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 phantom stock on January 5, 2026.
• Two separate acquisitions occurred: 286.698 shares and 123.613 shares of phantom stock.
• Each share of phantom stock is the economic equivalent of one share of common stock.
• The phantom stock was acquired at a price of $72.2014 per share.
• These shares represent deferred stock compensation under the company's Amended and Restated Retainer Plan for Eligible Directors.
• The shares are held in a rabbi trust and will be distributed upon specific events outlined in the Plan.
• Catarisano does not have voting or investment power over these shares prior to distribution.
• Following these transactions, her total beneficial ownership of phantom stock is 6,482.863 shares.

Sentiment

Score: 6

Explanation: The filing reports a routine acquisition of phantom stock as part of a deferred compensation plan for a director. This is a standard practice and indicates continued alignment of director interests with shareholders, which is mildly positive, but does not reflect new operational or financial performance.

Positives

• Director Nancy E. Catarisano increased her beneficial ownership of phantom stock, aligning her interests with shareholders.
• The acquisition is part of a deferred compensation plan, indicating a structured approach to executive remuneration.

Future Outlook

This Form 4 filing does not contain specific forward-looking statements or guidance regarding the company's future performance, as it primarily reports an insider transaction.

Management Comments

• Each share of phantom stock is the economic equivalent of one share of common stock.
• Phantom stock represents deferred stock compensation under the Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries.
• These shares are held in a rabbi trust pending distribution upon the occurrence of certain events specified in the Plan.
• The reporting person has no voting or investment power over the shares prior to such distribution.

Industry Context

The acquisition of phantom stock as deferred compensation is a common practice in the financial services industry for compensating non-employee directors, aligning their long-term interests with those of shareholders. This transaction reflects standard corporate governance and compensation structures within the sector.

Comparison to Industry Standards

• The use of phantom stock for director compensation is a widely accepted practice among publicly traded companies, particularly in the financial sector, as it provides equity-linked incentives without immediate dilution or voting rights until conversion. This aligns with compensation strategies seen at peer institutions.

Corporate Governance

Related Party Transactions

• Acquisition of phantom stock by Director Nancy E. Catarisano as deferred compensation under the company's Amended and Restated Retainer Plan for Eligible Directors.

Stakeholder Impact

• Shareholders: Increased alignment of director interests with long-term shareholder value through equity-linked compensation.
• Directors: Receipt of deferred compensation in the form of phantom stock, contributing to their overall remuneration package.

Next Steps

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

Key Dates

Recommendation

This Form 4 reports a routine insider transaction related to director compensation. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The acquisition of phantom stock as deferred compensation is an expected part of director remuneration and generally indicates alignment of interests, but it is not a catalyst for a 'buy' or 'sell' decision.

Keywords

Tompkins Financial, TMP, Form 4, insider transaction, phantom stock, deferred compensation, director compensation, beneficial ownership