Ita Rahilly
About Ita M. Rahilly
Independent director since 2020; age 63; five years of board service as of the 2025 proxy. Partner at RBT CPAs, LLP since January 2005 (partner in charge of trust, estate and gift division); owner of Ita M. Rahilly CPA PC; prior service on Tompkins Mahopac Bank’s board (2018–2021) and currently Tompkins Community Bank Hudson Valley community bank board director. Designated Audit Committee Financial Expert; independence affirmatively determined by the Board in accordance with NYSE American standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RBT CPAs, LLP (Newburgh, NY) | Partner; Partner in charge of trust, estate & gift division | Since Jan 2005 | Focus on estates, trusts, succession planning; corporate, partnerships, international taxation, non-profit reporting |
| Ita M. Rahilly CPA PC | Owner | Ongoing | Public accounting, Hudson Valley business expertise |
| Tompkins Mahopac Bank | Director | 2018–2021 | Served until consolidation with Tompkins Community Bank (TCB) on Jan 1, 2022 |
| Tompkins Community Bank (Hudson Valley) | Community Bank Board Director | Since Jan 2022 | Local market oversight; loan and trust committee participation (see compensation components) |
| NYSSCPA | Past President | Historical | Profession leadership; governance credibility |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State University of New York at New Paltz Foundation | Director | Ongoing | Audit Committee member |
| AICPA Governing Council | Member | As of 2024 | National profession governance |
| National Association of Estate Planners & Councils | Member | Ongoing | Accredited Estate Planner; estate planning expertise |
| Hudson Valley Estate Planning Council | Member | Ongoing | Regional network and expertise |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director per Board’s affirmative determination |
| Audit Committee Financial Expert | Yes (Item 407(d) Reg S-K) |
| Committee Memberships | Audit & Risk; Nominating & Corporate Governance |
| Committee Chair Roles | None (Audit & Risk chaired by Nancy E. Catarisano) |
| Board Meetings (2024) | 4 regular, 1 special, 3 strategic; independent directors held 4 executive sessions (after each regular meeting) |
| Committee Meetings (2024) | Audit & Risk: 9; Nominating & Corporate Governance: 4 |
| Attendance | All directors attended >75% of Board and committee meetings during their service period |
| 2025 Election Support | Votes For: 9,436,820; Withheld: 39,988; Broker non-votes: 1,947,762 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 96,800 | — | 96,800 | Includes Board, committee, and community bank service fees |
| 2023 | 93,300 | — | 93,300 | Includes Board, committee, and community bank service fees |
Community Bank service fee components (included in totals):
| Year | Community Bank Board Retainer ($) | Loan Committee Retainer ($) | Trust Committee Retainer ($) |
|---|---|---|---|
| 2024 (Hudson Valley) | 26,300 | 7,400 | 3,500 |
| 2023 (Hudson Valley) | 26,300 | 7,400 | 7,000 |
Timing and manner of payment: quarterly installments; directors may elect deferred stock via Retainer Plan (fees transferred to Rabbi Trust; shares acquired under DRIP). In 2024, none elected deferred cash; aggregate of 6,760 shares acquired in Rabbi Trust for directors under the Retainer Plan (not individualized to Rahilly).
Performance Compensation
| Component | Metrics | Terms | Notes |
|---|---|---|---|
| None disclosed for non-employee directors | N/A | N/A | Director pay structured as cash retainers; some directors defer to stock under Retainer Plan; no performance metrics (e.g., TSR/EBITDA) disclosed for directors |
No option awards, PSUs, or performance-linked director equity are disclosed for Ms. Rahilly in 2023–2024 director compensation tables.
Other Directorships & Interlocks
| Category | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | No other public company directorships disclosed in proxy biography |
| Non-profit board | SUNY New Paltz Foundation | Director; Audit Committee member | Governance and audit oversight role |
| Professional leadership | NYSSCPA | Past President | Profession leadership; external network |
| Professional council | AICPA Governing Council | Member | National standards and policy exposure |
| Compensation Committee interlocks | Company-level disclosure | None in 2024 | No interlocks or related-person relationships requiring disclosure among Compensation Committee members |
Expertise & Qualifications
- 40 years of extensive public accounting experience with complex organizations; deep regional business knowledge in Hudson Valley markets.
- Designated Audit Committee Financial Expert and independent director, supporting robust financial oversight.
- Specialized domain expertise: estates, trusts, succession planning; corporate/partnerships; international taxation; non-profit reporting.
- External governance roles enhance boardroom perspective (SUNY New Paltz Foundation Audit Committee; AICPA Governing Council).
Equity Ownership
| As-of Date | Shares Beneficially Owned | Phantom Stock Held in Deferred Trust | Percent of Class |
|---|---|---|---|
| March 17, 2025 | 8,794 | — | <1% |
| March 15, 2024 | 8,454 | — | <1% |
- Ownership guidelines: Directors expected to own at least 2,000 shares within three years of initial election; shares held in the Rabbi Trust count toward this threshold. Ms. Rahilly exceeds the guideline.
- Anti-pledging/hedging policy: Directors prohibited from significant pledging (> the lesser of 1,000 shares or 20% of holdings) and hedging Company stock.
Governance Assessment
- Independence and financial oversight: Independent director and Audit Committee Financial Expert; serves on Audit & Risk and Nominating & Corporate Governance committees—positive for board effectiveness.
- Attendance and engagement: Board and committee attendance >75% across all directors; independent directors held executive sessions after each regular meeting—signals active oversight.
- Compensation structure: Cash-only retainers for Ms. Rahilly in 2023–2024; no performance-based director pay or options disclosed; community bank committee service compensated per fixed schedule—transparent, modest structure; no deferred cash elections in 2024.
- Shareholder signals: Strong 2025 election support (9,436,820 votes for; 39,988 withheld) and high say-on-pay approval (9,237,827 for; 181,350 against; 57,631 abstain)—supportive investor sentiment.
- Conflicts and related-party exposure: Company policy governs related-party transactions; 2023 related-person banking transactions (loans/deposits) were at market terms and not problematic; Compensation Committee interlocks: none disclosed—low conflict risk.
- RED FLAGS: None identified in disclosures for Ms. Rahilly—no hedging/pledging, no related-party transactions requiring disclosure, no committee interlocks, attendance thresholds met.
Overall: Ms. Rahilly’s accounting depth and audit expertise, combined with independent status, steady attendance, and conservative compensation profile, supports investor confidence in TMP’s board oversight.