DEF 14A of Tompkins Financial Corp, Apr 6, 2026

DEF 14A of Tompkins Financial Corp

Filed Apr 6, 2026 · FY20250001140361-26-013350

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, eleven (11) directors will be elected for a one-year term expiring at the 2027 Annual Meeting, and with respect to each director, until their successor is elected and qualified. All director nominees are currently serving one-year terms as directors and their terms expire at the Annual Meeting. Each director was nominated by the Nominating & Corporate Governance Committee for re-election at the Annual Meeting and each has agreed to stand for reelection. The 11 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 & 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 Tompkins Community Bank (“TCB”) on January 1, 2022. Ms. Catarisano has served as a Community Bank Board Director for Tompkins Community Bank Western New York since the 2022 consolidation. Ms. Catarisano also serves as a Director of TCB. Ms. Catarisano is Chief Executive Officer of Insero Advisors, LLC, an accounting and advisory firm that provides attest services through Insero & Co. CPAs, LLP and business advisory, tax and other non-attest services through Insero Advisors, LLC. Ms. Catarisano joined Insero & Co., a full-service public accounting firm located in Rochester and Ithaca, New York in 1999, and served as Managing Partner from 2011 to January 2025. 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. Under her leadership, the firm quadrupled in size. Ms. Catarisano 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 Board of Governors of the Al Sigl Community of Agencies. She is also actively involved with 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, her active engagement with charitable organizations, and her connections to the business community in Western and Central New York. Janet M. Coletti has served as a director of the Company since 2024. Ms. Coletti also serves as a Director of TCB and has served as a Community Bank Board Director for Tompkins Community Bank Western New York since 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 community organizations in the greater Buffalo area, including 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. Heidi M. Davidson has served as a director of the Company since 2025 and has served as a Community Bank Board Director for Tompkins Community Bank Hudson Valley since January 2024. Dr. Davidson is the Chief Executive Officer of Galvanize Worldwide, a full-service marketing and communications agency that she co-founded in May 2015. From March 2011 to May 2015, Dr. Davidson was part of the turn-around team at BlackBerry Ltd in the roles of Senior Vice President of Corporate Marketing and before that Senior Vice President of Corporate Communications. Prior to BlackBerry, Dr. Davidson spent 11 years with MasterCard Worldwide, where she served in numerous leadership capacities in communications roles, compliance, global public policy, consumer education, training and events, fraud investigations, security and risk management, mergers and acquisitions, CEO transition and franchise integrity. Dr. Davidson has served as an Executive Board member of the Business Council of Westchester since May 2014. We believe Dr. Davidson’s qualifications to sit on our Board include her extensive experience in marketing, communications, crisis management, innovation, and the financial services industry and her commitment to the Hudson Valley business community. Helen Eaton has served as a director of the Company since 2025. Ms. Eaton served as a director of Tompkins VIST Bank from November 2020 through its consolidation with TCB on January 1, 2022. She has served as a director of the Community Bank Board for Tompkins Community Bank Pennsylvania since the consolidation. Since August 2010, Ms. Eaton has served as the Chief Executive Officer of Settlement Music School, one of the largest nonprofit community art schools in the country, with more than 250 staff and faculty providing over 11,000 weekly services to adults and children in the Greater Philadelphia region. In this role, Ms. Eaton oversees program development, funding sources, balance sheet management and the development of national and local partnerships. Prior to joining Settlement Music School, Ms. Eaton was President of Chicago Children’s Choir and Dean of Programs at the Merit School of Music in Chicago. We believe Ms. Eaton’s qualifications to sit on our Board include her experience in leadership development, strategic planning, financial management, innovation, and her commitment to the Greater Philadelphia community. Daniel J. Fessenden has served as a director of the Company since 2009, and was elected Chair of the Board in May 2025. He was a director of Tompkins Trust Company from January 2009 through its consolidation with TCB on January 1, 2022, and has served as a Director for TCB since the consolidation. Since January 2022, Mr. Fessenden has served as a Community Bank Board Director for Tompkins Community Bank Central New York, where he has served as Chair since July 2022. 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.

  3. Director Qualifications, including Director Nominees

    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 has served as a Director of TCB since that consolidation, and also serves as Chair of TCB’s Community Bank Board for Pennsylvania and its Board Loan Committee. Ms. Johnson previously served as the Vice President for Finance and Administration with Lehigh University in Bethlehem, PA, retiring in June 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 of Tompkins Trust Company from December 2021 through its consolidation with TCB on January 1, 2022. Ms. Lee has served as a Community Bank Board Director for Tompkins Community Bank Central New York since the 2022 consolidation. Ms. Lee also serves as a Director of TCB. She is Vice President, Human Resources at Baxter International, Inc. (“Baxter International”), a global public medical healthcare company, where she works to help the organization enhance a culture of inclusion and belonging across all aspects of Baxter International’s business. In addition, Ms. Lee extends strategic HR support to Legal, IT, Corporate Communication and Corporate Services functions. She previously served as Vice President of Human Resources, and Chief Talent & Diversity Officer at Hill-Rom Holdings, Inc. prior to its acquisition by Baxter International in 2021. Ms. Lee has more than 25 years of experience as a human resources executive, which includes extensive 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 the Central New York community, working with both civic and charitable organizations. We believe Ms. Lee’s qualifications to sit on our Board include her extensive human resource experience, her work to advance inclusion initiatives, and her connections to the Central New York business and civic community. 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 has served as a Community Bank Board Director for Tompkins Community Bank Western New York since the 2022 consolidation. He has served as Chair of that board since 2024 and has served as Chair of the Western New York Board Loan Committee since 2024. Mr. McClurg also serves as a Director of TCB. 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 of directors 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 his own business. 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. Since that consolidation, Ms. Rahilly has served as a Director for TCB, and as a Community Bank Board Director for Tompkins Community Bank 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 2005, where she is the Partner in charge of the firm’s trust estate and gift division with a focus on estates, trusts and succession planning, corporate, partnerships, international taxation, and non-profit information reporting. Ms. Rahilly is 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. 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, and her deep understanding of the Hudson Valley business environment resulting from her years of working with commercial clients in the region. Stephen S. Romaine has served as a director of the Company since May 2007 and as President and Chief Executive Officer of the Company since 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, and Chief Financial Officer of Mahopac National Bank. In addition to the Company’s Board, Mr. Romaine serves as Chair of the board of TCB, and maintains an advisory role on TCB’s Community Bank Boards in each of its local markets. Mr. Romaine currently serves as Vice Chair on the Board of the Federal Home Loan Bank of New York, and as a member of the board of 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 several 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 and he has served as a Director for TCB since that consolidation. He served as the Chair of the Board of Directors of Tompkins Mahopac Bank from June 2017 through its consolidation with TCB, and has served as Chair of the Community Bank Board for Tompkins Community Bank Hudson Valley (since the 2022 consolidation). 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. 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 terms of office and experience are set forth in Part I of the Company’s Annual Report, a copy of which is included in these proxy materials.

  4. 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 2025:

  5. Director Compensation

    | 2025 Director Compensation(1) | | | | | Name | Fees Earned or Paid in Cash | Stock Awards(2) | Total | | | ($) | ($) | ($) | | Nancy E. Catarisano | — | 111,500 | 111,500 | | Janet M. Coletti | 73,400 | 26,100 | 99,500 | | Heidi M. Davidson | — | 67,700 | 67,700 | | Helen Eaton | — | 67,700 | 67,700 | | Daniel J. Fessenden | 60,120 | 106,880 | 167,000 | | Patricia A. Johnson | 42,200 | 70,300 | 112,500 | | Angela B. Lee | — | 79,733 | 79,733 | | John D. McClurg | 111,058 | — | 111,058 | | Ita M. Rahilly | 99,700 | — | 99,700 | | Thomas R. Rochon | 80,167 | — | 80,167 | | Michael H. Spain | 103,100 | — | 103,100 | | Jennifer R. Tegan | 14,459 | 20,625 | 35,084 |

  6. Director Compensation

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

  7. 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’ Second Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and Participating 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 on shares held in the Retainer Plan are reinvested pursuant to the Company’s Dividend Reinvestment and Stock Purchase and Sale Plan. |

  8. Director Compensation

    The Company paid non-employee directors other than our Chair (as discussed in more detail below) annual fees as shown in the following table. The fees are paid in quarterly installments. Committee chair retainer fees are paid in lieu of the applicable committee member retainer fees. These amounts are all included in the aggregate fees for each director in the “2025 Director Compensation” table above.

