Janet Coletti
About Janet M. Coletti
Independent director of Tompkins Financial Corporation since 2024; age 61 as of the 2025 proxy, with ~35 years of banking experience, including EVP & Chief Human Resources Officer at M&T Bank (2015–2020), and service on M&T’s executive management committee. She serves on Tompkins’ Compensation Committee (independent) and on subsidiary/community bank boards in Western New York; external public board: Moog, Inc. (NYSE: MOG.A) since November 2019. Community involvement includes Providence Farm Collective and Roycroft Campus Corporation. The Board classifies her as independent under NYSE American guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M&T Bank | EVP & Chief Human Resources Officer | 2015–2020 | Led HR functions (recruiting, leadership development, comp/benefits, DEI, engagement); member of executive management committee guiding bank-wide operations |
| M&T Bank | Consumer & Business Banking roles (various) | 1985–2015 | Progressively senior roles across retail/SMB banking; operating and people leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Moog, Inc. (NYSE: MOG.A) | Director | Nov 2019–present | Aerospace/defense and industrial controls company; public-company governance experience |
| Culain Capital Management | Director | Not disclosed | Specialty finance company (private) |
| Community organizations | Board/leadership | Ongoing | Providence Farm Collective; Roycroft Campus Corporation (Buffalo area) |
Board Governance
- Committee assignments: Compensation Committee member; not a chair. Standing Board committees are Executive; Compensation; Audit & Risk; Nominating & Corporate Governance. Committee independence: all members of Compensation, Audit & Risk, and Nominating are independent under NYSE American; Compensation Committee meets heightened independence standards.
- Independence: Affirmed independent by the Board (NYSE American criteria).
- Attendance: In 2024, the Board held 4 regular, 1 special, and 3 strategic planning meetings; all directors attended >75% of aggregate Board and committee meetings served; all 13 directors attended the 2024 annual meeting. Executive sessions of independent directors were held after each regular meeting (4 total).
- Board leadership: Independent Chair (Thomas R. Rochon); independent directors hold regular executive sessions.
- ESG and risk oversight: Nominating & Corporate Governance oversees ESG; Audit & Risk oversees financial/cyber risk; Compensation oversees compensation risk; clawback policy adopted per SEC/NYSE rules.
Fixed Compensation (Director)
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $58,767 | Includes Company Board/committee and subsidiary/community bank service (see schedule below) |
| Stock Awards (fair value) | $14,000 | Fees elected/deferred into stock under the Retainer Plan (Rabbi Trust) |
| Total | $72,767 |
Director fee schedule (general, paid quarterly; committee chair fee in lieu of member fee):
- Annual Board retainer: $37,600
- Audit & Risk: Chair $30,000; Member $15,000
- Nominating & Corporate Governance: Chair $15,000; Member $10,500
- Compensation: Chair $15,000; Member $10,500
Community Bank Board/committee service (amounts included in totals above):
| Body (2024) | Role | Annual Amount |
|---|---|---|
| Tompkins Community Bank – Western New York | Community Bank Board Retainer | $26,300 |
| Tompkins Community Bank – Western New York | Loan Committee Retainer | $7,400 |
| Tompkins Community Bank – Western New York | Credit Oversight Committee Retainer | $7,000 |
Timing/manner: Fees payable quarterly in cash or deferred into stock/cash (if timely elected) under the Retainer Plan/Deferred Comp; 6,760 aggregate shares acquired by the Rabbi Trust for directors in 2024 under the Retainer Plan.
Performance Compensation (Director)
- No performance-based metrics are used for non-employee director pay. Equity reflected above represents elected deferrals of fees into stock under the Retainer Plan, held in a Rabbi Trust until distribution; dividends reinvested.
Other Directorships & Interlocks
| Company | Type | Role/Committee | Interlock/Conflict Disclosure |
|---|---|---|---|
| Moog, Inc. (NYSE: MOG.A) | Public | Director | No Tompkins-related interlocks disclosed; Compensation Committee reported no interlocks in 2024. |
| Culain Capital Management | Private | Director | No Tompkins-related transactions disclosed. |
Compensation Committee Interlocks and Insider Participation: No member (including Coletti) was an officer/employee of Tompkins; no interlocks with other entities where a Tompkins executive served on their board/comp committee in 2024.
Expertise & Qualifications
- 35 years in banking; former EVP & CHRO at M&T Bank; executive committee member (enterprise leadership).
- Deep human capital expertise: compensation/benefits, leadership development, DEI, engagement; strategic HR support to corporate functions.
- Public company governance: director at Moog, Inc. since Nov 2019.
- Regional market insight and civic engagement in Western NY; service on Tompkins’ Community Bank Board WNY.
Equity Ownership
| Item | Value |
|---|---|
| Shares Beneficially Owned (Mar 17, 2025) | 2,000 shares; <1% of class |
| Phantom Stock (Deferred via Rabbi Trust) | 357 shares (no voting/investment power prior to distribution) |
| Ownership Guideline | Directors expected to own ≥2,000 shares within 3 years; deferred stock counts |
| Compliance Status | Meets guideline as of Mar 17, 2025 (2,000 shares held) |
| Hedging/Pledging Policy | Hedging prohibited; pledging “significant” shares prohibited (more than lesser of 1,000 shares or 20% of one’s holdings) |
Shares outstanding context: 14,434,103 shares outstanding and entitled to vote on Mar 17, 2025.
Governance Assessment
-
Positives
- Independence and engagement: Independent director; Compensation Committee member; Board reports >75% attendance for all directors and full attendance at 2024 annual meeting. Independent Chair and regular executive sessions support robust oversight.
- Alignment and ownership: Meets director ownership guideline (≥2,000 shares) within first year; hedging/pledging restrictions in place.
- Pay practices and risk controls: Director pay is primarily fixed retainers/fees with optional stock deferral; no performance incentives that could impair independence. Company maintains clawback policy for executives and compensation risk oversight.
- Shareholder support: Say-on-pay approval in 2024 was 96.69%, indicating broad investor alignment on compensation governance.
-
Potential Risks/Monitoring Points
- Compensation Committee influence: As a Compensation Committee member, decisions on executive pay and equity design are material to investors; however, committee independence and outside consultant independence (Aon) were affirmed; no interlocks disclosed.
- Related-party exposure: None disclosed involving Ms. Coletti; company policy requires review/approval of any Interested Transactions and lists specific 2024 related-party items for other directors only.
-
RED FLAGS
- None disclosed for Ms. Coletti regarding attendance shortfalls, related-party transactions, pledging/hedging, or pay anomalies.