addition, the Compensation Committee is responsible for annually reviewing board
compensation and making appropriate recommendations for changes thereto. The Compensation Committee may, in its discretion and subject to the requirements of applicable law, delegate all or a portion of its duties and responsibilities to a
subcommittee of the committee. Please refer to the discussion under “Executive Compensation” for a more detailed description of the Compensation Committee’s activities relative to the named executive officers.
The Board Compliance Committee held 12 meetings in 2022. The directors currently serving
on the Board Compliance Committee are Dr. Anthony J. Marinello (Chair), Dennis A. DeGennaro, Brian C. Flynn, Lisa M. Lucarelli, Thomas O. Maggs, Curtis N. Powell, Kimberly A. Russell, Alejandro M, Sanchez, and Frank B. Silverman. The functions
of the Compliance Committee are to provide assistance to the board in fulfilling its oversight responsibility relating to compliance with legal and regulatory requirements and Trustco Bank’s policies, including overseeing Trustco Bank’s
communications with the federal banking agencies and other governmental authorities with jurisdiction over TrustCo and Trustco Bank.
The Fiduciary Committee held 3 meetings in 2022. The directors currently serving on the
Fiduciary Committee are Robert J. McCormick (Chair), Dennis A. DeGennaro, Brian C. Flynn, Lisa M. Lucarelli, Thomas O. Maggs, Dr. Anthony J. Marinello, Curtis N. Powell, Kimberly A. Russell, Alejandro M. Sanchez, and Frank B. Silverman. The
functions of the Fiduciary Committee are to assist the board of directors in fulfilling its responsibilities with respect to the Trustco Bank Financial Service Department regarding fiduciary, agency, and custodial activities; to oversee the
Financial Services Department in providing estate administration, trust administration, investment management services, and custodial services; to advise the board of directors with respect to the adoption of appropriate policies to be observed
in offering such services; to oversee and enforcing sound risk management practices; and to report to the board of directors on the activity of the Financial Services Department in the conduct of its business.
The Risk Committee held 7 meetings in 2022. The directors currently serving on the Risk
Committee are Dr. Anthony J. Marinello (Chair), Dennis A. DeGennaro, Brian C. Flynn, Lisa M. Lucarelli, Thomas O. Maggs, Robert J. McCormick, Curtis N. Powell, Kimberly A. Russell, Alejandro M. Sanchez, and Frank B. Silverman. The functions of
the Risk Committee are to oversee the Company’s enterprise risk management program and to ensure that risk is appropriately identified, measured, treated, monitored, and reported within the governance structure approved by the board.
Compensation Committee Interlocks and Insider Participation.
No member of the Compensation Committee: (1) was an officer or employee of TrustCo or
Trustco Bank; (2) was formerly an officer of TrustCo or Trustco Bank; or (3) had any relationship requiring disclosure by TrustCo under the SEC rules governing disclosure of related person transactions, except as otherwise reported. No
executive officer of TrustCo served as a director or member of a compensation committee of another entity, one of whose executive officers served as a member of TrustCo’s board of directors or Compensation Committee.
Board Leadership Structure and Role in Risk Oversight
Upon the recommendation of the Nominating and Corporate Governance Committee, Mr. DeGennaro
was re-elected as Lead Independent Director effective April 1, 2023 to serve a term ending upon the earlier of March 31, 2024 or the date the board elects a successor. Robert J. McCormick, TrustCo’s president and chief executive officer,
continues to serve as the chairman of the board.
The board of directors believes that it is more effective and efficient in the management
of TrustCo and Trustco Bank and in the overall oversight of TrustCo’s operations to combine the roles of chairman and chief executive officer. TrustCo’s Audit, Compensation, Board Compliance, Nominating and Corporate Governance, and Risk
Committees are all chaired by independent directors. Mr. DeGennaro, our Lead Independent Director, has been a member of the board of TrustCo and Trustco Bank since 2009. Under our Corporate Governance Guidelines, the Lead Independent Director
will:
|
•
|
Chair the meetings of the independent directors of the board,
|
|
•
|
Work with the chairman and CEO to develop the board and committee agendas,
|
|
•
|
Develop the agendas for and chair executive sessions of the board’s independent directors, and
|
|
•
|
In consultation with the Nominating and Corporate Governance Committee, review and report on the results of the board’s and
committees’ performance self-evaluations.
|
Risk is inherent in the operation of every financial institution, and management of risk is
a key part of the institution’s success. Risks faced by TrustCo and Trustco Bank include information security risk, credit risk, interest rate risk, price risk, liquidity risk, operational risk, compliance risk, strategic risk, and reputational
risk. TrustCo management is responsible for the day-to-day management of the
