THE ANNUAL MEETING

A description of the items to be considered at the Annual Meeting, as well as other information concerning TrustCo and the meeting, is set forth below.

Proposal 1 - Election of Directors

The first item to be acted upon at the Annual Meeting is the election of two directors to serve on the TrustCo board of directors. The nominees for election as directors for three-year terms expiring at TrustCo’s 20172020 Annual Meeting are Dr. Anthony J. Marinello M.D., Ph.D., and William D. Powers. Each of the nominees is an incumbent director, and each nominee was approved by the Nominating and Corporate Governance Committee of TrustCo’s board of directors.directors, as well as by the full board of directors of TrustCo.

TrustCo’s Certificate of Incorporation provides that TrustCo’s board of directors will consist of not less than five nor more than fifteen members, with, under TrustCo’s Bylaws, the total number of directors to be fixed by resolution of the board or the shareholders. Currently, the numberboard of directorseach of TrustCo and Trustco Bank is fixed at eight. TrustCo’s Certificate of Incorporation and Bylaws require TrustCo’s board to be divided into three classes, as nearly equal in number as possible, with one class to be elected each year for a term of three years.seven members.

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The pages that follow set forth information regarding TrustCo’s nominees, as well as information regarding the remaining members of TrustCo’s board. Proxies will be voted in accordance with the specific instructions contained in the proxy card; properly executed proxies that do not contain voting instructions will be voted “For”“FOR” the election of TrustCo’s nominees. If any such nominee becomes unavailable to serve, the shares represented by all valid proxies will be voted for the election of such other person as TrustCo’s board may recommend. Each of TrustCo’s nominees has consented to being named in this proxy statement and to serve if elected. The board of directors has no reason to believe that any nominee will decline or be unable to serve if elected.

Information with regard to the business experience of each director and nominee and the ownership of common stock on December 31, 20132016 has been furnished by each director and nominee or has been obtained from TrustCo’s records. TrustCo’s common stock is the only class of its equity securities outstanding.

INFORMATION ON TRUSTCO DIRECTORS AND NOMINEES

NOMINEES FOR ELECTION AS TRUSTCO DIRECTORS⁽¹⁾ FOR

THREE-YEAR TERMS TO EXPIRE IN 20172020

See footnotes on page 7.

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OTHER TRUSTCO DIRECTORS⁽¹⁾

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See footnotes on page 7.

INFORMATION ON TRUSTCO EXECUTIVE OFFICERS

See Footnotes on Page 6

See footnotes on page 7.OTHER TRUSTCO DIRECTORS⁽¹⁾(continued)

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INFORMATION ON TRUSTCO EXECUTIVE OFFICERS

See Footnotes on Page 6

INFORMATION ON TRUSTCO EXECUTIVE OFFICERS (continued)

TRUSTCO DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS AS A GROUP (14(13 INDIVIDUALS) BENEFICIALLY OWN 6,104,8444,519,381 SHARES OF COMMON STOCK, WHICH REPRESENTS 6.33%4.56% OF THE OUTSTANDING SHARES.

See footnotes on page 7.

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Footnotes:

Board Meetings and Committees

TrustCo’s full board held eighttwelve meetings during 2013.2016. All of the directors, except for Robert A. McCormick and Robert J. McCormick, would be considered to be “independent directors” under the listing qualifications rules for companies such as TrustCo, whose shares are traded on The NASDAQ Stock Market. TrustCo’s independent directors met in executive session twice during 2013.2016. All directors fully attended all eight board meetings (except one board member was absent and allexcused from one meeting), and the independent directors fully attended both executive session meetings during 2013.2016.

TrustCo maintains an Audit Committee, a Compensation Committee, a Board Compliance Committee, a Fiduciary Committee, a Nominating and Corporate Governance Committee, an Audit Committee, and a CompensationRisk Committee. The charterscharter of each of the committees may be found on TrustCo’s website (www.trustcobank.com) under the “Investor Relations” tab.

The Nominating and Corporate Governance Committee held four meetings in 2013.2016. The directors currently serving on the Nominating and Corporate Governance Committee are Joseph A. LucarelliDr. Anthony J. Marinello (Chairman), Dennis A. De Gennaro, Brian C. Flynn, Thomas O. Maggs, Dr. Anthony J. Marinello, William D. Powers, and William J. Purdy. All members fully attended all four meetings during 2013. The function of the Nominating and Corporate Governance Committee is to assist the board by recommending and reviewing individuals for consideration as directors and develop and annually review governance guidelines applicable to the Company.

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TrustCo’s Audit Committee held fourtwelve meetings in 2013.2016. The directors currently serving on the Audit Committee are William D. Powers (Chairman), Dennis A. De Gennaro, Joseph A. Lucarelli,Brian C. Flynn, Thomas O. Maggs, Dr. Anthony J. Marinello, Thomas O. Maggs, and William J. Purdy. All members fully attended all four meetings during 2013. The purpose of the Audit Committee is to oversee the Company’s accounting and financial reporting processes and audits of the Company’s financial statements; the committee’s functions also include the review of TrustCo’s and Trustco Bank’s internal audit procedures and the review of the adequacy of internal accounting controls for TrustCo and Trustco Bank. In addition, the Audit Committee annually recommends the use of external audit firms by TrustCo and Trustco Bank in the coming year, after reviewing performance of the existing vendors and available audit resources. Please refer to the discussion under “Audit Committee” for a more detailed description of the Audit Committee’s activities.

TrustCo’s Compensation Committee held sevenfive meetings in 2013.2016. The directors currently serving on the Compensation Committee are Joseph A. LucarelliThomas O. Maggs (Chairman), Dennis A. De Gennaro, Thomas O. Maggs,Brian C. Flynn, Dr. Anthony J. Marinello, William D. Powers, and William J. Purdy. All members fully attended all seven meetings during 2013. The function of the Compensation Committee is to determinegenerally oversee the employee compensation and benefit policies, plans and programs of TrustCo and Trustco Bank, including the establishment, annual review and approval of the compensation of the executive officersofficers. In addition, the Compensation Committee is responsible for annually reviewing board compensation and to review general compensation practices of TrustCo and Trustco Bank.making appropriate recommendations for changes thereto. Please refer to the discussion under “Executive Compensation” for a more detailed description of the Compensation Committee’s activities.activities relative to the named executive officers.