  9. Director Compensation

    | | Non-Employee Director | Committee Chair Retainer Fee | Committee Member Retainer Fee | | | ($) | ($) | ($) | | Annual Retainer | 38,700 | | | | Audit Committee | | 30,900 | 15,500 | | Compensation Committee | | 15,500 | 10,800 | | Directors Risk Committee | | 15,500 | 10,800 | | Nominating & Corporate Governance Committee | | 15,500 | 10,800 |

  10. 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, 2025, such Directors’ fees were deferred pursuant to (i) the Retainer Plan or (ii) pursuant to a Deferred Compensation Agreement. Our directors also serve on the Board of Directors of the Company’s subsidiary, Tompkins Community Bank (the “TCB Board”) without additional compensation, except for service on TCB Board committees as described below. Our Chair receives a specified annual retainer in lieu of any Board, Committee, Committee Chair, and Community Bank Board fees. During 2025, Thomas R. Rochon served as Chair of our Board through our annual meeting of shareholders in May 2025. For his service as Chair of the Board, and as a member of our Compensation and Nominating & Corporate Governance Committees, and for his service on the Community Bank Board of Tompkins Community Bank Hudson Valley, the Company paid Mr. Rochon a retainer of $80,167 in two quarterly installments of $40,084. Mr. Fessenden served as Vice Chair of the Board through our annual meeting of shareholders in May 2025 and was elected Chair of the Board effective May 2025. For his service as Vice Chair and Chair of the Board in 2025, as well as his service as Chair of the Community Bank Board and as a member of the Board Loan Committee for Tompkins Community Bank Central New York, and the Compensation, Directors Risk, and Nominating & Corporate Governance Committees, the Company paid Mr. Fessenden a retainer of $167,000 in four quarterly installments of $41,750. The Nominating & 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 our Chair, who is paid the specified annual retainer described above, non-employee members of the Board also receive annual fees payable in quarterly installments for service on Community Bank Boards, committees of the Community Bank Boards, and committees of the TCB Board. These retainer fees shown in the table below are included in the aggregate fees for each director shown in the “2025 Director Compensation” table above.

  11. Director Compensation

    | Name | Community Bank Board Retainer | Community Bank Board Chair Supplemental | Community Bank Loan Committee Retainer | Community Bank Loan Committee Chair Supplemental | Trust & TFA Oversight Committee Retainer | Directors Loan Committee(1) Chair Supplemental | Directors Loan Committee(1) Retainer | Regulatory Compliance Committee | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Tompkins Community Bank Central New York | | | | | | | | | | Fessenden | — | — | — | — | — | — | — | — | | Lee | 27,100 | — | — | — | — | — | — | — | | Tegan | 27,100 | — | 7,600 | — | — | — | 10,800 | — | | Tompkins Community Bank Hudson Valley | | | | | | | | | | Davidson | 27,100 | — | 7,600 | — | — | — | — | — | | Rahilly | 27,100 | — | 7,600 | — | — | — | — | — | | Rochon | — | — | — | — | — | — | — | — | | Spain | 27,100 | 4,500 | 7,600 | 3,600 | 10,800 | | 10,800 | — | | Tompkins Community Bank Pennsylvania | | | | | | | | | | Eaton | 27,100 | — | 7,600 | — | — | — | — | — | | Johnson | 27,100 | 4,500 | 7,600 | 3,600 | — | — | — | — | | Tompkins Community Bank Western New York | | | | | | | | | | Catarisano | 27,100 | — | 7,600 | — | — | — | — | 5,000 | | Coletti | 27,100 | — | 7,600 | — | — | — | 10,800 | 5,000 | | McClurg | 27,100 | 4,500 | 7,600 | 3,600 | — | 4,700 | 10,800 | 5,000 |

  12. Director Compensation

    | (1) The Credit Oversight Committee (“COC”) was dissolved in the third quarter of 2025 and its credit risk oversight responsibilities were transitioned to the Directors Risk Committee (described above). The COC’s responsibilities for loan decisioning, as set forth in and in accordance with the Company’s lending policies, were transitioned to the Directors Loan Committee in the third quarter of 2025. |

  13. Director Compensation

    Timing and Manner of Payment of Director Compensation All retainer and other fees for service on the Company’s Board, as well as for service on Community Bank Boards, committees of the Community Bank Boards, and committees of the TCB Board, are payable quarterly, either in cash or, if a timely election is made by the director, in stock or deferred stock pursuant to the Retainer Plan. Non-employee directors may also elect to receive compensation in deferred cash pursuant to a Deferred Compensation Agreement.(1) If a director elects to receive deferred stock compensation under the Retainer Plan, their fees are transferred to a Rabbi Trust. The trustee acquires shares of common stock pursuant to the Company’s Dividend Reinvestment and Stock Purchase and Sale Plan. A director has no rights in or to the shares of common stock held in the Rabbi Trust until distribution is made in accordance with the Retainer Plan. An aggregate of 5,114 shares of common stock were acquired by the Rabbi Trust for the directors under the Retainer Plan in 2025, representing board and committee fees and retainers (for service on our Board, as well as for service on Community Bank Boards, committees of the Community Bank Boards, and committees of the TCB Board) paid and expensed in 2025.

  14. Director Compensation

    | 1 | None of the Directors elected to receive their 2025 retainer fees in deferred cash. |

  15. Overview

    | • | Short-Term Incentive Awards. In January 2024, the Committee approved the Company’s Non-Equity Short Term Incentive Plan (the “Incentive Plan”). The Incentive Plan replaced the Company’s discretionary cash bonus program. In February 2026, short-term, cash incentive awards were paid to many senior officers of the Company, including Messrs. Romaine, Tomazin, McKenna, DeMilia and Ms. Fontaine, for fiscal 2025 performance. |

  16. Overview

    | • | Long-Term Equity-Based Awards. In November 2025, a number of executives, including Messrs. Romaine, Tomazin, McKenna, DeMilia and Ms. Fontaine, received long-term equity-based awards. These Named Executive Officers received equity awards with both performance-based and time-based vesting. |

  17. 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 the Committee’s 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 other Named Executive Officers. The President of Tompkins Community Bank makes recommendations to the Chief Executive Officer regarding the compensation of the bank local market presidents, including Mr. DeMilia. 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. Since July 2022, the Committee has retained the services of AON Human Capital Solutions, a division of Aon, plc as a compensation consultant (the “Compensation Consultant”). During 2023, the Committee engaged the Compensation Consultant to assist the Committee in developing its Benchmarking Peer Group, which is described further below. In 2025, the Compensation Committee retained the Compensation Consultant to conduct an assessment of total compensation for the Company’s Chief Executive Officer against the Benchmarking Peer Group. This assessment led to changes to Mr. Romaine’s compensation, including an increase in his target short-term incentive as a percentage of base salary from 50% to 55%; entry into a new defined contribution supplemental executive retirement plan; and an amendment to his Amended SERP. The Committee approved these compensation changes to maintain a competitive compensation package relative to Mr. Romaine’s performance and years of experience with the Company. The Committee also received reports and advice from the Compensation Consultant at the request of Chief Executive Officer regarding the compensation of Messrs. McKenna, Tomazin and Ms. Fontaine. Based on this review, the Committee approved a salary increase for Ms. Fontaine effective in October 2025 and an increase in Mr. Tomazin’s target short-term incentive as a percentage of his base salary from 35% to 40%. The Committee approved these compensation changes to ensure competitive total compensation arrangements for Ms. Fontaine and Mr. Tomazin based on their positions and experience. The Committee has assessed the independence of the Compensation Consultant pursuant to SEC rules and exchange requirements, and has concluded that no conflict of interest exists that would impair the Compensation Consultant’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”). Based on the recommendations provided by the Compensation Consultant, the Committee approved the Benchmarking Peer Group, which included the following financial institutions:

