DEF 14A of Chemung Financial Corp, Apr 24, 2024

DEF 14A of Chemung Financial Corp

Filed Apr 24, 2024 · FY20230000763563-24-000052

Open on EDGAR

  1. Shareholder Submissions of Director Nominees for the 2025 Annual Meeting

    Shareholder Submissions of Director Nominees for the 2025 Annual Meeting Any shareholder submission of a candidate for the Board to consider as one of its nominees for director at the 2025 Annual Meeting of Shareholders must be directed in writing not later than 120 days prior to the anniversary date on which the Corporation’s proxy statement was made available to shareholders in connection with the previous year’s annual meeting, or if such nomination is to be made at a meeting of shareholders other than an annual meeting, a reasonable time before the mailing of the Corporation’s proxy material to the Corporate Secretary, One Chemung Canal Plaza, Elmira, New York 14901, and must include: (i) the name and address of the shareholder proposing a nominee for consideration; (ii) the number of shares owned by the notifying shareholder and the date the shares were acquired; (iii) any material interest of the notifying shareholder in the nomination and a statement in support of the nominee with references; (iv) the name, age, address and contact information for each proposed nominee; (v) the principal occupation or employment of each proposed nominee; (vi) the number of shares of the Corporation’s common stock that are owned by the nominee as of the record date; (vii) detailed information of any relationship or understanding between the proposing shareholder and the nominee; (viii) detailed information of any relationship between the nominee and the Corporation within the last three years; and, (ix) other information regarding the nominee as would be required to be included in the Proxy Statement pursuant to Regulation 14A of the Exchange Act. A shareholder may act directly to nominate his or her own director candidates at our 2025 Annual Meeting of Shareholders by following the procedures set forth in the subsection titled “Shareholder Proposals for Inclusion in the 2025 Proxy Statement.” Such direct nominations by shareholders not involving the Board’s nomination are subject to the deadlines and procedures described and set forth in our Bylaws and applicable rules of the SEC, including minimum advance notice to the Board.

  2. Nominee and Continuing Director Biographies

    Nominee and Continuing Director Biographies The biography of each of the nominees and continuing directors listed on the following pages contain information regarding the individuals’ service as a director, business experience, and other positions, if any, held currently or at any time during the last five years, and individual experience, qualifications, and skills that contribute to the Board’s effectiveness as a whole. Age as of January 1, 2024.

  3. Nominees for Election (term expiring in 2027, if elected)

    Nominees for Election (term expiring in 2027, if elected)

  4. Nominees for Election (term expiring in 2027, if elected)

    | | Raimundo C. Archibold Jr., age 65, has served as a director since February 2021. Since 2010, he has been a Managing Director of Schwartz Heslin Group, a business advisory and investment banking firm servicing family and entrepreneur-owned businesses. Prior to 2010, he worked for various investment banking firms servicing technology companies as well as financial institutions. Qualifications to serve on the Board include strategic planning, corporate finance and accounting, mergers and acquisitions, community development, and financing for over 30 years. | | | David J. Dalrymple, age 70, has served as a director since 1993, and is currently Chairman of the respective Boards of the Corporation and the Bank. Since 2014, he has served as President of Dalrymple Gravel and Contracting, a company specializing in producing construction materials for highway construction. He previously held the position of President of Dalrymple Holding Corporation from 1993 until 2014. He is the brother of Robert H. Dalrymple, also a director of the Corporation and Bank. Qualifications to serve on the Board include over 30 years of experience in business ownership, financial planning experience and strong managerial and organizational skills. | | | Denise V. Gonick, age 57, has served as a director since 2018. She is the founder of Cross Sound Concepts, a strategic advisory firm. From 2012 through 2019, she served as President & CEO of MVP Health Care, a family of companies offering a range of health benefit plans and options combined with leading-edge wellness programs that help reduce health risks and control health care costs. Prior to that she was the Chief Legal Officer and Corporate Secretary of MVP Health Care. Qualifications to serve on the Board include seven years as CEO of a health insurer, 17 years corporate legal experience, leadership, transactions, strategic planning, executive management, financial management, compliance and government relations. | | | Joseph F. Meade IV, age 43, has served as a director since 2022. Since 2018, he has served as President & CEO of Mercury Aircraft Inc., the parent company for several manufacturing companies including Mercury Minnesota, Inc. and Mercury Aircraft de Mexico. Mr. Meade is the son-in-law of G. Thomas Tranter Jr., also a director of the Corporation and Bank. Qualifications to serve on the Board include 20 years of experience in manufacturing, administration, international management and ownership, including financial and strategic planning. | | | Thomas R. Tyrrell, age 73, has served as a director since 2014. Since 2014, he has served as Vice President of NFP Corp. (formerly Rose & Kiernan, Inc.), a general insurance agency in the North East. He was formerly Albany Area Chairman of Arthur J. Gallagher & Co., a company specializing in providing contract surety and property and casualty insurance and risk management products and services to the construction industry with particular emphasis on the heavy highway, bridge, and general building construction disciplines. Qualifications to serve on the Board include business management skills, sales experience, business ownership experience and service on several boards in the Albany area in the non-profit arena. |

  5. Continuing Directors (term expiring in 2025)

    Continuing Directors (term expiring in 2025)

  6. Continuing Directors (term expiring in 2025)

    | | Ronald M. Bentley, age 71, has served as a director since 2007. From January 1, 2018 through December 31, 2018, he served as a consultant of the Corporation and Bank. He formerly served, from April 2007 to July 2015, as President & CEO of the Corporation and the Bank. Prior to that, from July 2006 through April 2007, he served as President & COO of the Corporation and Bank. Qualifications to serve on the Board include 35 years of experience in the banking industry, and leadership, management, strategic planning and organizational skills. | | | David M. Buicko, age 70, has served as a director since 2018. Since 2016, he has served as President & CEO of Galesi Group, a diverse real estate company with a commitment to investing in the Capital Region, its infrastructure, and its people. From 1986 to 2016, Mr. Buicko was Chief Operating Officer of Galesi Group. Qualifications to serve on the Board include strategic planning, corporate finance and accounting, mergers and acquisitions, community development, and real estate development and financing for over 35 years. | | | Robert H. Dalrymple, age 73, has served as a director since 1995. Since 1994, he has served as Secretary and Vice President of Dalrymple Holding Corporation, the parent company for several construction materials and highway construction companies. He also serves as President of Seneca Stone Corporation and Vice President of Chemung Contracting Corporation, both subsidiaries of Dalrymple Holding Corporation. He is the brother of David J. Dalrymple, also a director of the Corporation and Bank. Qualifications to serve on the Board include experience in all aspects of business ownership, strategic planning skills and financial management experience. | | | Jeffrey B. Streeter, age 56, has served as a director since 2018. Since 2002, he has served as owner and President of Streeter Associates, a commercial general construction firm based in Elmira, New York. Mr. Streeter currently owns multiple commercial real estate properties. Qualifications to serve on the Board include experience in all aspects of business ownership and operation, strategic and financial planning, people management, organizational skills and service on several boards in the Elmira area in the not for profit arena. |

