Daniel Fessenden
About Daniel J. Fessenden
Daniel J. Fessenden is an independent director of Tompkins Financial Corporation (TMP) who has served on the board since 2009 and was elected Vice Chair of the Board in May 2024. He is age 59 with 16 years on the board as of the 2025 proxy, and his background spans public service (New York State Assembly), nonprofit leadership (Executive Director of the Fred L. Emerson Foundation), and regional civic engagement in Central New York. Education was not disclosed in the proxy. The Board affirmatively determined he is independent under NYSE American standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tompkins Financial Corporation (TMP) | Director; Vice Chair of the Board | Director since 2009; Vice Chair effective May 2024 | Compensation Committee member; Nominating & Corporate Governance Committee Chair; Executive Committee member |
| Tompkins Trust Company (pre-consolidation) | Director | Jan 2009 – Dec 31, 2021 | Continued as director post-consolidation into Tompkins Community Bank (TCB) |
| Tompkins Community Bank (Central New York) | Community Bank Board Director; Board Chair; Loan Committee Chair | Director since Jan 2022; Board Chair since July 2022 | Chairs local Board and Loan Committee; receives related local board fees |
| Cornell Agriculture & Food Technology Park | Founding Executive Director | 2004 – 2006 | Established operations in Geneva, NY |
| New York State Assembly | Member | 1993 – 1999 | Legislative and public service experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fred L. Emerson Foundation (Auburn, NY) | Executive Director | Since Jan 2007 | Family foundation leadership; nonprofit governance and grant-making |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director (affirmed under NYSE American Section 803A) |
| Board Attendance | All directors attended more than 75% of aggregate Board and applicable committee meetings in 2024; independent directors held four executive sessions |
| Committees (TMP Board) | Executive (Member), Compensation (Member), Nominating & Corporate Governance (Chair) |
| Audit & Risk Committee | Not a member; Audit & Risk Committee independent composition and charter oversight described separately |
| Years of Service | 16 years on Board as of 2025 proxy |
| Vice Chair Role | Elected Vice Chair effective May 2024; transitioned to annual retainer in Q2 2024 |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 39,602 | Part of director and subsidiary board fees |
| Stock Awards (Grant Date Fair Value) | 70,486 | Deferred under Retainer Plan; valued per ASC 718 |
| Total | 110,088 | Paid for Vice Chair service and committee roles; moved to annual retainer in Q2 post-election |
| Community Bank Board & Committee Service (Central New York, Annual Fees) | Amount ($) | Notes |
|---|---|---|
| Community Bank Board Retainer | 8,033 | Included in aggregate compensation |
| Board Chair Supplemental | 2,200 | Supplemental fee for chairing local board |
| Loan Committee Retainer | 1,883 | Local committee service |
| Loan Committee Chair Supplemental | 1,750 | Supplemental fee for chairing local loan committee |
| Relevant TMP Non-Employee Director Fee Schedule (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 37,600 | Paid quarterly |
| Compensation Committee – Chair Retainer | 15,000 | Not applicable (member, not chair) |
| Compensation Committee – Member Retainer | 10,500 | Applicable |
| Nominating & Corporate Governance – Chair Retainer | 15,000 | Applicable (chair) |
| Audit & Risk – Chair Retainer | 30,000 | Not applicable |
| Audit & Risk – Member Retainer | 15,000 | Not applicable |
| Chair/Vice Chair (Board) | Specified annual retainer in lieu of other Board/Committee/Community Bank fees | Applied to Vice Chair role beginning May 2024 |
Performance Compensation
| Item | Disclosure | Notes |
|---|---|---|
| Stock Award Type | Deferred stock under Retainer Plan (Rabbi Trust) | Directors may elect stock/deferred stock; dividends reinvested; distribution per plan |
| 2024 Stock Award Fair Value | $70,486 | Grant date fair value under ASC 718 |
| Options/PSUs | None disclosed for directors | Director compensation comprised of retainers and stock awards; no option grants or PSU metrics disclosed |
| Performance Metrics Tied to Director Pay | None disclosed | No TSR/EBITDA/revenue targets for director compensation; equity is retainer-based |
| Vesting/Distribution Mechanics | Deferred shares held in Rabbi Trust; distribution per Retainer Plan | Directors have no voting/investment power prior to distribution; shares voted by TCB as trustee |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current Public Company Boards | Not disclosed in 2025 proxy (no other public boards listed for Fessenden) |
| Private/Nonprofit Boards | Executive Director, Fred L. Emerson Foundation (nonprofit) |
| Subsidiary/Local Boards | Chair, Tompkins Community Bank Central New York Board; Chair, Central NY Loan Committee |
| Potential Interlocks/Conflicts | None identified beyond ordinary-course banking relationships subject to related-party policy and Regulation O |
Expertise & Qualifications
- Government/public policy experience (NY State Assembly, 1993–1999), nonprofit executive leadership, and regional civic involvement support board effectiveness and stakeholder engagement .
