☐
|
| |
Preliminary Proxy Statement
|
☐
|
| |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☒
|
| |
Definitive Proxy Statement
|
☐
|
| |
Definitive Additional Materials
|
☐
|
| |
Soliciting Material Pursuant to §240.14a-12
|
TrustCo Bank Corp NY
|
(Name of Registrant as Specified In Its Charter)
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
|
TABLE OF CONTENTS
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
|
|
|
TABLE OF CONTENTS
|
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
1.
|
Election of one director named in this proxy statement.
|
2.
|
Approval of a nonbinding advisory resolution on the compensation of TrustCo’s named executive officers.
|
3.
|
Ratification of the appointment of Crowe LLP as TrustCo’s independent auditors for 2020.
|
4.
|
Any other business that properly may be brought before the meeting or any adjournment thereof.
|
|
PROXY STATEMENT SUMMARY FOR ANNUAL MEETING OF SHAREHOLDERS
|
•
|
voting your shares over the internet by going to www.proxyvote.com and using the instructions found in the Notice that will be mailed to shareholders on or about April 3, 2020
|
•
|
voting your shares by telephone at 1-800-690-6903 within the United States, U.S. territories or Canada using a touch-tone phone and following the recorded instructions
|
•
|
marking, signing, dating and mailing your proxy in the postage-paid envelope provided with the proxy statement and returning it before the meeting date
|
|
Proposal
|
| |
Board
Recommendation |
| |
Page
Reference |
| |||
|
1.
|
| |
Election of One Director Named in This Proxy Statement
|
| |
FOR
(nominee) |
| | | |
|
2.
|
| |
Advisory Vote on Executive Compensation
|
| |
FOR
|
| | | |
|
3.
|
| |
Ratification of the Appointment of the Independent Registered Public Accounting Firm
|
| |
FOR
|
| | |
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
1
|
|
|
PROXY STATEMENT SUMMARY FOR ANNUAL MEETING OF SHAREHOLDERS
|
(1)
|
Nomination and Corporate Governance = N&CG; Audit Committee= A; Compensation Committee = C; Board Compliance Committee = BC; Fiduciary Committee = F; Risk Committee = R
|
(2)
|
Mr. DeGennaro serves as Lead Independent Director
|
(3)
|
Mr. McCormick serves as CEO and Chairman of the Board
|
✔
|
Board independence (6 out of 7 currently serving directors are independent)
|
✔
|
Diversity of board skills and experience
|
✔
|
Lead independent director with robust duties
|
✔
|
Robust stock ownership guidelines for directors and executive officers
|
✔
|
Directors attended greater than 75% of all board and committee meetings held in fiscal year 2019
|
2
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
PROXY STATEMENT SUMMARY FOR ANNUAL MEETING OF SHAREHOLDERS
|
✔
|
Majority voting with director resignation policy for uncontested elections
|
✔
|
Declassification of the board over the next 2 years
|
✔
|
Year-round shareholder outreach program
|
✔
|
Ongoing Director training and education
|
✔
|
Annual board and committee evaluations
|
✔
|
Board risk oversight and assessment
|
•
|
Encourage and reward the achievement of our short-term and long-term financial and strategic objectives;
|
•
|
Align executive interests with the interests of our shareholders to ensure their focus on long-term return to shareholders and consideration of risk management; and
|
•
|
Provide a comprehensive compensation program that fosters the retention of current executive officers and serves to attract new highly-talented, results-driven executives as the need may arise.
|
|
What We Do
|
| |||
|
✔
|
| |
Tie executive pay to corporate performance
|
|
|
✔
|
| |
Provide for more than one metric for vesting under our performance share awards
|
|
|
✔
|
| |
Establish separate metrics for our short-term and long-term incentives plan designs to evaluate performance
|
|
|
✔
|
| |
Use balanced performance metrics which consider both the Company’s absolute performance and its relative performance versus peers
|
|
|
✔
|
| |
Maintain a robust clawback policy covering all executive officer incentive-based awards for material restatement and material fraud or misconduct
|
|
|
✔
|
| |
Require stock ownership and retention guidelines for executive officers and directors
|
|
|
✔
|
| |
Engage with shareholders to promote transparency, improve accountability, and provide investors with a meaningful voice relating to our corporate governance practices
|
|
|
What We Don’t Do
|
| |||
|
✔
|
| |
We do not grant multi-year guaranteed incentive awards for executive officers
|
|
|
✔
|
| |
We no longer provide for “single-trigger” accelerated vesting of equity-based awards upon a change in control
|
|
|
✔
|
| |
We do not allow for excise tax “gross-ups” upon a change in control in employment agreements entered into since 2013
|
|
|
✔
|
| |
We do not permit our executive officers and directors to hedge or pledge Company securities
|
|
|
✔
|
| |
We do not allow for discounting, reloading, or re-pricing of stock options without shareholder approval
|
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
3
|
|
|
PROXY STATEMENT SUMMARY FOR ANNUAL MEETING OF SHAREHOLDERS
|
•
|
“FOR” the election of the nominee for director,
|
•
|
“FOR” the approval of the nonbinding advisory resolution approving the compensation of TrustCo’s named executive officers, and
|
•
|
“FOR” ratification of the appointment of Crowe LLP as TrustCo’s independent auditors.
|
4
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
THE ANNUAL MEETING – PROPOSAL ONE
|
1
|
The term of director William D. Powers also ends at the 2020 Meeting of Shareholders. Upon the recommendation of the Nominating and Corporate Governance Committee, the board of directors has decided that it will not immediately fill that position and has resolved to reduce, effective at the 2020 Meeting of Shareholders, the number of directors comprising the entire board of each of TrustCo and Trustco Bank to six.
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
5
|
|
|
THE ANNUAL MEETING – PROPOSAL ONE
|
|
Name and Principal Occupation (1)
|
|
|
Anthony J. Marinello, M.D., Ph.D., Age 64, Physician, Chief Medical Officer, Capital District Physicians Health Plan, January 2020 to present; Vice President, Primary Care Services of Capital District Physicians Health Plan from 2018 to 2019. Previously a physician in private practice. Director of TrustCo and Trustco Bank from 1995 to present. Chair of the board of directors of TrustCo and Trustco Bank for 2013. 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.
|
|
|
Name and Principal Occupation(1)
|
|
|
Dennis A. DeGennaro, Age 75, President and Chief Executive Officer, Camelot Associates Corp. (commercial and residential home builder and developer). Current Lead Independent Director of the board of directors of TrustCo and Trustco Bank. Director of TrustCo and Trustco Bank from 2009 to present. Chair 2016 to 2018. Mr. DeGennaro is highly knowledgeable about commercial and residential real estate in the Capital Region of New York and contributes his organizational skills and experience from operating a successful business enterprise.
|
|
|
Brian C. Flynn, Age 69, Consultant and Certified Public Accountant (NY). Director of TrustCo and Trustco Bank since 2016. Former partner of KPMG LLP (retired 2010) where he was employed for approximately 30 years. 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/ 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 56, Director of TrustCo and Trustco Bank since 2017. Owner of LMKD Properties, LLC (property management firm). 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.
|
|
(1)
|
Directors of TrustCo Bank Corp NY are also directors of Trustco Bank.
|
6
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
THE ANNUAL MEETING – PROPOSAL ONE
|
|
Name and Principal Occupation(1)
|
|
|
Thomas O. Maggs, Age 75, President, Risk Strategies, Inc., an insurance agency from 2018 to present. President, Maggs & Associates, The Business Insurance Brokers, Inc. (insurance broker), 1987 to 2018. Director of TrustCo and Trustco Bank from 2005 to present. Chair of the board of directors of TrustCo and Trustco Bank for 2015. Mr. Maggs contributes his experience as an entrepreneur operating a successful business enterprise and his skills for developing and evaluating business strategies.
|
|
|
Robert J. McCormick, Age 56, President and Chief Executive Officer of TrustCo from 2004 to present, Chair 2009 to 2010 and 2019 to present, executive officer of TrustCo from 2001 to present and Chief Executive Officer of Trustco Bank from 2002 to present. Director of TrustCo and Trustco Bank from 2005 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.
|
|
|
William D. Powers (2) Age 78, Consultant, Powers & Company, LLC, retired. Chair of the board of directors of TrustCo and Trustco Bank for 2012. Director of TrustCo and Trustco Bank from 1995 to present. Mr. Powers contributes his experience as an entrepreneur operating a successful business enterprise and his skills for developing and evaluating business strategies.
|
|
(1)
|
Directors of TrustCo Bank Corp NY are also directors of Trustco Bank.
|
(2)
|
Mr. Powers’ current term expires at the 2020 Annual Meeting. He is not standing for reelection.
|
|
Kevin M. Curley, Age 53, Executive Vice President and Chief Operations Officer, TrustCo and Trustco Bank from 2018 to present. Senior Vice President of TrustCo and Trustco Bank from 2011 to 2018. Administrative Vice President of TrustCo and Trustco Bank from 2004 to 2016. Executive Officer of TrustCo and Trustco Bank from 2017 to present. Joined Trustco Bank in 1990.
