DEF 14A of Tompkins Financial Corp, Apr 2, 2024

DEF 14A of Tompkins Financial Corp

Filed Apr 2, 2024 · FY20230001140361-24-017295

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, twelve (12) directors will be elected for a one-year term expiring at the 2025 Annual Meeting, and with respect to each director, until their successor is elected and qualified. The following director nominees are currently serving as directors: Nancy E. Catarisano; Daniel J. Fessenden; Patricia A. Johnson; Angela B. Lee; John D. McClurg; Ita M. Rahilly; Thomas R. Rochon; Stephen S. Romaine; Michael H. Spain; Jennifer R. Tegan; and Alfred J. Weber. Their terms expire in 2024, and each is standing for re-election at the Annual Meeting. Each director was identified and nominated by the Nominating and Corporate Governance Committee for election at the Annual Meeting. Janet M. Coletti, currently serving on the Community Bank Board of Tompkins Community Bank Western New York, was also identified and nominated by the Nominating and Corporate Governance Committee for election at the Annual Meeting for a term of one year. The 12 nominees receiving the highest number of affirmative votes of the shares entitled to vote at the Annual Meeting will be elected to the Board. The persons named in the proxy to cast votes represented by proxies at the Annual Meeting are Matthew D. Tomazin and Cynthia M. Manuele. The proxies will vote as directed and, in the absence of instructions, will vote the shares represented by properly-executed proxies in favor of the election of nominees named below. In the event any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for the nominee, if any, who may be designated by the Board, upon recommendation of the Nominating and Corporate Governance Committee, to fill the vacancy. As of the date of this Proxy Statement, the Board is not aware that any nominee is unable or will decline to serve as a director.

  2. Director Qualifications, including Director Nominees

    Director Qualifications, including Director Nominees The following paragraphs provide information as of the date of this Proxy Statement regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that they should serve as a director. The information presented includes information each director has given us about positions they hold, their principal occupation and business experience for the past five years, certain non-profit boards on which they serve, and the names of other publicly-held companies of which they currently serve as a director or have served as a director during the past five years. Nancy E. Catarisano has served as a director of the Company since 2023. She served as a Director for the Bank of Castile from July 2020 through its consolidation with TCB on January 1, 2022. Ms. Catarisano also serves as a Director of Tompkins Community Bank, and as a Community Bank Board Director for Tompkins Community Bank Western New York. Ms. Catarisano joined Insero & Co., a “Top 100” full-service public accounting firm located in Rochester, New York, in 1999 and currently serves as the firm’s Managing Partner. She founded the firm’s Outsource Accounting Services Group, and provides outsource financial services to her clients that include matters relating to accounting transaction processing and cash management, strategic planning, equity and debt financings, and mergers and acquisitions. As Managing Partner, Ms. Catarisano has doubled the size of the firm. She is a Certified Public Accountant, a member of the American Institute of Certified Public Accountants, and the New York State Society of Certified Public Accountants. Ms. Catarisano serves on the Executive, Finance, Audit, and Investment Committees of the Al Sigl Community of Agencies, and is prior Chair of the agency’s Board of Trustees. She is also actively involved with many different business, community, and charitable organizations across Western New York. We believe Ms. Catarisano’s qualifications to sit on our Board include her more than 20 years of public accounting experience, active engagement with charitable organizations, and her connections to the business community in Western New York. Janet M. Coletti serves as Community Bank Board Director for Tompkins Community Bank Western New York. Ms. Coletti joined the Community Bank Board for Western New York in January 2023. Prior to her retirement in 2020, Ms. Coletti served as Executive Vice President and Chief Human Resources Officer of M&T Bank, a Fortune 500 company headquartered in Buffalo, New York. Ms. Coletti started her career at M&T in 1985 and held numerous positions in the Consumer Banking and Business Banking divisions before becoming Chief Human Resources Officer in 2015. Ms. Coletti was directly responsible for leading and managing M&T Bank’s Human Resources functions, including recruiting, training and leadership development, compensation and benefits, diversity and inclusion, and employee engagement. She also served as a member of M&T Bank’s executive management committee, which was responsible for leading all bank activities and operations. Since November 2019, Ms. Coletti has served on the board of Moog, Inc. (NYSE: MOG.A), a worldwide designer, manufacturer and systems integrator of high performance precision motion and fluid controls and controls systems for a broad range of applications in aerospace and defense and industrial markets. She also serves on the board of Culain Capital Management, a specialty finance company. Ms. Coletti is involved with many community organizations in the greater Buffalo area, including Providence Farm Collective and the Roycroft Campus Corporation. We believe Ms. Coletti’s qualifications to sit on our Board include her 35 years of banking experience, public company experience as an executive and director, and her active engagement with numerous business and community organizations in the Western New York area. Daniel J. Fessenden has served as a director of the Company since 2009. He was a director of Tompkins Trust Company from January 2009 through its consolidation with TCB on January 1, 2022, and now serves as a Director for Tompkins Community Bank (effective January 2022). Effective January 2022, Mr. Fessenden also serves on TCB’s Community Bank Board for Central New York, where he also currently serves as Chair. Mr. Fessenden served as a member of the New York State Assembly from 1993 to 1999. He has served as the Executive Director of the Fred L. Emerson Foundation, a family foundation located in Auburn, New York since January 2007. From 2004 to 2006 he served as the founding Executive Director of the Cornell Agriculture & Food Technology Park, Geneva, New York. Mr. Fessenden has been actively engaged with numerous business, civic and educational organizations throughout the Central New York region. We believe Mr. Fessenden’s qualifications to sit on our Board include his extensive experience in government and public service, his executive experience in the private sector, his active engagement with civic organizations, and his deep connections to the Central New York business community. Patricia A. Johnson has served as a director of the Company since 2006. Ms. Johnson served as a director of Tompkins Trust Company from 2002 to 2014, and served as a director of Tompkins VIST Bank from April 2014 through its consolidation with TCB on January 1, 2022. She now serves as a Director for Tompkins Community Bank (effective January 2022), and also serves on TCB’s Community Bank Board for Pennsylvania. Ms. Johnson previously served as the Vice President for Finance and Administration with Lehigh University in Bethlehem, PA, retiring in June of 2022. She had previously been with Cornell University, starting as the Assistant Treasurer in 1995, and later serving as Associate Vice President & Treasurer. Ms. Johnson has served on the boards of several regional economic development/workforce training organizations, and she has demonstrated civic leadership through her service on the boards of many local charitable or educational institutions. We believe Ms. Johnson’s qualifications to sit on our Board include her accounting expertise and her ability to understand and evaluate the Company’s complex financial operations. Angela B. Lee has served as a director of the Company since 2023. She served as a Director for Tompkins Trust Company from December 2021 through its consolidation with TCB on January 1, 2022. She now serves as a Director for Tompkins Community Bank, and also serves as a Community Bank Board Director for Tompkins Community Bank Central New York. She is Chief Diversity Officer at Baxter International, Inc. (“Baxter International”), a global public medical healthcare company, where she works to help the organization enhance a culture of belonging by leading efforts to embed diversity, equity, and inclusion across all aspects of Baxter’s business. Previously, Ms. Lee served as Vice President of Human Resources, and Chief Talent & Diversity Officer at the recently acquired Hill-Rom Holdings, Inc. prior to its acquisition by Baxter International. Ms. Lee has more than 25 years of experience as a human resources executive, which includes extensive strategic business partnering skills; talent management; talent acquisition; total rewards; diversity, equity and inclusion; employee relations; and cultural integration. Ms. Lee is an active member of her community, working with civic and charitable organizations in the Central New York area. We believe Ms. Lee’s qualifications to sit on our Board include her extensive human resource experience, her work to further diversity, equity, and inclusion initiatives, and her connections to the Central New York business and civic community.

  3. Director Qualifications, including Director Nominees

    John D. McClurg has served as a director of the Company since 2023. He served as a Director for the Bank of Castile from 1995 through its consolidation with TCB on January 1, 2022. He now serves as a Director for Tompkins Community Bank, a Community Bank Board Director for Tompkins Community Bank Western New York, and Chair of the Western New York Bank Loan Committee. Mr. McClurg has served as president of McClurg Chrysler Dodge Jeep Ram since 1989 and McClurg Chevrolet since 1991. He has been a member of the New York State Automobile Dealers Association since 2013 and served as its Chair from 2018 to 2019. He also serves as a member of the boards for the National Auto Dealers Association and the New Car Dealers of Western NY Charitable Foundation. Mr. McClurg has served many local charitable organizations. We believe Mr. McClurg’s qualifications to sit on our Board include his deep ties to the Western New York community and his 40 plus years of experience owning and operating an automobile dealership. Ita M. Rahilly has served as a director of the Company since 2020. She served as a director of Tompkins Mahopac Bank from 2018 through its consolidation with TCB on January 1, 2022. Effective January 2022, Ms. Rahilly now serves as a Director for Tompkins Community Bank, and she serves on TCB’s Community Bank Board for the Hudson Valley. She is the owner of Ita M. Rahilly CPA PC, and has been a Partner with the firm of RBT CPAs, LLP in Newburgh, NY since January 1, 2005, where she is the Partner in charge of the firm’s trust estate and gift division, assisting closely-held businesses and their shareholders, and high net worth individuals in achieving their goals. Ms. Rahilly is an Accredited Estate Planner, a member of the Governing Council of the American Institute of Certified Public Accountants (AICPA), a past President of the New York State Society of Certified Public Accountants (NYSSCPA), a member of the National Association of Estate Planners and Councils, and a member of the Hudson Valley Estate Planning Council. Ms. Rahilly also serves on the board of directors of the State University of New York at New Paltz Foundation and is a member of its Audit Committee. Ms. Rahilly is highly regarded by clients and peers and widely recognized for her expertise in estates, trusts and succession planning, corporate, partnerships, international taxation, and non-profit information reporting. We believe Ms. Rahilly’s qualifications to sit on our Board include her 40 years of extensive public accounting experience dealing with financial and accounting matters for complex organizations. She has acquired a deep understanding of the Hudson Valley business environment during her years of working with commercial clients in the region. Thomas R. Rochon has served as a director of the Company since 2009, and was elected Chair of the Board in May 2014. He served as a director of Tompkins Mahopac Bank from July 2017 through its consolidation with TCB on January 1, 2022, and he served as a director of Tompkins Trust Company from January 2009 to June 2017. Effective January 2022, Mr. Rochon now serves as a Director for Tompkins Community Bank, and he serves on TCB’s Community Bank Board for the Hudson Valley. In July 2017, Dr. Rochon joined the Educational Records Bureau (ERB), a not-for-profit educational testing and assessment company based in New York. He was named President of ERB in December 2017. From July 2008 through June 2017, Dr. Rochon served as President of Ithaca College. He has served on the boards of a number of organizations related to higher education and community service, and is actively involved with several local charitable and community service organizations. We believe Dr. Rochon’s qualifications to sit on our Board include his many years of management experience, including as President of ERB and as former President of Ithaca College, as well as an understanding of the challenges faced by organizations that operate in a heavily regulated sector. Stephen S. Romaine has served as a director of the Company since 2007. Mr. Romaine was appointed President and Chief Executive Officer of the Company in January 2007. He had served as President and Chief Executive Officer of Tompkins Mahopac Bank from January 2003 through December 2006. Prior to this appointment, Mr. Romaine was Executive Vice President, Chief Financial Officer of Mahopac National Bank. In addition to the Company Board, Mr. Romaine serves on the TCB Board, and maintains an advisory role on TCB’s Community Bank Boards in each of its local markets. Mr. Romaine currently serves on the Board of the Federal Home Loan Bank of New York, as well as the New York Bankers Association, where he served as Chair from March 2016 through March 2017. His recent civic involvement includes service as a member of the boards of local historical and educational institutions. We believe Mr. Romaine’s qualifications to sit on our Board include his more than 30 years as an executive in the financial services industry, including his current position as President and Chief Executive Officer of the Company. Michael H. Spain has served as a director of the Company since 2000. Mr. Spain served as a director of Tompkins Mahopac Bank from 1992 through its consolidation with TCB on January 1, 2022. Effective January 2022, Mr. Spain now serves as a Director for Tompkins Community Bank. He began serving as the Chair of the Board of Directors of Tompkins Mahopac Bank in June 2017, and now chairs the TCB Community Bank Board for Hudson Valley (effective January 2022). Mr. Spain serves as Executive Vice President of Brown & Brown of New York, Inc., d/b/a the Spain Agency, an insurance agency located in Mahopac, New York. Mr. Spain served as President of the Spain Agency from 1989 until 2015 when it became wholly owned by Brown & Brown, Inc. Mr. Spain also holds leadership positions with several privately-held real estate development companies and is involved with many charitable organizations in the Hudson Valley. We believe Mr. Spain’s qualifications to sit on our Board include his more than 20 years of service as a Tompkins Mahopac Bank Director, and his extensive executive experience in the financial services industry.