  7. Continuing Directors (term expiring in 2026)

    Continuing Directors (term expiring in 2026)

  8. Continuing Directors (term expiring in 2026)

    | | | Richard E. Forrestel Jr., age 66, has served as a director since October 2020. Since 1987, he has served as Treasurer of Cold Spring Construction Company, a highway construction firm. He is a CPA. Qualifications to serve on the Board include experience in accounting, auditing, strategic planning and his former experience serving on the board of directors of a community bank for 22 years where he gained experience and knowledge in all aspects of banking. | | | Stephen M. Lounsberry III, age 70, has served as a director since 1995. Since 1981, he has served as President of Applied Technology Manufacturing Corp., a manufacturer of machined industrial and railroad component parts. He was formerly a commercial bank internal auditor and vice president of a community bank. Qualifications to serve on the Board include experience in management, marketing, sales, operation, strategic planning and his knowledge of all aspects of banking. | | | | Anders M. Tomson, age 56, has served as a director since 2016. Since December 2016, he has served as President & Chief Executive Officer (“CEO”) of the Corporation and the Bank. From 2015 through 2016, he served as President and Chief Operating Officer (“COO”) of the Bank and was responsible for Retail Client Services during that time. Formerly, from 2011 through 2015, he served as President, Capital Bank, a Division of Chemung Canal Trust Company. Qualifications to serve on the Board include over 15 years of experience in the banking industry, and leadership, management, strategic planning and organizational skills. | | | | G. Thomas Tranter Jr., age 69, has served as a director since 2014. He retired on June 30, 2020, after serving 20 years, as President of Corning Enterprises and Director of Government Affairs for Corning Incorporated, a diversified manufacturing company. He formerly served 26 years in public administration and management, including being elected Chemung County Executive for three four-year terms. Mr. Tranter is the father-in-law of Joseph F. Meade IV, also a director of the Corporation and Bank. Qualifications to serve on the Board include leadership, business development and managerial skills together with extensive experience in government relations and community development. | |

  9. Director Compensation

    Director Compensation The Compensation Committee periodically reviews and is responsible for the design, implementation and administration of the Corporation’s compensation program for members of the Board of Directors and makes recommendations to the Board with respect to the type and amounts of compensation payable to the directors for service on the Boards of the Corporation, Bank and respective board committees. Each non-employee director of the Corporation and Bank receives a flat annual retainer fee of $11,500; plus, a supplemental retainer fee for the Chair of the Corporation's and Bank's Board and Chair of the Corporation's and Bank's Committees. This fee is paid quarterly and trued-up in January of the following year based upon the number of meetings held during the prior year. Each non-employee director serving as Chair of the Corporation’s and Bank’s Board, or Audit Committee, receives an additional supplemental annual retainer commensurate with the increased responsibility accompanying such position. All non-employee directors receive a flat fee for attending meetings of the Corporation’s and Bank’s Board and committees. Mr. Tomson received no compensation for his service as a director in 2023. The following table presents the various cash fees paid to non-employee directors in 2023 for their service on the Corporation’s and Bank’s Boards and committees.

  10. Director Compensation

    | BASIC ANNUAL RETAINER FEES(1) | | | | ($) | | Basic Annual Retainer | 11,500 | | Chair of the Board Supplemental Retainer | 7,750 | | Chair of the Board Fees | 5,250 | | Chair of Audit Committee Supplemental Retainer | 2,875 | | Chair of Audit Committee Chair Fees | 1,250 | | Chair of Loan Committee Chair Fees | 3,000 | | Chair of Trust Committee Chair Fees | 1,500 | | Chair of Compensation Committee Chair Fees | 1,000 | | Chair of Nominating and Governance Committee Chair Fees | 750 | | Chair of Asset Liability Committee Chair Fees | 1,000 | | MEETING FEES(2) | | | | ($) | | Board of Directors | 500 | | Chair of the Board | 500 | | Committees of the Board | 500 | | Chair of Committees | 500 | | (1) Annual Retainer fees are paid on a quarterly basis, based on the position held on the Corporation's and Bank's Board and Committee and trued-up in January of the following year. | | | (2) Based on per meeting attendance. | |

  11. Director Compensation

    The Directors’ Deferred Fee Plan allows non-employee directors of the Corporation or the Bank to elect to defer receipt of fees payable to the director for service as a member of the Board of Directors of the Corporation or the Bank. At the election of a director, the deferred fees are converted into units and allocated to a unit value account, which appreciates or depreciates as would an actual share of common stock of the Corporation. A director’s unit value account is credited with declared dividends pursuant to a formula described in the Plan. The units are paid to the director in the form of common stock of the Corporation. The common stock of the Corporation payable under the Directors’ Deferred Fee Plan is paid to the director either at a specified age or time elected by the director, at termination of the director’s service with the Corporation and/or Bank, or upon the occurrence of a change in control as defined in the Directors’ Deferred Fee Plan. The number of shares of common stock of the Corporation payable to a director with a unit value account under the Plan represents, at all times, a general unfunded obligation of the Bank, and each director participating in the Directors’ Deferred Fee Plan will be a general creditor of the Bank with respect to the value of his or her unit value accounts. Currently, there is one non-active participant in the Directors’ Deferred Fee Plan.

  12. 2023 Director Compensation Table

    2023 Director Compensation Table The following Director Compensation Table summarizes all compensation paid by the Corporation and Bank to the non-employee directors of the Corporation and Bank for the fiscal year ended December 31, 2023.

