DEF 14A of Trustco Bank Corp N Y
Filed Apr 1, 2026 · FY20250001140361-26-012717
Compensation Philosophy and Practices
| • | Encourage and reward the achievement of our short-term and long-term financial and strategic objectives, |
Compensation Philosophy and Practices
| • | Align executive interests with the interests of our shareholders to encourage their focus on long-term return to shareholders and consideration of risk management, and |
Compensation Philosophy and Practices
| What We Do | | | ✔ | Tie a substantial portion of executive pay to corporate performance | | ✔ | Provide for more than one metric for vesting under our performance-based restricted stock unit awards (“PSUs”) | | ✔ | Establish separate metrics for our short-term and long-term incentive plan designs to evaluate performance | | ✔ | Pay equity awards in the form of Company stock rather than cash | | ✔ | Use balanced performance metrics that consider both the Company’s absolute performance and its relative performance versus peers | | ✔ | Maintain a robust clawback policy that meets the requirements of Nasdaq Listing Rule 5608, the clawback policy covers all executive officer incentive-based awards granted, based upon material financial statement restatement or material fraud or misconduct | | ✔ | Require stock ownership guidelines for named executive officers and directors, stock options and unearned PSUs do not count toward satisfaction of the guidelines | | ✔ | Engage with shareholders to promote transparency, improve accountability, and provide investors with a meaningful voice relating to our corporate governance and executive compensation practices |
Compensation Philosophy and Practices
| • | “FOR” the approval of an Amendment to the TrustCo Bank Corp NY Amended and Restated 2019 Equity Incentive Plan in order to increase the aggregate number of shares of common stock available for issuance under the plan, |
Proposal 1 - Election of Directors
Proposal 1 - Election of Directors Our board is not classified, and all of our directors serve one-year terms. The board of directors also has adopted a Director Resignation Policy to address the situation in which a nominee for the board receives more votes against their election than they receive in favor of their election. Under the Director Resignation Policy, by accepting a nomination to stand for election or re-election as a director of TrustCo, or an appointment as a TrustCo director to fill a vacancy or new directorship, each candidate, nominee, or appointee agrees that if, in an uncontested election, he or she receives more votes against his or her election than are received in favor of his or her election, the director must promptly tender a written offer of resignation. Upon receipt of the offer of resignation, TrustCo’s Nominating and Corporate Governance Committee must promptly consider the offer and recommend to the full board whether to accept the resignation or reject it. The board must act on the committee’s recommendation not later than the next regularly scheduled board meeting after receipt of the recommendation. TrustCo’s Amended and Restated Certificate of Incorporation (as amended to date, the “Certificate of Incorporation”) provides that TrustCo’s board of directors will consist of not less than five nor more than fifteen members, with, under TrustCo’s amended and restated bylaws (the “Bylaws”), the total number of directors to be fixed by resolution of the board or the shareholders. Currently, the board of each of TrustCo and Trustco Bank is fixed at nine members. The first item to be acted upon at the Annual Meeting is the re-election of all directors to serve on the TrustCo board of directors, as described in the table above on page 2. The pages that follow set forth information regarding TrustCo’s nominees. Proxies will be voted in accordance with the specific instructions provided. Properly executed proxies that do not contain voting instructions will be voted “FOR” the election of TrustCo’s nominees. If any of our nominees becomes unavailable to serve, the shares represented by all valid proxies will be voted for the election of such other person as TrustCo’s board may recommend. TrustCo’s nominees have consented to being named in this proxy statement and to serving on the board if elected.
Proposal 1 - Election of Directors
| 8 | TrustCo Bank Corp NY 2026 Proxy Statement |
Proposal 1 - Election of Directors
INFORMATION ON TRUSTCO’S DIRECTORS AND NOMINEES NOMINEES FOR ELECTION AS TRUSTCO DIRECTOR FOR A ONE-YEAR TERM TO EXPIRE IN 2027
Proposal 1 - Election of Directors
| Name and Principal Occupation (1) | | Steffani Cotugno, DO, Age 58, Director of TrustCo and Trustco Bank from 2023 to present. Physician, Community Care Physicians, a multispecialty healthcare group, from 1996 to present. School physician for the Shenendehowa Central School District from 1996 to present, the Niskayuna School District from 2015 to present, the North Colonie School District from 2019 to present, and the Cohoes City School District from 2025 to present. Teaching preceptor at Albany Medical College from 1997 to present. Dr. Cotugno contributes her business experience gained from her role in her medical practice, as well as deep ties to the community that TrustCo serves in the Northeast. | | Brian C. Flynn, Age 75, Director of TrustCo and Trustco Bank from 2016 to present. Consultant and Certified Public Accountant (NY). Former partner of KPMG LLP, a leading professional services firm, where he was employed for approximately 30 years (retired 2010). Mr. Flynn served in KPMG’s banking and finance practice area where his specialties included providing tax services to community banks, thrift institutions, and real estate developers and operators. Since his retirement in 2010, he has served as a technical tax consultant to a community bank trade group. Mr. Flynn brings to the board extensive tax, accounting, and financial reporting expertise in the financial services industry. Mr. Flynn has been designated an audit committee financial expert. | | Lisa M. Lucarelli, Age 62, Director of TrustCo and Trustco Bank from 2017 to present. Private investor. Owner of LMKD Properties, LLC, a property management firm, from 2003 to 2021. Ms. Lucarelli contributes her experience in the area of residential real estate, as an entrepreneur operating a successful business enterprise, and her skills for developing and evaluating business strategies. | | Thomas O. Maggs, Age 81, Director of TrustCo and Trustco Bank from 2005 to present, chair for 2015. Managing Director, Brown & Brown, Inc., an insurance brokerage firm, from January 1, 2026 to present. President, Risk Strategies, Inc., an insurance agency, from 2018 to December 31, 2025. President, Maggs & Associates, The Business Insurance Brokers, Inc., an insurance broker, from 1987 to 2018. Mr. Maggs contributes his experience as an entrepreneur operating a successful business enterprise and his skills for developing and evaluating business strategies. | | Anthony J. Marinello, MD, PhD, Age 70, Director of TrustCo and Trustco Bank from 1995 to present, chair for 2013. Vice President MVP Health