  18. Compensation Committee and Process

    The Benchmarking Peer Group generally includes bank holding companies headquartered in the Northeast and Middle Atlantic regions of the United States with assets at December 31, 2022 of $5 billion to $13 billion. In 2025, Cambridge Bancorp and Premier Financial Corp. were removed from the Benchmarking Peer Group because they were acquired. Information from comparative groups is only one factor in the Committee’s assessment of appropriate compensation levels, policies, and practices. The Committee does not have a formal policy of targeting a certain percentile of the market data but considers market data in establishing the mix of compensation (including the allocation between cash and non-cash compensation and short and long-term equity compensation). The Committee does not have a formal policy regarding the relationship between compensation levels provided to the Chief Executive Officer and other Named Executive Officers. The Committee considers individual performance based on the Named Executive Officer’s specific contributions to the Company’s strategic and financial results, as well as the development of the executive’s leadership knowledge and skills. Each Named Executive Officer has responsibility for one or more of our business units or divisions, and the Committee considers the overall success of the applicable business unit/division when it makes compensation decisions for that executive.

  19. Components of Compensation

    Components of Compensation The major components of the Company’s executive officer compensation are: (i) base salary, (ii) short-term incentive awards, (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, the Committee typically considers (a) competitive market conditions for executive compensation including the Benchmarking Peer Group, (b) the Company’s ability to provide merit adjustments to its employees, including the NEOs and (c) the individual’s performance with respect to their business unit and demonstrated leadership. For 2025, the Committee set a merit budget for all employees based on a review of comparative survey data, turnover rates, local unemployment data for the geographic regions in which the Company operates, and the Company’s historical merit budgets. Based on a review of the data, the Committee established a 3% merit budget for 2025 and recommended increases generally ranging from 0% to 4%. In 2025, most of the Company’s employees received salary increases, including each of the Named Executive Officers, as shown in the table below.

  20. Components of Compensation

    | Corporate Performance Metrics | Target 2025 | Actual 2025 | | Core Earnings Per Share | $5.55 | $6.34 | | Core Revenue Per Share | $22.68 | $23.51 | | Core Pre-Tax Pre-Provision Net Revenue per Share | $8.01 | $9.37 |

  21. Components of Compensation

    Long-Term, Equity-Based Awards. In November 2025, the Company granted equity awards with performance-based and time-based vesting to its executive officers under its 2019 Equity Incentive Plan. The number and type of awards granted to each Named Executive Officer are set forth below. The dollar value of each NEO’s award is allocated so that 50% is granted as performance-based RSUs and 50% is granted as time-vested restricted stock. As a result of the sale of TIA, Mr. Boyce was no longer serving as an executive officer on the date the Company granted equity awards, and therefore he was not eligible to (and did not) receive a grant in 2025. 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 2025, 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, 2026 and ending on December 31, 2028 (the “performance period”).

  22. Components of Compensation

    | Name | Performance-Based RSUs | | | | Target Award (in RSUs) | Maximum Award (in RSUs) | | Stephen S. Romaine | 4,645 | 7,897 | | Matthew D. Tomazin | 1,365 | 2,184 | | John M. McKenna | 1,365 | 2,184 | | Alyssa H. Fontaine | 910 | 1,365 | | David M. DeMilia | 990 | 1,485 | | David S. Boyce | — | — |

  23. Components of Compensation

    | Name | Time-Based Restricted Stock Awards | | Stephen S. Romaine | 4,645 | | Matthew D. Tomazin | 1,365 | | John M. McKenna | 1,365 | | Alyssa H. Fontaine | 910 | | David M. DeMilia | 990 | | David S. Boyce | — |

  24. 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 Officers’ 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 2025 equity awards, the Committee considered information and recommendations provided by the Compensation Consultant with respect to performance-based awards for a number of executives including the Named Executive Officers. The value of equity awards granted to our Named Executive Officers helps to ensure that their total 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 Company’s 401(k) Plan and 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 (the “Internal Revenue Code”). Pursuant to the 401(k) Plan, an employee may defer a portion of base pay, within limits specified in the 401(k) Plan. For 2025, the Company matched 100% of an employee’s contribution up to 2% of the employee’s base pay. The Company also provided an additional employer contribution of 2% 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 other than Messrs. Romaine and Boyce, 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 Messrs. McKenna and DeMilia, who participated in the Tompkins Financial Corporation 2015 Defined Contribution Plan as of November 30, 2021 receive a discretionary contribution to the 401(k) Plan at an increased level based on age and length of service. The Company’s contributions for 2025 for Messrs. Tomazin, McKenna and DeMilia, and Ms. Fontaine, are included as “All Other Compensation” in the Summary Compensation Table below, and described in Note 6 to that table. 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 ($350,000 for 2025). 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 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 6 to that table. In November 2025, the Committee approved a cash profit-sharing payment of 3% of each employee’s base pay for 2025. Employee Stock Ownership Plan. 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 2026, the Board determined that an ESOP contribution of 2% of each employee’s base pay would be made for 2025. 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 2025 was administered by the Retirement Plans Management Committee. 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, Boyce, McKenna and DeMilia are participants in the Pension Plan. The Pension Plan is further described in the narrative following the “Pension Benefits” table below. Supplemental Executive Retirement Plans (“SERPs”). The Company is a party to non-qualified supplemental executive retirement plans with certain of its executive officers, including each Named Executive Officer. All benefits provided under the SERPs are unfunded and the Company makes payments directly to plan participants. These plans provide additional retirement income to promote retention and to recognize and reward long-term service to the Company. Amended SERPs and Defined Benefit SERPs. The Company is party to amended and restated SERPs with Messrs. Romaine, McKenna, Boyce, and Ms. Fontaine, (the “Amended SERPs”) and defined benefit SERPs (the “DB SERPs”) with Messrs. Romaine and Boyce. In connection with the TIA sale, the Company has frozen Mr. Boyce’s years of service and earnings for purposes of benefit accrual under his SERPs as of October 31, 2025. In 2019, the Company entered into Amendment No. 1 to Mr. Romaine’s Amended SERP to expand the definition of “Earnings” to include senior incentive payments in the calculation. In 2025, the Company further amended Mr. Romaine’s Amended SERP to provide a floor on the amount of senior incentive payment to be used in calculation “Earnings”. Under Amendment No. 2 to the Amended SERP, “Earnings”, which previously included 50% of any senior incentive actually paid in an applicable year, will instead be calculated based on 50% of the greater of (1) the senior incentive actually paid in an applicable year and (2) 70% of the target senior incentive with respect to such year. The Amended SERPs and DB SERPs are further described in the narrative following the “Pension Benefits” table, below.

  25. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information concerning the total compensation earned by the Company’s Chief Executive Officer, the Chief Financial Officer, the next three most highly-compensated executive officers of the Company who were serving as executive officers as of December 31, 2025, and Mr. Boyce, whose compensation is required to be included in this proxy statement under applicable SEC rules. These six officers are referred to as the “Named Executive Officers” in this Proxy Statement.

