UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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April 4, 2014

March 31, 2017

NOTICE OF 20142017 ANNUAL MEETING OF SHAREHOLDERS

OF TOMPKINS FINANCIAL CORPORATION

The Annual Meeting of Shareholders (the “Annual Meeting”) of Tompkins Financial Corporation (the “Company”) will be held on Monday, May 12, 20148, 2017 at 5:30 p.m., at the Country Club of Ithaca, 189 Pleasant Grove Road, Ithaca, New York, for the following purposes:

The Company’s Board of Directors (the “Board”) has fixed the close of business on March 14, 201410, 2017 as the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting. Only shareholders of record at the close of business on that date are entitled to vote at the Annual Meeting. A shareholder’sshareholders’ information meeting for our shareholders in westernWestern New York will be held at 5:30 p.m. on May 13, 2014,10, 2017, at the Genesee Country Village & Museum, 1410 Flint Hill Rd., Mumford, New York, 14511. A shareholder’sshareholders’ information meeting for our shareholders in Pennsylvania will be held at 5:4:30 p.m. on May 20, 2014,23, 2017, at the Crowne Plaza, 1741 Papermill Rd, Wyomissing,DoubleTree by Hilton Hotel Reading, 701 Penn St., Reading, Pennsylvania, 19610.19601. A shareholder’sshareholders’ information meeting for our shareholders in the Hudson Valley will be held at 6:00 p.m. on May 22, 2014,25, 2017, at Villa Barone, 466 Route 6, Mahopac,Mt. Kisco Country Club, 10 Taylor Rd., Mt. Kisco, New York, 10541.10549.

Enclosed with this notice are a Proxy Statement, a Form of Proxy and return envelope, instructions for voting by telephone or the Internet, the Company’s Annual Report on Form 10-K for fiscal year 2013,2016, and the Company’s 20132016 Corporate Report to shareholders. Please refer to the enclosed Proxy Statement with respect to the business to be transacted at the Annual Meeting.

The Board of Directors unanimously recommends that you vote “FOR” alleach of the proposals described above.Director nominees named in the enclosed Proxy Statement, “FOR” advisory approval of the compensation paid to the Company’s Named Executive Officers, for advisory approval of “EVERY YEAR” for the frequency of future advisory votes to approve the compensation paid to the Company’s Named Executive Officers, and “FOR” ratification of the appointment of KPMG, LLP as the Company’s independent auditor for the fiscal year ending December 31, 2017.Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting, you are urged to read and carefully consider the enclosed Proxy Statement. You may vote by telephone, via the Internet, or mark, sign, date, and return the enclosed Form of Proxy in the accompanying pre-addressed postage-paid envelope. Your proxy may be revoked prior to its exercise by filing a written notice of revocation or a duly executed proxy bearing a later date with the Corporate Secretary of the Company prior to the Annual Meeting, or by attending the Annual Meeting and filing a written notice of revocation with the Corporate Secretary at the Annual Meeting prior to the vote and voting in person.

By Order of the Board of Directors, /S/ James J. Byrnes   /S/     Thomas R. Rochon Chairman Kathleen A. Manley James J. Byrnes Kathleen A. Manley Chairman Asst. Vice President & Corporate Secretary   TOMPKINS FINANCIAL CORPORATION, THE COMMONS, P.O. BOX 460, ITHACA, NEW YORK 14851 (607) 273-3210   IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD MAY 12, 20148, 2017 This Proxy Statement, the Company’s Annual Report on Form 10-K, and the Company’s Corporate Report to shareholders are available under the “SEC Filings” tab at www.tompkinsfinancial.com.         ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 12, 20148, 2017   This Proxy Statement together with the Form of Proxy isare being mailed to shareholders on or about April 4, 2014March 31, 2017 in connection with the solicitation by the Board of Directors of Tompkins Financial Corporation (the “Company”) of proxies to be used at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held at the Country Club of Ithaca, 189 Pleasant Grove Road, Ithaca, New York on Monday, May 12, 20148, 2017 at 5:30 p.m.   Voting   Only shareholders of record at the close of business on March 14, 201410, 2017 will be entitled to vote. On March 14, 2014,10, 2017, there were 14,825,56415,255,611 shares of the Company’s common stock, par value $0.10 per share (our “common stock”), outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter to be voted on at the Annual Meeting.   Shareholders whose shares are registered in their own names may vote by mailing a completed proxy, via the Internet or by telephone, or by voting in person at the Annual Meeting. Instructions for voting via the Internet or by telephone are set forth on the enclosed Form of Proxy. To vote by mailing a proxy, sign and return the enclosed Form of Proxy in the enclosed pre-addressed postage-paid envelope. Shares of common stock covered by a proxy that is properly executed and returned will be voted and, if the shareholder who executes such proxy specifies therein how such shares shall be voted on such proposals, the shares will be voted as so specified. Executed proxies with no instructions will be voted “FOR” each proposal for which no instruction is given. Other than the election of Directors, the advisory vote to approve the compensation paid to the Company’s named executive officers; the advisory vote on the frequency of future advisory votes to approve the compensation paid to the Company’s named executive officers, and the proposal to ratify the appointment of the independent registered public accounting firm, KPMG LLP, as our independent auditor for the fiscal year ending December 31, 2014, and the advisory vote on executive compensation,2017, the Board is not aware of any other matters to be presented for shareholder action at the Annual Meeting. However, if other matters do properly come before the Annual Meeting, the Board intends that the persons named in the accompanying proxy will vote the shares represented by all properly executed proxies on any such matters in accordance with the judgment of the person or persons acting under the proxy.   The presence of a shareholder at the Annual Meeting will not automatically revoke a proxy previously delivered by that shareholder. A shareholder may, however, revoke his or her proxy at any time prior to its exercise by: (1) delivering to the Corporate Secretary a written notice of revocation prior to the Annual Meeting, (2) delivering to the Corporate Secretary a duly executed proxy bearing a later date, or (3) attending the Annual Meeting and filing a written notice of revocation with the Corporate Secretary at the Annual Meeting prior to the vote and voting in person.   The presence, in person or by proxy, of the holders of at least a majority of the shares of common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum for the conduct of business at the Annual Meeting.   Vote Required and Board Recommendations   Proposal No. 1 Vote Required Board of Directors Recommendation Election of Directors A plurality of votes cast by holders of common stock entitled to vote thereon “FOR” all Director nominees named in the Proxy Statement Proposal No. 2 Vote Required Board of Directors Recommendation Advisory Approval of the Compensation Paid to the Company’s Named Executive Officers A majority of votes cast by the holders of common stock entitled to vote thereon “FOR” advisory approval of the compensation paid to the Company’s Named Executive Officers Proposal No. 3 Vote Required Board of Directors Recommendation Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation Paid to the Company’s Named Executive Officers A majority of votes cast by the holders of common stock entitled to vote thereon For “EVERY YEAR” as the preferred frequency for future advisory votes to approve the compensation paid to the Company’s Named Executive Officers Proposal No. 4 Vote Required Board of Directors Recommendation Ratification of the appointment of the independent registered public accounting firm, KPMG LLP, as the Company’s independent auditor for the fiscal year ending December 31, 2014. 2017 A majority of votes cast by the holders of common stock entitled to vote thereon “FOR” the ratification of the appointment of the independent registered public accounting firm, KPMG LLP, as the Company’s independent auditor for the fiscal year ending December 31, 2014 Proposal No. 3 Vote Required Board of Directors Recommendation Advisory vote on the 2013 executive compensation paid to our Named Executive Officers (NEOs) A majority of votes cast by the holders of common stock entitled to vote thereon “FOR” the advisory approval of the NEO compensation described in this Proxy Statement2017   Abstentions and Broker Non-votes   At the Annual Meeting, abstentions, in person or by proxy and broker non-votes will each be counted for purposes of determining the presence of a quorum. A “broker non-vote” occurs when a broker, bank, or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power on that matter and has not received instructions from the beneficial owner. At the Annual Meeting, broker non-votes and abstentions will have no effect on the outcome of any of the Company’s proposals. Brokers, banks or other nominees will not have discretionary authority to vote on Proposal Nos. 1, 2 and 3, but will have discretionary authority to vote on Proposal No. 4.   Solicitation of Proxies   The enclosed proxy is being solicited by the Board of Directors of the Company. The total cost of solicitation of proxies in connection with the Annual Meeting will be borne by the Company. In addition to solicitation by mail, our directors,Directors, officers and employees may solicit proxies for the Annual Meeting personally or by telephone or electronic communication without additional remuneration. The Company will also provide brokers and other record owners holding shares in their names or in the names of nominees, in either case which are beneficially owned by others, proxy material for transmittal to such beneficial owners and will reimburse such record owners for their expenses in doing so.   PROPOSAL NO. 1 ELECTION OF DIRECTORS   At the Annual Meeting 16twelve (12) Directors will be elected for a one-year term expiring at the 20152018 Annual Meeting, and with respect to each Director, until his or her successor is elected and qualified. All 16 director12 Director nominees—John E. Alexander, Paul J. Battaglia, Daniel J. Fessenden, James W. Fulmer, James R. Hardie, Carl E. Haynes, Susan A. Henry, Patricia A. Johnson, Frank C. Milewski, Sandra A. Parker, Thomas R. Rochon, Stephen S. Romaine, Michael H. Spain, William D. Spain, Jr., Alfred J. Weber and Craig Yunker—are currently serving as Directors. Their terms expire in 2014,2017, and each is standing for re-election at the Annual Meeting. Each Director was identified and nominated by the Nominating and Corporate Governance Committee for election at the Annual Meeting. The 1612 nominees receiving the highest number of affirmative votes of the shares entitled to vote at the Annual Meeting will be elected to the Board. The persons named in the Proxy to represent shareholders at the Annual Meeting are Francis M. Fetsko and Kathleen A. Manley. The Proxies will vote as directed and, in the absence of instructions, will vote the shares represented by the Proxiesproperly-executed proxies in favor of the election of nominees named below.   In the event any nominee is unable or declines to serve as a Director at the time of the Annual Meeting, the proxies will be voted for the nominee, if any, who may be designated by the Board, upon recommendation of the Nominating and Corporate Governance Committee, to fill the vacancy. As of the date of this Proxy Statement, the Board is not aware that any nominee is unable or will decline to serve as a Director.   Vote Required and Recommendation   Shareholders may vote “for” all Director nominees as a group, may “withhold” authority to vote for all Director nominees as a group, or may withhold authority to vote only for specified Director nominees. A plurality of votes cast by holders of shares of common stock entitled to vote thereon is required to elect the nominees. Under a plurality vote standard, the nominees who receive the highest number of votes “for” their election will be elected. Votes to “withhold” in an uncontested election will have no effect on the outcome of the vote on Proposal No. 1. Broker non-votes will not constitute or be counted as votes cast for purposes of this Proposal, and therefore will have no impact on the outcome of this Proposal.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES. SHARES OF COMMON STOCK COVERED BY EXECUTED PROXIES RECEIVED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED BELOW UNLESS THE SHAREHOLDER SPECIFIES A DIFFERENT CHOICE.   The following table sets forth each Director nominee and each continuing Director and includes such person’s name, age, the year he or she first became a Director, the expiration of his or her current term as Director, and whether he or she has been determined to be an Independent Director, as that term is defined in the listing standards of the NYSE MKT LLC Company Guide. Biographies of the Director nominees follow the table. Unless otherwise indicated, all Directors have been employed in their current positions for at least five years. The nominees identified below as “Independent” are referred to in this Proxy Statement as the Independent Directors.   Name   Age   Year First Elected Director   Term to Expire   Independent(1)   Age   Year First Elected Director   Term to Expire   Independent(1) Board Nominees for Terms to Expire in 2014:                 Board Nominees for Terms to Expire in 2018:                 John E. Alexander     61     1993 (2)     2015   Yes   64   1993(2)   2017   Yes Paul J. Battaglia     62     2010       2015   Yes   65   2010   2017   Yes Daniel J. Fessenden     48     2009       2015   Yes   51   2009   2017   Yes James W. Fulmer     62     2000       2015   No   65   2000   2017   No James R. Hardie     71     2001       2015   No Carl E. Haynes     68     1996 (3)     2015   Yes Susan A. Henry     67     2010       2015   Yes   70   2010   2017   Yes Patricia A. Johnson     58     2006       2015   Yes   61   2006   2017   Yes Frank C. Milewski     63     2012       2015   Yes   66   2012   2017   Yes Sandra A. Parker     65     2010       2015   Yes Thomas R. Rochon     61     2009       2015   Yes   64   2009   2017   Yes Stephen S. Romaine     49     2007       2015   No   52   2007   2017   No Michael H. Spain     56     2000       2015   No   59   2000   2017   No William D. Spain, Jr.     62     2000       2015   No Alfred J. Weber     61     2012       2015   Yes   64   2012   2017   Yes Craig Yunker     63     2000       2015   Yes   66   2000   2017   Yes   (1) Independence has been affirmatively determined by the Company’s Board of Directors in accordance with Section 803A of the listing standards of NYSE MKT LLC Company Guide.   (2) Served as a Director of Tompkins Trust Company, prior to the formation of Tompkins Financial Corporation in 1995. (3) Served as a Director from 1996 until 2000, and was re-appointed on February 20, 2007.   Director Qualifications, including Director Nominees   The following paragraphs provide information as of the date of this Proxy Statement regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a Director. The information presented includes information each Director has given us about positions he or she holds, his or her principal occupation and business experience for the past five years, certain non-profit boards on which he or she serves, and the names of other publicly-held companies of which he or she currently serves as a Directordirector or has served as a Directordirector during the past five years.   John E. Alexander has served as a Director of the Company since 1995 and as a Director of Tompkins Trust Company since 1993. Mr. Alexander was a principal shareholder and served as President and Chief Executive Officer of The CBORD Group, Inc. (“CBORD”CBORD,”), a computer software company which Mr. Alexander founded in 1975, until July 1, 2004.his retirement in 2008. Mr. Alexander served as Chairman of the Board of CBORD through February 2008. Prior to CBORD, Mr. Alexander was a Vice President in the Money Market Division of Bankers Trust Company. He currently serves on the boardDevelopment Committee of the Food Bank of the Southern Tier, is a Director Emeritus of the United Way of Tompkins County, and the Food BankTrustee Emeritus and Presidential Councilor of the Southern Tier,Cornell University. He also serves as a director of Incodema 3D, LLC, a leader in direct metal 3D printing, as well as serving as a Trustee Emeritus of Cornell University.Sound Reading Solutions, Inc., an EdTech start-up. We believe Mr. Alexander’s qualifications to sit on our Board of Directors include his executive leadership and management experience, as well as the financial expertise he has brought to bear during nearlymore than two decades of board service with our organization. In addition, Mr. Alexander has a long track record of community involvement in the Ithaca area, including the aforementioned service on the boardBoard of the United Way of Tompkins County, the Advisory Council of the Sciencenter, the Board of Directors of the Children’s Reading Connection, and as Trustee Emeritus of Cornell University. He is a founding member of the Cayuga Venture Fund, a regional venture capital fund now in its fifth iteration. He is Vice President of the Cornell Research Foundation. He also chaired the Audit Committee of Cornell University, leading the university through the process of compliance with the requirements of the Sarbanes-Oxley Act of 2002.   Paul J. Battaglia has served as a Director of the Company since 2010 and was a Director of TFA Management, Inc. f/k/a AM&M Financial Services, Inc. from April-December 2010. He has served as a Director for Tompkins Bank of Castile since January 2011. He became Chairman of the AuditAudit/Examining Committee in May 2011. In 2015, he was appointed to the Board of Directors of TFA Management, Inc. and to the Corporate Credit Oversight Committee of the Company’s Board of Directors. Mr. Battaglia ishas been a Managing Director of Freed Maxick CPAs, P.C., a 285-person300-person “Top 100” public accounting firm headquartered in Western New York.York since 2001. As a Managing Director of the firm’s Batavia Practice, Mr. Battaglia consults on various transactions, including mergers and acquisitions, design and implementation of financing plans, estate planning and business succession planning. Among his other professional qualifications, he is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. He also serves on the Firm’s Executive and Compensation Committee,Finance Committees, as well as a trustee for the Firms’Firm’s retirement plan. Mr. Battaglia currently serves as a Commissioner and Vice Chairman of the Rochester Genesee Regional Transportation Authority and is on the BoardChairman of Trustees of Catholic Charities of Western New York and the Board of Directors of the Genesee County Economic Development Center. He also serves as the Chairman of the Audit Committee for Catholic Charities of Western New York. Mr. Battaglia has served as a director or volunteer for over thirty30 not-for-profit or educational organizations. In 2010, Mr. Battaglia received the “Distinguished Citizen” award from the Boy Scouts of America (Iroquois Trail Council), was named the “Honorary Chairman” of the Centennial Celebration for the city of Batavia, New York in 2015, and has received numerous other community recognitions. We believe Mr. Battaglia’s qualifications to sit on our Board of Directors include his 4043 years of experience with public accounting dealing with financial and financial accounting matters for complex financial organizations. He has acquired a deep understanding of the Western New York business environment during his years of working with commercial clients in the region. We note that Mr. Battaglia has demonstrated significant involvement with local civic organizations through his years of service on the above-referenced boards of directors.   Daniel J. Fessenden has served as a Director of the Company since 2009, and as a Director of Tompkins Trust Company since January 2009.2009, and as a Director of TFA Management, Inc. since 2011. Mr. Fessenden served as a member of the New York State Assembly from 1993 to 1999. He currently serveshas served as the Executive Director of the Fred L. Emerson Foundation, a fourth-generation family foundation located in Auburn, New York.York since 2007. From 2004 to 2006 he served as the founding Executive Director of the Cornell Agriculture & Food Technology Park, Geneva, New York. Prior to 2004, Mr. Fessenden served as a key member of the government relations team for the Carrier Corporation, Syracuse, New York. Raised on his family’s dairy farm, Mr. Fessenden is a graduate of Cornell University. Mr. Fessenden has been actively engaged with variousnumerous business, civic and educational organizations throughout the Central New York region for more than 25 years. In addition to servingHe currently serves as a director of Midstate Mutual Insurance Company, he also serves onand is a member of the board of Seward House Museum, Wells College, American Agriculturist Foundation and several other charitable organizations.Cornell University Council. We believe Mr. Fessenden’s qualifications to sit on our Board of Directors include his extensive experience in government and public service, (as well ashis executive experience in the private sector),sector, his active engagement with civic organizations, and his deep connections to the Central New York business community.   James W. Fulmer served as President of the Company from 2000 through 2006, and has served as a Director of the Company since 2000, and Vice Chairman of the Company since January 1, 2007. He serves as the Chairman President and Chief Executive Officer of Tompkins Bank of Castile, and has served in such capacity since 1988. Mr. Fulmer previously served as President and Chief Executive Officer of the Bank of Castile from 1988 until his retirement on December 31, 2014. Mr. Fulmer also serves as:as a Director of Tompkins Mahopac Bank and Tompkins VIST Bank; and Chairman and Director of Tompkins Insurance Agencies, Inc.; and Director of TFA Management, Inc. He served as the President and Chief Executive Officer of Letchworth Independent Bancshares Corporation from 1991 until its merger with the Company in 1999. He has served as a member of the Board of Directors of the Federal Home Loan Bank of New York since January 2007, and is a member of the Federal Reserve Bank of New York Community Depository Advisory Council.has served as Vice Chairman since January 2015. Mr. Fulmer is a past presidentPresident of the Independent Bankers Association of New York State, and he also actively serves as a member of the Board of Directors of Erie and Niagara Insurance Association of Williamsville, the Cherry Valley Cooperative Insurance Company of Williamsville, and as Chairman of the United Memorial Medical Center, and WXXI Public Broadcasting Council. We believe Mr. Fulmer’s qualifications to sit on our Board of Directors include his nearly 40 years of experience in the banking industry, including service as our Vice Chairman, and as the former President and Chief Executive Officer of Tompkins Bank of Castile. Mr. Fulmer is also actively involved with the prominent Western New York community organizations described above. James R. Hardie has served as a Director of the Company since 2001. Mr. Hardie has been Vice Chairman of the Board of Directors of Tompkins Insurance Agencies (“TIA”), a wholly-owned subsidiary of the Company, since August 1, 2002. He was President of Austin, Hardie, Wise Agency, Inc. from 1974 until January 1, 2001, when he became President, Chief Executive Officer and a Director of TIA. Effective January 1, 2003, Mr. Hardie ceased serving as President and Chief Executive Officer of TIA. He continues to be employed by TIA as a producer. Mr. Hardie is the managing member of Bennington Farms, LLC, a property leasing company, and also currently serves as Secretary/Treasurer and Director of the Schooner Bay Homeowners Assoc., a condominium community in Sarasota, Florida. His community service includes serving as a Director of the Wyoming County Hospital Foundation, as well as service on the Wyoming County Chamber Legislative Committee. We believe Mr. Hardie’s qualifications to sit on our Board of Directors include his forty years of management experience in the insurance industry, including thirty years as chief executive officer, as well as his prior experience as a bank director before joining the Tompkins organization. In addition, Mr. Hardie has served in various capacities with numerous civic organizations throughout his career. Carl E. Haynesserved as a Director of the Company from 1996 until 2000 and was re-appointed on February 20, 2007. He has served as a Director of Tompkins Trust Company since 1996. Dr. Haynes has been President of Tompkins Cortland Community College since 1995, and he served as Chairman of the Board of Directors of Cayuga Medical Center until May 2007. He also serves on the Board of Directors of the TC3 Foundation, Therm, Inc., CNY Regional Alliance, Cortland County Business Development Corporation, Cayuga-Cortland Workforce Investment Board, Tompkins County Area Development Corporation, Tompkins County Community Advisory Panel and Tompkins County Workforce Investment Board, among others. We believe Dr. Haynes’ qualifications to sit on our Board of Directors include his over 15 years of service as a bank director, as well as his executive experience leading a large, non-profit educational organization. Additionally, Dr. Haynes has demonstrated civic leadership through service on the boards of many local charitable and business-related organizations.   Susan A. Henry has served as a Director of the Company since 2010 and as a Director of Tompkins Trust Company since April 2010. Dr. Henry is the Ronald P. Lynch Deanemerita, College of Agriculture and Life Sciences, Cornell University, where she ishas been a Professor of Molecular Biology and Genetics.Genetics since July 2010. Prior to her appointment at Cornell, Dr. Henry was Dean of Science of the Mellon College of Science at Carnegie Mellon University. Dr. Henry is a member of the Board of Directors of Seneca Foods Corporation (NASDAQ: SENEA), where she serves on the Compensation and Nominating Committee, and she is also a member of the Board of Directors of Agrium, Inc. (NYSE: AGU), where she serves on the Governance Committee, and the Human Resources and Compensation Committee. We believe Dr. Henry’s qualifications to sit on our Board of Directors include her extensive experience in the management and administration of a large non-profit organization, coupled with herthe regulatory and compliance experience she has gained while serving on the boards of other publicly-traded companies.   Patricia A. Johnson has served as a Director of the Company since 2006, and has served as a Director of Tompkins Trust Company from 2002 to 2014. She has served as a Director of Tompkins VIST Bank since 2002. As ofApril 2014. In January 2014, Ms. Johnson became the Vice President for Finance and Administration with Lehigh University in Bethlehem, PA. She had previously been with Cornell University, starting as the Assistant Treasurer in 1995, was appointed Treasurer in March 1999, and in 2007, was appointedlater serving as Associate Vice President & Treasurer. Ms. Johnson served on the finance committee of Planned Parenthood of the Southern Finger Lakes, and was a Director of the Legacy Foundation of Tompkins County, TC3 Community College, the Social Service League, and the Tompkins County Public Library Foundation.Treasurer from January 1995 to January 2014. She is currently a directorDirector and the finance chairFinance Chair for Market Matters, a not for profit located in Ithaca, NYNew York which provides business training to residents of South Africa. She also serves as Director, Manufacturers’ Resource Center; Director, Ben Franklin Technology Partners of Northeastern Pennsylvania; Director, Community Action Committee of Lehigh Valley; Director, Lehigh Valley Economic Development Corporation; and Director, Centennial School. She was also a member of the NACUBO Accounting Principles Council and the Association for Financial Professionals.WeProfessionals. We believe Ms. Johnson’s qualifications to sit on our Board of Directors include her accounting expertise and her ability to understand and evaluate the Company’s complex financial operations, based in part on her prior work in the banking industry. In addition, Ms. Johnson has demonstrated civic leadership through service on the boards of many local charitable organizations.   