Nancy Catarisano
About Nancy E. Catarisano
Independent director of Tompkins Financial Corporation since 2023; age 63; two years of board service as of the 2025 proxy. Managing Partner at Insero & Co., a Rochester, NY public accounting firm (joined 1999), founder of its Outsource Accounting Services Group; Certified Public Accountant; member of AICPA and NYSSCPA. Also serves on the Executive, Finance, Audit, and Investment Committees of the Al Sigl Community of Agencies (prior Chair of its Board of Trustees). The Board has determined she is independent and an “Audit Committee Financial Expert.”
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Bank of Castile (pre-consolidation) | Director | Jul 2020 – Jan 1, 2022 | Board director prior to consolidation into Tompkins Community Bank |
| Tompkins Community Bank (Western New York) | Community Bank Board Director | Since Jan 1, 2022 | Community bank governance; also serves as a Director of TCB (subsidiary) |
| Insero & Co. CPAs | Managing Partner | Since 1999 | Founded Outsource Accounting Services Group; scaled firm (doubled size) |
External Roles
| Organization | Role | Scope / Committees |
|---|---|---|
| Al Sigl Community of Agencies | Committee member; prior Chair of Board of Trustees | Executive, Finance, Audit, Investment Committees |
Board Governance
- Committee assignments (2024-2025): Executive Committee member; Audit & Risk Committee Chair; not on Compensation or Nominating & Corporate Governance committees .
- Independence: Affirmatively determined independent; identified as an Independent Director in the proxy .
- Financial expert: Designated “Audit Committee Financial Expert” (Item 407(d) Reg S-K) .
- Attendance and engagement: Board held four regular meetings, one special meeting and three strategic planning meetings in 2024; independent directors met in executive session after each regular meeting (4 sessions). All directors attended >75% of aggregate Board and committee meetings during their service period. All 13 directors attended the 2024 annual meeting of shareholders .
- Audit & Risk oversight: Committee met 9 times in 2024; oversees financial reporting, internal controls, auditor independence, risk oversight (including cybersecurity); recommended inclusion of audited FY2024 financials in Form 10-K .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit & Risk | Chair | 9 | Independent; financial expert designation |
| Executive | Member | 0 | Committee did not meet in 2024 |
| Compensation | — | — | Not a member |
| Nominating & Corporate Governance | — | — | Not a member |
Fixed Compensation (Director Pay Structure and 2024 Actual)
| Pay Element (Directors) | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer (Non-Employee Director) | 37,600 | Paid quarterly; cash unless deferred |
| Committee Chair Retainer – Audit & Risk | 30,000 | Chair fee paid in lieu of member fee |
| Committee Member Retainer – Audit & Risk | 15,000 | If not Chair |
| Committee Chair Retainer – Compensation | 15,000 | — |
| Committee Member Retainer – Compensation | 10,500 | — |
| Committee Chair Retainer – Nominating & Corp Gov | 15,000 | — |
| Committee Member Retainer – Nominating & Corp Gov | 10,500 | — |
| Community Bank Board Fees (where applicable) | Amount ($) | Notes |
|---|---|---|
| Tompkins Community Bank Western New York – Board Retainer (Catarisano) | 26,300 | Included in aggregate director compensation |
| Tompkins Community Bank Western New York – Loan Committee Retainer (Catarisano) | 7,400 | Included in aggregate director compensation |
| Nancy E. Catarisano – 2024 Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Aggregate 2024 | — | 96,300 | — | 96,300 |
| (All stock awards deferred under Retainer Plan) |
- Payment form: Non-employee directors may elect cash or defer fees into stock under the Retainer Plan; for 2024, none elected deferred cash. Deferred stock is held in a Rabbi Trust; directors have no voting/investment power until distribution; dividends are reinvested .
Performance Compensation
| Pay Element | Performance Metric(s) | Terms / Notes |
|---|---|---|
| Director equity (Retainer Plan deferred stock) | None (not performance-based) | Represents deferred retainers; grant-date fair value reported; dividends reinvested; held in Rabbi Trust until distribution |
Other Directorships & Interlocks
- Public company boards (current/past 5 years): None disclosed in the biography section (which lists public-company directorships if any) .
- Private/non-profit boards: Al Sigl Community of Agencies (committee roles noted above) .
- Interlocks: Compensation Committee disclosed no interlocks or relationships requiring related-person disclosure; Catarisano is not on the Compensation Committee .
Expertise & Qualifications
- CPA; >20 years of public accounting; managing partner experience with strategic planning, financing, and M&A; extensive community leadership in Western NY; designated Audit Committee Financial Expert .
Equity Ownership
| Holder | Phantom Stock in Deferred Trust (shares) | Shares of Common Stock Beneficially Owned | Percent of Class |
|---|---|---|---|
| Nancy E. Catarisano | 4,598 | — | Less than 1% |
| (Deferred Retainer Plan; held in Rabbi Trust) | |||
| Notes | Phantom stock equals economic equivalent of shares; director has no voting/investment power prior to distribution; shares held in deferred trust are voted by Tompkins Community Bank as trustee |
- Hedging/pledging policy: Directors and executive officers are prohibited from hedging and from pledging a “significant” number of shares (defined as > the lesser of 1,000 shares or 20% of their beneficial holdings) .
Insider Trades (Section 16 Filings)
| Date (Earliest Transaction) | Form | Transaction Type | Notes / Source |
|---|---|---|---|
| 2025-07-02 | Form 4 | Deferred phantom stock credited under Retainer Plan | Filed by Nancy E. Catarisano (Director) |
| 2025-10-03 | Form 4 | Deferred phantom stock credited under Retainer Plan | Reported in SEC filings list (TMP) |
Shareholder Support (Election Results)
| Annual Meeting (Date) | Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|---|
| May 13, 2025 | Nancy E. Catarisano | 9,445,018 | 31,790 | 1,947,762 |
Related-Party and Conflict Review
- Related-party transaction policy: Board policy requires Nominating & Corporate Governance Committee review/approval of interested transactions >$120,000; pre-approvals only for specified categories (e.g., standard banking services/loans on market terms) .
- 2024 related-party activity: Certain directors/executives/family members had ordinary-course banking relationships; loans were on substantially the same terms as comparable non-related loans; none were nonaccrual/past due/restructured/potential problem at 12/31/2024 .
- Compensation Committee interlocks: None in 2024; no relationships requiring disclosure under related-person transactions .
Governance Assessment
- Positives
- Independent Audit & Risk Committee Chair with CPA background and “financial expert” designation; committee met nine times in 2024, indicating active oversight .
- Strong re-election support in 2025 (9.45M for vs 31.8k withheld) .
- Director compensation taken entirely in deferred stock in 2024 ($96,300 stock awards; $0 cash), aligning pay with shareholder outcomes; dividends reinvested; no meeting fees .
- Attendance and engagement indicators meet expectations (all directors >75% attendance; independent director executive sessions held each regular meeting; full board attendance at 2024 annual meeting) .
- No related-party red flags disclosed; related-party banking conducted on market terms with no credit issues at year-end .
- Watch items
- All current holdings are in deferred phantom stock (4,598) with no directly owned common shares; deferred shares in Rabbi Trust are voted by the bank as trustee until distribution, which can modestly dilute direct voting alignment until settlement .
- As managing partner of an accounting firm while chairing Audit & Risk, independence and expertise are affirmed by the Board and meet SEC/NYSE American standards, but investors may monitor for any future service-provider relationships (none disclosed) .
No evidence of compensation committee interlocks or pledging/hedging by the director; hedging and significant pledging are prohibited by policy .