The board of directors of Trustco Bank created the Board Compliance Committee in June 2015, and the committee held twelve meetings in 2016. The directors currently serving on the Board Compliance Committee are William D. Powers (Chairman), Dennis A. De Gennaro, Brian C. Flynn, Thomas O. Maggs, Dr. Anthony J. Marinello, and William J. Purdy. The function of the Compliance Committee is 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 and responses to and cooperation with the Office of the Comptroller of Currency (“OCC”) and other governmental authorities with jurisdiction over TrustCo or Trustco Bank, and any agreements, orders or directives with respect to such authorities, including the July 21, 2015 agreement between Trustco Bank and the OCC.

The board of directors of TrustCo created the Fiduciary Committee in October 2016, and the committee held one meeting in 2016. The directors currently serving on the Fiduciary Committee are Robert J. McCormick (Chairman), Dennis A. De Gennaro, Brian C. Flynn, Thomas O. Maggs, Dr. Anthony J. Marinello, William D. Powers, and William J. Purdy. The function of the Fiduciary Committee is 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; oversee the Financial Services Department in providing estate administration, trust administration, investment management services, and custodial services; advise the board of directors with respect to the adoption of appropriate policies to be observed in offering such services; oversee and enforce sound risk management practices calculated to minimize risk and loss to Trustco Bank and its customers; and report to the board of directors on the activity of the Financial Services Department in the conduct of its business.

The board of directors of TrustCo created the Risk Committee in February 2016, and the committee held three meetings in 2016. The directors currently serving on the Risk Committee are William J. Purdy (Chairman), Dennis A. De Gennaro, Brian C. Flynn, Thomas O. Maggs, Dr. Anthony J. Marinello, and William D. Powers. The function of the Risk Committee is 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.

Each member of the committees described above attended all meetings of each such committee during 2016 (except that one member was absent and excused from the December meetings). Mr. Flynn joined the board in February 2016 and did not attend the January meetings.

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’s rules governing disclosure of related party transactions. 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

Board Leadership.The position of TrustCo’s chairman of the board and the office of its president and chief executive officer are held by different persons. The chairman of the board, JosephDennis A. LucarelliDe Gennaro, is an independent director who has been a member of the board since 1999.2009. Mr. LucarelliDe Gennaro became chairman in January 2014. The policy2016 to serve a term ending upon the earlier of TrustCo’s board of directors is thatDecember 31, 2018 or the positions of chief executive officer and chairman ofdate the board should be separated and that the position of chairman of the board should rotate among TrustCo’s independent directors on an annual basis.elects a successor chairman. Mr. LucarelliDe Gennaro is a member of the Nominating and Corporate Governance Committee, the Audit Committee, the Compensation Committee, the Board Compliance Committee, the Fiduciary Committee, and the CompensationRisk Committee. Under TrustCo’s Corporate Governance Guidelines, the positions of chief executive officer and chairman of the board are separate and the members of the board elect a chairman as they deem appropriate from time to time from among TrustCo’s independent directors. Also under the guidelines, in order to better ensure that the chairman of the board will have the opportunity to carry out the planning and direction duties associated with the chairman’s position, the chairman is to be elected to a term to expire three years from its start date or on such earlier date as the board elects a new chairman. (The board retains, however, the authority to elect a director as chairman even though the then-current chairman has not served in that role for three years and is not obligated to nominate forre-election by shareholders a director whose three-year tenure as chairman is not complete.) At least once each year, the Corporate Governance Committee will consider the performance of the chairman relative to the Corporate Governance Guidelines and may make such recommendations as it deems appropriate.

The board of directors has determined that the separation of the roles of chairman of the board and chief executive officer will enhanceenhances board independence and oversight. More specifically, the board believes that separating the roles will allowallows the Company’s president and chief executive officer, Robert J. McCormick, to better focus on developing and implementing corporate initiatives, enhancing shareholder value and strengthening our business and operations, while allowing the chairman of the board to lead the board in its fundamental role of providing advice to, and independent oversight of, management.

TheRole in Risk Oversight.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 credit risk, interest rate risk, liquidity risk, operational risk, strategic risk, and reputational risk. TrustCo management is responsible for theday-to-day management of the risks faced by the Company, while the board of directors as a whole is ultimately responsible for risk management oversight of TrustCo and its subsidiaries; inoversight. In carrying out its responsibilities in this area, the board has delegated important duties to its committees. For example,The newly formed Risk Committee will have, as noted above, responsibility to oversee the management of 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. The Audit Committee assists the full board with respect to the adequacy of TrustCo’s internal controls and financial reporting process, the independence and performance of TrustCo’s internal and external auditors, and compliance with legal and regulatory requirements. In addition,The Board Compliance Committee assists the board with respect to compliance with legal and regulatory requirements. The Fiduciary Committee oversees the Company’s Financial Services Department and assists the full board in managing risk associated therewith, as well as in fulfilling its responsibilities regarding fiduciary, agency and custodial activities. Finally, the Compensation Committee has the authority

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to conduct annual reviews of the Company’s incentive compensation practices to assess the extent to which such arrangements and practices encourage risk-taking and whether the level of encouragement of such risk-taking is appropriate under the circumstances. The Compensation Committee has concluded that the compensation policies are not reasonably likely to have a material adverse effect on the Company.

The entire board reviews and approves, on an annual basis, all significant policies that address risk within TrustCo’s consolidated organization, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk, and compliancereputational risk. The board monitors risk through reports received on a periodic basis from management, and the board annually approves the Company’s contingencybusiness continuity plan as well as its insurance program.

Director Nominations

Each of the nominees slatedstanding for election at the Annual Meeting was considered and selected by the Nominating and Corporate Governance Committee and unanimously approved by TrustCo’s independent directors.

The Nominating and Corporate Governance Committee is appointed by the board of directors in part to review and identify individuals qualified to become board members and to recommend to the board the director nominees for consideration at the Annual Meeting of Shareholders.Meeting.

As a general matter, the board believes that a candidate for board membership should have high personal and professional ethics, integrity, and values; an inquiring and independent mind, practical wisdom, and mature judgment; broad policy-making experience in business, government, or community organizations; expertise useful to TrustCo and complementary to the background and experience of other board members; willingness to devote the time necessary to carrying out the duties and responsibilities of board membership; commitment to serve on the board over a period of several years to develop knowledge about TrustCo, its strategy, and its principal operations; and willingness to represent the best interests of all of TrustCo’s constituencies. Although neither the committee nor the full board of directors has a formal policy with respect to diversity, the committee and the board have a general objective of having a board that encompasses a broad range of talents and expertise and reflects a diversity of background, experience, and viewpoints.

