Helen Eaton

About Helen Eaton

Helen Eaton, age 55, is a first-time director nominee at Tompkins Financial Corporation (TMP), designated as an Independent Director under NYSE American rules . She previously served as a director of Tompkins VIST Bank from November 2020 until its consolidation with Tompkins Community Bank (TCB) on January 1, 2022 and has served on the Community Bank Board for Tompkins Community Bank Pennsylvania since the consolidation; she is Chief Executive Officer of Settlement Music School (Philadelphia) since August 2010, with prior leadership roles at Chicago Children’s Choir and Merit School of Music in Chicago .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Eaton is “independent” in accordance with Section 803A of the NYSE American Company Guide .
• Board service status: First-time director nominee for election to serve a one-year term; identified and recommended by the Nominating & Corporate Governance Committee through her community bank board service .
• Committee assignments: Not yet disclosed for Eaton at the corporate Board level; current committee rosters list incumbents only for 2024 (Executive, Compensation, Audit & Risk, Nominating & Corporate Governance) .
• Attendance context: In 2024, all directors attended >75% of Board and committee meetings during their service; independent directors held four executive sessions. Eaton was not a corporate director in 2024 .
• Ownership guidelines: Board members are expected to own at least 2,000 shares within three years of initial election; shares held in a Rabbi Trust under the Retainer Plan count toward guidelines .
• Pledging/hedging policy: Directors and executive officers are prohibited from hedging and from pledging a “significant” number of the Company’s equity securities (greater of >1,000 shares or >20% of equity securities beneficially owned) .
• Leadership structure: CEO and Chair roles are separate; Board oversees risk at both full Board and committee levels .

Fixed Compensation

Tompkins’ non-employee director fee schedule (corporate Board-level) for 2024:

Notes:

• Fees paid quarterly; committee chair fees are paid in lieu of committee member fees .
• Eaton did not serve on the corporate Board in 2024; her individual corporate Board compensation is not disclosed for 2024 .

Performance Compensation

• Director equity compensation is provided via stock awards deferred under the Second Amended and Restated Retainer Plan for Eligible Directors; grant-date fair value recorded under ASC 718, with dividends reinvested via the Dividend Reinvestment and Stock Purchase and Sale Plan .
• Timing and manner of payment: Retainers may be deferred in stock to a Rabbi Trust; directors have no rights in or to shares held in the Trust until distribution per the Retainer Plan .
• Performance metrics: No performance-based metrics (e.g., revenue growth, EBITDA, TSR) are disclosed for non-employee director compensation; awards are retainer-based and time/deferred features are described, not performance-conditioned .

Other Directorships & Interlocks

• Compensation Committee interlocks: Proxy states no interlocks or related-party relationships requiring disclosure for Compensation Committee members in 2024; Eaton is a nominee and not listed as a 2024 committee member .

Expertise & Qualifications

• Qualifications cited: Leadership development, strategic planning, financial management, innovation, and commitment to the Greater Philadelphia community .
• Board skills framework: Nominating & Corporate Governance Committee emphasizes diverse skills and experiences, including recruiting beyond traditional corporate/banking backgrounds and maintaining geographic representation; Eaton fits the stated priorities .

Equity Ownership

• Phantom stock is the economic equivalent of common stock, held in a Rabbi Trust as deferred stock compensation; directors have no voting/investment power until distribution, and shares in the Trust are voted by Tompkins Community Bank as trustee .
• Ownership guideline: Minimum 2,000 shares within 3 years of initial election; Rabbi Trust shares count toward guideline .

Governance Assessment

• Independence and selection: Eaton is an Independent Director nominee identified via community bank board contributions—consistent with the Company’s approach to recruiting directors with varied backgrounds beyond traditional corporate banking, enhancing board diversity of experience .

• Alignment: Eaton holds 1,577 phantom shares via the Retainer Plan and currently reports no beneficially owned common shares; under board guidelines, she has a three-year window post-election to reach 2,000 shares (including Rabbi Trust holdings) .

• Attendance and engagement: Corporate board-level 2024 attendance was strong (>75% for all directors), with regular independent executive sessions; Eaton’s engagement is evidenced at Tompkins Community Bank Pennsylvania, though corporate Board attendance for her is not yet applicable .

• Conflicts/related parties: Proxy discloses certain related-party transactions for other directors, with policy controls and Regulation O compliance; no related-party transactions are disclosed involving Eaton—no red flags identified for her .

• Risk oversight context: Separate Chair/CEO structure; robust committee oversight of cybersecurity, financial, and compensation risks—committee assignments for Eaton will be important to monitor for risk and expertise fit .

• RED FLAGS to monitor:

  • Ownership guideline shortfall (current holdings below 2,000 shares as of March 17, 2025); acceptable during the three-year accumulation period but a watch item for alignment .
  • Committee placement and attendance once elected; not yet disclosed—investor confidence will benefit from Audit/Comp/Nominating participation consistent with her finance and leadership background .