Matthew Tomazin
About Matthew Tomazin
Matthew D. Tomazin is Executive Vice President, Chief Financial Officer and Treasurer of Tompkins Financial Corporation (TMP), appointed effective October 1, 2023; he was age 38 at the time of appointment. He previously served as Senior Vice President & Treasurer since February 2021 and joined Tompkins in April 2019 as Vice President & Senior Quantitative Analyst; prior roles include accounting and strategic finance positions at NBT Bancorp (NASDAQ: NBTB), most recently Vice President & Assistant Treasurer (2008–2019) . He holds a 2007 degree from Binghamton University and completed the Darden/SNL Executive Program in Bank Financial Leadership in 2014 . Corporate performance metrics for 2024 (used in incentive determinations) met or exceeded targets: Core EPS $5.01 vs $4.70 target, Core revenue per share $20.97 vs $20.71 target, and Core pre-tax pre-provision net revenue per share $7.15 vs $6.69 target, resulting in 100% corporate performance achievement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tompkins Financial Corporation | Executive VP, CFO & Treasurer | Oct 2023–Present | Senior executive managing financial activities and strategies; oversight of financial operations, strategic financial guidance |
| Tompkins Financial Corporation | Senior VP & Treasurer | Feb 2021–Sep 2023 | Led ALCO, financial modeling, profitability modeling, governance/controls, strategic planning/execution contributions |
| Tompkins Financial Corporation | VP & Senior Quantitative Analyst | Apr 2019–Feb 2021 | Advanced risk modeling and quantitative analytics for liquidity, market risk, credit, and ALM analysis |
| NBT Bancorp Inc. | VP & Assistant Treasurer (prior accounting/strategic finance roles) | 2008–Apr 2019 | Expertise in bank financial management, ALCO, financial modeling, governance/controls, strategic planning |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Town and County Planning | Board Member | Not disclosed | Community leadership |
| Tioga County Rural Economic Area Partnership Board | Board Member | Not disclosed | Economic development focus |
| Boy Scouts of America | Eagle Scout | Not disclosed | Personal achievement |
| Local Youth Soccer | Coach | Not disclosed | Community engagement |
Fixed Compensation
| Year | Base Annual Salary (Jan) | Base Annual Salary (May) | Salary Paid | Target Incentive % | Actual Incentive Paid |
|---|---|---|---|---|---|
| 2023 | $340,000 | — | $260,250 | 15% (Treasurer) | $55,000 |
| 2024 | $340,000 | $367,200 (8.0% increase) | $357,575 | 35% | $126,600 |
- 2024 individual performance achievement: 95%, with corporate/individual weighting 70%/30% for Tomazin .
- Compensation mix includes salary, short‑term cash incentives (Incentive Plan adopted in 2024), and long‑term equity awards .
Performance Compensation
Short-Term Incentive Plan (2024)
| Component | Metric | Weighting | Target | Actual | Payout Basis | Result |
|---|---|---|---|---|---|---|
| Corporate | Core EPS (diluted, non-GAAP) | 70% overall (equal 1/3 within corporate metrics) | $4.70 | $5.01 | Achieved 100% corporate performance | Contributes to 70% weighting |
| Corporate | Core Revenue per Share | 70% overall (equal 1/3 within corporate metrics) | $20.71 | $20.97 | Achieved 100% corporate performance | Contributes to 70% weighting |
| Corporate | Core Pre‑Tax Pre‑Provision Net Revenue per Share | 70% overall (equal 1/3 within corporate metrics) | $6.69 | $7.15 | Achieved 100% corporate performance | Contributes to 70% weighting |
| Individual | CFO Goals | 30% | Committee goals set at start of year | 95% achievement | Weighted individual factor | Contributes to 30% weighting |
| Payout | Calculation | — | Base $367,200 × 35% × [0.70×100% + 0.30×95%] | — | Formula per Incentive Plan | $126,600 actual incentive |
Long-Term Equity Awards
| Grant Date | Instrument | Shares (Target) | Shares (Max) | Performance Period | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| Nov 12, 2024 | Performance RSUs | 1,205 | 1,928 | 1/1/2025–12/31/2027 | Vests based on ROAE vs FRB Peer Group (≥50th percentile avg) and, for maximum, plus 10% average Core EPS growth; committee evaluates after BHCPR release; adjustments may exclude certain non‑recurring items | $89,917 |
| Nov 12, 2024 | Time‑Based Restricted Stock | 1,205 | — | — | 5‑year schedule: 0% year 1; 25% years 2–5 | $89,917 |
| Nov 9, 2023 | Performance RSUs | 1,160 | 1,856 | 1/1/2024–12/31/2026 | ROAE vs FRB Peer Group; committee evaluation after performance period | Not disclosed (2023 table shows total stock awards $118,366) |
| Nov 9, 2023 | Time‑Based Restricted Stock | 1,160 | — | — | 5‑year schedule: 0% year 1; 25% years 2–5 | Not disclosed (2023 stock awards total) |
Equity Ownership & Alignment
| As of | Beneficial Shares | Percent of Class | Breakdown (footnote) | Unvested Restricted Stock | Unearned RSUs | Options (Exercisable/Unexercisable) | ESOP/401(k) Shares | Hedging/Pledging Policy |
|---|---|---|---|---|---|---|---|---|
| Mar 17, 2025 | 5,768 | <1% | Includes 1,100 ESOP/401(k) and 3,018 restricted stock | 3,018 | 2,365 | 0 / 0 (none shown) | 1,100 | Hedging prohibited; pledging limited to lesser of 1,000 shares or 20% of beneficially owned shares |
| Mar 15, 2024 | 3,973 | <1% | Includes 793 ESOP/401(k) and 2,171 restricted stock | — | — | — | 793 | Hedging/pledging limits per Guidelines |
- Outstanding equity awards (12/31/2024): Restricted stock not vested 3,018 shares; unearned RSUs 2,365 units; no options listed for Tomazin .