  4. Director Qualifications, including Director Nominees

    Jennifer R. Tegan has served as a director of the Company since 2019. Ms. Tegan served as a director of Tompkins Trust Company from 2016 through its consolidation with TCB on January 1, 2022. Effective January 2022, Ms. Tegan serves as a Director for Tompkins Community Bank, and she serves on TCB’s Community Bank Board for Central New York. She is Managing Director of NY Ventures, Division of Small Business and Technology Development of Empire State Development, where she is charged with leading investments in high growth start-up businesses across the state of New York. From 2002-2020 she worked with Cayuga Venture Fund located in Ithaca, NY, supporting and financing entrepreneurs in technology-based companies across a broad spectrum of industries. Ms. Tegan has served on the boards of several privately-owned companies as well as the board of the National Venture Capital Association. Ms. Tegan is past President and current Executive Committee Member of the Upstate Capital Association of NY Board, a membership trade organization whose mission is to increase access to capital for entrepreneurs and companies in upstate New York. Ms. Tegan’s civic commitments include past service on the board of directors of the Elizabeth Ann Clune Montessori School of Ithaca, as well as board service for non-profit organizations which support regional economic growth and capital access for regional entrepreneurs. We believe Ms. Tegan’s qualifications to sit on our Board include her extensive experience fostering the development of early-stage businesses in our local market, the banking industry knowledge she has acquired through her service as a director of Tompkins Trust Company, and her demonstrated commitment to local, regional and state economic development, and other civic engagement in the Tompkins County region. Alfred J. Weber has served as a director of the Company since August 2012 and as Chair of the Board of VIST Financial Corporation from 2005 to 2012, where he served as a director from 1995 until its acquisition by the Company in August 2012. He was a director of Tompkins VIST Bank, where he also served as Chair, from 2005 through its consolidation with TCB on January 1, 2022. Effective January 2022, Mr. Weber now serves as a Director for Tompkins Community Bank, and he serves on TCB’s Community Bank Board for Pennsylvania, for which he is Chair. Mr. Weber is President of Tweed-Weber-Danks, Inc., a management consulting firm. He has been in the consulting industry since 1974, and the president of his own business since 1984. The fundamental focus of his work is to help clients build and implement strategies to gain and sustain competitive advantage in their marketplace. Mr. Weber has worked with hundreds of businesses, not-for-profit organizations, health and home care agencies, and associations across the country. He currently serves on several community development boards in the Berks County, Pennsylvania region, and serves on the board of directors of three privately-held companies in the manufacturing/retail industries. We believe Mr. Weber’s qualifications to sit on our Board include his experience in leading change initiatives and his expertise in the area of strategic planning. The names and ages of the Company’s executive officers, including the named executive officers identified in the Summary Compensation Table in this Proxy Statement, their positions and offices held with the Company, their term of office and experience are set forth in Part I of the Company’s Annual Report, a copy of which is included in the proxy materials.

  5. Director Compensation

    Director Compensation It is the general policy of the Board that employee directors are not paid for their service on the Board beyond their regular employee compensation. The following table sets forth the compensation paid to the Company’s non-employee directors for their service during 2023:

  6. Director Compensation

    | 2023 Director Compensation | | | | | | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation | Total | | | ($) | ($) | ($) | ($) | | Alexander | — | 81,000 | — | 81,000 | | Battaglia | 122,300 | — | — | 122,300 | | Catarisano | — | 68,767 | — | 68,767 | | Fessenden | 37,600 | 67,100 | — | 104,700 | | Fulmer | 112,780 | — | — | 112,780 | | Johnson | 95,384 | — | — | 95,384 | | Lee | — | 58,367 | — | 58,367 | | McClurg | 76,667 | — | — | 76,667 | | Milewski | 41,626 | — | — | 41,626 | | Rahilly | 93,300 | — | — | 93,300 | | Rochon | 93,400 | 93,400 | — | 186,800 | | Spain | 94,200 | — | — | 94,200 | | Tegan | 21,000 | 71,300 | — | 92,300 | | Weber | 30,700 | 55,500 | — | 86,200 | | Yunker | 40,173 | — | — | 40,173 |

  7. Director Compensation

    | (1) Amounts disclosed for certain Directors include cash compensation for service on subsidiary boards. For a more detailed discussion of such fees, see “Community Bank Board and Committee Service Compensation” below. |

  8. Director Compensation

    | (2) The stock awards disclosed here reflect grant date fair value in accordance with ASC Topic 718, and were earned by the Directors and deferred under Tompkins’ Amended and Restated Plan for Eligible Directors of Tompkins Financial Corporation and Wholly-Owned Subsidiaries (the “Retainer Plan”). The stock awards under the Retainer Plan are discussed in more detail below under the heading “Timing and Manner of Payment of Director Compensation.” Dividends are reinvested pursuant to the Company’s Dividend Reinvestment and Stock Purchase and Sale Plan. |

  9. Director Compensation

    The Company paid non-employee directors annual fees as shown in the table below. The fees are paid in quarterly installments. Chair retainer fees are paid in lieu of the applicable committee retainer fees. These amounts are all included in the aggregate for each director in the table, “2023 Director Compensation,” above.

  10. Director Compensation

    | | Non-Employee Director | Committee Chair Retainer Fee | Committee Member Retainer Fee | | | ($) | ($) | ($) | | Annual Retainer | 37,600 | | | | Audit & Risk Committee | | 30,000 | 15,000 | | Nominating and Corporate Governance Committee | | 15,000 | 10,500 | | Compensation Committee | | 15,000 | 10,500 | | Qualified Plans Investment Review Committee | | 6,600 | 4,500 |

  11. Director Compensation

    All non-employee directors’ fees paid for service on the Board were paid in cash or, if a valid election was made by the director prior to January 1, 2023, such Directors’ fees were deferred pursuant to (i) the Retainer Plan or (ii) pursuant to a Deferred Compensation Agreement. In lieu of any retainer and/or committee fees (including the community bank board retainer fees described below), an annual retainer was paid to Thomas R. Rochon in 2023 for his service as Chair of the Board, as well as his service on the Community Bank Board of Tompkins Community Bank Hudson Valley, in the amount of $186,800, paid in quarterly installments of $46,700. For his service during 2023, in lieu of any committee fees (including the community bank board retainer fees described below), James W. Fulmer received $112,780 paid in quarterly installments of $28,195 for his service as Vice Chair of the Board, as well as his service on the Community Bank Boards of Tompkins Community Bank Pennsylvania and Tompkins Community Bank Western New York, on the Board of Tompkins Insurance Agencies subsidiaries, and on the Audit & Risk Committee. The Nominating and Corporate Governance Committee recommends the amount and form of director compensation to the Company’s Board, and the Board reviews director compensation annually. Community Bank Board and Committee Service Compensation With the exception of Thomas R. Rochon and James W. Fulmer, who are paid the annual retainers described above, non-employee members of the Board who also sit on our community bank boards receive the following annual fees in quarterly installments. These amounts are all included in the aggregate for each director in the table, “2023 Director Compensation,” above:

  12. Overview

    | • | Cash Bonuses. In February 2024, cash bonus awards were paid to many senior officers of the Company, including all of the Named Executive Officers, for fiscal 2023 performance. These bonus amounts were paid below the target bonus opportunity levels. |

  13. Overview

    | • | Long-Term Equity-Based Awards. In November 2023, a number of executives, including our Named Executive Officers, received long-term equity-based awards. Our Named Executive Officers received equity awards with both performance-based and time-based vesting. |