|
|
|
Michael Hall, Age 54, 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 57, Executive Vice President of TrustCo and Trustco Bank from 2013 to present. Chief Risk Officer TrustCo and Trustco Bank from 2016 to present. Senior Vice President of TrustCo and Trustco Bank from 2010 to 2013. Administrative Vice President of TrustCo and Trustco Bank from 2004 to 2009. 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.
|
|
|
Michael M. Ozimek, Age 45, 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. Administrative Vice President of Trustco Bank from 2010 to 2014. Executive Officer of TrustCo and Trustco Bank from 2014 to present. Joined TrustCo and Trustco Bank in 2002.
|
|
|
Scot R. Salvador, Age 53, Executive Vice President and Chief Lending Officer of TrustCo and Trustco Bank from 2004 to present. Executive Officer of TrustCo and Trustco Bank from 2004 to present. Joined Trustco Bank in 1995.
|
|
|
Eric W. Schreck, Age 53, Senior Vice President and Florida Regional President of Trustco Bank from 2009 to present. Treasurer of TrustCo from 2010 to present. Executive Officer of TrustCo and Trustco Bank from 2010 to present. Joined Trustco Bank in 1989.
|
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
7
|
|
|
THE ANNUAL MEETING – PROPOSAL ONE
|
8
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
THE ANNUAL MEETING – PROPOSAL ONE
|
•
|
Chair the meetings of the independent directors of the board,
|
•
|
Work with the chairman and CEO to develop the board and committee agendas,
|
•
|
Develop the agendas for and chair executive sessions of the board’s independent directors, and
|
•
|
In consultation with the Nominating and Corporate Governance Committee, review and report on the results of the board’s and committees’ performance self-evaluations.
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
9
|
|
|
THE ANNUAL MEETING – PROPOSAL ONE
|
10
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
THE ANNUAL MEETING – PROPOSAL TWO
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
11
|
|
|
THE ANNUAL MEETING – PROPOSAL THREE
|
|
|
| |
2019
|
| |
2018
|
|
|
Audit fees
|
| |
$535,000
|
| |
$508,000
|
|
|
Audit related fees(1)
|
| |
82,500
|
| |
—
|
|
|
Tax fees(2)(3)
|
| |
104,475
|
| |
196,571
|
|
|
All other fees
|
| |
—
|
| |
—
|
|
|
Total Fees
|
| |
$721,975
|
| |
$704,571
|
|
(1)
|
For 2019, audit related fees consisted of professional services for Form S-8 consent procedures and as well as the adoption of new Current Expected Credit Losses (CECL) accounting standard.
|
(2)
|
For 2019 and 2018, tax fees consisted of tax return preparation services and assistance with tax audits.
|
(3)
|
For 2018, there were also professional service fees associated with fixed asset studies conducted during the year.
|
12
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
AUDIT COMMITTEE
|
AUDIT COMMITTEE:
|
Brian C. Flynn, Chair
Dennis A. DeGennaro Lisa M. Lucarelli Thomas O. Maggs Dr. Anthony J. Marinello William D. Powers |
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
13
|
|
|
EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS
|
•
|
Robert J. McCormick, President and Chief Executive Officer, TrustCo and Trustco Bank
|
•
|
Michael M. Ozimek, Executive Vice President and Chief Financial Officer, TrustCo and Trustco Bank
|
•
|
Scot R. Salvador, Executive Vice President and Chief Banking Officer, TrustCo and Trustco Bank
|
•
|
Robert M. Leonard, Executive Vice President and Chief Risk Officer, TrustCo and Trustco Bank
|
•
|
Kevin M. Curley, Executive Vice President and Chief Operations Officer, TrustCo and Trustco Bank
|
•
|
Encourage and reward the achievement of our short-term and long-term financial and strategic objectives;
|
•
|
Align executive interests with the interests of our shareholders to ensure their focus on long-term return to shareholders and consideration of risk management; and
|
•
|
Provide a comprehensive compensation program that fosters the retention of current executive officers and serves to attract new highly-talented, results-driven executives as the need may arise.
|
14
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS
|
WHAT WE DO
|
| |
WHAT WE DON’T DO
|
||||||
✔
|
| |
Tie executive pay to corporate performance
|
| |
✘
|
| |
We do not grant multi-year guaranteed incentive awards for executive officers
|
✔
|
| |
Provide for more than one metric for vesting under our performance share awards
|
| |
✘
|
| |
We no longer provide for “single-trigger” accelerated vesting of equity-based awards upon a change in control
|
✔
|
| |
Establish separate metrics for our short-term and long-term incentive plan designs to evaluate performance
|
| |
✘
|
| |
We do not allow for excise tax “gross-ups” upon a change in control in employment agreements entered into since 2013
|
✔
|
| |
Use balanced performance metrics which consider both the Company’s absolute performance and its relative performance versus peers
|
| |
✘
|
| |
We do not permit our executives to hedge or pledge Company securities
|
✔
|
| |
Maintain a robust clawback policy covering all executive officer incentive-based awards for material restatement and material fraud or misconduct
|
| |
✘
|
| |
We do not allow for discounting, reloading, or re-pricing of stock options without shareholder approval
|
✔
|
| |
Require stock ownership and retention guidelines for executive officers
|
| |||||
✔
|
| |
Engage with shareholders to promote transparency, improve accountability, and provide investors with a meaningful voice relating to our corporate governance practices
|
| |
|
| |
|
|
Company Performance
|
| ||||||
|
Performance Metric
|
| |
2019 Results
|
| |
2018 Results
|
|
|
Net Income
|
| |
$57.8 million
|
| |
$61.4 million
|
|
|
Return on Average Equity
|
| |
11.26%
|
| |
13.05%
|
|
|
Return on Average Assets
|
| |
1.12%
|
| |
1.25%
|
|
|
Diluted Earnings Per Share
|
| |
$0.597
|
| |
$0.636
|
|
|
Nonperforming Loans to Total Loans
|
| |
0.51%
|
| |
0.64%
|
|
|
Efficiency Ratio(1)
|
| |
56.13%
|
| |
53.97%
|
|
(1)
|
Efficiency ratio is a non-GAAP financial measure. Please refer to page 35 of Trustco’s 2019 Annual Report to Shareholders, which is included with TrustCo’s annual report on Form 10-K for the year ended December 31, 2019, for further information, including the required reconciliation.
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
15
|
|
|
EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS
|
•
|
TrustCo’s and Trustco Bank’s attainment of net income goals;
|
•
|
The Company’s operating performance against its past performance and that of its peers;
|
•
|
Total shareholder return;
|
•
|
Overall profitability from year to year;
|
•
|
Company efficiency; and
|
•
|
Banking experience of individual named executive officers, the scope of their responsibility within the overall organization, their individual performance, and the specific contributions they made to TrustCo and Trustco Bank during the course of the year.
|
|
Arrow Financial Corporation
|
| |
Kearny Financial Corp.
|
|
|
Bridge Bancorp, Inc.
|
| |
Lakeland Bancorp, Inc.
|
|
|
Capital City Bank Group, Inc.
|
| |
NBT Bancorp Inc.
|
|
|
Community Bank System, Inc.
|
| |
Northfield Bancorp, Inc.
|
|
|
CenterState Bank Corporation
|
| |
OceanFirst Financial Corp.
|
|
|
ConnectOne Bancorp, Inc.
|
| |
Oritani Financial Corp.
|
|
|
Dime Community Bancshares, Inc.
|
| |
Peapack-Gladstone Financial Corporation
|
|
|
FCB Financial Holdings, Inc.
|
| |
Provident Financial Services, Inc.
|
|
|
Financial Institutions, Inc.
|
| |
Seacoast Banking Corporation of Florida
|
|
|
First of Long Island Corporation
|
| |
Tompkins Financial Corporation
|
|
|
Flushing Financial Corporation
|
| |
|
|
16
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS
|
|
Annual Compensation
|
| |
Salary, Executive Officer Incentive Plan and Other Benefits
|
|
|
Long-Term Compensation
|
| |
Restricted Stock Units and Performance Share Awards
|
|
|
Retirement Compensation
|
| |
401(k) Plan and Replacement
Supplemental Retirement Plan Payments |
|
|
Name and Position
|
| |
2019 Annual Base Salary(1)
|
| |
2018 Salary(2)
|
| |
Increase over 2018
|
|
|
Robert J. McCormick
|
| |
$975,000
|
| |
$975,000
|
| |
0%
|
|
|
Michael M. Ozimek
|
| |
$360,000
|
| |
$311,923
|
| |
15%
|
|
|
Scot R. Salvador
|
| |
$600,000
|
| |
$600,000
|
| |
0%
|
|
|
Robert M. Leonard
|
| |
$500,000
|
| |
$400,000
|
| |
25%
|
|
|
Kevin M. Curley
|
| |
$275,000
|
| |
$226,923
|
| |
21%
|
|
(1)
|
Base salary represents the salary in effect as of January 1, 2019.
|
(2)
|
Represents salary earned during 2018, inclusive of any changes made during the year.
