DEF 14A: Tompkins Financial Corporation Announces Details for 2024 Annual Shareholder Meeting

Tompkins Financial Corporation will hold its Annual Meeting of Shareholders on May 14, 2024, to elect directors, conduct an advisory vote on executive compensation, and ratify the appointment of KPMG LLP as the independent auditor.

Summary

• Tompkins Financial Corporation will hold its Annual Meeting of Shareholders on May 14, 2024, at the company's headquarters in Ithaca, New York.
• Shareholders will vote on the election of twelve directors for a one-year term expiring in 2025.
• An advisory vote will be conducted to approve the compensation paid to the company's named executive officers.
• Shareholders will also vote to ratify the appointment of KPMG LLP as the company's independent auditor for the fiscal year ending December 31, 2024.
• The record date for determining shareholders entitled to vote at the Annual Meeting is March 15, 2024.
• As of March 15, 2024, there were 14,405,020 shares of the company's common stock outstanding and entitled to vote.
• The Board of Directors recommends voting FOR each of the director nominees, FOR advisory approval of executive compensation, and FOR ratification of KPMG LLP's appointment.
• Shareholders can submit their proxies by telephone, internet, or mail before the specified deadlines.
• The company has adopted a policy prohibiting directors and executive officers from hedging the economic risk of their ownership of the company's equity securities or from pledging more than the lesser of (1) 1,000 shares and (2) 20% of the company's equity securities beneficially owned by such person.

Sentiment

Score: 7

Explanation: The document is primarily informational, outlining the agenda and procedures for the annual shareholder meeting. While it acknowledges some challenges in the economic environment, it also highlights the company's commitment to long-term value creation and effective risk management.

Positives

• The Board of Directors is actively engaged in overseeing the company's risks, including cybersecurity, asset quality, and capital management.
• The company has a clawback policy in place for executive compensation in the event of an accounting restatement.
• The company values the input of its shareholders and takes into account the outcome of the advisory vote on executive compensation.
• The company is committed to ongoing director education and oversight of environmental, social, and governance (ESG) matters.

Risks

• The economic environment, including the rise in inflation, increased interest rates and uncertainty in the overall financial services market, proved challenging in fiscal 2023.
• The company's net income for fiscal 2023 was down as compared to fiscal 2022 largely due to increased funding costs and operating expenses as well as a $52.9 million after tax loss related to the sale of available-for-sale investment securities in the second and third quarters of 2023 due to a balance sheet repositioning.

Future Outlook

The company aims to create long-term value for its shareholders, communities, and company by conducting its business in a manner that aligns with its core values.

Management Comments

• The Board feels the current leadership model offers advantages of including additional input and a range of prior experience within our leadership structure.
• The Committee rewards long-term value creation, and considers a number of performance factors when setting executive compensation.

Industry Context

The document provides information relevant to shareholders of Tompkins Financial Corporation, including details on director nominees, executive compensation, and the appointment of the independent auditor, which are standard items for a financial institution's annual meeting.

Comparison to Industry Standards

• The company uses a Benchmarking Peer Group of similar-sized banking institutions to compare compensation levels, practices, and financial performance.
• The company's performance-based equity awards are tied to the company's return on average equity (ROAE) compared to the Federal Reserve Board (FRB) Peer Group's ROAE.
• The company's compensation policies are also subject to guidance issued by banking regulators to ensure that incentive compensation arrangements appropriately tie rewards to longer-term performance and do not undermine the safety and soundness of the firm.

Related Party Transactions

• Director Paul Battaglia's son, Mark Battaglia, is employed by Tompkins Insurance Agencies, Inc. and received total cash compensation of $147,996 in 2023.

Stakeholder Impact

• Shareholders are provided with information to make informed decisions regarding the election of directors, executive compensation, and the appointment of the independent auditor.
• Employees are impacted by the company's compensation policies and benefit plans.
• The company's commitment to ESG matters and community impact can affect the broader community and stakeholders.

Next Steps

• Shareholders are encouraged to review the proxy materials and submit their votes by the specified deadlines.
• The Board of Directors will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.

Key Dates

Keywords

Annual Meeting, Shareholders, Directors, Executive Compensation, KPMG, Proxy Statement, Tompkins Financial