Form 4: Tompkins Financial Director Acquires Phantom Stock

Tompkins Financial Director Janet M. Coletti acquired 151.084 shares of phantom stock as deferred compensation, increasing her beneficial ownership to 684.48 shares.

Summary

• Janet M. Coletti, a Director of Tompkins Financial Corp (TMP), acquired 151.084 shares of phantom stock.
• The transaction occurred on October 3, 2025.
• Each share of phantom stock is the economic equivalent of one share of common stock.
• The phantom stock represents deferred stock compensation under the Amended and Restated Retainer Plan for Eligible Directors.
• These shares are held in a rabbi trust, pending distribution upon specific events outlined in the Plan.
• The acquisition price for the phantom stock was $65.5264 per share.
• Following this transaction, Janet M. Coletti beneficially owns 684.48 shares of phantom stock directly.

Sentiment

Score: 6

Explanation: Slightly positive, as it represents a director increasing their beneficial ownership, albeit through a compensation plan, which generally aligns interests with shareholders.

Positives

• The acquisition of phantom stock by a director aligns management's interests with those of shareholders, as the value is tied to common stock performance.
• The transaction is part of a structured deferred compensation plan, indicating a stable and established compensation framework for directors.

Risks

• The reporting person has no voting or investment power over the phantom stock shares prior to their distribution, limiting immediate influence on company decisions.

Future Outlook

The phantom stock will be distributed upon the occurrence of certain events specified in the Amended and Restated Retainer Plan for Eligible Directors.

Industry Context

This transaction is a routine insider filing, common in the financial services industry, reflecting deferred compensation for directors. Such plans are standard practice to retain and incentivize experienced board members by linking their long-term compensation to the company's stock performance.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock by Director Janet M. Coletti is a form of related party transaction, representing deferred compensation under a board-approved plan.

Stakeholder Impact

• Shareholders: The transaction indicates continued alignment of director interests with shareholder value through equity-based compensation.
• Employees: No direct impact mentioned for general employees.

Next Steps

• Distribution of phantom stock to the reporting person upon the occurrence of certain events specified in the Amended and Restated Retainer Plan.

Key Dates

Keywords

Tompkins Financial Corp, TMP, SEC Form 4, Insider Transaction, Phantom Stock, Director Compensation, Deferred Compensation, Beneficial Ownership, Corporate Governance