Tompkins Financial Corp 8-K, filed Dec 17, 2025
Tompkins Financial Corp (TMP)
About this 8-K
Tompkins Financial Corp filed this 8-K on December 17, 2025, reporting on events of December 16, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Tomazin Defined Contribution Supplemental Executive Retirement Plan
Effective December 16, 2025, Tompkins Financial Corporation (the “Company”) entered into a defined contribution supplemental executive retirement plan (the “DC SERP”) with Matthew D. Tomazin, Executive Vice President, Chief Financial Officer and Treasurer of the Company. The Company will make an annual contribution to Mr. Tomazin’s DC SERP equal to 20% of Mr. Tomazin’s base rate of pay as of such annual contribution date. Interest will be credited quarterly on the basis of the day-weighted average balance in the DC SERP at an annual rate of Prime plus 1%.
Upon the sixth anniversary of the effective date, Mr. Tomazin will become fully vested in the then-current balance of the DC SERP (the “Initial Vested Amount”). Mr. Tomazin will become fully vested in balance of the DC SERP (less the Initial Vested Amount, the “Accrued Benefits”) if he remains employed by the Company until age 63. He will be partially vested in the Accrued Benefits upon reaching age 58.
Romaine Defined Contribution Supplemental Executive Retirement Plan
Effective December 16, 2025, the Company entered into a defined contribution supplemental executive retirement plan (the “Romaine DC SERP”) with Stephen S. Romaine, President and Chief Executive Officer of the Company. Pursuant to the DC SERP, the Company will make an annual contribution to the DC SERP equal to 15% of Mr. Romaine’s base rate of pay as of such annual contribution date. The DC SERP will be credited quarterly with interest on the basis of the day-weighted average balance in the DC SERP at an annual rate of Prime plus 1%. Mr. Romaine will become fully vested in amounts then credited to his DC SERP account upon the earlier of his attainment of age 63 or the earlier occurrence of a change in control with respect to the Company.
Mr. Romaine will be eligible to begin receiving benefits under his DC SERP commencing on a date, not earlier than the date he attains age 63, elected by Mr. Romaine.
Amendment to Supplemental Executive Retirement Plan
Effective December 16, 2025, the Company entered into Amendment No. 2 to the Amended and Restated Supplemental Executive Retirement Agreement with Mr. Romaine, effective November 9, 2016, as amended November 12, 2019 (the DB SERP). Amendment No. 2 provides that a minimum senior incentive payment will be used to calculate “earnings” payable under the DB SERP. Under Amendment No. 2, earnings under the DB SERP, which previously included 50% of any senior incentive actually paid in an applicable year, will instead be calculated based on 50% of the greater of (1) the senior incentive actually paid in an applicable year and (2) 70% of the target senior incentive with respect to such year.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TOMPKINS FINANCIAL CORPORATION | |
| Date: December 17, 2025 | /s/ Stephen S. Romaine |
| Stephen S. Romaine | |
| President and CEO |