Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On May 26, 2023, Chemung Financial Corporation (the "Corporation") and its
wholly owned bank subsidiary, Chemung Canal Trust Company (the "Bank"),
appointed Dale M. McKim III, age 48, Chief Financial Officer and Treasurer of
the Corporation, and Executive Vice President, Chief Financial Officer and
Treasurer of the Bank effective July 1, 2023. Mr. McKim succeeds Karl F. Krebs
who will retire as Chief Financial Officer and Treasurer of the Corporation, and
Executive Vice President, Chief Financial Officer and Treasurer of the Bank
effective June 30, 2023.
Mr. McKim was the Executive Vice President and Chief Risk Officer of Evans
Bancorp, Williamsville, New York beginning in May 2017 until joining the
Corporation and the Bank. Prior to joining Evans Bancorp, Mr. McKim served as a
Partner and Senior Manager in financial services at KPMG. Mr. McKim is a
Certified Public Accountant.
Mr. McKim is not a party to any transaction with the Corporation or the Bank
that would require disclosure under Item 404(a) of Securities and Exchange
Commission Regulation S-K.
Mr. McKim will be entitled to participate in plans and employee benefits
generally available to senior officers of the Bank, which include the senior
management incentive plan, the deferred compensation plan, health and welfare
benefits and 401(k) Plan contributions. In addition, Mr. McKim will participate
in the Defined Contribution Supplemental Executive Retirement Plan under which
he will receive an annual contribution from the Bank in an amount equal to 20%
of his base salary. A description of the Corporation's compensation and benefit
plans for named executive officers may be found in the Corporation's Definitive
Proxy Statement for the Corporation's 2023 annual meeting of shareholders filed
with the Securities and Exchange Commission on April 27, 2023.
In connection with Mr. McKim's appointment, the Bank has entered into a change
in control agreement with Mr. McKim, which will become effective on July 1,
2023. The agreement provides that in the event of Mr. McKim's involuntary
termination without cause or voluntary termination for good reason (as defined
in the agreement) within twelve months following the effective date of a change
in control (as defined in the agreement) of the Corporation or the Bank, Mr.
McKim would be entitled to receive a severance benefit equal to 2.0 times his
highest annual rate of base salary and highest annual incentive award paid by
the Bank to, or earned by, Mr. McKim during the calendar year of the change in
control or either of the two calendar years immediately preceding the change in
control. Such benefit would be payable to Mr. McKim in equal monthly
installments, subject to required tax withholding, for twenty-four months.
The foregoing description of the agreement does not purport to be complete and
is qualified in its entirety by reference to the change in control agreement
attached hereto as Exhibit 10.1 of this Current Report on Form 8-K and
incorporated by reference.
In addition, the Corporation will grant Mr. McKim restricted stock awards with
an approximate value of $100,000 based on the fair market value of the
Corporation's common stock. The restricted stock will vest 20% per year over
five years with each vesting date occurring on the anniversary of the date of
grant. Mr. McKim must continue to be employed on each vesting date to vest in
his awards. Vesting will accelerate in the event of death, disability, or
involuntary termination of service following a change in control. The stock
awards will be made pursuant to the Corporation's 2021 Equity Incentive Plan.
The press release dated June 2, 2023 announcing the appointment of Mr. McKim is
attached hereto as Exhibit 99.1 and incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
10.1 Change Of Control Agreement dated June 1, 2023 between Chemung Canal Trust
Company and Dale M. McKim III, Executive Vice President, Chief Financial
Officer and Treasurer
99.1 Press Release of Chemung Financial Corporation, dated June 2, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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