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
17
|
|
|
EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS
|
|
Performance
Criteria |
| |
Threshold
Performance Level (15% of salary)(1) |
| |
Target 1
Threshold Performance Level (30% of salary)(2) |
| |
Target 2
Threshold Performance Level (45% of salary)(2) |
| |
Maximum
Performance Level (60% of salary) |
| |
2019
TrustCo Performance Level Percentile Rank |
| |
Award %
Earned |
| |
Award as a
% of Salary |
|
|
|
| |
Equal to 40th to 49th Percentile of Peer Group
|
| |
50th to 59th Percentile of Peer Group
|
| |
50th to 59th Percentile of Peer Group
|
| |
60th Percentile or Above of Peer Group
|
| |
|
| |
|
| |
|
|
|
Return on Average Assets Ratio
|
| |
|
| |
65th Percentile
|
| |
60.00%
|
| |
18.00%
|
| |||||||||
|
Efficiency Ratio
|
| |
|
| |
69th Percentile
|
| |
60.00%
|
| |
18.00%
|
| |||||||||
|
Tier 1 Risk-Based Capital Ratio
|
| |
|
| |
89th Percentile
|
| |
60.00%
|
| |
24.00%
|
| |||||||||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total
|
| |
60.00%
|
|
(1)
|
Provided that performance is better than 2018 performance.
|
(2)
|
Provided that performance is better than 2018 performance, payout will be based on Target 2 percentage, otherwise Target 1 percentage.
|
18
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS
|
|
Performance Level
|
| |
Performance Criteria
|
| |
Bonus Payment
|
|
|
Threshold
|
| |
At least two of the performance goals set for 2020 are achieved at a level of 40th to 49th percentile of the peer group performance
|
| |
100% of Contingent Bonus
|
|
|
Target
|
| |
All performance goals for 2020 are achieved at 50th to 59th percentile of the peer group performance
|
| |
115% of Contingent Bonus
|
|
|
Maximum
|
| |
All performance goals for 2020 are achieved at 60th percentile or greater than the peer group performance
|
| |
125% of Contingent Bonus
|
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
19
|
|
|
EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS
|
|
Named Executive Officer
|
| |
Restricted Stock Units(1)
|
|
|
Robert J. McCormick
|
| |
32,992
|
|
|
Michael M. Ozimek
|
| |
10,239
|
|
|
Scot R. Salvador
|
| |
10,239
|
|
|
Robert M. Leonard
|
| |
15,927
|
|
|
Kevin M. Curley
|
| |
14,790
|
|
(1)
|
In 2019 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 ($8.79) on the day of issue (November 19, 2019).
|
20
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS
|
|
Named Executive Officer
|
| |
Number of
2016 Shares that Vested (#)(1) |
| |
Amount of
Cash Received on Vesting ($)(1) |
| |
Number of
2017 Shares that Vested (#)(2) |
| |
Amount of
Cash Received on Vesting ($)(2) |
| |
Number of
2018 Shares that Vested (#)(3) |
| |
Amount of
Cash Received on Vesting ($)(3) |
|
|
Robert J. McCormick
|
| |
19,000
|
| |
$165,870
|
| |
6,667
|
| |
$58,070
|
| |
8,703
|
| |
$76,151
|
|
|
Michael M. Ozimek
|
| |
2,600
|
| |
$22,698
|
| |
933
|
| |
$8,126
|
| |
1,305
|
| |
$11,419
|
|
|
Scot R. Salvador
|
| |
10,000
|
| |
$87,300
|
| |
3,333
|
| |
$29,030
|
| |
4,787
|
| |
$41,886
|
|
|
Robert M. Leonard
|
| |
10,000
|
| |
$87,300
|
| |
3,333
|
| |
$29,030
|
| |
4,787
|
| |
$41,886
|
|
|
Kevin M. Curley
|
| |
2,600
|
| |
$22,698
|
| |
933
|
| |
$8,126
|
| |
1,305
|
| |
$11,419
|
|
(1)
|
On November 15, 2019, all of the 2016 restricted stock unit awards vested in full as they were subject to three-year cliff vesting.
|
(2)
|
On November 21, 2019, one-third of the 2017 restricted stock unit awards vested.
|
(3)
|
On November 20, 2019, one-third of the 2018 restricted stock unit awards vested.
|
|
Named Executive Officer
|
| |
Performance Shares at
Target(1) |
|
|
Robert J. McCormick
|
| |
49,489
|
|
|
Michael M. Ozimek
|
| |
15,359
|
|
|
Scot R. Salvador
|
| |
15,359
|
|
|
Robert M. Leonard
|
| |
23,891
|
|
|
Kevin M. Curley
|
| |
22,184
|
|
(1)
|
In 2019 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 ($8.79) on the day of issue (November 19, 2019).
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
21
|
|
|
EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS
|
|
Named Executive Officer
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
|
|
Robert J. McCormick
|
| |
21,375
|
| |
28,500
|
| |
35,625
|
|
|
Michael M. Ozimek
|
| |
2,925
|
| |
3,900
|
| |
4,875
|
|
|
Scot R. Salvador
|
| |
11,250
|
| |
15,000
|
| |
18,750
|
|
|
Robert M. Leonard
|
| |
11,250
|
| |
15,000
|
| |
18,750
|
|
|
Kevin M. Curley
|
| |
2,925
|
| |
3,900
|
| |
4,875
|
|
|
Percentile Ranking
|
| |
Factor
|
|
|
Above 60th percentile of the Peer Group
|
| |
125%
|
|
|
50th - 59th percentile of the Peer Group
|
| |
100%
|
|
|
40th - 49th percentile of the Peer Group
|
| |
75%
|
|
|
Below 40th percentile of the Peer Group
|
| |
0%
|
|
22
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
23
|
|
|
EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS
|
COMPENSATION COMMITTEE:
|
Thomas O. Maggs, Chair
Dennis A. DeGennaro Brian C. Flynn Lisa M. Lucarelli Dr. Anthony J. Marinello William D. Powers |
24
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
EXECUTIVE COMPENSATION
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Bonus
|
| |
Stock
Awards(1) |
| |
Non-equity
Incentive Plan Compensation(2) |
| |
Change to
Pension Value and Nonqualified Deferred Compensation Earnings(3) |
| |
All Other
Compensation(4) |
| |
Total
|
|
|
|
| |
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
|
|
Robert J. McCormick
President & Chief Executive Officer, TrustCo and Trustco Bank |
| |
2019
|
| |
975,000
|
| |
—
|
| |
725,008
|
| |
658,125
|
| |
75,599
|
| |
602,449
|
| |
3,036,181
|
|
|
2018
|
| |
975,000
|
| |
—
|
| |
499,999
|
| |
329,063
|
| |
—
|
| |
673,193
|
| |
2,477,255
|
| |||
|
2017
|
| |
880,000
|
| |
—
|
| |
460,000
|
| |
297,000
|
| |
41,872
|
| |
503,249
|
| |
2,182,121
|
| |||
|
Michael M. Ozimek
Executive Vice President & Chief Financial Officer TrustCo and Trustco Bank |
| |
2019
|
| |
360,000
|
| |
—
|
| |
225,006
|
| |
243,000
|
| |
8,385
|
| |
312,864
|
| |
1,149,255
|
|
|
2018
|
| |
311,923
|
| |
—
|
| |
75,000
|
| |
104,625
|
| |
—
|
| |
73,473
|
| |
565,021
|
| |||
|
2017
|
| |
250,000
|
| |
—
|
| |
64,400
|
| |
84,375
|
| |
4,305
|
| |
59,044
|
| |
462,124
|
| |||
|
Scot R. Salvador
Executive Vice President & Chief Lending Officer, TrustCo and Trustco Bank |
| |
2019
|
| |
600,000
|
| |
—
|
| |
225,006
|
| |
405,000
|
| |
61,702
|
| |
432,322
|
| |
1,724,030
|
|
|
2018
|
| |
600,000
|
| |
—
|
| |
274,994
|
| |
202,500
|
| |
—
|
| |
444,811
|
| |
1,522,305
|
| |||
|
2017
|
| |
520,000
|
| |
—
|
| |
230,000
|
| |
175,500
|
| |
33,283
|
| |
355,847
|
| |
1,314,630
|
| |||
|
Robert M. Leonard
Executive Vice President & Chief Risk Officer TrustCo and Trustco Bank |
| |
2019
|
| |
500,000
|
| |
—
|
| |
350,000
|
| |
337,500
|
| |
44,994
|
| |
686,935
|
| |
1,919,429
|
|
|
2018
|
| |
400,000
|
| |
—
|
| |
274,994
|
| |
135,000
|
| |
—
|
| |
526,164
|
| |
1,336,158
|
| |||
|
2017
|
| |
330,000
|
| |
—
|
| |
230,000
|
| |
111,375
|
| |
25,020
|
| |
347,909
|
| |
1,044,304
|
| |||
|
Kevin M. Curley
Executive Vice President & Chief Operations Officer TrustCo and Trustco Bank |
| |
2019
|
| |
275,000
|
| |
—
|
| |
325,001
|
| |
185,625
|
| |
54,559
|
| |
342,695
|
| |
1,182,880
|
|
(1)
|
The amounts in these columns are the grant date fair value, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 “Compensation-Stock Compensation” (“FASB ASC 718”), for the stock awards (consisting of restricted stock units and performance shares) in 2019, 2018, and 2017. The assumptions made in the valuation of the awards are described in note 9 to TrustCo’s consolidated financial statements for the years ended December 31, 2019, 2018, and 2017 under the heading “Stock Based Compensation Plans-Equity Awards.” For financial reporting purposes, the estimated values of these grants are spread over future periods; however, for this table the total cost of the grants are reflected in the year of the grant. For purposes of calculating the grant date fair value of the performance shares set forth above, the Company assumed the achievement of the performance goal at the target level. If the Company assumed the achievement of the performance goal at the maximum performance level, the grant date fair value of the 2019 performance share awards for Messrs. McCormick, Ozimek, Salvador, Leonard, and Curley, would be $652,512, $202,508, $202,508, $315,003, and $292,496, respectively. Additional information about the awards is presented below under the heading “Plan-Based Awards for 2019.”
