TrustCo Bank NY (TRST) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 19, 2026, with voting available online or in person.

• Shareholders are asked to vote on director elections, an equity plan amendment, executive compensation, and auditor ratification.

Voting matters and shareholder proposals

• Election of nine director nominees for one-year terms expiring at the 2027 annual meeting.

• Proposal to amend the 2019 Equity Incentive Plan to increase the number of shares available for issuance.

• Advisory vote on executive compensation (say-on-pay) included.

• Ratification of Crowe LLP as independent auditor for the fiscal year ending December 31, 2026.

Board of directors and corporate governance

• Board recommends voting for all nominated directors and all proposals.

• Nominees include Steffani Cotugno, Brian C. Flynn, Lisa M. Lucarelli, Thomas O. Maggs, Anthony J. Marinello, Robert J. McCormick, Curtis N. Powell, Kimberly A. Russell, and Frank B. Silverman.