  26. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Option Awards | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) | All Other Compensation(6) | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Stephen S. Romaine President & CEO of Tompkins Financial Corporation | 2025 | 887,481 | — | 629,769 | — | 594,000 | 904,619 | 205,340 | 3,221,209 | | | 2024 | 854,738 | — | 519,355 | — | 432,500 | — | 68,058 | 1,874,651 | | | 2023 | 823,538 | 250,800 | 504,078 | — | — | 1,121,829 | 56,801 | 2,757,046 | | Matthew D. Tomazin Executive Vice President & CFO of Tompkins Financial Corporation | 2025 | 390,773 | — | 185,067 | — | 187,400 | 86 | 140,691 | 904,017 | | | 2024 | 357,575 | — | 179,834 | — | 126,600 | — | 57,842 | 721,851 | | | 2023 | 260,250 | 55,000 | 118,366 | — | — | — | 40,787 | 474,403 | | John M. McKenna President of Tompkins Community Bank | 2025 | 519,684 | — | 185,067 | — | 233,500 | 128,526 | 83,784 | 1,150,561 | | | 2024 | 493,789 | — | 179,834 | — | 192,400 | 1,992 | 78,064 | 946,079 | | | 2023 | 473,727 | 119,500 | 169,897 | — | — | 113,797 | 83,365 | 960,286 | | Alyssa H. Fontaine Executive Vice President, GC & CRO of Tompkins Financial Corporation | 2025 | 373,402 | 40,000 | 123,378 | — | 164,500 | 17,717 | 59,203 | 778,200 | | David M. DeMilia President of Tompkins Community Bank Hudson Valley | 2025 | 336,187 | — | 134,224 | — | 132,200 | 4,831 | 117,845 | 725,287 | | | 2024 | 324,872 | — | 120,138 | — | 112,800 | — | 118,912 | 676,722 | | David S. Boyce Former President & CEO of Tompkins Insurance Agencies | 2025 | 363,102 | 689,350 | — | — | — | 205,155 | 20,752 | 1,278,359 | | | 2024 | 397,119 | — | 179,834 | — | 137,700 | — | 40,975 | 755,628 | | | 2023 | 384,004 | 92,000 | 118,366 | — | — | 247,583 | 28,948 | 870,901 |

  27. 2025 Summary Compensation Table

    | (1) The increased salary amounts included in the table for 2025 reflect merit increases awarded in May 2025. This column also includes compensation-replacement payments made pursuant to broad-based employee leave plans. |

  28. 2025 Summary Compensation Table

    | (2) Amounts shown for 2023 represent cash bonus awards under the Company’s cash bonus structure prior to the adoption of the Incentive Plan in 2024. Of this amount, Mr. Boyce deferred 25% under the Tompkins Financial Corporation Deferred Compensation Plan for Selected Officers. |

  29. 2025 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. The stock awards reflected in this column include both time-based restricted stock awards and performance-based RSUs. For the performance-based RSUs, 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 2025, the grant date fair value would be $535,338 for Mr. Romaine, $148,053 for Mr. Tomazin, $148,053 for Mr. McKenna, $92,533 for Ms. Fontaine, and $100,668 for Mr. DeMilia. For additional information as to the assumptions made in valuation, see Note 12 - Stock Plans and Stock-Based Compensation to the consolidated financial statements filed with the SEC in the Company’s 2025 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. |

  30. 2025 Summary Compensation Table

    | (4) These amounts reflect cash short-term incentive awards made under the Incentive Plan. Mr. Boyce deferred 25% of the amount paid to him for 2024 under the Tompkins Financial Corporation Deferred Compensation Plan for Selected Officers. |

  31. 2025 Summary Compensation Table

    | (5) This column reflects: 1) changes in pension value under the Pension Plan, 2) changes in pension value under the executive’s SERP, and 3) changes in pension value under the DB SERP for Messrs. Romaine and Boyce, 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, Amended SERP(s) and/or the DB 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 2024 to year-end 2025. |

  32. 2025 Summary Compensation Table

    Discount Rate: Pension plan(s) 5.28% at 12/31/2025, 5.42% at 12/31/2024; SERP(s): 5.32% at 12/31/2025, 5.46% at 12/31/2024. 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 certain Named Executive Officers for 2024 were negative due to the significant increase in the discount rate from 12/31/2023 to 12/31/2024. However, applicable SEC rules do not permit us to disclose a negative number in the column. The actual decreases in 2024 actuarial present values were as follows: Mr. Romaine: $(80,110); Mr. Boyce: $(59,615), and Mr. DeMilia: $(2,942). This column also includes above-market interest on nonqualified deferred compensation and DC SERP balances paid in 2025 as follows: Mr. Romaine: $144; Mr. Tomazin: $86; Mr. McKenna: $1,266; Mr. DeMilia: $2,598; and Mr. Boyce: $15,973.

  33. 2025 Summary Compensation Table

    | (6) The amount in this column includes: employer matching contributions pursuant to the 401(k) Plan, 2% employer contribution to the 401(k) Plan, Company discretionary contributions 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 for Messrs. Romaine, Tomazin, DeMilia and McKenna; the dollar value of the applicable life insurance premiums paid on the Named Executive Officers’ behalf by the Company; and perquisites and other personal benefits or property. |

  34. 2025 Summary Compensation Table

    For Mr. Romaine, the amounts included in this column for 2025 were as follows: Company cash profit-sharing, $10,500; ESOP contribution, $7,000; supplemental profit sharing $26,874; Company match on salary deferral to the 401(k) Plan, $7,000; 2% Company employer contribution to 401(k) Plan, $7,000; Company contribution to DC SERP Plan, $135,000; dollar value of life insurance premiums, $11,205; personal use of Company-owned vehicle, $761. For Mr. Tomazin, the amounts included in this column for 2025 were as follows: Company cash profit sharing, $10,500; ESOP contribution, $7,000; supplemental profit sharing $2,039; Company match on salary deferral to the 401(k) Plan, $7,000; Company discretionary contribution to the 401(k) Plan, $14,000; 2% Company employer contribution to 401(k) Plan, $7,000; Company contribution to DC SERP Plan, $80,780; dollar value of life insurance premiums, $879; personal use of Company-owned vehicle, $11,493. For Mr. McKenna, the amounts included in this column for 2025 were as follows: Company cash profit sharing, $10,500; ESOP contribution, $7,000; supplemental profit-sharing, $7,173; Company match on salary deferral to the 401(k) Plan, $7,000; 2% Company employer contribution to the 401(k) Plan, $7,000; Company discretionary contributions to the 401(k) Plan, $25,500; Company contribution to DC SERP Plan, $3,375; dollar value of life insurance premiums, $4,902; personal use of Company-owned vehicle, $5,266; partial reimbursement of club membership dues, $6,068. For Ms. Fontaine, the amounts included in this column for 2025 were as follows: Company cash profit sharing, $10,500; ESOP contribution, $7,000; supplemental profit sharing, $1,170; Company match on salary deferral to the 401(k) Plan, $7,000; Company discretionary contribution to the 401(k) Plan, $15,750; 2% Company employer contribution to the 401(k) Plan, $7,000; dollar value of life insurance premiums, $1,259; personal use of Company-owned vehicle, $9,524. For Mr. DeMilia, the amounts included in this column for 2025 were as follows: Company cash profit-sharing, $10,086; ESOP contribution, $6,724; Company match on salary deferral to the 401(k) Plan, $6,724; 2% Company employer contribution to the 401(k) Plan, $6,724; Company discretionary contributions to the 401(k) Plan, $21,875; Company contribution to DC SERP Plan, $52,608; dollar value of life insurance premiums, $1,121; personal use of Company-owned vehicle, $1,108; partial reimbursement of club membership dues, $10,875. For Mr. Boyce, the amounts included in this column for 2025 were as follows: Company match on salary deferral to the 401(k) Plan, $7,000; 2% Company employer contribution to the 401(k) Plan, $7,000; dollar value of life insurance premiums, $5,188; personal use of Company-owned vehicle, $1,564.