Frank C. Milewskihas served as a Director of the CompanysinceCompany since August 2012, when he was appointed by the Board to fill a vacancy following the Company’s acquisition of VIST Acquisition.Financial Corporation (“VIST”) in 2012. Mr. Milewski served as Vice Chairman of the Board of VIST Financial Corporation (“VIST”) from 2007 to 2012, where he served as a director from 2002 until its acquisition by the Company in August 2012.Company. Mr. Milewski served as a director of Merchants Bank from 1985 until VIST acquired Merchants in 1999. He1999.He has served as a directorDirector on the Board of Directors of Tompkins VIST Bank since 1999. Mr. Milewski isretired in early 2017 from his position as a Regional Vice President of Molina Health Care (NYSE: MOH) which provides and manages government-sponsored social services. Formerly, he was the Regional President of Providence Service Corporation, a publicly traded company which provides services in the human services field. Formerly, he(NASDAQ: PRSC) prior to its acquisition by Molina, and was the founder, President and Chief Executive Officer of The ReDCo Group prior to its acquisition by Providence Service Corporation in 2004. Mr. Milewski iswas responsible for oversight and direction of sixMolina’s separate operating companies in five states.the northeast region. Mr. Milewski currently serves as a member of the Schuylkill Economic Development Corporation (SEDCO’s) Board of Directors and as such is involved in fostering economic growth, development, and job creation in the greater Schuylkill County region. Previously he served on a number of community-oriented not-for-profit boards.boards and currently serves as a member of the non-profit Board of Directors of Consolidated Training and Services Corporation. We believe Mr. Milewski’s qualifications to sit on our Board of Directors include his executive experience in a leadership position with a publicly tradedpublicly-traded company, his prior service on VIST’s Audit/Examining Committee and the Tompkins VIST Bank Board of Directors, and his involvement with economic development and other civic engagement in the Schuylkill County region.   Sandra A. Parker has served as a Director of the Company since 2010 and as a Director of Tompkins Bank of Castile since April 2010. Ms. Parker is the President and Chief Executive Officer of the Rochester Business Alliance, where she has served in various capacities since 2003. Previously, Ms. Parker was the President and Chief Executive Officer of the Industrial Management Council (Rochester, New York). She is a founder of Unshackle Upstate, and serves on the Committee to Save New York. Ms. Parker serves on numerous local boards of directors, including the Monroe Community College Foundation, and the Center for Governmental Research, among others. She is also a Trustee at Rochester Institute of Technology. Her extensive involvement with local civic organizations includes service on the boards of Directors of the Rochester Area Community Foundation and the YMCA of Greater Rochester. We believe Ms. Parker’s qualifications to sit on our Board of Directors include her extensive executive experience, particularly in human resource management, coupled with her strong connections to the business community of Western New York and her involvement with the civic organizations noted above. Thomas R. Rochon has served as a Director of the Company since 2009, and was elected Chairman of the Board in May 2014. He has also served as a Director of Tompkins Trust Company since January 2009. In July 2008, Dr. Rochon was appointed President of Ithaca College. Prior to his appointment, he served from 2003 to July 2008 as the Executive Vice President and Chief Academic Officer for the University of St. Thomas in Minnesota, following a career as professor of political science on the faculties of Princeton University and Claremont Graduate University. From 2000 to 2003, he was the Executive Director of the Graduate Record Examinations program at the Educational Testing Service (ETS). He is on the boardBoard of directorsDirectors of New York Campus Compact, an association of colleges and universities committed to community service, and also serves on the Executive Committee of the Council of Independent Colleges and Universities, the association of private institutions of higher education in New York State.service. He is also actively involved with several local charitable organizations. We believe Dr. Rochon’s qualifications to sit on our Board of Directors include his many years of management experience, including as the President of Ithaca College, as well as an understanding of the challenges faced by organizations which operate in a heavily regulated sector. In August 2013, the Board of Directors concluded a succession planning process for Chairman James J. Byrnes, whose term will expire in May 2014, and named Dr. Thomas R. Rochon as his successor. Subject to Dr. Rochon’s re-election as a Director, the Board expects to appoint him as Chairman of the Board effective immediately following the Annual Meeting.   Stephen S. Romaine has served as a Director of the Company since January 1, 2007. Mr. Romaine was appointed President and Chief Executive Officer of the Company effective January 1, 2007. He had served as President and Chief Executive Officer of Tompkins Mahopac Bank from January 1, 2003 through December 31, 2006. Prior to this appointment, Mr. Romaine was Executive Vice President, Chief Financial Officer of Mahopac National Bank. In addition to the Company board,Board, Mr. Romaine serves on the boards of each of its affiliates. Mr. Romaine currently serves on the boardBoard of the New York Bankers Association, where he chairs the Government Relations Council and was elected its Treasurer and Chairman of the New Century Fund in February 2014. He also serves on the board of the Listed Company Council of the NYSE MKT LLC.March 2016. His civic involvement includes service as a member of the boardBoard of directorsDirectors of the Ithaca Aviation Heritage Foundation, United Way of Tompkins County, and the TC3 Foundation. We believe Mr. Romaine’s qualifications to sit on our Board of Directors include his 25more than 30 years as an executive in the financial services industry, including his current position as President and Chief Executive Officer of the Company.   Michael H. Spain has served as a Director of the Company since 2000, and as a Director of Tompkins Mahopac Bank since 1992. Since March 2015, Mr. Spain owns and serveshas served as theExecutive Vice President for Brown & Brown of the Spain Agency,New York, Inc., an insurance agency located in Mahopac, New York.York, which does business as Brown and Brown of the Hudson Valley and Spain Agency. Mr. Spain served as President of the Spain Agency, Inc. from 1989 until April 2015, when it was acquired by Brown & Brown of New York, Inc., a New York-based subsidiary of Brown & Brown, Inc. Mr. Spain is also a General Partner in W. D. Spain & Sons, LLP, a family limited partnership that owns common stock of the Company; President of Sleeping Indian, LLC, and Trail Properties, Inc,Inc., real estate holding companies; and President of Wind River, LLC and Indian Paintbrush, LLC, companies engaged in real estate development, and President of Risk Mitigation Advisors, LLC, a company engaged in loss control risk management. His brother, William D. Spain, Jr., is also a Director of the Company.development. He has demonstrated civic leadership through service on the boards of several charitable organizations in the Hudson Valley, including past President of Mahopac Rotary, The Putnam Alliance, Putnam Independent Insurance Agencies, and has served on the Hudson Valley Hospital Board and Foundation and various United Way boards, along with over 20 years of service as a Tompkins Mahopac Bank director.Director. We believe Mr. Spain’s qualifications to sit on our Board of Directors include his extensive executive experience in the financial services industry.   William D. Spain, Jr.has served as a Director of the Company since 2000, as a Director of Tompkins Mahopac Bank since 1991, and as Chairman of the Board of Directors of Tompkins Mahopac Bank since 1999. He has been the Managing Partner of Spain & Spain, PC, a law firm in Mahopac, New York, since 1983. Mr. Spain is also a General Partner in W. D. Spain & Sons, LLP, a family limited partnership that owns Common Stock of the Company. Mr. Spain is a member of the Mahopac Volunteer Fire Department, among other community organizations. His brother, Michael H. Spain, is also a Director of the Company. We believe Mr. Spain’s qualifications to sit on our Board of Directors include his strong connections to the business community in and around the Hudson Valley, coupled with more than 20 years of service as a Tompkins Mahopac Bank Director. We also note Mr. Spain’s involvement, through board service and in other capacities, with civic organizations in the Hudson Valley. Alfred J. Weberis president of Tweed-Weber, Inc., a management consulting firm, and has been a member of our Board of Directors since August 2012 when he was appointed by the Board to fill a vacancy following the VIST Acquisition.acquisition. Mr. Weber served as Chairman of the Board of VIST Financial Corporation from 2005 to 2012, where he served as a Director from 1995 until its acquisition by the Company in August, 2012. He currently serves on the Board of Directors of Tompkins VIST Bank, and has served as its Chairman since 2005. He has been in the management consulting industry since 1974 and has been presidentPresident of his own business, Tweed-Weber, Inc., since 1984. The fundamental focus of his work is to help clients build and implement strategies to gain and sustain competitive advantage in their marketplace. He has worked with hundreds of businesses, not-for-profit organizations, health and home care agencies, and associations across the country. Mr. Weber currently serves on the boardsBoards of Berks County Community Foundation, Our City Reading, St. Paul’s Lutheran Church,New Standard Corporation, Misco Products Corporation, and Boscov’s LLC. He previously served on the boardsBoards of Alvernia University, the United Way of Berks County, the Berks County Chamber of Commerce, the Berks County Workforce Investment Board, the Greater Berks Development Fund, and the Burn Prevention Foundation. We believe Mr. Weber’s qualifications to sit on our Board of Directors include his experience in leading change initiatives and his expertise in the area of strategic planning.   Craig Yunker has served as a Director of the Company since 2000 and as a Director of Tompkins Bank of Castile since 1991. He is the Managing MemberPartner of CY Farms, LLC since 1976 and of CY Properties, LLC,LLC; CY Heifer Farm, LLC,LLC; and Batavia Turf, LLC since 1998; companies engaged in farming. Since 2001, he has served as a Trustee of Cornell University. Mr. Yunker is closely involved with the Western and Central New York business community, and he currently serves in leadership roles on both state and national agricultural organizations, including the New York State Agriculture Society, the Association of Agricultural Production Executives, and as a Trustee of the Farm Foundation Roundtable.Foundation. He is a Director of the Genesee County Economic Development Center and previously served as Chair of the Genesee County Legislature. Mr. Yunker also sits on the Board of Directors of Liberty Pumps, a manufacturing company in Bergen, New York. He was a delegate to the first New York State agricultural trade mission to Cuba in 2008. We believe Mr. Yunker’s qualifications to sit on our Board of Directors include his extensive executive experience, particularly in the agribusiness sector, and his corporate strategy acumen, along with over 20 years of service as a Tompkins Bank of Castile Director.   The names and ages of the Company’s executive officers, including the Named Executive Officers identified in the Summary Compensation Table in this Proxy Statement, their positions and offices held with the Company, their term of office and experience are set forth in Part I of the Company’s Annual Report on Form 10-K for the Company’s 20132016 fiscal year, a copy of which is enclosed with this Proxy Statement.   Matters Relating To the Board of DirectorsMATTERS RELATING TO THE BOARD OF DIRECTORS   Board of Directors Meetings and Committees During fiscal 2013,2016, the Board of Directors held four regular meetings, one special meeting and onethree strategic planning meeting.meetings. As a matter of practice the Independent Directors met in executive session at the end of each regular meeting, for a total of fivefour meetings during 2013.2016. During this period, all of the Directors attended or participated in at least 80%more than 75% of the aggregate of the total number of meetings of the Board held during the periods that he or she served and the total number of meetings held by all committees of the Board on which each such Director served during the period that he or she served, other than Sandra A. Parker, who attended 64% of such meetings due to previously scheduled business travel commitments.served.   The Board currently maintains and appoints the members of the following fivesix standing committees: Executive, Compensation, Audit/Examining, Nominating and Corporate Governance, and Qualified Plans Review.Investment Review, and Corporate Credit Oversight.   Board of Directors: Committee Membership   Director   Executive   Compensation   Audit/ Examining   Nominating/Corporate Governance   Qualified Plans Inv. Review   Corporate Credit Oversight John E. Alexander   X X — — Chair — Paul J. Battaglia  X — Chair — — X Daniel J. Fessenden  —   —       X   — — James W. Fulmer  X   —   —   —   —   XChair Susan A. Henry    Paul J. Battaglia—   —   X       —X   — Chair Patricia A. Johnson    —   —   — Daniel J. Fessenden X   —   —   — — X — James W. Fulmer X — — — — Carl E. Haynes X — — Chair — Susan A. Henry — — — — X Patricia A. Johnson — — X — — Frank C. Milewski     —   —   X — — X Thomas R. Rochon  Chair   X   — X   —   — Stephen S. Romaine    — Sandra A. Parker X   —   — —   X   X Michael H. Spain  X   —   —   —   X   — Thomas R. Rochon — X — — — Stephen S. Romaine X — — — X Michael H. Spain X — — — — Alfred J. Weber   —   —   — X   —   — Craig Yunker    X   Chair   — Craig Yunker   X   Chair X —   — —   The Board has adopted a written charter for the Executive Committee. A copy of the Executive Committee’s charter is posted in the “Corporate Governance” section of the Company’s website (www.tompkinsfinancial.com). The Executive Committee did not meet during fiscal 2013.2016. The Executive Committee acts, as necessary, on behalf of the Board of Directors pursuant to the Company’s Second Amended and Restated Bylaws (the “Bylaws”).   The Board has adopted a written charter for the Compensation Committee (as used in this paragraph, the “Committee”“Committee.”). A copy of the Committee’s charter is posted in the “Corporate Governance” section of the Company’s website (www.tompkinsfinancial.com). The Committee met sixfive times during fiscal 2013. Among its duties and responsibilities, the2016. The Committee assessesreviews executive performance and reviews, determines andapproves, or recommends to the Independent Directors for approval, salaries and other matters relating to executive compensation, except that the compensation of the Chief Executive Officer is determined by the full BoardIndependent Directors upon recommendation by the Committee. It also administers the Company’s equity incentive plans, including reviewing and granting equity incentive awards to executive officers and other employees. The Committee also reviews and approves various other compensation policies and matters, senior management planning, and is responsible for ensuring that executive officers are compensated effectively, appropriately, and in a manner consistent with the Company’s objectives. Please see the heading“Role of the Compensation Committee, Management, and Consultants” on page 17 for information about this Committee’s responsibilities and activities. Each of the members of this Committee is an “Independent Director” as defined in Section 803A of the NYSE MKT LLC Company Guide, and also meets the heightened independence standards for compensation committee members set forth in NYSE MKT Rule 805(C)805(c). The responsibilities and activities of the Committee are described in greater detail in the “Compensation Discussion and Analysis” beginning on page 16 of this Proxy Statement.   The Board has adopted a written charter for the Audit/Examining Committee (as used in this paragraph, the “Committee”). A copy of the Committee’s charter is posted in the “Corporate Governance” section of the Company’s website (www.tompkinsfinancial.com). The Committee met nineten times during fiscal 2013.2016. This Committee assists the Board in its general oversight of accounting and financial reporting, internal controls and audit functions, and is directly responsible for the appointment, compensation and oversight of the work of the Company’s independent auditors. The responsibilities and activities of the Committee are described in greater detail in the “Report of the Audit/Examining Committee of the Board of Directors” included in this Proxy Statement. The Board has determined that Paul J. Battaglia, Daniel Fessenden, Patricia A. Johnson, and Frank C. Milewski and Craig Yunker each qualify as an “Audit Committee Financial Expert” as defined in Item 407(d) of Regulation S-K and that each of the members of the Audit/Examining Committee satisfies the independence standards applicable to Audit Committee members of Section 803 of the NYSE MKT LLC Company Guide and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).   The Board has adopted a written charter for the Nominating and Corporate Governance Committee (as used in this paragraph and in the next fivefour paragraphs, the “Committee”). A copy of the Committee’s charter is posted in the “Corporate Governance” section of the Company’s website (www.tompkinsfinancial.com). The Committee met fivethree times during the 20132016 fiscal year. This Committee is responsible for assisting the Board in developing corporate governance policies and practices that comply with applicable laws and regulations, including NYSE MKT LLC listing standards and corporate governance requirements, and the corporate governance requirements of the Sarbanes-Oxley Act of 2002.2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.   The Committee is also responsible for identifying, evaluating and recommending qualified candidates for election to the Board. The Committee will evaluate candidates who are identified by shareholders, by other members of the Board, and occasionally by members of the Company’s leadership team, which is comprised of the Company’s executive officers. The same procedures are used to evaluate all candidates, regardless of the source of the recommendation. To be considered, each candidate must possess the following minimum qualifications and attributes: high personal values, judgment and integrity; an ability to understand the regulatory and policy environment in which the Company conducts its business; a demonstrated, significant engagement in one of the market areas served by the Company, based on one or more of the following within such market area—professional/business relationships, residence, and involvement with civic, cultural or charitable organizations; and experience which demonstrates an ability to deal with the key business, financial and management challenges that face financial service companies. The Committee believes that such connections with one of the Company’s local communities fostersfoster ties between the Company and that community, and also allowsallow the Director to better understand the banking and financial services needs of its local stakeholders.   In identifying potential nominees, the Committee also considers whether a particular candidate adds to the overall diversity of the Board. The Committee seeks nominees with a broad diversity of experience, professions, skills, geographic representation and backgrounds. The Board believes that the backgrounds and qualifications of the Directors, considered as a group, should comprise an array of experience, knowledge and abilities to allow the Board to most effectively carry out its responsibilities. Although the Committee does take diversity into account when evaluating a particular candidate, it is only one of several criteria used during the Committee’s assessment process, and the Committee has not formalized its diversity practices into a written policy.   While individual experiences and qualifications serve as a baseline for consideration, the Committee recognizes that the Board governs as a whole, and not as a collection of individuals. The effectiveness of the Board is not a function of the individual attributes of its members; rather, it depends on the overall chemistry of the Board. Therefore, the Committee assesses whether a particular candidate will be able to function within this broader context by evaluating his or her: ability to understand, and willingness to engage, the issues presented to the Board; ability to exercise prudence and judgment, but also decisiveness; and ability to effectively communicate his or her ideas to the other members of the Board. In the case of incumbent Directors, these assessments are made based on past experience with a particular Director and, in the case of first-time nominees, these issues are explored during the interview and vetting process described below.   Once the Committee has determined its interest in a potential nominee, it begins discussions with him or her as to his or her willingness to serve on the Board and one or more of the Company’s subsidiary boards and, for first-time nominees, an interview will be conducted. If the nominee is an incumbent Director, the Committee will consider prior Board performance and contributions as described above; in the case of a first-time nominee, the Committee will evaluate its discussions with the candidate, and the Committee may also seek to verify its preliminary assessment of the candidate by discussing his or her particular attributes with other appropriate parties who have had prior professional experiences with him or her. At the conclusion of this process, the Committee will recommend qualified candidates that best meet the Company’s needs to the full Board, which then selects candidates to be nominated for election at the next annual meeting of shareholders. The Committee uses the same process for evaluating all candidates, whether recommended by shareholders, directors or management. To be considered, recommendations of director candidates must be received by the Chairman of the Nominating and Corporate Governance Committee, Tompkins Financial Corporation, P.O. Box 460, Ithaca, NY, 14851, no later than December 1st of the year preceding the annual meeting at which such nominee is proposed to be nominated. The recommendations should include the name, address, and supporting information as to why the candidate should be considered by the committee. The Company encourages all Board members to own at least 2,000 shares of the Company’s common stock, which shares may be accumulated over a period of three years following a Director’s initial election to the Board. Shares held in a rabbi trust as deferred stock compensation for a given Director are included in this calculation.   The Board has adopted a written charter for the Qualified Plans Investment Review Committee.Committee (as used in this paragraph, the “Committee.”) This Committee met twothree times during fiscal 2013,2016, and it is responsible for reviewing and setting the investment goals and objectives of the Tompkins Financial Corporation Retirement Plan, monitoring the performance of the third-party investment manager engaged to invest plan assets, and adjustingoverseeing changes to plan holdings accordingly.holdings.   The Board has adopted a written charter for the Corporate Credit Oversight Committee (as used in this paragraph, the “Committee.”) This Committee met seven times in 2016, and is charged with the general oversight of the commercial, consumer and residential lending mortgage portfolios across the affiliates of the Company. In addition, the Committee will be asked to approve larger commercial relationships in excess of $20 million in borrowings. Director Compensation   It is the general policy of the Board that employee directors are not paid for their service on the Company’s Board of Directors beyond their regular employee compensation. Mr. Hardie, although employed by Tompkins Insurance Agencies as a producer, is not an executive officer of the Company and is therefore compensated for his service on the Board of Directors of the Company, but not for service as a Director of Tompkins Insurance Agencies.   20132016 Director Compensation   Name   Fees Earned or Paid in Cash(1)     Stock Awards(2)     All Other Compensation     Total     Fees Earned or Paid in Cash(1)   Stock Awards(2)   All Other Compensation   Total   ($)   ($)   ($)   ($)     ($)   ($)   ($)   ($) Alexander     —       37,500       —       37,500     —   42,200   —   42,200 Battaglia     —       48,950       —       48,950     —   64,050   —   64,050 Byrnes     75,000       —       —       75,000   Fessenden     44,500       —       —       44,550     24,210   26,690   —   50,900 Gates     42,550       —       —       42,550   Hardie     18,000       —       20,800 (3)     38,800   Fulmer   52,500   —   —   52,500                 Haynes     27,850       16,100       —       43,950     29,500   17,950   —   47,450 Henry     —       33,000       —       33,000     —   42,350   —   42,350 Johnson     38,200       —       —       38,200     41,000   —   —   41,000 Milewski     43,350       —       —       43,350     56,250   —   —   56,250 Parker     32,700       —       —       32,700     36,500   —   —   36,500 Rochon     —       36,700       —       36,700     83,500       —   83,500 Spain, M.     18,000       18,000       —       36,000   Spain, Wm.     34,750       —       —       34,750   Spain   20,000   21,450   —   41,450                 Weber     13,725       23,675       —       37,400     16,725   24,875   —   41,600 Yunker     —       46,700       —       46,700     —   46,350   —   46,350     (1) Amounts disclosed for certain Directors include cash compensation for service on subsidiary boards. For a more detailed discussion of such fees, see “Subsidiary Board Service Compensation” below. (2) The stock awards disclosed here reflect grant date fair value in accordance with ASC Topic 718, and were earned by the Directors and deferred under Tompkins’ Amended and Restated Plan for Eligible Directors of Tompkins Financial Corporation and Wholly-Owned Subsidiaries (the “Retainer Plan”Plan.”). The stock awards under the Retainer Plan are discussed in more detail below under the heading “Timing and Manner of Payment of Director Compensation.“” Dividends are reinvested pursuant to the Company’s Dividend Reinvestment and Stock Purchase and Sale Plan. (3) Represents compensation for Mr. Hardie’s service as a producer for Tompkins Insurance Agencies.   Effective January 1, 2013,2016, the Company’s non-employee Directors were compensated for service on the Board as follows. An annual $13,000$14,500 retainer payable in quarterly installments of $3,250$3,625 each was paid at the beginning of each quarter to non-employee Directors. In addition, non-employee Directors received $1,250$1,400 for each of the four regularly-scheduled Board meetings the Director attended, as well as $750$850 for each Audit/Examining, Compensation, or Nominating and Corporate Governance Committee or Credit Oversight Committee meeting attended and $400$450 for each Qualified Plans Investment Review Committee meeting attended. The Chair of the Audit/Examining Committee received an additional $10,000$11,150 annual fee paid in quarterly installments of $2,500,$2,787.50, and the Chairs of the Compensation, and Nominating and Corporate Governance Committees received an additional $4,000$4,500 annual fee paid in quarterly installments of $1,000.$1,125. The Chair of the Qualified Plans Investment Review Committee received an annual fee of $1,100 paid in quarterly installments of $275. All non-employee Directors’ fees paid for service on the Board arewere paid in cash or, if a valid election was made by the Director prior to January 1, 2013,2016, such Directors’ fees were deferred pursuant to (i) the Retainer Plan or (ii) pursuant to a Deferred Compensation Agreement. In addition to these fees, Directors are eligible to receive equity awards granted pursuant to the Company’s 2009 Equity Plan, though none were issued to Directors during fiscal 2013.2016.   In lieu of any retainer, boardBoard meeting and/or committee fees, an annual retainer was paid in deferred stock to James J. ByrnesThomas R. Rochon in 20132016 for his service as Chairman of the Tompkins Financial Corporation and Tompkins Trust Company BoardsBoard of Directors in the amount of $75,000,$83,500 paid in cash, in quarterly installments of $18,750.$20,875. Effective January 1, 2016, in lieu of any Board meeting and/or committee fees, James W. Fulmer received $52,500 paid in quarterly installments of $13,125 for his service as Vice Chairman of the Board, plus continued use of a Company-owned vehicle and cellular device.   In 2016, the Nominating and Corporate Governance Committee undertook a review of Director compensation. The Committee reviewed total board compensation, individual director compensation, and director compensation practices against industry averages in comparable locations, and determined that a 5% increase was appropriate. Accordingly, effective January 1, 2017, the fees paid to the Company’s non-employee Directors were increased by 5%. Subsidiary Board Service Compensation Any non-employee member of the Company’s Board of Directors who also sits on the Board of Tompkins Bank of Castile received an additional annual $14,200$15,800 Board Retainer Fee paid in quarterly installments of $3,550.