TrustCo Bank NY (TRST) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2025, at 10:30 AM ET in Albany, NY, with record date set as March 24, 2025.

• Shareholders will vote on director elections, executive compensation (say-on-pay), and auditor ratification.

• Proxy materials and annual report are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Proposal 1: Election of nine directors for one-year terms, with majority voting and director resignation policy in place.

• Proposal 2: Advisory (non-binding) vote on executive compensation, with majority support required.

• Proposal 3: Ratification of Crowe LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; annual elections and lead independent director structure.

• Board diversity includes 33% women and 11% Black or African American representation.

• Committees include Audit, Compensation, Compliance, Fiduciary, Nominating and Corporate Governance, and Risk, all chaired by independent directors.

• Annual board and committee evaluations, ongoing director training, and robust stock ownership guidelines.