After a potential candidate is identified, the committee will investigate and assess the qualifications, experience, and skills of the candidate. The investigation process may, but need not, include one or more meetings with the candidate by a member or members of the committee. From time to time, but at least once each year, the committee meets to evaluate the needs of the board and to discuss the candidates for nomination to the board. Such candidates may be presented to the shareholders for election or appointed to fill vacancies. All nominees must be approved by the committee and by a majority of the independent members of the board.

The committee will consider written recommendations by shareholders for nominees for election to the board. The persons identified in such recommendations will be evaluated under the same criteria and procedures used for other board candidates. Under TrustCo’s Bylaws,bylaws, written

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nominations of persons for election to the board of directors must be delivered or mailed to the board not lessfewer than 14 and not more than 50 days prior to any meeting of shareholders called for the purpose of the election of directors, or not later than 7 days prior to the meeting if lessfewer than 21 daysdays’ notice of the meeting is provided.

Shareholder Communications towith Board and ShareholderBoard Attendance at Annual Meeting Attendanceof Shareholders

TrustCo provides an informal process for shareholders to send communications to the board. Shareholders who wish to contact the board or any of its members may do so in writing to TrustCo Bank Corp NY, Attention: Corporate Secretary, P.O. Box 1082, Schenectady, New York 12301-1082.

Although TrustCo does not have a policy with regard to board members’ attendance at the Annual Meeting of Shareholders, the directors are encouraged to attend such meetings, and all of the directors attended the 20132016 Annual Meeting.

Vote Required and Recommendation

The two nominees for election to the TrustCo board for three-year terms expiring at the 20172020 Annual Meeting of Shareholders who receive the greatest number of votes will be elected to the board. Each nominee must, however, receive the affirmative vote of a majority of the outstanding shares of TrustCo common stock in order to be elected a director.elected.

THE TRUSTCO BOARD RECOMMENDS ATHAT TRUSTCO SHAREHOLDERS VOTE “FORFOR” THE ELECTION OF THE TRUSTCO DIRECTOR NOMINEES AS TRUSTCO DIRECTORS, WHICH IS ITEM 1 ON THE TRUSTCO PROXY CARD.

Proposal 2 - Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers

Section 14A to the Securities Exchange Act of 1934 that requires TrustCo to providehas annually provided shareholders with the opportunity to vote to approve, on a nonbinding advisory basis, the compensation of the named executivesexecutive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, and the tabular disclosure regarding the compensation of the named executive officers and the accompanying narrative. (This matteropportunity is often referred to as a “say-on-pay”“say-on-pay” vote or proposal.)

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Although TrustCo’s shareholders have approved having the say-on-pay vote every third year, TrustCo’s Compensation Committee and the full board of directors have determined that an annual advisory vote on the compensation of the named executive officers would better serve the Company and its shareholders. In the view of the board, since the compensation of the named executive officers is evaluated, adjusted as appropriate, and approved on an annual basis, the views of the Company’s shareholders as expressed in the say-on-pay advisory vote should also be considered annually. Annual advisory votes, in the view of the board, provide an effective means of communicating shareholder concerns about the Company’s executive compensation programs.

Thesay-on-pay proposal described below gives TrustCo shareholders the opportunity to endorse, or not endorse, the compensation of the named executive officers. The vote on the proposal is not intended to address any specific element of executive compensation. Further, the vote is advisory, which means that it is not binding on TrustCo, its board of directors, or the Compensation Committee. The Compensation Committee will, however, take into account the outcome of the vote when considering future executive compensation decisions. Please refer to the “Compensation Discussion and Analysis” for a discussion of the effect of the vote on thesay-on-pay proposal at TrustCo’s 2016 annual meeting on the Compensation Committee’s decisions during 2016.

As discussed in more detail in the Compensation Discussion and Analysis, TrustCo seeks to offer a compensation structure for its executive officers designed to compare favorably with its peer group while taking into account the experience and responsibilities of theeach particular executive officer. TrustCo also seeks to provide compensation incentives that promote the enhancement of shareholder value in conjunction with maximizing, executive talent,encouraging and rewarding a high level of performance evidenced through the achievement of corporate and individual financial and business objectives and managing and minimizing the level of risk inherent in theany compensation program. The Compensation Committee and the board of directors believe that the policies and procedures described in the Compensation Discussion and Analysis are effective in implementing the Company’s compensation program and achieving its goals and that the compensation of the Company’s named executive officers in 20132016 reflects and supports these compensation policies and procedures.

Resolution

In light of the foregoing, TrustCo is asking shareholders to vote onapprove the following resolution at the Annual Meeting:

RESOLVED, that the shareholders of TrustCo Bank Corp NY approve, on an advisory basis, the compensation of the named executive officers, as disclosed in TrustCo’s Proxy Statement for the 20142017 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 20132016 Summary Compensation Table, and the other related tables and narrative disclosure.

Vote Required and Recommendation

The affirmative vote of a majority of all of TrustCo’s issued and outstanding shares of common stock is required to adopt the foregoing resolution approving the compensation of TrustCo’s named executive officers. Abstentions on properly executed proxy cards and shares not voted by brokers and other entities holding shares on behalf of beneficial owners will have the same effect as a vote “against” this proposal. Dissenters’ rights are not available to shareholders who object to the proposal.

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THE TRUSTCO BOARD RECOMMENDS THAT TRUSTCO SHAREHOLDERS VOTE “FORFOR” THIS PROPOSAL, WHICH IS ITEM 2 ON THE TRUSTCO PROXY CARD.

Proposal 3 - Advisory Resolution on the Frequency of an Advisory Vote on the Compensation of TrustCo’s Named Executive Officers

TrustCo is required under the federal securities laws to provide shareholders the opportunity to vote, on a nonbinding, advisory basis, as to how frequently TrustCo should seek future “say on pay” advisory votes on the compensation of its named executive officers.

More specifically, TrustCo is asking whether shareholders would prefer that thesay-on-pay advisory vote occur every year, every two years or every three years. (Shareholders also may, if they wish, abstain from casting a vote on this proposal.) The board of directors will take into consideration the outcome of the resolution when considering the frequency of the advisory vote on executive compensation in the future.