Care, a not-for-profit health plan, from July 2024 to present. Interim Chief Medical Officer, Emblem Health, a health insurance provider, March 2024 to July 2024. Consultant, Emblem Health, August 2022 to March 2025. Physician, Chief Medical Officer, Capital District Physicians Health Plan, a health insurance provider, January 2020 to July 2022; Vice President, Primary Care Services of Capital District Physicians Health Plan from 2018 to 2019. Previously a physician in private practice. Dr. Marinello contributes his experience as an entrepreneur operating a successful medical practice, an officer of a health insurance company, and his skills for developing and evaluating business strategies. | | Robert J. McCormick,(2) Age 62, Director of TrustCo and Trustco Bank from 2005 to present, chair from 2009 to 2010 and 2019 to present. President and Chief Executive Officer of TrustCo from 2004 to present, executive officer of TrustCo from 2001 to present and Chief Executive Officer of Trustco Bank from 2002 to present. Joined Trustco Bank in 1995. Mr. McCormick contributes his skills and knowledge obtained from being the chief executive officer of the Company and Trustco Bank. | | Curtis N. Powell,(3) Age 72, Director of TrustCo and Trustco Bank from 2021 to present. Member, Walker Powell Investments, LLC, an executive and leadership coaching firm, September 2022 to present. Former Vice President for Human Resources and Environmental Health, Safety, and Risk Management at Rensselaer Polytechnic Institute, a private research university from 2000 to 2022. Member, board of directors, St. Peter’s Health Partners, from 2011 to 2022. Mr. Powell contributes experience in human capital and risk management, as well as strategic planning, finance, and budgeting. | | Kimberly A. Russell, Age 57, Director of TrustCo and Trustco Bank from 2020 to present. Chief Executive Officer of Frank Adams Jewelers, Inc. from February 2024 to present, a premier retailer and jewelry design firm. President and Chief Operating Officer of Frank Adams Jewelers, Inc. from 2007 to February 2024. Ms. Russell began her career at Frank Adams Jewelers in 1991. Ms. Russell brings to the board valuable experience and background in the retail sector, branding, and image development. | | Frank B. Silverman, Age 55, Director TrustCo and Trustco Bank from 2020 to present. Managing member of Vision Development and Management, Inc., a real estate development firm, from 2005 to present. Owner of Silverman Consulting, a small business development firm, from 2005 to present. Executive Director, Martial Arts Industry Association from 2001 to present. Owner of Central Florida Championship Karate from 1991 to present. Mr. Silverman brings to the board experience as an entrepreneur and substantial roots in the Orlando real estate market and central Florida community. He adds depth and geographic diversity to the board’s existing expertise in real estate development, retail business enterprises, and Trustco Bank’s core business of residential mortgage lending. |
Proposal 1 - Election of Directors
| (1) Directors of TrustCo Bank Corp NY are also directors of Trustco Bank. No director of TrustCo serves on another public company board. Information about directors is as of March 23, 2026. |
Proposal 1 - Election of Directors
| (2) Mr. McCormick’s first cousin is Kevin M. Curley; Executive Vice President and Chief Banking Officer, TrustCo and Trustco Bank. Mr. McCormick’s niece-in-law is Lauren A. McCormick; Vice President, Treasurer, and Assistant Corporate Secretary of TrustCo and Trustco Bank. |
Proposal 1 - Election of Directors
| (3) Mr. Powell became superannuated and was subject to mandatory retirement pursuant to TrustCo’s Corporate Governance Guidelines as of December 31, 2025. He was certified to continue serving as a director for an additional two years, until December 31, 2027, pursuant to the procedure established for that purpose by TrustCo’s Corporate Governance Guidelines. Those guidelines permit a maximum of three such certifications, which together can extend a director’s service for a total of six years beyond age 72. |
Proposal 1 - Election of Directors
| TrustCo Bank Corp NY 2026 Proxy Statement | 9 |
Proposal 1 - Election of Directors
Resolution In light of the foregoing, TrustCo is asking shareholders to approve the following resolution at the Annual Meeting: RESOLVED that the following nominees be elected as directors to hold office for terms to expire at the 2027 Annual Meeting of Shareholders or until his or her successor has been elected and qualified:
Proposal 1 - Election of Directors
| • | Steffani Cotugno, DO, |
Proposal 1 - Election of Directors
| • | Brian C. Flynn, |
Proposal 1 - Election of Directors
| • | Lisa M. Lucarelli, |
Proposal 1 - Election of Directors
| • | Thomas O. Maggs, |
Proposal 1 - Election of Directors
| • | Anthony J. Marinello, MD, PhD, |
Proposal 1 - Election of Directors
| • | Robert J. McCormick, |
Proposal 1 - Election of Directors
| • | Curtis N. Powell, |
Proposal 1 - Election of Directors
| • | Kimberly A. Russell, and |
Proposal 1 - Election of Directors
| • | Frank B. Silverman |
Proposal 1 - Election of Directors
Vote Required and Recommendation The nominees for election to the TrustCo board must receive the affirmative vote of a majority of the votes cast by the holders of common stock represented at the Annual Meeting directly or by proxy, which means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against.” Abstentions and shares not voted by brokers and other entities holding shares on behalf of beneficial owners are not treated as votes cast on the proposal and, therefore, will have no effect on this proposal. Dissenters’ rights are not available to shareholders who object to the proposal. If elected, a nominee would serve for one year until the 2027 Annual Meeting of Shareholders. Each director will hold office until his or her successor has been duly elected and qualified or until the director’s earlier resignation, removal, or death. If a director nominee fails to receive an affirmative majority of the votes cast, the board of directors will implement TrustCo’s Director Resignation Policy (if the nominee was an existing member of the board) and may take any appropriate actions within the board’s powers, such as decreasing the number of directors or filling a vacancy. THE TRUSTCO BOARD RECOMMENDS THAT TRUSTCO SHAREHOLDERS VOTE “FOR” THE ELECTION OF THE TRUSTCO DIRECTOR NOMINEES AS TRUSTCO DIRECTORS, WHICH IS ITEM 1 ON THE TRUSTCO PROXY CARD.
Proposal 1 - Election of Directors
| 10 | TrustCo Bank Corp NY 2026 Proxy Statement |
Proposal 1 - Election of Directors
Information on TrustCo’s Executive Officers Our executive officers as of March 23, 2026, are listed below, along with their ages on that date, positions and offices held with the Company, and principal occupations and employment, focused primarily on the past five years. The information regarding our Chairman, President, and Chief Executive Officer, Robert J. McCormick, is set forth under Information on TrustCo’s Directors and Nominees beginning on page 9 of this proxy statement.
Proposal 1 - Election of Directors
| Name and Principal Occupation(1) | | Kevin M. Curley,(2) Age 59, Executive Vice President, TrustCo and Trustco Bank from 2018 to present, and Chief Banking Officer of TrustCo and Trustco Bank from July 2024 to present. Senior Vice President of TrustCo and Trustco Bank from 2011 to 2018. Executive Officer of TrustCo and Trustco Bank from 2017 to present. Joined Trustco Bank in 1990. | | Michael Hall, Age 61, General Counsel and Corporate Secretary of TrustCo and Trustco Bank from 2018 to present. Vice President and Counsel of TrustCo and Trustco Bank from 2015 to 2018. Assistant Secretary of TrustCo and Trustco Bank for 2016. Executive Officer and Secretary of TrustCo and Trustco Bank from 2017 to present. Attorney with McNamee, Lochner, Titus & William, P.C. from 1992 to 2015. Joined TrustCo and Trustco Bank in 2015. | | Robert M. Leonard, Age 63, Executive Vice President of TrustCo and Trustco Bank from 2013 to present, and Chief Operating Officer of TrustCo and Trustco Bank from July 2024 to present. Senior Vice President of TrustCo and Trustco Bank from 2010 to 2013. Secretary of TrustCo and Trustco Bank from 2003 to 2006 and 2009 to 2016. Assistant Secretary of TrustCo and Trustco Bank from 2006 to 2009. Executive Officer of TrustCo and Trustco Bank from 2003 to present. Joined Trustco Bank in 1986. | | Lauren A. McCormick,(3) Age 36, Vice President and Treasurer of TrustCo and Trustco Bank from December 2025 to present. Assistant Corporate Secretary of TrustCo and Trustco Bank from 2022 to present. Executive Officer of TrustCo and Trustco Bank from December 2025 to present. Assistant Vice President from 2020 to December 2025. Investment Advisor, Trustco Bank Wealth Management Department from 2012 to 2022. Joined Trustco Bank in 2011. | | Michael M. Ozimek, Age 52, Executive Vice President and Chief Financial Officer, TrustCo and Trustco Bank from 2018 to present. Senior Vice President and Chief Financial Officer of TrustCo and Trustco Bank from 2014 to 2018. Executive Officer of TrustCo and Trustco Bank from 2014 to present. Joined TrustCo and Trustco Bank in 2002. |
Proposal 1 - Election of Directors
| (1) Executive Officers of TrustCo Bank Corp NY are also executive officers of Trustco Bank. |
Proposal 1 - Election of Directors
| (2) Mr. Curley’s first cousin is Robert J. McCormick, President, Chief Executive Officer, and Director of TrustCo and Trustco Bank. |
Proposal 1 - Election of Directors
| (3) Ms. McCormick’s uncle-in-law is Robert J. McCormick, Chairman, President, and Chief Executive Officer of TrustCo and Trustco Bank. |
Proposal 1 - Election of Directors
Director Independence The listing standards of Nasdaq require that TrustCo have a majority of independent directors. Nasdaq’s listing standards provide that no director will qualify as “independent” for these purposes unless the board of directors affirmatively determines that the director has no relationship with TrustCo that would interfere with the exercise of the director’s independent judgment in carrying out the responsibilities of a director. Additionally, the listing standards set forth a list of relationships that would preclude a finding of independence. The board affirmatively determines the independence of each director and nominee for election as a director annually. In accordance with Nasdaq’s listing standards, a director will not be considered independent unless the board determines (i) that no relationship exists that would preclude a finding of independence under Nasdaq’s listing standards and (ii) that the director has no relationship with TrustCo (either directly or as a partner, shareholder or officer of an organization that has a relationship with TrustCo) that would interfere with the exercise of the director’s independent judgment in carrying out his or her responsibilities as a director. TrustCo maintains an Audit Committee, a Compensation Committee, a Board Compliance Committee, a Fiduciary Committee, a Nominating and Corporate Governance Committee, and a Risk Committee. The charter of each of the committees and our Corporate Governance Guidelines may be found on TrustCo’s website (www.trustcobank.com) under the “Investor Relations” tab (the information found on TrustCo’s website is not incorporated by reference in this proxy statement or any other report that TrustCo files or furnishes to the SEC). In accordance with our committee charters and applicable law, members of the Audit, Compensation, and Nominating and Corporate Governance Committees must meet applicable independence tests of Nasdaq and the SEC, as well as any other applicable laws, rules, and regulations governing independence. Pursuant to the charters of the Fiduciary and Risk Committees, at least two and four members, respectively, of such committees must also qualify as independent under Nasdaq’s listing standards. The Board Compliance Committee does not require that its members be independent; provided, however, that at least two members of such committee are not (i) employees, former employees or controlling shareholders of Trustco Bank or any of its affiliates or (ii) a family member of any such person.
Proposal 1 - Election of Directors
| TrustCo Bank Corp NY 2026 Proxy Statement | 11 |
Process for Identifying and Evaluating Nominees for Director
Process for Identifying and Evaluating Nominees for Director The process that has been and will be followed by the Nominating and Corporate Governance Committee to identify and evaluate director candidates will include requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and the board. The Company also has created advisory boards in the Northeast and Florida Regions that are intended, in part, to provide a pool of qualified and knowledgeable board candidates. Additionally, the Nominating and Corporate Governance Committee is authorized under its charter to retain at the Company’s expense one or more search firms to identify candidates (and to approve such firms’ fees and other retention terms). After a potential candidate is identified, the committee investigates and assesses the qualifications, experience, and skills of the candidate. The investigation process may, but need not, include one or more meetings with the candidate by a member or members of the committee. From time to time, but at least once each year, the committee meets to evaluate the needs of the board and to discuss the candidates for nomination to the board. Such candidates may be presented to the shareholders for election or elected to fill vacancies. All nominees must be approved by the committee and by a majority of the independent members of the board.
Reserving Shares Available for Granting Equity Awards is Important for Meeting our Future Compensation Needs
Reserving Shares Available for Granting Equity Awards is Important for Meeting our Future Compensation Needs As part of our ongoing review of our compensation plans, we use the annual usage of shares to help determine, among other things, the expected remaining life of a plan based upon the remaining number of shares available for issuance under the plan. At similar annual usage levels, the shares remaining eligible for issuance under the 2019 Plan may not be sufficient for the issuance of the Company’s annual equity awards in 2026. If the Amendment is approved, we expect that the share reserve increase will allow the Company to continue to grant stock-based compensation at levels we deem appropriate for approximately the next five years. To remain competitive without stock-based compensation arrangements, it will likely be necessary to replace components of compensation previously awarded in equity with cash. We do not believe increasing cash compensation to make up for any shortfall in equity compensation would be practical or advisable, because we believe that a combination of equity awards and cash compensation provide a more effective compensation strategy than cash alone for attracting, retaining, and motivating our employees long-term and aligning employees’ and shareholders’ interests. In addition, any significant increase in cash compensation in lieu of equity awards could substantially increase our operating expenses and reduce our cash flow from operations, which could adversely affect our business results and could adversely affect our business strategy.
We Manage Our Equity Incentive Program and Shareholder Dilution Carefully
We Manage Our Equity Incentive Program and Shareholder Dilution Carefully We manage our long-term shareholder dilution by limiting the number of equity awards granted for each of our fiscal years and granting what we believe to be the appropriate number of equity awards needed to attract, reward, and retain employees. In doing so, we are also mindful of the potential dilution of shareholder value. We believe that the Amendment is reasonable, appropriate, and in the best interests of our shareholders. Accordingly, the Company recommends approval of the Amendment.
We Manage Our Equity Incentive Program and Shareholder Dilution Carefully
| 16 | TrustCo Bank Corp NY 2026 Proxy Statement |
We Manage Our Equity Incentive Program and Shareholder Dilution Carefully
Information Regarding Equity Compensation Plans As of March 23, 2026 The following table provides information regarding (i) awards outstanding under the 2019 Equity Incentive Plan, as well as under the Amended and Restated TrustCo Bank Corp NY 2010 Equity Incentive Plan (the “2010 EIP”) and the Amended and Restated TrustCo Bank Corp NY 2010 Directors Equity Incentive Plan (the “2010 Directors EIP” and, together with the 2010 EIP, the “Predecessor Plans”), which Predecessor Plans were replaced by the original 2019 Equity Incentive Plan in May 2019 and are no longer used to grant awards, and (ii) shares available for future awards under the 2019 Equity Incentive Plan, in each case as of March 23, 2026, as well as (iii) the proposed increase in shares issuable under the Amendment.
We Manage Our Equity Incentive Program and Shareholder Dilution Carefully
| | Number of shares | As a percentage of TRST common stock outstanding as of March 23, 2026 | | Outstanding stock options | — | — | | Outstanding RSUs | 240,798 | 1.38% | | Total shares subject to outstanding awards as of 3/23/2026 (A) | 240,798 | 1.38% | | Total shares available for future awards as of 3/23/2026 (B) | 73,215 | 0.42% | | Proposed additional shares available for future awards (C) | 500,000 | 2.86% | | Total of (A), (B), and (C) above(1) | 814,013 | 4.65% |
We Manage Our Equity Incentive Program and Shareholder Dilution Carefully
| (1) 94,385 shares, or 39% of the 240,798 RSU awards outstanding under the 2019 Equity Incentive Plan, and 0 shares, or 0% of the awards outstanding under the Predecessor Plans, will upon vesting be paid in cash and not shares of stock. Therefore, the potential dilution from our total awards outstanding under both the 2019 Equity Incentive Plan and the Predecessor Plan, the remaining available shares under the 2019 Equity Incentive Plan, and the additional shares available under the Amendment represent 4.11% of our outstanding shares as of March 23, 2026. |
We Manage Our Equity Incentive Program and Shareholder Dilution Carefully
Historical Burn Rate We look at the rate at which we grant awards under our equity incentive programs (also known as our “burn rate”) by measuring the number of shares subject to equity awards granted in a fiscal year divided by the weighted average equivalent of shares of common stock outstanding for that fiscal year. Our 3-year average burn rate for the 2019 Plan is 0.57%. Summary of the 2019 Plan The following is a summary of the material features of the 2019 Plan (as affected by the Amendment) and its operation. This summary is qualified in its entirety by reference to the 2019 Plan itself and the Amendment. A copy of the Amendment is attached to this proxy statement as Appendix 2 and a copy of the 2019 Plan is attached as Exhibit 10(t) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Purposes of the 2019 Plan and Eligibility
Purposes of the 2019 Plan and Eligibility The purpose of the 2019 Plan is to advance the interests of TrustCo and its shareholders by providing key employees and directors with additional incentives and motivation toward superior performance through the opportunity to acquire equity ownership in TrustCo, and by enabling TrustCo and its subsidiaries to attract and retain the services of talented employees and directors. At the same time, the board of directors and the Compensation Committee work together to ensure that the plan, in conjunction with TrustCo’s other compensation policies and practices, does not create risks that are reasonably likely to have a material adverse effect on TrustCo. Under the 2019 Plan, TrustCo may grant or award stock options, SARs, restricted stock, and restricted stock units, to persons eligible to participate in the plan, who, in general, are any of our directors as well as any executives, key managerial employees or other employees of the Company or its subsidiaries who are regular, full-time, salaried employees. The total number of non-employee directors eligible to participate in the 2019 Plan is 8 and the approximate total number of eligible employees is 191. The Equity Incentive Plan will remain in effect, subject to the board of director’s right to terminate the plan earlier, until all awards made under it have been exercised or expired. However, under the terms of the 2019 Plan, no award may be granted under the plan on or after May 18, 2033.
Stock Options
Stock Options A stock option is the right to purchase a specified number of shares of common stock in the future at a specified exercise price and subject to the other terms and conditions specified in the option agreement and the 2019 Plan. The Compensation Committee has complete discretion in determining the number of options granted to a participant and may grant any type of option to purchase common stock that is permitted by law at the time of grant. Stock options granted under the 2019 Plan may be either “incentive stock options,” (“ISO”) which may be eligible for special tax treatment under the Internal Revenue Code, or options other than incentive stock options (referred to as “nonstatutory” or “nonqualified” stock options), as determined by the Compensation Committee and stated in the option agreement relating to the option grant. The exercise price of each option is set by the Compensation Committee, but cannot be less than 100% of the fair market value of TrustCo’s common stock at the time of grant (or, in the case of an incentive stock option granted to a 10% or more shareholder, 110% of that fair market value). Fair market value of TrustCo common stock is generally determined as the closing price of the stock as reported on the Nasdaq Global Select Market on the option grant date. The exercise price of any stock options granted under the 2019 Plan may be paid in cash, by tendering previously-acquired shares having an aggregate fair market value at the time of exercise equal to the total option price, by any other means that the Compensation Committee determines to be consistent with the 2019 Plan’s purpose and applicable law or by a combination of the foregoing. Options awarded under the 2019 Plan may be exercisable at such times and subject to such restrictions and conditions as the Compensation Committee may approve. The Compensation Committee determines the period of time during which an option may be exercised, although no option may be exercisable after ten years from the date of grant (five years in the case of an ISO granted to an employee who is a ten-percent shareholder on the date of grant). If a participant’s employment with TrustCo is terminated by reason of his or her death, disability, or retirement, the participant’s outstanding options will vest 100% and be deemed exercisable in full upon such termination, and the options may be exercised at any time prior to their expiration date or within three years after such date of termination, whichever period is shorter. If the participant’s employment terminates for any reason other than death, disability or retirement, or other than involuntarily for cause, the rights under any then-outstanding option granted under the 2019 Plan will terminate upon the expiration date of the option or three months after the termination date, whichever first occurs. Where a participant’s termination of employment is involuntarily for cause, his or her rights under all options, whether or not such options are vested, will terminate immediately.
Restricted Stock
Restricted Stock Restricted stock awards are shares of TrustCo common stock that are awarded to a participant subject to the satisfaction of the terms and conditions established by the Compensation Committee. Subject to the terms and conditions of the 2019 Plan and the applicable award agreement, upon delivery of shares of restricted stock to a participant, or creation of a book entry evidencing a participant’s ownership of such shares, the participant will have all of the rights of a shareholder with respect to such restricted shares provided that all dividends or distributions whether paid in shares of stock or cash, shall be subject to the same restrictions on transferability as the shares of restricted stock with respect to which they were paid. Shares of restricted stock, however, may not be sold, pledged or otherwise transferred for such period of time as may be determined by the Compensation Committee and specified in the applicable award agreement or until the earlier satisfaction of other conditions (which may include the attainment of performance goals as described below). If a participant is terminated because of his or her death or disability during the restricted period, such period will automatically terminate if such period of restriction is based solely on time. If such restriction period is based on the achievement of performance goals, the restriction period shall terminate on the date of death or disability as to a pro rata number of shares of restricted stock subject to the restriction period based on the target number of shares of restricted stock and the number of months of employment or service during the performance period prior to the date of termination, and upon such termination any shares of restricted stock still subject to the restriction period automatically will be forfeited and returned to TrustCo.
Restricted Stock Units
Restricted Stock Units A restricted stock unit is a right to receive a payment equal to the value of a share of TrustCo common stock that is awarded to a participant subject to the satisfaction of the terms and conditions established by the Compensation Committee. Restricted stock units are similar to restricted stock, except no shares are actually awarded to a participant, and the participant will have no rights of a shareholder with respect to the restricted stock units. All restricted stock units will be settled in shares or by a cash payment determined by reference to the then-current fair market value of TrustCo common stock. The award agreement for the grant of the restricted stock units will specify the time period and other conditions (including the performance goals described below) following which TrustCo will make payment with respect to restricted stock units. Upon a separation from service of a participant, any restricted stock units will terminate in the same manner as described above for restricted stock.
Performance Goals
Performance Goals Awards under the 2019 Plan may be subject to criteria and objectives determined by the Compensation Committee that must be satisfied or met during a specified time period as a condition to the participant’s receipt of payment with respect to such awards.
Change in Control
Change in Control Except as expressly provided otherwise in an award agreement, in the event of a participant’s termination without cause within twenty-four months following a change-in-control of TrustCo (as “change-in-control” is defined in the plan), all options and stock appreciation rights will vest 100%. Restricted stock and restricted stock units that vest based solely on time shall immediately vest and restricted stock and restricted stock units that vest on the achievement of performance goals shall vest as to a pro rata number of restricted stock units based on the target number of restricted stock units and the number of months of employment or service during the performance period prior to the date of termination, provided that, if the performance period has been completed prior to the participant’s termination and the restricted stock remains restricted and restricted stock units have not been settled, then the restricted stock restrictions shall lapse and the restricted stock units shall be paid out based on actual performance and in all events any amounts shall be settled and paid out on or immediately following the date of termination (but in no event later than thirty (30) days following such date). Depending on the nature of the change-in-control transaction, payment of certain awards may be delayed to comply with Section 409A of the Internal Revenue Code. For purposes of the 2019 Plan, a “change-in-control” will mean any one or more of the following:
Change in Control
| • | any individual, corporation (other than TrustCo or Trustco Bank), or other entity or group of persons acting in concert becomes the beneficial owner of securities of TrustCo or Trustco Bank possessing 20% or more of the voting power for the election of directors of either of those companies, |
Change in Control
| TrustCo Bank Corp NY 2026 Proxy Statement | 19 |
Change in Control
| • | a consolidation, merger, or other business combination is consummated that involves either TrustCo or Trustco Bank (or their securities) in which holders of voting securities immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of either TrustCo or Trustco Bank (or voting securities of the entity or entities surviving such transaction) having 60% or less of the total voting power in an election of directors of either of TrustCo or Trustco Bank (or such other surviving entity or entities), |
Change in Control
| • | during any period of two consecutive years, individuals who at the beginning of such period constituted the directors of either TrustCo or Trustco Bank cease to constitute at least a majority thereof unless the election, or nomination for election by either TrustCo or Trustco Bank shareholders, of each new director was approved by a vote of at least two-thirds of the directors of either TrustCo or Trustco Bank then still in office who were directors of either at the beginning of any such period, |
Change in Control
| • | removal by the stockholders of all or any of the incumbent directors of either TrustCo or TrustCo Bank other than a removal for cause, or |
Change in Control
| • | the completion of a sale, lease, exchange, or other transfer is completed (in one transaction or a series of related transactions) of all, or substantially all, of the assets of either TrustCo or Trustco Bank to a party that is not controlled by or under common control with either TrustCo or Trustco Bank. |
New Plan Benefits
| (1) No stock option awards are outstanding or exercisable as of December 31, 2025. |
New Plan Benefits
| (2) Represents shares of common stock issuable pursuant to the 2019 Equity Incentive Plan. |
Audit Committee Report
| • | Encourage and reward the achievement of our short-term and long-term financial and strategic objectives, |
Audit Committee Report
| • | Align executive interests with the interests of our shareholders to encourage their focus on long-term return to shareholders and consideration of risk management, and |
Audit Committee Report
| • | Performance of the Company’s peer group; |
Audit Committee Report
| • | Long-term benefit to shareholders. |
Audit Committee Report
| (2) Equity awards are both the PSUs and RSUs received in 2025. The amount represents the shares granted times the grant date fair value ($). The PSUs are reflected as paying out at target. The total amount of the awards reflected in the above charts are $975,022, $300,025, $400,020, $300,025, and $250,008 for Messrs. McCormick, Ozimek, Leonard, Curley, and Hall, respectively. |
Audit Committee Report
| (3) The performance-based payment (in cash) represents the amount received from the 2025 Executive Officer Incentive Plan. Mr. McCormick would receive $912,600 and Messrs. Ozimek, Leonard, Curley, and Hall would each receive $323,700, $393,900, $312,000 and $198,750, respectively. |
Audit Committee Report
| Key Elements | Sub-Elements | | Annual cash compensation | Salary and executive officer incentive plan | | Long-term compensation | Time and performance-based restricted stock units | | Benefits | 401(K) plan, supplemental retirement plan payments, payments in lieu of supplemental retirement plan payments, and other benefits |
Long-Term Incentive Program
Long-Term Incentive Program The Company maintains a long-term incentive compensation program through the TrustCo Bank Corp NY Amended and Restated 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”), which was established to advance the interests of the Company and its shareholders by providing employees, including named executive officers, an opportunity to earn compensation tied to the value of our common stock. The 2019 Equity Incentive Plan, which the Company is proposing to amend at the 2026 Annual Meeting in order to increase the aggregate number of shares available for issuance under the plan, permits the grant of a variety of equity-based awards, including stock options, restricted stock, and restricted stock units (both time-based and performance-based). The 2019 Equity Incentive Plan is administered by the Compensation Committee, which is authorized to determine participants, award levels, and other terms and conditions of awards as stated in the plan, including vesting conditions which may be time- or performance-contingent. In making award determinations, the Compensation Committee considers each named executive officer’s position, the executive’s scope of influence, and such executive’s ability to drive the long-term financial performance of the Company. The Compensation Committee also may review awards granted to similarly situated officers at Peer Group companies. Awards are intended to encourage each named executive officer to develop a sense of ownership in the Company’s financial growth and the creation of shareholder value. The Compensation Committee grants equity awards in the fall, before the end of our fiscal year, at approximately the same time that it determines bonus compensation amounts and performance goals for the next fiscal year. In granting the 2025 annual equity awards, the Compensation Committee awarded a specific present value of long-term compensation in the form of time-vested and performance-vested awards to each of the named executive officers based on their position and contributions to the Company. Consistent with the Company’s continued emphasis on performance-based compensation tied to specific corporate goals, the Compensation Committee maintained its practice of weighting the awards more heavily towards performance-based awards and allocated 60% of each named executive officer’s award value to PSUs that vest based upon financial metrics over the following three fiscal years (see below) and 40% of each named executive officer’s award value to RSUs. The Compensation Committee continued its practice of settling these awards upon vesting in shares of Company stock.
Long-Term Incentive Program
| TrustCo Bank Corp NY 2026 Proxy Statement | 35 |
Time-Based Restricted Stock Units
Time-Based Restricted Stock Units In November 2025, the Compensation Committee granted the following RSUs to each of the named executive officers:
Time-Based Restricted Stock Units
| Named Executive Officer | RSUs(1) (#) | | Robert J. McCormick | 9,934 | | Michael M. Ozimek | 3,057 | | Robert M. Leonard | 4,076 | | Kevin M. Curley | 3,057 | | Michael Hall | 2,547 |
Time-Based Restricted Stock Units
| (1) In 2025, the amount of this award was determined as a dollar amount. The number of units issued was based on that amount divided by the closing stock price ($39.26) on the day of issue (November 18, 2025). |
Time-Based Restricted Stock Units
The periods of restriction applicable to the RSUs will lapse in three equal vesting periods in November of 2026, 2027, and 2028, respectively. The RSUs granted to the NEOs in November 2025 will settle in shares of TrustCo common stock if and when they vest. In addition, vesting of units and the lapse of the restrictions may accelerate upon certain events, including the death, disability, or retirement of an award holder. Upon a change in control of TrustCo, the RSUs will be settled in accordance with the provisions of the plan, which contains a “double-trigger” change in control acceleration provision. The definition of “change in control” is contained in the 2019 Equity Incentive Plan and is substantially the same as the definition contained in the senior executives’ employment agreements and the Performance Bonus Plan described below (and also substantially the definition set forth in the U.S. Treasury Department regulations under Section 409A of the Internal Revenue Code). The Compensation Committee believes that the definition of change in control is customary within the banking industry and that the circumstances under which change in control benefits would vest or become payable are reasonable. The following restricted unit awards from prior grants vested in 2025:
Time-Based Restricted Stock Units
| | Time-Based Restricted Stock Units Vesting in 2025 | | | | | | | Named Executive Officer | Number of 2022 Shares that Vested(1)(#) | Amount of Cash Received on Vesting(1)($) | Number of 2023 Shares that Vested(2)(#) | Value of 2023 Shares Upon Vesting(2)(4)($) | Number of 2024 Shares that Vested(3)(#) | Value of 2024 Shares Upon Vesting(3)(5)($) | | Robert J. McCormick | 3,067 | 122,987 | 4,184 | 173,803 | 3,483 | 138,275 | | Michael M. Ozimek | 877 | 35,167 | 1,107 | 45,985 | 917 | 36,405 | | Robert M. Leonard | 1,226 | 49,163 | 1,600 | 66,464 | 1,283 | 50,935 | | Kevin M. Curley | 877 | 35,167 | 1,107 | 45,985 | 1,100 | 43,670 | | Michael Hall(6) | — | — | — | — | — | — |
Time-Based Restricted Stock Units
| (1) On November 15, 2025, one-third of the 2022 RSUs vested. For Mr. McCormick this included one-third of the supplemental grant that he received in March, 2023 |
Time-Based Restricted Stock Units
| (2) On November 21, 2025, one-third of the 2023 RSUs vested in shares of TrustCo stock. |
Time-Based Restricted Stock Units
| (3) On November 19, 2025, one-third of the 2024 RSUs vested in shares of TrustCo stock. |
Time-Based Restricted Stock Units
| (4) The fair market value at vesting is based on the stock price as of November 21, 2025 of $41.54. |
Time-Based Restricted Stock Units
| (5) The fair market value at vesting is based on the stock price as of November 19, 2025 of $39.70. |
Time-Based Restricted Stock Units
| (6) Mr. Hall was not a named executive officer of TrustCo prior to fiscal 2025. |
Performance-Based Restricted Stock Units
Performance-Based Restricted Stock Units In November 2025, the Compensation Committee granted the following PSUs to each of the NEOs:
Performance-Based Restricted Stock Units
| Named Executive Officer | PSUs at Target(1) (#) | | Robert J. McCormick | 14,901 | | Michael M. Ozimek | 4,585 | | Robert M. Leonard | 6,113 | | Kevin M. Curley | 4,585 | | Michael Hall | 3,821 |
Performance-Based Restricted Stock Units
| (1) In 2025 the amount of this award was determined as a dollar amount. The number of units granted was based on that amount divided by the closing stock price ($39.26) on the day of grant (November 18, 2025). |
Performance-Based Restricted Stock Units
Each PSU granted in November 2025 represents the right to receive upon settlement the number of shares of TrustCo common stock supported by the achieved performance. Achievement of the performance condition will be measured by the Company’s Return on Average Equity (“ROAE”), which is measured as the average of the Company’s ROAE for each of the three years within the Performance Period compared with the ROAE of members of the comparative group of peer companies identified by the Committee (the “Peer Group”) during the same period (calculated by determining the performance of the Peer Group in each year and then
Performance-Based Restricted Stock Units
| 36 | TrustCo Bank Corp NY 2026 Proxy Statement |
Performance-Based Restricted Stock Units
calculating the three-year average of each member of the Peer Group expressed as a percentile rank of the Company compared to the members of the Peer Group (“Percentile Rank”), subject to possible adjustment based upon the Company’s non-performing assets. The PSUs generally will vest at the end of a three-year performance period based on continued employment through the end of the performance period and the achievement of the corporate performance goals set forth at the time of grant. The three-year performance period for the 2025 awards runs from January 1, 2026 through December 31, 2028 (the “Performance Period”).
Performance-Based Restricted Stock Units
| Return on Average Equity for the Performance Period | | | Percentile Ranking | Factor (%) | | At or above 75th percentile of the Peer Group | 150 | | 55th - 74th percentile of the Peer Group | 100 | | 25th - 54th percentile of the Peer Group | 25 | | Below 25th percentile of the Peer Group | 0 |
Performance-Based Restricted Stock Units
Additionally, if non-performing assets to total assets of the Company increases beyond 1.75% during one or more quarters of the Performance Period, the total amount of the award to be paid pursuant to these PSUs shall be reduced by one quarter. PSUs may vest prior to the end of the performance period upon the death or disability of a participant on a pro rata basis and will be settled at the end of the performance period based on the Company’s performance. In the event of a change in control of TrustCo, the named executive officer’s awards would settle as follows:
Performance-Based Restricted Stock Units
| • | Messrs. Ozimek, Leonard, Curley, and Hall’s awards would settle on a pro rata basis based on target at the time of the change in control if their employment is terminated without cause (i) within 12 months prior to the change in control or (ii) within 24 months following the change in control. |
Performance-Based Restricted Stock Units
| • | Mr. McCormick’s awards would settle on a pro rata basis based on target at the time of the change in control if (i) the change in control occurs while he was employed by TrustCo or TrustCo Bank or (ii) he is terminated without cause within 12 months prior to the change in control. |
Performance-Based Restricted Stock Units
The payment of shares will be governed by the terms of the 2019 Equity Incentive Plan.
Achievement of 2022 PSUs
Achievement of 2022 PSUs In November 2022, the named executive officers each received PSUs which had a three-year performance period that began on January 1, 2023 and ended on December 31, 2025. Results between performance levels is paid out using straight-line interpolation to reward incremental performance:
Achievement of 2022 PSUs
| Named Executive Officer | Threshold (#) | Target (#) | Maximum (#) | | Robert J. McCormick(1) | 3,451 | 13,801 | 20,702 | | Michael M. Ozimek | 986 | 3,944 | 5,916 | | Robert M. Leonard | 1,381 | 5,521 | 8,282 | | Kevin M. Curley | 986 | 3,944 | 5,916 | | Michael Hall(2) | — | — | — |
Achievement of 2022 PSUs
| (1) Mr. McCormick’s shares include the supplemental grant he received in March, 2023. |
Achievement of 2022 PSUs
| (2) Mr. Hall was not a named executive officer of TrustCo prior to fiscal 2025. |
Achievement of 2022 PSUs
Achievement of the performance-goals condition was measured as the Company’s return on average equity measured as the average of each of the three years against a comparative group of peer institutions for the Performance Period.
Achievement of 2022 PSUs
| Return on Average Equity for the Performance Period | | | | Level | Percentile Ranking | Factor (%) | | Maximum | 75th percentile or above of the Peer Group | 150 | | Target | 55th percentile of the Peer Group | 100 | | Threshold | 25th percentile of the Peer Group | 25 | | | Below 25th percentile of the Peer Group | 0 |
Achievement of 2022 PSUs
In 2026, it was determined that the Return on Average Equity performance results for the 2022 awards was at the 55th percentile. Accordingly, the awards were paid out at Target, resulting in the following cash payouts:
Achievement of 2022 PSUs
| TrustCo Bank Corp NY 2026 Proxy Statement | 37 |
Achievement of 2022 PSUs
Messrs. McCormick, Ozimek, Leonard, and Curley received cash payments of $570,396, $163,006, $228,183, and $163,006, respectively, with respect to the 2022 PSUs, based on the $41.33 closing price per share of TrustCo common stock on December 31, 2025.
Performance Bonus Plan and Performance-Based Stock Appreciation Unit Awards
Performance Bonus Plan and Performance-Based Stock Appreciation Unit Awards The Company adopted the Performance Bonus Plan for its most senior executive officers in 1997, and it was amended and restated in 2008 to, among other matters, comply with Section 409A of the Internal Revenue Code. This plan provides cash compensation to Mr. McCormick in the event of a change in control of the Company based upon the appreciation in value of TrustCo’s common stock between the date of the award and the occurrence of a change in control. The units so awarded vest fifteen days prior to the scheduled closing date of a change in control, upon the occurrence of an unannounced change in control, or upon a participant’s termination of employment for reasons other than cause within one year prior to a change in control. Mr. McCormick was awarded 104,940 units in 2004 at a price of $53.90 per unit. In 2014, in connection with Mr. Leonard’s promotion to the senior executive management team, the Company granted Mr. Leonard an award of 60,000 performance-based stock appreciation units with a per-unit price of $34.75 under a separate agreement with him (the “PSAUs”). The PSAUs are similar to the awards granted to Mr. McCormick under the Performance Bonus Plan, however, the PSAUs pay out in cash solely upon a “double trigger” (i.e., both a change in control and termination of employment) and Mr. Leonard will not receive a tax gross-up to cover potential excise taxes under Section 4999 of the Internal Revenue Code. The PSAUs vest upon (i) a termination of Mr. Leonard’s employment without cause or for good reason within two years following a change in control of TrustCo or (ii) the occurrence of a change in control within 12 months following a termination of Mr. Leonard without cause or for good reason. Upon vesting, Mr. Leonard will be entitled to receive cash compensation based upon the appreciation in value of TrustCo’s common stock between the date of the award and the date of the occurrence of a change in control or Mr. Leonard’s termination (whichever value is greater). Although the Company is not actively seeking to be acquired, the Compensation Committee understands that regional banking institutions such as the Company are continually subject to acquisition by third parties. The Performance Bonus Plan and the PSAUs were designed to accomplish two objectives with respect to these senior executive officers. First, the plan is intended to reward the executive officers for a successful strategic acquisition that is in the best interest of our shareholders. Second, because it is unlikely that following any change in control, TrustCo’s senior executive officers would continue to have the same level of responsibility and compensation as they currently have with TrustCo and, inasmuch as these senior executive officers may perceive significant risks in any such reduced responsibility and compensation resulting from any such acquisition, the Performance Bonus Plan and the PSAUs, along with the change in control benefits available under the senior executives’ employment agreements, are designed to encourage these highly qualified executives to remain with the Company through the consummation of such acquisition and to attract other executives as may be necessary. The Compensation Committee believes that the definition of change in control in the Performance Based Plan and the PSAUs (which is substantially the same as the definition contained in the senior executives’ employment agreements and is substantially the definition set forth in the U.S. Treasury Department regulations under Section 409A of the Internal Revenue Code) is customary within the banking industry and that the circumstances under which change in control payments would be made are reasonable. Messrs. Ozimek, Curley, and Hall do not participate in the Performance Bonus Plan and have not been awarded PSAUs.
Performance Bonus Plan and Performance-Based Stock Appreciation Unit Awards
| 38 | TrustCo Bank Corp NY 2026 Proxy Statement |
Performance Bonus Plan and Performance-Based Stock Appreciation Unit Awards
Other Annual Benefits
Supplemental Retirement Plan
benefit the participant is projected to receive under the Trustco Bank Retirement Plan at normal retirement (up to a maximum deferral of $7,000,000). The Company’s annual contribution to the SERP (through 2008) and its current direct cash payments to each participant (which are described below) are determined pursuant to a formula set forth in the SERP. Because the Compensation Committee established the plan to provide the supplemental retirement benefits described above, neither the annual contributions to the SERP nor the direct annual payments to be made to the senior executive officers beginning in 2009 in lieu of the SERP contributions are considered annual compensation and are not taken into account when determining other components of annual compensation. The Compensation Committee believes that the SERP, together with the Retirement Plan and the Profit Sharing/401(k) Plan, promote executive retention and allow the executive to focus on the long-term success of TrustCo. Participation in the SERP was historically limited to a select group of executives of TrustCo who are highly-compensated employees, and an employee must be selected by the board of directors to participate in the plan. In December 2008, as a result of the effect of Section 409A of the Internal Revenue Code and its implementing regulations, which added a six-month period prior to the executive receiving the vested benefit that would be paid upon retirement or separation from service, TrustCo’s senior executives made a recommendation to the Compensation Committee to freeze the SERP effective December 31, 2008 and requested that the amount of the Company’s annual contribution to the SERP plus interest for each officer instead be paid directly to each officer. The Committee considered the request and decided to add a corresponding amendment to the SERP and to each SERP participant’s employment agreement to the effect that the annual increment to be added to the SERP plus interest was to be paid directly to the executive officer. Under the employment agreement amendment, the payment is to be equal to the incremental amount that would have been credited for the year to the executive’s supplemental account balance under the SERP, as such plan was in effect on December 31, 2007, and had it not been amended to cease additional benefit accruals following December 31, 2008. A similar provision was added to Mr. Leonard’s employment agreement in 2013 and Messrs. Ozimek’s and Curley’s employment agreements upon their promotion to the senior executive management team in December 2018. For the 2025 plan year, the Company paid in January 2026 Messrs. McCormick, Ozimek, Leonard, and Curley cash payments of $645,352, $475,767, $450,695, and $460,772, respectively, in lieu of the SERP. All amounts currently accrued under the SERP will remain accrued until the separation of service of the executive. For 2025, among the Company’s named executive officers, only Mr. McCormick was a participant in the SERP, which is frozen. Moreover, in response to shareholder feedback, the Committee determined to terminate the benefit provided in lieu of the SERP to new executives, effective as of December 2024. Accordingly, Mr. Hall does not receive this benefit. Employment Agreements As discussed in more detail below, TrustCo entered into an employment agreement in 2008 with Mr. McCormick that generally provides for his annual compensation and benefits and certain termination benefits in connection with a change in control. Specifically, the agreement provides for (i) a change in control/severance payment upon the earlier to occur of a change in control or a termination of the executive’s employment within one year prior to a change in control in an amount equal to 2.99 times his annual compensation in effect at the time of his termination or the change in control and (ii) the transfer of certain Company-provided perquisites to the executive upon a termination of the executive’s employment within two years following a change in control. In addition, the agreement provides for the reimbursement of certain post-termination medical expenses in the event of a termination of the executive’s employment (i) on account of death, disability, or retirement at any time during his employment, or (ii) for any reason (other than for cause) within two years following a change in control. Although this legacy agreement is structured to avoid the imposition of excise taxes under Section 4999 of the Internal Revenue Code, the agreement also provides for a tax gross-up payment, if necessary, to mitigate against any excise tax that might be imposed under Section 4999 and ensure that the executives receive the full intended change in control/severance payment, should any such excise tax be imposed. As noted above, this employment agreement, along with the Performance Bonus Plan, are intended to reward the Company’s most senior executive officers for a successful strategic acquisition of TrustCo that is in the best interest of our shareholders and encourage these senior executives to remain with the Company up to and through the consummation of such strategic acquisition in order to ensure a stable management team through the consummation of such transaction. Additionally, TrustCo is a party to employment agreements with Mr. Leonard, Mr. Ozimek, Mr. Curley, and Mr. Hall. Mr. Leonard’s, Mr. Ozimek’s, Mr. Curley’s, and Mr. Hall’s employment agreements each provide for certain termination benefits in connection with a change in control. Specifically, they shall receive a change in control/severance payment in an amount equal to 2.99 times annual compensation in effect at the time of termination or the change in control and (ii) the transfer of certain Company-provided perquisites to the executive upon a termination of the executive’s employment within one year prior to or two years following a change in control. They each receive the same medical reimbursement benefits and perquisites provided to Mr. McCormick upon the termination of his employment for death, disability, retirement, or for any reason (other than for cause) within two years following a change in control. While Mr. Leonard’s, Mr. Ozimek’s, Mr. Curley’s, and Mr. Hall’s agreements are also structured to avoid the imposition of excise taxes under Section 4999 of the Internal Revenue Code, they do not provide for a similar excise tax gross-up. Similar to Mr. McCormick’s employment agreement, Mr. Leonard’s, Mr. Ozimek’s, Mr. Curley’s, and Mr. Hall’s employment agreements are intended to encourage the executive to remain with the Company up to and through the consummation of a successful strategic acquisition of TrustCo in order to ensure a stable management team through the consummation of such transaction.
Insider Trading Policy
Insider Trading Policy We have adopted the TrustCo Bank Corp NY Insider Trading Policy (the “Insider Trading Policy”) governing the purchase, sale, and other disposition of our securities by our directors, officers, and employees. The Insider Trading Policy is designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of the Company’s securities, as well as the Nasdaq listing standards. The Insider Trading Policy addresses the implementation of certain trading blackout periods in the Company’s securities (including common stock, restricted stock, restricted stock units, options, warrants and any other securities that the Company may issue) for covered persons. A copy of the Insider Trading Policy is filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information In response to Item 402(x)(1) of Regulation S-K, we do not grant awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, we do not have a specific policy or practice on the timing of such awards in relation to our disclosure of material nonpublic information. In the event we determine to grant such awards, we will evaluate the appropriate steps to take in relation to the foregoing. The Compensation Committee grants equity awards in the fall, before the end of our fiscal year, at approximately the same time that it determines bonus compensation amounts and performance goals for the next fiscal year.
Clawback Policy
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(2) | Non-equity Incentive Plan Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Robert J. McCormick Chairman, President and Chief Executive Officer, TrustCo and Trustco Bank | 2025 | 1,014,000 | — | 975,022 | 912,600 | 25,858 | 719,371 | 3,646,851 | | | 2024 | 975,000 | — | 950,021 | 219,375 | — | 709,256 | 2,853,652 | | | 2023 | 1,057,212 | — | 999,995 | 190,298 | 30,234 | 783,196 | 3,060,935 | | Michael M. Ozimek Executive Vice President and Chief Financial Officer, TrustCo and Trustco Bank | 2025 | 431,600 | — | 300,025 | 323,700 | 1,927 | 545,758 | 1,603,010 | | | 2024 | 415,000 | — | 250,008 | 77,813 | — | 536,647 | 1,279,468 | | | 2023 | 431,442 | — | 225,010 | 64,716 | 2,603 | 491,906 | 1,215,677 | | Robert M. Leonard Executive Vice President and Chief Operating Officer, TrustCo and Trustco Bank | 2025 | 525,200 | — | 400,020 | 393,900 | 15,798 | 512,209 | 1,847,127 | | | 2024 | 502,308 | — | 350,025 | 94,183 | — | 502,835 | 1,449,351 | | | 2023 | 565,769 | — | 325,026 | 84,865 | 18,352 | 505,521 | 1,499,533 | | Kevin M. Curley Executive Vice President and Chief Banking Officer, TrustCo and Trustco Bank | 2025 | 416,000 | — | 300,025 | 312,000 | 16,051 | 525,892 | 1,569,968 | | | 2024 | 397,308 | — | 300,016 | 74,495 | — | 517,045 | 1,288,864 | | | 2023 | 411,442 | — | 225,010 | 61,716 | 19,828 | 523,208 | 1,241,204 | | Michael Hall(1) General Counsel and Corporate Secretary, TrustCo and Trustco Bank | 2025 | 265,000 | — | 250,008 | 198,750 | — | 38,208 | 751,966 |
Clawback Policy
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | All Other Compensation(2) | Total | | | ($) | ($) | ($) | ($) | | Steffani Cotugno, DO | 132,000 | 20,023 | — | 152,023 | | Brian C. Flynn | 132,000 | 20,023 | — | 152,023 | | Lisa M. Lucarelli | 132,000 | 20,023 | — | 152,023 | | Thomas O. Maggs | 132,000 | 20,023 | — | 152,023 | | Anthony J. Marinello, MD, PhD | 132,000 | 20,023 | — | 152,023 | | Curtis N. Powell | 132,000 | 20,023 | — | 152,023 | | Kimberly A. Russell | 132,000 | 20,023 | — | 152,023 | | Frank B. Silverman | 132,000 | 20,023 | — | 152,023 |
Clawback Policy
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Total for PEO(1)(2) ($) | Compensation Actually Paid to PEO(3) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(4) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(5) ($) | Total Shareholder Return(6) ($) | Peer Group Total Shareholder Return(7) ($) | Net Income (in thousands)(8) ($) | ROAA(9) (%) | | 2025 | 3,646,851 | 4,226,690 | 1,443,018 | 1,597,219 | 154.15 | 145.06 | 61,137 | 0.97% | | 2024 | 2,853,652 | 3,002,875 | 1,290,362 | 1,335,359 | 96.84 | 138.72 | 48,833 | 0.80 | | 2023 | 3,060,935 | 2,670,974 | 1,275,501 | 1,128,333 | 86.00 | 121.01 | 58,646 | 0.97 | | 2022 | 3,354,577 | 3,780,453 | 1,559,192 | 1,719,234 | 98.11 | 120.97 | 75,234 | 1.22 | | 2021 | 3,184,330 | 3,402,912 | 1,464,713 | 1,612,100 | 83.44 | 134.24 | 61,519 | 1.01 |
Clawback Policy
| (3) The amounts reported in this column represent the amount of Compensation Actually Paid to Mr. McCormick, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by, or paid to, Mr. McCormick during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McCormick’s total compensation for each year to determine the Compensation Actually Paid: |
Clawback Policy
| (c) The amounts in this column represent the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year. |
Clawback Policy
| (d) No adjustment for pension benefits is included in the table above. |
Clawback Policy
| (5) The amounts in this column represent the average amount of Compensation Actually Paid to the NEOs as a group (excluding Mr. McCormick), as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned or paid to the NEOs as a group (excluding Mr. McCormick) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. McCormick) for each year to determine the average Compensation Actually Paid, using the same methodology described above in Footnote 3. |