John McKenna
About John McKenna
John M. McKenna, age 58, is Executive Vice President of Tompkins Financial Corporation and President of Tompkins Community Bank. He joined Tompkins in April 2009, led the Western New York market as President beginning January 1, 2015, and became President of Tompkins Community Bank on January 1, 2022; he announced plans to retire in summer 2026 after more than 17 years of service . 2024 incentive design tied corporate performance to non-GAAP Core EPS, Core revenue per share, and Core pre-tax pre-provision net revenue per share (PPNR), all achieved at 100%; company pay-versus-performance metrics show 2024 net income of $70.9M and ROAE of 10.33% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Tompkins Financial (Bank of Castile) | Senior Vice President (commercial lending) | 2009–2014 | Concentrating in commercial lending |
| Tompkins Community Bank (WNY) | President (Western NY market) | 2015–2021 | Appointed effective Jan 1, 2015 |
| Tompkins Community Bank | President | 2022–present | Appointed effective Jan 1, 2022 |
External Roles
| Organization | Role | Years |
|---|---|---|
| NYS Dept. of Financial Services | State Charter Advisory Board member | Since Feb 2024 |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $411,558 | $473,727 | $493,789 |
| Bonus | $179,800 | $119,500 | — |
| Stock Awards (grant-date fair value) | $118,961 | $169,897 | $179,834 |
| Option Awards | — | — | — |
| Non-Equity Incentive Plan Compensation | — | $113,797 | $192,400 |
| Change in Pension Value & NQDC Earnings | — | $83,365 | $1,992 |
| All Other Compensation | $80,712 | $83,365 | $78,064 |
| Total | $791,031 | $960,286 | $946,079 |
Base salary adjustments in 2024:
| As of | Base annual salary |
|---|---|
| January 2024 | $481,700 |
| May 2024 | $501,000 |
| Percent increase | 4.00% |
All Other Compensation detail (FY 2024):
| Component | Amount (USD) |
|---|---|
| Company cash profit sharing | $10,350 |
| ESOP contribution | $6,900 |
| Supplemental profit-sharing | $2,545 |
| 401(k) Company match | $6,900 |
| 401(k) 2% employer contribution | $6,900 |
| Company discretionary 401(k) contribution | $25,300 |
| Company contribution to DC SERP | $3,163 |
| Life insurance premiums (dollar value) | $4,838 |
| Personal use of Company vehicle | $3,881 |
| Partial reimbursement of club dues | $7,287 |
Performance Compensation
Short-Term Incentive Plan (STIP) for FY 2024:
- Target incentive: 40% of base salary; weighting 60% corporate / 40% individual .
- Corporate metrics and results (equal-weighted within corporate bucket): Core EPS target $4.70 vs actual $5.01; Core revenue per share target $20.71 vs actual $20.97; Core PPNR per share target $6.69 vs actual $7.15; corporate performance deemed 100% .
- Individual performance achievement: 90% .
- Actual STIP payout: $192,400 .
| Metric | Target 2024 | Actual 2024 | Weight within STIP | Achievement | Payout (USD) |
|---|---|---|---|---|---|
| Core EPS (diluted) | $4.70 | $5.01 | Corporate (60%, equal-weighted) | 100% corporate | — |
| Core revenue per share | $20.71 | $20.97 | Corporate (60%, equal-weighted) | 100% corporate | — |
| Core PPNR per share | $6.69 | $7.15 | Corporate (60%, equal-weighted) | 100% corporate | — |
| Individual performance | — | — | 40% | 90% | — |
| Total payout | — | — | — | — | $192,400 |
Long-Term Equity Awards (granted Nov 12, 2024):
- Performance-based RSUs: Target 1,205; Max 1,928; performance period 1/1/2025–12/31/2027; vesting at target if Company’s average ROAE ≥ FRB BHCPR Peer Group 50th percentile; max requires ROAE ≥ peer average plus 10% average increase in Core EPS over period .