  13. 2023 Director Compensation Table

    | Directors | Fees Earned or Paid in Cash | Number of Shares Awarded (1) | Stock Awards(2) | All Other Compensation | 2023 Total Compensation | | | ($) | (#) | ($) | ($) | ($) | | Raimundo C. Archibold Jr. | 25,500 | 611 | 28,039 | 568(5) | 54,107 | | Ronald M. Bentley | 33,673 | 632 | 29,002 | 3,261(3)(4)(5) | 65,936 | | David M. Buicko | 34,625 | 701 | 32,169 | 652(5) | 67,446 | | David J. Dalrymple | 49,500 | 888 | 40,750 | 826(5) | 91,076 | | Robert H. Dalrymple | 31,000 | 698 | 32,031 | 649(5) | 63,680 | | Richard E. Forrestel Jr. | 31,000 | 611 | 28,039 | 568(5) | 59,607 | | Denise V. Gonick | 27,629 | 611 | 28,039 | 1,197(3)(5) | 56,865 | | Stephen M. Lounsberry III | 31,500 | 632 | 29,002 | 588(5) | 61,090 | | Joseph F. Meade IV | 27,500 | 611 | 28,039 | 568(5) | 56,107 | | Jeffrey B. Streeter | 29,500 | 611 | 28,039 | 568(5) | 58,107 | | G. Thomas Tranter Jr. | 33,500 | 643 | 29,507 | 598(5) | 63,605 | | Thomas R. Tyrrell | 32,500 | 632 | 29,002 | 588(5) | 62,090 | | (1) Represents the number of shares of the Corporation's unvested restricted common stock awards for each Director outstanding as of the fiscal year ended December 31, 2023, which will fully vest on the first anniversary of the grant date. Any fractional shares are rounded up to the next whole share. | | | | | | | (2) Represents the grant date fair value of awards granted on January 19, 2023. The assumptions used to determine the value of the stock awards are described in Note 14 of the Corporation's audited consolidated financial statements contained in the Corporation's 2023 Annual Report on Form 10-K. | | | | | | | (3) Represents mileage paid to certain directors to attend Board and committee meetings during 2023. | | | | | | | (4) Represents Advisory Board fees earned during 2023. | | | | | | | (5) Includes dividends paid on restricted stock in 2023. | | | | | |

  14. 2023 Director Compensation Table

    | Voting Proposal 2 - Advisory Approval of the Corporation's 2023 Executive Compensation ("Say-On-Pay") |

  15. Setting Executive Compensation

    Setting Executive Compensation The Compensation Committee is responsible for the design, implementation and administration of our compensation plans and practices for the NEOs. The Compensation Committee periodically engages an independent outside consulting firm to conduct a comprehensive review of the Corporation’s executive compensation program. In prior years, the independent outside consulting firm, Aon, assisted the Corporation in establishing a peer group that the Compensation Committee considers in determining executive compensation and performance goals. The peer group, which is listed below, consists of twenty-two (22) bank holding companies in Connecticut, Maine, Massachusetts, New York, Ohio and Pennsylvania that range from $1 billion to $5 billion in assets:

  16. Setting Executive Compensation

    The Compensation Committee evaluates the peer group annually for suitability and may modify the peer group from time-to-time based on mergers and acquisitions within the industry or other relevant factors. The Corporation uses the peer bank data to inform it of the pay levels and practices of the Corporation’s peers as they most closely represent the labor market in which the Bank competes for key talent. Informed by this data, the Compensation Committee endeavors to provide a competitive level of total compensation targeted at the average level of comparably-sized financial institutions, although actual compensation paid to an NEO may vary based on other factors such as the individual’s performance, experience, responsibilities and competitive conditions.

