John McClurg
About John D. McClurg
Independent director since 2023; age 63; two years of service as of the 2025 proxy date. Background includes 40+ years as an owner-operator of automotive dealerships and long-standing service on Tompkins’ community bank boards, including chair roles in Western New York; independence affirmed under NYSE American rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Castile (Tompkins subsidiary) | Director | 1995–2022 (to Jan 1, 2022 consolidation) | Board service prior to consolidation into Tompkins Community Bank |
| Tompkins Community Bank – Western New York | Community Bank Board Chair | Ongoing (dates not specified) | Chair of Community Bank Board; leadership in local market governance |
| Tompkins Community Bank – Western New York | Western NY Board Loan Committee Chair | Ongoing (dates not specified) | Chair of Loan Committee; oversight of credit activities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McClurg Chrysler Dodge Jeep Ram | President | Since 1989 | Automotive operations leadership |
| McClurg Chevrolet | President | Since 1991 | Automotive operations leadership |
| National Auto Dealers Association (NADA) | Board Member; Former Chair at NYS Automobile Dealers Association (2018–2019) | NADA board tenure not specified; NYSADA since 2013 | Industry association governance |
| New Car Dealers of Western NY Charitable Foundation | Board Member | Not specified | Community/charitable governance |
Board Governance
- Independence: Board affirmatively determined McClurg is independent under NYSE American Section 803A; majority of Board and all members of Audit, Compensation, and Nominating committees are independent.
- Committee assignments: Executive Committee member; not on Compensation, Audit & Risk, or Nominating & Corporate Governance committees.
- Attendance: Board held 4 regular, 1 special, and 3 strategic planning meetings in 2024; Independent Directors held 4 executive sessions; all directors attended >75% of Board and assigned committee meetings.
- Executive sessions: Independent Directors met in executive session after each regular meeting (4 in 2024).
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 98,633 | Includes Board and subsidiary community bank fees |
| Stock Awards (ASC 718 grant-date fair value) | 0 | No equity awards recorded for 2024 |
| All Other Compensation | 0 | None disclosed |
| Total | 98,633 | Sum of components |
Community Bank Board and Committee Fee Detail (included in totals above):
| Community Bank (Western NY) | Retainer | Chair Supplemental | Loan Committee Retainer | Loan Committee Chair Supplemental | Trust Committee Retainer | Credit Oversight Committee Retainer |
|---|---|---|---|---|---|---|
| Amount (USD) | 27,034 | 2,200 | 7,400 | 3,500 | — | 10,000 |
Director Fee Schedule (for context):
| Fee Type | Annual Amount (USD) |
|---|---|
| Board Annual Retainer | 37,600 |
| Audit & Risk Committee – Chair | 30,000 |
| Audit & Risk Committee – Member | 15,000 |
| Nominating & Corporate Governance – Chair | 15,000 |
| Nominating & Corporate Governance – Member | 10,500 |
| Compensation Committee – Chair | 15,000 |
| Compensation Committee – Member | 10,500 |
Timing/manner: Directors may elect quarterly fees in cash or deferred stock under the Retainer Plan; for 2024, no directors elected deferred cash. Rabbi Trust acquired 6,760 shares in 2024 for directors who deferred into stock.
Performance Compensation
- No performance-linked metrics (e.g., revenue growth, EBITDA, TSR) disclosed for non-employee director compensation; director pay comprises retainers and optional deferred stock under the Retainer Plan.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed in proxy biography (external roles are industry association and charitable foundation boards). |
| Compensation Committee interlocks | None; no member was an officer/employee, and no relationships requiring disclosure under “Transactions with Related Persons.” |
Expertise & Qualifications
- 40+ years owning/operating automotive businesses in Western NY; deep ties to local markets; prior and current leadership across Tompkins’ community bank boards and credit committees.
- Board’s qualifications framework emphasizes local market engagement, prudence/judgment, and effective communication; independence and board chemistry assessed by Nominating & Corporate Governance.
Equity Ownership
| Holding Type | Shares | Percent of Class |
|---|---|---|
| Beneficially Owned Common Shares | 13,055 | <1% (“**” per table) |
| Phantom Stock (Deferred Trust) | — | n/a |
Policy and Alignment:
- Pledging/Hedging: Prohibited from hedging; pledging “significant” number of shares (> the lesser of 1,000 shares or 20% of beneficially owned shares) is prohibited under Corporate Governance Guidelines.
- Ownership guidelines for directors exist per Guidelines, but specific multiples/targets are not detailed in the proxy.
Governance Assessment
- Independence and attendance: Independent status affirmed; attendance above 75% with regular executive sessions—supportive of board effectiveness.
- Committee role: Service on Executive Committee and leadership on subsidiary Community Bank Board and Loan Committee suggests strong local-market governance and credit oversight exposure; absence from Audit/Comp/Nominating at parent board level limits direct influence in those areas.
- Pay and alignment: 2024 director compensation for McClurg was entirely cash with no equity awards, while optional deferred stock was available—signals lower equity alignment versus directors electing stock deferral.
- Related-party exposure: Company reports ordinary-course transactions/loans with directors and associated firms under a formal related-party policy; none were nonaccrual/past due/restructured/potential problems as of Dec 31, 2024—mitigates conflict risk but merits ongoing monitoring given McClurg’s borrower profile in auto retail.
- RED FLAGS: None explicit in disclosures; watchlist items include cash-heavy compensation mix (no equity awards) and ongoing related-party banking activity (ordinary course and compliant per policy).