Form 4: Tompkins Financial Director Increases Phantom Stock Holdings Through Deferred Compensation Plan

Nancy E. Catarisano, a Director at Tompkins Financial Corp, acquired additional phantom stock as part of a deferred compensation plan, increasing her beneficial ownership.

Summary

• Nancy E. Catarisano, a Director of Tompkins Financial Corp (TMP), acquired a total of 465.758 shares of phantom stock on July 2, 2025.
• The acquisitions occurred in two separate transactions: 132.149 shares and 333.609 shares.
• Each share of phantom stock is the economic equivalent of one share of Tompkins Financial common stock.
• The phantom stock was acquired at a price of $65.6456 per share.
• These shares represent deferred stock compensation under the Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries.
• Following these transactions, Ms. Catarisano beneficially owns 5,523.153 shares of phantom stock.
• The phantom stock is held in a rabbi trust and will be distributed upon the occurrence of certain events specified in the Plan.
• Ms. Catarisano does not have voting or investment power over these shares prior to their distribution.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock by a director, as part of a deferred compensation plan, is a positive signal of alignment between management and shareholder interests. It's a routine, expected event, but still indicates confidence.

Positives

• The acquisition of phantom stock by a director aligns their interests with those of shareholders, indicating confidence in the company's long-term performance.
• The phantom stock is part of a deferred compensation plan, which can be a positive retention mechanism for key personnel.

Negatives

• No direct negatives are apparent from this Form 4 filing, as it reports a routine compensation-related acquisition.

Risks

• The reporting person has no voting or investment power over the phantom stock prior to distribution, meaning their influence on company decisions is not directly tied to these specific holdings until they convert to common stock.

Future Outlook

The document does not contain specific forward-looking statements or guidance beyond the nature of the deferred compensation plan, which implies future distribution upon certain events.

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

This transaction is a routine insider filing common in the financial services industry, where executive and director compensation often includes equity-based awards like phantom stock to align management incentives with shareholder value. It reflects standard corporate governance practices for publicly traded financial institutions.

Comparison to Industry Standards

• The use of phantom stock as a deferred compensation mechanism is a common practice among financial institutions and publicly traded companies, aligning director interests with long-term shareholder value.
• While specific comparable companies or projects are not detailed, this type of equity-based compensation is standard across the banking and financial services sector, similar to practices seen at regional banks like Community Bank System, Inc. (CBU) or Chemung Financial Corporation (CHFC), which also utilize various forms of equity awards for their directors and executives.

Corporate Governance

Stakeholder Impact

• Shareholders: The acquisition of phantom stock by a director aligns their interests with shareholders, potentially fostering long-term value creation.
• Employees: No direct impact on general employees is indicated by this filing.
• Customers: No direct impact on customers is indicated by this filing.

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

Recommendation

Keywords

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