UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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¨		Preliminary Proxy Statement
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x		Definitive Proxy Statement
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¨		Soliciting Material Pursuant to §240.14a-12


TrustCo Bank Corp NY
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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TABLE OF CONTENTS

PROXY STATEMENT SUMMARY			1
Proposal 1 - Election of Directors			6
Information on TrustCo Directors and Nominees			7
Nominees for Election as TrustCo Director			7
Vote Required and Recommendation			7
Information on TrustCo Executive Officers			8
Board Meetings and Committees			8
Compensation Committee Interlocks and Insider Participation.			10
Board Leadership Structure and Role in Risk Oversight			10
Director Nominations			11
Shareholder Communications with Board and Board Attendance at Annual Meeting of Shareholders			11
Proposal 2 - Advisory Resolution on the Compensation of TrustCo’s Named Executive Officers			12
Resolution			12
Vote Required and Recommendation			12
Proposal 3 - Approval of a Reverse Stock Split of TrustCo’s Common Stock			13
Background and Reasons for the Reverse Stock Split; Potential Consequences of the Reverse Stock Split			14
How the Reverse Stock Split Will Be Implemented			14
Effect of the Reverse Split on the Holders of Our Common Stock			15
Effect on Registered and Beneficial Shareholders			15
Effect on Registered “Book-Entry” Shareholders			15
Effect on Registered Certificated Shares			15
Fractional Shares			16
Authorized Shares			16
Accounting Matters			16
No Appraisal Rights			17
Federal Income Tax Consequences of the Reverse Stock Split			17
U.S. Holders			17
Information Reporting and Backup Withholding			18
Non-U.S. Holders			18
Vote Required and Recommendation			19
Proposal 4- Ratification of the Appointment of Independent Auditors			20
Vote Required and Recommendation			20
Other Matters			21
EXECUTIVE COMPENSATION			22
Compensation Discussion and Analysis			22
Named Executive Officers			22
Objectives of Executive Compensation Program			22
Engagement, Feedback and Changes			22
Our Compensation Governance Practices			23
Highlights of 2020 Business Results			23
Compensation Committee and Management Role in Determining Compensation for the Named Executive Officers			24
Use of Peer Companies			24
Compensation Consultants			25
2020 Executive Compensation Program			25
Annual Compensation			26
Base Salary			26
Executive Officer Incentive Plan for 2020			27
Long-Term Compensation			28
Long-Term Incentive Program			28
Restricted Stock Unit Awards			29
Performance Share Awards			30
Other Annual Benefits			31

TrustCo Bank Corp NY 2021 Proxy Statement

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Annual Benefits			31
Executive Medical Reimbursement Plan			31
Use of Company Cars			32
Club Memberships			32
Financial Planning			32
Additional Tax Payments			32
Retirement Compensation			32
Employment Agreements			33
Compensation Committee Report			34
Executive Compensation Payments and Awards			35
Summary Compensation Table			35
Plan-Based Awards for 2020			36
Grants of Plan-Based Awards			36
Outstanding Equity Awards as of December 31, 2020			38
Stock Vesting			39
Pension Benefits as of December 31, 2020			39
Early Retirement			40
Nonqualified Deferred Compensation as of December 31, 2020			41
Potential Payments upon Termination or Change in Control			41
Employment Agreements			41
Performance Bonus Plan			42
TrustCo Bank Corp NY Equity Incentive Plan			42
Termination or Change in Control Payments			44
Pay Ratio Disclosure			45
COMPENSATION POLICIES AND PRACTICES THAT PRESENT MATERIAL RISKS TO THE COMPANY			46
DIRECTOR COMPENSATION			46
2020 Director Compensation Table			46
OWNERSHIP OF TRUSTCO COMMON STOCK BY CERTAIN BENEFICIAL OWNERS			48
Executive Officer and Director Stock Ownership			49
TRANSACTIONS WITH TRUSTCO AND TRUSTCO BANK DIRECTORS, EXECUTIVE OFFICERS, AND ASSOCIATES			50
INSURANCE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS			51
SEC FORM 10-K			51
CODE OF CONDUCT			51
TRUSTCO SHAREHOLDERS			51