Although TrustCo’s shareholders in 2011 approved holding thesay-on-pay vote every third year, TrustCo’s Compensation Committee and the full board of directors subsequently determined that an annual advisory vote on the compensation of the named executive officers would better serve the Company and its shareholders. In the view of the board, since the compensation of the named executive officers is evaluated, adjusted as appropriate, and approved on an annual basis, the views of the Company’s shareholders as expressed in thesay-on-pay advisory vote should also be considered annually. Annual advisory votes, in the view of the board, provide an effective means of communicating shareholder views about the Company’s executive compensation programs.

Because the vote on the frequency of the say on pay advisory vote also is advisory, it is not binding on the board or TrustCo in any way. It is expected, however, that the board of directors and the Compensation Committee will take the outcome of the vote into account when considering the frequency of future advisory votes on executive compensation.

Resolution

Shareholders may cast a vote on the preferred voting frequency by selecting the option of one year, two years or three years (or abstain) when voting in response to the following resolution:

RESOLVED, that the shareholders of TrustCo Bank Corp NY determine, on an advisory basis, whether the preferred frequency of an advisory vote on the executive compensation of the Company’s named executive officers as set forth in the Company’s proxy statement should be every year, every two years, or every three years.

Vote Required and Recommendation

The board of directors will consider the alternative (every year, every two years, or every three years) receiving the highest number of votes as the recommendation of TrustCo shareholders with respect to the frequency of the advisory vote on executive compensation. Dissenters’ rights are not available to shareholders who object to the proposal.

THE TRUSTCO BOARD OF DIRECTORS RECOMMENDS THAT TRUSTCO SHAREHOLDERS VOTE “FOR” THEONE YEAR (EVERY YEAR)OPTION ON THIS PROPOSAL, WHICH IS ITEM 3 ON THE TRUSTCO PROXY CARD.

Proposal 4 - Ratification of the Appointment of Independent Public Accounting FirmAuditors

The Audit Committee of TrustCo’s board of directors has recommended, and the board of directors on February 18, 2014 has21, 2017 reappointed, Crowe Horwath LLP as TrustCo’s independent accountantsIndependent Auditors for the year ending December 31, 2014.2017. At the Annual Meeting, shareholders will consider and vote on the ratification of the engagement of Crowe Horwath LLP for the fiscal year ending December 31, 2014.2017. Information with respect to the services provided in 20132016 and 20122015 to TrustCo by Crowe Horwath LLP is presented under the Audit Committee discussion, above. Representatives of Crowe Horwath LLP are expected to be present at the Annual Meeting to make a statement if they so desire and are also expected to be available to respond to appropriate questions that may be raised.

The following table presents fees for professional audit services, as well as other professional or consulting services, rendered by Crowe Horwath LLP. The services included audits of TrustCo’s annual consolidated financial statements for the years ended December 31, 2016 and 2015 and of the effectiveness of internal controls over financial reporting, tax return preparation services, and other services provided by Crowe Horwath LLP during the years ended December 31, 2016 and 2015.

TrustCo’s Audit Committee held twelve meetings in 2016. The directors currently serving on the Audit Committee are William D. Powers (Chairman), Dennis A. De Gennaro, Brian C. Flynn, Thomas O. Maggs, Dr. Anthony J. Marinello, and William J. Purdy. The purpose of the Audit Committee is to oversee the Company’s accounting and financial reporting processes and audits of the Company’s financial statements; the committee’s functions also include the review of TrustCo’s and Trustco Bank’s internal audit procedures and the review of the adequacy of internal accounting controls for TrustCo and Trustco Bank. In addition, the Audit Committee annually recommends the use of external audit firms by TrustCo and Trustco Bank in the coming year, after reviewing performance of the existing vendors and available audit resources. Please refer to the discussion under “Audit Committee” for a more detailed description of the Audit Committee’s activities.

Vote Required and Recommendation

The affirmative vote of a majority of all of TrustCo’s issued and outstanding shares of common stock is required to ratify the appointment of Crowe Horwath LLP as TrustCo’s independent accountantsIndependent Auditors for the year ending December 31, 2014.2017. Abstentions on properly executed proxy cards and shares not voted by brokers and other entities holding shares on behalf of beneficial owners will have the same effect as a vote “against” this proposal. Dissenters’ rights are not available to shareholders who object to the proposal.

THE TRUSTCO BOARD RECOMMENDS THAT TRUSTCO SHAREHOLDERS VOTE “FORFOR” THIS PROPOSAL, WHICH IS ITEM 34 ON THE TRUSTCO PROXY CARD.

Other Matters

TrustCo’s board of directors is not aware of any other matters that may come before the Annual Meeting. If any matter not described in this proxy statement is properly presented at the Annual Meeting, the persons named in the proxy card will use their judgment to determine how to vote the shares for which they have voting authority.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (the “CD&A”) describes the objectives, policies and components of TrustCo’s 20132016 executive compensation program for its named executive officers. In addition, the CD&A will discuss and analyze the decisions of and actions taken by the Compensation Committee during, before and after 20132016 as those decisions and actions relate to such objectives and policies and the compensation paid to or earned by the named executive officers during 2013.2016.

Named Executive Officers

TrustCo has identified the following as executive officers as its named executive officers for 2013:officers:

Of those, Messrs. McCormick, Ozimek, Cushing, Salvador, Leonard, and Schreck are the Named Executive Officers.

Objectives of Executive Compensation Program

Our executive compensation program is designed to promote the following compensation objectives:

One of the objectives in structuring executive compensation plans and programs is to consider shareholder input when and as appropriate.

Engagement, Feedback and Changes

TrustCo has embraced an extensive shareholder outreach program through which ongoing shareholder input is sought regarding executive compensation and governance practices. During 2016, TrustCo reached out to its 10 largest investors, representing 36.5% of its outstanding shares. Through this outreach, TrustCo had conversations with investors representing 11% of the outstanding shares. In response to the input received, a number of substantive changes have been made. TrustCo values shareholder views and insights and believes that its engagement program builds informed relationships, promotes transparency, and improves accountability. The ultimate goal is to meaningfully relate executive pay to corporate performance. After listening to shareholder feedback and performing further analysis, TrustCo implemented the following changes:

Trustco has made significant and meaningful changes to the way it approaches governance and the way it discloses information about its operation and the compensation of its executives. The goal of these efforts is to provide shareholders with the data needed to fully evaluate the Company’s performance as measured against relevant metrics. The changes made demonstrate TrustCo’s commitment to such matters. TrustCo’s shareholder outreach is viewed as ongoing and not transactional and it will address other and new matters as they are presented.

