Independent
Tenure on this board
3.1 yrs
11 nominees · 3 ballot items.
Elect eleven directors for one-year terms; advisory (non-binding) approval of named executive officer compensation (Say on Pay); and ratify KPMG LLP as the independent auditor for fiscal year 2026.
Elect eleven (11) directors named in the proxy statement to serve one-year terms expiring in 2027.
Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (Say on Pay).
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as described in the proxy statement (commonly called a 'Say on Pay' vote). Management is seeking shareholder approval to reaffirm its pay programs — which combine base salary, short-term cash incentives tied to corporate and individual goals, long-term equity awards with performance and time-based vesting, and retirement/benefit arrangements — as appropriately aligned with the Company’s strategy and risk framework. The Board and Compensation Committee emphasize that compensation is designed to reward long-term value creation and retention, including performance-based RSUs tied to multi-year ROAE relative to a Federal Reserve peer group and time-based restricted stock with five‑year vesting to promote retention. The Committee considered benchmarking, peer group data, and consultant advice when setting targets and recent changes (including merit increases, incentive target adjustments, and DC SERP contributions) and also took into account the 2025 say-on-pay results. Management’s case stresses that pay outcomes are tied to a balanced set of corporate and individual metrics (Core EPS, Core revenue per share, Core PPNR per share and individual objectives) and includes clawback provisions and other governance safeguards to mitigate inappropriate risk-taking. Shareholders should evaluate that the vote is advisory only and will not be binding on the Board or Compensation Committee, though the Board will consider the vote’s outcome when making future compensation decisions. Key contextual company-specific issues include record 2025 net income driven by strategic sale proceeds and organic growth, the sale of Tompkins Insurance Agencies which affected certain executives’ eligibility and retention agreements, and recent equity grants with explicit multi-year performance conditions. In recommending a FOR vote, the Board cites the program’s focus on pay-for-performance, alignment with shareholder interests, oversight by independent directors and the Compensation Committee, and use of external benchmarking and consultant inputs to maintain competitiveness and manage risk.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.50% | 1,366,635 | $108M |
| 2 | STATE STREET CORP | 8.25% | 1,186,354 | $94M |
| 3 | TOMPKINS FINANCIAL CORP | 7.78% | 1,119,343 | $88M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.24% | 753,999 | $59M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.93% | 565,937 | $45M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.83% | 551,172 | $43M |
| 7 | BlackRock, Inc. | 2.80% | 402,210 | $32M |
| 8 | AMERICAN CENTURY COMPANIES INC | 2.14% | 307,342 | $24M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.10% | 302,429 | $24M |
| 10 | Rhino Investment Partners, Inc | 1.16% | 166,941 | $13M |
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