  14. Compensation Committee and Process

    Compensation Committee and Process Role of the Compensation Committee, Management, and Consultants The Committee is responsible for general oversight of personnel policies for the Company and its subsidiaries, including review and administration of non-qualified deferred compensation, administrative and non-fiduciary aspects of retirement and supplemental executive retirement plans, long-term equity compensation, and executive compensation plans. Each of the members of this Committee is an “Independent Director” as defined in Section 803A of the NYSE American Company Guide, and also meets the heightened independence standards for compensation committee members set forth in NYSE American Rule 805(c). The Committee makes recommendations concerning the compensation of our Named Executive Officers, and those recommendations are reviewed and approved by our Independent Directors; however, equity awards are granted solely by the Committee, as the designated administrator of our equity incentive plans. The Independent Directors, under the leadership of our independent Chair, are responsible for establishing the annual performance goals and objectives of the Chief Executive Officer and evaluating his performance in light of such goals and objectives. Executive officers do not play a role in determining their own compensation, but they are called on to make recommendations concerning those individuals that report to them, including an assessment of performance. The Company’s Chief Executive Officer makes recommendations to the Committee regarding the compensation of the Named Executive Officers that report to him. The President of Tompkins Community Bank makes recommendations to the Committee regarding the compensation of bank market presidents, including Ms. Kunkel. Additionally, the Committee reviews the competitiveness of the Company’s compensation programs, and oversees the succession planning process for executive officers, other than the Chief Executive Officer, for whom succession planning is conducted at the full Board level. The Committee also discusses and considers the results of the shareholders’ advisory vote when making decisions on the compensation paid to our Named Executive Officers and potential changes to such compensation, as discussed further below. As permitted by law and by the rules of the NYSE American, the Committee may delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee. The Compensation Committee has the authority to retain outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions. In July 2022, the Committee retained the services of AON Human Capital Solutions, a division of Aon, plc (“AON”). With respect to 2023 compensation, AON provided general research regarding industry trends for executive positions, short-term incentive performance metrics and long-term compensation levels for all executive officers. AON also advised the Committee and management regarding the amendment of the 2019 Equity Incentive Plan to increase shares available for issuance under the plan. During 2023, AON completed a compensation study of executive compensation and assisted the Committee in developing a new Benchmarking Peer Group to be used with respect to 2024 and future compensation decisions. The Committee has assessed the independence of AON pursuant to SEC rules and exchange requirements, and has concluded that no conflict of interest exists that would impair either company’s ability to independently provide services to the Compensation Committee. Process of Determining Named Executive Officer Compensation In furtherance of its objective to attract, develop and retain high caliber executives who are capable of maximizing the Company’s performance for the benefit of its shareholders, the Committee periodically compares its compensation levels, practices, and financial performance to survey and publicly available data for a group of banking institutions of similar size, geographic market or structure (the “Benchmarking Peer Group”). For 2023, the Benchmarking Peer Group remained unchanged from 2022 and consisted of the following financial institutions:

  15. Changes to 2024 Incentive Compensation Based on Consideration of Say-on-Pay Results

    Changes to 2024 Incentive Compensation Based on Consideration of Say-on-Pay Results An advisory vote on executive compensation was held in 2023, and the shareholders adopted a resolution approving, on an advisory basis, the compensation paid to our Named Executive Officers by an affirmative vote of 71.96% (the “say-on-pay vote”). Because the say-on-pay vote was advisory, it was not binding upon the Board or Committee; however, the Committee values the input of our shareholders and took into account the outcome of the vote. Following the analysis of the 2023 say-on-pay vote, the Board Chair engaged in shareholder outreach. Based on these discussions, the Committee, in consultation with AON, adjusted how it will set and consider performance metrics for the Named Executive Officers’ annual incentive compensation for 2024. In January 2024, the Committee set specific targets and payout levels for corporate performance against which the Committee will determine the annual incentive compensation for the Named Executive Officers for 2024. Although not in place for the 2023 fiscal year, the Committee assessed overall Corporate performance through the lens of these revised metrics. At the Annual Meeting, shareholders are again being asked to approve, on an advisory basis, the compensation paid to our Named Executive Officers. See “Proposal No. 2 – Advisory Vote on Executive Compensation,” below

  16. Components of Compensation

    Components of Compensation The major components of the Company’s executive officer compensation are: (i) base salary, (ii) annual bonus, (iii) long-term, equity-based awards, and (iv) retirement and other benefits. Base Salary. The Company’s base salary program is designed to recognize the roles and responsibilities of executive officers’ positions and their performance in those roles. The Committee annually reviews the salaries of the Company’s executives. When setting base salary levels for recommendation to the Independent Directors on the Board, the Committee considers (a) competitive market conditions for executive compensation including the Benchmarking Peer Group, (b) the Company’s ability to provide merit adjustments to their employees, including NEOs and (c) the individual’s performance with respect to their business unit and demonstrated leadership. In 2023 the Committee established a 4% merit budget and recommended increases ranging from 0% to 5%. In 2023, most of the Company’s employees received salary increases, including each of the Named Executive Officers, as shown in the table below.

  17. Components of Compensation

    Annual Bonus. The Company chooses to pay annual cash bonuses in order to motivate executives to work effectively to achieve the Company’s financial and strategic performance objectives, and to reward them for such achievement. For 2023, the Committee retained the target bonus as a percentage of base salary for each NEO. The target annual bonus and weightings for corporate and individual performance for each NEO is set forth below:

  18. Components of Compensation

    | Name | Target Bonus as % of Base Salary | % Bonus Based On: | | | | | Corporate Performance | Individual Performance | | Stephen S. Romaine | 50% | 80% | 20% | | Matthew D. Tomazin | 15% | 30% | 70% | | Francis M. Fetsko | 30% | 60% | 40% | | John M. McKenna | 40% | 50% | 50% | | David S. Boyce | 35% | 50% | 50% | | Ginger G. Kunkel | 35% | 50% | 50% |

  19. Components of Compensation

    Mr. Tomazin’s target bonus was based on his base salary of $241,500, prior to his promotion to Chief Financial Officer. Mr. Fetsko’s target bonus was based on his annual base salary of $487,700, which was in effect prior to his change in position. Mr. Fetsko’s target bonus as a percentage of base salary was reduced from 40% to 30%. The Committee determined the annual bonus payouts for each of our executives (including our Named Executive Officers) based on its assessment of corporate and individual performance during 2023. Corporate Performance. In assessing corporate performance, the Committee considered the Company’s Core earnings per share (“EPS”), Core revenue per share, and Core pre-tax pre-provision net revenue (“PPNR”) per share (each with equal weighting). The Committee chose these performance metrics because they measure both top and bottom line performance. The Committee chose non-GAAP Core metrics to focus on operating performance and exclude unusual and non-recurring items, including losses on sales of debt securities and restructuring costs. PPNR provides a measure of profitability which is neutral to the impact of asset quality and taxes. Based on the 2023 results shown below as compared to corporate goals for 2023 and 2022 results, the Committee determined that corporate performance was achieved at a level of 50%.

  20. Components of Compensation

    | Corporate Performance Metrics | 2022 | 2023 | Target 2023 | | Core Earnings Per Share | $6.03 | $4.64 | $6.20 | | Core Revenue Per Share | $21.24 | $20.19 | $22.93 | | Core Pre-Tax Pre-Provision Net Revenue per Share | $7.87 | $6.38 | $8.62 |

  21. Components of Compensation

    | | Base Salaryx | Target Bonus % | x [ ( | Corporate Weightx | Corporate Performance | ) + ( | Individual Weightx | Individual Performance | ) ] = | Actual Bonus Paid | | Stephen S. Romaine | $836,000x | 50% | x [ ( | 80%x | 50% | ) + ( | 20%x | 100% | ) ] = | $250,800 | | Matthew D. Tomazin(1) | $241,500x | 15% | x [ ( | 30%x | 50% | ) + ( | 70%x | 93% | ) ] = | $55,000 | | Francis M. Fetsko | $487,700x | 30% | x [ ( | 60%x | 50% | ) + ( | 40%x | 100% | ) ] = | $102,400 | | John M. McKenna | $481,700x | 40% | x [ ( | 50%x | 50% | ) + ( | 50%x | 74% | ) ] = | $119,500 | | David S. Boyce | $389,300x | 35% | x [ ( | 50%x | 50% | ) + ( | 50%x | 85% | ) ] = | $92,000 | | Ginger G. Kunkel | $321,300x | 35% | x [ ( | 50%x | 50% | ) + ( | 50%x | 60% | ) ] = | $61,900 |

  22. Components of Compensation

    | (1) While Mr. Tomazin’s target bonus was based on his base salary prior to his promotion to Chief Financial Officer, the Committee increased the amount paid to Mr. Tomazin in consideration of his promotion. |

  23. Components of Compensation

    Long-Term, Equity-Based Awards. In November 2023, the Named Executive Officers each received equity awards with performance-based and time-based vesting. The number and type of awards granted to each Named Executive Officer are set forth below. Performance-Based Awards. The Committee grants RSUs to promote executive retention and incentivize the Named Executive Officers to achieve long-term performance goals that create shareholder value and are earned if the specified financial goal is met at the end of the performance period. For 2023, the Committee granted performance-based awards in the form of restricted stock units (“RSUs”). These RSUs will vest in shares of the Company’s common stock subject to the Company’s achievement of performance goals over the period beginning on January 1, 2024 and ending on December 31, 2026 (the “performance period”).

  24. Components of Compensation

    | Name | Performance-Based RSUs | | | | Target Award (in RSUs) | Maximum Award (in RSUs) | | Stephen S. Romaine | 4,940 | 8,398 | | Matthew D. Tomazin | 1,160 | 1,856 | | Francis M. Fetsko | — | — | | John M. McKenna | 1,665 | 2,664 | | David S. Boyce | 1,160 | 1,856 | | Ginger G. Kunkel | 1,160 | 1,740 |

  25. Components of Compensation

    The shares of common stock underlying the RSUs will vest at the target level if the average of the Company’s return on average equity (“ROAE”) for each quarter over the performance period is greater than or equal to the average of the Federal Reserve Board (“FRB”) Peer Group’s ROAE reported at the 50th percentile for each quarter during the performance period. The maximum performance goal will be met if (1) the average of the Company’s ROAE for each quarter over the performance period is greater than or equal to the average of the FRB Peer Group’s ROAE reported at the 75th percentile for each quarter during the performance period and (2) the Company achieves a 10% average increase in Core earnings per share (“EPS”) during the performance period. The Company’s FRB Peer Group is the group of companies included in the FRB’s Bank Holding Company Performance Report (“BHCPR”), Peer Group 2, which covers banks and bank holding companies with assets between $3 billion and $10 billion. Return on Average Equity is shown in the BHCPR as Net Income/Average Equity Capital. Core EPS means net income attributable to Tompkins Financial Corporation before extraordinary items, and less net gain or loss on the sale of securities and nonrecurring items, expressed on a diluted per share basis. The Committee evaluates performance achievement after the FRB releases the BHCPR for the fourth quarter of the last fiscal year of the performance period. In evaluating whether performance conditions are met, the Committee may consider adjustments to exclude the effect of certain transactions, extraordinary or non-recurring items, or accounting changes. If one of our NEOs meets certain eligibility requirements and retires prior to the expiration of the performance period, the NEO will remain eligible to receive the shares covered by their award so long as the performance goal is attained, subject to the NEO’s compliance with a three-year non-competition agreement. In each of the years 2019 through 2022, the Committee granted Mr. Fetsko awards of restricted stock that vested based on performance and time-based conditions. The Committee granted these awards to promote further retention and to recognize his overall contributions to the Company. By stepping down from his CFO position in September 2023, Mr. Fetsko forfeited those awards. He remains eligible to receive the shares of common stock underlying the performance-based RSUs granted in 2022. See the “2023 Outstanding Equity Awards at Fiscal Year-End” table. Time-Based Awards. The time-based awards were granted in restricted stock and are subject to a five-year vesting schedule. This schedule provides for zero percent vesting in year one and 25% vesting in years two through five. The Committee granted these awards to promote executive retention and alignment with shareholders.