  17. Elements of Compensation

    •Retirement and Other Benefits. The NEOs also are eligible for the same benefits available to all other employees of the Bank including participation in tax-qualified retirement plans, life and health insurance coverage, vacation, holidays, and personal sick leave. The Compensation Committee conducts an annual performance review of the CEO. The CEO’s performance objectives are defined consistent with, and in support of, the Corporation’s annual business plan. Performance is also measured against progress towards the attainment of the Corporation’s long-term strategic plan. These goals include, but are not limited to, metrics related to net income, return on equity, efficiency, asset quality, bank performance against its peer group and progress in achieving long-term strategic objectives. For purposes of comparing the relevant financial metrics, the same peer group is used to assess total compensation. For more information on the peer group, see the “Setting Executive Compensation” section. Additionally, in the context of structuring of our incentive compensation plans, the Compensation Committee assesses the individual contributions made by the NEOs, including assessing their accountability for specific financial, organization, operational and risk management objectives that are otherwise measurable performance objectives, the attainment of which contributes significantly to the growth and profitability of the Bank’s business operations. As a result, the Compensation Committee believes the Bank’s incentive compensation plans incentivize the NEOs to effectively plan, organize, supervise, monitor and evaluate the key functional area and department for which they are responsible and through which the Corporation’s most important corporate objectives are achieved. •Short- and Long-Term Performance-Based Incentive Compensation: The Corporation has adopted incentive compensation plans to motivate and reward senior officers (including the NEOs) for achieving predefined goals. The Compensation Committee and the Board do not subscribe to formula-driven incentive plans, but believe in maintaining discretion over the payment of incentive compensation. This discretion permits the Compensation Committee to make compensation decisions in the best interests of the Corporation and shareholders when events beyond the control of management positively or negatively influence financial results. In addition, it allows the Compensation Committee to consider subjective criteria, such as leadership, morale building, and effect on culture, which are not easily measured by numeric performance metrics. In certain circumstances, the Compensation Committee may reduce or increase incentive payments. Each senior officer’s incentive award opportunity is not limited to a specified percentage of the incentive pool. The Compensation Committee employs cash and restricted stock awards to recognize significant efforts or individual contributions of senior officers, including the NEOs. In determining these awards, many factors are considered including, but not limited to, the Bank’s net earnings vs. original plan, the financial results delivered by the senior officer’s division against goal, service quality results vs. goal, individual success in implementing business plan initiatives, and other contributions made by the senior officer to the Bank’s success. The senior officers eligible for an award, the criteria used to determine individual awards, and actual awards are reviewed with the Compensation Committee. There is no expectation that these awards will be paid each year. The Compensation Committee approved a cash bonus opportunity representing 30% of the aggregate base salaries of NEOs and 20% of the aggregate base salaries of other senior officers. In 2023, the cash awards totaled $685,000 and the value of the restricted stock awards totaled $792,500 for a total of $1,563,885 (based on the grant date fair value) representing approximately 41% of the aggregate base salaries of plan participants. As mentioned previously, these two components of incentive compensation for NEOs (other than the CEO) represent approximately 61% of the NEOs’ base salaries. In 2023, the CEO’s cash bonus award totaled $220,000, and the value of the restricted stock award totaled $210,038 (based on the grant date fair value) for a total of $430,038. The following paragraphs provide further description of the Corporation’s compensation and benefit plans in which the NEOs participate: •2021 Equity Incentive Plan: The Corporation adopted the Chemung Financial Corporation 2021 Equity Incentive Plan, which was approved by shareholders in June 2021, to promote the long-term financial success of the Corporation, and its Subsidiaries, including the Bank by providing a means to attract, retain and reward individuals who contribute to such success and to further align their interests with those of the Corporation's shareholders through the ownership of Corporation common stock. The 2021 Equity Incentive Plan will remain in effect as long as any awards under it are outstanding provided, however, that no awards may be granted under the 2021 Equity Incentive Plan after the day immediately prior to the ten-year anniversary of the Effective Date. Mr. Tomson recommends to the Compensation Committee (other than his own compensation) the number of shares to be awarded to senior officers including NEOs. The Compensation Committee granted restricted stock awards to nineteen senior officers including Messrs. Tomson, Cole, Cosgrove, Fariello and McKim for their service in 2023. These shares vest over a five-year period (except that the award Mr. Tomson received vests after one year). Vesting accelerates immediately in case of death, disability or an involuntary termination following a change in control. For an entire description of the plan, see the "2021 Equity Incentive Plan" section. For additional information, see the "Summary Compensation Table" section. •Chemung Canal Trust Company 401(k) Defined Contribution Profit Sharing, Savings and Investment Plan (the "401(k) Plan"): The Bank sponsors the 401(k) Plan, which covers all employees. The Bank makes a non-discretionary profit-sharing contribution equal to 3% of gross annual wages for each eligible participant, regardless of the participant’s deferral. In addition, the Bank makes a matching contribution of 50% of a participant’s deferrals up to 6% of gross annual wages. All contributions vest immediately. •Chemung Canal Trust Company Pension Plan: The Bank maintains a defined benefit pension plan, which was frozen effective as of January 1, 2017. The NEOs are not participants in the frozen pension plan. •Defined Contribution Supplemental Executive Retirement Plan (the “Defined Contribution SERP”): The Bank maintains the Defined Contribution SERP to attract and retain highly qualified executives. Messrs. Tomson, Cole, Cosgrove, Fariello, Krebs (retired from the Bank and the Corporation on 7/3/2023) and McKim (joined the Bank and the Corporation on 7/3/2023) are participants in the Defined Contribution SERP. Each year, the participants' accounts are credited with an annual contribution from the Bank in an amount equal to 20% of their base salary. The annual contribution will cease upon the earlier of their (1) termination of employment for any reason or (2) the discontinuation of their participation in the Defined Contribution SERP. The participants become 50% vested in their account balance after five (5) years of participation in the Defined Contribution SERP and vest in an additional 10% for each year of participation thereafter until they are 100% vested with ten (10) years of participation. Vesting accelerates upon the participants attainment of normal retirement age, death, disability, and in the event of a change in control (as defined in the Defined Contribution SERP).

  18. Elements of Compensation

    The Bank may discontinue future contributions to any participant at any time. Benefits are payable upon the earlier of retirement, disability, death or a change in control. The annual Bank contribution is credited as of the last day of the applicable plan year provided that the participant is actively employed on that date. As of the first day of each calendar quarter (each a “valuation date”), the cumulative value of each participant’s account shall be credited with simple interest at a rate of return equal to the average yield on 5-year U.S. treasury notes for the calendar quarter ending immediately prior to the valuation date. •Chemung Canal Trust Company Deferred Compensation Plan (the “Deferred Compensation Plan”): The Bank maintains the Deferred Compensation Plan that allows the NEOs (and other senior officers that the Compensation Committee may approve annually) to defer all or a portion of their annual base salary and cash bonus to be paid at a future date as elected by the officer. Although all of the NEOs are eligible to participate, Messrs. Tomson and Krebs (retired from the Bank and the Corporation on July 3, 2023) were the only NEOs who participated in the Deferred Compensation Plan in 2023. For more information on the Deferred Compensation Plan, see the “Deferred Compensation Plan” section. •Perquisites: The NEOs are granted perquisites that the Compensation Committee believes are modest, reasonable and similar to those provided to executive officers at peer financial institutions and are designed to assist the executives in carrying out their duties. Club memberships are provided to the NEOs to enable them to interact and foster relationships with clients and local business leaders. Mr. Tomson has the use of a Bank-owned vehicle for business purposes and periodically uses a car service in order to continue facilitating meetings and conducting business, as necessary, during his travel time. •Change in Control Agreements: The Bank has entered into individual change in control agreements with Messrs. Tomson, Cole, Cosgrove, Fariello, Krebs (retired from the Bank and the Corporation on July 3, 2023) and McKim (joined the Bank and the Corporation on July 3, 2023). The purpose of the change in control agreements is to retain and secure key executives and encourage their attention and dedication to their assigned duties in the event of a change in control of the Bank. The agreements provide that in the event of the executive’s termination by the Bank without cause or voluntary resignation for good reason within twelve (12) months following the effective date of a change in control of the Corporation or the Bank, the executive would be entitled to receive a severance benefit equal to 2.0 times (2.99 times for Mr. Tomson) his highest annual rate of base salary and highest annual incentive award (paid in the form of cash and/or stock, as applicable) paid by the Bank to, or earned by, the executive during the calendar year of the change in control or either of the two (2) calendar years immediately preceding the change in control. The severance benefit would be payable to each executive in equal monthly installments, subject to required tax withholding, for twenty-four (24) months (thirty-six (36) months for Mr. Tomson).