|
(2)
|
The amounts in this column were determined in accordance with the Executive Officer Incentive Plan and the performance measures thereunder approved by the board of directors. The amounts in the column reflect payments made under the 2019 award that are not subject to the 2020 contingent bonus payments as well as the 2019 contingent bonus payments based on the 2018 award, both of which were paid in 2020. The operation of the Executive Officer Incentive Plan is discussed in the Compensation Discussion and Analysis under “2019 Executive Officer Incentive Plan” and below under “Plan-Based Awards” for the 2019 awards and above under “2019 Contingent Bonus Payment Criteria” for the 2019 contingent bonus payments. If the 2020 contingent bonus payments under the 2019 Executive Officer Incentive plan pay out at the maximum level, Messrs. McCormick, Ozimek, Salvador, Leonard, and Curley will receive an additional $365,625, $144,375, $225,000, $206,250 and $121,875, respectively. These amounts are based upon approved salaries for 2020.
|
(3)
|
The amounts in this column are derived from the change in value of vested benefits accrued under the Retirement Plan of Trustco Bank. See the table “Pension Benefits” for more details on the methodology followed to perform these calculations and a discussion of TrustCo and Trustco Bank retirement benefits generally.
|
(4)
|
The amounts in this column include all other compensation paid to the named executive officers including tax gross- ups (of $45,496, $33,187, $46,767, $46,511, and $34,513 for Messrs. McCormick, Ozimek, Salvador, Leonard, and Curley, respectively, for 2019) incurred on personal benefits, personal use of auto, health insurance, tax planning assistance, and personal use of clubs. The amounts included are the cost paid by TrustCo to third parties for these items and included in the Company’s financial statements. Also included for Messrs. McCormick, Ozimek, Salvador, Leonard, and Curley is compensation paid to them under their employment agreements representing the incremental amount that would have been credited to them for 2019 under the TrustCo Supplemental Retirement Plan had such plan not been amended to cease additional benefit accruals following December 31, 2008 and, in the case of Messrs. Leonard, Ozimek and Curley, had they been participants. For 2019, the Company paid $496,944, $232,494, $324,220, $579,356 and $259,842 to Messrs. McCormick, Ozimek, Salvador, Leonard, and Curley, respectively, in lieu of such Supplemental Retirement Plan contributions. TrustCo sponsors a 401(k)/Profit Sharing Plan for all employees under which the Company offers to match employee contributions, subject to certain limits. For 2019, the Company match for the 401(k)/Profit Sharing Plan for Messrs. McCormick, Salvador, Leonard, and Ozimek was $12,600 and for Mr. Curley was $12,375.
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
25
|
|
|
EXECUTIVE COMPENSATION
|
|
|
| |
|
| |
Estimated Possible
Payouts Under Non-Equity Incentive Plan Awards (Executive Officer Incentive Plan)(2) |
| |
Estimated Future
Payouts Under Equity Incentive Plan Awards (Performance Shares)(3) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (Restricted Stock Units)(6) (#) |
| |
Grant
Date Fair Value of Stock and Option Awards(7) ($) |
| ||||||||||||
|
Name
|
| |
Grant Date(1)
|
| |
Threshold
($)(4) |
| |
Target
($)(5) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||
|
Robert J. McCormick
|
| |
|
| |
146,250
|
| |
438,750
|
| |
585,000
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
|
|
11/19/2019
|
| |
|
| |
|
| |
|
| |
37,117
|
| |
49,489
|
| |
74,234
|
| |
|
| |
435,008
|
| |||
|
11/19/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
32,992
|
| |
290,000
|
| |||
|
Michael M. Ozimek
|
| |
|
| |
54,000
|
| |
162,000
|
| |
216,000
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
|
|
11/19/2019
|
| |
|
| |
|
| |
|
| |
11,519
|
| |
15,359
|
| |
23,039
|
| |
|
| |
135,006
|
| |||
|
11/19/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
10,239
|
| |
90,000
|
| |||
|
Scot R. Salvador
|
| |
|
| |
90,000
|
| |
270,000
|
| |
360,000
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
|
|
11/19/2019
|
| |
|
| |
|
| |
|
| |
11,519
|
| |
15,359
|
| |
23,039
|
| |
|
| |
135,006
|
| |||
|
11/19/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
10,239
|
| |
90,000
|
| |||
|
Robert M. Leonard
|
| |
|
| |
75,000
|
| |
225,000
|
| |
300,000
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
|
|
11/19/2019
|
| |
|
| |
|
| |
|
| |
17,918
|
| |
23,891
|
| |
35,837
|
| |
|
| |
210,002
|
| |||
|
11/19/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
15,927
|
| |
139,998
|
| |||
|
Kevin M. Curley
|
| |
|
| |
41,250
|
| |
123,750
|
| |
165,000
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
|
|
11/19/2019
|
| |
|
| |
|
| |
|
| |
16,638
|
| |
22,184
|
| |
33,276
|
| |
|
| |
194,997
|
| |||
|
11/19/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
14,790
|
| |
130,004
|
|
(1)
|
The dates in this column represent the grant date for the equity incentive plan awards reported in this table (performance shares and restricted stock units).
|
(2)
|
The amounts in these columns indicate the total estimated possible payouts available under the 2019 Executive Officer Incentive Plan. Threshold refers to the minimum amount payable under the Executive Officer Incentive Plan assuming the minimum performance levels established under the plan are satisfied. Maximum refers to the maximum payout possible under the plan, and target refers to the amount payable if the specified performance targets under the plan are achieved. Please refer to the discussion below and to the Compensation Discussion and Analysis. The amounts actually earned by the named executive officers for 2019 are set forth in the Summary Compensation Table above in the “Non-Equity Incentive Plan Awards” column.
|
(3)
|
The amounts in these columns indicate the estimated future payouts available to the named executive officers with respect to awards of performance shares under the Equity Incentive Plan. Threshold refers to the minimum amount of performance shares for which payment may be made assuming the minimum performance levels established under the November 19, 2019 awards under the plan are satisfied. Maximum refers to the maximum payout possible under such awards. If the conditions to the awards are satisfied, settlement of the awards will be made only in cash. Please refer to the discussion below and to the Compensation Discussion and Analysis.
|
(4)
|
The amount reflected in this column assumed that all goals are met at the Threshold level. The amount paid would be reduced on a pro rata basis for each performance goal not met.
|
(5)
|
The amount reflected in this column represents 45% of base salary and assumes that Trustco Bank’s performance is better than the prior year on an absolute basis. If the performance was within the 50th and 59th percentile of the peer group but the year-over-year absolute performance of Trustco Bank was not better than the prior year, the target award payment would be reduced to 30%of base salary.
|
(6)
|
The period of restriction applicable to the awards of restricted stock units under this heading lapse in three equal vesting periods in November of 2020, 2021, and 2022, respectively. 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. Following lapse of the period of restriction, settlement of the awards will be made only in cash.
|
(7)
|
The amounts in these columns are the grant date fair value, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 “Compensation-Stock Compensation” (“FASB ASC 718”) for the stock awards (consisting of restricted stock units and performance shares) in 2019. The assumptions made in the valuation of the awards are described in note 9 to TrustCo’s consolidated financial statements for the years ended December 31, 2019 under the heading “Stock Based Compensation Plans-Equity Awards.” For financial reporting purposes, the estimated values of these grants are spread over future periods; however, for this table the total cost of the grants are reflected in the year of the grant. For purposes of calculating the grant date fair value of the performance shares set forth above, the Company assumed the achievement of the performance goal at the target level.
|
26
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
EXECUTIVE COMPENSATION
|
•
|
If TrustCo’s results under a performance measure were equal to 40th to 49th percentile of the peer group performance (provided performance is better than 2018 performance on an absolute basis) the bonus was to be 15% of base salary multiplied by the weighting factor of that performance measure.
|
•
|
For Target 1, If TrustCo’s results under a performance measure were equal to 50th to 59th percentile of the peer group median performance the bonus was to be 30% of base salary multiplied by the weighting factor of that performance measure.
|
•
|
For Target 2, If TrustCo’s results under a performance measure were equal to 50th to 59th percentile of the peer group median performance (provided performance is better than 2018 performance on an absolute basis) the bonus was to be 45% of base salary multiplied by the weighting factor of that performance measure.
|
•
|
If TrustCo’s results under a performance measure were 60th percentile or greater than that of the peer group median performance the bonus was to be 60% of base salary multiplied by the weighting factor of that performance measure.
