Stephen Romaine
About Stephen Romaine
Stephen S. Romaine is President & CEO of Tompkins Financial Corporation and a director since May 2007; he has served as CEO since January 2007 and is age 60 per the company’s director slate . Under his leadership, 2024 performance improved sharply: net income rose to $70.9 million and ROAE was 10.33%, versus $9.5 million and 1.50% in 2023, and company TSR (from a $100 base in 2019) stood at $88.20 in 2024 versus $74.90 in 2023 . Corporate short‑term incentive metrics for 2024 met or exceeded targets: Core EPS $5.01 vs $4.70, Core revenue per share $20.97 vs $20.71, and Core PPNR per share $7.15 vs $6.69, leading to 100% corporate achievement and a 100% individual performance rating for Romaine . Romaine also serves externally on the Board of the Federal Home Loan Bank of New York and previously chaired the New York Bankers Association (2016–2017) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tompkins Financial Corporation | President & CEO | Jan 2007–present | Led corporate strategy, succession planning, and expense containment; oversaw growth in loans, deposits, and fee revenues in 2024 . |
| Tompkins Mahopac Bank | President & CEO | Jan 2003–Dec 2006 | Led subsidiary bank pre-consolidation into Tompkins Community Bank . |
| Mahopac National Bank | EVP & CFO | Prior to 2003 | Senior finance leadership prior to CEO role . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Federal Home Loan Bank of New York | Director | Current | Oversight role at FHLBNY . |
| New York Bankers Association | Chair | Mar 2016–Mar 2017 | Industry leadership . |
| Tompkins Community Bank boards | Director/advisory roles | Ongoing | Advisory on local market boards . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $786,846 | $823,538 | $854,738 |
| Cash Bonus ($) | $400,000 | $250,800 | — |
| Non‑Equity Incentive Plan Compensation ($) | — | — | $432,500 |
| All Other Compensation ($) | $71,109 | $56,801 | $68,058 |
| Total ($) | $1,762,316 | $2,757,046 | $1,874,651 |
Notes:
- 2024 target incentive was 50% of base; corporate weighting 80% and individual 20%; actual payout $432,500 based on 100% corporate and 100% individual achievement, with base annual salary used in the calculation of $865,000 .
Performance Compensation
2024 Short‑Term Incentive (STI)
| Component | Weighting | Target | Actual | Payout Basis |
|---|---|---|---|---|
| Corporate – Core EPS (diluted) | 80% of STI pool (corporate metrics equally weighted) | $4.70 | $5.01 | Corporate achievement set at 100% . |
| Corporate – Core Revenue per Share | $20.71 | $20.97 | Corporate achievement set at 100% . | |
| Corporate – Core PPNR per Share | $6.69 | $7.15 | Corporate achievement set at 100% . | |
| Individual | 20% | Goals set for CEO execution of strategic plan, revenue growth, expense containment, succession | 100% | Committee assessment 100% . |
| STI Formula (Romaine) | — | Base $865,000 × 50% × [80%×100% + 20%×100%] | — | Result $432,500 . |
2024 Long‑Term Equity Awards (granted Nov 12, 2024)
| Award Type | Shares/Units | Vesting Terms | Performance Criteria | Grant Date Fair Value/Inputs |
|---|---|---|---|---|
| Performance‑based RSUs (Target/Max) | 3,480 / 5,916 | Earned over 1/1/2025–12/31/2027 | Target: average Company ROAE ≥ FRB Peer Group 50th percentile; Max adds 10% average increase in Core EPS; Committee may adjust for non‑recurring items . | Grant date fair value for Romaine $259,678; MAX FV $441,452; closing price $74.62 . |
| Time‑based Restricted Stock | 3,480 | 0% year 1; 25% years 2–5 | Retention/alignment | Valued at $74.62 per share on grant date . |
2024 Option Exercises and Stock Vested
| Category | Shares | Value |
|---|---|---|
| Stock awards vested | 6,338 | $382,372 |
| Notes | Includes 3,390 performance‑based shares from 2021–2023 performance period; Committee adjusted ROAE to exclude non‑recurring losses (e.g., 2023 loss on securities) to determine vesting; Company’s average adjusted ROAE 12.15% vs FRB peer 11.74% . |
Equity Ownership & Alignment
Beneficial Ownership (as of March 17, 2025)
| Item | Amount |
|---|---|
| Shares beneficially owned | 85,711; <1% of class . |
| ESOP/401(k) shares | 16,942 . |
| Restricted stock (unvested) | 15,930 . |
| Performance‑based shares (unvested) | 2,895 . |
| Exercisable options (≤60 days) | 1,734 . |
Outstanding Equity Awards (as of Dec 31, 2024)
| Category | Detail | Amount |
|---|---|---|
| Unvested restricted stock | Aggregate shares | 13,035; market value $884,163 (price $67.83) . |
| Unearned performance shares/units | Aggregate units | 14,410; market/payout value $977,430 (price $67.83) . |
| Stock options | 11/09/2016 grant; exercise price $76.90; expiry 11/09/2026 | 1,734 exercisable . |
Policies and guidelines:
- Hedging prohibited; pledging capped at lesser of 1,000 shares or 20% of beneficial holdings for executives/directors .
- Insider trading controls require quarterly trading windows and pre‑clearance for directors/executives; special blackout periods may apply .
