Angela Lee
About Angela Lee
Angela B. Lee (age 56) is an independent director of Tompkins Financial Corporation (TMP) since 2023, serving on the Nominating & Corporate Governance Committee. She is Vice President, Human Resources at Baxter International and previously served as VP HR and Chief Talent & Diversity Officer at Hill-Rom prior to Baxter’s 2021 acquisition. She also serves as a Director of Tompkins Community Bank and as a Community Bank Board Director for Tompkins Community Bank Central New York. Core credentials include more than 25 years of HR leadership with expertise in inclusion, talent management, total rewards, and cultural integration .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tompkins Trust Company | Director | Dec 2021 – Jan 1, 2022 | Pre-consolidation board oversight |
| Tompkins Community Bank | Director; Community Bank Board Director (Central NY) | 2022 – present | Local market governance and loan committee participation via community board service |
External Roles
| Organization | Role | Tenure | Scope/Focus |
|---|---|---|---|
| Baxter International, Inc. | Vice President, Human Resources | Current | Strategic HR for Legal, IT, Corporate Communications, Corporate Services; inclusion & belonging initiatives |
| Hill-Rom Holdings, Inc. (acquired by Baxter) | VP HR; Chief Talent & Diversity Officer | Pre-2021 | Talent management, total rewards, DEI integration prior to 2021 acquisition |
| Civic/Charitable (Central NY) | Community engagement | Ongoing | Active involvement with local civic and charitable organizations |
Board Governance
- Independence: Affirmatively determined “Independent” under NYSE American standards .
- Committee assignments: Nominating & Corporate Governance Committee member (no chair roles); not on Audit & Risk or Compensation Committees .
- Attendance: All directors met >75% attendance across Board and committee meetings in 2024; all 13 directors attended the 2024 Annual Meeting .
- Executive sessions: Independent Directors met in executive session after each regular meeting (4 sessions in 2024) .
- Board leadership: Chair role separated from CEO; Chair is independent, with ongoing director education and risk oversight frameworks .
- ESG oversight: Nominating & Corporate Governance Committee maintains ESG oversight .
| Board Committees (2024) | Membership |
|---|---|
| Executive | — for Lee |
| Compensation | — for Lee |
| Audit & Risk | — for Lee |
| Nominating & Corporate Governance | Member (Lee) |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | — | 74,400 | — | 74,400 |
- Director fee structure: Annual Board retainer $37,600; Nominating & Corporate Governance committee member retainer $10,500; committee chair retainer higher (not applicable to Lee) .
- Community Bank Board service: Lee received $26,300 retainer for Tompkins Community Bank Central New York; directors can elect to defer fees into stock via the Retainer Plan; amounts are aggregated in the 2024 director compensation totals .
- Deferral mechanics: Deferred director fees held as phantom stock in a Rabbi Trust under the Retainer Plan; 6,760 shares acquired by the trust for directors in 2024 .
Performance Compensation
| Component | Terms |
|---|---|
| Performance-based pay for non-employee directors | None disclosed; director equity reflects deferred retainer stock awards, not performance-conditioned grants |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed for Lee |
| Committee interlocks | None; compensation committee disclosed no interlocks and no insider participation |
| Related-party transactions | Related-party loans allowed only on market terms; no nonaccrual/past due/restructured/problem loans involving directors/officers at 12/31/2024 . Policy requires Nominating & Corporate Governance review of any Interested Transaction >$120,000 . |
Expertise & Qualifications
- 25+ years HR executive experience; talent management, total rewards, DEI, cultural integration .
- Community engagement in Central New York; market connectivity aligned with Tompkins’ local banking model .
- Demographics: Female; Black/African American; Age 56; 2 years on Board as of proxy date .
Equity Ownership
| As of March 17, 2025 | Phantom Stock in Deferred Trust (shares) | Shares Beneficially Owned | Percent of Class |
|---|---|---|---|
| Angela B. Lee | 2,915 | 286 | Less than 1% |
- Ownership guidelines: Directors expected to own at least 2,000 shares within 3 years; shares in the Rabbi Trust count toward the guideline. Lee’s phantom stock plus beneficial ownership exceed guideline threshold .
- Hedging/pledging: Directors prohibited from hedging and from pledging more than the lesser of 1,000 shares or 20% of beneficial ownership; enhances alignment and reduces risk .
Governance Assessment
- Strengths: Independent status; consistent attendance; participation in governance-focused committee (Nominating & Corporate Governance); equity-heavy compensation via deferred stock indicating alignment; robust pledging/hedging prohibitions; clear related-party transaction governance and absence of problematic related loans; no interlocks .
- Alignment: Exceeds director ownership guideline when including deferred stock; compensation in 2024 reflected solely in stock awards, signaling alignment over cash preference .
- Potential watchpoints: Low direct beneficial ownership (286 shares) relative to phantom holdings, though guideline explicitly includes deferred shares; continue monitoring any changes in committee roles (e.g., Audit & Risk) for enhanced financial oversight exposure .
- Shareholder sentiment context: Company’s 2024 say-on-pay approval was 96.69%, suggesting broad investor support for compensation governance overall (executive pay program) .
Overall, Angela Lee’s profile presents strong independence, governance engagement, and alignment via equity deferral, with no disclosed conflicts or attendance concerns. The structure of TMP’s director compensation and ownership policies further supports investor confidence in board effectiveness .