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
27
|
|
|
EXECUTIVE COMPENSATION
|
|
Name
|
| |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||
|
Grant
Date(1) |
| |
Number of
Securities Underlying Unexercised Options Exercisable |
| |
Number of
Securities Underlying Unexercised Options Unexercisable |
| |
Option
Exercise Price |
| |
Option
Expiration Date(2) |
| |
Number of
Shares or Units of Stock That Have Not Vested |
| |
Market
Value of Shares or Units of Stock That Have Not Vested(3) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested |
| |
Equity
Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(3) |
| |||
|
|
| |
|
| |
(#)
|
| |
(#)
|
| |
($)
|
| |
|
| |
(#)
|
| |
($)
|
| |
(#)
|
| |
($)
|
|
|
Robert J. McCormick
|
| |
11/20/2012
|
| |
5,800
|
| |
—
|
| |
5.17
|
| |
11/20/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
11/19/2013
|
| |
79,000
|
| |
—
|
| |
7.05
|
| |
11/19/2023
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
11/18/2014
|
| |
50,000
|
| |
—
|
| |
7.22
|
| |
11/18/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
11/17/2015
|
| |
40,000
|
| |
10,000
|
| |
6.43
|
| |
11/17/2025
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
11/21/2017
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
6,667(4)
|
| |
57,803
|
| |
|
| |
|
| |||
|
11/21/2017
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
45,000(5)
|
| |
390,150
|
| |||
|
11/20/2018
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
17,407(6)
|
| |
150,919
|
| |
|
| |
|
| |||
|
11/20/2018
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
58,746(7)
|
| |
509,328
|
| |||
|
11/19/2019
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
32,992(8)
|
| |
286,041
|
| |
|
| |
|
| |||
|
11/19/2019
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
49,489(9)
|
| |
429,070
|
| |||
|
Michael M. Ozimek
|
| |
11/20/2012
|
| |
1,200
|
| |
—
|
| |
5.17
|
| |
11/20/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
11/19/2013
|
| |
5,500
|
| |
—
|
| |
7.05
|
| |
11/19/2023
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
11/18/2014
|
| |
3,750
|
| |
—
|
| |
7.22
|
| |
11/18/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
11/17/2015
|
| |
5,800
|
| |
1,450
|
| |
6.43
|
| |
11/17/2025
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
11/21/2017
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
933(4)
|
| |
8,089
|
| |
|
| |
|
| |||
|
11/21/2017
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
6,300(5)
|
| |
54,621
|
| |||
|
11/20/2018
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
2,611(6)
|
| |
22,637
|
| |
|
| |
|
| |||
|
11/20/2018
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
8,813(7)
|
| |
76,409
|
| |||
|
11/19/2019
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
10,239(8)
|
| |
88,772
|
| |
|
| |
|
| |||
|
11/19/2019
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
15,359(9)
|
| |
133,163
|
| |||
|
Scot R. Salvador
|
| |
11/20/2012
|
| |
17,441
|
| |
—
|
| |
5.17
|
| |
11/20/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
11/19/2013
|
| |
40,000
|
| |
—
|
| |
7.05
|
| |
11/19/2023
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
11/18/2014
|
| |
28,000
|
| |
—
|
| |
7.22
|
| |
11/18/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
11/17/2015
|
| |
22,400
|
| |
5,600
|
| |
6.43
|
| |
11/17/2025
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |||
|
11/21/2017
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
3,333(4)
|
| |
28,897
|
| |
|
| |
|
| |||
|
11/21/2017
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
22,500(5)
|
| |
195,075
|
| |||
|
11/20/2018
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
9,573(6)
|
| |
82,998
|
| |
|
| |
|
| |||
|
11/20/2018
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
32,310(7)
|
| |
280,128
|
| |||
|
11/19/2019
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
10,239(8)
|
| |
88,772
|
| |
|
| |
|
| |||
|
11/19/2019
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
15,359(9)
|
| |
133,163
|
| |||
|
Robert M. Leonard
|
| |
11/19/2013
|
| |
8,000
|
| |
—
|
| |
7.05
|
| |
11/19/2023
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
11/18/2014
|
| |
28,000
|
| |
—
|
| |
7.22
|
| |
11/18/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
11/17/2015
|
| |
22,400
|
| |
5,600
|
| |
6.43
|
| |
11/17/2025
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
11/21/2017
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
3,333(4)
|
| |
28,897
|
| |
|
| |
|
| |||
|
11/21/2017
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
22,500(5)
|
| |
195,075
|
| |||
|
11/20/2018
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
9,573(6)
|
| |
82,998
|
| |
|
| |
|
| |||
|
11/20/2018
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
32,310(7)
|
| |
280,128
|
| |||
|
11/19/2019
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
15,927(8)
|
| |
138,087
|
| |
|
| |
|
| |||
|
11/19/2019
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
23,891(9)
|
| |
207,135
|
| |||
|
Kevin M. Curley
|
| |
11/19/2013
|
| |
2,200
|
| |
—
|
| |
7.05
|
| |
11/19/2023
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
11/18/2014
|
| |
4,450
|
| |
—
|
| |
7.22
|
| |
11/18/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
11/17/2015
|
| |
5,800
|
| |
1,450
|
| |
6.43
|
| |
11/17/2025
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
11/21/2017
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
933(4)
|
| |
8,089
|
| |
|
| |
|
| |||
|
11/21/2017
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
6,300(5)
|
| |
54,621
|
| |||
|
11/20/2018
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
2,611(6)
|
| |
22,637
|
| |
|
| |
|
| |||
|
11/20/2018
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
8,813(7)
|
| |
76,409
|
| |||
|
11/19/2019
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
14,790(8)
|
| |
128,229
|
| |
|
| |
|
| |||
|
11/19/2019
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
22,184(9)
|
| |
192,335
|
|
(1)
|
Awards of options vest in equal increments on each of the first through fifth anniversaries of the date of the award and become fully vested on the fifth anniversary.
|
(2)
|
Stock options are exercisable for ten years from the date of grant.
|
28
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
EXECUTIVE COMPENSATION
|
(3)
|
Market value is based upon the $8.67 closing price on the NASDAQ Stock Market of TrustCo’s common stock on December 31, 2019.
|
(4)
|
Represents the unvested portion of the restricted stock units awarded on November 21, 2017, which will vest in full on November 21, 2020. As noted above, settlement of the units will be in cash.
|
(5)
|
Vesting and payment of the performance shares awarded on November 21, 2017 are subject to the achievement of certain performance goals. The number and value of such awards in the table above is based on the assumed achievement of the goals at the maximum level of achievement.
|
(6)
|
Represents the unvested portion of the restricted stock units awarded on November 20, 2018, which will vest in equal vesting portions in November 2020 and 2021. As noted above, settlement of the units will be in cash.
|
(7)
|
Vesting and payment of the performance shares awarded on November 20, 2018 are subject to the achievement of certain performance goals. The number and value of such awards in the table above is based on the assumed achievement of the goals at the maximum level of achievement.
|
(8)
|
Represents restricted stock units awarded on November 19, 2019, which will vest in three equal vesting periods in November of 2020, 2021, and 2022. As noted above, settlement of the units will be in cash.
|
(9)
|
Vesting and payment of the performance shares awarded on November 19, 2019, are subject to the achievement of certain performance goals as described in the Compensation Discussion and Analysis above under the heading “Performance Share Awards.” The number and value of such awards in the table above is based on the assumed achievement of the goals at the target level of achievement. If the performance measurement were at the maximum level, this amount would be 150% of the target level. If the performance goals are achieved, settlement of the awards will be in cash.