Adoption of Clawback Policy

In July of 2016, TrustCo adopted an Executive Compensation Clawback Policy (the “Policy”) that provides for the recovery by the Company of certain elements of compensation received by executive officers of the Company if the Company is required to restate its financial statements or if an executive officer has committed an act of material fraud or misconduct.

In general, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with a financial reporting requirement under the securities laws, regardless of whether such restatement is a result of misconduct, and the Compensation Committee determines that one or more of the Company’s executive officers covered by the Policy received incentive-based compensation in excess of what should have been received based on the restatement during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the restatement, the Company must recover the amount of such excess compensation, subject to certain, limited exceptions.

Executive Summary of Compensation Decisions for 20132016

For the past several years, TrustCo has been transitioning its executive compensation program from a program with an emphasis on short-term and fixed pay to a program that puts a greater emphasis on long-term and performance-based compensation. In 2016, the Compensation Committee continued to emphasize long-term and performance-based compensation through suspension, or nominal use of, increases in base salaries and a continuation of the long-term and performance-based programs implemented in prior years. The following summary highlights the key decisions made and actions taken by the Compensation Committee during and prior to 20132016 with respect to the compensation paid to and earned by the named executive officers for 2013.2016.

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Highlights of 20132016 Business Results

TrustCo continued its strong performance in 2013. Net income increased by 6.1% over net income for 2012. Nonperforming assets decreased 15.1%2016. Foryear-end 2016, total shareholder return was up 48.07% compared to 1.15%the peer group median of total assets and return42.57%. Return on average equity rose 45 basis pointsand efficiency ratio were 9.94% and 55.67%, respectively, compared to 11.15%8.83% and 59.13% for 2013. This strong performance contributed to an increase in our stock price resulting in total shareholder returnthe peer group median (the peer group consists of 42.17% for our stockholders in 2013 comparedNew York, New Jersey and Florida banks and thrifts with 31.05% for our peer group.assets between two and ten billion dollars as of September 30, 2016). The Committee attributes this exceptional performance in part to the efforts of the Company’s executive officers, including the named executive officers, whose efforts are encouraged and rewarded by the Company’s executive compensation program.

Compensation Committee and Management Role in Determining Compensation for the Named Executive Officers

The Compensation Committee has responsibility for overseeing the Company’s executive compensation policies and practices, including establishing annual salaries, long-term incentive and equity incentive arrangements, annual incentive arrangements, and all other benefits and other compensation programs for the Company’s named executive officers. The Compensation Committee is solely responsible for setting the compensation of Mr. McCormick, the Company’s chief executive officerChief Executive Officer (“CEO”). As for the other named executive officers, ourthe CEO generally makes recommendations to the Compensation Committee, which then evaluates the recommendations in light of the named executive officers’ performance, the Company’s performance, and other factors, and then determines the levels and structure of compensation for these executives.

In making its decisions, the Compensation Committee will considerconsiders a number of factors including among others:

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The Compensation Committee also considers other relevant factors, including involvement in the community, that might better position the organization to serve the immediate needs of Trustco Bank’s market. The Compensation Committee generally considers most or all of the above criteria, but does not generally assign a specific weight to any of these factors in making compensation decisions and may choose certain criteria in one year and others in other years. Except for specific goals set with respect to certain compensation programs described herein or otherwise set forth below, the Compensation Committee makes compensation decisions on a discretionary basis considering such factors and criteria as it deems appropriate from year to year.

Use of Peer Companies

As part of the Company’s analysis, review and implementation of its executive compensation program, the Compensation Committee reviews certain aspects of the financial performance of a group of companies the Company considers to be peer companies, as well as the compensation paid to certain executive officers of these peer companies. For example, annual bonus awards paid pursuant to the Company’s Executive Officer Incentive Plan are based on the achievement of certain performance metrics relative to the achievement of the same metrics by these peer companies. In addition, the Compensation Committee typically reviews the total compensation, including base salary, incentive compensation, equity awards, and other compensation, paid to the top three to five executive officers of these peer companies. While the Compensation Committee considers certain aspects of the financial performance of peer companies and the compensation paid to the named executive officers of peer companies relative to the Company’s performance and compensation paid to the Company’s named executive officers, it doesn’tdoes not specifically benchmark compensation against these peer companies, but rathercompanies. Rather, the Compensation Committee uses the information as a general guide to setting compensation for the Company’s named executive officers.

InThe Compensation Committee typically determines the Company’s then-current peer group in December of 2011,each year in connection with setting certain aspects of annual compensation for the following year. The criteria the Compensation Committee selected auses to determine peer group composedcompanies is generally the same from year to year and consists of New York, New Jersey and Florida basedFlorida-based banks and thrifts with assets of between $2 and $10 billion (as(measured as of the end of September 30, 2012). The resulting peer group contained 19 banks, of which nine were based in New York, seven were based in New Jersey and three were based in Florida.each year). The Compensation Committee feltis of the view that sinceinasmuch as the Company’s major market areas are in Upstate New York, Downstate New York/Northern New Jersey and Florida, thesecomparably-sized companies wereare a reasonable representation of its peers. The Company also has branch offices in Vermont and Massachusetts, but it views those offices as extensions of its Upstate New York operations. As of December 31, 2012,2015, the Company had total assets of approximately $4.3$4.73 billion.

In December 2015, the Compensation Committee selected a peer group consisting of 26 banks and thrifts.

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The Company’s peer group selected in 20122015 consisted of the following companies (the “2012 Peer“Peer Group”).:

Capital City Bank Group, Inc.

CenterState Bank, Inc.

Community Bank System, Inc.

Dime Community Bancshares, Inc.

Financial Institutions, Inc.

Flushing Financial Corporation

Hudson Valley Holding Corp.

Kearny Financial Corp.

Lakeland Bancorp, Inc.

NBT Bancorp Inc.

Utilizing performance data as of September 30, 2015, the Compensation Committee is ofconcluded the opinionCompany’s overall performance compared favorably with that the base salaries and total compensation of the

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Company’s top three named executive officers (Messrs. McCormick, Cushing and Salvador) is competitive with the peer group, taking into account the scope of their respective responsibilities, the compensation paid by the peer group for similar positions and the performance of the Company relativePeer Group. On an annualized basis, through September 30, 2015, the comparison is as follows:

As reported by SNL Financial LC, TrustCo’s return on average equity was 10.43%, compared to a 2015 Company Peer Group median, on an annualized basis, of 8.72% and a 2015 Company Peer Group average of 7.89%. For the same period, on an annualized basis, TrustCo’s efficiency ratio was 56.04%, compared to the peer group, while the base salaries2015 Company Peer Group median of 61.97%, and a 2015 Company Peer Group average of 61.76%. Further, TrustCo’s return on average assets was .89% compared to a 2015 Company Peer Group median, on an annualized basis, of .91% and a 2015 Company Peer Group average of .88%. TrustCo’snon-performing assets compared to total compensationassets were 1.04% compared to a 2015 Company Peer Group median, on an annualized basis, of Messrs. Leonard.69% and Schreck remain below thea 2015 Company Peer Group average and median compensation levels for the fourth and fifth highest paid executive officers of both peer groups..86%.