$3,950. During 2013,2016, Paul J. Battaglia, Sandra A. Parker, and Craig Yunker sat on the Board of Directors of Tompkins Bank of Castile. Any non-employee member of the Company’s Board of Directors who also sits on the boardBoard of Tompkins Mahopac Bank received an additional annual Board Retainer Fee of $18,000$20,000 paid in quarterly installments of $4,500.$5,000. During 2013, William D. Spain, Jr., James J. Byrnes, and2016, Michael H. Spain sat on the Board of Directors of Tompkins Mahopac Bank. Any non-employee member of the Company’s Board of Directors who also sits on the Board of Tompkins Trust Company received an additional annual $14,200$15,800 Board Retainer Fee paid in quarterly installments of $3,550.$3,950. In addition, non-employee Directors who served on the Trust Committee and/or the Board Loan Committee of Tompkins Trust Company’s Board of Directors received fees of $400$450 per meeting attended, and the Chair of each of those committees received a $1,000$1,100 annual fee paid in quarterly installments of $250$275 at the beginning of each quarter. During 2013, James J. Byrnes,2016, John E. Alexander, Daniel J. Fessenden, Reeder D. Gates, Carl E. Haynes, Susan A. Henry, Patricia A. Johnson and Thomas R. Rochon sat on the Board of Directors of Tompkins Trust Company. Any non-employee member of the Company’s Board of Directors who also sits on the boardBoard of Tompkins VIST Bank received an additional annual $14,200$15,800 Board Retainer Fee paid in quarterly installments of $3,550.$3,950. The VIST Bank Board Chair received an annual fee of $3,150 paid in quarterly installments of $787.50. In addition, non-employee Directors who served on the Board Loan Committee of Tompkins VIST Bank’s Board of Directors received fees of $400$450 per meeting attended.attended, and the Chair of that Committee received a $1,100 annual fee paid in quarterly installments of $275. During 2013,2016, Frank C. Milewski and Alfred J. Weber sat on the Board of Directors of Tompkins VIST Bank. Mr. Hardie, who also sits on the Board of Tompkins Insurance, is not compensated for such service.   Timing and Manner of Payment of Director Compensation All retainer and meeting fees for service on the Company’s Board, as well as service on the Board of Directors of one or more of our subsidiaries, are payable quarterly, either in cash or, if a timely election is made by the Director, in stock pursuant to the Retainer Plan. Non-employee Directors may also elect to receive compensation in deferred cash pursuant to a Deferred Compensation Agreement. If a Director elects to receive deferred stock compensation under the Retainer Plan, his or her fees are transferred to a Rabbi Trust. The trustee acquires shares of common stock pursuant to the Company’s Dividend Reinvestment and Stock Purchase and Sale Plan. A Director has no rights in or to the shares of common stock held in the Rabbi Trust until distribution is made in accordance with the Retainer Plan. An aggregate of 5,9565,724 shares of common stock was acquired by the Rabbi Trust under the Retainer Plan in 20132016 representing boardBoard and committee fees and retainers paid and expensed in 2013.2016. CORPORATE GOVERNANCE MATTERS   Corporate Governance MattersGuidelines   Corporate Governance Guidelines The Board has adopted Corporate Governance Guidelines (the “Guidelines”), which reflect many of the Company’s long-standing practices, in order to strengthen our commitment to corporate governance best practices. A copy of the Guidelines is posted in the “Corporate Governance” section of our website (www.tompkinsfinancial.com). The Guidelines summarize the Company’s corporate governance practices and procedures, and the following issues, in addition to others, are covered in the Guidelines: board size; director independence; chairman independence; director retirement; director resignation following a change in job responsibility; director candidate identification and nomination; director common stock ownership; responsibilities of directors; meeting attendance; executive sessions of independent directors; Board committees; succession planning and management evaluation; director education; failure to receive a majority of votes cast; pledging/hedging policy; and board assessments. Our Nominating and Corporate Governance Committee periodically reviews the Guidelines and, as necessary or appropriate, recommends changes to the Guidelines. Board and Director Assessments   The Board, under the leadership of the Nominating and Corporate Governance Committee, conducts annual self-evaluations to determine whether the Board and its committees are functioning effectively and in the best interests of the Company and its shareholders. Through this process, the Board also assesses Board composition by evaluating the qualifications, skills and experience of the Directors on the Board. As part of this annual self-assessment, Directors are able to provide feedback on the performance of other Directors. A summary of the results of the Board self-assessment and the individual self-assessments are reviewed by the Nominating and Corporate Governance Committee and the Board. Shareholder Communications with Directors Shareholders may communicate with the Company’s Board of Directors by writing to the following address: Board of Directors, Tompkins Financial Corporation, P.O. Box 460, Ithaca, New York 14851. All such communications from shareholders will be reviewed by the Chairman of the Board or the Chairman of the Nominating and Corporate Governance Committee, whoeach of whom is an Independent Director, and, if s/he determines that a communication should be reviewed by the full Board, it will be presented to the Board for review and consideration.   Policy Regarding Director Attendance at Annual Meetings; Annual Meeting Attendance The Board strongly encourages the attendance of all Directors at Annual Meetings. The Annual Meeting of Shareholders for fiscal 20122015 was held on May 20, 20139, 2016 and with the exception of Frank C. Milewski and Sandra A. Parker, all of the Company’s Directors then in office were in attendance.   Code of Ethics The Board has adopted the Tompkins Financial Corporation Code of Ethics for the Chief Executive Officer and Senior Financial OfficerOfficers which applies to the Company’s Chief Executive Officer and Chief Financial Officer (who also serves as our principal accounting officer). A copy of the Code of Ethics is available in the “Corporate Governance” section of the Company’s website (www.tompkinsfinancial.com). The Company will post material amendments to or waivers from the Code of Ethics for the Chief Executive Officer and Senior Financial Officer at this location on its website.   Board Leadership Structure, and Risk Oversight and Director Education Presently, the roles of Chief Executive Officer and Chairman of the Board are separate, as the Board feels this model offers advantages of including additional input and a range of prior experience within our leadership structure. However, no single leadership model is right for the Company at all times, and the Board does not have a policy that these roles will always be separate. The Board recognizes that other leadership models can be appropriate for the Company, given different circumstances.   The Board has an active role, both at the full Board and also at the committee level, in overseeing management of the Company’s risks. The Board regularly reviews information regarding asset quality, capital, securities portfolio, liquidity, operations and other matters, as well as the risks associated with each. The Compensation Committee oversees risks associated with compensation arrangements and the AuditAudit/Examining Committee oversees management of financial risks. The Board’s role in the risk oversight process has not directly impacted its leadership structure.   The Board is committed to ongoing director education. Our Nominating and Corporate Governance Committee maintains a list of pertinent topics, including topics on which our Directors have specifically requested additional information, and a different topic is typically covered at each Board meeting. In addition, Directors connect professional experiences and development or training opportunities from their full-time occupations, where relevant, to their work on the Board. These experiences are shared with fellow Directors. Risk and Influence on Compensation Programs The Board’s Compensation Committee also considers risk and its influence on the Company’s compensation programs. This Committee reviews each compensation element individually and in the aggregate to ensure that the overall compensation program provides a balanced perspective that ultimately aligns pay with performance while also ensuring bonus / incentive programs do not motivate inappropriate risk-taking. Since the bonuses are discretionary, the Committee has the ability to reduce bonus amounts should it be determined that certain actions or practices by the executive officers are promoting unnecessary or excessive risk. Equity award levels and practices are set to foster shared interests between management and shareholders, but are not considered by the Committee to be at levels that would drive inappropriate behavior. In the Committee’s judgment, the compensation policies and practices of the Company do not give rise to material risks.   In addition, we are subject to guidance issued by our primary banking regulators designed to ensure that incentive compensation arrangements at banking organizations appropriately tie rewards to longer-term performance and do not undermine the safety and soundness of the firm or create undue risks to the financial system. This guidance embodies three core principles, which are: (1) incentive compensation arrangements at a banking organization should provide employees incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risks; (2) these arrangements should be compatible with effective controls and risk management, and (3) these arrangements should be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. We believe that our incentive compensation programs are in compliance with this guidance.   Affirmative Determination of Director Independence   A majority of the Board of Directors, and each member of the Audit/Examining Committee, Compensation Committee, and Nominating and Corporate Governance Committee, is independent, as affirmatively determined by the Board, consistent with the criteria established by NYSE MKT LLC and as required by our Bylaws.   The Board has conducted an annual review of director independence for all current nominees for election as Directors and all continuing Directors. During this review, the Board considered transactions and relationships during the preceding three years between each Director or any member of his or her immediate family and the Company, and its executive officers, subsidiaries, affiliates and principal shareholders, including those transactions and relationships described below under “Transactions with Related Persons.” The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the Director is independent.   As a result of this review, the Board affirmatively determined that the Directors identified as “Independent” in the table on Page 3 meet the Company’s standard of independence.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   The following tables set forth certain information, as of March 14, 2014,10, 2017, with respect to the beneficial ownership of our common stock by: (1) each shareholder known by the Company to be the beneficial owner of more than 5% of the Company’s common stock; (2) each Director and nominee; (3) each executive officer named in the Summary Compensation Table, below; and (4) all executive officers and Directors as a group. Except as otherwise indicated, each of the shareholders named below has sole voting and investment power with respect to the outstanding shares of Common Stock beneficially owned.       Common Stock Ownership     Phantom Stock Held in Deferred Trust(1)     Number of Shares Beneficially Owned(2)     Percent of Outstanding Names Shares(2)(3)   Directors, Nominees and Executive Officers                   John E. Alexander+     11,022     32,387 (4)     **   Paul J. Battaglia+     3,246     3,841 (5)     **   David Boyce*     —     41,579 (6)     **   James J. Byrnes++     —     45,036       **   Daniel J. Fessenden+     1,592     1,178       **   Robert D. Davis*     —     9,306 (7)     **   Francis M. Fetsko*     —     26,466 (8)     **   James W. Fulmer*+     —     126,217 (9)     **   Reeder D. Gates++     5,783     126,500 (10)         James R. Hardie+     1,572     65,743 (11)     **   Carl E. Haynes+     5,594     4,958       **   Susan A. Henry+     3,317     1,136       **   Patricia A. Johnson+     2,564     116       **   Frank C. Milewski+     —     17,449       **   Sandra A. Parker+     —     2,620       **   Thomas R. Rochon+     4,378     234 (12)     **   Stephen S. Romaine*,+     —     70,633 (13)     **   Michael H. Spain+     4,605     470,080 (14)     3.17% William D. Spain, Jr.+     2,542     465,893 (15)     3.14% Alfred J. Weber+     828     10,788       **   Craig Yunker+     8,372     13,814       **   All Directors and executive officers as a group (25 persons)     —     1,225,199       8.16% Common Stock Ownership   Directors, Nominees and Executive Officers   Phantom Stock Held in Deferred Trust(1)     Shares of Common Stock Beneficially Owned(2)     Percent of Class(2)(3)   John E. Alexander++     14,210       43,642 (4)     **   Paul J. Battaglia++     6,771       4,210 (5)     **   David Boyce*     —       30,592 (6)     **   Daniel J. Fessenden++     2,739       1,279       **   Francis M. Fetsko*     —       34,842 (7)     **   James W. Fulmer++     —       85,549 (8)     **   Scott Gruber*     —       17,882 (9)     **   Gregory J. Hartz*     —       34,650 (10)     **   Carl E. Haynes+     7,074       5,416       **   Susan A. Henry++     5,749       1,240       **   Patricia A. Johnson++     2,802       127       **   Frank C. Milewski++     —       17,886       **   Sandra A. Parker+     —       2,884       **   Thomas R. Rochon++     9,202       235 (11)     **   Stephen S. Romaine*++     —       111,754 (12)     **   Michael H. Spain++     6,159       175,584 (13)     1.16 % Alfred J. Weber++     2,252       10,789       **   Craig Yunker++     8,466       18,304       **   All Directors and executive officers as a group (23 persons)     65,424       695,539       4.56 % * Named Executive Officer + Currently a Director of the Company ++ Currently a Director of the Company and a Director Nominee ++ Currently a Director of the Company ** Less than 1 percent   (1) Each share of phantom stock is the economic equivalent of one share of common stock. Phantom stock represents deferred stock compensation under the Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries (the “Retainer Plan”Plan.”). These shares are held in a deferred trust account (the “Rabbi Trust”) pending distribution upon the occurrence of certain events specified in the Retainer Plan. The reporting personDirector has no voting or investment power over the shares prior to such distribution. The shares of Common Stockcommon stock held in deferred trust accounts for non-employee Directors are voted by Tompkins Trust Company (the “Trust Company”) as trustee of the Rabbi Trust. (2) Does not include shares of Phantom Stockphantom stock held in the Rabbi Trust.   (3) The number of shares beneficially owned by each person or group as of March 14, 2014,10, 2017, includes shares of common stock that such person or group had the right to acquire on or within 60 days after March 14, 2014,10, 2017, including, but not limited to, upon the exercise of options. For each individual and group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the 14,825,56415,255,611 shares of common stock outstanding and entitled to vote on March 14, 201410, 2017 plus the number of shares of common stock that such person or group had the right to acquire on or within 60 days after March 14, 2014.10, 2017. The percentages listed in this column do not include shares acquired pursuant to the Retainer Plan and held in the Rabbi Trust; directorsDirectors have no voting or investment power with respect to such shares. For a more detailed discussion of the Retainer Plan, refer to “Timing and Manner of Payment ofDirector Compensation,” Page 11.10. For a description of the vesting provisions for the restricted stock referenced in the footnotes below, see the “2013“2016 Outstanding Equity Awards at Fiscal Year-End” table, below. (4) Includes 505551 shares owned by Mr. Alexander’s spouse. (5) Shares owned by Mr. Battaglia’s spouse. (6) Includes 1,9182,678 shares held in the Company’s Employee Stock Ownership and Investment & Stock Ownership Plans, 4,2306,999 shares of restricted stock, and 25,5344,089 shares that Mr. Boyce may acquire by exercise of options exercisable at March 14, 201410, 2017 or within 60 days thereafter. (7) Includes 245 shares held in the Company’s Investment & Stock Ownership Plan. (8) Includes 6,0857,808 shares held in the Company’s Employee Stock Ownership and Investment & Stock Ownership Plans, 4,2306,999 shares of restricted stock, and 10,0396,020 shares that Mr. Fetsko may acquire by exercise of options exercisable at March 14, 201410, 2017 or within 60 days thereafter. (9)(8) Includes 10,21628,156 shares held by Mr. Fulmer’s spouse. (9) Includes 3,039 shares held in the Company’s Employee Stock Ownership Plan, 4,230and Investment & Stock Ownership Plans, 6,471 shares of restricted stock, 28,155 shares owned by Mr. Fulmer’s spouse, and 27,9534,005 shares that Mr. FulmerGruber may acquire by exercise of options exercisable at March 14, 201410, 2017 or within 60 days thereafter. (10) Includes 3,200 shares owned by Mr. Gates’ spouse. (11) Includes 7436,192 shares held in the Company’s Employee Stock Ownership Plan.and Investment & Stock Ownership Plans, 6,999 shares of restricted stock, and 4,099 shares that Mr. Hartz may acquire by exercise of options exercisable at March 10, 2017 or within 60 days thereafter. (12)(11) Includes 1012 shares owned by Dr. Rochon’s spouse as Custodian for each of their two sons. (13)(12) Includes 8,65311,778 shares held in the Company’s Employee Stock Ownership and Investment & Stock Ownership Plans, 8,60914,846 shares of restricted stock, and 55,63156,220 shares that Mr. Romaine may acquire by exercise of options exercisable at March 14, 201410, 2017 or within 60 days thereafter. (14)(13) Includes 420,707 shares of Common Stock held by W. D. Spain & Sons Limited Partnership, of which Mr. Michael Spain is a General Partner and shares voting and investment control. Mr. Spain disclaims beneficialSpain’s indirect ownership of all42,071 shares of Common Stock owned by W. D. Spain & Sons Limited Partnership, except to the extent of 84,140 shares which represent his indirect pecuniary interest, through his ownership of 20% of W. D. Spain & Sons Limited Partnership. (15) Includes 420,707 shares of Common Stock held by W. D. Spain & Sons Limited Partnership, of which Mr. William Spain, Jr. is a General Partner and shares voting and investment control. Mr. Spain disclaims beneficial ownership of all shares of Common Stock owned by W. D. Spain & Sons Limited Partnership, except to the extent of 84,140 shares which represent his indirect pecuniary interest, through his ownership of 20% of W. D. Spain & Sons Limited Partnership.as Trustee for Christina Bass Spain.   As of March 14, 2014, other than as listed in the Common Stock Ownership table above,10, 2017, no person or group was known by the Company to be the beneficial owner of more than 5% of the outstanding shares of the Company’s common stock, except as follows:   Name and Address of Beneficial Owner   Phantom Stock Held in Deferred Trust     Shares of Common Stock Beneficially Owned     Percent of Class   Tompkins Trust Company in the fiduciary capacity indicated:(1)                              Executor, Trustee or Co-Trustee       753,473(2)             5.08%   Agent or Custodian     754,166(3)             5.09%   Tompkins Trust Company in the fiduciary capacity indicated (Plan shares held in custody by Prudential Investment)                                    5.23%   Trustee for the Tompkins Financial Employee Stock Ownership and Investment & Stock Ownership Plans     774,848(4)               BlackRock, Inc.(5) 40 East 52nd Street, New York, NY 10022             1,208,554       8.2%   Name and Address of Beneficial Owner   Phantom Stock Held in Deferred Trust     Shares of Common Stock Beneficially Owned     Percent of Class   Tompkins Trust Company in the fiduciary capacity indicated:(1)                         Executor, Trustee or Co-Trustee     699,152 (2)             4.58 % Agent or Custodian     780,670 (3)             5.12 %                           Tompkins Trust Company in the fiduciary capacity indicated (Plan shares held in custody by Prudential Investment)     801,073 (4)             5.25 % Trustee for the Tompkins Financial Employee Stock Ownership Defined Contribution and Investment & Stock Ownership Plans                                                   BlackRock, Inc.(5)             1,509,832       10.0 % 40 East 52nd Street, New York, NY 10022                                                   The Vanguard Group(6)             1,306,071       8.67 % 100 Vanguard Blvd., Malvern, PA 19355                                                   FMR LLC(7)             882,169       5.859 % 245 Summer Street, Boston, MA 02210                             (1) The Trust Company’s address is P.O. Box 460, Ithaca, New York, 14851. (2) Represents shares held in a fiduciary capacity as executor, trustee or co-trustee. Where the Trust Company is sole executor or trustee, such shares, generally, will be voted only if the legal instrument provides for voting the stock at the direction of the donor or a beneficiary and such direction is in fact received. When acting in a co-fiduciary capacity, such shares will be voted by the co-fiduciary or fiduciaries in the same manner as if the co-fiduciary or fiduciaries were the sole fiduciary. (3) Represents shares held as agent or custodian with the voting power retained by the owner. (4) Represents shares held and administered by Prudential Investment Management Services, LLC, of which 567,676595,890 shares, or 3.83%3.91% of the outstanding shares (calculated as described above), are held by the Company’s Employee Stock Ownership PlanPlan; and 207,172204,597 shares, or 1.40%1.34% of the outstanding shares (calculated as described above), are held by the Company’s Investment & Stock Ownership Plan. All such shares have been allocated to participant accounts. Individual plan participants are entitled to vote these shares, and as a result these shares are not voted by the Trust Company, which serves as Trustee for these plans. (5) This information is based on a Schedule 13G/A filed by BlackRock, Inc. for itself and on behalf of its subsidiaries named therein on January 30, 2014.9, 2017 (reporting sole voting power with respect to 1,479,904 shares and sole investment power with respect to 1,509,832 shares).   (6) This information is based on a Schedule 13G/A filed by The Vanguard Group for itself and on behalf of its subsidiaries named therein on February 10, 2017 (reporting sole voting power with respect to 16,559 shares, shared voting power with respect to 878 shares, sole investment power with respect to 1,289,334 shares, and shared investment power with respect to 16,737 shares). (7) This information is based on a Schedule 13G filed by FMR LLC on February 14, 2017 reporting sole investment power with respect to 882,169 shares. EXECUTIVE COMPENSATION   COMPENSATION DISCUSSION AND ANALYSIS   Overview It is the position of the Compensation Committee and the Board of Directors that Tompkins Financial Corporation has long operated within the spirit of the guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act and other recently enacted regulations. Management and the Board have been careful to avoid many of the risks of incentive programs, choosing to reward proven results on a discretionary basis as opposed to tying payments to any particular metric. The result is that no individual or group is incentivized to take unnecessary risk with respect to a customer, the organization or our shareholders. We believe that these efforts are supported by an effective risk management system and strong corporate governance.   The CompanyBoard of Directors has delegated to the Compensation Committee (the “Committee”) the responsibility for determining or recommending to the fullIndependent Directors of the Board the compensation of the Company’s executive officers, including the executive officers identified in the Summary Compensation Table (the “Named Executive Officers”).   The Company has continued to exhibit strong recent financial performance relative to its peer group. In recognition of Company financial performance and the contributions made by the Named Executive Officers in 2012 - 20132016-2017 the following compensation actions were approved:   •● Merit Increases.Effective April 2013,2016, most of the Company’s executives received salary rate increases, including all of the Named Executive Officers, other than Mr. Davis who retired on December 31, 2013.Officers.   •● Cash Bonuses.In February 20132016 and 2014,2017, cash bonus awards were paid to many senior officers of the Company, including all of the Named Executive Officers, other than Mr. Davis.Officers.   •● Long-Term Equity-Based Awards.The Committee uses discretion in determining the frequency of awards and has generally consideredconsiders awards every 18 to 2412 months. In May 2013,November 2016, a number of executives received long-term equity-basedequity based awards. Among thatthis group were the Named Executive Officers (other than Mr. Davis) who received stock-settled stock appreciation rights (SARs) and shares of restricted stock. • Stock Awards for Successful VIST Integration.The Committee approved a stock award in October 2013 which was based on the successful integration of the VIST Financial business into our Company. This stock award was not subject to vesting or forfeiture, and the recipients included all of the Named Executive Officers, other than Mr. Davis.   These decisions as well as the Committee’s process in making compensation recommendations are described below.   It should be noted that Mr. Davis retired as the CEO of Tompkins VIST Bank on December 31, 2013, in accordance with the Company’s transition plan for the management of Tompkins VIST Bank. Accordingly, Mr. Davis was not considered for, nor did he receive, a merit increase, cash bonus or any equity compensation during 2013. Compensation Philosophy and Objectives The primary goal of the Committee is to offer executive compensation that is fair and reasonable, consistent with the Company’s size and the compensation practices of the financial services industry generally. Key objectives of the compensation package are to attract, develop, and retain high caliber executives who are capable of maximizing the Company’s performance over the long-term for the benefit of its shareholders. The Committee rewards long-term value creation, and avoids an emphasis on short-term metrics, such as annual fluctuations in our stock price. The Board and the Committee maintain full discretion over the components and payment of compensation in order to preserve the flexibility necessary to ensure the Board’s ability to act in the Company’s best interests.   Tax and Accounting Considerations The accounting and tax treatment of compensation generally has not been a significant factor in determining the amounts of compensation for our executive officers. However, the Compensation Committee and management have considered the accounting and tax impact of various program designs to balance the potential cost to the Company with the benefit/value to the executive.   Section 162(m) of the Internal Revenue Code generally denies publicly-held corporations a federal income tax deduction for compensation exceeding $1,000,000 paid to the chief executive officerChief Executive Officer or any of the three other highest paid executive officers (other than the chief financial officer)Chief Financial Officer), excluding performance-based compensation. Through December 31, 2013,2016, this provision has not limited the Company’s ability to deduct executive compensation. The Committee will continue to monitor the potential impact of Section 162(m) on the Company’s ability to deduct executive compensation, and in particular, will review the effect of recent Internal Revenue Service rulings related to performance-based compensation in change-in-control situations.compensation. The 2009 Equity Plan has been designed and is intended to be administered, in a manner that will enableenables the Company to grant performance-based awards, which are intended to allow the Company to deduct compensation attributable to options and certain othersuch performance-based awards thereunder, without regard to the deduction limitation established by Section 162(m).   