|
|
|
| |
Option Awards
|
| |
Stock Awards(2)
|
| ||||||
|
Name
|
| |
Number
of Shares Acquired on Exercise (#) |
| |
Value
Realized on Exercise ($)(1) |
| |
Number
of Shares Acquired on Vesting (#) |
| |
Value
Realized on Vesting ($) |
|
|
Robert J. McCormick
|
| |
11,600
|
| |
33,524
|
| |
69,995
|
| |
608,960
|
|
|
Michael M. Ozimek
|
| |
—
|
| |
—
|
| |
9,713
|
| |
84,509
|
|
|
Scot R. Salvador
|
| |
—
|
| |
—
|
| |
36,870
|
| |
320,779
|
|
|
Robert M. Leonard
|
| |
—
|
| |
—
|
| |
36,870
|
| |
320,779
|
|
|
Kevin M. Curley
|
| |
—
|
| |
—
|
| |
9,713
|
| |
84,509
|
|
(1)
|
Value realized on options exercised is based upon the difference between the closing stock price on the date the options are exercised and the exercise price of the option on the date it was granted. The below chart reflects the closing prices and option exercise prices for the various options exercised.
|
|
Name
|
| |
Closing Stock Price
|
| |
Option Exercise Price
|
|
|
Robert J. McCormick
|
| |
$8.06
|
| |
$5.17
|
|
(2)
|
The amounts under “Stock Awards” aggregates the share equivalents deemed acquired, and cash value realized, upon the vesting and settlement during 2019 of restricted stock units awarded in 2016, one-third of the restricted stock units awarded in 2017 and 2018, and the completion on December 31, 2019 of the three-year performance period applicable to the performance shares awarded in 2016. In January 2020, the Compensation Committee determined that the performance targets were achieved at the maximum level for the 2016 performance shares, and therefore the performance shares were paid at 125% of the target amount.
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
29
|
|
|
EXECUTIVE COMPENSATION
|
1.
|
December 31, 1988 accrued benefit; plus
|
2.
|
1.25% of his or her average annual compensation, multiplied by creditable service after December 31, 1988 up to thirty years; plus
|
3.
|
0.65% of his or her average annual compensation in excess of his or her covered compensation after December 31, 1988 multiplied by creditable service up to 35 years.
|
|
Name
|
| |
Plan Name
|
| |
Number
of Years Credited Service (#) |
| |
Present Value
of Accumulated Benefit(1) ($) |
| |
Payments
During Last Fiscal Year ($) |
|
|
Robert J. McCormick
|
| |
Retirement Plan of Trustco Bank
|
| |
11
|
| |
395,851
|
| |
—
|
|
|
Michael M. Ozimek
|
| |
Retirement Plan of Trustco Bank
|
| |
4
|
| |
30,953
|
| |
—
|
|
|
Scot R. Salvador
|
| |
Retirement Plan of Trustco Bank
|
| |
11
|
| |
287,268
|
| |
—
|
|
|
Robert M. Leonard
|
| |
Retirement Plan of Trustco Bank
|
| |
18
|
| |
239,518
|
| |
—
|
|
|
Kevin M. Curley
|
| |
Retirement Plan of Trustco Bank
|
| |
15
|
| |
248,932
|
| |
—
|
|
(1)
|
The Present Value of Accumulated Benefits was determined using the same assumptions used for financial reporting purposes under generally accepted accounting principles for 2019, with the retirement age being assumed to be the normal retirement age defined in the plan.
|
|
Age at Early
Retirement Date |
| |
Percent of
Regular Benefit |
| |
Percent of
Supplemental Benefit |
|
|
64
|
| |
96%
|
| |
93.33%
|
|
|
63
|
| |
92%
|
| |
86.67%
|
|
|
62
|
| |
88%
|
| |
80.00%
|
|
|
61
|
| |
84%
|
| |
73.33%
|
|
|
60
|
| |
80%
|
| |
66.67%
|
|
|
59
|
| |
76%
|
| |
63.33%
|
|
|
58
|
| |
72%
|
| |
60.00%
|
|
|
57
|
| |
68%
|
| |
56.67%
|
|
|
56
|
| |
64%
|
| |
53.33%
|
|
|
55
|
| |
60%
|
| |
50.00%
|
|
30
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
EXECUTIVE COMPENSATION
|
|
Name
|
| |
Executive
Contributions in Last Fiscal Year |
| |
Registrant
Contributions in Last Fiscal year |
| |
Aggregate
Earnings in Last Fiscal Year |
| |
Aggregate
Withdrawals/ Distributions |
| |
Aggregate
Balance at End of Last Fiscal Year |
|
|
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
|
|
Robert J. McCormick
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,584,836
|
|
|
Scot R. Salvador
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
722,574
|
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
31
|
|
|
EXECUTIVE COMPENSATION
|
•
|
subject to certain exceptions specified in the agreements, a change in the ownership of TrustCo or Trustco Bank occurs on the date that any one person, or more than one person acting as a group, acquires ownership of stock of TrustCo that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of TrustCo or Trustco Bank;
|
•
|
a change in the effective control occurs only on the date that either: (i) any one person or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of TrustCo or Trustco Bank possessing 30% or more of the total voting power of the stock of TrustCo or (ii) a majority of members of TrustCo’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of TrustCo’s board of directors prior to the date of the appointment or election; or
|
•
|
a change in the ownership of a substantial portion of TrustCo’s or Trustco Bank’s assets occurs on the date that any one person or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from TrustCo or Trustco Bank that have a total gross fair market value equal to or more than 40% of the total gross fair market value all of the assets of TrustCo immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of TrustCo, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
|
32
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
EXECUTIVE COMPENSATION
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
33
|
|
|
EXECUTIVE COMPENSATION
|
|
Name
|
| |
Termination
for “Good Cause”(1) |
| |
Resignation
by Officer Without Change in Control |
| |
Termination
by Company Without Good Cause and Without Change in Control(2)(6) |
| |
Retirement
Without Change in Control(3) |
| |
Disability(4)
|
| |
Death(5)
|
| |
Change in
Control or Termination in Connection With a Change in Control(10)(12) |
|
|
Robert J. McCormick
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Salary and Bonus(7)
|
| |
—
|
| |
—
|
| |
6,390,207
|
| |
292,500
|
| |
292,500
|
| |
892,500
|
| |
4,883,044
|
|
|
Health insurance and other perquisites
|
| |
—
|
| |
—
|
| |
1,569,161
|
| |
1,569,161
|
| |
1,569,161
|
| |
1,569,161
|
| |
1,619,161
|
|
|
Tax gross-up payment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,984,517
|
|
|
Pension Benefits(8)
|
| |
395,851
|
| |
395,851
|
| |
395,851
|
| |
395,851
|
| |
395,851
|
| |
395,851
|
| |
395,851
|
|
|
Supplemental Retirement Plan(9)
|
| |
—
|
| |
1,584,836
|
| |
1,584,836
|
| |
1,584,836
|
| |
1,584,836
|
| |
1,584,836
|
| |
1,584,836
|
|
|
Performance Bonus Plan
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Equity incentives(11)(12)
|
| |
—
|
| |
—
|
| |
—
|
| |
1,071,525
|
| |
1,566,287
|
| |
1,566,287
|
| |
2,035,889
|
|
|
Total
|
| |
395,851
|
| |
1,980,687
|
| |
9,940,055
|
| |
4,913,873
|
| |
5,408,635
|
| |
6,008,635
|
| |
14,503,297
|
|
|
Michael M. Ozimek
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Salary and Bonus(7)
|
| |
—
|
| |
—
|
| |
835,494
|
| |
108,000
|
| |
108,000
|
| |
708,000
|
| |
1,802,970
|
|
|
Health insurance and other perquisites
|
| |
—
|
| |
—
|
| |
1,391,137
|
| |
1,391,137
|
| |
1,391,137
|
| |
1,391,137
|
| |
1,441,137
|
|
|
Tax gross-up payment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Pension Benefits(8)
|
| |
30,953
|
| |
30,953
|
| |
30,953
|
| |
30,953
|
| |
30,953
|
| |
30,953
|
| |
30,953
|
|
|
Supplemental Retirement Plan(9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Performance Bonus Plan
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Equity incentives(11)(12)
|
| |
—
|
| |
—
|
| |
—
|
| |
138,937
|
| |
258,436
|
| |
258,436
|
| |
327,582
|
|
|
Total
|
| |
30,953
|
| |
30,953
|
| |
2,257,584
|
| |
1,669,027
|
| |
1,788,526
|
| |
2,388,526
|
| |
3,602,642
|
|
|
Kevin M. Curley
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Salary and Bonus(7)
|
| |
—
|
| |
—
|
| |
720,467
|
| |
82,500
|
| |
82,500
|
| |
632,500
|
| |
1,377,269
|
|
|
Health insurance and other perquisites
|
| |
—
|
| |
—
|
| |
1,160,179
|
| |
1,160,179
|
| |
1,160,179
|
| |
1,160,179
|
| |
1,210,179
|
|
|
Tax gross-up payment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Pension Benefits(8)
|
| |
248,932
|
| |
248,932
|
| |
248,932
|
| |
248,932
|
| |
248,932
|
| |
248,932
|
| |
248,932
|
|
|
Supplemental Retirement Plan(9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Performance Bonus Plan
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Equity incentives(11)(12)
|
| |
—
|
| |
—
|
| |
—
|
| |
130,406
|
| |
289,362
|
| |
289,362
|
| |
358,508
|
|
|
Total
|
| |
248,932
|
| |
248,932
|
| |
2,219,578
|
| |
1,622,017
|
| |
1,780,973
|
| |
2,330,973
|
| |
3,194,888
|
|
|
Scot R. Salvador
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Salary and Bonus(7)
|
| |
—
|
| |
—
|
| |
3,987,660
|
| |
180,000
|
| |
180,000
|
| |
780,000
|
| |
