🧾 What This Document Is

This is a proxy statement for TrustCo Bank Corp NY's 2026 Annual Meeting. A proxy statement is a formal document that a public company sends to its shareholders before an annual meeting. It explains what issues will be voted on and provides detailed information to help shareholders make informed decisions. Think of it as the company's official agenda and briefing packet for its owners.

🏢 What The Company Does

👉 In simple terms, TrustCo is a traditional, community-focused bank. It operates primarily in the northeastern United States (especially New York) and Florida, offering standard banking services like checking/savings accounts, mortgages, and commercial loans. It emphasizes its local roots and long history.

📅 The Annual Meeting Details

Shareholders will meet on Tuesday, May 19, 2026, at 10:30 AM Eastern Time at the Trustco Bank Loan Center in Albany, New York. If you owned TrustCo stock (ticker: TRST) by the March 23, 2026 record date, you're entitled to vote.

Why it matters: This is your annual chance as a shareholder to vote on key company decisions and hear management's plans.

🗳️ Proposals You're Voting On

There are four main items for your vote this year:

Elect Directors: Vote to approve all 9 proposed board members, including the CEO. They serve one-year terms.
Increase Stock Plan: Approve adding 500,000 more shares to the employee stock compensation pool.
Executive Pay ("Say on Pay"): A non-binding vote to approve the compensation packages for top executives.
Ratify Auditors: Re-appoint the accounting firm Crowe LLP to audit the company's financials for 2026.

👉 Board Recommendation: The company's board of directors recommends shareholders vote "FOR" on all four proposals.

💰 2025 Business Highlights

The company had a strong financial year in 2025, which it highlights to support its decisions and leadership:

Net Income: $61.1 million (up 25.2% from 2024).
Earnings Per Share (EPS): $3.25 (up 26.5%).
Stock Performance: Shareholders saw a 29% return on their investment for the year. The company also paid a $1.52 annual dividend (a 5.6% increase).
Share Buybacks: Repurchased 1 million shares (5.3% of outstanding stock) and authorized a new plan to buy back 2 million more shares.

👥 Board of Directors Snapshot

The board has 9 members. Only one, Robert J. McCormick, is not independent. He is also the President & CEO. The board includes a Lead Independent Director, Lisa M. Lucarelli, to provide independent oversight. Key qualifications among the directors include banking, accounting, real estate, healthcare, and retail experience.

📊 Governance & Engagement

TrustCo emphasizes its strong governance practices:

Annual Elections: All directors stand for re-election every year.
Majority Voting: Directors must receive more "for" votes than "against" votes to be elected.
Robust Committees: Key committees (Audit, Compensation, Nominating, Risk) are chaired by independent directors.
Shareholder Outreach: The company states it reached out to investors representing 61% of shares in 2025/2026 and had discussions with those representing 35%. Feedback on the executive pay program was positive.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:
- Strong recent financial performance and stock returns.
- Conservative lending practices with very low loan defaults (0.39% nonperforming loans).
- Commitment to shareholder returns via dividends and buybacks.
- Established governance structure with majority-independent board.
⚠️ Risks:
- Like all banks, it faces risks from interest rate changes, credit quality, and competition.
- It operates heavily in specific regions (NY, FL), so local economic health is crucial.
- Cybersecurity is highlighted as a major operational risk it must constantly manage.

🔮 What's Next

The key "next step" is the upcoming Annual Meeting on May 19, 2026, where the outcomes of the four proposals will shape the company's immediate future—specifically its leadership, employee compensation tools, and auditor relationship.

🧠 The Analogy

Think of this proxy statement as a homeowner's association (HOA) annual meeting packet. It tells you when and where the meeting is (the Annual Meeting), lists what you'll vote on (like electing the board and approving the budget), and provides a report on how well the property was managed over the past year (the financial results and highlights). Your shares are your vote in the HOA.

📇 Key Contacts & People

Corporate Secretary: Michael Hall
Address: 5 Sarnowski Drive, Glenville, NY 12302
For Meeting Materials:
- Online: www.proxyvote.com
- Phone: 1-800-579-1639
- Email: [email protected]
Key Executive: Robert J. McCormick (Chairman, President, CEO)

🧩 Final Takeaway

TrustCo Bank is asking its shareholders to approve its board slate, expand its employee stock plan, endorse its executive pay, and rehire its auditor. This comes after a profitable year where the company returned cash to shareholders through dividends and buybacks. Your vote as a shareholder will decide these key governance items.

TRUSTCO BANK CORP N Y — DEF 14A Filing