Tompkins Financial Corp (TMP) - 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report was filed by Tompkins Financial Corporation on December 17, 2025, covering events occurring on December 16, 2025. The filing addresses Item 5.02 regarding the appointment of certain officers and compensatory arrangements.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation plan modifications and does not contain financial performance data.
Material Changes
Effective December 16, 2025, the Company implemented the following material changes to executive compensation:
- New DC SERP for CFO: Entered into a Defined Contribution Supplemental Executive Retirement Plan (DC SERP) with Matthew D. Tomazin (EVP, CFO, Treasurer). The Company will contribute 20% of his base pay annually. Interest is credited at Prime plus 1%. Full vesting of the initial balance occurs after six years; full vesting of accrued benefits occurs at age 63, with partial vesting at age 58.
- New DC SERP for CEO: Entered into a DC SERP with Stephen S. Romaine (President and CEO). The Company will contribute 15% of his base pay annually. Interest is credited at Prime plus 1%. Full vesting occurs upon the earlier of age 63 or a change in control. Benefits may commence at age 63.
- Amendment to CEO DB SERP: Executed Amendment No. 2 to the existing Defined Benefit SERP for Mr. Romaine. The calculation of "earnings" for the plan was modified to use a minimum senior incentive payment. Earnings are now based on 50% of the greater of the actual senior incentive paid or 70% of the target senior incentive for the year.
Guidance, Outlook, and Risks
The filing text does not provide guidance, outlook, management commentary on operations, or specific risk factors beyond the standard disclosure of executive compensation arrangements.
Investor Verification Checklist
- Verify the total annual cost impact of the new 20% contribution for the CFO and 15% contribution for the CEO based on current base salaries.
- Review the specific terms of the "minimum senior incentive payment" calculation in the amended DB SERP to understand potential liability increases.
- Confirm the vesting schedules and age thresholds (58, 63) for both executives to assess retention implications.
- Check subsequent filings for any changes to the "Prime plus 1%" interest rate assumption.