Trustco Bank Corp N Y

1. 1

   Election of Directors

   ManagementBoard: FOR

   Re-elect nine nominees (Steffani Cotugno, DO; Brian C. Flynn; Lisa M. Lucarelli; Thomas O. Maggs; Anthony J. Marinello, MD, PhD; Robert J. McCormick; Curtis N. Powell; Kimberly A. Russell; and Frank B. Silverman) to serve one-year terms ending at the 2027 Annual Meeting.

2. 2

   Approval of an Amendment to the 2019 Equity Incentive Plan to Increase Shares Available for Issuance

   ManagementBoard: FOR

   Approve an amendment to the TrustCo Bank Corp NY Amended and Restated 2019 Equity Incentive Plan to increase the share reserve by 500,000 shares from 700,000 to 1,200,000 shares.

   More detail

   This proposal seeks shareholder approval to amend the Company’s Amended and Restated 2019 Equity Incentive Plan by increasing the authorized share reserve by 500,000 shares (from 700,000 to 1,200,000). Management frames the request as a routine yet strategic replenishment of its equity pool to support annual long-term incentive grants (RSUs and PSUs) used to attract, retain, and motivate employees and non‑employee directors while aligning pay with long‑term shareholder value. The proxy highlights that equity compensation is a core component of executive and employee pay and that, without additional shares, the plan could be insufficient to cover expected awards in 2026 and beyond, potentially forcing a shift to cash compensation that management believes would be less effective and more expensive. The company provides data on current outstanding awards, available shares, historical burn rates, and expects that the increase would allow grant levels at current usage for approximately five years. Governance safeguards are described: the Compensation Committee administers the plan, limits on grants to non-employee directors are capped, repricing requires shareholder approval, and the plan contains double-trigger change-in-control vesting and other standard anti‑dilution adjustments. The board recommends a FOR vote, asserting that the amendment does not materially change other plan terms and that management will monitor dilution carefully. The proposal requires a majority of votes cast for approval; broker non-votes will not be counted as votes cast. Key considerations for investors include the incremental dilution (approximately 2.86% of outstanding shares as of March 23, 2026 for the additional shares), the company’s stated 3‑year average burn rate (0.57%), the heavy use of performance‑based awards (60% of LTIP), and the tradeoff between retaining equity leverage for incentives versus shareholder dilution. Analysts should evaluate whether projected equity usage, historical grant practices, and board governance controls justify the requested reserve increase and whether the move aligns with peer practices and investor expectations on dilution and executive alignment.

3. 3

   Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   An advisory (nonbinding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narrative.

   More detail

   This is an annual, advisory "say-on-pay" vote asking shareholders to endorse TrustCo’s executive compensation program as described in the CD&A, tables, and narrative disclosures. Management frames the program as pay-for-performance with a substantial portion of NEO compensation at risk: annual cash incentives tied to four absolute corporate metrics (ROAA, adjusted efficiency ratio, diluted EPS, and net charge-offs), and long‑term equity awards heavily weighted toward performance‑based restricted stock units (60% PSUs, 40% RSUs) with multi‑year vesting and peer-relative ROAE metrics. The company reports active shareholder engagement and that investors representing roughly 35% of outstanding shares were contacted and largely expressed support; the board also notes prior say‑on‑pay support of 78% at the 2025 meeting and that the Compensation Committee reviewed that outcome and shareholder feedback. The vote is nonbinding, but the board and Compensation Committee state they will consider the results when setting future compensation. Key governance features include stock ownership guidelines, clawback policy, prohibition on hedging/pledging, and removal of certain legacy perks (e.g., closure of SERP to new hires and elimination of single‑trigger change‑in‑control acceleration). Investors should assess whether the absolute performance metrics, peer benchmarking, equity mix, and disclosed governance safeguards appropriately balance incentive power against potential dilution and risk‑taking, and whether prior shareholder feedback has been meaningfully incorporated into plan design. The board recommends a FOR vote and will view the result as a gauge of shareholder sentiment, though it is not binding.

4. 4

   Ratification of the Appointment of Crowe LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee and board’s selection of Crowe LLP as TrustCo’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Upcoming shareholder meetings at Trustco Bank Corp N Y’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Trustco Bank Corp N Y 2026 annual meeting?

Trustco Bank Corp N Y (TRST) holds its 2026 annual shareholder meeting on Tuesday, May 19, 2026.

What is the record date for the Trustco Bank Corp N Y 2026 meeting?

The record date for the Trustco Bank Corp N Y 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Trustco Bank Corp N Y's 2026 meeting?

The board is presenting 9 director nominees at the Trustco Bank Corp N Y 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Trustco Bank Corp N Y 2026 meeting?

Shareholders will vote on 4 proposals at the Trustco Bank Corp N Y 2026 meeting, each tagged with who proposed it and the board's recommendation.