While the tax impact of any compensation arrangement is one factor to be considered, that impact is evaluated in light of the Committee’s overall compensation philosophy and objectives. One of the Committee’s goals is to maximize the deductibility of executive compensation. However, the Committee retains the discretion to compensate officers in a manner commensurate with performance and the competitive environment for executive talent. Accordingly, the Committee may award compensation to the executive officers that is not fully deductible if it determines the compensation is consistent with its philosophy and is in the Company’s and its shareholders’ best interests. Section 409A of the Internal Revenue Code generally changes the tax rules that affect most forms of deferred compensation that were not earned and vested prior to 2005, and imposes an additional tax on certain forms of deferred compensation. The Committee takes Section 409A into account in determining the form and timing of compensation paid to the Company’s executives.   The Company values equity incentive awards under FASB ASC Topic 718. More information regarding the application of ASC Topic 718 by the Company may be found in Note 1513 (Stock Plans and Stock Based Compensation) to the Company’s audited financial statements filed with the SEC in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.2016.   Compensation Committee and Process Role of the Compensation Committee, Management, and Consultants The Committee is responsible for general oversight of personnel policies for the Company and its subsidiaries, including review and administration of: non-qualified deferred compensation; retirement and supplemental executive retirement plans; long-term equity compensation; and executive compensation plans. Each of the members of this Committee is an “Independent Director” as defined in Section 803A of the NYSE MKT LLC Company Guide, and also meets the heightened independence standards for compensation committee members set forth in NYSE MKT Rule 805(c). The Independent Directors, under the leadership of our independent Chairman, are responsible for establishing the annual performance goals and objectives of the Chief Executive Officer and evaluating his performance in light of such goals and objectives. The Committee makes determinations or recommends to the Board actionsrecommendations concerning the compensation of executive officersour Chief Executive Officer, and Company compensation programs. Tasks outlinedthose recommendations are reviewed and approved by the Compensationour Independent Directors. The Committee Charter include, but are not limited to, the following: reviewingreviews the competitiveness of the Company’s compensation programs; reviewingprograms and approving annual performance goals and objectives; and evaluating the Chief Executive Officer’s and other executive officers’ performance as it relates to these goals. The Committee supportsalso oversees the succession planning process in consultation withfor executive officers, other than the Chief Executive Officer.Officer, for whom succession planning is conducted at the full Board level. The Committee also discusses and considers the results of the shareholders’ non-binding vote on say-on-pay. As permitted by law and by the rules of the NYSE MKT LLC, the Committee may delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.   Executive officers do not play a role in determining their own compensation decisions, but they are called on to make recommendations concerning those individuals that report to them.   The Committee also has the authority to retain such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions. In 20132015 the Committee retained the services of Mosteller & Associates (“Mosteller”) to conduct aprovide benchmark data from our peer group selection study. This study has identified financial services organizations similarregarding the compensation of their chief executive officers, which data was considered in establishing 2016 compensation for the Company’s Chief Executive Officer. In July 2016 the Committee retained Willis Towers Watson (WTW) to Tompkins to be utilized1) review drafts of the Amended SERPs from both a plan design and a legal perspective, while outlining advantages and disadvantages from the viewpoint of the Company and the Executive, 2) review the designs of the New DB SERPs and New DC SERPs in light of the pension plan freeze and its impact on the offset calculation in the original SERPs, and 3) discuss other potential plan design options. The WTW analysis was carefully considered by the Committee in the development of the SERP programs for comparison purposes for executive compensation.the Named Executive Officers.   The CompanyCommittee has assessed the independence of Mosteller and WTW (referred to together as the “Compensation Consultants”) pursuant to SEC rules and exchange requirements, and has concluded that no conflict of interest exists that would prevent Mosteller fromimpair the Compensation Consultants’ ability to independently representingrepresent the Compensation Committee. The Company made this determination based on its receipt of representations from Mostellerthe Compensation Consultants addressing the independence of Mosteller, and the Mosteller consultantsCompensation Consultants, including their employees involved in the engagement, which addressed the following factors: (1) other services provided to us by Mosteller;the Compensation Consultants; (2) fees paid by usthe Company as a percentage of Mosteller’sthe Compensation Consultants’ total revenue, which were less than 1% of Mosteller’seach of the Compensation Consultant’s total revenue; (3) policies and procedures maintained by Mostellerthe Compensation Consultants that are designed to prevent a conflict of interest, a copy of which was provided for our review;interest; (4) the absence of any business or personal relationships between the Mosteller consultantsCompensation Consultants, including their employees involved in the engagement, and any member of the Compensation Committee; (5) the fact that no Company stock is owned by Mostellerthe Compensation Consultants or any of its consultants;their employees involved in the engagement; and (6) the absence of any business or personal relationships between our executive officers and the Mosteller consultants.Compensation Consultants. In addition, the Company confirmed the content of Mosteller’sthe Compensation Consultants’ responses to items (4) and (6) above directly with the Company’s directors and executive officers.   Process of Determining Named Executive Officer Compensation In furtherance of its objective to attract, develop and retain high caliber executives who are capable of maximizing the Company’s performance for the benefit of its shareholders, the Committee periodically compares its compensation levels, practices, and financial performance to survey and publicly available data for a group of banking institutions of similar size, geographic market or structure. In years when a compensation consultant has been retained for this purpose, the committee utilizes the peer group identified by the consultant.   Toward that end, the Committee utilized information from the publicly filed proxy statements of the following companies when considering the compensation of its Chief Executive Officer and the other Named Executive Officers:Officers.   Arrow Financial Corporation Old National Penn Bancshares,Bancorp Berkshire Hills Bancorp, Inc. Park National Corporation Bryn Mawr Bank Corporation NBT Bancorp Inc.Provident Financial Services Camden National Corporation Old NationalS&T Bancorp, Inc. Community Bank System, Inc. Park National Corporation Financial Institutions, Inc. S&T Bancorp, Inc. First BanCorp. SunSandy Spring Bancorp, Inc. First Commonwealth Financial Corp. United Community Banks, Inc.TowneBank Hudson Valley HoldingIndependent Bank Corp. Union First Market Bankshares Corporation National Penn Bancshares, Inc* Univest Corp. of Pennsylvania NBT Bancorp Inc. Washington Trust Bancorp, Inc. Lakeland Bancorp,Northwest Bancshares, Inc. WSFS Financial Corp. *In 2016, National Penn Merged with BB&T; the original proxy peer group recommended by Mosteller also included Hudson Valley Holding Corp., which has since merged out of existence, and thus is not reflected in this chart.   The above list of peer companies was modified from the peer group used duringresult of the 2012 compensation process to eliminate organizations that were acquired in 2013. As discussed earlier, during 2013 the Committee engaged Mosteller & Associates to conduct an independent peer group selection study the Committee engaged Mosteller to perform in 2014, the results of which were used to guide compensation decisions in 2016. Mosteller selected this peer group by identifying organizations that were comparable to the Company in asset size, demographics, lines of business, and corporate performance measures. The results of the Mosteller & Associates study will be used when considering executive compensation during 2014.above list has been modified to reflect mergers and acquisitions that took place in 2016.   The Committee believes that a certain level of discretion is appropriate in determining the Named Executive Officers’ compensation. Information from comparative groups is only one factor in the Committee’s assessment of appropriate compensation levels, policies, and practices. The Committee does not have a formal policy of targeting a certain percentile of the market data or using market data to establish the mix of compensation (including the allocation between cash and non-cash compensation and short and long-term equity compensation). The Committee also does not have a formal policy regarding the relationship between compensation levels provided to the Chief Executive Officer and other Named Executive Officers. Presently, there is not a generally accepted calculation methodology for realizable pay, nor has such disclosure been mandated. Because many different metrics currently exist, creating substantial differences in how these measures are calculated and reported by different companies, the Committee has determined not to provide realizable pay calculations at this time.   For fiscal 2013,2016, the Committee considered a number of quantitative and qualitative performance factors to evaluate the performance of its executive officers, including its Chief Executive Officer. The 20122015 annual performance factors were considered for the purpose of determining 20132016 merit increases while the 20132016 annual performance factors were used to determine executive bonuses earned for 20132016 and paid in 2014.2017. The factors considered for fiscal 20132016 compensation were:   · The Company’s net income as compared to the Company’s internal targets (in thousands of dollars) The Company’s net income as compared         Actual     Target     % Variance   to the Company’s internal targets (in     2016       59,340       55,918       6.12% thousands of dollars):     2015       58,421       56,330       3.70%       Actual     Plan     % Change   2013   $ 50,856     $ 50,430       0.8 % 2012   $ 31,285     $ 36,326       -13.9 %   · Increases in earnings per share (diluted EPS) Increases in earnings per share             Actual       % Change from prior year     (diluted EPS):     2016       3.91%     1.03%         2015       3.87%     11.20%         Plan     % Change   2013     3.46       42.4 % 2012     2.43       -24.1 %   · The Company’s return on assets (ROA), as ranked in the Federal Reserve Bank Holding Company Performance Report for its peer group The Company’s return on assets (ROA),         Actual     Ranking     as ranked in the Federal Reserve Bank     2016       1.01%       51st percentile     Holding Company Performance Report for     2015       1.07%       65th percentile     its peer group as of December 31st:                                 Actual     Ranking   2013     1.03 %     53rd percentile   2012     0.76 %     35th percentile     · The Company’s total return as compared to KBW Regional Banking Index over the following time periods (Annual Equivalent), as of December 31, 2013 The Company’s total return as compared         1 Year     5 Year     10 Year   to KBW Regional Banking Index over the     TMP       68.43%       23.66%       12.20% following time periods (Annual Equivalent),     KBW       37.05%     20.20%       3.54%   as of December 31, 2016:                                       1 Year     5 Year     10 Year   TMP     34.24 %     2.97 %     7.35 % KBW     46.85 %     8.14 %     2.21 %   · The Company’s return on equity (ROE), as ranked in the Federal Reserve Bank Holding Company Performance Report for its peer group     Actual     Ranking   2013     11.47 %     73rd percentile   2012     8.30 %     74th percentile   The Company’s return on equity (ROE), as         Actual     Ranking     ranked in the Federal Reserve Bank     2016       10.85%     72nd percentile     Holding Company (Performance Report for     2015       11.51%     83rd percentile     its peer group):                             The Committee believes that the total compensation provided to the Company’s executive officers is competitive, and that the Company’s compensation practices for fiscal 20132016 were appropriate.   Consideration of Say-on-Pay Results In 2011, the Company’s shareholders determinedapproved, on an advisory basis, the option to hold an advisory vote on executive compensation every three years. Therefore, you are being asked to provide anThis advisory vote on executive compensation was most recently held in 2014, and the shareholders adopted a resolution approving, on an advisory basis, the executive compensation practices described above.paid to our Named Executive Officers by an affirmative vote in excess of the majority percentage required. Because yourthe vote iswas advisory, it willwas not be binding upon the Board or Committee; however, the Committee values the input of our Shareholdersshareholders and will taketook into account the outcome of the vote when considering future2016 executive compensation arrangements. At the Annual Meeting, shareholders are again being asked to approve, on an advisory basis, the executive compensation paid to our Named Executive Officers. See “Proposal No. 2 – Advisory Vote on Executive Compensation”, below.   Components of Compensation The major components of the Company’s executive officer compensation are: (i) base salary, (ii) annual bonus, (iii) long-term, equity-based awards, and (iv) retirement and other benefits.   Base Salary. The Company’s base salary program is designed to recognize the roles and responsibilities of executive officers’ positions and their performance in those roles. The Committee annually reviews the salaries of the Company’s executives. When setting base salary levels for recommendation to the fullIndependent Directors on the Board, the Committee considers (a) competitive market conditions for executive compensation, (b) the Company’s performance and (c) the individual’s performance. The Company’s performance is measured by the Company’s strategic and financial performance in the fiscal year, with particular emphasis on earnings per share growth and return on shareholders’ equity for the year. Although the Committee considers year-to-year changes in stock price in its evaluation of overall Company performance, the Committee does not emphasizeuse this criterion on an individual level because the Committee does not believe that short-term fluctuations in stock price necessarily reflect the underlying strength or future prospects of the Company. Individual performance is measured by the strategic and financial performance of the particular executive officer’s operational responsibility in comparison to targeted performance criteria.   The Company maintains a common anniversary date for the merit review process, and related increases in compensation rates occur in April. Following an analysis of the factors described in the preceding paragraph, most of the Company’s executives received salary rate increases at this time, including all of the Named Executive Officers (other than Mr. Davis).Officers. Mr. Romaine’s annual salary rate was increased to $513,600$585,000 representing an increase of 7.0%4.5%. Messrs. Fulmer, Fetsko, Gruber, Boyce and BoyceHartz received annual salary rate increases to $319,000$340,000 (+3.5%4.3%), $300,000$337,500 (+3.5%4.0%), $309,000 (+3.0%), and $278,200$277,700 (+3.0%4.0%) respectively. Mr. Davis annual salary rate remained at $400,000.   Annual Bonus. The Company chooses to pay annual cash bonuses in order to motivate executives to work effectively to achieve the Company’s financial performance objectives and to reward them if objectives are met. The Board maintains full discretion in the payment of bonuses in order to preserve the flexibility necessary to ensure its ability to act in the Company’s best interests. In determining annual bonus amounts, the Committee rewards long-term value creation, and avoids emphasis on short-term metrics, such as annual fluctuations in our stock price. The Compensation Committee considers a number of quantitative and qualitative performance factors to evaluate the performance of the Named Executive Officers. These performance factors include, but are not limited to: (i) achievement of individual goals; (ii) contribution to business unit results; and (iii) contribution to corporate results measured by (a) the Company’s net income as compared to the Company’s internal targets, (b) increases in earnings per share of the Company’s common stock for the latest 12 months, (c) the Company’s return on assets, as ranked in the Federal Reserve Bank Holding Company Performance Report (Peer Group percentile), (d) increases in the Company’s stock price over 12 months, and (e)(d) the Company’s return on equity, as ranked in the Federal Reserve Bank Holding Company Performance Report (Peer Group percentile). In February 2014,2017, bonus awards were paid to several executives of the Company, including all of the Named Executive Officers with the exception of Mr. Davis.Officers. These bonus awards were reflective of individual performance and the performance of the Company in 2013.2016. Mr. Romaine received a bonus of $200,000$225,000 and Messrs. Fulmer, Fetsko, Gruber, Boyce and BoyceHartz received bonuses of $93,300, $85,100,$98,400, $96,200, $87,100, and $80,900$79,100 respectively.   Long-Term, Equity-Based Awards. The Company chooses to award equity-based compensation in the form of stock options, stock-settled stock appreciation rights and restricted stock because such grants (1) align executive interests with shareholder interests by creating a direct link between compensation and shareholder return, (2) give executives a significant, long-term interest in the Company’s success and (3) help retain key executives in a competitive market for executive talent. While the Committee recognizes that the executives of the Company can exert very little influence on short-term fluctuations in stock price, the Committee does believe that long-term stock price appreciation reflects achievement of strategic goals and objectives. Equity awards are granted based on the performance of the individual executive and his or her anticipated contribution to the achievement of the Company’s strategic goals and objectives. The Committee has traditionally authorized grants vesting over five or more years to encourage retention of executives. This practice means that at any time there are a significant number of awards granted that are not vested and therefore not exercisable and/or transferable.   The Tompkins Financial Corporation 2009 Equity Plan, which was approved by shareholders, gives the Company flexibility in the types of equity grants awarded in order to align executive and shareholder interests. A total of 922,0001,602,000 shares were reservedhave been authorized for issuance under the 2009 Equity Plan of which 636,510 have been issued(as amended with shareholder approval in 2016). Of this amount, 773,707 remain available for granting as of December 31, 2016. Under this Plan, the dateCommittee may also award shares of this proxy statement. In addition, executives may receive the Company’s common stock through the profit sharing component of the Tompkins Financial Corporation Employee Stock Ownership Plan. For a more detailed discussion of the profit sharing component, and other deferred compensation and retirement plans, please see the text accompanying the tables following this section.   The Committee uses discretion in determining the frequency and level of awards. Generally, the Committee will consider market data, the Company’s financial performance, and individuals’ performance before deciding whether an award should be made and the number of shares to be granted. The Committee is careful to grantgrants equity-based compensation only at times when participants are not in possession of material non-public information. In May 2013,November 2016, a number of executives received long-term equity-based awards. Among that group were the Named Executive Officers, with the exception of Mr. Davis, who each received stock-settled stock appreciation rights (SARs)SARs and shares of restricted stock. Stock Settled SARSSARs are a right to receive compensation in shares of Company stock equal to the difference between “grant price” and the fair market value of our common stock at the time the right is exercised. In 2016, Mr. Romaine received Stock Settled SARs for 4,5521,735 shares and 5,4622,610 shares of restricted stock, and Messrs. Fulmer, Fetsko, Gruber, Boyce and BoyceHartz each received Stock Settled SARs for 2,297802 shares and 2,7571,207 shares of restricted stock. Mr. Davis was not granted any long-term equity-based awards. More information about the terms and conditions of these grants is available in the “Long-Term Equity-Based Award” tables.“Grants of Plan-Based Awards” table and related narrative.   Stock Awards for Successful VIST Integration.The Committee approved a stock award in October 2013 which was based on the successful integration of the VIST Financial business into our Company. This stock award was not subject to vesting or forfeiture, and the recipients included all of the Named Executive Officers, other than Mr. Davis. Following the Compensation Committee’s review of the full-year financial results, an equal award was approved and granted in February 2014. The October 2013 grant is included in the Summary Compensation Table below, and the February 2014 grant will be included in the Summary Compensation Table for 2014. Retirement and Other Benefits.   Retirement Plans. The Company maintains several retirement programs that are designed to assist Company employees with their long-term retirement planning. Substantially all Company employees, including the Named Executive Officers, are eligible to participate in the Investment & Stock Ownership (401(k)) Plan (the “ISOP”) and the Employee Stock Ownership Plan.Plan (the “ESOP”). The Committee believes that, in addition to providing retirement income, these plans have the added benefit of linking compensation to the Company’s stock performance. The Company also maintains defined contribution and defined benefit pension plans.   Named Executive Officers may also participate in a non-qualified deferred compensation plan and all of our Named Executive Officers are parties to Supplemental Executive Retirement Plan (SERP) Agreements with the Company (other than Mr. Davis).Company. These plans provide retirement income that may be limited in the qualified plans due to IRS limitations or are intended to provide additional retirement benefits. The Committee believes that the plans and the level of benefits that are provided are appropriate to promote retention and to recognize and reward long-term service to the Company.   For more information regarding these plans, please refer to the narrative accompanying the “Pension Benefit” and “2013“2016 Non-Qualified Deferred Compensation” tables on pages 2829 and 33,36, respectively, in this proxy statement.Proxy Statement. Information regarding SERP benefits is explained under “Potential Payments upon Termination or Change in Control.”   Life Insurance Benefits. As a part of its comprehensive and competitive approach to compensation, the Company provides life insurance benefits to certain officers of the Company, including all of the Named Executive Officers, with respect to which the Company has entered into life insurance contracts. These insurance contracts are carried at cash surrender value on the Company’s consolidated statements of financial condition. Increases in the cash surrender value of the insurance are reflected as noninterest income, and the related mortality expense is recognized as other employee benefits expense, in the Company’s consolidated statements of income. The value of premiums paid with respect to such life insurance on behalf of the Named Executive Officers areis included as “All Other Compensation” in the Summary Compensation Table.   Post-Retirement Life Insurance and Medical Insurance. The Company offers post-retirement life insurance coverage to employees who have worked for the Company for 10 or more years and who retire at or after age 55. All of the Named Executive Officers are entitled to receive life insurance coverage under this policy. Additionally, Tompkins Trust Company historically offered post-retirement medical coverage to certain employees. Retiree medical insurance subsidized by the Company has been eliminated for new hires after December 31, 2004. The current Tompkins Trust Company retirees and active eligible employees (at least 55 years of age and 10 years of service as of December 31, 2004) are a “grandfathered group” and as such continue to receive a portion of the premium cost of their retiree medical insurance from the Company. There is currently a $3,000 annual cap on the employer payments. None of the Named Executive Officers are part of the “grandfathered group” eligible to receive these premium contributions in retirement.   Perquisites. Perquisites for the Named Executive Officers are limited to personal use of a Company-owned vehicle. The Committee believes that this limited benefit assists the Named Executive Officers in the performance of their duties by providing convenience in light of the significant demands on our Named Executive Officers’ time, including frequent car travel on business.   Termination of Employment and Change-in-Control Arrangements. The Company does not have employment contracts with the Named Executive Officers. However, the Company is obligated to provide certain payments to the Named Executive Officers upon termination as part of their Supplemental Executive Retirement Plan (SERP) Agreements. Some of these agreements contain severance provisions carried over from previous agreements with acquired companies. In addition, under the Company’s equity incentive plans, outstanding unvested equity awards may fully vest if a Named Executive Officer is terminated in connection with a change of control of the Company. SERP payments, accelerated vesting of equity awards and other benefits due upon termination are explained under the “Potential Payments upon Termination or Change in Control” section of this proxy statement.Proxy Statement. These payments/benefits are subject to a “double trigger” as described in greater detail under that section as well.   Compensation Recovery Policies   The Compensation Committee intends to formulate a compensation recovery policy once regulatory guidance is issued on this topic.   Compensation Committee Report   The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that it be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.   The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” with the management of the Company. Based on the Compensation Committee’s review and discussion, the Committee recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement and incorporated by reference into the Company’s 20132016 Annual Report on Form 10-K.   Members of the Compensation Committee:   Craig Yunker, Chair   Thomas R. Rochon   Sandra A. Parker   John E. Alexander Compensation Committee Interlocks and Insider Participation   The members of the Company’s Compensation Committee are identified above under “Compensation Committee Report.” No member of the Compensation Committee was during fiscal 20132016 or before an officer or employee of the Company or any of the Company’s subsidiaries, or had any relationship requiring disclosure under “Transactions with Related Persons” in this proxy statement. NoProxy Statement. During 2016, no executive officer of the Company has served on the board of directors or compensation committee of any other entity, one of whose executive officers served as a member of the Company’s Board of Directors or the Compensation Committee during fiscal 2013.Committee.   