TrustCo Bank NY (TRST) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 19, 2026, with shareholders voting on director elections, an amendment to the equity incentive plan, a say-on-pay advisory vote, and auditor ratification.

• Shareholders of record as of March 23, 2026, are eligible to vote via internet, phone, or mail, and materials are available online.

• 2025 saw strong financial performance: net income rose 25.2% to $61.1 million, EPS increased 26.5% to $3.25, and total shareholder return was 29%.

• The company increased its dividend by 5.6% and completed a 1-million share buyback, with a new 2-million share repurchase program authorized for 2026.

Voting matters and shareholder proposals

• Proposal 1: Election of nine directors for one-year terms, all recommended by the board.

• Proposal 2: Amendment to the 2019 Equity Incentive Plan to increase shares available for issuance by 500,000, supporting long-term compensation and retention.

• Proposal 3: Advisory vote on executive compensation (say-on-pay), with the board recommending approval.

• Proposal 4: Ratification of Crowe LLP as independent auditor for 2026.

Board of directors and corporate governance

• The board is not classified; all directors are elected annually by majority vote.

• Eight of nine directors are independent; the board has a lead independent director and robust governance practices, including a director resignation policy.

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

• The board emphasizes diversity, with three women and one Black or African American nominee.