  26. Components of Compensation

    | Name | Time-Based Restricted Stock Awards | | Stephen S. Romaine | 4,940 | | Matthew D. Tomazin | 1,160 | | Francis M. Fetsko | — | | John M. McKenna | 1,665 | | David S. Boyce | 1,160 | | Ginger G. Kunkel | 1,160 |

  27. Components of Compensation

    More information about the terms and conditions of these grants is available in the “Grants of Plan-Based Awards” table and related narrative. The Company chooses to award equity-based compensation because such grants (1) align executive interests with shareholder interests by creating a direct link between compensation and shareholder return, (2) give executives a significant, long-term interest in the Company’s success and (3) help retain key executives in a competitive market for executive talent. While the Committee recognizes that the executives of the Company can exert very little influence on short-term fluctuations in stock price, the Committee does believe that long-term stock price appreciation reflects achievement of strategic goals and objectives. Equity awards are granted based on the Named Executive Officer’s roles and their anticipated contribution to the achievement of the Company’s strategic goals and objectives. The Committee typically grants equity awards in November each year. Time-based awards typically vest over a five (5) year period, and the Committee has historically referenced a three (3) year performance period for performance-based grants. In determining how to structure the 2023 equity awards, the Committee considered information and recommendations provided by AON with respect to performance-based awards for a number of executives including the Named Executive Officers. The value of awards to our Named Executive Officers helps to ensure that their compensation levels remain competitive with peers. Retirement and Other Benefits. The Company maintains several programs that are designed to assist Company employees with their long-term retirement planning. The majority of Company employees, including the Named Executive Officers, are eligible to participate in the Tompkins Retirement Savings Plan (the “401(k) Plan”) and the Employee Stock Ownership Plan (the “ESOP”). The Committee believes that, in addition to providing retirement income, these plans have the added benefit of linking compensation to the Company’s stock performance. The Company also maintains defined contribution and defined benefit pension plans. 401(k) Plan. The 401(k) Plan is a profit-sharing plan with a salary deferral arrangement that meets the requirements of Section 401(k) of the Internal Revenue Code of 1986, as amended. Pursuant to the 401(k) Plan, an employee may defer a portion of base pay, within limits specified in the 401(k) Plan. For 2023, the Company matched 100% of an employee’s contribution up to 3% of the employee’s base pay, and 50% of the employee’s additional contributions greater than 3%, but not more than 5%, of the employee’s base pay. In addition, substantially all employees of the Company and its subsidiaries who were first employed before July 2023, including the Named Executive Officers, are eligible to receive an annual discretionary Company contribution to the 401(k) Plan based on age and length of service. These discretionary contributions are subject to a three-year vesting period. Certain employees, including Mr. McKenna, who participated in the Tompkins Financial Corporation 2015 Defined Contribution Plan as of November 30, 2021 receive a contribution to the 401(k) plan at an increased level based on age and length of service. Profit-Sharing. Substantially all employees of the Company and its subsidiaries, including the Named Executive Officers, are eligible to receive an annual cash profit-sharing payment. Employees may elect to defer all or a portion of their profit-sharing cash payment to the 401(k) Plan (which deferral is not eligible for matching by the Company). Eligible compensation used to determine profit sharing contributions is limited to the annual IRS mandated compensation limit ($330,000 for 2023). However, the Company pays a “supplemental profit sharing” amount as current cash compensation to the Named Executive Officers which represents the profit sharing attributable to their compensation in excess of the IRS-mandated compensation limit under Section 415 of the United States Internal Revenue Code (the “Code Section 415 Limit”). The profit-sharing and supplemental profit-sharing cash component amounts for the Named Executive Officers are included as “All Other Compensation” in the Summary Compensation Table below, and described in Note 5 to that table. Employee Stock Ownership Plan (“ESOP”). The purpose of the ESOP is to permit the Company to make discretionary profit-sharing contributions to employees in the form of shares of common stock of the Company in order to facilitate stock ownership by employees. The Company’s Board of Directors determines the contributions, which are limited to a maximum amount as stipulated in the ESOP. In January 2024, the Board determined that no ESOP contribution would be made for 2023. Pension Plan. The Company has a defined benefit pension plan, called the Tompkins Financial Corporation Retirement Plan (the “Pension Plan”), which covers substantially all employees of the Company and its subsidiaries who were employed prior to January 1, 2010. The Pension Plan does not require or allow employee contributions. The assets of the Pension Plan are held in a separate trust, which for 2023 was administered by the Qualified Plans Investment Review Committee of the Board. On January 1, 2010, in order to more effectively control the volatility of plan expense, the Company closed the Pension Plan to new employees. On July 31, 2015, the Pension Plan was frozen, and active participants in this plan ceased to earn an accrued benefit after this date (the “Pension Plan Freeze”). Messrs. Romaine, Fetsko, Boyce, and McKenna are all participants in the Pension Plan. Supplemental Executive Retirement Plans (“SERPs”). The Company is a party to non-qualified supplemental retirement plans with certain of its executive officers, including each Named Executive Officer other than Mr. Tomazin. These plans provide additional retirement income to promote retention and to recognize and reward long-term service to the Company. The Company entered into more than one SERP with Messrs. Romaine, Fetsko, McKenna and Boyce in connection with the Pension Plan Freeze. In connection with the Pension Plan Freeze, the Company amended and restated the SERPs with Messrs. Romaine, Fetsko, McKenna and Boyce and entered into new defined benefit SERPs (the “DB SERPs”) with Messrs. Romaine, Fetsko and Boyce. In 2019, the SERP for the Company’s CEO was amended to expand the definition of “Earnings” under the SERP to better align the scope of compensation included in our CEO’s retirement benefits with chief executive compensation in a manner that is more consistent with market practice. All benefits provided under the SERPs are unfunded and the Company makes payments to plan participants. The Pension Plan and SERPs are further described in the narrative following the “Pension Benefits” table, below. Mr. McKenna participates in a SERP as further described in the narrative following the “Pension Benefits” table below. Mr. McKenna also participates in a defined contribution SERP (the “DC SERP”), into which the Company makes contributions that would otherwise be limited due to the Code Section 415 Limit. Ms. Kunkel participates in a DC SERP into which the Company makes an annual contribution of 16% of her annual base salary. The DC SERPs are further described in the narrative following the “2023 Nonqualified Deferred Compensation” table, below.

  28. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth information concerning the total compensation earned by the Company’s Chief Executive Officer, the two Executives who served as Chief Financial Officer in 2023, and the next three most highly-compensated executive officers of the Company in the fiscal year ended December 31, 2023. These six officers are referred to as the “Named Executive Officers” in this Proxy Statement.

  29. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Stephen S. Romaine President & CEO of Tompkins Financial Corporation | 2023 | 823,538 | 250,800 | 504,078 | — | — | 1,121,829 | 73,976 | 2,774,221 | | | 2022 | 786,846 | 400,000 | 504,361 | — | — | — | 92,444 | 1,783,651 | | | 2021 | 774,769 | 350,520 | 486,186 | — | — | 495,202 | 95,371 | 2,202,048 | | Matthew D. Tomazin Executive Vice President & CFO of Tompkins Financial Corporation | 2023 | 260,250 | 55,000 | 118,366 | — | — | — | 40,787 | 474,403 | | Francis M. Fetsko Director of Strategy Development & Former CFO of Tompkins Financial Corporation | 2023 | 436,031 | 102,400 | — | — | — | 260,116 | 46,073 | 844,620 | | | 2022 | 461,058 | 184,600 | 332,031 | — | — | — | 64,878 | 1,042,567 | | | 2021 | 455,500 | 167,200 | 319,506 | — | — | 117,846 | 62,335 | 1,122,387 | | John M. McKenna President of Tompkins Community Bank | 2023 | 473,727 | 119,500 | 169,897 | — | — | 113,797 | 90,184 | 967,105 | | | 2022 | 411,558 | 179,800 | 118,961 | — | — | — | 88,290 | 798,609 | | | 2021 | 349,231 | 118,000 | 114,199 | — | — | 42,791 | 81,751 | 705,972 | | David S. Boyce President & CEO of Tompkins Insurance Agencies | 2023 | 384,004 | 92,000 | 118,366 | — | — | 247,583 | 35,767 | 877,720 | | | 2022 | 368,115 | 128,300 | 118,961 | — | — | — | 52,333 | 667,709 | | | 2021 | 363,385 | 117,500 | 114,199 | — | — | — | 51,942 | 647,026 | | Ginger G. Kunkel President of Tompkins Community Bank Pennsylvania | 2023 | 316,004 | 61,900 | 118,366 | — | — | — | 104,811 | 601,081 |

  30. 2023 Summary Compensation Table

    | (1) The increased salary amounts included in the table for 2023 reflect merit increases awarded in May 2023. |

  31. 2023 Summary Compensation Table

    | (2) These amounts represent cash bonus awards. Of these amounts, Messrs. Fetsko and Boyce deferred 15% and 25% respectively, and Ms. Kunkel deferred 50%, under the Tompkins Financial Corporation Deferred Compensation Plan for Selected Officers. |

  32. 2023 Summary Compensation Table

    | (3) Reflects the fair value of the awards at the grant date, in accordance with FASB ASC Topic 718 for financial statement reporting purposes, excluding the effect of estimated forfeitures. For the performance-based restricted stock awards granted in 2023, the fair value at the grant date is based upon the probable outcome of the performance conditions of the awards. If the maximum performance conditions are achieved for the RSUs granted during 2023, the grant date fair value would be $428,466 for Mr. Romaine, $94,693 for Mr. Tomazin, $135,917 for Mr. McKenna, $94,693 for Mr. Boyce, and $88,775 for Ms. Kunkel. For additional information as to the assumptions made in valuation, see Note 12 to the consolidated financial statements filed with the SEC in the Company’s 2023 Annual Report on Form 10-K. Amounts shown in the table do not necessarily correspond to the actual value that may be recognized by the Named Executive Officers. |

  33. 2023 Summary Compensation Table

    | (4) This column reflects: 1) changes in pension value under the Tompkins Financial Corporation Retirement Plan (“Pension Plan”), 2) changes in pension value under the executive’s SERP, and 3) changes in pension value under the DB SERP (defined below) for Messrs. Romaine, Boyce and Fetsko, as discussed below under “Retirement Plans.” The amounts included in this column do not represent current cash benefits payable to the Named Executive Officers or the annual cost of these benefits. Rather, these amounts represent the difference between the actuarial present value of each Named Executive Officer’s accrued benefit under the Pension Plan and/or the SERP(s) at December 31st of the applicable year and at December 31st of the preceding year, using the actuarial assumptions in effect on these respective dates. These amounts may experience significant increases or decreases from year to year due to changes in discount rates and/or mortality tables used to determine present value. The following assumptions were used by the Company’s retirement plan actuaries to calculate the Change in Pension Value from year-end 2022 to year-end 2023. |

  34. 2023 Summary Compensation Table

    Discount Rate: Pension plan(s) 4.75% at 12/31/2023, 4.95% at 12/31/2022; SERP(s): 4.78% at 12/31/2023, 4.98% at 12/31/2022. Mortality: The mortality assumptions reflect the Society of Actuaries’ most recently published tables of private sector pension plan rates. The aggregate change in actuarial present value of accumulated benefits for the Named Executive Officers for 2022 were negative due to the significant increase in the discount rate from 12/31/2021 to 12/31/2022. However, applicable SEC rules do not permit us to disclose a negative number in the column. The actual decreases in actuarial present values were as follows: Mr. Romaine: $ (1,892,486); Mr. Fetsko: $ (1,015,505); Mr. McKenna: $ (76,012),145; and Mr. Boyce: $ (940,078). This column also includes above-market interest on nonqualified deferred compensation paid in 2023 as follows: Mr. Fetsko: $12,646; Mr. McKenna: $1,189; Mr. Boyce: $14,654; and Ms. Kunkel: $1,374.

  35. 2023 Summary Compensation Table

    | (5) The amount in this column includes: employer matching contributions pursuant to the 401(k) Plan and amounts paid pursuant to profit sharing and supplemental profit sharing as explained in the “Retirement and Other Benefits” section on page 25; a contribution to the DC SERP (defined below) for Mr. McKenna; the dollar value of the applicable life insurance premiums paid on the Named Executive Officers’ behalf by the Company; perquisites and other personal benefits or property; dividends earned on restricted shares at time of vesting; and interest income on non-qualified deferred compensation. |

  36. 2023 Summary Compensation Table

    For Mr. Romaine, the amounts were as follows: Company cash profit sharing, $6,600; supplemental profit sharing $9,871; Company match on salary deferral to the 401(k) Plan, $13,200; dollar value of life insurance premiums, $8,751; personal use of Company-owned vehicle, $444; dividends, $35,110. For Mr. Tomazin, the amounts were as follows: Company cash profit sharing, $5,205; Company match on salary deferral to the 401(k) Plan, $10,410; Company contributions to the 401(k) plan, $10,410; dollar value of life insurance premiums, $420; personal use of Company-owned vehicle, $12,823; dividends, $1,519. For Mr. Fetsko, the amounts were as follows: Company cash profit sharing, $6,600; supplemental profit sharing, $2,121; Company match on salary deferral to the 401(k) Plan, $13,200; dollar value of life insurance premiums, $5,713; personal use of Company-owned vehicle, $3,616; partial reimbursement of club membership dues, $2,754, dividends, $8,337; health insurance stipend, $3,732. For Mr. McKenna, the amounts were as follows: Company cash profit sharing, $6,600; supplemental profit sharing, $2,874; Company match on salary deferral to the 401(k) plan, $13,200; Company contributions to the 401(k) Plan, $27,225; dollar value of life insurance premiums, $4,641; personal use of Company-owned vehicle, $2,708; partial reimbursement of club membership dues, 24,627; dividends, $8,309. For Mr. Boyce, the amounts were as follows: Company cash profit sharing, $6,600; supplemental profit sharing, $1,080; Company match on salary deferral to the 401(k) Plan, $12,630; dollar value of life insurance premiums, $5,380; personal use of Company-owned vehicle, $1,768; dividends, $8,309. For Ms. Kunkel, the amounts were as follows: Company cash profit sharing, $6,320; Company match on salary deferral to the 401(k) Plan, $12,640; Company contributions to the 401(k) Plan, $14,220; Defined Contribution SERP Plan, $51,408; personal use of Company-owned vehicle, $2,759; partial reimbursement of club membership dues, $15,857.

  37. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  38. Grants of Plan-Based Awards

    | | Grant Date | Estimated future payouts under equity incentive plan awards (TARGET) | Estimated future payouts under equity incentive plan awards (MAX) | All other stock awards: Number of shares of stock or units | All other option awards: Number of securities underlying options | Exercise or base price of the option awards | Grant date fair value of stock and option awards(1) | | | | (#) | (#) | (#) | (#) | ($/Sh) | ($) | | Stephen S. Romaine | Nov. 9, 2023 | 4,940 | 8,398 | — | — | — | 252,039 | | | Nov. 9, 2023 | — | — | 4,940 | — | — | 252,039 | | Matthew D. Tomazin | Nov. 9, 2023 | 1,160 | 1,856 | — | — | — | 59,183 | | | Nov. 9, 2023 | — | — | 1,160 | — | — | 59,183 | | Francis M. Fetsko | Nov. 9, 2023 | — | — | — | — | — | 0 | | | Nov. 9, 2023 | — | — | — | — | — | 0 | | John M. McKenna | Nov. 9, 2023 | 1,665 | 2,664 | — | — | — | 84,948 | | | Nov. 9, 2023 | — | — | 1,665 | — | — | 84,948 | | David S. Boyce | Nov. 9, 2023 | 1,160 | 1,856 | — | — | — | 59,183 | | | Nov. 9, 2023 | — | — | 1,160 | — | — | 59,183 | | Ginger G. Kunkel | Nov. 9, 2023 | 1,160 | 1,740 | — | — | — | 59,183 | | | Nov. 9, 2023 | — | — | 1,160 | — | — | 59,183 |

  39. Grants of Plan-Based Awards

    | (1) Stock awards for the November 9, 2023 grants are valued at the closing market price for our common stock on the NYSE American on November 9, 2023 of $51.02. |

  40. Grants of Plan-Based Awards

    Outstanding Equity Awards of Named Executive Officers The following table shows the aggregate number of unexercised options, stock appreciation rights, and unvested restricted stock awards outstanding as of December 31, 2023 for each of the Named Executive Officers.

  41. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End

  42. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(3) | | Stephen S. Romaine | 11/09/2023 | — | — | — | — | — | 4,940 | 297,536 | 4,940 | 297,536 | | | 11/9/2022 | — | — | — | — | — | 3,095 | 186,412 | 3,095 | 186,412 | | | 11/9/2021 | — | — | — | — | — | 2,171 | 130,759 | 2,895 | 174,366 | | | 11/9/2020 | — | — | — | — | — | 1,695 | 102,090 | 3,390 | 204,180 | | | 11/12/2019 | — | — | — | — | — | 602 | 36,258 | — | — | | | 11/9/2016 | 1,734 | — | — | 76.90 | 11/09/2026 | — | — | — | — | | Total | | 1,734 | — | — | | | 12,503 | 753,055 | 14,320 | 862,494 | | Matthew D. Tomazin | 11/09/2023 | — | — | — | — | — | 1,160 | 69,867 | 1,160 | 69,867 | | | 11/09/2022 | — | — | — | — | — | 470 | 28,308 | — | — | | | 11/09/2021 | — | — | — | — | — | 334 | 20,117 | — | — | | | 11/09/2020 | — | — | — | — | — | 157 | 9,456 | — | — | | | 11/12/2019 | — | — | — | — | — | 50 | 3,012 | — | — | | Total | | — | — | — | | | 2,171 | 130,760 | 1,160 | 69,867 | | Francis M. Fetsko | 11/09/2023 | — | — | — | — | — | — | — | — | — | | | 11/09/2022 | — | — | — | — | — | 730 | 43,968 | 730 | 43,968 | | | 11/09/2021 | — | — | — | — | — | 1,020 | 61,435 | — | — | | | 11/09/2020 | — | — | — | — | — | 877 | 52,822 | — | — | | | 11/12/2019 | — | — | — | — | — | 312 | 18,792 | — | — | | | 11/09/2016 | 802 | — | — | 76.90 | 11/09/2026 | — | — | — | — | | Total | | 802 | — | — | | | 2,939 | 177,017 | 730 | 43,968 | | John M. McKenna | 11/09/2023 | — | — | — | — | — | 1,665 | 100,283 | 1,665 | 100,283 | | | 11/09/2022 | — | — | — | — | — | 730 | 43,968 | 730 | 43,968 | | | 11/09/2021 | — | — | — | — | — | 1,020 | 61,435 | — | — | | | 11/09/2020 | — | — | — | — | — | 877 | 52,822 | — | — | | | 11/12/2019 | — | — | — | — | — | 312 | 18,792 | — | — | | | 11/09/2016 | 802 | — | — | 76.90 | 11/09/2026 | — | — | — | — | | | 11/04/2015 | 2,235 | — | — | 56.29 | 11/04/2025 | — | — | — | — | | | 11/21/2014 | 3,475 | — | — | 49.22 | 11/21/2024 | — | — | — | — | | Total | | 6,512 | — | — | | | 4,604 | 277,300 | 2,395 | 144,251 | | David S. Boyce | 11/09/2023 | — | — | — | — | — | 1,160 | 69,867 | 1,160 | 69,867 | | | 11/09/2022 | — | — | — | — | — | 730 | 43,968 | 730 | 43,968 | | | 11/09/2021 | — | — | — | — | — | 1,020 | 61,435 | — | — | | | 11/09/2020 | — | — | — | — | — | 877 | 52,822 | — | — | | | 11/12/2019 | — | — | — | — | — | 312 | 18,792 | — | — | | | 11/09/2016 | 802 | — | — | 76.90 | 11/09/2026 | — | — | — | — | | Total | | 802 | — | — | | | 4,099 | 246,884 | 1,890 | 113,835 | | Ginger G. Kunkel | 11/09/2023 | — | — | — | — | — | 1,160 | 69,867 | 1,160 | 69,867 | | | 11/09/2022 | — | — | — | — | — | 730 | 43,968 | 730 | 43,968 | | Total | | — | — | — | — | — | 1,890 | 113,835 | 1,890 | 113,835 |

  43. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (1) Options/SARs reported in this column are vested and currently exercisable. |

  44. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (2) Restricted stock awards reported in the table that were granted in 2019, 2020, 2021, 2022, and 2023 have a five-year vesting schedule with zero percent vesting in year one and 25% vesting in years two through five. |

  45. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (3) Market value for shares of restricted stock that have not vested is calculated using the closing sales price of our common stock on the NYSE American on December 31, 2023 of $60.23. |

  46. 2023 Outstanding Equity Awards at Fiscal Year-End

    Options Exercised and Stock Vested During Fiscal 2023 The following table sets forth information concerning the exercise of options and vesting of shares of restricted stock and performance shares for each Named Executive Officer during fiscal 2023 and the value realized upon exercise or vesting.