2013 2016 Summary Compensation Table The following table sets forth information concerning the total compensation earned by the Company’s Chief Executive Officer and Chief Financial Officer and the next three most highly-compensated executive officers of the Company in the fiscal year ended December 31, 2013.2016. These five officers are referred to as the “Named Executive Officers” in this proxy statement.Proxy Statement. Name and Principal Position   Year   Salary   Bonus(1)   Stock Awards(2)   Option Awards(3)   Non-Equity Incentive Plan Compensation   Change in Pension Value and Nonqualified Deferred Compensation Earnings(4)   All Other Compensation(5)   Total               ($)       ($)       ($)       ($)       ($)       ($)       ($)       ($)   Stephen S. Romaine     2016       577,885       225,000       200,709       22,299       —         395,381       59,951       1,481,225   President & CEO of     2015       555,385       206,100       173,373       43,322       —         4,158       70,356       1,052,694   Tompkins Financial     2014       533,900       188,000       350,602       61,152       —         998,500       51,738       2,183,892   Corporation                                                                                                                                                   Francis M. Fetsko     2016       336,015       98,400       92,818       10,313       —         253,150       39,860       830,556   Executive Vice     2015       323,462       89,000       80,213       20,026       —         57,811       53,976       624,488   President COO &     2014       311,538       83,000       157,605       28,912       —         529,068       35,405       1,145,528   CFO of the Company                                                                                                                                                   Scott Gruber     2016       333,800       96,200       92,818       10,313       —         114,544       50,754       698,429   President & CEO of     2015       321,615       89,500       80,213       20,026       —         67,437       48,346       627,137   Tompkins VIST Bank     2014       309,231       85,500       129,955       28,912       —         137,301       37,892       728,791                                                                             David S. Boyce     2016       306,439       87,100       92,818       10,313       —         222,928       38,577       758,175   President & CEO of     2015       298,154       81,000       80,213       20,026       —         22,035       46,221       547,649   Tompkins Insurance     2014       288,820       74,500       157,605       28,912       —         446,008       34,146       1,029,991   Agencies                                                                                                                                                   Gregory J Hartz     2016       274,654       79,100       92,818       10,313       —         160,461       57,351       674,697   President & CEO     2015       265,385       73,500       80,213       20,026       —         50,723       42,125       531,972   of Tompkins     2014       257,692       65,000       179,006       28,912       —         366,525       32,068       929,203   Name and Principal Position   Year     Salary     Bonus(1)     Stock Awards(2)     Option Awards(4)     Non- Equity Incentive Plan Compensation     Change in Pension Value and Nonqualified Deferred Compensation Earnings(5)     All Other Compensation(6)     Total             ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)   Stephen S. Romaine     2013       505,846       200,000       365,897 (3)     59,589       —       0       37,338       1,168,670   President & CEO of     2012       474,898       144,000       0       0       —       464,956       114,453       1,198,307   Tompkins     2011       451,923       175,000       127,083       97,276       —       637,170       75,614       1,564,066                                                                             James W. Fulmer     2013       316,519       93,300       172,670 (3)     29,034       —       0       34,131       645,654   Vice Chair of the     2012       305,515       75,000       0       0       —       277,341       38,233       696,089   Company; Chairman,     2011       293,769       84,500       63,542       48,638       —       474,268       37,140       1,001,857   President & CEO of Tompkins Bank of Castile                                                                                                                                                   Francis M. Fetsko     2013       297,692       85,100       172,670 (3)     29,034       —       0       28,636       613,132   Executive Vice     2012       281,877       66,200       0       0       —       224,426       86,500       659,003   President COO & CFO of Tompkins     2011       252,538       70,950       63,542       48,638       —       272,595       30,895       739,158                                                                             David S. Boyce     2013       276,308       80,900       172,670 (3)     29,034       —       0       24,350       583,262   President & CEO of     2012       219,553       51,600       0       0       —       147,365       21,954       440,472   Tompkins Insurance Agencies     2011       211,154       58,100       63,542       48,638       —       221,219       25,380       628,033                                                                             Robert D. Davis     2013       400,000       0       0       0       —       0       38,696       438,696   CEO of Tompkins VIST Bank (retired 12/31/2013)     2012       169,231 (7)     0       0       0       —       0       3,650       172,881     (1) These amounts represent cash awards for performance bonuses, includingbonuses. Of these amounts, of such bonusesMessrs. Fetsko and Boyce deferred 15% and 25%, respectively, under the Tompkins Financial Corporation Deferred Compensation Plan for Selected Officers. (2) Reflects the fair value of the awards at the grant date, in accordance with FASB ASC Topic 718 for financial statement reporting purposes, excluding the effect of estimated forfeitures. For additional information as to the assumptions made in valuation, see Note 12 to the consolidated financial statements filed with the SEC in the Company’s 20132016 Annual Report on Form 10-K. Amounts shown in the table are based on the Company’s accounting expense for these awards, and do not necessarily correspond to the actual value that may be recognized by the Named Executive Officers. (3) Includes a For 2014, includes stock award made in October, 2013, which was based onawards related to the successful integration of the VIST Financial business, into our Company. This stock award waswhich awards were not subject to vesting or forfeiture. The respective valuesawards consisted of these awards are as follows:1,250 shares for Mr. Romaine, - $64,235;and 500 shares each for Messrs. Fetsko, Boyce and Hartz. Mr. Fulmer - $25,695; Mr. Fetsko - $25,695; and Mr. Boyce - $25,695.Gruber was not eligible for this award because he was not with the Company at the time of the VIST acquisition. (4)(3) Represents awards of stock-settled SARs. The Black Scholes value for the 20132016 stock-settled SARs was $9.5039$12.86 per share. We report these equity awards using the aggregate grant date fair value in accordance with FASB ASC Topic 718.   (5)(4) These values are based onThis amount reflects: 1) changes in pension value under the Tompkins Financial Corporation Retirement Plan and(“Pension Plan”), 2) changes in pension value under the Supplemental Executive Retirement Plan, and are composed entirely3) changes in pension value under the New DB SERP (Messrs. Romaine, Boyce and Fetsko). The amounts included in this column do not represent current cash benefits payable to the Named Executive Officers or the annual cost of these benefits. Rather, these amounts represent the difference between the actuarial present value of each Named Executive Officer’s accrued benefit under the Pension Plan and/or the SERPs at December 31st of the applicable year and at December 31st of the preceding year, using the actuarial assumptions in effect at these respective dates. These amounts may experience significant increases/decreases from year to year due to changes in pensiondiscount rates and/or mortality tables used to determine present value. The following assumptions were used by the Company’s retirement plan actuaries to calculate the Change in Pension Value from year-end 20122015 to year-end 2013.2016. Discount Rate: Pension plan(s) 3.89% at 12/31/2016, 4.05% at 12/31/2015; SERP(s): 4.10% at 12/31/2016, 4.32% at 12/31/2015. Retirement Plan Mortality: SOA RP2014 rolled back to 2006 with fully generational MP2016 improvements at 12/31/2016; SOA RP2014 rolled back to 2006 with fully generational MP2015 improvements at 12/31/2015 Discount Rate: Pension plan(s) 4.10% at 12/31/2012, 5.00% at 12/31/2013; SERP(s) 4.20% at 12/31/2012, 5.00% at 12/31/2013. Retirement Plan Mortality: IRC Section 430 Funding Mortality (5) For 2013,The year-over-year decrease between 2015 and 2016 forMessrs. Romaine, Boyce and Fetsko is attributable to these Executives opting out of the aggregate change in actuarial present value of accumulated benefits for each Named Executive Officer was a negative number due to the significant increase in the discount rate from 12/31/2012 to 12/31/2013. However, applicable SEC rules require that we report a “$0”defined contribution retirement plan which is disclosed in this column instead ofand commencing participation in the negative number.New DB SERP which is disclosed in the Change in Pension Value column. Messrs. Hartz and Gruber have remained in the defined contribution retirement plan and therefore show an increase from 2015 to 2016. The actual decreaseamount in actuarial present values for 2013 are as follows: Mr. Romaine – ($58,604); Mr. Fulmer – ($32,540); Mr. Fetsko – ($58,366); Mr. Boyce – ($64,191). (6) Includes perquisites and other personal benefits or property. Includesthis column also includes: employer matching contributions pursuant to Company’s Investment & Stock Ownership 401(k) Plan,the ISOP and amounts paid pursuant to the profit sharing portion ofand Supplemental profit sharing as explained in the Investment & Stock Ownership Plan“Qualified Savings Plans and Profit Sharing” section on page 27; a contribution to the Employee Stock Ownership Plan, andNew Defined Contribution SERP (Mr. Hartz); the taxable amountsdollar value of the applicable life insurance premiums paid on the Named Executive Officers’ behalf by the Company. For Mr. Romaine the amounts were as follows: The Company’s profit sharing contributions to the Investment & Stock Ownership Plan—$23,745; Company match on salary deferral to the 401(k) plan—$10,200; taxable amounts applicable to life insurance—$3,176;Company; and perquisites and other personal use of Company-owned vehicle—$217. For Mr. Fulmer the amounts were as follows: The Company’s profit sharing contributions to the Investment & Stock Ownership Plan—$15,276; Company match on salary deferral to the 401(k) plan—$10,200; taxable amounts applicable to life insurance—$5,276; personal use of Company-owned vehicle—$3,379. For Mr. Fetsko the amounts were as follows: The Company’s profit sharing contributions to the Investment & Stock Ownership Plan—$14,094; Company match on salary deferral to the 401(k) plan—$10,200; taxable amounts applicable to life insurance—$2,537; personal use of Company-owned vehicle—$1,805. For Mr. Boyce the amounts were as follows: The Company’s profit sharing contributions to the Investment & Stock Ownership Plan—$10,978; Company match on salary deferral to the 401(k) plan—$10,200 taxable amounts applicable to life insurance—$1,404; personal use of Company-owned vehicle—$1,768. For Mr. Davis the amounts were as follows: Company match on salary deferral to the 401(k) plan—$10,200; taxable amounts applicable to life insurance—$2,574; personal use of Company-owned vehicle—$25,922. (7) Reflects salary paid by the Company to Mr. Davis from August 1, 2012, the date of the VIST acquisition, through December 31, 2012. Robert D. Davis has an Employment Agreement with Tompkins VIST Bank, which expired in accordance with its terms upon Mr. Davis’ retirement on December 31, 2013. Under that agreement, Mr. Davis was entitled to receive the salary and substantially the same benefits he was receiving at the time of the VIST acquisition, from the date of the acquisition through December 31, 2013, unless the Employment Period (as defined in the agreement) was earlier terminated for certain reasons described in the agreement. If Tompkins had terminated Mr. Davis without Mr. Davis’ consent prior to December 31, 2013, Tompkins would have been required to continue such salary and benefits through December 31, 2013. Mr. Davis’ employment agreement contains customary confidentiality, non-solicitation and non-competition covenants through December 31, 2015.or property.   For Mr. Romaine the amounts were as follows: Company profit sharing contributions to the ESOP, $10,600; Company cash profit sharing, $10,600; supplemental profit sharing $25,030; Company match on salary deferral to the ISOP, $10,600; dollar value of life insurance premiums, $2,898; personal use of Company-owned vehicle, $223. For Mr. Fetsko the amounts were as follows: Company profit sharing contributions to the ESOP, $10,600; Company cash profit sharing, $10,600; supplemental profit sharing, $5,681; Company match on salary deferral to the ISOP, $10,600; dollar value of life insurance premiums, $816; personal use of Company-owned vehicle, $1,563. For Mr. Gruber the amounts were as follows: Company profit sharing contributions to the ESOP, $10,600; Company cash profit sharing, $10,600; supplemental profit sharing, $5,503; Company match on salary deferral to the ISOP, $10,600; Company contributions to defined contribution retirement plan, $13,250; personal use of Company-owned vehicle, $201. For Mr. Boyce the amounts were as follows: Company profit sharing contributions to the ESOP, $10,600; Company cash profit sharing, $10,600; supplemental profit sharing, $3,315; Company match on salary deferral to the ISOP, $10,600; dollar value of life insurance premiums, $1,694; personal use of Company-owned vehicle, $1,768. For Mr. Hartz the amounts were as follows: Company profit sharing contributions to the ESOP, $10,600; Company cash profit sharing, $10,600; supplemental profit sharing, $772; Company match on salary deferral to the 401(k) plan, $8,634; 2015 Defined Contribution Retirement Plan, $19,566; Defined Contribution SERP Plan, $2,959; personal use of Company-owned vehicle, $4,220.  24  Long-Term Equity-Based Awards and Stock Grants   The Company maintains the 2009 Equity Plan as a vehicle to encourage the continued employment of key employees of the Company and its subsidiaries, and to align their interests with those of the Company’s shareholders by facilitating the employees’ ownership of a stock interest in Tompkins Financial Corporation. The Committee believes that an equity plan is in the best interests of the Company and its shareholders since it enhances the Company’s ability to continue to attract and retain qualified Directors, officers and other key employees. The Committee typically grantsCommittee’s practice is to grant awards to Named Executive Officers under the 2009 Equity Plan every 18 to 24 months. on an annual basis. Each of the Named Executive Officers (other than Mr. Davis) received an award of restricted stock and stock-settled stock appreciation rights (“SARs”) in May 2013.November 2016. In addition,2016, in October, 2013, each ofconsultation with Mosteller, the Named Executive Officers (other than Mr. Davis) receivedCommittee’s independent compensation consultant, the Committee granted these equity awards with a stock grant5-year vesting schedule. This schedule provides for zero percent vesting in recognition of their efforts related to the acquisitionyear one and integration of VIST Financial.25% vesting in years two through five. Previous awards had been granted with a 7-year vesting schedule.   Option/Equity Grants in Fiscal 20132016 Grants of Plan-Based Awards   Name   Grant date     All other stock awards; Number of shares of stock or units     All other option awards; Number of securities underlying options     Exercise or base price of the option awards ($/Sh)     Grant date fair value of stock and option awards             (#)     (#)           ($)   Stephen S. Romaine   May 3, 2013               6,270     40.60      59,589       May 3, 2013      5,870                    301,659       Oct. 23, 2013     1,250                   64,235                                         James W. Fulmer   May 3, 2013               3,055     40.60     29,034       May 3, 2013     2,860                    146,975       Oct. 23, 2013      500                     25,695                                         Francis M. Fetsko   May 3, 2013               3,055     40.60     29,034       May 3, 2013     2,860                   146,975       Oct. 23, 2013     500                   25,695                                         David S. Boyce   May 3, 2013               3,055     40.60      29,034       May 3, 2013     2,860                   146,975       Oct. 23, 2013     500                   25,695                                       Robert D. Davis   —      —       —     —     —             All other stock awards: Number of shares of stock or units   All other option awards: Number of securities underlying options   Exercise or base price of the option awards   Grant date fair value of stock and option awards             (#)   (#)   ($/Sh)   ($)   Stephen S. Romaine     Nov. 9, 2016     2,610                 200,709         Nov. 9, 2016           1,734     76.90     22,299                                     Francis M. Fetsko     Nov. 9, 2016     1,207                 92,818         Nov. 9, 2016           802     76.90     10,313                                     Scott Gruber     Nov. 9, 2016     1,207                 92,818         Nov. 9, 2016           802     76.90     10,313                                     David S. Boyce     Nov. 9, 2016     1,207                 92,818         Nov. 9, 2016           802     76.90     10,313                                     Gregory J. Hartz     Nov. 9, 2016     1,207                 92,818         Nov. 9, 2016           802     76.90     10,313      The 2009 Equity Plan allows awards at the discretion of the Committee and does not have threshold, target, or maximum amounts payable for performance; therefore, it is not an equity incentive plan as defined under FASB ASC Topic 718 (formerly FAS 123). The Black Scholes value for the 2013 Stock Settled2016 Stock-Settled SARs was $9.5039.$12.86. Stock Awards are valued at the closing market price for our common stock on the NYSE MKT LLC on December 31, 2013November 9, 2016 of $51.39.$76.90.   The vesting schedule for the May 2013November 9, 2016 restricted stock and stock settled SAR awards is as follows: seven yearfive-year vesting schedule with zero percent vesting in year one 17%and 25% vesting in years two through six,five. Awards in previous years have a seven-year vesting schedule. Holders of time-vested restricted stock received dividends with respect to such shares, as and 15% vesting in year seven.when dividends are paid on the Company’s common stock, and have voting rights with respect to such shares, during the restricted period. Outstanding Equity Awards of Named Executive Officers The following table shows the aggregate number of unexercised options, stock appreciation rights, and unvested restricted stock awards outstanding as of December 31, 20132016 for each of the Named Executive Officers.   20132016 Outstanding Equity Awards at Fiscal Year-End       Option Awards    Stock Awards   Name     Number of Securities Underlying Unexercised Options (#) Exercisable(1)       Number of Securities Underlying Unexercised Options (#) Unexercisable(2)       Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options   Option Exercise Price ($)   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#)(3)   Market Value of Shares or Units of Stock That Have Not Vested ($)(4)   Stephen S. Romaine     0       6,270       —     $ 40.60     05/03/2023     5,870     $ 301,659       1,785       8,715       —     $ 37.00     08/19/2021     2,739       140,757       Option Awards       Stock Awards       11,220       10,780       —     $ 41.71     09/17/2019                     Number of Securities Underlying Unexercised Options (#)Exercisable(1)   Number of Securities Underlying Unexercised Options (#)Unexercisable(2)   Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options   Option Exercise Price ($)   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#)(3)   Market Value of Shares or Units of Stock That Have Not Vested ($)(4)       0       57       —     $ 37.28     11/29/2017                     14,025       2,419       —     $ 37.28     11/29/2017                     11,696       0       —     $ 39.56     01/18/2017                     2,330       2,475       —     $ 39.56     01/18/2017                     4,114       0       —     $ 38.54     01/23/2016                     7,986       0       —     $ 38.54     01/23/2016                     7,718       0       —     $ 35.77     05/03/2014                     6,658       0       —     $ 35.77     05/03/2014                 Total     67,532       30,716                           8,609       442,416   James W. Fulmer     0       3,055             $ 40.60     05/03/2023     2,860       146,975       892       4,358       —     $ 37.00     08/19/2021     1,370       74,404       5,610       5,390       —     $ 41.71     09/17/2019                 Stephen S. Romaine   —   1,734   —   76.90   11/09/2026   2,610   246,749       6,878       0       —     $ 37.28     11/29/2017                   —   4,835   —   56.29   11/04/2025   3,080   291,183       2,473       1,650       —     $ 37.28     11/29/2017                   1,280   6,250   —   49.22   11/21/2024   4,225   399,432       4,114       0       —     $ 38.54     01/23/2016                   2,131   4,139   —   40.60   05/03/2023   3,875   366,343       7,986       0       —     $ 38.54     01/23/2016                   7,140   3,360   —   37.00   08/19/2021   1,056   99,834       2,130       0       —     $ 35.77     05/03/2014                   22,000   —   —   41.71   09/17/2019               11,181       0       —     $ 35.77     05/03/2014                   16,444   —   —   37.28   11/29/2017           Total     41,264       14,453                           4,250       217,379     48,995   20,318   —           14,846   1,403,541   Francis M. Fetsko     0       3,055             $ 40.60     05/03/2023     2,860       146,975     —   802   —   76.90   11/09/2026   1,207   114,110       892       4,358       —     $ 37.00     08/19/2021     1,370       74,404     —   2,235   —   56.29   11/04/2025   1,425   134,720       5,610       5,390       —     $ 41.71     09/17/2019                   590   2,885   —   49.22   11/21/2024   1,951   184,448       1,064       0       —     $ 37.28     11/29/2017                   1,038   2,017   —   40.60   05/03/2023   1,888   178,492       2,473       1,650       —     $ 37.28     11/29/2017                   893   1,680   —   37.00   08/19/2021   528   49,917   Total     10,039       14,453                           4,230       217,379     2,521   9,619   —           6,999   661,687   Scott Gruber   —   802   —   76.90   11/09/2026   1,207   114,110     —   2,235   —   56.29   11/04/2025   1,425   134,720     590   2,885   —   49.22   11/21/2024   1,951   184,448     1,038   2,017   —   40.60   05/03/2023   1,888   178,492   Total   1,628   7,939   —           6,471   611,770   David S. Boyce     0       3,055       —     $ 40.60     05/03/2023     2,860       146,975     —   802   —   76.90   11/09/2026   1,207   114,110       892       4,358       —     $ 37.00     08/19/2021     1,370       74,404     —   2,235   —   56.29   11/04/2025   1,425   134,720       5,610       5,390       —     $ 41.71     09/17/2019                   590   2,885   —   49.22   11/21/2024   1,951   184,448       5,227       0       —     $ 37.28     11/29/2017                   —   2,017   —   40.60   05/03/2023   1,888   178,492       4,124       1,650       —     $ 37.28     11/29/2017                   —   1,680   —   37.00   08/19/2021   528   49,917   Total   590   9,619   —           6,999   661,687   Gregory J. Hartz   —   802   —   76.90   11/09/2026   1,207   114,110     —   2,235   —   56.29   11/04/2025   1,425   134,720     590   2,885   —   49.22   11/21/2024   1,951   184,448       3,042       0             $ 38.54     01/23/2016                   —   2,017   —   40.60   05/03/2023   1,888   178,492       6,639       0       —     $ 38.54     01/23/2016                   —   1,680   —   37.00   08/19/2021   528   49,917   Total     25,534       14,453                           4,230       217,379     590   9,619   —           6,999   661,687                                                       Robert D. Davis     0       0               0           0       0       (1) Options/SARs reported in this column are vested and currently exercisable. (2) Options/SARs reported in the table that were granted with an expiration date of May 3, 2014in 2016 and expire in 2026 have a five-year vesting schedule with zero percent vesting in year one and 25% vesting at the end of each ofin years two three, four, andthrough five. All other Options/SARs granted with expiration dates of Jan. 23, 2016, Jan. 18, 2017, Nov. 29, 2017, Sept. 17, 2019, August 19, 2021 and May 3, 2023reported in the table all have a seven-year vesting schedule with zero percent vesting in year one, 17% vesting in years two through six and 15% vesting in year seven.   (3) Restricted stockStock awards reported in the table that were granted on August 19, 2011in 2016 and May 3, 2013 carryexpire in 2026 have a sevenfive-year vesting schedule with zero percent vesting in year one and 25% vesting in years two through five. All other Restricted Stock awards reported in the table all have a seven-year vesting schedule with zero percent vesting in year one, 17% vesting in years two through six and 15% vesting in year seven. (4) Market value for shares of restricted stock that have not vested is calculated using the closing sales price of our common stock on the NYSE MKT LLC on December 31, 20132016 of $51.39.$94.54.   Options Exercised and Value forStock Vested During Fiscal 20132016 The following table sets forth information concerning the exercise of options byand vesting of shares of restricted stock for each Named Executive Officer during fiscal 20132016 and the value realized upon exercise.exercise or vesting.   20132016 Option Exercises and Stock Vested     Option Awards   Stock Awards     Option Awards(3)   Stock Awards   Name   Number of Shares Acquired on Exercise   Value Realized on Exercise(1)   Number of Shares Acquired on Vesting   Value Realized on Vesting     Number of Shares Acquired on Exercise   Value Realized on Exercise(1)   Number of Shares Acquired on Vesting   Value Realized on Vesting(2)     (#)   ($)   (#)   ($)     (#)   ($)   (#)   ($)   Stephen S. Romaine    —     —     1,811     88,048     4,143   564,994   2,424   176,965   James W. Fulmer    —   —     780   37,708   Francis M. Fetsko   29,894    225,848     780   37,708     2,601   309,185   1166   84,850   Scott Gruber           885   64,811   David S. Boyce    8,982   107,840     780   37,708     1,753   215,058   1166   84,850   Robert D. Davis   —   —     —   —   Gregory J. Hartz   862   131,334   1166   84,850     (1) Equal to the difference between the market price of our common stock on the NYSE MKT LLC at exercise and the exercise price for such options.equity awards. (2) Equal to the market price of our common stock on the NYSE MKT LLC at vesting multiplied by the number of shares that vested. (3) Includes Incentive Stock Options (ISOs) and Stock Settled Appreciation Rights (SSARs).   Deferred Profit-Sharing PlanQualified Savings Plans and Profit Sharing   The Company maintains an Investment & Stock Ownership Plan (the “ISOP”) that covers substantially all of the employees of the Company and its subsidiaries. The ISOP is a profit-sharing plan with a salary deferral arrangement meeting the requirements of Section 401(k) of the Internal Revenue Code of 1986, as amended. Pursuant to the ISOP, an employee may defer a portion of the employee’s base pay, within limits specified in the ISOP. The ISOP further provides that the Company will match 100% of an employee’s contribution up to 3% of the employee’s base pay, and will match 50% of an employee’s additional contribution to the ISOP that is greater than 3%, but not more than 5%, of the employee’s base pay. In addition, the ISOP has an employer-fundeda profit sharing component. Profit sharing contributions are discretionary contributions determined by the Company’s Board of Directors and are limited to a maximum amount as stipulatedDirectors. A component of these contributions is paid in cash; however, the ISOP. The ISOP allows employees to elect to defer all or a portion of their profit sharing cash component (which deferral is not eligible for matching by the Company), or to receive cash. Amounts contributed by the Company. The profit sharing cash component amounts for the accounts of the Named Executive Officers are included as “All Other Compensation” in the Summary Compensation Table, above, and described in Note 5 to that table.   The Company also maintains the Tompkins Financial Corporation Employee Stock Ownership Plan (the “ESOP”), which covers substantially all employees of the Company. The purpose of the ESOP is to permit the Company to make discretionary profit sharing contributions to employees in the form of shares of common stock of the Company in order to facilitate stock ownership by employees. Contributions are determined by the Company’s Board of Directors and are limited to a maximum amount as stipulated in the ESOP. Amounts accrued for the accounts of the Named Executive Officers are included as “All Other Compensation” in the Summary Compensation Table, above, and described in Note 5 to that table. Eligible compensation used to determine profit sharing contributions is limited to the annual IRS mandated compensation limit ($265,000 for 2016). However, the Company provides a “Supplemental profit sharing” cash amount to Named Executive Officers which represents the profit sharing attributable to eligible compensation in excess of the IRS mandated compensation limit under Section 415 of the United States Internal Revenue Code (the “Code Section 415 Limit”).   