Patricia Johnson
About Patricia A. Johnson
Patricia A. Johnson, age 69, is an independent director of Tompkins Financial Corporation (TMP) with 19 years of board service. She is a former Vice President for Finance and Administration at Lehigh University and previously held senior finance roles at Cornell University, bringing accounting expertise and the ability to evaluate complex financial operations; she also chairs the Pennsylvania Community Bank Board and its Loan Committee at Tompkins Community Bank (TCB) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lehigh University | Vice President for Finance and Administration | Retired June 2022 | Oversight of finance and administration functions |
| Cornell University | Assistant Treasurer; Associate Vice President & Treasurer | Not disclosed | Senior treasury and finance responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tompkins Community Bank (Pennsylvania) | Director; Chair of Community Bank Board; Chair of Pennsylvania Board Loan Committee | Since Jan 1, 2022 (post-consolidation) | Local market oversight; loan committee leadership |
| Regional economic/workforce training organizations; charitable/educational institutions | Board service | Not disclosed | Civic leadership and community engagement |
Board Governance
- Committee assignments: Executive Committee member; Compensation Committee Chair; Audit & Risk Committee member; not on Nominating & Corporate Governance Committee .
- Independence: Affirmatively determined independent (NYSE American criteria); designated as an Audit Committee Financial Expert under Item 407(d) of Regulation S‑K .
- Attendance and engagement: All directors attended >75% of Board and committee meetings during 2024; independent directors held executive sessions after each regular meeting (four sessions in 2024). All thirteen directors attended the 2024 Annual Meeting .
- Local governance: Expects directors to own at least 2,000 shares within three years of election; directors and officers prohibited from hedging and from pledging “significant” shares (more than the lesser of 1,000 shares or 20% of beneficially owned shares) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 40,900 | 63,900 | 104,800 |
| 2023 | 95,384 | — | 95,384 |
| 2024 Director Fee Schedule | Amount ($) |
|---|---|
| Annual Board Retainer | 37,600 |
| Audit & Risk Committee – Chair / Member | 30,000 / 15,000 |
| Compensation Committee – Chair / Member | 15,000 / 10,500 |
| Nominating & Corporate Governance – Chair / Member | 15,000 / 10,500 |
| 2024 Community Bank Board Compensation (Pennsylvania) | Amount ($) |
|---|---|
| Community Bank Board Retainer | 26,300 |
| Loan Committee Retainer | 7,400 |
| Loan Committee Chair Supplemental | 3,500 |
Notes:
- Directors may elect to receive and defer fees into stock under the Retainer Plan; 6,760 shares were acquired by the Rabbi Trust for directors in 2024; no director elected deferred cash .
Performance Compensation
Directors do not receive performance-based incentives; equity reflects deferred stock awards under the Retainer Plan and time-based vesting, with dividends reinvested under the Dividend Reinvestment Plan .
| Equity Compensation Elements | Detail |
|---|---|
| Stock awards (grant date fair value) | 2024: $63,900 (deferred stock under Retainer Plan) |
| Vesting / Distribution | Deferred into Rabbi Trust; distribution per Retainer Plan; no voting/investment power before distribution |
| Dividends | Reinvested via Dividend Reinvestment Plan |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Period |
|---|---|---|---|
| None disclosed | — | — | — |
- Compensation Committee interlocks: None; no relationships requiring related-party disclosure for Compensation Committee members during 2024 .
Expertise & Qualifications
- Audit Committee Financial Expert; accounting and finance expertise from senior university finance roles .
- Community engagement and board leadership in Pennsylvania market via TCB roles .
Equity Ownership
| As of | Phantom Stock Held in Deferred Trust (shares) | Shares Beneficially Owned | Percent of Class |
|---|---|---|---|
| Mar 17, 2025 | — | 5,265 | <1% |
| Mar 15, 2024 | 689 | 3,177 | <1% |
- Ownership guidelines: Required minimum of 2,000 shares within three years; Johnson exceeds guideline based on 2024 and 2025 holdings .
- Hedging/pledging: Directors prohibited from hedging and from pledging significant positions per Corporate Governance Guidelines .
Insider Trades
| Year | Form 4 Transactions Disclosed (Proxy) | Section 16(a) Compliance Notes |
|---|---|---|
| 2024 | None noted for Patricia A. Johnson | All Section 16 filings timely; one late report by HR SVP (not Johnson) |
Related Party Transactions & Conflict Controls
- Related party policy: Nominating & Corporate Governance Committee reviews/approves “Interested Transactions” >$120,000; must be on terms no less favorable than market; pre-approvals exist for certain ordinary-course banking services and compensation processes .
- Related-party loans: Loans and commitments to directors/executives and affiliates were on market terms and did not involve abnormal risk; none reported as nonaccrual/past due/restructured/potential problems as of 12/31/2024 .
Governance Assessment
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Strengths: Independent status; dual committee leadership and service (Compensation Chair; Audit & Risk member; Executive member); Audit Committee Financial Expert designation; strong attendance and engagement; compliance with ownership guidelines; community bank leadership, enhancing local oversight .
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Compensation alignment: 2024 mix shifted toward equity (stock awards $63.9k vs. cash $40.9k), indicating increased ownership alignment via the Retainer Plan; prior year cash-heavy (2023) . Hedging/pledging prohibitions further align incentives .
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Conflicts/Red flags: No compensation committee interlocks; no related-party transactions flagged; loans to related parties on market terms; no Section 16 issues for Johnson. No pledging/hedging permitted under policy. No red flags identified based on proxy disclosures .
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Shareholder sentiment context (executive pay): Say‑on‑pay approval was 96.69% in 2024, indicating broad investor support for compensation governance; short-term incentives moved from discretionary to goal-based for executives (context for Compensation Committee oversight under Johnson’s chairship) .