TrustCo Bank Corp NY 2021 Proxy Statement

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5 Sarnowski Drive, Glenville, New York 12302

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Shareholders of TrustCo Bank Corp NY:

Notice is hereby given that the Annual Meeting of Shareholders of TrustCo Bank Corp NY, a New York corporation, will be held ~~at Mallozzi’s Restaurant and Banquet House, 1930 Curry Road, Rotterdam, New York 12303,~~in a virtual-only format by webcast on May ~~19, 2016,~~20, 2021, at 4:10:00 ~~pm local~~AM Eastern time, for the purpose of considering and voting upon the following matters:

Election of ~~Directors.~~

the directors named in this proxy statement.

Approval of a ~~Nonbinding Advisory Resolution~~nonbinding advisory resolution on the ~~Compensation~~compensation of TrustCo’s ~~Named Executive Officers.~~

named executive officers.

3.Approval of reverse stock split of TrustCo’s Common Stock at a ratio of 1 for 5 and an amendment to TrustCo’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of TrustCo Common Stock at a ratio of 1 for 5 and a corresponding proportionate reduction in TrustCo’s authorized Common Stock.

Ratification of the ~~Appointment~~appointment of Crowe ~~Horwath~~ LLP as TrustCo’s ~~Independent Auditors~~independent auditors for ~~2016.~~

2021.

4.5.

Any other business that properly may be brought before the meeting or any adjournment thereof.



~~By Order of the Board of Directors,~~
~~Robert M. Leonard, Secretary~~

In light of the COVID-19 pandemic and for the safety of our shareholders, employees, and other members of the community, our 2021 Annual Shareholders’ meeting will be held in a virtual format only. Shareholders can participate from any geographic location with internet connectivity that is convenient for them. Through the meeting platform, shareholders will have access to senior management. It also is expected that all members of the board will participate in the call. We believe that this is an important step to enhancing accessibility to our Annual Meeting for all our shareholders and is particularly important in light of ongoing public health and safety recommendations issued due to the COVID-19 pandemic. Shareholders may listen to the live webcast of the Annual Meeting and submit questions digitally during the meeting at www.virtualshareholdermeeting.com/TRST2021. A recording of the meeting, including the presentation of any questions asked and the answers given, will be available following the meeting at www.virtualshareholdermeeting.com/TRST2021. Please refer to the “Participating in the Annual Meeting” section of the Proxy Statement for more details.

By Order of the Board of Directors,

Michael Hall, Corporate Secretary

April 1, ~~2016~~

2021

YOUR VOTE IS IMPORTANT

TO US

EVEN IF YOU PLAN TO ~~ATTEND~~PARTICIPATE IN THE VIRTUAL MEETING, PLEASE, AS PROMPTLY AS POSSIBLE, SIGN AND RETURN THE ENCLOSED PROXY CARD, ~~AS PROMPTLY AS POSSIBLE. YOU MAY ALSO~~OR VOTE USING THE INTERNET OR ~~TELEPHONE.~~TELEPHONE, FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE EXERCISE OF THE PROXY.

Important Notice Regarding the Internet Availability of Proxy Materials for the

Shareholder Meeting to be Held on May ~~19, 2016:~~

20, 2021:

This Notice, the Proxy Statement attached to this Notice, and TrustCo’s Annual Report to shareholders for the year ended December 31, ~~2015~~2020 are available free of charge at ~~https://materials.proxyvote.com/898349.~~www.proxyvote.com.

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PROXY STATEMENT SUMMARY FOR ANNUAL MEETING OF SHAREHOLDERS

TRUSTCO BANK CORP NY

PROXY STATEMENT SUMMARY

FOR

ANNUAL MEETING OF SHAREHOLDERS

MAY 20, 2021

Proxy Statement Summary

This summary provides an overview of selected information in this year’s Annual Meeting proxy statement. We encourage you to read the entire proxy statement carefully before voting.