Retirement Plans   The Company has a defined benefit pension plan, called the Tompkins Financial Corporation Retirement Plan (the “Retirement“Pension Plan”), which covers substantially all employees of the Company and its subsidiaries employed prior to January 1, 2010. The retirement planPension Plan does not require or allow employee contributions. The assets of the RetirementPension Plan are held in a separate trust and administered by the Qualified Plans Investment Review Committee of the Board. On January 1, 2010, in order to more effectively control the volatility of plan expense, the Company closed the Tompkins Financial RetirementPension Plan to new employees and adopted the Tompkins Financial Corporation Defined Contribution Retirement Plan (the “Contribution Plan”“2010 Contribution Plan.”). Under the 2010 Contribution Plan, the Company provides benefit contributioncontributions to participating employees based on age and length of service. On July 31, 2015, the Pension Plan was frozen; and active participants in this plan ceased to earn an accrued benefit after this date (the “Pension Plan Freeze”). As a replacement plan for these individuals, the Tompkins Financial Corporation 2015 Defined Contribution Retirement Plan (the “2015 Contribution Plan”) was adopted effective August 1, 2015. Under the 2015 Contribution Plan, the Company provides contributions to participating employees based on age and length of service. The original Supplemental Executive Retirement Plans (the “Original SERPs”) entered into with Messrs. Romaine, Boyce, Fetsko and Hartz provided an annual retirement benefit equal to 75% of their final average earnings, less their benefit under the Pension Plan, less their social security benefit. Due to the Pension Freeze, Messrs. Romaine, Fetsko, Boyce, and Hartz ceased receiving accruals under the Pension Plan and the Pension Plan offset formula no longer worked as the parties originally intended. Accordingly, in 2016, a one-time choice was offered to those Named Executive Officers who had participated in the Pension Plan. Mr. Gruber joined our Company in 2013, at which time the Pension Plan was closed to new participants, and thus Mr. Gruber is not eligible to participate in the Pension Plan. Messrs. Romaine, Fetsko, Boyce and Hartz were offered a choice of one of the following two options: Option 1 - The executive would discontinue participation in the 2015 Contribution Plan effective with the 2016 plan year and begin participation in the New Defined Benefit SERP (the “New DB SERP”). The New DB SERP is essentially an unsecured promise by the Company to provide executives with the benefit that would have been provided in the Pension Plan had it not been frozen. In addition, the New DB SERP would be adjusted down to account for the contribution that had already been made in the 2015 Contribution Plan for the 2015 plan year. Option 2 - The executive would continue to participate in the 2015 Contribution Plan. Any contributions to the 2015 Contribution Plan that would bring the total of all contributions to Company sponsored qualified defined contribution plans in excess of the government-mandated annual 415 limit would be made to the New Defined Contribution SERP (the “New DC SERP”). The New DC SERP is essentially an unsecured promise by the Company to provide the executive with any 2015 Contributions Plan contributions that are limited by IRC Section 415 of the code. On November 9, 2016, the Company entered into the New DC SERP with Messrs. Gruber and Hartz, who are continuing their participation in the DC Plan. The New DC SERP is intended to provide a non-qualified deferred compensation plan to receive Company contributions that cannot be made to the DC Plan due to applicable federal income tax rules which limit the total contributions which can be deferred in a qualified plan in a given plan year. Such contributions will be accumulated in an unfunded, interest-bearing deferred compensation account (the “DC SERP Account”). Messrs. Gruber and Hartz may elect to receive the New DC SERP balance at retirement in one payment or in five or ten annual payments. Upon the executive’s death, the balance of the DC SERP Account will be payable as a lump sum to his or her beneficiary. On November 9, 2016, Messrs. Romaine, Boyce and Fetsko elected to permanently and irrevocably opt-out of the DC Plan, and instead entered into the New DB SERP with the Company. The New DB SERP is a defined benefit plan that, together with the Amended SERP and the single year of DC Plan participation in 2015, is designed to address the impact of the Pension Plan Freeze. Because the New DB SERP is intended to replace the Pension Plan accruals that were lost when the Pension Plan was frozen, the New DB SERP provisions mirror those in the Pension Plan, which are described below under the heading “Pension Benefits”. On November 9, 2016, the Company also entered into Amended and Restated Supplemental Executive Retirement Plans (the “Amended SERPs”) with each of the Named Executive Officers, which amended and restated the Original SERPs and are described in further detail below under the heading “Potential Payments upon Termination or Change in Control.”   The following table provides information with respect to each pension plan that provides for payments or other benefits at, following, or in connection with retirement. This includes a tax-qualified defined benefit plan and a supplemental executive retirement plan, but it does not include defined contribution plans (whether tax-qualified or not).   Pension Benefits Name   Plan Name   Number of Years of Credited Service     Present Value of Accumulated Benefit       Payments During the Last Fiscal Year   Stephen S. Romaine   Tompkins Financial Corporation Retirement Plan     13.00       $  251,941     $ —       Tompkins Financial Corporation Supplemental Executive Retirement Plan     19.83       $  1,629,591     $ —       Total             $ 1,881,532     $ —   James W. Fulmer   Tompkins Financial Corporation Retirement Plan     25.00       $  488,311     $ —       Tompkins Financial Corporation Supplemental Executive Retirement Plan     36.58       $ 1,666,197     $ —       Total             $  2,154,508     $ —   Francis M. Fetsko   Tompkins Financial Corporation Retirement Plan     17.17       $  532,399     $ —       Tompkins Financial Corporation Supplemental Executive Retirement Plan     17.25       $  390,842     $ —       Total             $  923,241     $ —   David S. Boyce   Tompkins Financial Corporation Retirement Plan     13.00       $  200,752     $ —       Tompkins Financial Corporation Supplemental Executive Retirement Plan     25.00       $ 526,463     $ —        Total             $  727,215     $ —   Robert D. Davis   [Not a plan participant.]     —       $  —   $ —                         Plan Name   Number of Years of Credited Service(1)   Present Value of Accumulated Benefit   Payments During the Last Fiscal Year Stephen Romaine   Tompkins Financial Corporation Retirement Plan     14.58     $ 427,443       —       Amended and Restated Supplemental Executive Retirement Plan     22.83     $ 2,827,857       —       Amended and Restated New DB SERP     1.42     $ 24,271               Total         $ 3,279,571       —                                 Francis Fetsko   Tompkins Financial Corporation Retirement Plan     18.75     $ 861,106       —       Amended and Restated Supplemental Executive Retirement Plan     20.25     $ 840,040       —       Amended and Restated New DB SERP     1.42     $ 62,124               Total         $ 1,763,270       —                                 Scott Gruber   Tompkins Financial Corporation Retirement Plan     N/A       N/A       —       Amended and Restated Supplemental Executive Retirement Plan     3.75     $ 354,683       —       Total         $ 354,683       —                                 David Boyce   Tompkins Financial Corporation Retirement Plan     14.25     $ 358,570       —       Amended and Restated Supplemental Executive Retirement Plan     28.00     $ 1,007,857       —       Amended and Restated New DB SERP     1.42     $ 51,758               Total           $ 1,418,185       —                                 Greg Hartz   Tompkins Financial Corporation Retirement Plan     12.92     $ 386,870       —       Amended and Restated Supplemental Executive Retirement Plan     14.42     $ 883,053       —       Total         $ 1,269,923       —   (1) Pension Plan service represents service with Tompkins Financial Corporation. This service has been frozen effective July 31, 2015 due to the Pension Plan freeze. Supplemental Executive Retirement Plan service represents service with Tompkins Financial Corporation and any entities acquired by Tompkins Financial Corporation. New DB SERP represents service with Tompkins Financial Corporation following the Pension Plan freeze effective July 31, 2015.   The present value of accumulated benefits shown in the Pension Benefits table above is based on benefits accrued as of December 31, 2013.2016. The amounts reflect the method and assumptions used in calculating our pension liability under U.S. GAAP as of that date, except that (1) each participant is assumed to commence benefits on his or her normal retirement date, and (2) there is no assumed mortality prior to the benefit commencement date. For additional information regarding assumptions used in calculating the value of participant benefits under the RetirementPension Plan and the SERP Agreements, see Note 1312 to the consolidated financial statements included in the Company’s 20132016 Annual Report on Form 10-K.   The RetirementPension Plan provides a monthly benefit payable at retirement. This benefit is determined by the accumulation of credits which are earned as the participant works for the Company. The credits earned for each plan year are based on the sum of the participant’s age and years of service at the beginning of that plan year. When a participant terminates employment or retires, the credits earned for all plan years are summed and multiplied by the “Average Final Earnings” under the Plan, and the result is then converted into a monthly annuity. This type of plan is often referred to as a “pension equity plan.”   “Average Final Earnings” is the average of the participant’s compensation over the five consecutive Plan Years out of the last ten which produce the highest average. “Compensation” generally consists of total W-2 earnings, less incentive bonuses, fringe benefits and compensation from stock option exercises. A participant is eligible for an unreduced benefit upon the attainment of his or her “Normal Retirement Date”,Date,” which is generally the first day of the month following his or her 65th birthday.   A participant’s retirement benefit is fully vested upon the completion of three years of service. Participants are eligible for a reduced benefit upon becoming eligible for early retirement. To be eligible for early retirement a participant generally must have obtainedprior to age 55 and have completed at least 5 years of service. James Fulmer is the only Named Executive Officer currently eligible for Early Retirement. 65. Benefits under the RetirementPension Plan are not subject to any reduction for Social Security benefits or other offset amounts. Benefits may be paid in certain alternative forms having actuarial equivalent values.   In addition to the RetirementPension Plan, each of the Named Executive Officers other than Mr. Davis, participates in areceives retirement benefits under one or more SERP agreementagreements with the Company. The SERP provides each executive with supplemental retirement income upon the attainment of age 65 with at least 10 years of service. Executives are eligible for a reduced early retirement benefit upon the attainment of age 55 with at least 10 years of service. The SERP benefit formula is 75% of the executive’s “Average Compensation”, minus the participant’s Retirement Plan benefit, minus his or her Social Security benefit. “Average Compensation” is the average of the executive officer’s five highest calendar years of base salary. James Fulmer is the only Named Executive Officer currently eligible for early retirement under the SERP. For additional information regarding the SERP agreements, see “Potential Payments Upon Termination or Change in Control”, below.Company, as follows:   ● Amended SERPs. For each of the Named Executive Officers other than Mr. Gruber, the Amended SERP provides each executive with supplemental retirement income upon the attainment of age 65 with at least 10 years of service. Executives are eligible for a reduced early retirement benefit upon the attainment of age 55 with at least 10 years of service. The benefit is further reduced by 5% for each year the executive officer’s service, as defined in the agreement, is less than 20 years. The retirement benefit is payable monthly until the executive officer’s death and is subject to reduction depending upon the executive officer’s age as of the date of benefit commencement prior to age 65. The SERP benefit formula is 75% of the executive’s “Average Compensation,” minus the participant’s Pension Plan benefit had it not been frozen, minus his or her Social Security benefit. “Average Compensation” is the average of the executive officer’s five highest calendar years of base salary. For Mr. Gruber, the Amended SERP provides supplemental retirement income upon the attainment of age 65, with no eligibility for early retirement. The SERP benefit formula is 25% of the executive’s “Average Compensation,” with no reduction for Pension Plan or Social Security benefits. “Average Compensation” is the average of the executive officer’s five highest calendar years of base salary. ● New DB SERPs.For Messrs. Romaine, Boyce and Fetsko, the New DB SERP is equal to the benefit under the Pension Plan had it not been frozen in 2015 minus the frozen Pension Plan benefit. There is also an additional offset for the partial year contribution the executives received under the 2015 Defined Contribution Plan for the 2015 Plan Year. The New DB SERP is essentially an unsecured promise by the Company to provide executives with the benefit that would have been provided in the Pension Plan had it not been frozen. ● New DC SERPs. For Mr. Hartz, the New DC SERP benefit is equal to the portion of the 2015 Defined Contribution Retirement Plan benefit that would bring the total of all contributions to Company sponsored qualified defined contribution plans in excess of the Code Section 415 Limit. The New DC SERP benefit equals the sum of Mr. Hartz’s benefits under the 2015 Defined Contribution Retirement Plan, ESOP profit sharing, 401(k) contribution and Company match, minus the government mandated limit of $53,000. Potential Payments upon Termination or Change in Control   EachOn November 9, 2016, the Company entered into Amended SERPs with each of the Named Executive Officers, other than Mr. Davis, has entered intoOfficers. The primary reason for the Amended SERPs was to address the Pension Plan offset formula in the Original SERPs, which no longer worked as the parties originally intended (see above, under the heading “Retirement Plans”). The following is a Supplemental Executive Retirement Agreement withsummary of the Company. The SERP agreements provide the covered executive officers with the following retirement, death, disability, severance and change of control benefits:benefits under the Amended SERPs:   •● Retirement Benefits.Disability BenefitsUpon retirement,. The Original SERP provided for full acceleration of vesting and years of service upon the executive’s total and permanent disability. The Amended SERP replaces this “acceleration” feature with a coveredtwo-tiered disability structure. If the executive officer is eligibleunable to receive paymentengage in any substantial gainful activity and this is expected to last for a continuous period of at least 12 months, the executive will separate from service with the Company; his or her annual retirement benefit amount, which is equal to 75% of the executive’s earnings, less (a) the annual amount payable under any single life annuity provided under the Company’s Retirement Plan and (b) any social security benefits. This benefit is also reduced by 5% for each year the executive officer’s service, as defined in the agreement, is less than 20 years. The retirement benefit is payable monthly until the executive officer’s death and is subject to reduction depending upon the executive officer’s ageyears-of-service will be frozen as of the date of benefit commencement prior to age 65. For purposes of this benefit, an executive officer’s “earnings”the disability, and he or she will be the average of the executive officer’s five highest calendar years of base salary. • Death Benefits.In the event of the covered executive officer’s death (i) after retirement,begin receiving his or her spouse will be paid (monthly) 50% of the executive officer’s annual retirement benefit untilunder the spouse’s death, and (ii) prior to retirement,Amended SERP at his or her spouse will be paid (monthly) 50% of the vested portion ofsocial security normal retirement age. If the executive officer’s annual retirement benefit untilis unable to perform the spouse’s death, provided the spouse survives until the executive officer’s designated retirement age in the SERP agreement. • Disability Benefits.Upon a covered executive officer becoming disabled, he or she is entitled to paymentduties of his or her retirement benefits commencingjob and this is expected to last for a continuous period of at least six months, and the executive officer’s designated retirement date in the SERP agreement, butseparates from service with the assumption that the executive officer has completed 20 years of service and is 100% vested in the benefit under the SERP agreementCompany, his or her years-of-service will be frozen as of the date of the disability, and he will begin receiving his or her disability. Inretirement benefit under the eventAmended SERP at the later to occur of the executive officer’s death after disability, the executive officer’s spouse will be entitled to paymenthis or her attaining age 55 or termination of the death benefits described above.employment.   •● Change ofin Control Benefits.and Severance Benefits. In the event of a change in control, the covered executive officereach Named Executive Officer will be deemed to have completed 20 years of service and will be 100% vested in the benefit payable under the SERP agreement. Covered executive officers could be entitled to certain severance benefits following a change of control of the Company (as defined in the SERP agreements).Amended SERP. If, within threetwo (2) years following a change in control, the executive officer is terminated, other than for cause, or if the executive officer’s duties or compensation are significantly reduced and as a result the executive voluntarilyofficer resigns his or her employment,with Good Reason (described in more detail below), the executive officer is entitled for a period of three years to (a) payment of his or her or her compensation in effect immediately prior to the change in control, but subject to reduction by 20% to 100% depending on the executive officer’s age at the time of his or her termination, (b) the executive officer’s bonus and profit sharing compensation, which will be the average of the executive officer’s bonus and profit sharing compensation earned for the two most recently completed fiscal years of the Company and (c) continuation of all welfare benefits that he or she was participating in immediately prior to the change in control. The Amended SERP updates the definition of “change in control” to more closely align with the safe harbor established by Treasury Regulations §1.409A-3(i)(5). Under the Amended SERP, a change in control generally includes: (i) an acquisition of more than 50% of the Company’s stock; (ii) the replacement of a majority of the Company’s Board of Directors during any 12-month; or (iii) the acquisition of more than 70% of the Company’s assets. Both the Original SERP and the Amended SERP provide that, in the event of a change in control, the executive will generally be deemed to have completed 20 years of service and will be 100% vested in the benefit payable under the Amended SERP. However, the Amended SERP permits the Compensation Committee of the Company’s Board of Directors to avoid such acceleration by freezing the Amended SERP (a “Retirement Benefit Freeze”), as long as the Retirement Benefit Freeze does not become effective during the two years preceding a change in control. The Amended SERP continues to provide for “double-trigger” severance benefits in connection with a change in control. The executive will be entitled to benefits if a change in control occurs, and (a) the executive’s employment is thereafter involuntarily terminated without cause, or (b) the executive voluntarily terminates employment for good reason (i) within two years after a change in control, or (ii) in anticipation of a change in control which then occurs within two years after such termination. The amount, form, and calculation method of the severance benefit remains unchanged from the Original SERPs for Messrs. Romaine, Boyce, Fetsko and Hartz; however, for all executives the window during which the occurrence of the “second trigger” (i.e., the termination of employment) that entitles the executive to a severance benefit was shortened from three to two years. In the case of Mr. Gruber, the period of salary continuation following a qualifying termination was increased from two years to three years to be consistent with the benefits payable to the other executives. The Amended SERP further provides that if the executive’s employment is involuntarily terminated (other than for cause) at any time, or, for all executives other than Mr. Gruber, the executive voluntarily resigns after reaching age 55 and completing 10 years of service, but prior to his or her designated retirement age in his or her Amended SERP, he or she will be entitled to payment of his or her retirement benefits on his or her designated retirement date, or, in the event of his or her death, his or her spouse will be entitled to payment of the death benefits described in the Amended SERP. ● Death Benefits.If an executive has elected to receive a joint-and-survivor benefit then, in the event of the executive’s death (i) after retirement, his or her spouse will be paid (monthly) 50% of the executive officer’s annual retirement benefit until the spouse’s death, and (ii) prior to retirement, his or her spouse will be paid (monthly) 50% of the vested portion of the executive officer’s annual retirement benefit until the spouse’s death, provided the spouse survives until the executive officer’s designated retirement age in the Amended SERP. ● Good Reason and Involuntary Termination. The Amended SERP replaces the definition of “good reason”, for purposes of severance and retirement benefits, to clarify what constitutes a “significant reduction” in the executive’s role or compensation. An executive will have good reason to resign – and it will be treated as an involuntary termination – in the event of (i) a material diminution in base compensation, authority, duties or responsibilities; (ii) a material change in job location; or (iii) a material breach by the Company or its successor of the Amended SERP or any other agreement between the Company and the executive. ● Retirement Benefit Freeze & Plan Amendments. The Amended SERPs preserve the Compensation Committee’s ability to declare a Retirement Benefit Freeze and to amend, suspend or terminate the Amended SERPs at any time, so long as such action does not reduce a previously-accrued benefit. However, the Amended SERP clarifies, consistent with the parties’ intent in the Original SERP, that (a) a Retirement Benefit Freeze occurring before an executive is vested does not affect his or her ability to retain any benefit he or she had accrued through the date of the freeze, and (b) severance and change in control benefits are deemed accrued upon signing, and are not subject to amendment, suspension or termination without the executive’s consent, except as described above in connection with a Retirement Benefit Freeze. ● Covenants. The Amended SERP requires that the executive sign a release in favor of the Company to avoid forfeiture of benefits and contain a mutual non-disparagement commitment between the Company and the executive. The Amended SERP confirms that the executive will forfeit all benefits thereunder if he is discharged for cause, or if he or she competes with the Company or solicits the Company’s customers or employees, but in order to better align these covenants with applicable case law, the Amended SERP shortens the noncompetition/nonsolicitation covenant period in the event of involuntary termination (including resignation with good reason) to two years following termination.   Upon termination or a change in control of the Company, our Named Executive Officers are also entitled to certain rights with respect to their equity awards. As described below, these rights may include acceleration of vesting, or additional time periods in which to exercise a vested award.   2001 Stock Option Plan. Under the 2001 Stock Option Plan, all outstanding options become fully vested and immediately exercisable upon a change in control of the Company. In the event of an optionee’s termination of employment without “cause,” other than by reason of death, disability, or retirement, this plan provides that the optionee will have the right to exercise the vested portion of his or her unexercised options for up to 30 days following his or her termination date, as long as the option period does not otherwise expire during such 30-day period. In the event that the optionee retires from the Company or any of its subsidiaries on a scheduled retirement date, the optionee will have the right to exercise the vested portion of his or her unexercised options for up to 90 days following his or her retirement date, as long as the option period does not otherwise expire during such 90-day period. Upon the death of an optionee, any vested but unexercised options may be exercised within one year after the date of the optionee’s death, but only (i) by the optionee’s estate or other legal representative, and (ii) prior to the expiration of the term of the option. If an optionee’s employment is terminated because he or she has become permanently and totally disabled (as defined in Section 22(e)(3) of the Internal Revenue Code), the optionee will have the right to exercise the vested portion of his or her unexercised options for up to one year following his or her termination date, as long as the option period does not otherwise expire during such one-year period. Finally, if an optionee is terminated for “cause,” all of his or her outstanding options—whether or not exercisable—are terminated. Under the 2001 Stock Option Plan, “cause” is defined as the optionee’s dishonesty, malfeasance, misfeasance or the commission of a criminal offense.   2009 Equity Incentive Plan. Under the 2009 Equity Plan, if the Company is notacquired by another company (the “Acquirer”), and if the surviving corporation following a change in control, and the acquirerAcquirer does not assume the outstanding equitystock awards or does not substitute equivalent equitystock awards, then all stock awards will immediately vest and, in the case of restricted performance stock and performance units, the targeted performance criteria will be deemed fully attained as of the equity awards held by our Named Executive Officers will become immediately and fully exercisable and/or vested. In addition, the Boardeffective date of Directors may, in its sole discretion, provide for a cash payment to be made to all awardees under the 2009 Equity Plan for their outstanding awards, determined on the basis of the fair market value that would be received in thesuch change in control by the holders of our common stock. However, anycontrol. Incentive stock option intended to be an Incentive Stock Option under Section 422 of the Internal Revenue Codeoptions, (“ISOs”) will be adjusted in a manner to preserve such status. If an awardee’s employment is terminated without “cause” within 24 months following a change in control, and Tompkinsthe Company is the surviving corporation following such changea Change in control,Control, or if the acquirerAcquirer assumes the outstanding equity awards,options, SARs, restricted stock, restricted performance stock or performance units or substitutes equivalent equity awards relating to the securities of such Acquirer, then all such awards or such substitutes shall remain outstanding and be governed by their respective terms and the provisions of the Amended 2009 Plan. The Amended 2009 Plan provides that, within a two-year period following a Change in Control, if an employee is terminated (without cause) by the Company, or if the employee voluntarily terminates for “good reason,” then all of his or her outstanding awards shall immediately vest and become exercisable. The criteria for “good reason” resignation will be established by the equity awards held by our Named Executive Officers will become immediatelyCommittee within the parameters of the safe harbor of Code Regulation 1.409A-1(n)(2) for “Separations from service for good reason.” The safe harbor conditions include material reduction in salary or responsibilities, a job relocation involving a substantial distance, and fully exercisable and/or vest upon such termination. In this case, the Named Executive Officer would have the right to exercise the vested portion of his unexercised awards for up to one year following his termination date, as long as the award period does not otherwise expire during such one-year period. If an awardee’scertain other materially adverse changes. An employee who voluntarily terminates employment is terminated for “cause” within 24 monthswithout good reason following a changeChange in control, and Tompkins is the surviving corporation following such change in control, or if the acquirer assumes the outstanding equity awards, or substitutes equivalent equity awards, then any equity awards held by the Named Executive OfficersControl will expire ornot be forfeited, and any rights under such awards will terminate immediately.entitled to accelerated vesting.   