  35. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  36. Grants of Plan-Based Awards

    | | Grant Date | Estimated possible payouts under non- equity incentive plan awards(1) | | Estimated future payouts under equity incentive plan awards(2) | | All other stock awards: Number of shares of stock or units(3) | 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(4)(5) | Grant date FMV of MAX(4)(6) | | | | Target ($) | Max ($) | Target (#) | Max (#) | (#) | (#) | ($/Sh) | ($) | ($) | | Stephen S. Romaine | N/A | 495,000 | 742,500 | — | — | — | — | — | — | | | | Nov. 12, 2025 | — | — | 4,645 | 7,897 | — | — | — | 314,885 | 535,338 | | | Nov. 12, 2025 | — | — | — | — | 4,645 | — | — | 314,885 | | | Matthew D. Tomazin | N/A | 161,560 | 242,340 | — | — | — | — | — | — | | | | Nov. 12, 2025 | — | — | 1,365 | 2,184 | — | — | — | 92,533 | 148,053 | | | Nov. 12, 2025 | — | — | — | — | 1,365 | — | — | 92,533 | | | John M. McKenna | N/A | 206,600 | 309,900 | — | — | — | — | — | — | | | | Nov. 12, 2025 | — | — | 1,365 | 2,184 | — | — | — | 92,533 | 148,053 | | | Nov. 12, 2025 | — | — | — | — | 1,365 | — | — | 92,533 | | | Alyssa H. Fontaine | N/A | 140,000 | 210,000 | — | — | — | — | — | — | | | | Nov. 12, 2025 | — | — | 910 | 1,365 | — | — | — | 61,689 | 92,533 | | | Nov. 12, 2025 | — | — | — | — | 910 | — | — | 61,689 | | | David M. DeMilia | N/A | 119,105 | 178,658 | — | — | — | — | — | — | | | | Nov. 12, 2025 | — | — | 990 | 1,485 | — | — | — | 67,112 | 100,668 | | | Nov. 12, 2025 | — | — | — | — | 990 | — | — | 67,112 | | | David S. Boyce | N/A | — | — | — | — | — | — | — | — | | | | Nov. 12, 2025 | — | — | — | — | — | — | — | — | — | | | Nov. 12, 2025 | — | — | — | — | — | — | — | — | — |

  37. Grants of Plan-Based Awards

    | (1) Represents awards that could have been earned based on performance in fiscal year 2025 under the Incentive Plan. These columns show the awards that were possible at the Target and Maximum levels of performance. Actual payouts are shown above in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |

  38. Grants of Plan-Based Awards

    | (2) Represents awards of RSUs granted under the 2019 Equity Incentive Plan. |

  39. Grants of Plan-Based Awards

    | (3) Represents awards of restricted stock granted under the 2019 Equity Incentive Plan. |

  40. Grants of Plan-Based Awards

    | (4) Stock awards granted on November 12, 2025 are valued at the closing market price for our common stock on the NYSE American on November 12, 2025 of $67.79. |

  41. Grants of Plan-Based Awards

    | (5) For performance-based awards, represents the grant date fair value for awards based upon the probable outcome of the performance conditions of the awards. The performance-based vesting conditions are described above under “Compensation Discussion and Analysis - Long-Term, Equity-Based Awards.” |

  42. Grants of Plan-Based Awards

    | (6) Represents the grant date fair value for awards if the maximum performance conditions are achieved for the awards. |

  43. 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, 2025 for each of the Named Executive Officers.

  44. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End

  45. 2025 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 | 11/12/2025 | — | — | — | — | — | 4,645 | 336,855 | 4,645 | 336,855 | | | 11/12/2024 | — | — | — | — | — | 3,480 | 252,370 | 3,480 | 252,370 | | | 11/9/2023 | — | — | — | — | — | 3,705 | 268,687 | 4,940 | 358,249 | | | 11/9/2022 | — | — | — | — | — | 1,547 | 112,188 | 3,095 | 224,449 | | | 11/9/2021 | — | — | — | — | — | 724 | 52,504 | — | — | | | 11/9/2016 | 1,734 | — | — | 76.90 | 11/9/2026 | — | — | — | — | | Total | | 1,734 | — | — | | | 14,101 | 1,022,604 | 16,160 | 1,171,923 | | Matthew D. Tomazin | 11/12/2025 | — | — | — | — | — | 1,365 | 98,990 | 1,365 | 98,990 | | | 11/12/2024 | — | — | — | — | — | 1,205 | 87,387 | 1,205 | 87,387 | | | 11/09/2023 | — | — | — | — | — | 870 | 63,092 | 1,160 | 84,123 | | | 11/09/2022 | — | — | — | — | — | 235 | 17,042 | — | — | | | 11/09/2021 | — | — | — | — | — | 111 | 8,050 | — | — | | Total | | — | — | — | | | 3,786 | 274,561 | 3,730 | 270,500 | | John M. McKenna | 11/12/2025 | — | — | — | — | — | 1,365 | 98,990 | 1,365 | 98,990 | | | 11/12/2024 | — | — | — | — | — | 1,205 | 87,387 | 1,205 | 87,387 | | | 11/09/2023 | — | — | — | — | — | 1,249 | 90,577 | 1,665 | 120,746 | | | 11/09/2022 | — | — | — | — | — | 365 | 26,470 | 730 | 52,940 | | | 11/09/2021 | — | — | — | — | — | 340 | 24,657 | — | — | | | 11/9/2016 | 802 | — | — | 76.90 | 11/9/2026 | — | — | — | — | | | | | | | | | — | — | — | — | | Total | | 802 | — | — | | | 4,524 | 328,081 | 4,965 | 360,063 | | Alyssa H. Fontaine | 11/12/2025 | — | — | — | — | — | 910 | 65,993 | 910 | 65,993 | | | 11/12/2024 | — | — | — | — | — | 805 | 58,379 | 805 | 58,379 | | | 11/09/2023 | — | — | — | — | — | 870 | 63,092 | 1,160 | 84,123 | | | 11/09/2022 | — | — | — | — | — | 365 | 26,470 | 730 | 52,940 | | | 11/09/2021 | — | — | — | — | — | 340 | 24,657 | — | — | | | 11/09/2016 | 802 | — | — | 76.90 | 11/9/2026 | — | — | — | — | | Total | | 802 | — | — | | | 3,290 | 238,591 | 3,605 | 261,435 | | David M. DeMilia | 11/12/2025 | — | — | — | — | — | 990 | 71,795 | 990 | 71,795 | | | 11/12/2024 | — | — | — | — | — | 805 | 58,379 | 805 | 58,379 | | | 11/09/2023 | — | — | — | — | — | 870 | 63,092 | 1,160 | 84,123 | | | 11/09/2022 | — | — | — | — | — | 365 | 26,470 | 730 | 52,940 | | | 11/09/2021 | — | — | — | — | — | 340 | 24,657 | — | — | | | 11/09/2016 | 255 | — | — | 76.90 | 11/9/2026 | — | — | — | — | | Total | | 255 | — | — | | | 3,370 | 244,393 | 3,685 | 267,237 | | David S. Boyce(4) | 11/12/2025 | — | — | — | — | — | — | — | — | — | | | 11/12/2024 | — | — | — | — | — | — | — | 1,205 | 87,387 | | | 11/09/2023 | — | — | — | — | — | — | — | 1,160 | 84,123 | | | 11/09/2022 | — | — | — | — | — | — | — | 730 | 52,940 | | | 11/09/2021 | — | — | — | — | — | — | — | — | — | | | 11/9/2016 | 802 | — | — | 76.90 | 11/9/2026 | — | — | — | — | | Total | | 802 | — | — | | | — | — | 3,095 | 224,450 |

  46. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (1) Stock Settled Appreciation Rights (SSARs) reported in this column are vested and currently exercisable. |

  47. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (2) Restricted stock awards reported in the table that were granted in 2021, 2022, 2023, 2024, and 2025 have a five-year vesting schedule with zero percent vesting in year one and 25% vesting in years two through five. |

  48. 2025 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, 2025 of $72.52. |

  49. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (4) In connection with the TIA sale, Mr. Boyce forfeited his unvested shares of time-based restricted stock. Under the terms of the 2019 Equity Plan and his award agreements, Mr. Boyce remains eligible to receive shares subject to his outstanding performance-based RSUs if the relevant performance criteria are satisfied, and subject to his compliance with a three-year non-competition agreement. |

  50. 2025 Outstanding Equity Awards at Fiscal Year-End

    Options Exercised and Stock Vested During Fiscal 2025 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 2025 and the value realized upon exercise or vesting.