  19. Summary Compensation Table

    Summary Compensation Table

  20. Summary Compensation Table

    | Name and Principal Position | Year | Salary (1) | Cash Bonus (1) | Stock Awards | All Other Compensation (4) | Total | | | | ($) | ($) | ($) | ($) | ($) | | Anders M. Tomson | 2023 | 655,385 | 220,000 | 210,038(2) | 197,675 | 1,283,098 | | President & CEO | 2022 | 600,000 | 210,000 | 181,517(2) | 185,382 | 1,176,899 | | | 2021 | 518,000 | 181,500 | 157,515(2) | 159,127 | 1,016,142 | | Karl F. Krebs (5) | 2023 | 195,435 | 104,036 | —(3) | 67,937 | 367,408 | | Former Executive Vice President, | 2022 | 276,533 | 82,500 | 82,544(3) | 83,235 | 524,812 | | CFO and Treasurer | 2021 | 268,789 | 88,000 | 88,038(3) | 82,386 | 527,213 | | Dale M. McKim III (6) | 2023 | 136,904 | 65,000 | 165,060(3)(7) | 53,364 | 420,328 | | Executive Vice President | — | — | — | — | — | — | | CFO and Treasurer | — | — | — | — | — | — | | Loren D. Cole | 2023 | 254,188 | 75,000 | 75,047(3) | 81,551 | 485,786 | | Executive Vice President | 2022 | 236,454 | 70,000 | 70,041(3) | 77,358 | 453,853 | | and CIO | 2021 | 227,710 | 74,250 | 74,269(3) | 71,015 | 447,244 | | Peter K. Cosgrove | 2023 | 260,442 | 72,500 | 72,545(3) | 91,736 | 497,223 | | Executive Vice President, | 2022 | 248,040 | 75,000 | 75,024(3) | 86,172 | 484,236 | | CCO and CRO | 2021 | 238,867 | 79,750 | 79,786(3) | 81,728 | 480,131 | | Daniel D. Fariello | 2023 | 257,319 | 70,000 | 70,043(3) | 80,035 | 477,397 | | President, | 2022 | 245,066 | 72,500 | 72,532(3) | 71,568 | 461,666 | | Capital Bank Division | 2021 | 236,003 | 77,000 | 77,004(3) | 70,548 | 460,555 | | (1) The amounts shown for salary represent the annual rate of base salary and the amounts shown for bonus represent amounts earned in 2023, 2022 and 2021, respectively. | | | | | | | | (2) The amounts shown for Mr. Tomson were made under the terms of the 2021 Equity Incentive Plan and reflect the grant date fair value as reported in Note 14 of the Corporation's audited consolidated financial statements contained in the Corporation's 2023 Annual Report on Form 10-K. The awards granted during 2023 are restricted and fully vest on the first anniversary of the grant date. The awards granted during 2022 vested on January 18, 2023. The awards granted during 2021 were fully vested upon grant. The stock awards granted to Mr. Tomson for 2021 include director fees of $31,942. | | | | | | | | (3) The amounts shown for Messrs. Krebs, Cole, Cosgrove and Fariello represent shares granted under the 2021 Equity Incentive Plan and reflect the grant date fair value as reported in Note 14 of the Corporation’s audited consolidated financial statements contained in the Corporation’s 2023 Annual Report on Form 10-K. Twenty percent of the restricted stock awarded vests each year commencing with the first anniversary date of the award and is 100 percent vested on the fifth anniversary date. For more information on the restricted stock granted, see the “Grants of Plan-Based Awards Table” section. The amount of the awards are determined in the discretion of the Compensation Committee as discussed in the “Elements of Compensation” section. | | | | | | | | (4) The amounts shown include non-discretionary and matching contributions made by the Bank to the 401(k) Plan, dividends paid on unvested restricted stock, Defined Contribution SERP contributions and perquisites such as car allowance, personal portion of Bank-owned vehicles and club memberships. | | | | | | | | (5) Mr. Krebs retired from the Bank and the Corporation effective as of July 3, 2023. | | | | | | | | (6) Mr. McKim joined the Bank and the Corporation effective as of July 3, 2023. | | | | | | | | (7) Includes a $100,020 restricted stock grant that Mr. McKim received when joining the Bank and the Corporation on July 3, 2023. Twenty percent of the restricted stock awarded vests each year commencing with the first anniversary date of the award and is 100 percent vested on the fifth anniversary date. | | | | | | |

  21. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  22. Grants of Plan-Based Awards Table

    | Name | Grant Date | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock Awards(3) | | | | (#) | ($) | | Anders M. Tomson | 1/19/2023 | 4,577(1) | 210,038 | | Dale M. McKim III | 12/19/2023 | 1,326(2) | 65,040 | | | 07/03/2023 | 2,604(4) | 100,436 | | Loren D. Cole | 12/19/2023 | 1,530(2) | 75,047 | | Peter K. Cosgrove | 12/19/2023 | 1,479(2) | 72,545 | | Daniel D. Fariello | 12/19/2023 | 1,428(2) | 70,043 | | (1) This grant was awarded to Mr. Tomson as part of a year-end bonus for 2022. The award was granted pursuant to the 2021 Equity Incentive Plan on January 19, 2023 and fully vests on the first anniversary of the grant date. | | | | | (2) These grants were awarded on December 19, 2023 and vest in five equal annual installments commencing on the first anniversary of the grant date. | | | | | (3) These amounts represent the grant date fair value as reported in Note 14 of the Corporation's audited consolidated financial statements contained in the Corporation's 2023 Annual Report on Form 10-K for the year ended December 31, 2023. The stock was awarded under the 2021 Equity Incentive Plan. | | | | | (4) This grant was awarded to Mr. McKim on July 3, 2023 and vests in five equal annual installments commencing on the first anniversary of the grant date. | | | |

  23. Outstanding Equity Awards at December 31, 2023 Table

    Outstanding Equity Awards at December 31, 2023 Table The following table shows all outstanding restricted stock awards held by each NEO under the 2021 Equity Incentive Plan and the Restricted Stock Plan as of December 31, 2023.

