Michael Spain
About Michael H. Spain
Michael H. Spain, age 67, has served on Tompkins Financial Corporation’s Board since 2000 (25 years of service as of the proxy date). He is Executive Vice President of Brown & Brown of New York, Inc., d/b/a the Spain Agency; previously President of the Spain Agency from 1989 until its sale to Brown & Brown in 2015. He chaired Tompkins Mahopac Bank’s board from June 2017 until its consolidation into Tompkins Community Bank (TCB) on January 1, 2022 and currently chairs the Community Bank Board for TCB Hudson Valley. The Board identifies his core credentials as extensive executive experience in financial services and deep engagement in the Hudson Valley business community .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tompkins Financial Corp. | Director | 2000–present | Long-tenured director; strong financial services experience |
| Tompkins Mahopac Bank | Director; Chair of the Board | Director: 1992–2021; Chair: Jun 2017–Dec 2021 (until consolidation) | Led local bank board prior to consolidation into TCB; continuity post-consolidation |
| Brown & Brown of New York, Inc. (Spain Agency) | Executive Vice President | 2015–present | Senior operating executive in insurance agency acquired by Brown & Brown |
| Spain Agency (pre-2015) | President | 1989–2015 | Led agency until acquisition; extensive insurance/financial services background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown & Brown of New York, Inc. d/b/a Spain Agency | Executive Vice President | 2015–present | Insurance operations leadership; industry relationships |
| Privately-held real estate companies | Leadership positions | Not disclosed | Private sector leadership; community involvement |
Board Governance
- Committee memberships: Spain is not listed on Executive, Compensation, Audit & Risk, or Nominating & Corporate Governance committees (no standing committee assignments) .
- Independence: The proxy’s director table shows Spain is not independent (“No”) under NYSE American standards .
- Attendance: In 2024 the Board held 4 regular, 1 special, and 3 strategic meetings; independent directors met in executive session after each regular meeting (4 sessions). All directors attended >75% of Board and applicable committee meetings; all 13 directors attended the 2024 Annual Meeting .
- Community Bank governance: Chairs the Community Bank Board for Tompkins Community Bank Hudson Valley; receives chair/member retainers across local bank committees (Loan, Trust, Credit Oversight) .
Fixed Compensation
| 2024 Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Michael H. Spain | 97,825 | — | — | 97,825 |
| Annual Director Fee Schedule (Parent Board) | Amount ($) |
|---|---|
| Non‑Employee Director Annual Retainer | 37,600 |
| Audit & Risk Committee Chair / Member | 30,000 / 15,000 |
| Nominating & Corporate Governance Chair / Member | 15,000 / 10,500 |
| Compensation Committee Chair / Member | 15,000 / 10,500 |
| Community Bank Board & Committee Fees (Hudson Valley) | Amount ($) |
|---|---|
| Community Bank Board Retainer | 26,300 |
| Community Bank Board Chair Supplemental | 4,400 |
| Loan Committee Retainer | 7,400 |
| Loan Committee Chair Supplemental | 3,500 |
| Trust Committee Retainer | 7,000 |
| Credit Oversight Committee Retainer | 10,500 |
All fees are paid quarterly; directors may elect stock or deferred stock (Rabbi Trust) under the Retainer Plan; none elected deferred cash for 2024 .
Performance Compensation
- The proxy does not disclose performance-based metrics (e.g., TSR, EBITDA) tied to director compensation; director pay consists of retainers/committee fees and, where elected, stock awards under the Retainer Plan. No director-specific performance metrics are presented for Spain .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No public company directorships disclosed for Spain in the 2025 proxy biography |
Expertise & Qualifications
- Executive experience: EVP at Brown & Brown of NY (Spain Agency) and former President of Spain Agency; deep knowledge of insurance/financial services .
- Banking leadership: Long service on Tompkins Mahopac Bank board; chaired its board; now chairs TCB Hudson Valley Community Bank Board .
- Community engagement: Holds leadership positions in private real estate development firms; active in charitable organizations .
Equity Ownership
| As of March 17, 2025 | Amount |
|---|---|
| Shares of Common Stock Beneficially Owned | 137,851; <1% of class |
| Phantom Stock Held in Deferred Trust (Rabbi Trust) | 6,080 |
- Pledging/Hedging policy: Directors and executive officers are prohibited from hedging and from pledging a “significant” number of shares (defined as more than the lesser of 1,000 shares or 20% of the person’s beneficial holdings) .
Insider Trades (Form 4)
Pattern indicates annual exempt conversions between phantom stock and common pursuant to the Retainer Plan; quantities/prices and post‑transaction positions per EDGAR filings.
Related-Party Transactions and Conflicts
- Spain’s brother, William D. Spain, Jr., is a 50% owner of Spain & Spain, PC. In 2024, Tompkins Community Bank paid $2,680 in legal fees to Spain & Spain, PC and $144,850 for mortgage closing services (reimbursed by borrowers). These transactions fall under the Company’s related-party policies and standard pre-approvals for certain banking services .
- Loans/commitments to directors/families/associates in 2024 were made on substantially the same terms as comparable non-related party loans and did not involve more than normal risk; none were reported as nonaccrual, past due, restructured or potential problems .
Governance Assessment
- Independence and committee influence: Spain is a non‑independent director with no standing committee roles at the parent board, limiting direct influence over Audit/Compensation/Nominating processes at the parent level .
- Engagement: Attendance thresholds were met (>75%) and all directors attended the annual meeting; executive sessions occurred after each regular meeting, indicating ongoing independent oversight .
- Alignment: Spain shows substantial personal ownership (137,851 shares) and modest phantom stock (6,080), supporting skin‑in‑the‑game alignment; pledging/hedging restrictions further mitigate misalignment risks .
- Compensation: 2024 director pay for Spain was all cash ($97,825) with additional community bank committee retainers (chair and member roles), indicating a cash‑heavy mix for that year without performance metrics in director compensation .
- Related‑party exposure: Payments to his brother’s law firm and mortgage closing reimbursements present a related‑party touchpoint; mitigated by reimbursement and policy oversight, but remains a monitoring item for potential conflict optics .
Red Flags
- Not independent under NYSE American standards; potential perception risks in sensitive votes or oversight contexts .
- Related‑party legal services to a family member’s firm (albeit reimbursed and policy‑managed) warrant continued scrutiny for conflicts .
- No parent‑level standing committee assignments, reducing direct governance leverage on critical oversight committees .