While the Company is of similar size to the members of its peer group, the Compensation Committee also takes into consideration the unique size of the Company’s executive group as compared to other companies in the peer group.Company Peer Group. TrustCo and Trustco Bank currentlytypically operate with threefour senior executive officers, all of whom have a very broad scope of responsibilities; whereas theresponsibilities. The Compensation Committee believes that the other institutions in the Company’s peer groupCompany Peer Group have a larger pool of such officers. Messrs. McCormick, Cushing, and Salvador oversee allofficers having similar responsibilities.

Based on the data available in December of the Company’s operating departments, including the departments headed by Mr. Leonard, and Mr. Schreck, and generally shoulder more responsibility than the top three executive officers among the peer companies. Utilizing recent performance data,2015, the Compensation Committee concluded that the Company’s overall performance compared favorably with thatbase salaries and total compensation of the Company’s 2012 Peer Group. Through September 30, 2013, TrustCo’s return on average equity was (on an annualized basis) 10.91% compared to a 2013top four named executive officers (Messrs. McCormick, Cushing, Salvador, and Leonard) were competitive with the Company Peer Group, mediantaking into account the scope of 7.81% and a 2013their respective responsibilities, the compensation paid by the Company Peer Group average of 8.38%. For the same period, TrustCo’s efficiency ratio was (on an annual basis) 52.99%, compared to the 2013 Peer Group median of 62.42%, and a 2013 Peer Group average of 65.10%. In general, the Compensation Committee believes the Company’s senior executive officers’ compensation levels are appropriate based upon the committee’s analysis of the responsibilities of those officersfor similar positions, and the Company’s financial performance.

Finally, in February of 2014, the Compensation Committee reviewed the financial performance of the members ofCompany relative to the 2013Company Peer Group, aswhile the base salaries and total compensation of December 31, 2013 compared withMessrs, Schreck and Ozimek remained below the Company’s performance as of December 31, 2013 in order to assess the level of achievement of the Company performance goals under the Executive Incentive Plan. See below under the headingExecutive Officer Incentive Plan for 2013 for a discussion of the Company’s performance during 2013 and the resultingaverage compensation paid to the named executive officers under the Executive Officer Incentive Plan.levels.

Compensation Consultants

The Company periodically retains independent compensation consultants to assess the compensation of the named executive officers and certain other executives to ensure pay competitiveness.competitiveness, including Arthur J. Gallagher & Co. In addition, the Compensation Committee has the authority to retain compensation consultants, periodically reviews information provided by or through third-party sources, and often relies on TrustCo’s Human Resources Department to gather such information.

In connectionJune of 2016, the Company retained Arthur J. Gallagher and Co. to review the base salaries paid to Chief Risk Officers among TrustCo’s peers. Because of a lack of publicly disclosed information about Chief Risk Officers with respect to companies in the Company’s implementationCompany Peer Group, Gallagher developed a broader peer group composed of itsfinancial institutions having an asset size comparable to TrustCo’s (the “Chief Risk Officer Peer Group”). The median asset size of the financial institutions in the Chief Risk Officer Peer Group was approximately $5 million. The median base salary for Chief Risk Officers in the Chief Risk Officer Peer Group was $301,000. Gallagher indicated that in similar circumstances, where additional responsibilities are added to core responsibilities, total compensation is typically adjusted upward by 10% to 20%. As such, based in part on the survey data, the added compliance and regulatory responsibilities attendant to a Chief Risk Officer, and Mr. Leonard’s performance share award program in 2012, the Company’s management team retained James F. Reda & Associates to help design a

long-term incentive compensation program that had a performance-vesting component. Neitherprior year and handling of the

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Company nor added responsibilities through the first part of 2016, the Compensation Committee formally retained or sought adviceincreased Mr. Leonard’s base salary by approximately 11% from a compensation consultant during 2013.$275,000 to $305,000.

2013The companies in the Chief Risk Officer Peer Group are: Ameris Bancorp, Banc of California, Inc., Bancfirst Corp, BBCN Bancorp, Inc., Boston Private Financial Holdings, Inc., Camden National Corp., Centerstate Banks, Inc., Financial Institutions, Inc., First Connecticut Bancorp, Independent Bank Group, Inc., LegacyTexas Financial Group, Inc.; LendingClub Corp., Midwestone Financial Group, National Bank Holdings, Corp., OFG Bankcorp, Park Sterling Corp., S&T Bancorp, Inc., Seacoast Banking Corp. of Florida, South State Corp., State Bank Financial Corp., and Univest Corp of Pennsylvania.

2016 Executive Compensation Program

For 20132016 there were three basic elements to TrustCo’s executive compensation program, each of which hassub-elements: annual compensation (comprised of salary, incentive bonus and other annual benefits), long-term compensation (comprised of stock options, restricted stock units, performance shares and the performance bonus program), and retirement compensation (comprised of defined benefit pension plan, the profit sharing/401(k) plan, and supplemental retirement plan).

As a general matter, the Compensation Committee initially considers total compensation levels of its peer groupthe Company Peer Group prior to making compensation decisions with respect to each of the individual elements of executive compensation.

The description below provides discussion and analysis for each element of TrustCo’s executive compensation program for 2013,2016, including the relevant history of those components and the compensation decisions made for 2013.2016.

Annual Compensation

Base Salary. Annual salary is the base compensation for the Company’s named executive officers and is intended to provide a portion of compensation which is fixed to give our named executive officers resources upon which to live and provide them with a certain level of financial security. The salaries for our named executive officers are established based upon the scope of their respective responsibilities, taking into account competitive market compensation paid by the peer groupPeer Group for similar positions along with the performance of these companies relative to the performance of the Company. Salaries are reviewed at least annually and are also reviewed upon the request of the board of directors.