Participating in the Annual Meeting of Shareholders

Time and Date: 10:00 AM Eastern time, Thursday, May ~~19, 2016~~20, 2021

Place: Virtual format via webcast at www.virtualshareholdermeeting.com/TRST2021

Record Date: Shareholders as of the close of business on March 22, 2021 are entitled to vote

How to Vote: Shareholders as of the record date are entitled to vote and may do so during the webcast at the time of the annual meeting

You may also vote by:

voting your shares over the internet by going to www.proxyvote.com and using the instructions found in the Notice that will be mailed to shareholders on or about April 1, 2021

voting your shares by telephone at 1-800-579-1639 within the United States, U.S. territories or Canada using a touch-tone phone and following the recorded instructions

marking, signing, dating and mailing your proxy in the postage-paid envelope provided with the proxy statement and returning it before the meeting date

Attending and Voting: Shareholders will be able to attend the meeting online, vote shares electronically, and submit questions before or during the meeting by visiting www.virtualshareholdermeeting.com/TRST2021 and entering the control number included on the notice, proxy card or voting instruction form provided. Shareholders may vote their shares without participating in the virtual meeting using the methods above. Shareholders may log in to the meeting platform beginning at 9:45 Eastern time on May 20, 2021. If a shareholder does not have a control number, the shareholder may attend the meeting as a guest by logging in to the same virtual meeting platform and following the instructions on the website for guest access. Individuals participating as guests will not be able to vote or ask questions. Technical support with connecting to the meeting will be available at 844-986-0822.

This proxy statement and the enclosed form of proxy were first mailed to shareholders on or about April 1, 2021.

Proposals to be Voted on by Shareholders

Proposal		Board Recommendation	Page Reference
1.	Election of Directors Named in This Proxy Statement	FOR (all nominees)	6
2.	Advisory Vote on Executive Compensation	FOR	12
3.	Approval of a Reverse Stock Split of TrustCo’s Common Stock at a Ratio of 1 for 5 and an Amendment to TrustCo’s Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of the TrustCo Common Stock at a Ratio of 1 for 5 and a Corresponding Proportionate Reduction in TrustCo’s Authorized Common Stock	FOR	13
4.	Ratification of the Appointment of the Independent Registered Public Accounting Firm	FOR	20

TrustCo Bank Corp NY 2021 Proxy Statement

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PROXY STATEMENT SUMMARY FOR ANNUAL MEETING OF SHAREHOLDERS

This proxy statement is furnished in connection with the solicitation by the board of directors of TrustCo Bank Corp NY (also referred to as “TrustCo” or the “Company”) of proxies to be voted at TrustCo’s Annual Meeting of ~~Shareholders. The~~Shareholders and to transact any other business that may properly come before the meeting.

Board of Directors Snapshot

A key priority of our board of directors is to ensure that it is comprised of directors who bring diverse perspectives, experience, and backgrounds to represent effectively the long-term interests of our shareholders. In August 2020, we elected two new directors to our board, Kimberly A. Russell and Frank B. Silverman, bringing industry experience, insights, new perspectives, and diversity that complement the attributes, skills, and experience of the current board members.

In Proposal One, our shareholders are asked to vote on the election of the individuals nominated by our board of directors and named in this proxy statement. At the 2019 Annual Meeting, a proposal to declassify our board of directors passed, and we also amended our Certificate of Incorporation and Bylaws to provide that directors will be ~~held~~elected by a majority of votes cast. Also, our board adopted a director resignation policy for board members or nominees who do not receive a majority vote. The annual election of directors is being phased in over a 3-year period that began in 2020, with all directors up for election for a one-year term commencing in 2022.

The table below sets forth basic information concerning each nominee individually and highlights certain attributes of our nominees collectively.

Name	Age	Director Since	Independent?
Lisa M. Lucarelli	57	2017	Yes
Thomas O. Maggs	76	2005	Yes
Anthony J. Marinello, M.D., Ph.D.	65	1995	Yes
Robert J. McCormick ⁽¹⁾	57	2005	No
Kimberly A. Russell ⁽²⁾	52	2020	Yes
Frank B. Silverman ⁽²⁾	49	2020	Yes
Dennis A. DeGennaro ⁽³⁾	76	2009	Yes
Brian C. Flynn	70	2016	Yes

(1)	Mr. McCormick serves as President, CEO, and Chairman of the Board.