For purposes of the 2009 Equity Plan, the term “cause” is defined to mean (a) gross negligence or gross neglect of duties; or (b) commission of a felony or of a gross misdemeanor involving moral turpitude in connection with the employee’s employment with the Company; or (c) fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the employee’s employment; or (d) issuance of an order for removal of the employee by any agency which regulates the activities of the Company. Any determination of “Cause” under the plan is made by the Company’s Compensation Committee in its sole discretion.   Under the 2009 Equity Plan, unvested or unexercisable awards are forfeited or terminated upon an awardee’s termination of employment. If the Named Executive Officer’s employment is terminated for any reason other than death, disability, retirement or “cause,” he or she would have the right to exercise the vested portion of his or her unexercised awards for up to three months following his or her termination date, as long as the award period does not otherwise expire during such three-month period. Upon a termination for “cause,” any equity awards (whether or not exercisable) will terminate immediately, and any unvested restricted stock awards will be forfeited. If a Named Executive Officer dies, any equity awards which are exercisable will continue to be exercisable at any time before the earlier of (i) one year following his or her death or (ii) the expiration date of the award. Similarly, if a Named Executive Officer’s termination is due to disability or retirement, his or her equity awards which are exercisable will continue to be exercisable at any time before the earlier of (i) one year following his or her termination of employment or (ii) the expiration date of the award. However, a stock option which is intended to qualify as an Incentive Stock Option will only be treated as such to the extent it complies with the requirements of Section 422 of the Internal Revenue Code.   The Committee has the authority to establish or amend the terms and conditions of each award, subject to certain limitations described in the Plan. In 2016, the Committee authorized a program where the Company, on a case-by-case basis, may agree to amend existing award agreements with eligible retirees to permit continued vesting post-retirement, so long as (a) the Company does not exceed the Plan allowance of 5% of total Plan shares which may be awarded with less than a one-year vesting period, and (b) the retiree complies with certain restrictive covenants, including a non-solicitation covenant. Under this program, eligible retirees (including the Named Executive Officers) would continue to vest for a period of 3 years after retirement in all equity awards that are unvested at the time the executive retires. The following criteria must be met to be eligible for this continued vesting: ● The executive must be in good standing with the Company at retirement and remain in good standing for the 3-year period after retirement (including compliance with the applicable restrictive covenant); ● The executive must be at least age 55 and have at least 10 years of service at retirement; ● The sum of age and service at retirement must equal or exceed 75. This program may be altered or suspended by the Committee at any time, and the foregoing description is qualified entirely by reference to the specific terms and conditions of each Award Agreement, including any authorized amendments thereto. In addition, the Amended SERP agreements with Messrs. Fulmer andMr. Romaine provideprovides that in the event that the covered executive officer’s employment is terminated without cause (other than upon a change of control, death or disability), then he is entitled to (a) payment of his base salary in effect immediately prior to his termination of employment and (b) participation, at his option, in the Company’s welfare benefits. These severance benefits are payable for a period of 24 months to Mr. Fulmer and 12 months to Mr. Romaine. At the discretion of the Compensation Committee Messrs. Fetsko and Boyce may be eligible for severance under a practice that has historically been used by the Company in connection with reductions in force. Under this practice Messrs. Fetsko and Boyce might receive 4 weeks’ salary plus an additional 2 weeks’ salary for each completed year of service. If severance were to be granted, Messrs. Fetsko and Boyce would also be eligible to participate in the Company’s welfare benefits for the period covered by their severance. This historical severance practice is not pursuant to any written plan, and there are no assurances that the Compensation Committee would elect to continue this practice with respect to Messrs. Fetsko and Boyce or any other employees in the future.   Further, under the SERP agreements,Amended SERPs, in the event that a Named Executive Officer’s employment is involuntarily terminated (other than for cause) at any time, or, for Named Executive Officers other than Mr. Gruber, the executive voluntarily resigns after reaching age 55 and after completing 10 years of service, but prior to his designated retirement age in his Amended SERP, agreement, he or she will be entitled to payment of his retirement benefits on his designated retirement date, or, in the event of his death, his spouse will be entitled to payment of the death benefits described above.   No benefits are payable under the SERP agreementsAmended SERPs if the covered executive officer’s employment is terminated for cause, or if he or she competes with the Company. If the executive officer voluntarily terminates his or her employment before age 55 and completion of 10 years of service, or in Mr. Gruber’s case prior to age 65, other than because of death, disability or change of control, he or she will not be entitled to payment of any retirement benefits. The SERP agreementsAmended SERPs are not employment agreements and do not confer upon the covered executive officers any right to continued employment with the Company or any of its subsidiaries.   Potential Payments upon Change in Control as of December 31, 20132016 Name   SERP Accumulated Annual Benefit prior to Change of Control     SERP Accumulated Annual Benefit after Change of Control     Increase in Benefit     Other Benefits Due to Change of Control(1)                   Stephen S. Romaine   $ 263,538     $ 265,752     $ 2,214     $1,524,669 payable in year one; $720,625 payable for years 2 and 3. James W. Fulmer     144,653       144,653       —     $643,244 payable in year one; $254,733 payable for years 2 and 3. Francis M. Fetsko     62,441       72,395       9,954     $793,769 payable in year one; $405,258 payable for years 2 and 3. David S. Boyce     95,794       95,794       —     $759,497 payable in year one; $370,986 payable for years 2 and 3. Robert D. Davis     0       0       —     —                       SERP Accumulated Annual Benefit prior to Change of Control     SERP Accumulated Annual Benefit after Change of Control     Increase in Benefit     Other Benefits: Payable each Year for 3 Years(1)       ($)     ($)     ($)     ($)   Stephen Romaine     311,423       311,423       —       845,364   Francis Fetsko     91,586       91,586       —       459,446   Scott Gruber     32,340       74,023       41,683       455,933   David Boyce     122,311       122,311       —        416,588   Greg Hartz     84,207       116,819       32,612       374,613        (1) If terminated by the Company without cause, or duties or compensation of Named Executive Officer are significantly reduced due to change in control, Named Executive Officer receives for a period of three years continuation of compensation (base pay plus average of bonus and profit sharing compensation for last two years) as well as all current employee welfare benefits. Compensation is reduced by a factor of 20% to 100% dependent upon the executive officer’s age at the time of termination. Year one includes value of accelerated vesting of equity incentive awards, calculated using the closing sale price of our common stock on the NYSE MKT LLC on December 31, 2013. In addition to the above, Named Executive Officers would be entitled to awards of options/SARs otherwise deemed “unexercisable” and awards of restricted stock otherwise deemed “not vested”. These values are disclosed in the Outstanding Equity Awards at Fiscal Year-End Table.   The table above shows the potential incremental value transfer to each Named Executive Officer under a change-in-control scenario as of December 31, 2013,2016, the last business day of fiscal 2013. Unvested, unexercised stock options and unvested restricted stock awards are valued at the closing market price of our common stock on that date.2016. The actual amounts to be paid out can only be determined at the time of such Named Executive Officer’s separation from the Company.   Compensation Upon Other Termination Events as of December 31, 20132016      Stephen S. Romaine     James W. Fulmer     Francis M. Fetsko     David S. Boyce     Robert D Davis   Retirement(1)     —       168,663       —       —       —   Voluntary Resignation(2)     —       168,663       —       —       —   Termination Without Cause(3)     520,935       489,754       —       —       —   Termination for Cause(4)     —       36,477       —       —       —   Death(5)     1,892,196       1,360,332       1,021,000       1,112,800       175,000   Disability(6)     180,000       180,000       178,615       165,784       180,000                                       Stephen Romaine   Francis Fetsko   Scott Gruber   David Boyce   Greg Hartz       ($)   ($)   ($)   ($)   ($)   Retirement(1)     —(1)     —(1)     —(1)     —(1)     —(1)   Voluntary Resignation(1)     —(1)     —(1)     —(1)     —(1)     —(1)   Termination Without Cause(2)     594,098     —(2)     —(2)     —(2)     —(2)   Termination for Cause(3)     —(3)     —(3)     —(3)     —(3)     —(3)   Death(4)     1,892,196     1,021,000     1,350,000     1,236,000     1,110,800   Disability(5)     180,000     180,000     180,000     180,000     166,620   (1) This section shows amounts payable immediatelyPension Plan Benefits would be available to Romaine, Fetsko, Boyce and Hartz upon retirementRetirement or Voluntary Resignation as of 12/31/2013 under2016. Mr. Hartz is the Retirement Plan and Supplementalonly Named Executive Retirement Plan. Although Romaine, Fetsko, and Boyce have zeroes in this section, they would be entitledOfficer eligible to receive a future benefit under the Retirement Plan and Supplemental Executive Retirement Plan payable as early as age 55.of 12/31/2016 upon Retirement or Voluntary Resignation. The actuarial present value of the benefits payable under the Retirement Plan and Supplemental Executive Retirement Plan are fully disclosed in the Pension Benefits Table.   (2) This section shows amounts payable immediatelyPension Plan Benefits would be available to Romaine, Fetsko, Boyce and Hartz upon voluntary resignationTermination Without Cause as of 12/31/2013 under2016. Mr. Hartz is the Retirement Plan and Supplementalonly Named Executive Retirement Plan. Although Romaine, Fetsko, and Boyce have zeroes in this section, they would be entitledOfficer eligible to receive a future benefit under the Retirement Plan and Supplemental Executive Retirement Plan payable as early as age 55. The actuarial presentof 12/31/2016 upon Termination Without Cause. For Mr. Romaine, the amount shown represents 12 months base salary plus the value of the benefits payable under the Retirement Plan and Supplemental Executive Retirement Plan are disclosed in the Pension Benefits Table, and any12 months of welfare benefits. Any benefits payable to the executive for voluntary resignation with good cause following a Change of Control are disclosed on the Potential“Potential Payments uponUpon Change in Controlof Control” table above. (3) This section shows amounts payable immediately upon termination without cause (absent a change in control) as of 12/31/2013 under the Retirement Plan and Supplemental Executive Retirement Plan. For Romaine, the amount shown represents 12 months base salary plus the value of 12 months of welfare benefits. For Fulmer, the amount shown represents 12 months base salary plus the value of 12 months of welfare benefits as well as 12 months of benefit payments from the Retirement Plan and Supplemental Executive Retirement Plan. Although Fetsko and Boyce have zeroes in this section, they would be entitled to a future benefit under the Retirement Plan and Supplemental Executive Retirement Plan payable as early as age 55. The actuarial present value of the benefits payable under the Retirement Plan and Supplemental Executive Retirement Plan are fully disclosed in the Pension Benefits Table, and any benefits payable to the executive for voluntary resignation with good cause following a Change of Control are disclosed on the Potential Payments upon Change in Control table above.Table. (4)(3) This section shows amounts payable immediately upon Termination for Cause as of 12/31/20132016 under the RetirementPension Plan. No Supplemental Executive Retirement Plan benefits are payable to the NEOsNamed Executive Officers if they are terminatedTerminated for cause. AlthoughCause. Pension Plan Benefits would be available to Messrs. Romaine, Fetsko, Boyce and Boyce have zeroes in this section, they would be entitled to a future benefit under the Retirement Plan payableHartz upon Termination for Cause as early as age 55.of 12/31/2016. The actuarial present value of the benefits payable under the RetirementPension Plan and Supplemental Executive Retirement Plan are fully disclosed in the Pension Benefits Table. (5)(4) This section shows amounts payable immediately upon Deathdeath as of 12/31/20132016 under the Retirement Plan, Supplemental Executive Retirement Plan, Bank Owned Life Insurance and/or Group Term Life Insurance.Insurance and Death Benefit Obligation agreements. In addition to the amountamounts shown, for Fetsko, histhe surviving spouse upon death would receive a futureannuity death benefit from the RetirementPension Plan payable immediately and Supplemental Executive Retirement Plan atpayable as early as the time Fetskodate the executive would have reachedattained retirement age 55.as defined under the SERP. The actuarial present value of the benefits payable to the surviving spouse is less than half of the actuarial present values disclosed in the Pension Benefits table. (6)(5) This section shows amounts payable immediately upon disability as of 12/31/20132016 under the Long-Term Disability Plan.   Deferred Compensation Plan for Selected Officers   The Company maintains a nonqualified deferred compensation plan for a select group of officers, including the Named Executive Officers. This plan allows participating employees to defer receipt of all or a portion of bonuses, excess awards under the Company’s 401(k) plan, and profit sharing payments otherwise payable to them until a future date. Amounts deferred under the deferred compensation plan on the part of the Named Executive Officers are included as “Bonus” or “All Other Compensation”,Compensation,” as applicable, in the Summary Compensation Table above.   The bonuses listed in the Summary Compensation Table are reported for the year in which they were earned. The payment for said bonuses is made in the following year. If the Named Executive Officer elects to defer a bonus or profit sharing payment, the amount credited to his or her account under the deferred compensation plan is the net amount after Social Security and Medicare are withheld.   Amounts deferred by participating officers are credited to a bookkeeping account maintained for each officer. Such amounts then accrue interest on a quarterly basis, at a rate equal to the higher of either the highest yielding Treasury constant maturity bond for that calendar year, as reported in the Federal Reserve Statistical Release, or the prime rate, as published in The Wall Street Journal on the first business day of that calendar year. During 2013,2016, interest accrued under the deferred compensation plan at the prime rate, 3.25%3.50%. Earnings reported in the table below are not considered “above-market” or “preferential” under applicable SEC rules and therefore are not reported in the Summary Compensation Table.   At the time an officer elects to participate in the deferred compensation plan, he or she also selects a deferral payment date, on which payments under the plan will commence. Payments will be either in a lump sum or in the number of annual installments specified by the officer at the time he or she selects the deferral payment date. The deferral payment date must occur no earlier than the calendar year after the officer’s 60th birthday, and no later than the calendar year after the officer’s 65th birthday.   An officer may at any time terminate his or her election to defer payments under the deferred compensation plan. Any such election is effective on the last day of the calendar year in which the election was made.   All payments under the deferred compensation plan are made in cash. Upon the death of a participant in the deferred compensation plan, any remaining balance in his or her account will be paid in a lump sum to his or her estate or designated beneficiaries. A participating officer may, under certain circumstances specified in the deferred compensation plan, be entitled to a hardship distribution of all or any portion of his or her account.   20132016 Non-Qualified Deferred Compensation   Name and Principal Position   Executive Contributions in Last FY     Registrant Contributions in Last FY     Aggregate Earnings in Last FY     Aggregate withdrawals / Distributions     Aggregate Balance at Last FYE       ($)     ($)     ($)     ($)     ($)   Stephen S. Romaine     n/a       —       —       —       n/a   James W. Fulmer(1)     10,226       —       2,702       —       86,260   Francis M. Fetsko(2)     11,310       —       3,402       —       107,975   David S. Boyce(3)     12,900       —       4,064       —       128,852   Robert D. Davis     n/a       —       —       —       n/a       Executive Contributions in Last FY   Registrant Contributions in Last FY   Aggregate Earnings in Last FY   Aggregate withdrawals / Distributions   Aggregate Balance at Last FYE     ($)   ($)   ($)   ($)   ($) Stephen S. Romaine     —     —     —      —     — Francis M. Fetsko(1)     15,598     —     5,629     —     166,369 Scott Gruber     —     —     —     —     — David S. Boyce(2)     20,250     —     6,989     —     206,417 Gregory J. Hartz(3)     11,025     2,959     4,248     —     128,282     (1) Mr. FulmerFetsko has elected to defer 15% of his bonus and profit sharing payment, which is the amount included in the “Executive Contributions in the Last Fiscal Year.” The aggregate balance includes deferrals since Mr. Fulmer’s election to participate in the plan since 2006. (2) Mr. Fetsko has elected to defer 15% of his bonus and profit sharing payment. The aggregate balancecolumn includes deferrals since Mr. Fetsko’s election to participate in the plan in 2002. (3)(2) Mr. Boyce has elected to defer 25% of his bonus, which is the amount included in the “Executive Contributions in the Last Fiscal Year.” The aggregate balance includes deferrals since Mr. Boyce’s election to participate in the plan sincein 2003.   (3) Mr. Hartz has elected to defer 15% of his bonus, which is the amount included in the “Executive Contributions in the Last Fiscal Year.” Mr. Hartz’s New DC SERP benefit is included in the “Registrant Contributions in Last Fiscal Year.” The aggregate balance includes deferrals since Mr. Hartz’s election to participate in the plan in 2003, plus his New DC SERP benefit for 2016. Information regarding the New DC SERP benefit can be found under the “Retirement Plans” section above. 36    PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION In accordance with Section 14A of the Securities Exchange Act of 1934, we are asking shareholders to approve, on a non-binding, advisory basis, the compensation paid to our Named Executive Officers (NEOs) as described in this Proxy Statement in accordance with the SEC’s rules. This Proposal is commonly known as a “Say on Pay.” Accordingly, we will ask our shareholders to vote “FOR” the following resolution at the Meeting: “RESOLVED, that the compensation paid to Tompkins Financial Corporation’s Named Executive Officers (NEOs), as disclosed pursuant to the compensation disclosure rules of the Securities Exchange Commission in the Company’s Proxy Statement for the 2017 Annual Meeting of Shareholders (which disclosure includes the Compensation Discussion and Analysis, the Executive Compensation Tables, and narrative discussion) is hereby APPROVED.” As discussed in the “Compensation Discussion and Analysis,” we believe that our executive compensation program is effective and appropriate, and that the 2016 compensation packages for our executive officers are reasonable and strongly focused on pay for performance principles. We emphasize compensation opportunities that reward our executives when they deliver desired financial and strategic results, with a focus on long-term value creation rather than short-term, market-driven measures. Through equity grants with a five-year vesting period, we also align the interests of our executives with our shareholders and the long-term goals of the Company. The Board and the Committee maintain full discretion over the variable components of our compensation program; accordingly, executives are not incentivized to take risks which are misaligned with the Board-approved risk appetite and long-term strategic goals. We believe that the fiscal year 2016 compensation of our NEOs was appropriate and aligned with Company results, and that it will facilitate the Company’s growth in future years. Because your vote is advisory, it will not be binding upon the Company, the Board of Directors or the Compensation Committee. However, our Board of Directors and the Compensation Committee value the opinions of our shareholders and will take into account the outcome of the vote when considering future executive compensation decisions as it deems appropriate. We will provide our shareholders with the opportunity to vote on the compensation paid to our Named Executive Officers at least once every three years. Following the 2011 Annual Meeting of Shareholders, the Board of Directors determined to hold a Say on Pay vote every three years until the next vote on the frequency of Say on Pay votes. As discussed below under Proposal No. 3, we are again providing the shareholders with the opportunity to cast an advisory vote on the frequency of the Say on Pay vote at the Meeting. The Board of Directors will consider the outcome of Proposal No. 3 in determining when the next Say on Pay vote will be held. Vote Required and Recommendation Shareholders may vote “for”, “against”, or “abstain” on Proposal No. 2. The affirmative vote of a majority of the votes cast on the Proposal is required for approval of this Proposal. Abstentions and broker non-votes will not constitute or be counted as votes cast for purposes of this Proposal, and therefore will have no impact on the outcome of this Proposal.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR APPROVAL OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS (NEOs) AS DESCRIBED IN THIS PROXY STATEMENT. SHARES OF COMMON STOCK COVERED BY EXECUTED PROXIES RECEIVED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” PROPOSAL NO. 2, UNLESS THE SHAREHOLDER SPECIFIES A DIFFERENT CHOICE. 37  PROPOSAL NO. 3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS As described in Proposal No. 2 above, the Company’s shareholders have the opportunity to cast an advisory vote to approve the compensation paid to the Company’s Named Executive Officers. In accordance with Section 14A of the Exchange Act and Rule 14a-21(b), we are asking our shareholders to indicate whether future advisory votes to approve the compensation paid to our named executive officers should be held every year, every two years, or every three years. After careful consideration, the Board of Directors has determined to recommend that shareholders have the opportunity to cast an advisory vote on executive compensation every year. While the Company will continue to design compensation with a long-term focus, we are aware that it has become customary for our peers to hold an annual vote on executive compensation. At this time, we believe that an annual vote will provide our shareholders with an opportunity to provide direct feedback on our executive compensation program. Notwithstanding the Board of Directors’ recommendation and the outcome of the shareholder vote, the Board may, in the future, decide to conduct advisory votes on a less frequent basis and may vary its practice based on factors such as discussions with shareholders, emerging best practices, or a decision to allow additional time to adjust its executive compensation programs in response to the outcome of shareholder advisory votes. This vote is advisory and not binding on the Company, the Board of Directors or the Compensation Committee. However, the Board of Directors and the Compensation Committee value the opinions expressed by the Company’s shareholders and will consider the outcome of the vote when considering the frequency of future advisory votes on executive compensation. Under to the Dodd-Frank Act we are required, at least once every six years, to conduct a vote regarding the frequency of Say on Pay. The Board retains the discretion to hold an advisory vote on the frequency of holding a Say on Pay vote more often than once every six years. Vote Required and Recommendation Shareholders may cast a vote on the preferred frequency of future advisory votes on executive compensation by selecting the option of “every year”, “every two years”, or “every three years”, or they may “abstain” from voting. Therefore, shareholders are not voting to approve or disapprove the recommendation of the Board of Directors. The affirmative vote of a majority of the votes cast on the Proposal will determine the outcome of the vote on this Proposal. A majority of the votes cast means that for one frequency to be recommended, the number of votes cast for that frequency must exceed the aggregate number of votes cast for the other two frequencies. Abstentions and broker non-votes will not constitute or be counted as votes cast for purposes of this Proposal, and therefore will have no impact on the outcome of this Proposal. Although the legal voting standard is a majority vote, the Board of Directors values the opinions of our shareholders in this matter and, to the extent there is any significant vote in favor of one frequency over the other frequencies, even if less than a majority, the Board will take that into account in making its frequency determination. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE OPTION OF “EVERY YEAR” AS THE PREFERRED VOTING FREQUENCY FOR FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. SHARES OF COMMON STOCK COVERED BY EXECUTED PROXIES RECEIVED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” THE OPTION OF “EVERY YEAR,” UNLESS THE SHAREHOLDER SPECIFIES A DIFFERENT CHOICE. 38  PROPOSAL NO. 4 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, KPMG LLP, AS INDEPENDENT AUDITOR   The Audit/Examining Committee of the Board of Directors of the Company has appointed the independent registered public accounting firm, KPMG LLP (“KPMG”), as the Company’s independent auditor for the fiscal year ending December 31, 2014.2017. Although our Bylaws do not require the submission of the selection of the independent auditor to our shareholders for approval, the Board believes it is appropriate to give shareholders the opportunity to ratify the decision of the Audit/Examining Committee. Neither the Audit/Examining Committee nor the Board will be bound by the shareholders’ vote at the meeting but may take the shareholders’ vote into account in future determinations regarding the retention of the Company’s independent auditor.   