- Time‑based restricted stock vests 25% annually in years 2–5, creating predictable annual vesting and potential liquidity windows .
Employment Terms
- Appointment and Compensation: Appointed EVP, CFO & Treasurer effective Oct 1, 2023; base salary $340,000 with annual cash bonus opportunity up to 35% of base; eligible for equity awards under the 2019 Equity Plan and standard benefits .
- Salary Progression: 2024 base maintained at $340,000 in January, increased to $367,200 in May (8.0%) based on performance and market benchmarking .
- Clawback: Amended & Restated Clawback Policy compliant with SEC/NYSE American rules; awards subject to alteration/reduction for detrimental conduct under the 2019 Equity Plan .
- Hedging/Pledging: Hedging prohibited; pledging capped at lesser of 1,000 shares or 20% of beneficially owned shares .
- Change‑of‑Control: If awards are not assumed/substituted, all equity awards immediately vest/become exercisable and performance awards deemed earned at target; if assumed, performance awards target deemed attained at change of control; double‑trigger (termination without cause or resignation for good reason within 24 months) leads to full vesting with restrictions lifted .
- Retirement and RSUs: If eligible and retiring before performance period ends, RSUs remain eligible subject to meeting performance goals and compliance with a 3‑year non‑competition agreement .
Additional Compensation & Benefits Detail (2024)
| Component | Amount/Description |
|---|---|
| Stock Awards (fair value, 2024) | $179,834 |
| Non‑Equity Incentive (2024) | $126,600 |
| All Other Compensation (2024) | $57,842, including: Company cash profit sharing $10,350; ESOP contribution $6,900; Company match $6,900; Company discretionary contribution $13,800; 2% employer contribution $6,900; life insurance premiums $799; personal use of Company‑owned vehicle $11,564 |
Compensation Structure Notes
- 2024 Incentive Plan replaced discretionary cash bonus program; short‑term incentives tied to Core EPS, Core revenue per share, and Core PPNR per share (equal weighting) plus individual goals; Tomazin’s weights: 70% corporate, 30% individual, target 35% of base .
- Long‑term awards granted annually; 2024 grants included both performance RSUs (three‑year performance period) and time‑based restricted stock (five‑year vesting), aligning compensation with multi‑year value creation .
- Committee increased Tomazin’s base salary 8% in May 2024, citing outperformance in the first six months as CFO and salary below peer median .
- Company context: Net income up in 2024 vs 2023, broad-based growth in loans/deposits and fee revenues, and a 1.8% expense reduction; these factors informed 2024 compensation actions .
Governance and Say‑on‑Pay
- The Board recommends “FOR” the 2025 advisory vote on executive compensation; say‑on‑pay is held annually, with the next vote scheduled for 2026 .
- Independence, risk oversight, and compensation program design emphasize pay‑for‑performance and mitigation of excessive risk taking .
Investment Implications
- Alignment: Significant at‑risk pay via performance RSUs and structured corporate metrics supports pay‑for‑performance discipline; time‑based restricted stock with 5‑year vesting enhances retention, with predictable annual vesting that could create incremental selling windows but within hedging/pledging constraints .
- Retention Risk: Multi‑year performance cycles (2024 RSUs: 2025–2027) and five‑year restricted stock vesting bolster retention; the committee’s willingness to adjust ROAE for non‑recurring strategic actions indicates balanced long‑term focus that could stabilize executive incentives during strategic repositioning .
- Ownership: Beneficial ownership is modest (<1%), but includes meaningful unvested equity (3,018 restricted shares; 2,365 RSUs unearned), with strict hedging/pledging limits reducing misalignment risk .
- Change‑of‑Control Economics: Equity acceleration and target-level performance credit in change‑of‑control scenarios (with double‑trigger protection) increase potential payout certainty, relevant for M&A scenarios and executive retention through transactions .
- Execution Track Record: 2024 individual performance assessed at 95% for Tomazin (with corporate performance at 100%), alongside company-wide earnings and expense improvements, suggests solid execution in the first full year as CFO .