(2)	Ms. Russell and Mr. Silverman were appointed to the board in August 2020.

(3)	Mr. DeGennaro serves as Lead Independent Director.

Corporate Governance Highlights

At the 2019 Annual Meeting, our shareholders approved proposals to declassify the board of directors and provide that uncontested director elections require a majority of the votes cast to elect a director. Our commitment to good corporate governance is further illustrated by the following practices:

✔	Board independence (7 out of 8 currently serving directors are independent)

✔	Diversity of board skills and experience

✔	Lead independent director with robust duties

✔	Robust stock ownership guidelines for directors and executive officers

✔	Clawback policy for Executive Officer compensation

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PROXY STATEMENT SUMMARY FOR ANNUAL MEETING OF SHAREHOLDERS

✔	All directors attended greater than 75% of all 2020 board and committee meetings that they were eligible to attend

✔	Majority voting with director resignation policy for uncontested elections

✔	Declassification of the board with all directors up for election in 2022

✔	Year-round shareholder outreach program

✔	Ongoing Director training and education

✔	Annual board and committee evaluations

✔	Board risk oversight and assessment

Environmental, Social and Governance

We are increasingly focused on key environmental, social and governance (ESG) risks and on providing transparency around our ESG efforts and committed to implementing or continuing our initiatives and investment in human capital management, climate change, information security and data privacy, financial access, and community outreach efforts. In December 2020, we formally established board oversight by selecting the Nominating and Corporate Governance Committee to oversee our ESG risk management efforts on a quarterly basis. For more information on our focus and enhancement of our ESG efforts, please visit the Corporate Sustainability section of our company website at ~~4:00 pm local time~~www.trustcobank.com/corporate-sustainability.

COVID-19 Response

In response to the COVID-19 pandemic, we focused on ~~Thursday, May 19, 2016, at Mallozzi’s Restaurant~~the safety of our employees and ~~Banquet House, 1930 Curry Road, Rotterdam, New York 12303. This~~customers, while ensuring that we sustained business operations in a safe and sound fashion. These efforts included remote work when possible, relocation of internal department staff to separate team members responsible for critical functions, and reorganization of work spaces to permit physical distancing. For our employees, glass barriers have been installed as needed and large internal meetings have shifted to video platforms to avoid congregation of groups of people. For our customers, we installed barriers in our branches, posted physical distancing markers, and developed protocols for sanitizing public spaces. We also developed a program through which mortgage loans were closed remotely utilizing a video platform and emergency legal processes authorized due to the pandemic. Rigorous cleaning protocols have been established for all facilities and public health guidelines have been fully implemented. We also developed a relief program that included deferral of payments and interest on loans and low-rate, small-dollar loans for affected consumers. As described elsewhere in this proxy statement, almost entirely, borrowers who took advantage of payment deferrals have returned to payment-as-agreed status within the terms contemplated by their deferrals.

Shareholder Engagement and Responsiveness

In 2020, TrustCo continued to reach out to its large investors representing approximately 55.6% of its outstanding shares. Through that outreach, TrustCo had conversations with investors representing approximately 20% of the outstanding shares. We also engaged with one of the major proxy advisory firms. Our COVID-19 response was a significant topic of discussion. In addition, we had meaningful dialog on ESG-related matters, corporate sustainability, and diversity, equity, and inclusion. In response to the input received and discussions among management and the ~~enclosed form~~Board over the past several years, 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 ~~proxy were first mailed~~its executive officers. 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 to the Company’s governance described herein and the disclosures made regarding corporate sustainability on the Company’s web site demonstrate TrustCo’s commitment to such matters.

Compensation Philosophy and Practices

We seek to provide an executive compensation program that is consistent with promoting sound risk management and long-term value creation for our shareholders. Our executive compensation program is designed to promote the following compensation objectives:

Encourage and reward the achievement of our short-term and long-term financial and strategic objectives,

Align executive interests with the interests of our shareholders to ensure their focus on long-term return to shareholders onand consideration of risk management, and

Provide a comprehensive compensation program that fosters the retention of current executive officers and serves to attract new highly-talented, results-driven executives as the need may arise.

