Tompkins Financial (TMP) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 13, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• Shareholders of record as of March 17, 2025, are eligible to vote; 14,434,103 shares are outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on electing 11 directors for one-year terms, an advisory say-on-pay vote, and ratification of KPMG LLP as auditor.

• Board recommends voting “FOR” all proposals; a plurality is required for director elections, and a majority for the other proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 2, 2025.

Board of directors and corporate governance

• Eleven director nominees include a mix of incumbents and new candidates, with diverse backgrounds and skills.

• Board committees include Executive, Compensation, Audit & Risk, and Nominating & Corporate Governance, all with independent directors.

• Annual board self-assessments and director education are conducted; majority of the board is independent.

• Corporate governance guidelines prohibit significant pledging or hedging of company stock by directors and executives.