  47. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested

  48. 2023 Option Exercises and Stock Vested

    | | Option Awards(1) | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise(2) | Number of Shares Acquired on Vesting(3) | Value Realized on Vesting(4) | | | (#) | ($) | (#) | ($) | | Stephen S. Romaine | — | — | 5,866 | 316,708 | | Matthew D. Tomazin | — | — | 240 | 12,239 | | Francis M. Fetsko | — | — | 1,498 | 77,631 | | John M. McKenna | — | — | 1,451 | 73,992 | | David S. Boyce | — | — | 1,451 | 73,992 | | Ginger G. Kunkel | — | — | N/A | N/A |

  49. 2023 Option Exercises and Stock Vested

    | (1) Includes Stock Settled Appreciation Rights (SSARs) |

  50. 2023 Option Exercises and Stock Vested

    | (2) Equal to the difference between the market price of our common stock on the NYSE American at exercise and the exercise price for such equity awards. |

  51. 2023 Option Exercises and Stock Vested

    | (3) Includes 2,410 shares of performance-based restricted stock. In April 2023, the Committee determined that Mr. Romaine’s performance conditions for his performance-based restricted stock awards for the 2020-2022 performance period were met based on the Company’s average quarterly ROAE of 11.67% being above the quarterly average of the FRB Peer Group’s average quarterly ROAE of 10.75%. |

  52. 2023 Option Exercises and Stock Vested

    | (4) Equal to the market price of our common stock on the NYSE American at vesting multiplied by the number of shares that vested. |

  53. 2023 Option Exercises and Stock Vested

    The following table provides information with respect to each pension plan that provides for payments or other benefits at, following, or in connection with retirement. This includes a tax-qualified defined benefit plan and a supplemental executive retirement plan, but it does not include defined contribution plans (whether tax-qualified or not).

  54. Pension Benefits

    Pension Benefits

  55. Pension Benefits

    | Name | Plan Name | | Number of Years of Credited Service(1) | Present Value of Accumulated Benefit | Payments During the Last Fiscal Year | | Stephen S. Romaine | Pension Plan | | 14.58 | 492,277 | — | | | Amended SERP | | 29.83 | 6,370,700 | — | | | DB SERP | | 8.42 | $257,248 | — | | | | Total | | 7,120,225 | — | | Matthew D. Tomazin | — | | — | — | — | | | | Total | | — | — | | Francis M. Fetsko | Pension Plan | | 18.75 | 993,764 | — | | | Amended SERP | | 27.25 | 1,608,792 | — | | | DB SERP | | 8.42 | $443,558 | — | | | | Total | | 3,046,114 | — | | John M. McKenna | Pension Plan | | 6.25 | 148,554 | — | | | Amended SERP | | 9.00 | $376,672 | — | | | | Total | | 525,226 | — | | David S. Boyce | Pension Plan | | 14.25 | 404,812 | — | | | Amended SERP | | 35.00 | 1,480,259 | — | | | DB SERP | | 8.42 | $278,356 | — | | | | Total | | 2,163,427 | — | | Ginger G. Kunkel | — | | — | — | — | | | | Total | | — | — |

  56. Pension Benefits

    | (1) Pension Plan service represents service with Tompkins Financial Corporation. This service was frozen effective July 31, 2015 due to the Pension Plan Freeze. SERP service represents service with Tompkins Financial Corporation and subsidiaries, and any entities acquired by Tompkins Financial Corporation. DB SERP service represents service with Tompkins Financial Corporation following the Pension Plan freeze effective July 31, 2015. |

  57. Pension Benefits

    The present value of accumulated benefits shown in the Pension Benefits table above is based on benefits accrued as of December 31, 2023. The amounts reflect the method and assumptions used in calculating our pension liability under U.S. GAAP as of that date, except that (1) each participant is assumed to commence benefits on his normal retirement date, and (2) there is no assumed mortality prior to the benefit commencement date. For additional information regarding assumptions used in calculating the value of participant benefits under the Pension Plan and the SERPs, see Note 11 to the consolidated financial statements included in the Company’s 2023 Annual Report on Form 10-K. The Pension Plan provides a monthly benefit payable at retirement. This benefit is determined by the accumulation of credits which are earned as the participant works for the Company. The credits earned for each plan year are based on the sum of the participant’s age and years of service at the beginning of that plan year. When a participant terminates employment or retires, the credits earned for all plan years are summed and multiplied by the “Average Final Earnings” under the Plan, and the result is then converted into a monthly annuity. This type of plan is often referred to as a “pension equity plan.” “Average Final Earnings” is the average of the participant’s compensation over the five consecutive plan years out of the last ten which produce the highest average. “Compensation” generally consists of total W-2 earnings, less incentive bonuses, fringe benefits and compensation from stock option exercises, except in the case of Mr. Romaine, where, beginning with 2019, his compensation will include 50% of any annual cash bonus paid to him on or before December 31 of that year. A participant is eligible for an unreduced benefit upon the attainment of their “Normal Retirement Date,” which is generally the first day of the month following their 65th birthday. A participant’s retirement benefit is fully vested upon the completion of three years of service. Participants are eligible for a reduced benefit upon retirement prior to age 65 if they have attained age 55 and have 10 years of credited service. All Named Executive Officers are currently eligible for early retirement benefits under the Pension Plan. Benefits under the Pension Plan are not subject to any reduction for Social Security benefits or other offset amounts. Benefits may be paid in certain alternative forms having actuarial equivalent values. In addition to the Pension Plan, each of the Named Executive Officers other than Mr. Tomazin receives retirement benefits under one or more SERP agreements with the Company, as follows:

  58. Pension Benefits

    | • | Amended SERPs. For Messrs. Romaine, Fetsko and Boyce, the Amended SERP provides each executive with supplemental retirement income upon the attainment of age 65 with at least 10 years of service. Executives are eligible for a reduced early retirement benefit upon the attainment of age 55 with at least 10 years of service. The benefit is further reduced by 5% for each year the executive officer’s service, as defined in the agreement, is less than 20 years. Messrs. Romaine, Fetsko, and Boyce are currently eligible for early retirement benefits under their Amended SERPs. The retirement benefit is payable monthly until the executive officer’s death and is subject to reduction depending upon the executive officer’s age as of the date of benefit commencement prior to age 65. The SERP benefit formula is 75% of the executive’s “Average Compensation,” minus the participant’s Pension Plan benefit had it not been frozen, minus his Social Security benefit. “Average Compensation” is the average of the executive officer’s five highest calendar years of base salary. For Mr. McKenna, the Amended SERP provides supplemental retirement income upon the attainment of age 65, with eligibility for early retirement as of January 1, 2025. Mr. McKenna’s SERP benefit formula is 18% of his “Average Compensation,” with no reduction for Pension Plan or Social Security benefits. “Average Compensation” is the average of his five highest calendar years of base salary. |

  59. Pension Benefits

    | • | DB SERPs. For Messrs. Romaine, Fetsko, and Boyce, the DB SERP provides a benefit that is equal to the benefit under the Pension Plan had it not been frozen in 2015, minus the frozen Pension Plan benefit. The DB SERP is essentially an unsecured promise by the Company to provide executives with the benefit that would have been provided in the Pension Plan had it not been frozen. Because the DB SERP is intended to replace the Pension Plan accruals that were lost when the Pension Plan was frozen, the DB SERP provisions mirror those in the Pension Plan. Messrs. Fetsko, and Boyce are currently eligible for early retirement benefits under their DB SERPs. |

  60. 2023 Non-Qualified Deferred Compensation

    2023 Non-Qualified Deferred Compensation

  61. 2023 Non-Qualified Deferred Compensation

    | | Plan Type | Executive Contributions in Last FY(5) | Registrant Contributions in Last FY(6) | Aggregate Earnings in Last FY | Aggregate withdrawals / Distributions | Aggregate Balance at Last FYE | | | | ($) | ($) | ($) | ($) | ($) | | Stephen S. Romaine | N/A | — | — | — | — | — | | Matthew D. Tomazin | N/A | — | — | — | — | — | | Francis M. Fetsko | Deferred Compensation | 31,920 | — | 31,437 | — | 444,232 | | John M. McKenna | DC SERP | — | 5,127 | 2,954 | — | 42,434 | | David S. Boyce | Deferred Compensation | 32,075 | — | 36,397 | — | 512,494 | | Ginger G. Kunkel | Deferred Compensation | 50,350 | — | 3,370 | — | 53,720 | | | DC SERP | — | 50,200 | 51 | — | 50,251 |

  62. 2023 Non-Qualified Deferred Compensation

    | (1) Mr. Fetsko has elected to defer 15% of his bonus and profit sharing payment, which is the amount included in the “Executive Contributions in the Last Fiscal Year.” The aggregate balance column includes deferrals since Mr. Fetsko’s election to participate in the plan in 2002. |

  63. 2023 Non-Qualified Deferred Compensation

    | (2) Mr. McKenna’s DC SERP benefit is included in the “Registrant Contributions in Last Fiscal Year.” The aggregate balance includes his DC SERP benefit for 2023. |

  64. 2023 Non-Qualified Deferred Compensation

    | (3) Mr. Boyce has elected to defer 25% of his bonus, which is the amount included in the “Executive Contributions in the Last Fiscal Year.” The aggregate balance includes deferrals since Mr. Boyce’s election to participate in the plan in 2003. |

  65. 2023 Non-Qualified Deferred Compensation

    | (4) Ms Kunkel has elected to defer 50% of her bonus, which is the amount included in the “Executive Contributions in the Last Fiscal Year.” Ms. Kunkel’s DC SERP benefit is included in the “Registrant Contributions in Last Fiscal Year.” |

  66. 2023 Non-Qualified Deferred Compensation

    | (5) All executive contributions shown in this column are also included in the “Bonus” or “All Other Compensation” columns of the Summary Compensation Table, above. |

  67. 2023 Non-Qualified Deferred Compensation

    | (6) All registrant contributions shown in this column are also included in the “All Other Compensation” column of the Summary Compensation Table, above. |