TrustCo Bank Corp NY 2021 Proxy Statement

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PROXY STATEMENT SUMMARY FOR ANNUAL MEETING OF SHAREHOLDERS

At our 2020 annual shareholders meeting, shareholders representing 95.10% of the votes cast supported the “say-on-pay” vote.

	What We Do
	✔			Tie executive pay to corporate performance
	✔			Provide for more than one metric for vesting under our performance share awards
	✔			Establish separate metrics for our short-term and long-term incentives plan designs to evaluate performance
	✔			Use balanced performance metrics which consider both the Company’s absolute performance and its relative performance versus peers
	✔			Maintain a robust clawback policy covering all executive officer incentive-based awards for material restatement and material fraud or misconduct
	✔			Require stock ownership and retention guidelines for executive officers and directors
	✔			Engage with shareholders to promote transparency, improve accountability, and provide investors with a meaningful voice relating to our corporate governance practices

	What We Don’t Do
	✘			We do not grant multi-year guaranteed incentive awards for executive officers
	✘			We no longer provide for “single-trigger” accelerated vesting of equity-based awards upon a change in control
	✘			We do not allow for excise tax “gross-ups” upon a change in control in employment agreements entered into since 2013
	✘			We do not permit our executive officers and directors to hedge or pledge Company securities
	✘			We do not allow for discounting, reloading, or re-pricing of stock options without shareholder approval

Information about ~~April 1, 2016.~~

~~The record date for~~ the Annual Meeting ~~is March 21, 2016.~~

Only shareholders of record at the close of business on March ~~21, 2016~~22, 2021 are entitled to notice of and to vote at the Annual Meeting. Shareholders of record on that date are entitled to one vote for each share of TrustCo common stock they hold. TrustCo’s common stock is the only class of its equity securities outstanding. As of March ~~1, 2016,~~22, 2021, there were ~~95,368,575~~96,441,475 shares of common stock outstanding.

The Annual Meeting will be held if a majority of the outstanding shares of TrustCo’s common stock, constituting a quorum, is represented at the meeting. If shareholders return a properly executed proxy card or otherwise properly vote, their shares will be counted for purposes of determining a quorum at the meeting, even if they abstain from voting. Abstentions and broker non-votes count as shares present at the Annual Meeting for purposes of determining a quorum. If a shareholder owns shares in “street name” through a bank or broker, the shareholder may instruct his or her bank or broker how to vote the ~~shares.~~shares using the instructions provided by the bank or broker. A “broker non-vote” occurs when a shareholder who owns shares through a bank or broker fails to provide the bank or broker with voting instructions and ~~either~~ the bank or broker does not have the discretionary authority to vote the shares on a particular ~~proposal or the bank or broker otherwise fails to vote the shares.~~

proposal.

Under the rules of the NASDAQ Stock Market and the New York Stock Exchange, brokers do not have discretionary authority to vote shares on proposals that are not “routine.” Of the proposals to be considered at the Annual Meeting, only Proposal ~~1 (Election of Directors), and Proposal 2~~3 (Approval of a ~~Nonbinding Advisory Resolution on the Compensation~~Reverse Stock Split of TrustCo’s ~~Named Executive Officers)~~Common Stock at a Ratio of 1 for 5 and an Amendment to TrustCo’s Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of the TrustCo Common Stock at a Ratio of 1 for 5 and a Corresponding Proportionate Reduction in TrustCo’s Authorized Common Stock) and Proposal 4 (Ratification of the Appointment of Crowe LLP as TrustCo’s Independent Auditors) are considered routine matters, so the bank or broker will have discretionary authority to vote shares held in street name on these items. None of the other proposals would ~~not~~ be considered routine matters under the NASDAQ Stock Market and New York Stock Exchange rules, so brokers do not have discretionary authority to vote shares held in street name on those proposals. If a shareholder wishes for his or her shares to be voted on these matters, the shareholder must provide his or her broker with voting instructions. Proposal 3 (Ratification of the Appointment of Crowe Horwath LLP as TrustCo’s Independent Auditors) is considered a routine matter, so the bank or broker will have discretionary authority to vote shares held in street name on this item.