3,004,950
|
|
|
Health insurance and other perquisites
|
| |
—
|
| |
—
|
| |
1,894,462
|
| |
1,894,462
|
| |
1,894,462
|
| |
1,894,462
|
| |
1,944,462
|
|
|
Tax gross-up payment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,965,911
|
|
|
Pension Benefits(8)
|
| |
287,268
|
| |
287,268
|
| |
287,268
|
| |
287,268
|
| |
287,268
|
| |
287,268
|
| |
287,268
|
|
|
Supplemental Retirement Plan(9)
|
| |
—
|
| |
722,574
|
| |
722,574
|
| |
722,574
|
| |
722,574
|
| |
722,574
|
| |
722,574
|
|
|
Performance Bonus Plan
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Equity incentives(11)(12)
|
| |
—
|
| |
—
|
| |
—
|
| |
615,152
|
| |
815,819
|
| |
815,819
|
| |
1,067,596
|
|
|
Total
|
| |
287,268
|
| |
1,009,842
|
| |
6,891,964
|
| |
3,699,456
|
| |
3,900,123
|
| |
4,500,123
|
| |
9,992,761
|
|
|
Robert M. Leonard
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Salary and Bonus(7)
|
| |
—
|
| |
—
|
| |
1,416,856
|
| |
150,000
|
| |
150,000
|
| |
750,000
|
| |
2,504,125
|
|
|
Health insurance and other perquisites
|
| |
—
|
| |
—
|
| |
936,936
|
| |
936,936
|
| |
936,936
|
| |
936,936
|
| |
986,936
|
|
|
Tax gross-up payment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Pension Benefits(8)
|
| |
239,518
|
| |
239,518
|
| |
239,518
|
| |
239,518
|
| |
239,518
|
| |
239,518
|
| |
239,518
|
|
|
Supplemental Retirement Plan(9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Performance Bonus Plan
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
516,000
|
|
|
Equity incentives(11)(12)
|
| |
—
|
| |
—
|
| |
—
|
| |
502,268
|
| |
752,251
|
| |
752,251
|
| |
1,004,027
|
|
|
Total
|
| |
239,518
|
| |
239,518
|
| |
2,593,310
|
| |
1,828,722
|
| |
2,078,705
|
| |
2,678,705
|
| |
5,250,606
|
|
34
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
EXECUTIVE COMPENSATION
|
(1)
|
Under the employment agreements of Messrs. McCormick, Ozimek, Salvador, Leonard, and Curley, “good cause” means the commission of an act of fraud, embezzlement or theft constituting a felony against either of the Company or Trustco Bank as finally determined by a court of competent jurisdiction or an unequivocal admission by the officer.
|
(2)
|
The amounts in this column represent the aggregate value of the payments due under the remaining term of the employment agreements of Messrs. McCormick, Ozimek, Salvador, Leonard, and Curley, assuming no changes in the amount of base salary after termination and payments under the Executive Officer Incentive Plan and the additional amount payable in lieu of contributions to the Supplemental Retirement Plan. The employment agreements of Messrs. McCormick and Salvador renewed as of January 1, 2020 for a new term of three years each. The amounts presented in this column take into account the remaining three years of the term for each such agreement. The employment agreement of Messrs. Leonard, Ozimek, and Curley renew annually for a new term of one year. The amounts presented in this column take into account the term for such agreements.
|
(3)
|
“Retirement” means termination of employment at the earliest retirement date applicable to the named executive officer under the Trustco Bank retirement plan. As of December 31, 2019, Mr. McCormick and Mr. Leonard were both eligible for early retirement.
|
(4)
|
“Disability” means a mental or physical condition which (i) in the opinion of a physician mutually agreed upon by the boards of directors of the Company and Trustco Bank and the named executive officer, will prevent such officer from carrying out the material job responsibilities or duties to which the officer was assigned at the time the disability was incurred and (ii) is expected to last for an infinite duration or a duration of more than six months.
|
(5)
|
The Company provides a death benefit to all employees through a third-party insurance company under which it makes a payment, in the amount of two year’s salary of the deceased employee (but not more than $600,000), to the surviving spouse, if any, of the deceased employee.
|
(6)
|
Includes for the remaining term of the named executive officer’s employment agreement, annual salary, bonus payment under the Company’s 2019 Executive Officer Incentive Plan, and an amount equal to the incremental amount that would have been credited for the year to the executive’s supplemental account balance under the Trustco Bank and TrustCo Bank Corp NY Supplemental Retirement Plan 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 and had the officer participated in the plan.
|
(7)
|
Based on the terms of the 2019 Executive Officer Incentive Plan, the contingent portion of the award, if applicable, will be payable to the executive. Pay out as a result of disability or retirement without a change in control will be prorated. Pay out as a result of death will be as normal. For all other reasons, including a change in control, this portion of the plan will be forfeited.
|
(8)
|
The actuarial present value of the named executive officer’s accumulated benefit under Trustco Bank retirement plan, determined using the same assumptions used for financial reporting purposes under generally accepted accounting principles. Benefits under the plan will be paid in accordance with the terms of the plan, which do not provide for payment of benefits in a lump sum.
|
(9)
|
The amounts disclosed represent the aggregate balance as of December 31, 2019 for each of Messrs. McCormick and Salvador. Messrs. Leonard, Ozimek, and Curley do not participate in the supplemental retirement plan.
|
(10)
|
Because the issue price is greater than the closing stock price on December 31, 2019, Messrs. McCormick and Salvador would not receive a payout from their Performance Bonus Plan. Mr. Leonard would receive a payment under the Performance-Based Stock Appreciation Unit Agreement as the closing value on December 31, 2019 ($8.67) was higher than his grant price ($6.95).
|
(11)
|
The amounts disclosed in the columns headed “Retirement without Change in Control,” “Disability,” and “Death” represent the amount payable to the named executive officer upon such events under the applicable equity incentive plan. The amounts presented assume satisfaction of the performance targets at the targeted levels for 2017, 2018 and 2019.
|
(12)
|
The amounts disclosed in the column headed “Termination and Change in Control” represent the payment to the named executive officer upon the accelerated vesting (or, as appropriate, lapse of restrictions) of awards under TrustCo’s equity incentive plans if a change in control occurred, and such officer were terminated, on December 31, 2019, and assumes the resulting amount is paid in cash.
|
•
|
The median of the annual total compensation of all employees of our company (other than Mr. McCormick) was $32,842; and
|
•
|
The annual total compensation of Mr. McCormick, our President and CEO was $3,036,181.
|
•
|
We identified our employee population on December 31, 2019, including all full-time, part-time, temporary, and seasonal employees employed on that date. This date was selected because it aligned with the calendar and fiscal year-end and allowed us to identify employees in a reasonably efficient manner
|
•
|
To find the median of the annual total compensation of all our employees (other than our CEO), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2019. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on December 31, 2019, but did not work for us the entire year. TrustCo maintains an extensive branch network staffed by both full-time and part-time employees. No full-time equivalent adjustments were made for part-time employees
|
•
|
We identified our median employee using this compensation measure and methodology, which was consistently applied to all employees who were included in the calculation
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
35
|
|
|
EXECUTIVE COMPENSATION
|
•
|
After identifying the median employee, we added together all of the elements of such employee’s compensation for 2019 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, Total compensation was then annualized based on this employee’s date of hire in 2019, resulting in annual total compensation of $32,842.
|
•
|
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2019 Summary Compensation Table.
|
|
Name
|
| |
Fees
Earned or Paid in Cash(1) |
| |
Stock
Awards(2) |
| |
All Other
Compensation |
| |
Total
|
|
|
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |||
|
Dennis A. DeGennaro
|
| |
121,500
|
| |
20,006
|
| |
—
|
| |
141,506
|
|
|
Brian C. Flynn
|
| |
121,500
|
| |
20,006
|
| |
—
|
| |
141,506
|
|
|
Lisa M. Lucarelli
|
| |
121,500
|
| |
20,006
|
| |
—
|
| |
141,506
|
|
|
Thomas O. Maggs
|
| |
121,500
|
| |
20,006
|
| |
—
|
| |
141,506
|
|
|
Anthony J. Marinello, M.D., Ph.D.