Employment Terms
- No employment contracts or broad severance plan for NEOs; SERPs and equity plans define termination/change‑in‑control outcomes .
- Non‑change‑of‑control severance (Romaine): 12 months base salary plus participation in welfare benefits if terminated without cause; amount shown $865,000 for salary continuation plus welfare benefits value (12 months) .
- Change‑in‑control (double trigger): SERP continuation for 3 years of compensation (age‑based reductions apply); Romaine’s “other benefits” annual amount $1,225,992 for three years; equity awards accelerate/unlock depending on whether awards are assumed; if terminated without cause or resign with good reason within 24 months post‑CoC, all awards fully vest and performance awards deemed target‑earned .
- Retirement eligibility and accelerated vesting program for eligible retirees (subject to non‑solicit and good standing, with payouts over 3 years); PBRSUs remain eligible upon retirement if performance goals achieved and subject to a 3‑year non‑competition requirement .
- Clawback policy compliant with SEC/NYSE American for restatement‑related recoupment; equity award agreements can reduce/alter rights for restrictive covenant breaches or detrimental conduct .
Perquisites and deferred compensation:
- Limited perquisites: personal use of company vehicle; optional partial club membership reimbursement (Romaine declined perquisites per disclosure of others’ acceptance) .
- Nonqualified deferred compensation plan permits deferral of cash incentives; amounts reported within compensation tables where applicable .
Pension/SERP values (as of Dec 31, 2024):
| Plan | Years of Credited Service | Present Value |
|---|---|---|
| Pension Plan | 14.58 | $464,703 |
| Amended SERP | 30.83 | $6,268,306 |
| DB SERP | 9.42 | $307,106 |
| Total | — | $7,040,115 |
Board Governance
- Board service: Director since May 2007; not independent; current roles include Executive Committee member; not on Audit & Risk, Compensation, or Nominating & Corporate Governance committees .
- Board structure: Chair and CEO roles are separated; Chair is Thomas R. Rochon; independent directors hold executive sessions at each regular meeting (4 sessions in 2024); all directors attended >75% of aggregate board/committee meetings; 4 regular, 1 special, and 3 strategic planning meetings in 2024 .
- Director compensation: Employee directors are not paid beyond their regular employee compensation .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 96.69%; in response to prior feedback, the STI program was revised in 2024 to use pre‑set corporate/individual goals rather than discretionary bonuses; say‑on‑pay held annually, next scheduled 2026 .
Performance & Track Record
- 2024 highlights: Company net income increased versus 2023 driven by strategic execution; broad‑based growth in loans and deposits with higher fee‑based revenues; expense management reduced 2024 expenses by 1.8% YoY .
- STI corporate metrics met/exceeded targets, indicating balanced top/bottom‑line performance under Core non‑GAAP measures designed to exclude unusual/non‑recurring items .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp $1.875 million with meaningful equity grants (stock awards $519,355 FV) alongside STI cash payout $432,500 .
- Shift toward RSUs: Company has not granted options since 2016; 2024 LTI comprised time‑ and performance‑based stock awards, reducing risk relative to options .
- Use of discretion: Committee adjusted ROAE for the 2021–2023 performance period to exclude non‑recurring losses, facilitating vesting of performance shares; while aligned with long‑term strategy, this indicates discretion applied to pay‑for‑performance tests .
- Benchmarking: Base salary decisions incorporate a “Benchmarking Peer Group” and market medians; long‑term pay‑versus‑performance disclosure uses the S&P U.S. BMI Banks Index for TSR comparisons .
Equity Ownership & Alignment Considerations
- Significant unvested equity exposure provides retention and alignment (13,035 time‑based RS; 14,410 performance units), with scheduled 25% vesting years 2–5 on recent grants and a multi‑year performance cycle (2025–2027) .
- Hedging is prohibited; pledging significantly limited; insider trading pre‑clearance and trading windows may modulate sale timing and potential selling pressure around vest events .
Employment Terms (Key Triggers & Protections)
| Topic | Provision |
|---|---|
| Employment agreement | None (no executive employment contracts) . |
| Severance (no CoC) | 12 months base salary plus welfare benefits for CEO if terminated without cause . |
| Change‑in‑control | Double trigger; 3 years of compensation continuation; accelerated vesting terms for equity; equity treatment depends on award assumption by acquiror . |
| Non‑compete/Non‑solicit | 3‑year non‑competition tied to PBRSU retirement eligibility; retiree vest acceleration program includes non‑solicit and good‑standing requirements . |
| Clawback | NYSE American/SEC‑compliant clawback policy; equity awards subject to reduction/alteration for covenant breaches/detrimental conduct . |
Investment Implications
- Alignment: Large unvested and performance‑contingent equity over multi‑year cycles, combined with strict hedging limits and trading controls, supports alignment and moderates near‑term selling pressure; scheduled 25% vesting in years 2–5 and PBRSU cycle through 2027 provide retention hooks .
- Pay‑for‑performance rigor: Corporate STI metrics were met at 100% in 2024; committee’s willingness to adjust ROAE for non‑recurring losses in prior cycles implies discretion that can soften downside pay outcomes, a consideration for investors evaluating pay sensitivity to GAAP performance .
- Change‑in‑control economics: CEO enjoys robust protections (three years of compensation continuation and equity vesting under double‑trigger conditions), which may influence negotiation posture and transaction incentives in strategic scenarios .