All shares of TrustCo’s common stock represented at the Annual Meeting by properly executed proxies will be voted according to the instructions ~~indicated on the proxy card. If~~indicated. Except with respect to Proposal 4, if shareholders of record return a signed proxy card but fail to instruct how the shares registered in their names

must be voted or otherwise vote without marking voting selections, the shares will be voted as recommended by TrustCo’s board of directors. With respect to Proposal 3, abstentions will have the same effect as a vote against the proposal.

TrustCo Bank Corp NY 2021 Proxy Statement

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PROXY STATEMENT SUMMARY FOR ANNUAL MEETING OF SHAREHOLDERS

The board of directors recommends that shareholders vote:

“~~FOR” each~~FOR” the election of the nominees for director,

“~~FOR”~~FOR” the approval of the nonbinding advisory resolution approving the compensation of TrustCo’s named executive officers,

“FOR” the approval of a reverse stock split of TrustCo’s common stock at a ratio of 1 for 5 and

an amendment to TrustCo’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the TrustCo common stock at a ratio of 1 for 5 and a corresponding proportionate reduction in TrustCo’s authorized common stock, and

“~~FOR”~~FOR” ratification of the appointment of Crowe ~~Horwath~~ LLP as TrustCo’s ~~Independent Auditors.~~

independent auditors.

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. TrustCo does not know of any other matters to be presented at the Annual Meeting.

Any shareholder executing a proxy solicited under this proxy statement has the power to revoke it by giving written notice to the Corporate Secretary of TrustCo at its main office address or atduring the meeting of shareholders at any time prior to the exercise of the proxy.

TrustCo will solicit proxies primarily by mail, although proxies also may be solicited by directors, officers, and employees of TrustCo or TrustCo’s wholly-owned subsidiary, Trustco Bank. These persons may solicit proxies personally or by telephone, and they will receive no additional compensation for such services. TrustCo ~~also~~ has retained ~~Regan & Associates, Inc.~~Alliance Advisors, LLC to aid in the solicitation of proxies for a solicitation fee of ~~$12,500~~$11,500, plus ~~expenses and a delivery fee of $2,250.~~expenses. The entire cost of this solicitation will be paid by TrustCo.

Preliminary voting results will be announced during the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

TrustCo Bank Corp NY 2021 Proxy Statement

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THE ANNUAL MEETING – PROPOSAL ONE

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~~

At the 2019 Annual Meeting, isour shareholders approved proposals to declassify the board of directors and have all directors elected annually. The annual election of ~~two~~ directors ~~to serve on~~is being phased in over a 3-year period that began in 2020 with each newly-elected director’s term now expiring after one year and with all directors up for election in 2022. Therefore, the ~~TrustCo board of directors. The~~ nominees for election as ~~directors~~director at the 2021 Annual Meeting will be for ~~three-year terms~~a one-year term expiring at TrustCo’s 2022 annual meeting. Beginning with the 2022 annual meeting of shareholders, the entire board of directors will be elected annually. The board of directors has also adopted a Director Resignation Policy to address the situation in which a nominee for the board does not receive a majority of the votes cast. Under the Director Resignation Policy, which became effective after the 2019 Annual Meeting, ~~are Dennis A. De Gennaro and Brian C. Flynn. Each~~by accepting a nomination to stand for election or re-election as a director of ~~the nominees is~~TrustCo, or an ~~incumbent~~appointment as a TrustCo director ~~although Mr. Flynn was appointed by the board of directors~~ to fill a vacancy or new directorship, each candidate, nominee, or appointee will agree that if, in an uncontested election, he or she does not receive a majority of the votes cast in favor or his or her election, the director must promptly tender a written offer of resignation. Upon receipt of the offer of resignation, TrustCo’s Nominating and ~~joined~~Corporate Governance Committee must promptly consider the offer and recommend to the full board whether to accept the resignation or reject it. The board must act on ~~February 16, 2016. Each nominee was approved by~~the committee’s recommendation not later than the next regularly scheduled board meeting after receipt of the recommendation. TrustCo’s ~~board of directors.~~

~~TrustCo’s~~Amended and Restated Certificate of Incorporation (as amended to date, the “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, ~~TrustCo and Trustco Bank have eight directors. The term~~the board of ~~Robert A. McCormick, the former chairman, president, and chief executive officer~~each of TrustCo and Trustco Bank ~~will expire~~is fixed at eight members.