  51. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested

  52. 2025 Option Exercises and Stock Vested

    | | Option Awards (1) | | Stock Awards | | | | Number of Shares Acquired on Exercise(2) | Value Realized on Exercise(3) | Number of Shares Acquired on Vesting(4) | Value Realized on Vesting(5) | | | (#) | ($) | (#) | ($) | | Stephen S. Romaine | — | — | 6,474 | 424,333 | | Matthew D. Tomazin | — | — | 597 | 39,808 | | John M. McKenna | 2,235 | 19,199 | 1,377 | 91,818 | | Alyssa H. Fontaine | — | — | 1,251 | 83,417 | | David M. DeMilia | — | — | 954 | 63,613 | | David S. Boyce | — | — | — | — |

  53. 2025 Option Exercises and Stock Vested

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

  54. 2025 Option Exercises and Stock Vested

    | (2) Reflects the total number of shares underlying the award exercised. The number of shares Mr. McKenna actually acquired on exercise was 150. |

  55. 2025 Option Exercises and Stock Vested

    | (3) 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. |

  56. 2025 Option Exercises and Stock Vested

    | (4) The amount shown for Mr. Romaine includes 2,895 shares of performance-based restricted stock. In April 2025, the Committee determined that the performance conditions for Mr. Romaine’s performance-based restricted stock awards for the 2022-2024 performance period were achieved based on average adjusted ROAE, which is a non-GAAP financial measure. The Company’s average ROAE over the 2022-2024 performance period was 8.36%. In making this determination, and in consultation with the Compensation Consultant, the Committee considered adjustments to the Company’s net income presented in accordance with GAAP to exclude certain nonrecurring items as further discussed above under “Compensation Discussion and Analysis - Long-Term, Equity Based Awards”. The Committee determined that the performance conditions were met based on the Company’s average adjusted ROAE of 11.36% being above the average of the FRB Peer Group’s ROAE of 10.78%. The below table reconciles the Company’s average adjusted ROAE to average ROAE (dollar amounts are in thousands). |

  57. 2025 Option Exercises and Stock Vested

    | | 2022 | 2023 | 2024 | | | Net income (GAAP) | $85,030 | $9,505 | $70,850 | | | Adjustments for non-operating income and expense | | | | | | Loss (gain) on sale of investment securities | — | 69,973 | (32) | | | NYS minimum tax adjustment related to sale of investment securities | — | 830 | | | | Branch closures | — | 879 | 389 | | | Severance related to staffing restructuring | — | 800 | 225 | | | BOLI surrender | — | 775 | | | | Total adjustments | — | 73,257 | 582 | | | Tax effect | (932) | (16,483) | (131) | | | Total adjustments, tax effected | — | 56,774 | 451 | | | Adjusted net income (Non-GAAP) | 85,030 | 66,279 | 71,301 | | | Average total equity (GAAP) | $641,725 | $634,732 | 685,814 | | | | | | | 3-Yr Avg | | Return on average equity (GAAP) | 13.25% | 1.50% | 10.33% | 8.36% | | Adjusted return on average equity (Non-GAAP) | 13.25% | 10.44% | 10.40% | 11.36% |

  58. 2025 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. |

  59. Pension Benefits

    Pension Benefits

  60. Pension Benefits

    | Name | Plan Name | | Number of Years Credited Service(1) # | Present Value of Accumulated Benefit $ | Payments During Last Fiscal Year $ | | Stephen S. Romaine | Pension Plan | | 14.58 | 499,310 | — | | | Amended SERP | | 31.83 | 7,061,297 | — | | | DB SERP | | 10.42 | $383,984 | — | | | | Total | | 7,944,591 | — | | Matthew D. Tomazin | — | | — | — | — | | | | Total | — | | — | | John M. McKenna | Pension Plan | | 6.25 | 151,891 | — | | | Amended SERP | | 11.00 | $501,090 | — | | | | Total | | 652,981 | — | | Alyssa H. Fontaine | Amended SERP | | 10.00 | 72,786 | — | | | | Total | | 72,786 | — | | David M. DeMilia | Pension Plan | | 1.67 | $26,736 | — | | | | Total | | 26,736 | — | | David S. Boyce | Pension Plan | | 14.25 | 413,036 | — | | | Amended SERP | | 36.83 | 1,500,903 | — | | | DB SERP | | 10.25 | $379,055 | — | | | | Total | | 2,292,994 | — |

  61. 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 (defined below). 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. |

  62. Pension Benefits

    The present value of accumulated benefits shown in the Pension Benefits table above is based on benefits accrued as of December 31, 2025. 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 - Employee Benefit Plans to the consolidated financial statements included in the Company’s 2025 Annual Report on Form 10-K. The Pension Plan provides a monthly benefit payable at retirement. When a participant terminates employment or retires, the accrued benefit is converted into a monthly annuity. This type of plan is often referred to as a “pension equity plan.” On January 1, 2010, 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 additional accrued benefits after this date (the “Pension Plan Freeze”). Accrued benefits were determined by the accumulation of credits which were earned based on the sum of the participant’s age and years of service, multiplied by the participant’s “Average Final Earnings” under the Plan. “Average Final Earnings” was calculated based on the average of the participant’s compensation over the five consecutive plan years out of the last ten which produced the highest average as of the date of the Pension Plan Freeze. “Compensation” generally consisted of total W-2 earnings, less incentive bonuses, fringe benefits and compensation from stock option exercises. Pension Plan participants are 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. 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. Messrs. Romaine, Boyce, and McKenna 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, the Named Executive Officers receive retirement benefits under one or more SERPs with the Company, as follows:

  63. Pension Benefits

    | • | Amended SERPs. For Messrs. Romaine, Boyce, and McKenna, and Ms. Fontaine the Amended SERPs provide 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, and for each year that the executive officer is below age 65. Messrs. Romaine, Boyce and McKenna are currently eligible for early retirement benefits under their Amended SERPs. The retirement benefit is payable monthly until the executive officer’s death. For the Named Executive Officers other than Mr. Romaine, “Earnings” is the average of the executive officer’s five highest calendar years of base salary. For Mr. Romaine, beginning in 2019, “Earnings” also includes 50% of any senior incentive paid in an applicable year and beginning in 2025, “Earnings” also includes 50% of the greater of (1) the senior incentive actually paid in an applicable year and (2) 70% of the target senior incentive with respect to such year. For Messrs. Romaine and Boyce, the SERP benefit formula is 75% of the executive’s “Earnings,” minus his Pension Plan benefit had it not been frozen, minus his Social Security benefit. In connection with the TIA sale, the Company has frozen Mr. Boyce’s years of service and earnings for purposes of benefit accrual under his Amended SERP as of October 31, 2025. Mr. McKenna’s SERP benefit formula is 18% of his “Earnings,” with no reduction for Pension Plan or Social Security benefits. Ms. Fontaine’s SERP benefit formula is 10% of her “Earnings,” with no reduction for Social Security benefits. |

