Tompkins Financial (TMP) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 19, 2026, to elect 11 directors, approve executive compensation, and ratify KPMG LLP as auditor.

• Proxy materials are available online, with options for paper or email copies upon request.

• Shareholders of record as of March 20, 2026, are entitled to vote; each share of common stock has one vote.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposals include election of directors, advisory vote on executive compensation, and auditor ratification.

• Plurality required for director election; majority for compensation and auditor ratification.

• Shareholder proposals for 2027 must be received by December 7, 2026.

Board of directors and corporate governance

• Board consists of 11 nominees, with a mix of gender, race/ethnicity, and professional backgrounds.

• Majority of directors and all committee members are independent.

• Five standing committees: Executive, Audit, Compensation, Directors Risk, and Nominating & Corporate Governance.

• Annual board and committee self-assessments are conducted.

• Corporate Governance Guidelines prohibit significant pledging/hedging of company stock by directors and executives.