- Chairing local community bank boards and committees signals operational familiarity with regional banking markets and governance process alignment .
Equity Ownership
| Ownership Metric (as of Mar 17, 2025) | Amount | Notes |
|---|---|---|
| Phantom Stock (Deferred in Rabbi Trust) | 9,660 shares | Deferred director compensation; economic equivalent of common; no voting/investment power prior to distribution |
| Beneficially Owned Common Shares | 1,373 shares | Less than 1% of class; excludes phantom shares |
| Percent of Class | <1% | Calculated per 14,343,103 shares outstanding and rights to acquire within 60 days (none indicated for Fessenden) |
| Stock Ownership Guideline | 2,000 shares expected within 3 years; Rabbi Trust shares count toward guideline | Guideline applies to all Board members |
| Compliance Assessment | Meets guideline (1,373 beneficial + 9,660 phantom ≥ 2,000) | Based on inclusion of deferred shares per guideline |
| Hedging/Pledging | Prohibited (no hedging; pledging “significant” shares barred) | “Significant” defined as > lesser of 1,000 shares or 20% of beneficially owned shares |
Governance Assessment
- Independence and tenure: Independent director with 16 years of service and elected Vice Chair in 2024; committee leadership on Nominating & Corporate Governance and membership on Compensation and Executive suggest strong influence on governance and human capital strategy .
- Attendance and engagement: Board met 4 regular, 1 special, and 3 strategic sessions; all directors exceeded 75% attendance; independent directors met in executive session after each regular meeting (four times), indicating active oversight .
- Pay structure and alignment: 2024 total director compensation of $110,088 comprised of $39,602 cash and $70,486 stock awards deferred into the Retainer Plan; additional local bank board chair/committee fees are modest; no options or performance-conditioned equity for directors, aligning incentives via deferred stock but without short-term performance gaming .
- Ownership alignment: Holds 9,660 deferred shares plus 1,373 beneficial shares; meets the 2,000-share guideline when including Rabbi Trust holdings; corporate policy prohibits hedging and pledging significant shares, reducing alignment risk .
- Related-party risk: Company’s written policy and Regulation O controls apply; 2024 related-party loans were ordinary-course, market terms, and not problematic; no specific adverse related-party transactions disclosed for Fessenden .
- Compliance signals: Section 16(a) filings were timely in 2024 across officers/directors, with one late filing by HR (not Fessenden); no legal proceedings or investigations noted in sections reviewed .
RED FLAGS: None identified in proxy sections reviewed. Hedging/pledging prohibited; no repricing/modification of director equity; related-party transactions monitored and ordinary-course .
Potential Watch Items: As Vice Chair receiving a specified annual retainer in lieu of certain fees, monitor for any future shifts in board fee structure or concentration of roles; ensure continued robust committee independence and transparent benchmarking within Compensation Committee workstreams .