TrustCo Bank NY (TRST) Proxy Filing summary

Executive summary

• Feedback statement addresses recommendations from Glass Lewis on director election and executive compensation.

• Disagreement expressed with Glass Lewis's recommendation against the advisory vote on executive compensation and the election of a director.

• Company highlights strong historical shareholder support for both the compensation program and the director in question.

Voting matters and shareholder proposals

• Advisory vote on executive compensation is a key item, with Glass Lewis recommending against it due to perceived pay-performance disconnect.

• Election of Frank B. Silverman as director is contested by Glass Lewis, but the board affirms his independence and notes strong prior shareholder support.

Board of directors and corporate governance

• Board conducted a thorough analysis and concluded that Frank B. Silverman meets Nasdaq independence standards.

• Silverman received 90.74% affirmative votes at the 2024 annual meeting.