Vote Required and Recommendation   Shareholder may vote “for”, “against” or “abstain” on Proposal No. 4. The affirmative vote of a majority of the votes cast on the proposalProposal is required for approval of this proposal.Proposal. Abstentions and broker non-votes will not constitute or be counted as votes cast for purposes of this proposal,Proposal, and therefore will have no impact on the outcome of this proposal.Proposal.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, KPMG LLP, AS THE INDEPENDENT AUDITOR OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.2017. SHARES OF COMMON STOCK COVERED BY EXECUTED PROXIES RECEIVED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” PROPOSAL NO. 2,4, UNLESS THE SHAREHOLDER SPECIFIES A DIFFERENT CHOICE. PROPOSAL NO. 3  ADVISORY VOTE ON THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS This proposal, commonly known as a “Say-on-Pay” proposal, gives our shareholders the opportunity to approve or not approve, on an advisory (nonbinding) basis, the compensation paid to our Named Executive Officers (NEOs) as described in this Proxy Statement in accordance with the SEC’s rules. Accordingly, we will ask our shareholders to vote “FOR” the following resolution at the Meeting: “RESOLVED, that the shareholders approve, on an advisory basis, the compensation paid to Tompkins Financial Corporation’s Named Executive Officers (NEOs), as disclosed pursuant to the compensation disclosure rules of the Securities Exchange Commission in the Company’s Proxy Statement for the 2014 Annual Meeting of Shareholders (which disclosure includes the Compensation Discussion and Analysis, the executive compensation tables, and narrative discussion).” What factors should be considered? The Board of Directors urges you to consider the discussion of our executive compensation programs and practices in the “Compensation Discussion and Analysis” section of this Proxy Statement, beginning on page 16. As discussed in the “Compensation Discussion and Analysis”, we believe that our executive compensation program is effective and appropriate, and that the 2013 compensation packages for our named executive officers are reasonable and strongly focused on pay-for-performance principles. We emphasize compensation opportunities that reward our executives when they deliver desired financial and strategic results. Through stock ownership and equity grants, we also align the interests of our executives with our shareholders and the long-term goals of the Company. We believe that the fiscal year 2013 compensation of our NEOs was appropriate and aligned with Company results, and that it will facilitate the Company’s growth in future years. Why is the proposal being submitted to the shareholders? The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), requires that public companies give their shareholders the opportunity to approve, on a nonbinding basis, executive officer compensation every one, two or three years. At the Company’s Annual Meeting of Shareholders in May 2011, the shareholders determined to hold this “Say-on-Pay” vote every three years. Is this vote binding on the Board of Directors? Because your vote is advisory, it will not be binding upon the Board of Directors or the Compensation Committee. However, our Board of Directors and the Compensation Committee value the opinions of our shareholders and will take into account the outcome of the vote when considering future executive compensation decisions as it deems appropriate. Vote Required and Recommendation The affirmative vote of a majority of the votes cast on the proposal is required for approval of this proposal.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF APPROVING THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS (NEOS) AS DESCRIBED IN THIS PROXY STATEMENT. SHARES OF COMMON STOCK COVERED BY EXECUTED PROXIES RECEIVED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” PROPOSAL NO. 3, UNLESS THE SHAREHOLDER SPECIFIES A DIFFERENT CHOICE. 35 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE   Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s Directors and officers, and persons who own more than 10% of the Company’s common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s capital stock. Officers, Directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.   To the Company’s knowledge, based upon on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during fiscal 20132016 all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% shareholders were satisfied in a timely manner, except for one Form 4 filing forthat each of the Company’s executive officersfollowing reporting persons filed a Form 4 on November 14, 2016 disclosing late reports as follows: Mr. Boyce – three reports that each reported one transaction; Mr. Gruber – two reports that each reported one transaction; Mr. Klein – five reports that each reported one transaction; and Messrs. Fetsko, Hartz and Romaine – six reports each that reported one transaction. The late reports disclosed the number of shares withheld to satisfy the reporting person’s tax withholding obligations related to the vesting of restricted stock, which transactions were filed three days latenot timely reported due to an administrative error.   TRANSACTIONS WITH RELATED PERSONS   Certain Directors and executive officers of the Company, members of their immediate families and companies or firms with which they are associated, were customers of, or had other transactions with, the Company or its wholly-owned subsidiaries in the ordinary course of business during fiscal 2013.2016. Any and all loans and commitments to lend to such individuals were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company and did not involve more than the normal risk of collectability or present other unfavorable features. As of December 31, 2013,2016, the balance of all such loans was $5,193,533.$7,132,016 and committed unadvanced balances totaled $3,398,770. None of the loans outstanding to Directors or executive officers of the Company, or members of their immediate families or companies or firms with which they are associated, were nonperforming at December 31, 2013.2016.   The Board maintains a written policy governing the procedures by which the Company and any of its subsidiaries may enter into transactions with related parties (the “Policy”). The Policy defines an “Interested Transaction” as any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) the Company or any if its subsidiaries is a participant, and (3) any Related Party has or will have a direct or indirect interest (other than solely as a result of being a director or beneficial owner of less than 10 percent of another entity). A “Related Party” is any (a) person who is or was an executive officer of the Company during the prior 12 months, a Director of the Company or a nominee for election as a Director of the Company, (b) greater than 5 percent beneficial owner of the Company’s common stock, or (c) immediate family member of any of the foregoing. The Company’s Nominating and Corporate Governance Committee is apprised of any potential Interested Transaction, and this Committee is charged with evaluating and approving, as appropriate, any such transactions. The Committee takes into account, among other factors it deems appropriate, whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the Related Party’s interest in the transaction. In its implementation of the Policy, the Committee also has reviewed certain types of Interested Transactions and has established standing pre-approval for these types of transactions, subject in all cases to compliance with applicable regulations of the SEC, federal and state bank regulatory authorities, and other regulatory agencies. Examples of pre-approved transactions include executive compensation (so long as it is approved by the Compensation Committee, properly disclosed in our proxy statement or other required regulatory filings, and the executive in question is not an immediate family member of another executive officer or a director); director compensation (so long as it is properly disclosed in our proxy statement or other regulatory filings); transactions which involve payments to our shareholders on a pro-rata basis (e.g., dividends). In addition, the provision of certain banking services to a Related Party have been pre-approved, as follows: (a) services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services, (b) any extension of credit to a Related Party which is reviewed and approved by the Board of Directors of a subsidiary in accordance with Federal Reserve Board Regulation “O”, or (c) an extension of credit made by a banking subsidiary to a Related Party who is not subject to Regulation “O” when the extension of credit is made (i) in the ordinary course of business, (ii) on substantially the same terms (including interest rates and collateral) as are prevailing at the time for comparable transactions with persons not related to the Company, and (iii) does not involve more than the normal risk of collectability or present other unfavorable features.   Director Michael Spain’s brother, William D. Spain, Jr. is a 50% owner of the law firm of Spain & Spain, PC. During 2013,2016, the Company, through its subsidiary, Tompkins Mahopac Bank, paid $212,568$143,504 in legal fees to Spain & Spain, PC. Of this amount, $46,778$51,800 was paid as a general retainer, and $165,790$91,704 was paid for litigation fees. An additional amount of $584,675$288,400 was paid for mortgage closing services, the cost of which was reimbursed by the borrowerborrowers in connection with the mortgage closing.closings. 41    REPORT OF THE AUDIT/EXAMINING COMMITTEE OF THE BOARD OF DIRECTORS   The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that it be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.   The Audit/Examining Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibilities. The Audit/Examining Committee is composed of four non-employee Directors, all of whom are “Independent Directors” under Section 803 of the NYSE MKT LLC Company Guide and Rule 10A-3 under the Exchange Act.   The Audit/Examining Committee operates under a written charter approved by the Board. The Audit/Examining Committee’s primary duties and responsibilities are: to oversee the Company’s accounting and financial reporting process and the audit of the Company’s financial statements and to monitor the integrity of the Company’s financial statements; to monitor the independence and qualifications of the Company’s independent auditor; monitor the performance of the Company’s independent auditor and internal auditing department; provide an avenue of communication among the Company’s independent auditor, management, the internal auditing department, and the Board of Directors; and to monitor compliance by the Company with legal and regulatory requirements. The Audit/Examining Committee is also directly responsible for the appointment and compensation of the Company’s independent auditor.   The Audit/Examining Committee met nineten times during fiscal 20132016 and reports to the Board on a quarterly basis. The Audit/Examining Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. The Audit/Examining Committee’s meetings include, whenever appropriate, executive sessions with the Company’s independent auditors and with the Company’s internal auditors, in each case without the presence of the Company’s management.   The Audit/Examining Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities. It has direct access to the independent auditors and to any employee or officer of the Company it deems necessary. The Audit/Examining Committee has the ability to retain, at the Company’s expense and at compensation it deems appropriate, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.   Management is responsible for the Company’s internal controls and financial reporting process. The Company’s independent registered public accounting firm, KPMG, is responsible for performing an independent audit of the Company’s consolidated financial statements and an audit of the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States).   In connection with its responsibilities, the Audit/Examining Committee reviewed and discussed with management and with KPMG the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2013.2016. The Audit/Examining Committee also discussed with KPMG the matters required to be discussed by Auditing Standard No. 161301 as adopted by Public Company Accounting Oversight Board, received the written disclosures and the letter from KPMG required by the applicable requirements of the Public Company Accounting Oversight Board relating to that firm’s communications with the Audit/Examining Committee concerning KPMG’s independence from the Company, and has discussed with KPMG its independence.   Based upon the Audit/Examining Committee’s discussions with management, the Company’s internal auditor, and KPMG and the Audit/Examining Committee’s review of the information described in the preceding paragraph, the Audit/Examining Committee recommended to the Board that the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2013,2016 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013,2016, for filing with the SEC.   Members of the Audit/Examining Committee:   Paul J. Battaglia, Chair   Susan A. Henry Patricia A. Johnson   Frank C. Milewski   Craig Yunker42    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   The Audit/Examining Committee has appointed KPMG to continue as the Company’s independent registered public accounting firm engaged for the purpose of auditing the consolidated financial statements of the Company for the fiscal year ending December 31, 2014.2017. A representative of KPMG is expected to attend the Annual Meeting and will have an opportunity to make statements and respond to appropriate questions from shareholders.   Audit and Non-Audit Fees   KPMG, a registered public accounting firm, is engaged as the Company’s independent auditor. The following table sets forth the aggregate audit fees billed to the Company for the fiscal years ended December 31, 20132016 and December 31, 20122015 by KPMG.     2013     2012   Audit Fees:   $ 516,000     $ 839,400   Audit-Related Fees:     0       0   Tax Fees:     0       0   All Other Fees:     0       0       2016     2015   Audit Fees:   $ 633,000     $ 631,500   Audit-Related Fees:     0       0   Tax Fees:     0       0   All Other Fees:     0       0     Audit Fees: These are fees for professional services rendered for the audit of the Company’s consolidated annual financial statements and review of the consolidated financial statements included in the Company’s periodic reports under the Exchange Act, and for services that would normally be provided by the Company’s auditor in connection with statutory and regulatory filings or engagements for the periods covered. Audit Fees also include activities related to internal control reporting under Section 404 of the Sarbanes-Oxley Act.   Audit-Related Fees: These include fees for assurance and related services provided by the independent auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.” All fees billed by KPMG for services related to the audit or review of the Company’s financial statements are reported as “Audit Fees” above.   Tax Fees: These are fees for professional services rendered regarding tax compliance, tax advice or tax planning. More specifically, these include fees billed for tax return preparation, quarterly estimates, tax planning, and tax related research.   All Other Fees: These are fees for all other products and services provided by the independent auditor that do not fall within the previous categories.   The Company’s principal independent auditor, KPMG, did not perform any services other than financial audit services during fiscal 20132016 nor 2012.2015.   Audit/Examining Committee Pre-Approval Policy   The Audit/Examining Committee pre-approves all audit services and permitted non-audit services (including the fees and terms of such services) to be provided to the Company by its independent auditor, other than non-audit services falling within thede minimis exception described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Audit/Examining Committee prior to the completion of the audit. The Audit/Examining Committee may delegate to one or more designated members of the Audit/Examining Committee the authority to grant pre-approvals of audit services and permitted non-audit services, provided that decisions of such designated member(s) to pre-approve one or more such services shall be reported to the full Audit/Examining Committee at its next scheduled meeting.   All audit and non-audit services provided by KPMG, the independent registered public accounting firm engaged for the purpose of auditing the consolidated financial statements of the Company for fiscal 20132016 and fiscal 2012,2015, were pre-approved by the Company’s Audit/Examining Committee. SHAREHOLDER PROPOSALS   Proposals of shareholders of the Company that are intended to be presented by such shareholders at the Company’s 20152018 Annual Meeting and that shareholders desire to have included in the Company’s Proxy materials relating to such meeting must be received by the Company no later than December 5, 2014,1, 2017, which is 120 calendar days prior to the anniversary of the Company’s mailing of this Proxy Statement, and must be in compliance with SEC Rule 14a-8 in order to be considered for possible inclusion in the Proxy Statement and Form of Proxy for that meeting.   OTHER ANNUAL MEETING BUSINESS Under the Company’s Bylaws, in order for a matter to be deemed properly presented at the 20152018 Annual Meeting outside of the Rule 14a-8 process described above, notice must be delivered to the Corporate Secretary of the Company at the principal executive offices of the Company no later than the close of business on December 5, 20141, 2017 (120 calendar days prior to the anniversary of the Company’s mailing of this Proxy Statement). These advance notice provisions are in addition to, and separate from, the requirements that a shareholder must meet to have a proposal included in our Proxy Statement under SEC rules (described above). The shareholder’s notice must set forth, as to each matter the shareholder proposes to bring before the annual meeting (a) a description in reasonable detail of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the Company’s books, of the shareholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made, (c) the number of shares of the Company that are owned beneficially and of record by the shareholder proposing such business and by the beneficial owner, if any, on whose behalf the proposal is made, and (d) any personal or other material interest of such shareholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made in such business. In addition, a shareholder seeking to submit such business at an annual meeting shall promptly provide any other information reasonably requested by the Company. If a shareholder gives notice of such a proposal after the Bylaw deadline, the shareholder will not be permitted to present the proposal to the shareholders for a vote at the meeting. SEC rules permit the proxy holders to vote in their discretion in certain cases if the shareholder does not comply with this deadline, and in certain other cases notwithstanding the shareholder’s compliance with this deadline.   FORM 10-K   A copy of the Company’s Annual Report on Form 10-K filed with the SEC is available without charge at our website (http://www.tompkinsfinancial.com) or by writing to: Tompkins Financial Corporation, ATTN: Francis M. Fetsko, Executive Vice President & Chief Financial Officer, P.O. Box 460, Ithaca, New York 14851. In addition, the Annual Report on Form 10-K (with exhibits) is available at the SEC’s Internet site (http://www.sec.gov).   OTHER MATTERS   The Company’s Board of Directors knows of no business to be presented for shareholder action at the Company’s Annual Meeting other than the election of Directors, the advisory approval of the compensation paid to the Company’s Named Executive officers, the advisory approval of “EVERY YEAR” for the frequency of future advisory votes on executive compensation, and the ratification of the appointment of the independent registered public accounting firm, KPMG LLP, as the Company’s independent auditor for the fiscal year ending December 31, 2014, and the advisory vote on the compensation paid to our Named Executive Officers in 2013.2017. If any additional matters should be presented, it is intended that the enclosed proxy will be voted in accordance with the judgment of the person or persons acting under the proxy.   Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Company’s Annual Meeting, you are urged to vote your proxy promptly. You may vote by telephone, via the Internet, or mark, sign, date, and return the enclosed Proxy Card in the accompanying pre-addressed postage-paid envelope. Your proxy may be revoked prior to its exercise by delivering to the Company’s Corporate Secretary prior to the Company’s Annual Meeting a written notice of revocation or a duly executed proxy bearing a later date, or by attending the Company’s Annual Meeting, filing a written notice of revocation with the Corporate Secretary at the Company’s Annual Meeting prior to the vote, and voting in person. To obtain directions to be able to attend the Annual Meeting and vote in person, please contact our Corporate Secretary at (607) 274-2078.   Dated: April 4, 2014March 31, 2017 By Order of the Board of Directors               /S/ Kathleen A. Manley     Asst. Vice President & Corporate Secretary   HOUSEHOLDING OF PROXY STATEMENT   The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for Proxy Statements and Annual Reports with respect to two or more shareholders sharing the same address by delivering a single Proxy Statement or Annual Report, as applicable, addressed to those shareholders. As permitted by the Exchange Act, only one copy of this Proxy Statement is being delivered to shareholders residing at the same address, unless shareholders have notified the Company whose shares they hold of their desire to receive multiple copies of the Proxy Statement. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies.   If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Statement, or if you are receiving multiple copies of this Proxy Statement and wish to receive only one, please contact the Investor Relations department of the Company. The Company will promptly have delivered,deliver, upon oral or written request, a separate copy of this Proxy Statement to any shareholder residing at an address to which only one copy was mailed. Requests for additional copies from the Company should be directed to:   Tompkins Financial Corporation The Commons P.O. Box 460 Ithaca, NY 14851 (607) 274-2078   Attention: Ms. Kathleen A. Manley, Assistant Vice President and Corporate Secretary       P.O. Box 460, Ithaca, New York 14851 (607) 273-3210 www.tompkinsfinancial.com www.tompkinsfinancial.com   ANNUAL MEETING OF SHAREHOLDERS OF TOMPKINS FINANCIAL CORPORATION Monday,May 12, 20148, 2017 GO GREEN PROXY VOTING INSTRUCTIONS e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. INTERNET -Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE -Call toll-free1-800-PROXIES(1-800-776-9437) in the United States or1-718-921-8500from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM EST, Sunday, May 11, 2014. MAIL -Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON -You may vote your shares in person by attending the Annual Meeting. GO GREEN -e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access. COMPANY NUMBER ACCOUNT NUMBER IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 12, 20148, 2017:: The Notice of Meeting/Proxy Statement, Corporate Report, and Form 10-K are available at www.tompkinsfinancial.com/proxy. Please sign, date and mail your proxy card in the envelope provided as soon as possible.   Please detach along perforated line and mail in the envelope provided. IF you are not voting via telephone or the Internet.     THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES LISTED UNDER PROPOSAL 1 BELOW, AND “FOR” PROPOSALS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE☒ Proposal No. 1. To elect sixteen (16) directors for a term of one year:      21230403000000000000   4      050817         THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES LISTED UNDER PROPOSAL 1 BELOW, AND “FOR” PROPOSALS 2 AND 4; AND FOR THE FREQUENCY OF “EVERY YEAR” UNDER PROPOSAL 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  ☒   Proposal No. 1. Election of twelve (12) directors for a term of one year: ☐ NOMINEES: FOR ALL NOMINEES John E. Alexander Paul J. Battaglia ☐  WITHHOLD AUTHORITY FOR ALL NOMINEES Daniel J. Fessenden James W. Fulmer Susan A. Henry ☐  FOR ALL NOMINEES EXCEPT (Seeinstructionsbelow) Patricia A. Johnson Frank C. Milewski Thomas R. Rochon Stephen S. Romaine Michael H. Spain       NOMINEES: ☐ FOR ALL O   John E. Alexander O   William D. Spain, Jr. NOMINEES O Paul J. Battaglia O Alfred J. Weber O   Daniel J. Fessenden O   Craig Yunker ☐ WITHHOLD O James W. Fulmer AUTHORITY O James R. Hardie FOR ALL O   Carl E. Haynes NOMINEES O Susan A. Henry       O  Patricia A. Johnson Craig Yunker   ☐   FOR ALL O Frank C. Milewski NOMINEES O Sandra A. Parker EXCEPT O Thomas R. Rochon (See O Stephen S. Romaine INSTRUCTIONS O Michael H. Spain below)   INSTRUCTIONSINSTRUCTIONS::  To withhold authority to vote for any individual Nominee(s), mark “FOR ALL NOMINEES EXCEPT” and fill in the circle next to each Nominee(s) with respect to whom you withhold authority to vote, as shown here: ●

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. ☐      FOR    AGAINST     ABSTAIN  FOR AGAINST ABSTAIN Proposal No. 2. Advisory approval of the compensation paid to the Company’s Named Executive Officers.  ☐ ☐  ☐  3 YEARS 2 YEARS EVERY YEAR ABSTAIN Proposal No. 3.Advisory vote on the frequency of future advisory votes to approve the compensation paid to the Company’s Named Executive Officers. ☐  ☐  ☐  ☐  FOR AGAINST ABSTAIN Proposal No. 4.Ratify the appointment of the independent registered public accounting firm, KPMG LLP, as the Company’s independent auditor for the fiscal year ending December 31, 2014.2017.  ☐ ☐   ☐  ☐ ☐           Proposal No. 3.AdvisoryIn their discretion, the proxies will vote to approveupon such other business as may properly come before the compensation paid to the Company’s Named Executive Officers, as described in the 2014 Proxy Statement.Annual Meeting or any adjournment thereof.   ☐ ☐ ☐ TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD. In their discretion, the proxies will vote upon such other business as may properly come before the Annual Meeting or any adjournment thereof. TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD.   Signature of Shareholder     Date:  Signature of Shareholder     Date:   Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the shareholder is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If shareholder is a partnership, please sign in partnership name by authorized person.       TOMPKINS FINANCIAL CORPORATION Annual Meeting of Shareholders to be held Monday, May 12, 20148, 2017   YOUR VOTING CARD IS ATTACHED BELOW. You may vote by telephone, via the Internet, by conventional mail, or in person at the Annual Meeting. Please read the other side of this card carefully for instructions. However you decide to vote, your representation at the Annual Meeting of Shareholders is important to Tompkins Financial Corporation.         1   PROXY/VOTING INSTRUCTION CARD THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TOMPKINS FINANCIAL CORPORATION FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MONDAY, MAY 12, 20148, 2017  The undersigned shareholder of TOMPKINS FINANCIAL CORPORATION (the “Company”) hereby constitutes and appoints Francis M. Fetsko and Kathleen A. Manley, and each of them, as agent and proxy of the undersigned, with full power of substitution and revocation, to vote all shares of Common Stock of the Company standing in his or her name on the books of the Company and that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held at 5:30 p.m. at the Country Club of Ithaca, 189 Pleasant Grove Road, Ithaca, NY, on Monday, May 12, 2014,8, 2017, or at any adjournment thereof, with all the powers which the undersigned would possess if personally present, as designated on the reverse side. THE UNDERSIGNED HEREBY INSTRUCTS THE SAID PROXIES TO VOTE IN ACCORDANCE WITH THE INSTRUCTIONS INDICATED ON THE REVERSE SIDE. IF NO INSTRUCTION IS GIVEN ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINEES FOR DIRECTOR LISTED ON THE REVERSE SIDE,SIDE; “FOR” ADVISORY APPROVAL OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS; FOR “EVERY YEAR” AS THE PREFERRED FREQUENCY FOR FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS; AND “FOR” RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, KPMG LLP, AS THE COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014, AND “FOR” APPROVAL OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE 2014 PROXY STATEMENT.2017. THE PROXIES WILL VOTE IN THEIR DISCRETION WITH RESPECT TO SUCH OTHER MATTERS (INCLUDING MATTERS INCIDENT TO THE CONDUCT OF THE MEETING), AS MAY PROPERLY COME BEFORE THE MEETING. The undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy Statement dated April 4, 2014,March 31, 2017 relating to the Annual Meeting of StockholdersShareholders to be held May 12, 2014.8, 2017. (Signature on the reverse side is required.) (Continued and to be marked, signed and dated on reverse side.) COMMENTS: 43COMMENTS: 1.1 14475