For 2013,2016, the Compensation Committee determined not to increase the base salaries for Messrs. McCormick, Cushing, and Salvador, which remained fixed at $880,000, $640,000, and $510,000, respectively.$520,000 respectively (and base salaries for Messrs. McCormick and Cushing have remained fixed for the past seven years). In making this determination,these determinations, the Compensation Committee reviewed comparable base salaries of executives in the 2012 Peer Group and the relative performance of the peer companies. Although the Compensation Committee believes that these executive officers’ performance in 2012through the third quarter of 2015 led to the Company substantially outperforming our peer group,Company’s solid performance relative to the Peer Group, consistent with the Company’s policy to

gradually increase the proportion of performance-based compensation to fixed compensation, the Compensation Committee elected not to not increase their base salaries. Instead, the Compensation Committee believes that the Company’s Executive Officer Incentive Plan (annual performance bonuses) and/or the Equity Incentive Plan (stock options, restricted units and performance share awards) should beawards under the Amended and Restated TrustCo Bank Corp NY 2010 Equity Incentive Plan) are properly structured to reward exceptional performance with appropriate increased compensation.

In determining the base salaries for Messrs. LeonardSchreck and SchreckOzimek for 2013,2016, the Compensation Committee considered the Company’s overall financial performance along with the performance of the individual officers and the responsibilities each officer holds within the organization, each officer’s experience and the goals of each department for which the officer has

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responsibility. AfterThe Compensation Committee also considered the base salaries paid to executive officers at Peer Group Companies holding comparable positions. As previously discussed, Mr. Leonard received a recommendation from Mr. McCormick, and a review of Mr. Leonard’s overall performance during 2012, and based in part on a desire to bring Mr. Leonard’s base salary furtherincrease in line with the rest of the senior executive, the Compensation Committee increasedJune 2016 attendant to his 2013 base salary from $175,000change in title to $195,000. In July of 2013, Mr. Leonard’s salary was increased to $220,000 which coincides with his promotion to Executive Vice President. After a recommendation from Mr. McCormick and a review of Mr. Schreck’s overall performance during 2012, consistent with prior year increases, the Committee increased his 2013 base salary from $240,000 to $247,500.Chief Risk Officer, among other reasons.

Executive Officer Incentive Plan for 20132016. The Executive Officer Incentive Plan provides for annual bonus compensation for the named executive officerofficers based on the achievement of certain corporate performance targets. The Compensation Committee reviews and adjusts as appropriate the plan bonus opportunities, performance targets, structure and other metrics on an annual basis. In early 2016, the Compensation Committee met and approved the bonus opportunities, performance targets, structure and other metrics for the year.

The corporate performance targets set for 20132016 included return on average equity, return on average assets, efficiency ratio, and the ratio of nonperforming assets to total assets, each as measured against the composite performance of TrustCo’s 2013 peer group. For 2013 an additional performance measure was added with the inception of the Performance Share Award program (see “Long-Term Compensation—Performance Share Awards” below). Therefore, the Compensation Committee chose to reduce the performance criteria under the Executive Officer Incentive Plan from four to three. The respective weightings are set forth in the table below.Peer Group. The Compensation Committee selected these particular performance measures because it considers them to be important factors in driving corporate performance. Bonuses were earned for 20132016 only for achievement of corporate targets equal to or better than the peer group median and are based on threshold (20%(15% of base salary), target (30%(45% of base salary) and maximum (50%(60% of base salary) level of achievement.

The following table sets forth the corporate performance targets, weightings, levels of achievement and other details under the 2013 Executive Officer Incentive Plan. The plan does not provide for any incentive bonus payment for achievement of performance targets that is not at least equal to the peer group median results and bonus awards under the plan were capped at a maximum of 50% of salary in 2013.

2013 Executive Officer Incentive Plan for 2016.

2016 Executive Officer Incentive Plan

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For 2013, the level of achievement of the corporate performance targets is set forth above andIn calculating the bonuses earned under the plan represented 28.00%Executive Officer Incentive Plan, the Compensation Committee multiplied the weighted percentages of the performance goals that were achieved (25% for “return on average equity” and “return on average assets”) by the level of achievement (target performance, 45%, for “return on average equity” and threshold performance, 15%, for “return on average assets”) by the executive’s base salary or $246,400, $179,200, $142,800, $57,562 and $69,300salary. Accordingly, the 2016 Executive Officer Incentive Plan generated bonuses for Messrs. McCormick, Ozimek, Cushing, Salvador, Leonard, and Schreck of $132,000, $35,250, $96,000, $78,000, $45,750, and $40,875, respectively.

Executive Officer Incentive Plan for 2014Contingent Bonus Payments.The Compensation Committee reviews the plan bonus opportunities, performance targets, structure and other metrics on an annual basis. In December of 2013, the Compensation Committee met and approved the bonus opportunities, performance targets, structure and other metrics for the 2014 plan.

For 2014, consistent Consistent with the Company’s desire to placepractice of placing more emphasis on long-term compensation and to reward executives for sustained performance over more than one year, in early 2016, when the 2014Compensation Committee approved the bonus opportunities and performance targets for 2016, it required, as allowed under the plan, was amendedthat to provide that a portion of the bonuses would be contingent on sustained performance through 2015 as follows. To the extent that the achievement level for 2014 results2016 resulted in bonus amounts in excess of 30% of base

salary for the executives, payment of the amount in excess of 30% (the “Contingent Bonus”) willwould be contingent on achievement of the same corporate performance goals set for 20142016 (return on average equity, return on average assets, efficiency ratio, and the ratio ofnon-performing assets) relative to the peer groupPeer Group average performance for 2015.2017. Payment levels will bewere based on threshold (100% of Contingent Bonus), target (115% of Contingent Bonus) and maximum (120%(125% of Contingent Bonus) level of achievement. At the threshold level, the Contingent Bonus willwould not be earned unless performance for at least two of the performance goals for 2015 is2016 are within 20% of (no more than 20% worse than) of the peer groupPeer Group average performance level for 2015.2017. Payment of any amount in excess of 100% of the Contingent Bonus willwould be subject to achievement of corporate performance goals at a level better than the peer groupPeer Group average performance.

The following table sets forth For 2016, the corporate performance targets, weightings, levelsExecutive Officers Incentive Plan paid out 15% of achievement and other details under the 2014 Executive Officer Incentive Plan. The plan does not provide for any incentive bonus payment for achievement of performance targets that is not at least equalbase salary to the peer group median results andparticipating executive officers. As such, no amount of the 2016 bonus awards under the plan were capped at a maximum of 50% of salary in 2014.was subject to this Contingent Bonus payment feature.