  68. 2023 Non-Qualified Deferred Compensation

    Deferred Compensation Plan for Selected Officers Messrs. Fetsko, McKenna, and Boyce participated in the deferred compensation plan in 2023. Amounts deferred by participating officers are credited to a bookkeeping account maintained for each officer. Such amounts then accrue interest on a quarterly basis, at a rate equal to the higher of either the highest yielding Treasury constant maturity bond for that calendar year, as reported in the Federal Reserve Statistical Release, or the prime rate, as published in The Wall Street Journal on the first business day of that calendar year. During 2023, interest accrued under the deferred compensation plan at the prime rate, 3.25%. Earnings reported in the table below are not considered “above-market” or “preferential” under applicable SEC rules and therefore are not reported in the Summary Compensation Table. If the Named Executive Officer elects to defer a bonus or profit-sharing payment, the amount credited to their account under the deferred compensation plan is the net amount after Social Security and Medicare are withheld. At the time an officer elects to participate in the deferred compensation plan, they also select a deferral payment date, on which payments under the plan will commence. Payments will be either in a lump sum or in the number of annual installments specified by the officer at the time they select the deferral payment date. The deferral payment date must occur no earlier than the calendar year after the officer’s 60th birthday, and no later than the calendar year after the officer’s 65th birthday. An officer may terminate their election to defer payments under the deferred compensation plan. Any such election is effective on the last day of the calendar year in which the election was made. All payments under the deferred compensation plan are made in cash. Upon the death of a participant in the deferred compensation plan, any remaining balance in their account will be paid in a lump sum to their estate or designated beneficiaries. A participating officer may, under certain circumstances specified in the deferred compensation plan, be entitled to a hardship distribution of all or any portion of their account. Defined Contribution SERPs The Company contributes to a DC SERP for Mr. McKenna when contributions that would otherwise be made to Company sponsored qualified defined contribution plans would be in excess of the Code Section 415 Limit. The DC SERP benefit equals the sum of the benefits that would be payable under the ESOP, profit-sharing and 401(k) Plan contributions and Company match, minus the Code Section 415 Limit. The DC SERP is essentially an unsecured promise by the Company to provide the executive with payments that are limited by the Code Section 415 Limit. Contributions to the DC SERP are accumulated in an unfunded, interest-bearing deferred compensation account (the “DC SERP Account”). Mr. McKenna may elect to receive the DC SERP balance at retirement in one lump sum payment or in five or ten annual payments. Upon death, the balance of the DC SERP Account will be payable as a lump sum to his beneficiary. The Company makes an annual contribution of 16% of Ms. Kunkel’s base rate of pay to her DC SERP. Contributions to the DC SERP are accumulated in an unfunded, interest-bearing deferred compensation account (the “DC SERP Account”). Ms. Kunkel will be 100% vested in her DC SERP if she remains employed until age 65. She will be partially vested upon the attainment of age 63. In the event of Ms. Kunkel’s involuntary termination of employment (other than for Cause) on or after age 58 but before age 63, she will receive a reduced value of her DC SERP Account. Ms. Kunkel will receive the DC SERP account at retirement in 8 installments. Upon Ms. Kunkel’s death, the balance of the vested DC SERP Account will be payable as a lump sum to her beneficiary.

  69. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following is a summary of the death, disability, severance and change of control benefits for each Named Executive Officer:

  70. SERPs

    SERPs

  71. SERPs

    | • | Disability Benefits. The Amended SERP provides a two-tiered disability structure. If the executive is unable to engage in any substantial gainful activity and this is expected to last for a continuous period of at least 12 months, the executive will separate from service with the Company; their years-of-service will be frozen as of the date of the disability, and they will begin receiving their retirement benefit under the Amended SERP at their social security normal retirement age. If the executive is unable to perform the duties of their job and this is expected to last for a continuous period of at least six months, and the executive separates from service with the Company, their years-of-service will be frozen as of the date of the disability, and they will begin receiving their retirement benefit under the Amended SERP at the later to occur of their attaining age 55 (and in Mr. McKenna’s case, age 59) or termination of employment. The retirement benefit is payable to Ms. Kunkel if she has a qualifying disability on or after she reaches age 58 and subject to adjustment if she has not reached age 65 on the date of the qualifying disability. The retirement benefit would commence on the first day of the year following the year Ms. Kunkel reaches age 67. |

  72. SERPs

    | • | Change in Control Vesting. In the event of a change in control, each executive officer will be deemed to have completed 20 years of service (and in Mr. McKenna’s case, 16 years of service) and will be 100% vested in the benefit payable under the Amended SERP. Under Ms. Kunkel’s DC SERP, she will be deemed to have completed service to age 65 and will be 100% vested in her retirement benefit upon a change in control. |

  73. SERPs

    | • | Change in Control Severance Benefits. If, within two (2) years following a change in control, the executive officer is terminated, other than for cause, or if the executive officer resigns with Good Reason (described in more detail below), the executive officer is entitled for a period of three years to (a) payment of their compensation in effect immediately prior to the change in control, but subject to reduction by 20% to 100% depending on their age at the time of their termination, (b) their bonus and profit sharing compensation, which will be the average of the executive officer’s bonus and profit sharing compensation earned for the two most recently completed fiscal years of the Company and (c) continuation of all welfare benefits that they were participating in immediately prior to the change in control. Under the SERPs, a change in control generally includes: (i) an acquisition of more than 50% of the Company’s stock; (ii) the replacement of a majority of the Company’s Board of Directors during any 12-month period; or (iii) the acquisition of more than 70% of the Company’s assets. |

  74. SERPs

    | • | Non-Change of Control Severance Benefits. In addition, the Amended SERP with Mr. Romaine provides that if his employment is terminated without cause (other than upon a change of control, death or disability), then he is entitled to (a) payment of his base salary in effect immediately prior to his termination of employment and (b) participation, at his option, in the Company’s welfare benefits. These severance benefits are payable to Mr. Romaine for a period of 12 months. |

  75. SERPs

    | • | Retirement Benefits. The Amended SERP further provides that if the executive officer’s employment is involuntarily terminated (other than for cause) at any time, or, the executive officer voluntarily resigns after reaching age 55, (or in Mr. McKenna’s case age 59, and completing 10 years of service, but prior to their designated retirement age in their Amended SERP, they will be entitled to payment of their retirement benefits on their designated retirement date, or, in the event of their death, their spouse or other beneficiary will be entitled to payment of the death benefits described in the Amended SERP. If the executive officer voluntarily terminates their employment before age 55, or in Mr. McKenna’s case age 59, and completion of 10 years of service, other than because of death, disability or change of control, they will not be entitled to payment of any retirement benefits. Ms. Kunkel will not be entitled to her retirement benefits under her DC SERP unless she reaches age 58. |

  76. SERPs

    | • | Death Benefits. If an executive has elected to receive a joint-and-survivor benefit, then, in the event of the executive’s death (i) after retirement, their spouse will be paid (monthly) 50% of the executive officer’s annual retirement benefit until the spouse’s death, and (ii) prior to retirement, their spouse will be paid |

  77. SERPs

    (monthly) 50% of the vested portion of the executive officer’s annual retirement benefit until the spouse’s death, provided the spouse survives until the executive officer’s designated retirement age in the Amended SERP. Ms. Kunkel’s death benefit as calculated under her DC SERP is payable to her designated beneficiary if she is vested at the time of death.

  78. SERPs

    | • | Definition of Good Reason. An executive officer will be deemed to have good reason to resign – and a resignation will be treated as an involuntary termination – in the event of (i) a material diminution in base compensation, authority, duties or responsibilities; (ii) a material change in job location; or (iii) a material breach by the Company or its successor of the SERP or any other agreement between the Company and the executive. |

  79. SERPs

    | • | Retirement Benefit Freeze & Plan Amendments. Under the SERPs, the Committee may declare a Retirement Benefit Freeze and may amend, suspend or terminate the Amended SERPs at any time, so long as such action does not reduce a previously-accrued benefit. However, (a) a Retirement Benefit Freeze occurring before an executive officer is vested does not affect his ability to retain any benefit he had accrued through the date of the freeze, and (b) severance and change in control benefits are deemed accrued upon signing, and are not subject to amendment, suspension or termination without the executive’s consent, except as described above in connection with a Retirement Benefit Freeze. |

  80. SERPs

    | • | Covenants. The SERPs require that the executive officer sign a release in favor of the Company to avoid forfeiture of benefits and contain a mutual non-disparagement commitment between the Company and the executive officer. The Amended SERP confirms that the executive officer will forfeit all benefits thereunder if they are discharged for cause, or if, within two years following termination, they compete with the Company or solicits the Company’s customers or employees. |

  81. SERPs

    | • | Cause. No benefits are payable under the SERPs if the covered executive officer’s employment is terminated for cause, or if they compete with the Company. |