  64. Pension Benefits

    | • | DB SERPs. For Messrs. Romaine 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. Romaine and Boyce are currently eligible for early retirement benefits under their DB SERPs. In connection with the TIA sale, the Company has frozen Mr. Boyce’s years of service and earnings for purposes of benefit accrual under his DB SERP as of October 31, 2025. |

  65. 2025 Non-Qualified Deferred Compensation

    2025 Non-Qualified Deferred Compensation

  66. 2025 Non-Qualified Deferred Compensation

    | | Plan Type | Executive Contributions in Last FY(1) | Registrant Contributions in Last FY(2) | Aggregate Earnings in Last FY | Aggregate Withdrawals / Distributions | Aggregate Balance at Last FYE | | | | ($) | ($) | ($) | ($) | ($) | | Stephen S. Romaine | DC SERP | — | 131,828 | 433 | — | 132,261 | | Matthew D. Tomazin | DC SERP | — | 78,882 | 259 | — | 79,141 | | John M. McKenna | DC SERP | — | 3,088 | 3,746 | — | 52,992 | | Alyssa H. Fontaine | N/A | — | — | — | — | — | | David M. DeMilia | DC SERP | — | 51,461 | 7,690 | — | 112,608 | | David S. Boyce | Deferred Compensation | 34,425 | — | 47,236 | — | 663,882(3) |

  67. 2025 Non-Qualified Deferred Compensation

    | (1) Mr. Boyce has elected to defer 25% of his short-term incentive, which is the amount included in this column. The amounts shown in this column are also included in the “Non-Equity Incentive Plan Compensation” of the Summary Compensation Table, above. |

  68. 2025 Non-Qualified Deferred Compensation

    | (2) This column includes contributions to the DC SERPs. All amounts shown in this column are also included in the “All Other Compensation” Column of the Summary Compensation Table, above. |

  69. 2025 Non-Qualified Deferred Compensation

    | (3) The aggregate balance includes deferrals since Mr. Boyce’s election to participate in the plan in 2003. |

  70. 2025 Non-Qualified Deferred Compensation

    Deferred Compensation Plan for Selected Officers As noted above, the Company maintains a nonqualified deferred compensation plan for executive officers, which allows them to defer receipt of all or a portion of cash incentive or cash bonus, profit-sharing payments and supplemental profit-sharing payments. Mr. Boyce was the only Named Executive Officer who participated in the deferred compensation plan in 2025. Amounts deferred by participants are credited to a bookkeeping account maintained for each participant. 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 2025, interest accrued under the deferred compensation plan at the prime rate, 7.5%. Earnings reported in the table above are considered “above-market” or “preferential” under applicable SEC rules, and the above-market portion of those earnings are reported in the Summary Compensation Table, above. If the participant elects to defer a short-term incentive 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 a participant 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. A participant 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 participant 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 As discussed above under “Compensation Discussion and Analysis - Retirement and Other Benefits”, in December 2025 the Company entered into DC SERPs with Messrs. Romaine and Tomazin. The Company makes an annual contribution of 15%, beginning in 2025, to a DC SERP for Mr. Romaine. Contributions to the DC SERP are accumulated in an unfunded, interest-bearing deferred compensation account (the “DC SERP Account”). Mr. Romaine will be fully vested in his DC SERP Account if he remains employed until age 63. All future accumulated balances after age 63 will be considered 100% vested. Mr. Romaine has the ability to elect with each year’s contribution the date certain to receive distribution and the duration of said distribution. Upon Mr. Romaine’s death, the balance of the vested DC SERP Account will be payable as a lump sum to his beneficiary. The Company makes an annual contribution of 20% of Mr. Tomazin’s base rate of pay beginning in 2025 to his DC SERP. Contributions to the DC SERP are accumulated in an unfunded, interest-bearing deferred compensation account (the “DC SERP account”). Mr. Tomazin will be 100% vested in the accumulated balance six years from the date the DC SERP was executed (in December 2031) if he remains employed by the Company for that six year period. After six years, the balance in his DC SERP Account, along with the earnings on that balance, is considered vested and remains a benefit payable to Mr. Tomazin in the event of a termination of employment. The remaining contributions will vest using a graded vesting schedule that will be 100% vested if he remains employed until age 63. In the event of Mr. Tomazin’s qualifying termination (as defined in the DC SERP) on or after the age of 58, Mr. Tomazin will be eligible to receive a reduced value of his DC SERP Account. Mr. Tomazin will receive the balance of the vested DC SERP Account at retirement in 12 annual installments. Upon Mr. Tomazin’s death, the balance of his vested DC SERP Account will be payable as a lump sum to his beneficiary. The Company makes an annual contribution of 16% of Mr. DeMilia’s base rate of pay to his DC SERP. Contributions to the DC SERP are accumulated in a DC SERP Account. Mr. DeMilia will be 100% vested in his DC SERP Account if he remains employed with the Company until age 65. He will be partially vested upon the attainment of age 63. In the event of Mr. DeMilia’s qualifying termination (as defined in the DC SERP) on or after the age of 58, Mr. DeMilia will be eligible to receive a reduced value of his DC SERP Account. Mr. DeMilia will receive the DC SERP Account at retirement in seven annual installments. Upon Mr. DeMilia’s death, the balance of the vested DC SERP Account will be payable as a lump sum to his beneficiary. 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 a DC SERP Account. Mr. McKenna will receive the DC SERP balance at retirement in one lump sum payment. Upon death, the balance of the DC SERP Account will be payable as a lump sum to his beneficiary.

  71. 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:

  72. SERPs

    SERPs

  73. 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 (or in Mr. McKenna’s case, age 59) or termination of employment. The retirement benefit under Mr. DeMilia’s and Mr. Tomazin’s DC SERP agreements is payable at a reduced amount if they have a qualifying disability on or after reaching age 58 but before age 65. |

  74. SERPs

    | • | Change in Control Vesting. In the event of a change in control, each executive officer with an Amended SERP will be deemed to have completed 20 years of service (or in Mr. McKenna’s case, 16 years of service) and will be 100% vested in the benefit payable under the Amended SERP. Under Messrs. Romaine, Tomazin and DeMilia’s DC SERP agreements, they will be deemed to be 100% vested in their respective retirement benefits upon a change in control. |

  75. SERPs

    | • | Change in Control Severance Benefits. Under the Amended SERPs and Mr. Tomazin and DeMilia’s DC SERP agreements, 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. |

  76. SERPs

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

  77. 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), 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), other than because of death, disability or change of control, they will not be entitled to payment of any retirement benefits. Mr. DeMilia will not be entitled to his retirement benefits under his DC SERP unless he reaches age 58. |

  78. SERPs

    | • | Death Benefits. Under the Amended SERPs, if an executive has elected to receive a joint-and-survivor benefit, then, in the event of the executive’s death (a) after retirement, their spouse will be paid (monthly) 50% of the executive officer’s annual retirement benefit until the spouse’s death, and (b) prior to retirement, their spouse will be paid (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. Under the DC SERPs, the balance is payable to the designated beneficiary if vested at the time of death. |

  79. SERPs

    | • | Definition of Good Reason. Under the Amended SERPs and DC SERPs, an executive officer will be deemed to have good reason to resign – and a resignation will be treated as an involuntary termination without cause – in the event of (a) a material diminution in base compensation, authority, duties or responsibilities; (b) a material change in job location; or (c) a material breach by the Company or its successor of the SERP or any other agreement between the Company and the executive. |

  80. SERPs

    | • | Retirement Benefit Freeze & Plan Amendments. Under the Amended 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. |

  81. SERPs

    | • | Covenants. The Amended SERPs and Mr. DeMilia’s DC SERP 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. |