  24. Outstanding Equity Awards at December 31, 2023 Table

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Yet Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | | | | (#) | ($) | | Anders M. Tomson | 01/19/2023 | 4,577 | 227,935 | | Dale M. McKim III | 12/19/2023 | 1,326 | 66,035 | | | 07/03/2023 | 2,604 | 129,679 | | Loren D. Cole | 12/19/2023 | 1,530 | 76,194 | | | 12/20/2022 | 1,215 | 60,507 | | | 12/15/2021 | 962 | 47,908 | | | 12/16/2020 | 410 | 20,418 | | | 12/18/2019 | 213 | 10,607 | | Peter K. Cosgrove | 12/19/2023 | 1,479 | 73,654 | | | 12/20/2022 | 1,301 | 64,790 | | | 12/15/2021 | 1,033 | 51,443 | | | 12/16/2020 | 376 | 18,725 | | | 12/18/2019 | 79 | 3,934 | | Daniel D. Fariello | 12/19/2023 | 1,428 | 71,114 | | | 12/20/2022 | 1,258 | 62,648 | | | 12/15/2021 | 997 | 49,651 | | | 12/16/2020 | 394 | 19,621 | | | 12/18/2019 | 179 | 8,914 | | (1) Restricted stock awards vest in five equal annual installments commencing on the grant date, other than the awards made to Mr. Tomson, which vest on the first anniversary of the grant date. | | | | | (2) These amounts are based on $49.80, the closing price for the Corporation's common stock on December 31, 2023. | | | |

  25. Restricted Stock Vested During the Fiscal Year Ended December 31, 2023 Table

    Restricted Stock Vested During the Fiscal Year Ended December 31, 2023 Table The following table shows all restricted stock awards held by each NEO under the Restricted Stock Plan or the 2021 Equity Incentive Plan that vested during the year-ended December 31, 2023.

  26. Restricted Stock Vested During the Fiscal Year Ended December 31, 2023 Table

    | Name | Vested Date | Number of Shares of Stock Awards Acquired on Vesting | Value Realized on Vesting | | | | (#) | ($) | | Anders M. Tomson | 01/18/2023 | 3,985 | 186,458(1) | | Loren D. Cole | 12/15/2023 | 320 | 16,000(2) | | | 12/15/2023 | 205 | 10,250(2) | | | 12/18/2023 | 213 | 10,437(3) | | | 12/19/2023 | 188 | 9,221(4) | | | 12/20/2023 | 303 | 15,120(5) | | Peter K. Cosgrove | 12/15/2023 | 344 | 17,200(2) | | | 12/15/2023 | 188 | 9,400(2) | | | 12/18/2023 | 79 | 3,871(3) | | | 12/20/2023 | 325 | 16,218(5) | | Daniel D. Fariello | 12/15/2023 | 332 | 16,600(2) | | | 12/15/2023 | 196 | 9,800(2) | | | 12/18/2023 | 179 | 8,771(3) | | | 12/19/2023 | 199 | 9,761(4) | | | 12/20/2023 | 314 | 15,669(5) | | (1) These amounts are based on $46.79, the closing price of Chemung Financial Corporation’s common stock on the 1/18/2023 vesting date. | | | | | (2) These amounts are based on $50.00, the closing price of Chemung Financial Corporation’s common stock on the 12/15/2023 vesting date. | | | | | (3) These amounts are based on $49.00, the closing price of Chemung Financial Corporation’s common stock on the 12/18/2023 vesting date. | | | | | (4) These amounts are based on $49.05, the closing price of Chemung Financial Corporation’s common stock on the 12/19/2023 vesting date. | | | | | (5) These amounts are based on $49.90, the closing price of Chemung Financial Corporation’s common stock on the 12/20/2023 vesting date. | | | |

  27. Pay Ratio Disclosure

    Pay Ratio Disclosure The Bank’s compensation program is designed to motivate all employees to carry out the Corporation’s mission of value for our shareholders, value for our clients, value for our employees and value for our communities. The Corporation aims to pay appropriate compensation at all levels within the Bank. The following is a reasonable estimate calculation, prepared in accordance with SEC rules, of the ratio of the total annual compensation paid to Mr. Tomson, our President & CEO, to the median of the total annual compensation of all of the Bank’s employees except Mr. Tomson, for 2023. Our median employee for this calculation was determined using wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for all of our active employees, excluding Mr. Tomson, as of December 31, 2023. We included all employees, whether employed on a full-time, part-time or seasonal basis. We annualized the data used in the calculation only for our full-time employees who were hired during 2023. After identifying the median employees as described above, we determined that the median employee had a total annual compensation of $46,019 for 2023. The total annual compensation for Mr. Tomson for the same period was $1,283,098. The ratio of Mr. Tomson’s annual compensation for 2023 to the median total annual compensation of all other employees for 2023 was estimated to be 28:1.

  28. Pay Versus Performance Table

    Pay Versus Performance Table We are required by SEC rules to disclose the following information regarding compensation paid to our Named Executive Officers (“NEOs”). The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnote (2) below sets forth the adjustments from the Total Compensation as reported in the Summary Compensation Table above. The following table sets forth additional compensation information of our Chief Executive Officer (PEO) and our non-PEO NEOs along with total shareholder return ("TSR") and net income for fiscal years 2023, 2022 and 2021:

  29. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment based on: | | | Year | Summary Compensation Table (SCT) Total for PEO(1) | Compensation Actually Paid to PEO(1) | Average SCT Total for non-PEO NEOs(1) | Average Compensation Actually Paid to non-PEO NEOs(1) | TSR(4) | Net Income (in thousands)(5) | | 2023 | $1,283,098 | $1,306,932 | $449,628 | $465,866 | $160 | $25,000 | | 2022 | $1,176,899 | $1,179,170 | $481,142 | $480,209 | $143 | $28,783 | | 2021 | $1,016,142 | $1,019,869 | $478,786 | $501,351 | $141 | $26,425 |

  30. Pay Versus Performance Table

    (1)Mr. Tomson was our PEO in 2023, 2022 and 2021. In 2023, the non-PEO NEOs were Messrs. Krebs, McKim, Cole, Cosgrove and Fariello. In 2022 and 2021, the non-PEO NEOs were Messrs. Krebs, Cole, Cosgrove and Fariello. (2) To calculate Compensation Actually Paid for the PEO, the following adjustments were made to Summary Compensation Table total compensation, calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each year shown:

  31. Pay Versus Performance Table

    | | Adjustments to PEO Compensation | | | | | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $1,283,098 | $1,176,899 | $1,016,142 | | Minus Restricted Stock Awards from Summary Compensation Table | (210,038) | (181,517) | (157,514) | | Plus Year-End Equity Value of Unvested Awards Granted During the Year | 227,934 | 182,792 | — | | Plus Change in Value of Unvested Awards Granted in Prior Years | 5,938 | (2,710) | — | | Plus Value of Awards Granted and Vested During Year | — | — | 161,241 | | Plus Change in Value of Prior Years' Awards Vested During Year | — | — | — | | Minus Value of Performance-Based Awards Forfeited During Year | — | — | — | | Plus Dividends and Earning Paid on Awards in the Covered Fiscal Year Prior to Vest | — | 3,706 | — | | Compensation Actually Paid | $1,306,932 | $1,179,170 | $1,019,869 |

  32. Pay Versus Performance Table

    (3) To calculate average Compensation Actually Paid for the non-PEO NEOs, the following adjustments were made to Summary Compensation Table total compensation, calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each year shown:

  33. Pay Versus Performance Table

    | | Adjustments to non-PEO Compensation | | | | | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $449,628 | $481,142 | $478,786 | | Minus Restricted Stock Awards from Summary Compensation Table | (76,539) | (75,035) | (79,774) | | Plus Year-End Equity Value of Unvested Awards Granted During the Year | 83,335 | 54,080 | 57,876 | | Plus Change in Value of Unvested Awards Granted in Prior Years | 6,616 | (1,027) | 14,803 | | Plus Value of Awards Granted and Vested During Year | — | 19,500 | 21,198 | | Plus Change in Value of Prior Years' Awards Vested During Year | 2,826 | (1,464) | 6,619 | | Minus Value of Performance-Based Awards Forfeited During Year | — | — | — | | Plus Dividends and Earning Paid on Awards in the Covered Fiscal Year Prior to Vest | — | 3,013 | 1,843 | | Compensation Actually Paid | $465,866 | $480,209 | $501,351 |

  34. Pay Versus Performance Table

    (4) Cumulative TSR is calculated using the Company's common share price at the end and the beginning of the applicable measurement period assuming reinvestment is executed on the ex. Dividend date. (5) Net income as reported on the Company's consolidated financial statements. The following charts illustrate the relationship between compensation actually paid to the NEOs for 2021, 2022 and 2023, and each of the financial metrics stated therein.

  35. Pay Versus Performance Table

    | Agreements with Named Executive Officers |

  36. Pay Versus Performance Table

    The following paragraph summarizes the estimated amounts payable to each of the NEOs under their change in control agreements assuming employment was terminated on December 31, 2023. The Bank has entered into a Change in Control Agreement with Mr. Tomson, President and CEO. If within 12 months following a change in control, Mr. Tomson’s employment is terminated without cause or Mr. Tomson resigns for good reason, the agreement provides for a cash severance payment equal to 2.99 times the highest annual rate of base salary and highest annual incentive award paid to, or earned by, Mr. Tomson for any of the two calendar years ending with the year in which Mr. Tomson’s employment ended. Payments would be made in equal monthly installments for thirty-six (36) months following the effective date of the termination. The executive's shares of restricted stock shall immediately vest and all restrictions thereon shall lapse. See “Potential Payments Table” below for more information. The Bank has entered into Change in Control Agreements with executive officers McKim, Cole, Cosgrove and Fariello. If, within 12 months following a change in control, the executive’s employment is terminated without cause or the executive resigns for good reason, the agreements provide for payments of 2.0 times the executive’s highest annual rate of base salary and highest annual incentive award paid to, or earned by, the executive for any of the two calendar years ending with the year in which the executive’s employment ended. Payments would be made in equal monthly installments for twenty-four (24) months following the effective date of the termination. The executive’s shares of restricted stock shall immediately vest and all restrictions thereon shall lapse. See “Potential Payments Table” below for more information. The Bank entered into a post-employment consulting agreement with Karl F. Krebs to assist with the transition of his successor and to review monthly financial reports, finance related materials for board meetings and regulatory filings during the term of the agreement. The Bank paid a consulting fee of $15,000 per month, for a total consulting fee of $45,000 under the consulting agreement. The term of the consulting agreement ended September 30, 2023, in accordance with its terms. Potential Payments Table:

  37. Pay Versus Performance Table

    | Name and Principal Position | Type of Payment | Involuntary Termination Without Cause or Voluntary Termination For Good Reason Within One Year of Change in Control(1)(2)(3) | Voluntary Resignation | Retirement | Disability | Death | Involuntary Termination With Cause(1) | Involuntary Termination Without Cause or Voluntary Termination for Good Reason(1)(3) | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | | Severance | 3,245,414 | — | — | — | — | — | — | | Anders M. Tomson | Restricted Stock(4) | 227,935 | — | — | 227,935 | 227,935 | — | — | | President and CEO | Non-Qualified SERP(5) | 1,053,447 | 1,053,447 | 1,053,447 | 1,053,447 | 1,053,447 | — | 1,053,447 | | | Disability | — | — | — | 216,665 | — | — | — | | | Total | 4,526,796 | 1,053,447 | 1,053,447 | 1,498,047 | 1,281,382 | — | 1,053,447 | | | Severance | 533,808 | — | — | — | — | — | — | | Dale M. McKim III | Restricted Stock(4) | 195,714 | — | — | 195,714 | 195,714 | — | — | | Executive Vice President, | Non-Qualified SERP(5) | 27,386 | — | — | 27,386 | 27,386 | — | — | | CFO and Treasurer | Disability | — | — | — | 326,666 | — | — | — | | | Total | 756,908 | — | — | 549,766 | 223,100 | — | — | | | Severance | 808,376 | — | — | — | — | — | — | | Loren D. Cole | Restricted Stock(4) | 215,634 | — | — | 215,634 | 215,634 | — | — | | Executive Vice President, | Non-Qualified SERP(5) | 238,516 | — | — | 238,516 | 238,516 | — | — | | and CIO | Disability | — | — | — | 300,737 | — | — | — | | | Total | 1,262,526 | — | — | 754,887 | 454,150 | — | — | | | Severance | 820,884 | — | — | — | — | — | — | | Peter K. Cosgrove | Restricted Stock(4) | 212,546 | — | — | 212,546 | 212,546 | — | — | | Executive Vice President, | Non-Qualified SERP(5) | 222,215 | — | — | 222,215 | 222,215 | — | — | | CCO and CRO | Disability | — | — | — | 84,829 | — | — | — | | | Total | 1,255,645 | — | — | 519,590 | 434,761 | — | — | | | Severance | 804,638 | — | — | — | — | — | — | | | Restricted Stock(4) | 211,949 | — | — | 211,949 | 211,949 | — | — | | Daniel D. Fariello | Non-Qualified SERP(5) | 286,303 | 143,152 | 143,152 | 286,303 | 286,303 | — | 143,152 | | President, Capital Bank Division | Disability | — | — | — | 346,707 | — | — | — | | | Total | 1,302,890 | 143,152 | 143,152 | 844,959 | 498,252 | — | 143,152 | | (1) The term "cause" generally means personal dishonesty, willful misconduct, breach of fiduciary duty, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), gross insubordination, or gross negligence. For the purposes of this paragraph, no act or failure to act shall be considered "willful" unless done or omitted to be done, by the executive officer not in good faith and without a reasonable belief that the executive officer's action or omission is in the best interests of the Bank. In no event shall the executive officer be deemed to have been terminated by Cause unless and until there shall have been delivered to the executive officer a copy of a certification by a majority of the non-officer members of the Board of Directors finding that the executive was guilty of conduct deemed to be Cause. | | | | | | | | | | (2) The term "change in control" generally means (i) any merger, consolidation or other corporate reorganization in which the Corporation or the Bank is not the surviving corporation, (ii) the event that any "person" (as that term is used in Section 13(d) and 14(d)(2) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of securities of the Corporation or the Bank representing thirty percent (30%) or more of the combined voting power of the Bank's then outstanding securities, provided that the acquisition of additional securities or voting power by a person who, as of the date of this Agreement, already is the direct or indirect beneficial owner of twenty percent (20%) of such combined voting power, shall not constitute a change of control, or (iii) the event in which a majority of the members of the Corporation's or the Bank's Board of Directors is replaced during any twenty-four (24) month period or who was appointed to the Corporation's or the Bank's Board of Directors during such twenty-four (24) month period as a result of a directive, supervisory agreement or order issued by the primary federal regulator of the Corporation or the Bank prior to the date of appointment or election. | | | | | | | | | | (3) The term "good reason" generally means (i) a material reduction in the executive officer's base salary or benefits in effect as of the effective date of the change in control; (ii) a material reduction in the executive officer's authority, duties or responsibilities from the position and attributes associated with the executive officer's position (or any successor executive position in effect as of the effective date of the change in control); (iii) a relocation of the executive officer's principal place of employment in effect immediately prior to the effective date of the change in control, resulting in an increase of the executive officer's commute of thirty (30) miles or more; or (iv) a material breach of the executive officer's change in control agreement by the Bank. | | | | | | | | | | (4) Our 2021 Equity Incentive Plan and the Restricted Stock Plan provide that, if the executive officer's employment is terminated without cause or if the executive officer resigns for good reason, after the effective date of the change in control (i.e., "double-trigger"), then the executive officer's unvested restricted stock awards become fully vested. The value of equity amounts represents the fair value of $49.80 per share, the closing price for the Corporation's common stock on December 31, 2023. | | | | | | | | | | (5) In the event of change in control, the executive officer's Defined Contribution SERP account will become fully vested and paid in a lump sum cash payment (i.e., "single trigger"). | | | | | | | | |

  38. Pay Versus Performance Table

    | Delinquent Section 16(a) Reports |

  39. Pay Versus Performance Table

    The Corporation’s executive officers and directors, as well as any 10% shareholders of the Corporation, are required by Section 16(a) of the Securities Exchange Act of 1934 to file reports with the SEC regarding their ownership of Corporation common stock, including changes in their stock ownership. The Corporation has reviewed these reports filed by the Corporation’s executive officers and directors during 2023, along with written statements received from the directors and executive officers. Based solely upon review of these reports furnished to the Corporation and its representatives and certain representations that no other reports were required, subject to the SEC reporting requirements, all directors and executive officers filed the required reports on a timely basis.

  40. Pay Versus Performance Table

    | Shareholder Proposals for Inclusion in the 2025 Proxy Statement |

  41. Pay Versus Performance Table

    The Corporation’s Board will establish a date for the 2025 Annual Meeting of Shareholders. The shareholder’s proposal must be received by the Corporate Secretary of Chemung Financial Corporation at its principal executive offices, One Chemung Canal Plaza, Elmira, New York 14901, no later than December 26, 2024, which is 120 days prior to the anniversary date the proxy statement for the 2024 Annual Meeting was first made available. The shareholder must also satisfy the other requirements of SEC Rule 14a-8. Under SEC Rule 14a-19, a shareholder intending to engage in a director election contest with respect to the Corporation's annual meeting of shareholders to be held in 2025 must give the Corporation notice of its intent to solicit proxies by providing the names of its nominees and certain other information at least 60 calendar days before the anniversary of the previous year's annual meeting. This deadline is April 5, 2025. Additionally, our Corporation Bylaws require the name and address of record of the proposing shareholder, appropriate information regarding the matter sought to be presented or person to be nominated, as well as the number of shares of our common stock that are owned by the proposing shareholder. Note that this requirement is separate from the notice requirements described in this Proxy Statement regarding the advance notice that is required before a shareholder is permitted to present a proposal for a vote at any annual meeting pursuant to the Corporation’s Bylaws. The Corporation’s Bylaws establish an advance notice procedure with regard to certain matters, including shareholder proposals and director nominations, which are properly brought before an annual meeting of shareholders. To be timely, a shareholder’s notice must be delivered to or mailed and received at the Corporation’s principal executive offices not less than 120 calendar days prior to the anniversary date the Proxy Statement was first made available to shareholders in connection with the previous year’s annual meeting of shareholders. In the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s Proxy Statement, notice by the shareholder to be timely must be so received a reasonable time before the solicitation is made.