  82. SERPs

    2019 Equity Incentive Plan. Upon termination or a change in control of the Company, our Named Executive Officers are also entitled to certain rights with respect to their equity awards. As described below, these rights may include acceleration of vesting, or additional time periods in which to exercise a vested award. The fair market value of unvested equity awards at December 31, 2023 is included in the 2023 Outstanding Equity Awards at Fiscal Year End Table above. If the Company experiences a change of control transaction (as defined in the 2019 Equity Incentive Plan), in which the Company is not the surviving corporation and the acquiror does not assume outstanding equity awards or substitute equivalent equity for our outstanding equity awards: (i) all outstanding equity awards will become immediately and fully exercisable (or fully vested and free of restrictions, in the case of awards restricted stock or RSUs); (ii) for performance-based restricted stock awards, all target payout opportunities will be deemed fully earned; and (iii) the Board or its designee may provide for a cash payment to be made in satisfaction of all outstanding equity awards upon the consummation of the change in control, determined on the basis of the fair market value that would be received in such change of control by our Company’s security holders. Further, the Committee may cancel any outstanding awards and pay the Participants of the cancelled awards in cash or stock, or any combination thereof, the value of such awards based upon the price per share of Common Stock received or to be received by the other shareholders in the Company in the change of control event. Regarding Options and Stock Appreciation Rights with an exercise price that equals or exceeds the price paid per share of Common Stock in connection with the change of control, the Committee may cancel those specific awards without payment of consideration therefor. If the Company is the surviving corporation in a change of control or the Company is not the surviving corporation but the surviving corporation assumes or substitutes equivalent equity awards for all outstanding equity awards, then all such awards or substitutes will remain outstanding under the provisions of the 2019 Equity Incentive Plan except, in the case of a performance-based share award, all such target payout opportunities under any such performance-based share award will be deemed fully attained, and all awards fully earned, on the date change in control transaction is effective. If a Participant is terminated by the surviving company without cause, or resigns with good reason, within 24 months following a change in control, all of such Participant’s outstanding awards will be immediately and full exercisable (or fully vested and free of restrictions, in the case of an award of restricted stock or RSUs), with all restrictions lifted, and target payout opportunities with respect to any performance-based share award deemed fully earned. The obligations of our Company under the 2019 Equity Incentive Plan are binding upon any successor corporation or organization as the result of any corporation reorganization or sale of all or substantially all of the Company’s assets. Under the 2019 Equity Incentive Plan, unvested or unexercisable awards are forfeited or terminated upon an awardee’s termination of employment. If the Named Executive Officer’s employment is terminated for any reason other than death, disability, retirement or “cause,” they would have the right to exercise the vested portion of their unexercised awards for up to three months following their termination date, as long as the award period does not otherwise expire during such three-month period. Upon a termination for “cause,” any equity awards (whether or not exercisable) will terminate immediately, and any unvested restricted stock awards will be forfeited. Upon or in connection with a Named Executive Officer’s death, disability, or retirement, the Committee may, in its sole discretion, accelerate for such Named Executive Officer (i) the date on which any option or stock appreciation right may be exercised, (ii) the date of termination of the restrictions applicable to an award of restricted stock or RSUs, or (iii) the end of a performance restriction in the case of a performance-based share award, if the Committee or the Board, as appropriate, determines that to do so will be in the best interests of the Company and the participants in the 2019 Equity Incentive Plan. If a Named Executive Officer dies, any equity awards which are exercisable will continue to be exercisable at any time before the earlier of (i) one year following their death or (ii) the expiration date of the award. Similarly, if a Named Executive Officer’s termination is due to disability or retirement, their equity awards which are exercisable will continue to be exercisable at any time before the earlier of (i) one year following their termination of employment or (ii) the expiration date of the award. The Committee has the authority to establish or amend the terms and conditions of each award, subject to certain limitations described in the 2019 Equity Incentive Plan. In 2016, the Committee authorized a program where the Committee, on a case-by-case basis, may agree, in its discretion, to amend existing award agreements with eligible retirees to accelerate vesting upon retirement, so long as (a) the Company does not exceed the Plan allowance of 5% of total Plan shares which may be awarded with less than a one-year vesting period, and (b) the retiree complies with certain restrictive covenants, including a non-solicitation covenant. Under this program, vesting of all outstanding equity awards granted to retirees who are selected for this program (which may include the Named Executive Officers) could be accelerated at the time the executive retires, with the accelerated award to pay out over the three years following the participant’s retirement. The following criteria must be met to be eligible for this accelerated vesting:

  83. SERPs

    | • | The participant must be in good standing with the Company at retirement and remain in good standing for the three-year period after retirement (including compliance with the applicable restrictive covenants); |

  84. SERPs

    | • | The executive must be at least age 55 and have at least 10 years of service at retirement; and |

  85. SERPs

    | • | The sum of age and years of service at retirement must equal or exceed 75. |

  86. SERPs

    This program may be altered or suspended by the Committee at any time, and the foregoing description is qualified entirely by reference to the specific terms and conditions of each award agreement, including any authorized amendments thereto. The following table shows potential payments to the Named Executive Officers under their Amended SERPs in the event of an involuntary termination without cause or a voluntary termination for good reason within two years of a Change in Control.

  87. Potential Payments Upon Change in Control as of December 31, 2023

    Potential Payments Upon Change in Control as of December 31, 2023

  88. Potential Payments Upon Change in Control as of December 31, 2023

    | | SERP Accumulated Annual Benefit prior to Change of Control | SERP Accumulated Annual Benefit after Change of Control | Increase in Benefit | Other Benefits: Payable each Year for 3 Years(1) | | | ($) | ($) | ($) | ($) | | Stephen S. Romaine | 573,788 | 573,788 | — | 1,184,713 | | Matthew D. Tomazin | — | — | — | — | | Francis M. Fetsko | 143,217 | 143,217 | — | 600,028 | | John M. McKenna | 37,246 | 66,216 | 28,970 | 642,519 | | David S. Boyce | 149,248 | 149,248 | — | 510,878 | | Ginger G. Kunkel | — | 6,590 | 6,590 | 400,464 |

  89. Potential Payments Upon Change in Control as of December 31, 2023

    | (1) Reflects annual amount of compensation continuation to be paid for three years consisting of base pay plus average of bonus and profit-sharing compensation for the last two years, as well as all current employee welfare benefits. Compensation is reduced by a factor of 20% to 100% dependent upon the Named Executive Officer’s age at the time of termination beginning at age 61. |

  90. Potential Payments Upon Change in Control as of December 31, 2023

    The table above shows the potential incremental value transfer to each Named Executive Officer under a change-in-control scenario as of December 31, 2023, the last business day of fiscal 2023. The actual amounts to be paid out can only be determined at the time of such Named Executive Officer’s separation from the Company following an actual change-in-control transaction.

  91. CEO Pay Ratio

    CEO Pay Ratio We determined that the 2023 median annual total compensation of all of our employees (other than Mr. Romaine, our CEO) was $70,059. Mr. Romaine’s total annual compensation as reported in the Summary Compensation Table for 2023 was $2,774,221; the ratio of these amounts was 25:1. As of December 31, 2023, the date we selected to identify our median employee, our total employee population consisted of 1,032 employees, all of whom work in the United States. To identify the median compensated employee, we used a Consistently Applied Compensation Measure (CACM) equal to the method used to determine the 2023 total compensation as reported in the Summary Compensation Table on page 29. Further, we annualized pay for those full-time and part-time employees who were not employed for a full year in 2023.

  92. Pay Versus Performance

    Pay Versus Performance We are required by SEC rules to disclose the following information regarding compensation paid to our Named Executive Officers (“NEOs”). The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnote (2) below sets forth the adjustments from the Total Compensation as reported in the Summary Compensation Table above. 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. The Company’s total shareholder return (“TSR”) and return on average equity (“ROAE”) were likewise impacted by the sale of these securities as a loss. The Company’s net income for the fiscal year ending December 31, 2023, was $9,505,000 and ROAE was 1.50%. Excluding the loss on the sale of these securities, net income would have been $62,369,000 and ROAE would have been 9.83%. These financial measures as adjusted are non-GAAP financial measures. For information on the Company’s use of non-GAAP financial measures and a reconciliation of adjusted net income to net income and adjusted ROAE to ROAE, see pages 0-0 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on February 29, 2024. The following table sets forth additional compensation information of our Principal Executive Officer (PEO) and our non-PEO NEOs along with total shareholder return, net income, and return on average equity for fiscal years ended 2020, 2021, 2022 and 2023:

  93. Pay Versus Performance

    | Year | Summary Compensation Table (SCT) Total for PEO(1) | Compensation actually paid to PEO(1)(2) | Average SCT Total for non- PEO NEOs | Average Compensation actually paid to non-PEO NEOs(1)(2) | Value of Initial Fixed $100 Investment based on: | | Net Income (000s) | Return on Average Equity | | | | | | | TSR | Peer Group TSR(3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $2,774,221 | $1,311,049 | $752,986 | $591,564 | $74.90 | $107.32 | $9,505 | 1.50% | | 2022 | $1,783,651 | $1,651,232 | $796,507 | $768,454 | $92.72 | $98.38 | $85,030 | 13.25% | | 2021 | $2,202,048 | $1,999,303 | $836,338 | $916,836 | $96.99 | $118.61 | $89,264 | 12.32% | | 2020 | $3,362,179 | $1,081,419 | $1,125,163 | $577,179 | $79.65 | $87.24 | $77,588 | 11.09% |

  94. Pay Versus Performance

    | (1) Mr. Romaine was our principal executive officer (PEO) in each of the years shown above. The Named Executive Officers who were used in determining the compensation amounts above were as follows: |

  95. Pay Versus Performance

    2023: Messrs. Tomazin, Fetsko, McKenna, and Boyce. and Ms. Kunkel 2022: Messrs. Fetsko, McKenna, Boyce, and Hartz 2021: Messrs. Fetsko, Gruber, McKenna, and Boyce 2020: Messrs. Fetsko, Gruber, Boyce, and Howard

  96. Pay Versus Performance

    | (2) To calculate Compensation Actually Paid for the PEO and the Non-PEO NEOs, the following adjustments were made to Summary Compensation Table total compensation, calculated in accordance with the SEC methodology for determining Compensation Actually Paid with respect to 2023 compensation: |

  97. Pay Versus Performance

    | | Adjustments to 2023 Compensation | | | | PEO | Non-PEO | | Summary Comp. Table Total | 2,774,221 | 752,986 | | Minus Stock and Option Awards from Summary Comp. Table | 504,078 | 104,999 | | Minus Aggregate Change in Actuarial Present Value of Benefit under Defined Benefit Plans | 1,121,829 | 118,601 | | Plus Service Cost for Year (Actuarial Present Value of Benefit Attributable to Service for the Year) | — | 9,417 | | Plus Prior Service Cost Due to Amendments During Year | — | — | | Plus Year-End Equity Value of Unvested Awards Granted During Year | 595,072 | 123,953 | | Plus Change in Value of Unvested Awards Granted in Prior Years | (293,961) | (46,769) | | Plus Value of Awards Granted and Vested During Year | — | — | | Plus Change in Value of Prior Years’ Awards Vested During Year | (138,376) | (24,423) | | Minus Value of Performance-Based Awards Forfeited During Year | — | — | | Compensation Actually Paid | 1,311,049 | 591,564 |

  98. Pay Versus Performance

    | (3) For purposes of this disclosure, the peer group is the S&P U.S. BMI Banks Index. Total shareholder return is based on an investment of $100 on December 31, 2019. |

  99. Relationship Between Compensation Actually Paid and 2023 Performance Measures

    Relationship Between Compensation Actually Paid and 2023 Performance Measures The most important performance metrics used to link compensation actually paid to the NEOs for 2023 to company performance were:

  100. Relationship Between Compensation Actually Paid and 2023 Performance Measures

    | 1. | ROAE as ranked in Federal Reserve Board’s Bank Holding Company Performance Report, Peer Group 2 |

  101. Relationship Between Compensation Actually Paid and 2023 Performance Measures

    | 2. | Core earnings per share (diluted) |

  102. Relationship Between Compensation Actually Paid and 2023 Performance Measures

    | 3. | Core revenue per share |

  103. Relationship Between Compensation Actually Paid and 2023 Performance Measures

    | 4. | Core pre-provision, pre-tax net revenue per share |

  104. Relationship Between Compensation Actually Paid and 2023 Performance Measures

    The following charts illustrate the relationship between compensation actually paid to the NEOs for 2020, 2021, 2022, and 2023 and each of the financial metrics stated therein.