  82. SERPs

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

  83. 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 (which are available to all participants under the 2019 Equity Incentive Plan). 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 held by each of our NEOs at December 31, 2025 is included in the 2025 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 the Company’s shareholders. Further, the Committee may cancel any outstanding awards and pay the participants the value of the cancelled awards in cash or stock, or any combination thereof, based upon the price per share of Common Stock received or to be received by the Company’s other shareholders in the change of control event. Regarding stock options and stock appreciation rights with an exercise price that equals or exceeds the price paid per share of Common Stock to be received by our shareholders 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 that in the case of a performance-based share award, all target payout opportunities under any such performance-based share award will be deemed fully attained, and all awards fully earned, on the date the change in control transaction is effective. If a participant’s employment is terminated by the surviving company without cause, or if the participant resigns with good reason, within 24 months following a change in control, all of such participant’s outstanding awards will be immediately and fully 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 Company’s obligations under the 2019 Equity Incentive Plan are binding upon any successor corporation or organization as the result of any corporate reorganization or sale of all or substantially all of the Company’s assets. Except as described above in the event of a change of control, under the 2019 Equity Incentive Plan, unvested or unexercisable awards are forfeited or terminated upon a participant’s termination of employment. If a participant’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 and RSUs will be forfeited. Upon or in connection with a participant’s death, disability, or retirement, the Committee may, in its sole discretion, accelerate for such participant (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 participant 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 participant’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 applicable plan’s allowance of shares which may be awarded with less than a one-year vesting period (which, in the case of the 2019 Equity Incentive Plan, is 5% of total shares available under the plan), 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 participant 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:

  84. 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); |

  85. SERPs

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

  86. SERPs

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

  87. 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 and/or DC 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.

  88. Potential Payments Upon Change in Control as of December 31, 2025

    Potential Payments Upon Change in Control as of December 31, 2025

  89. Potential Payments Upon Change in Control as of December 31, 2025

    | | 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(2) | | | ($) | ($) | ($) | ($) | | Stephen S. Romaine | 621,062 | 621,062 | — | 1,456,806 | | Matthew D. Tomazin | — | — | — | 579,609 | | John M. McKenna | 48,886 | 78,218 | 29,332 | 751,684 | | Alyssa H. Fontaine | 16,079 | 32,157 | 16,079 | 561,745 | | David M. DeMilia | — | — | — | 479,327 | | David S. Boyce | N/A(1) | N/A | N/A | N/A |

  90. Potential Payments Upon Change in Control as of December 31, 2025

    | (1) The value of the annual benefit under Mr. Boyce’s SERPs at 12/31/25 was $149,625, but he was not serving as an executive officer of the Company on that date. |

  91. Potential Payments Upon Change in Control as of December 31, 2025

    | (2) 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. |

  92. Potential Payments Upon Change in Control as of December 31, 2025

    The table above shows the potential incremental value transfer to each Named Executive Officer under a change-in-control scenario as of December 31, 2025, the last business day of fiscal 2025. 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.

  93. CEO Pay Ratio

    CEO Pay Ratio We determined that the 2025 median annual total compensation of all of our employees (other than Mr. Romaine, our CEO) was $86,033. Mr. Romaine’s total annual compensation as reported in the Summary Compensation Table for 2025 was $3,221,209; the ratio of these amounts was 37:1. As of December 31, 2023, the date we selected to identify our median employee, our total employee population consisted of 1,011 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 2025 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. We have elected to use the same median employee that we identified in 2023 for the determination of 2025 pay ratio because there has not been a change to our employee population or compensation arrangements that would significantly impact this pay ratio disclosure.

  94. Pay Versus Performance

    Pay Versus Performance 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, and do not necessarily reflect the actual amount of compensation earned by or paid to the Company’s PEO and NEOs during the applicable fiscal year. Footnote (2) below sets forth the adjustments from the Total Compensation as reported in the Summary Compensation Table above. 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 2021, 2022, 2023, 2024, and 2025:

  95. 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(4) | | | | | | | TSR | Peer Group TSR(3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $3,221,209 | $2,444,087 | $967,285 | $936,815 | $123.05 | $211.47 | $161,100 | 20.61% | | 2024 | $1,874,651 | $1,983,713 | $775,070 | $820,272 | $88.20 | $143.68 | $70,850 | 10.33% | | 2023 | $2,757,046 | $1,293,874 | $746,333 | $584,910 | $74.90 | $107.32 | $9,505 | 1.50% | | 2022 | $1,762,316 | $1,629,897 | $785,868 | $757,815 | $92.72 | $98.38 | $85,030 | 13.25% | | 2021 | $2,180,714 | $1,977,968 | $824,345 | $904,843 | $96.99 | $118.61 | $89,264 | 12.32% |

  96. 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: |

  97. Pay Versus Performance

    2025: Messrs. Tomazin, McKenna, Ms. Fontaine, Messrs. DeMilia, and Boyce 2024: Messrs. Tomazin, McKenna, Boyce, and DeMilia 2023: Messrs. Tomazin, Fetsko, McKenna, and Boyce, and Ms. Kunkel 2022: Messrs. Fetsko, McKenna, Boyce, and Hartz 2021: Messrs. Fetsko, Gruber, McKenna, and Boyce

  98. 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 2025 compensation: |

  99. Pay Versus Performance

    | | Adjustments to 2025 Compensation | | | | PEO | Non-PEO | | Summary Comp. Table Total | 3,221,209 | 967,285 | | Minus Stock and Option Awards from Summary Comp. Table | 629,769 | 125,547 | | Plus Prior Service Cost Due to Amendments During Year | — | — | | Plus Year-End Fair Value of Unvested Awards Granted During Year | 673,711 | 134,307 | | Plus Change in Fair Value of Unvested Awards Granted in Prior Years | 98,354 | 20,350 | | Plus Fair Value of Awards Granted and Vested During Year | — | — | | Plus Change in Fair Value of Prior Years’ Awards Vested During Year | (14,798) | (961) | | Minus Fair Value of Performance-Based Awards Forfeited During Year | — | — | | Plus Fair Value of Dividend or Other Earnings Paid on Unvested Equity Awards During Year | — | — | | Minus Aggregate Change in Actuarial Present Value of Benefit under Defined Benefit Plans | 904,619 | 71,263 | | Plus Service Cost for Year (Actuarial Present Value of Benefit Attributable to Service for the Year) | — | 12,645 | | Compensation Actually Paid | 2,444,087 | 936,815 |

  100. 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, 2020. |

  101. Pay Versus Performance

    | (4) SEC rules permit the Company to select a financial measure that it believes represents the most important financial performance measure (not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the NEOs, for the most recently completed fiscal year, to Company performance. The Company has selected Return on Average Equity to include in the table for this purpose. |

  102. Most Important Measures to Determine Fiscal Year 2025 Compensation Actually Paid

    Most Important Measures to Determine Fiscal Year 2025 Compensation Actually Paid As described in greater detail above under “Compensation Discussion and Analysis”, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The most important performance metrics used to link compensation actually paid to the NEOs for 2025 to Company performance were:

  103. Most Important Measures to Determine Fiscal Year 2025 Compensation Actually Paid

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

  104. Most Important Measures to Determine Fiscal Year 2025 Compensation Actually Paid

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

  105. Most Important Measures to Determine Fiscal Year 2025 Compensation Actually Paid

    | 3. | Core revenue per share |

  106. Most Important Measures to Determine Fiscal Year 2025 Compensation Actually Paid

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

  107. Relationship Between Compensation Actually Paid and 2025 Performance Measures

    Relationship Between Compensation Actually Paid and 2025 Performance Measures The following charts illustrate the relationship between compensation actually paid to the NEOs for 2021, 2022, 2023, 2024, and 2025 and each of the financial metrics stated in the table above.