TOMPKINS FINANCIAL CORP (TMP)
Sector: Financials
2026 Annual Meeting Analysis
TOMPKINS FINANCIAL CORP · Meeting: May 19, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
No overboarding, attendance, or independence issues; TSR underperformance versus QABA (-14.1pp) is well below the 65pp threshold required to trigger a vote against given TMP's strong positive 3-year return; CPA background makes her well-qualified for audit committee service.
Joined in 2024 and is within the 24-month new-director exemption from the TSR trigger; brings 35 years of banking experience and is independent with no disqualifying flags.
Joined in 2025 and is fully within the 24-month new-director exemption; marketing and financial services background is relevant and she meets all independence standards.
Joined in 2025 and is fully within the 24-month new-director exemption; nonprofit leadership and financial management experience is relevant and she meets all independence standards.
17-year director and newly elected Board Chair with strong community and government ties; the 3-year TSR gap versus QABA (-14.1pp) is well below the 65pp threshold, so no TSR trigger applies.
20-year director with deep financial expertise (former VP Finance and Treasurer at major universities) qualifying her as an audit committee financial expert; TSR gap well below 65pp threshold, no disqualifying flags.
Joined in 2023 and is within the 24-month new-director exemption; extensive human resources executive background is relevant and she meets all independence standards.
Joined in 2023 and is within the 24-month new-director exemption; long-standing business owner with deep Western New York community ties and meets all independence standards.
6-year director and CPA with 40 years of public accounting experience qualifying her as an audit committee financial expert; the 3-year TSR gap versus QABA (-14.1pp) is well below the 65pp threshold, so no TSR trigger applies.
CEO-director with 19 years of board service; as an executive director he is subject to the same TSR trigger as other directors, but TMP's 3-year TSR gap versus QABA (-14.1pp) is well below the 65pp threshold for a strong-positive-return company, so no TSR trigger applies.
26-year director classified as non-independent whose long tenure reflects deep institutional knowledge; he serves on no board committees (only the full board), so his non-independent status does not trigger a policy concern regarding audit or compensation committee membership; the 3-year TSR gap versus QABA (-14.1pp) is well below the 65pp threshold.
All 11 directors receive a FOR vote. TMP's 3-year stock return of approximately 39% is solidly positive, and the underperformance gap versus the community bank benchmark QABA (-14.1pp) and versus the company's own disclosed peer group median (-14.5pp) is far below the 65-percentage-point threshold required to trigger a vote against any long-tenured director. Several newer directors joined within the past 24 months and are exempt from the TSR trigger entirely. No overboarding, attendance, independence-on-committee, or familial-relationship issues were identified.
Say on Pay
✓ FORCEO
Stephen S. Romaine
Total Comp
$3,221,209
Prior Support
98.07%%
The prior year's say-on-pay vote received overwhelming 98% shareholder support, well above the 70% threshold that would require a response. CEO total compensation of approximately $3.2 million is within a reasonable range for a community bank holding company of TMP's size and the CEO's tenure and role. The pay program is well-structured: short-term incentive awards are tied to specific, pre-set financial targets (core EPS, core revenue per share, and core PPNR per share) with clearly disclosed achievement levels, and long-term equity awards are split evenly between performance-based restricted stock units (vesting based on return on average equity versus a Federal Reserve peer group) and time-vested restricted stock, ensuring a meaningful portion of pay is genuinely at risk. A formal clawback policy is in place, and the compensation committee is composed entirely of independent directors.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,153,750
Non-Audit Fees
$80,000
The non-audit fees of $80,000 represent approximately 6.9% of the $1,153,750 in audit fees — well below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a $1.2 billion market-cap company. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire and the default FOR vote applies. No material restatements were identified.
Overall Assessment
The 2026 Tompkins Financial annual meeting presents a clean ballot with three standard proposals. All 11 director nominees receive a FOR vote because TMP's strong positive 3-year stock return leaves the underperformance gap versus the community bank benchmark QABA far below the policy threshold, several newer directors are exempt as recent appointees, and no governance red flags were found. The say-on-pay and auditor ratification proposals also receive FOR votes, supported by well-structured incentive plans with clear performance conditions, a Big 4 auditor with a very low non-audit fee ratio, and near-unanimous prior shareholder approval of compensation.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing