TrustCo Bank Corp NY Files Definitive Proxy Statement for Annual Meeting

Ticker: TRST · Form: DEF 14A · Filed: 2024-04-01T00:00:00.000Z

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Shareholder Vote, Executive Compensation, Auditor Ratification

TL;DR

<b>TrustCo Bank Corp NY is holding its Annual Shareholder Meeting on May 21, 2024, to elect directors, vote on executive compensation, and ratify auditor appointments.</b>

AI Summary

TRUSTCO BANK CORP N Y (TRST) filed a Proxy Statement (DEF 14A) with the SEC on April 1, 2024. The Annual Meeting of Shareholders for TrustCo Bank Corp NY will be held on May 21, 2024, at 10:30 AM ET. Shareholders will vote on the election of nine directors for terms expiring at the 2025 Annual Meeting. A nonbinding advisory resolution on the compensation of named executive officers will be considered. The appointment of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2024, will be ratified. The meeting will be held at the Trustco Bank Loan Center, 6 Metro Park Road, Albany, New York 12205.

Why It Matters

For investors and stakeholders tracking TRUSTCO BANK CORP N Y, this filing contains several important signals. Shareholders have the opportunity to influence corporate governance by electing directors and providing advisory input on executive compensation. The ratification of Crowe LLP as the independent auditor ensures continued oversight of the company's financial reporting for the upcoming fiscal year.

Risk Assessment

Risk Level: low — TRUSTCO BANK CORP N Y shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational risks indicated.

Analyst Insight

Shareholders should review the director nominees and executive compensation proposals before the May 21, 2024 meeting.

Key Numbers

Key Players & Entities

FAQ

When did TRUSTCO BANK CORP N Y file this DEF 14A?

TRUSTCO BANK CORP N Y filed this Proxy Statement (DEF 14A) with the SEC on April 1, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by TRUSTCO BANK CORP N Y (TRST).

Where can I read the original DEF 14A filing from TRUSTCO BANK CORP N Y?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by TRUSTCO BANK CORP N Y.

What are the key takeaways from TRUSTCO BANK CORP N Y's DEF 14A?

TRUSTCO BANK CORP N Y filed this DEF 14A on April 1, 2024. Key takeaways: The Annual Meeting of Shareholders for TrustCo Bank Corp NY will be held on May 21, 2024, at 10:30 AM ET.. Shareholders will vote on the election of nine directors for terms expiring at the 2025 Annual Meeting.. A nonbinding advisory resolution on the compensation of named executive officers will be considered..

Is TRUSTCO BANK CORP N Y a risky investment based on this filing?

Based on this DEF 14A, TRUSTCO BANK CORP N Y presents a relatively low-risk profile. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational risks indicated.

What should investors do after reading TRUSTCO BANK CORP N Y's DEF 14A?

Shareholders should review the director nominees and executive compensation proposals before the May 21, 2024 meeting. The overall sentiment from this filing is neutral.

How does TRUSTCO BANK CORP N Y compare to its industry peers?

TrustCo Bank Corp NY operates within the commercial banking sector, which is subject to significant regulatory oversight and market interest rate dynamics.

Are there regulatory concerns for TRUSTCO BANK CORP N Y?

As a New York-chartered bank, TrustCo is regulated by state and federal authorities, including the New York State Department of Financial Services and the Federal Reserve.

Risk Factors

Industry Context

TrustCo Bank Corp NY operates within the commercial banking sector, which is subject to significant regulatory oversight and market interest rate dynamics.

Regulatory Implications

As a New York-chartered bank, TrustCo is regulated by state and federal authorities, including the New York State Department of Financial Services and the Federal Reserve.

What Investors Should Do

  1. Review the biographies and qualifications of the director nominees.
  2. Understand the details of the nonbinding advisory resolution on executive compensation.
  3. Confirm the ratification of Crowe LLP as the independent auditor.

Key Dates

Year-Over-Year Comparison

This is a definitive proxy statement (DEF 14A) filed for the upcoming annual meeting, indicating a routine corporate governance event.

Filing Stats: 4,456 words · 18 min read · ~15 pages · Grade level 16.6 · Accepted 2024-04-01 15:58:29

Filing Documents

Executive Compensation

Executive Compensation 19 Compensation Discussion and Analysis 19 Named Executive Officers 19 Highlights of 2023 Business Results 19 Objectives of Executive Compensation Program 20 Key 2023 Compensation Decisions and Outcomes 20 Engagement, Feedback and Changes 20 2023 Performance-based Compensation 21 Our Compensation Governance Practices 23 Compensation Committee and Management Role in Determining Compensation for the Named Executive Officers 23 Use of Peer Companies 24 Compensation Consultants 25 2023 Executive Compensation Program 25 Annual Compensation 25 Base Salary 25 Executive Officer Incentive Plan for 2023 26 Long-Term Compensation 26 Long-Term Incentive Program 26 Time-Based Restricted Stock Units 27 Performance-Based Restricted Stock Units 27 Achievement of 2020 PSUs 28 Performance Bonus Plan and Performance-Based Stock Appreciation Unit Awards 29 TrustCo Bank Corp NY 2024 Proxy Statement TABLE OF CONTENTS TABLE OF CONTENTS Other Annual Benefits 29 Annual Benefits 29 Executive Medical Reimbursement Plan 29 Executive Use of Cars 29 Club Memberships 30 Financial Planning 30 Additional Tax Payments 30 Retirement Compensation 30 Retirement Plan and Profit Sharing/401(k) Plan 30 Supplemental Retirement Plan 30 Employment Agreements 31 Compensation Risk Management, Policies and Practices 31 Stock Ownership Guidelines 31 Prohibition on Hedging and Pledging 32 Clawback Policy 32 Compensation Committee Report 32

Executive Compensation Payments and Awards

Executive Compensation Payments and Awards 33 2023 Summary Compensation Table 33 Plan-Based Awards for 2023 34 Grants of Plan-Based Awards 34 Outstanding Equity Awards as of December 31, 2023 36 Stock Options Exercised and Stock Vesting 37 Pensions and Nonqualified Deferred Compensation Benefits 38 Pension Benefits as of December 31, 2023 38 Early Retirement 38 Nonqualified Deferred Compensation as of December 31, 2023 39 Potential Payments upon Termination or Change in Control 39 Employment Agreements 39 Performance Bonus Plan and PSAU Agreement 40 TrustCo Bank Corp NY Equity Incentive Plans 40 Termination or Change in Control Payments 42 Pay Ratio Disclosure 43 Compensation Policies and Practices that Present Material Risks to the Company 44 Director Compensation 44 2023 Director Compensation Table 44 Pay Versus Performance 46 Financial Performance Measures 48 Description of the Relationship Between Pay and Performance 49

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 50 Executive Officer and Director Stock Ownership 51 Certain Relationships and Related Person Transactions 52 Related Person Transaction Policy 52 Related Person Transactions 52 Other Ordinary Course Transactions 52 Insurance For Indemnification of Officers and Directors 53 Delinquent Section 16(a) Reports 53 Annual Report on Form 10-K 53 Code of Conduct 53 Deadline For Shareholder Proposals 53 TrustCo Shareholders 54 APPENDIX 1 55 Non-GAAP Financial Measures Reconciliation 55 TrustCo Bank Corp NY 2024 Proxy Statement TABLE OF CONTENTS PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD TUESDAY, MAY 21, 2024 This Proxy Statement, along with the accompanying Notice of Annual Meeting of Shareholders, contains information about the 2024 Annual Meeting of Shareholders (the "Annual Meeting") of TrustCo Bank Corp NY, including any adjournments or postponements of the Annual Meeting. We are holding the Annual Meeting on Tuesday, May 21, 2024 at 10:30 AM, Eastern Time, at 6 Metro Park Road, Albany, New York 12205. This Proxy Statement relates to the solicitation of proxies by our board of directors for use at the Annual Meeting. We are first furnishing proxy materials to shareholders on or about April 1, 2024. We encourage all of our shareholders to vote prior to or during the Annual Meeting, and we hope the information contained in this document will help you decide how you wish to vote. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 21, 2024 The Notice of Annual Meeting of Shareholders, the Proxy Statement, and the Company's 2023 Annual Report to Shareholders are available free of charge to view, print, and download at www.proxyvote.com. Additionally, you can find a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including financial s

: Gender Identity

Part I: Gender Identity Directors 3 6 — —

: Demographic Background

Part II: Demographic Background African American or Black — 1 — — Alaskan Native or Native American — — — — Asian — — — — Hispanic or Latinx — — — — Native Hawaiian or Pacific Islander — — — — White 3 5 — — Two or More Races or Ethnicities — — — — LGBTQ+ — — — — Did Not Disclose Demographic Background — — — — Directors With Disabilities: 1 The table below sets forth basic information concerning each nominee. Name Age Director Since Independent? Steffani Cotugno, DO (1) 56 2023 Yes Brian C. Flynn 73 2016 Yes Lisa M. Lucarelli (2) 60 2017 Yes Thomas O. Maggs 79 2005 Yes Anthony J. Marinello, MD, PhD 68 1995 Yes Robert J. McCormick (3) 60 2005 No Curtis N. Powell 70 2021 Yes Kimberly A. Russell 55 2020 Yes Frank B. Silverman 52 2020 Yes (1) Dr. Cotugno was elected to the board in October 2023. (2) Ms. Lucarelli serves as Lead Independent Director. (3) Mr. McCormick serves as President, CEO, and Chairman of the Board. 2 TrustCo Bank Corp NY 2024 Proxy Statement TABLE OF CONTENTS PROXY STATEMENT SUMMARY FOR ANNUAL MEETING OF SHAREHOLDERS Corporate Governance Highlights Our board of directors is not classified, with each of the directors subject to re-election annually. Directors are elected by the affirmative vote of a majority of the votes validly cast in such election. Our board also maintains a director resignation policy for board members or nominees who receive more votes against their nomination than for their nomination. Our commitment to good corporate governance is further illustrated by the following practices: Board independence (with the exception of Mr. McCormick, all currently serving directors are independent) Diversity of board skills and experience, as well as gender, ethnicity, and race Lead independent director with robust duties Board oversight of environmental, social, and governance matters, including related risk, formalized by committee charter Robust stock ownership guidelines

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