- Time-based restricted stock: 1,205 shares; 5-year vest: 0% year 1; 25% in years 2–5 .
| Award type | Grant date | Quantity | Vesting | Performance conditions |
|---|---|---|---|---|
| Performance RSUs (target) | Nov 12, 2024 | 1,205 | End of 2025–2027 period | ROAE vs FRB peer ≥ 50th percentile; max adds 10% avg Core EPS growth |
| Performance RSUs (max) | Nov 12, 2024 | 1,928 | End of 2025–2027 period | Same as above |
| Time-based restricted stock | Nov 12, 2024 | 1,205 | 0% yr1; 25% yrs2–5 | Retention; no performance condition |
2024 option exercises & stock vesting:
| Activity (FY 2024) | Quantity | Value realized (USD) |
|---|---|---|
| Options/SSARs exercised (underlying) | 3,475 | $19,877 |
| Shares actually acquired on exercise | 362 | — |
| Stock awards vested | 1,273 | $94,107 |
Equity Ownership & Alignment
Security ownership (as of March 17, 2025):
| Holder | Shares beneficially owned | Ownership % | Components and notes |
|---|---|---|---|
| John M. McKenna | 20,423 | <1% | Includes 2,386 ESOP/401(k) plan shares, 4,536 restricted stock, and 3,307 shares acquirable via options within 60 days |
Outstanding equity awards (as of Dec 31, 2024):
| Award | Grant date | Quantity | Exercise price | Expiration | Status |
|---|---|---|---|---|---|
| Options | Nov 4, 2015 | 2,235 | $56.29 | Nov 4, 2025 | Exercisable |
| Options | Nov 9, 2016 | 802 | $76.90 | Nov 9, 2026 | Exercisable |
| Unvested restricted stock | 2020–2024 grants | 4,536 | — | — | Time-based vest (5-year schedule) |
| Unearned performance shares/units | 2022–2024 cycles | 3,600 | — | — | Performance vesting |
Alignment/controls:
- Hedging prohibited; pledging limited to the lesser of 1,000 shares or 20% of beneficially owned shares for executive officers; no specific pledging by McKenna is disclosed in the proxy .
- Clawback policy adopted to recover incentive-based compensation in connection with accounting restatements due to material non-compliance; award agreements permit alteration/reduction upon certain misconduct .
Employment Terms
- No employment contracts or broad severance plan for NEOs; termination benefits primarily via pension/SERP and equity plan provisions; change-in-control accelerations and severance are double-trigger (termination within two years after change-in-control for reasons other than cause or with Good Reason) .
- Change-in-control economics (as of 12/31/2024): McKenna SERP accumulated annual benefit increases to $64,781 (from $40,488); additional compensation continuation “Other Benefits” of $566,483 per year for three years (subject to age-based reductions) .
- Change-in-control vesting: McKenna deemed to have 16 years of service and becomes 100% vested in Amended SERP upon a change in control .
- Termination payments (as of 12/31/2024): Death benefit $1,002,000; Disability annual amount $360,000 .
- Retirement-related equity: If eligible and retiring before performance period end, remains eligible for performance-based RSUs subject to goal attainment and compliance with a three-year non-compete .
- Insurance/perquisites: Group-term life insurance at 2× base salary; post-retirement life insurance coverage; perquisites limited to company vehicle use and partial club dues reimbursement .
- DC SERP: Company contributes when qualified plan limits (Code §415) cap contributions; for McKenna, no company contribution in 2024; DC SERP aggregate balance $46,158 with $3,724 aggregate earnings in 2024 .
Compensation Structure Analysis
- Year-over-year mix: 2024 shows lower “Bonus” versus prior years (discretionary program replaced by performance-based STIP), stable equity grants, and higher non-equity incentive payout on achieved corporate/individual goals .
- Shift to RSUs: Long-term awards emphasize performance RSUs and time-based restricted stock; no new options granted in 2022–2024, consistent with lower-risk equity design versus options .
- Performance metrics: Corporate metrics balanced across Core EPS, Core revenue per share, and Core PPNR per share (equal-weighted), targeting operating performance (excluding unusual/non-recurring items) .
- Governance safeguards: Clawback policy and hedging/pledging limits reduce misalignment risk; related-party transactions controlled by board policy and committee oversight .
Investment Implications
- Retention/transition: Announced retirement in summer 2026 creates medium-term succession risk at the bank segment; retention partly supported by ongoing vesting of time-based awards and performance RSUs through 2027, contingent on performance/non-compete compliance .
- Selling pressure signals: Exercisable options (2,235 @ $56.29 expiring 11/04/2025; 802 @ $76.90 expiring 11/09/2026) and scheduled time-based vesting (25% annually in years 2–5) could create incremental supply near expirations/vesting dates .
- Pay-for-performance alignment: STIP design and corporate metrics achieved at 100% in 2024, with performance RSU hurdles tied to ROAE versus FRB peers and Core EPS growth—supports linkage to operating performance over optics of GAAP volatility .
- Change-in-control economics: Double-trigger severance and SERP vesting provide meaningful protection ($566,483 per year for three years plus SERP increases), but are bank-standard; no tax gross-ups disclosed; clawback and pledging controls mitigate governance red flags .