|
| |
121,500
|
| |
20,006
|
| |
—
|
| |
141,506
|
|
|
William D. Powers
|
| |
101,500
|
| |
20,006
|
| |
—
|
| |
121,506
|
|
(1)
|
In October 2016, the board instituted a stipend to compensate currently-serving board members for the time they spend traveling out of town for training and outreach with regulators in the amount of $1,500 for the first day of travel on a single trip and $1,000 for each additional day of travel on the same trip. In 2017, the board, upon the recommendation of the Compensation Committee, voted to make all directors eligible for the stipend. During 2019, each director received additional compensation in the form of one days’ worth of a travel stipend.
|
(2)
|
The stock awards column represents the aggregate grant date fair value of restricted stock units granting during the fiscal year, calculated in accordance with FASB ASC 718. For each director, the number of units granted was determined by the Compensation Committee. The assumptions made in the valuation of the awards are described in Note 9 to TrustCo’s consolidated financial statements for the year ended December 31, 2019 under the heading “Stock Based Compensation Plans-Equity Awards.” As of December 31, 2019: Messrs. DeGennaro, Flynn, Maggs, Marinello, and Powers had 4,106 unvested restricted stock units, and Ms. Lucarelli had 3,606 unvested restricted stock units.
|
|
Dennis A. DeGennaro
|
| |
2,000
|
|
|
Thomas O. Maggs
|
| |
2,000
|
|
|
Anthony J. Marinello, M.D., Ph.D.
|
| |
2,000
|
|
36
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
EXECUTIVE COMPENSATION
|
|
Name
|
| |
Grant Year
|
| |
Shares Vested (#)
|
| |
Vesting Price
|
| |
Value of Shares
Vested ($) |
|
|
Dennis A. De Gennaro
|
| |
2016
|
| |
1,500
|
| |
$8.73
|
| |
$13,095
|
|
|
2017
|
| |
500
|
| |
$8.71
|
| |
$4,355
|
| |||
|
2018
|
| |
670
|
| |
$8.75
|
| |
$5,863
|
| |||
|
Thomas O. Maggs
|
| |
2016
|
| |
1,500
|
| |
$8.73
|
| |
$13,095
|
|
|
2017
|
| |
500
|
| |
$8.71
|
| |
$4,355
|
| |||
|
2018
|
| |
670
|
| |
$8.75
|
| |
$5,863
|
| |||
|
Dr. Anthony J. Marinello
|
| |
2016
|
| |
1,500
|
| |
$8.73
|
| |
$13,095
|
|
|
2017
|
| |
500
|
| |
$8.71
|
| |
$4,355
|
| |||
|
2018
|
| |
670
|
| |
$8.75
|
| |
$5,863
|
| |||
|
Lisa M. Lucarelli
|
| |
2018
|
| |
670
|
| |
$8.75
|
| |
$5,863
|
|
|
William D. Powers
|
| |
2016
|
| |
1,500
|
| |
$8.73
|
| |
$13,095
|
|
|
2017
|
| |
500
|
| |
$8.71
|
| |
$4,355
|
| |||
|
2018
|
| |
670
|
| |
$8.75
|
| |
$5,863
|
| |||
|
Brian C. Flynn
|
| |
2016
|
| |
1,500
|
| |
$8.73
|
| |
$13,095
|
|
|
2017
|
| |
500
|
| |
$8.71
|
| |
$4,355
|
| |||
|
2018
|
| |
670
|
| |
$8.75
|
| |
$5,863
|
|
|
Name and Address
|
| |
Amount
|
| |
Percent
|
|
|
BlackRock, Inc.
55 East 52nd Street New York, NY 10055 |
| |
14,270,907(1)
|
| |
14.72%
|
|
|
The Vanguard Group
100 Vanguard Blvd. Malvern, PA 19355 |
| |
6,647,039(2)
|
| |
6.86%
|
|
|
Dimensional Fund Advisors LP
Building One 6300 Bee Cave Road Austin, TX 78746 |
| |
5,800,957(3)
|
| |
5.99%
|
|
(1)
|
Based solely upon an Amendment to Schedule 13G filed with the SEC by the listed person on February 4, 2020. According to the Schedule 13G, BlackRock, Inc. filed the Schedule 13G amendment as the parent holding company or control person of BlackRock (Netherlands) B.V., BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd and BlackRock Investment Management, LLC with BlackRock Fund Advisors beneficially owning 5% or greater of the outstanding shares of TrustCo common stock.
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
37
|
|
|
EXECUTIVE COMPENSATION
|
(2)
|
Based solely upon an Amendment to Schedule 13G filed with the SEC by the listed person on February 12, 2020. According to the Schedule 13G, the reported beneficial ownership includes shares beneficially owned by Vanguard Fiduciary Trust Company and Vanguard Investments, Australia, Ltd.
|
(3)
|
Based solely upon an Amendment to Schedule 13G filed with the SEC by the listed person on February 12, 2020. According to the Schedule 13G, Dimensional Fund Advisors LP furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts, and separate accounts (collectively, the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported above are owned by the Funds. Dimensional disclaims beneficial ownership of such securities
|
|
Name
|
| |
Amount
|
| |
Percent(2)
|
|
|
Dennis A. DeGennaro(1)(3)
|
| |
116,367
|
| |
*
|
|
|
Brian C. Flynn(1)(4)
|
| |
11,008
|
| |
*
|
|
|
Lisa M. Lucarelli(1)(5)
|
| |
3,377
|
| |
*
|
|
|
Thomas O. Maggs(1)(6)
|
| |
77,407
|
| |
*
|
|
|
Robert J. McCormick(1)(7)
|
| |
1,592,775
|
| |
1.64%
|
|
|
Anthony J. Marinello(1)(8)
|
| |
104,476
|
| |
*
|
|
|
William D. Powers (1) (9)
|
| |
22,400
|
| |
*
|
|
|
Kevin M. Curley(10)
|
| |
110,557
|
| |
|
|
|
Michael Hall(11)
|
| |
9,251
|
| |
*
|
|
|
Robert M. Leonard(12)
|
| |
139,497
|
| |
*
|
|
|
Michael M. Ozimek(13)
|
| |
32,516
|
| |
*
|
|
|
Scot R. Salvador(14)
|
| |
290,802
|
| |
*
|
|
|
All current executive officers and directors as a group (13 persons)(15)
|
| |
2,607,070
|
| |
2.69%
|
|
(1)
|
Directors of TrustCo Bank Corp NY are also directors of Trustco Bank.
|
(2)
|
Based on 96,921,658 shares issued and outstanding as of December 31, 2019. Beneficial ownership of less than 1% is denoted by an asterisk.
|
(3)
|
Voting or investment power shared by Mr. DeGennaro’s spouse or other immediate family members as to 114,367 shares. Also includes currently exercisable options to acquire 2,000 shares.
|
(4)
|
Voting or investment power held by Mr. Flynn and his spouse or other immediate family members as to 11,008 shares.
|
(5)
|
Voting or investment power for Ms. Lucarelli as to 3,377 shares.
|
(6)
|
Voting or investment power held by Mr. Maggs and his spouse or immediate family members as to 75,407 shares. Also includes currently exercisable options to acquire 2,000 shares.
|
(7)
|
Includes for Mr. McCormick 964,408 shares owned directly and 443,567 shares that are held indirectly by Mr. McCormick or his family. Also includes currently exercisable options to acquire 184,800 shares.
|
(8)
|
Voting or investment power held by Dr. Marinello and his spouse or other immediate family members as to 102,476 shares. Also includes currently exercisable options to acquire 2,000 shares.
|
(9)
|
Voting or investment power held by Mr. Powers and others as to 22,400 shares.
|
(10)
|
Voting or investment power held by Mr. Curley and his spouse or other immediate family members as to 96,657 shares. Also includes currently exercisable options to acquire 13,900 shares.
|
(11)
|
Includes for Mr. Hall currently exercisable options to acquire 2,250 shares.
|
(12)
|
Voting or investment power held by Mr. Leonard and his spouse or other immediate family members as to 75,497 shares. Also includes currently exercisable options to acquire 64,000 shares.
|
(13)
|
Includes for Mr. Ozimek currently exercisable options to acquire 17,700 shares.
|
(14)
|
Includes for Mr. Salvador currently exercisable options to acquire 113,441 shares.
|
(15)
|
Total shares listed include all individuals previously listed within this chart as well as the 96,637 shares, which includes 2,900 shares of currently exercisable options, beneficially owned by Eric W. Schreck.
|
38
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
OTHER INFORMATION
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
39
|
|
|
SHAREHOLDER PROPOSALS
|
40
|
| |
TrustCo Bank Corp NY 2020 Proxy Statement
|
|
|
TRUSTCO SHAREHOLDERS
|
TrustCo Bank Corp NY 2020 Proxy Statement
|
| |
41
|
|