2014 Executive Officer Incentive Plan2016 Contingent Bonus Payment

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2015 Contingent Bonus Payment

The Compensation Committee believes that the Executive Officer Incentive Plan, as currently structured with the addition of the long-term performance feature, will incentivizeencourage and reward executives for achievement of key corporate performance goals that will contribute to long-term sustained performance, drive long-term shareholder value creation, for 2014 and beyond, and encourage executive decision making that mitigates excessive long-term risk. Moreover, it believes that payment levels relative to base salary percentages are generally consistent with peer groupPeer Group bonus compensation levels and serve to reward executives for superior performance over the last three yearsmore than one year with enhanced performance-based compensation in lieu of increased fixed compensation.

Other Annual Benefits

Annual Benefits.Benefits. The Company provides certain other annual benefits to the named executive officers in the form of (i) the benefits under the Executive Medical Reimbursement Plan,its executive medical reimbursement plan described below, (ii) executive use of Company cars, (iii) country club memberships, (iv) financial planning services and (v) additional tax “gross up” payments. In addition to the specific reasons set forth below for providing these benefits, the Compensation Committee believes they help to provide a comprehensive compensation program that fosters the retention of our current executive officers and will serve to attract new highly talented, results-driven executives as the need may arise. The Compensation Committee believes that the value of these other annual benefits to the company’sCompany’s overall executive compensation program and the individual named executive officers outweighs the cost to the Company, which is set forth in the “All Other Compensation” column of the “Summary Compensation Table” below.

Executive Medical Reimbursement Plan.Plan All of the named executive officers participate. Messrs. McCormick, Cushing, Salvador and Leonard are participants in the Executive Medical Reimbursement Plan.Company’s executive medical reimbursement plan. The plan is intended to provide for the reimbursement of medical, hospitalization, and dental expenses that exceed the deductible orco-payment limits under the Company’s general medical insurance plans. Much like the annual base salary, and medical insurance plans provided to all employees, theThe plan is intended to provide ourselected named executive officers with the basic resources upon which to live and provide them with a certain level of financial security in the face of extraordinary medical expenses, thus ensuring they remain focused on the Company’s business goals.

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Executive Use of Company Cars.Cars. The Company provides all of the named executive officers with the use of a Company car. The Compensation Committee believes that this benefit is generally consistent with industry practice (a majority of the peer companies provide a similar benefit) and recognizes and rewards the named executive officers for their achievement to the level of a senior executive.

Country Club Memberships.Memberships. The Company provides all of the named executive officers with membership in a country club of their choice. The Compensation Committee believes that this benefit is generally consistent with industry practice (a majority of the peer companies provide a similar benefit) and provides a platform for the executives to entertain clients and potential clients of the Company and fosters interaction with other community leaders, which is intended to drive business development and, ultimately, Company performance.

Financial Planning.Planning.The Company pays for the cost of financial planning services for all of the named executive officers performedMessrs. McCormick, Cushing, Salvador, and Leonard by a professional accountingconsulting firm. This benefit is intended to enhance the overall efficiency of the Company’s executive compensation program by ensuring that the namedparticipating executive officers consider and properly plan for the various estate tax consequences, and generally take full advantage of the Company’s various compensation programs, taking into account their individual circumstances.

Additional Tax Payments.Payments. The Company makes additional annual payments to the named executive officers to ensure that the effect of the above-mentioned other annual benefits are tax neutral to the executives. Given that these benefits are generally designed with a business purpose, this additional tax benefit ensures that the value of these other annual benefits areis not diminished and dodoes not create additional financial consequences for the executives.

Long-Term Compensation

Long-Term Incentive Program. The Company maintains a long-term incentive compensation program through itsthe TrustCo Bank Corp NY 2010 Equity Incentive Plan (Amended and Restated as of March 21, 2017) (the “Equity Incentive Plan”), the Performance Bonus Plan.Plan and Performance-Based Stock Appreciation Units. The 2010 Equity Incentive Plan providesprovide for annual equity-based awards and the Performance Bonus Plan providesand the performance-Based Stock Appreciation Units provide for equity-based compensation in connection with a change in control. The Company believes that compensation in the form of equity-based awards tieties the interests of the named executive officers with those of our shareholders and thereby drivedrives long-term success.

The 2010 Equity Incentive Plan was established to advance the interests of the Company and its shareholders by providing to executive officers an opportunity to acquire equity ownership in the Company along with the incentive advantages inherent in that equity ownership. The plan allows for the grant of a variety of equity-based awards, including stock options, restricted stock, restricted stock units and performance shares, and is administered by the Compensation Committee, which is empowered to determine the time, amount and recipients of awards and the other terms and conditions of awards to be granted thereunder, including the exercise price, vesting schedule, and expiration dates.

When granting equity-based awards to any of the named executive officers, the Compensation Committee reviews the executive officer’s position and individual performance in

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light of the Company’s goals to drive long-term performance and tie the interests of the named executive officers with those of our shareholders. The Compensation Committee also reviews awards granted to similarly situated officers at peerPeer Group companies. Ultimately, however, the Compensation Committee makes discretionary judgments based on these factors and theirits ongoing assessment and understanding of TrustCo and its executive officers. Awards are designed to ensure each named executive officer has a sense of ownership in the financial growth and the growth in total shareholder return of the Company.

In making the 2016 annual equity awards, the Compensation Committee sought to award a specific present value of long-term compensation in the form of time-vested and performance-vested awards to each of the named executive officers based on their position and contributions to the Company. The mix of different types of awards was intended to combine the retention and downside risk benefits inherent in restricted stock units and performance shares with the shareholder value creation benefits inherent in stock options, while mitigating the perceived excessive risk that potentially manifests itself through a single type of award approach. Consistent with the Company’s continued emphasis on performance-based compensation tied to specific corporate goals, the Compensation Committee maintained its past practice of weighting the equity awards more heavily towards performance-vested awards (performance shares), which represented 60% of the overall value granted in 2016 and eliminated options from the 2016 program.

The Compensation Committee sought to keep the total value of all the equity awards granted in 2016 approximately the same as the total value to those awarded in 2015 and 2014. (The Summary Compensation Table provides additional information regarding the value of restricted stock awards and option grants.)

Stock Option and Restricted Stock Unit Awards. In 2013prior years, the Compensation Committee granted stock options and restricted stock unit awards in relatively equal proportion based on value. Based upon industry data, the Committee is