Heidi Davidson

About Heidi M. Davidson

Heidi M. Davidson is an independent director nominee to Tompkins Financial Corporation’s (TMP) board for election at the May 13, 2025 annual meeting. She serves as CEO of Galvanize Worldwide (co‑founded May 2015), previously held senior roles at BlackBerry (SVP, Corporate Marketing and SVP, Corporate Communications, March 2011–May 2015), and spent 11 years at MasterCard in communications, compliance, public policy, fraud, security, risk, M&A, and CEO transition work; she is referred to as “Dr. Davidson” in the proxy . Davidson is age 49 and has been affirmatively determined “Independent” under NYSE American standards; she is a first‑time corporate board nominee with 0 years on the corporate board as of the proxy date .

Past Roles

External Roles

Board Governance

• Independence: Davidson is designated “Independent” under NYSE American standards .
• Committee assignments: Not disclosed for Davidson as of the proxy; existing 2024 committee roster does not include nominees. Standing committees are Executive, Compensation, Audit & Risk, and Nominating & Corporate Governance .
• Attendance and engagement: In 2024, the Board held 4 regular, 1 special, and 3 strategic meetings; independent directors met in executive session after each regular meeting. All directors (then‑serving) attended more than 75% of Board and applicable committee meetings, and all 13 directors attended the 2024 annual meeting .
• Board leadership and oversight: Independent Chair (Thomas R. Rochon); active risk oversight at Board and committee levels; ESG oversight via the Nominating & Corporate Governance Committee .
• Ownership policy: Directors are expected to own at least 2,000 TMP shares within 3 years of initial election; hedging is prohibited and significant pledging is restricted (more than the lesser of 1,000 shares or 20% of beneficially owned) .

Fixed Compensation

Standard non‑employee director fees (paid quarterly; chair retainers paid in lieu of member fees) :

Payment mechanics and equity deferral: Non‑employee directors may elect cash, stock or deferred stock under the Second Amended and Restated Retainer Plan; fees can be transferred to a Rabbi Trust that acquires shares under the Dividend Reinvestment and Stock Purchase and Sale Plan. In 2024, the Rabbi Trust acquired an aggregate 6,760 shares for directors under the Retainer Plan .

Note: Davidson did not serve on the corporate Board in 2024; her specific director fees are not disclosed in the 2024 director compensation table .

Performance Compensation

• No performance‑linked compensation is disclosed for non‑employee directors; director compensation is structured as cash retainers and elective equity/deferred stock (Retainer Plan) .

Other Directorships & Interlocks

• Public company boards: The proxy biographies include current/past publicly‑held company directorships where applicable. Davidson’s biography does not list any public company directorships in the past five years; none disclosed .
• Compensation committee interlocks: The company reports no compensation committee interlocks or insider participation in 2024 .

Expertise & Qualifications

• Areas of expertise: Marketing, corporate communications, crisis management, innovation; substantive financial services industry background; strong commitment to the Hudson Valley business community .
• Board qualification emphasis: The Nominating & Corporate Governance Committee cited her unique skills and local market engagement in recommending her as a first‑time corporate director nominee .

Equity Ownership

• Ownership guidelines: 2,000 shares required within 3 years of initial election; Davidson, as a nominee with no disclosed beneficial ownership, would have 3 years post‑election to reach guideline compliance .
• Hedging/pledging: Hedging is prohibited; significant pledging restricted per Corporate Governance Guidelines .
• Pledging/hedging disclosure: No pledging/hedging by Davidson is disclosed; policy prohibits such activity beyond stated thresholds .

Insider Trades

These filings are consistent with initial/ongoing director equity award reporting and Rabbi Trust deferrals under the Retainer Plan; detailed share counts and award types are within the linked filings.

Related Party Transactions and Conflicts

• Policy and oversight: The Board maintains a written policy for “Interested Transactions” (> $120,000, related party interest), reviewed/approved by the Nominating & Corporate Governance Committee with standing pre‑approvals for specified banking services and properly disclosed compensation .
• 2024 transactions: Directors/executives/families had ordinary‑course banking transactions; loans/commitments were on substantially the same terms as comparable non‑related transactions, with no nonaccrual/past due/restructured/potential problem loans at year‑end 2024 .
• Potential conflict watchouts: Davidson is CEO of a marketing/communications agency (Galvanize Worldwide); no transactions between TMP and Galvanize are disclosed. Monitor for future vendor relationships that would constitute “Interested Transactions” under policy .

Say‑on‑Pay & Shareholder Signals

• 2024 say‑on‑pay approval: 96.69% approval; program revised to pre‑set short‑term incentive goals in 2024, indicating responsiveness to investor feedback and governance rigor .

Governance Assessment

• Strengths:

  • Independent status affirmed; committee‑based nomination through Nominating & Corporate Governance; robust board‑level risk and ESG oversight .
  • Strong communications/crisis/financial services skill set aligned with bank stakeholder engagement in Hudson Valley market .
  • Clear director ownership guidelines with anti‑hedging/pledging policy; formal related‑party policy and ordinary‑course banking disclosures with no adverse credit flags .
  • High say‑on‑pay support suggests investor confidence in compensation governance .

• Alignment considerations:

  • As a first‑time corporate director nominee, Davidson has no disclosed beneficial TMP share ownership; she holds 787 phantom shares via the Rabbi Trust and has 3 years post‑election to meet the 2,000‑share guideline .
  • Committee assignments will determine direct influence on audit/risk/comp/nom‑gov topics; not yet disclosed in the proxy .

• Red flags:

  • None disclosed: no related‑party transactions flagged; hedging/pledging restrictions in place; no compensation committee interlocks .

• Monitoring items:

  • Watch for post‑election committee assignments and subsequent attendance metrics in 2025–2026 proxies .
  • Track any vendor relationships with Galvanize Worldwide for potential “Interested Transactions” review under policy .
  • Observe progress toward director ownership guideline within required three‑year window .