Form 4: Tompkins Financial Director Acquires Phantom Stock

Tompkins Financial Director Nancy E. Catarisano acquired additional phantom stock as deferred compensation, increasing her beneficial ownership.

Summary

• Nancy E. Catarisano, a Director of Tompkins Financial Corp (TMP), acquired additional phantom stock on October 3, 2025.
• The transactions involved the acquisition of 132.389 and 306.746 shares of phantom stock, totaling 439.135 shares.
• Each phantom stock share is economically equivalent to one share of common stock and represents deferred compensation under the Amended and Restated Retainer Plan for Eligible Directors.
• These shares are held in a rabbi trust, with distribution pending specific events, and the reporting person holds no voting or investment power prior to distribution.
• Following these transactions, Ms. Catarisano's beneficial ownership of phantom stock stands at 6,014.049 shares and 5,881.66 shares for the respective reported entries.

Sentiment

Score: 7

Explanation: The filing indicates a routine director compensation event through phantom stock acquisition, which aligns director interests with shareholders. It is a positive but not a significant market-moving event.

Positives

• Director Nancy E. Catarisano received deferred stock compensation, aligning her interests with shareholders.

Risks

• The reporting person has no voting or investment power over the phantom stock shares prior to their distribution.

Future Outlook

NA

Industry Context

The use of phantom stock as deferred compensation is a common practice in the financial services industry to align director incentives with long-term shareholder value, while deferring tax implications and actual share distribution.

Comparison to Industry Standards

• Deferred stock compensation plans, such as those involving phantom stock, are widely adopted by public companies, including financial institutions, to retain and incentivize directors.
• Companies like JPMorgan Chase & Co. and Bank of America Corp. also utilize various forms of equity-based compensation for their non-employee directors, often with vesting schedules or deferral mechanisms similar to Tompkins Financial's plan.

Related Party Transactions

• The acquisition of phantom stock by Director Nancy E. Catarisano as deferred compensation under the company's plan.

Stakeholder Impact

• Shareholders: Interests are further aligned with the director through equity-based compensation.

Next Steps

• Distribution of phantom stock upon the occurrence of certain events specified in the Amended and Restated Retainer Plan for Eligible Directors.

Key Dates

Keywords

Tompkins Financial, TMP, Insider Transaction, Form 4, Phantom Stock, Director Compensation, Equity Compensation