The first item to be acted upon at the Annual

Meeting ~~and, as announced by~~is the election or reelection of six directors to serve on the TrustCo ~~on February 18, 2016, Mr. McCormick has decided to retire from the~~ board of directors, ~~at that time rather than seek a new term. The board of directors has decided not to immediately fill~~as described in the ~~vacancy~~table above on the board that will be created upon Mr. McCormick’s retirement and to reduce the size of the board until such time, if any, that the board decides to add a new director. Accordingly, effective upon the close of the Annual Meeting and Mr. McCormick’s retirement, the board will be fixed at seven members.

page 2. The pages that follow set forth information regarding ~~TrustCo’s~~the TrustCo 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~~provided. Properly executed proxies that do not contain voting instructions will be voted “FOR” the election of ~~TrustCo’s nominees.~~the TrustCo nominee. If any ~~such nominee~~of our nominees 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~~have consented to being named in this proxy statement and to serve if elected.

TrustCo Bank Corp NY 2021 Proxy Statement

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THE ANNUAL MEETING – PROPOSAL ONE

Information on TrustCo Directors and Nominees

Nominees for Election as TrustCo Director

for a One Year Term to Expire in 2022

	Name and Principal Occupation⁽¹⁾
	Lisa M. Lucarelli, Age 57, Director of TrustCo and Trustco Bank since 2017. Owner of LMKD Properties, LLC, a property management firm, from 2003 to present. Ms. Lucarelli contributes her experience in the area of residential real estate, as an entrepreneur operating a successful business enterprise, and her skills for developing and evaluating business strategies.
	Thomas O. Maggs, Age 76, President, Risk Strategies, Inc., an insurance agency, from 2018 to present. President, Maggs & Associates, The Business Insurance Brokers, Inc., an insurance broker, 1987 to 2018. Director of TrustCo and Trustco Bank from 2005 to present. Chair of the board of directors of TrustCo and Trustco Bank for 2015. Mr. Maggs contributes his experience as an entrepreneur operating a successful business enterprise and his skills for developing and evaluating business strategies.
	Anthony J. Marinello, M.D., Ph.D., Age 65, Physician, Chief Medical Officer, Capital District Physicians Health Plan, January 2020 to present; Vice President, Primary Care Services of Capital District Physicians Health Plan from 2018 to 2019. Previously a physician in private practice. Director of TrustCo and Trustco Bank from 1995 to present. Chair of the board of directors of TrustCo and Trustco Bank for 2013. Dr. Marinello contributes his experience as an entrepreneur operating a successful medical practice, an officer of a health insurance company, and his skills for developing and evaluating business strategies.
	Robert J. McCormick, Age 57, President and Chief Executive Officer of TrustCo from 2004 to present, Chair 2009 to 2010 and 2019 to present, executive officer of TrustCo from 2001 to present and Chief Executive Officer of Trustco Bank from 2002 to present. Director of TrustCo and Trustco Bank from 2005 to present. Joined Trustco Bank in 1995. Mr. McCormick contributes his skills and knowledge obtained from being the chief executive officer of the Company and Trustco Bank.
	Kimberly A. Russell, Age 52, President and COO of Frank Adams Jewelers, Inc. from 2007 to present, a premier retailer and jewelry design firm located in Albany, New York. Ms. Russell began her career at Frank Adams Jewelers in 1991. Ms. Russell brings to the board valuable experience and background in the retail sector, branding, and image development.
	Frank B. Silverman, Age 49, managing member of Vision Development and Management, Inc., a real estate development firm, from 2005 to present. Owner of Silverman Consulting, a small business development firm, from 2005 to present. Executive Director, Martial Arts Industry Association from 2001 to present. Owner of Central Florida Championship Karate from 1991 to present. Mr. Silverman brings to the board experience as an entrepreneur and substantial roots in the Orlando real estate market and central Florida community. He adds depth and geographic diversity to the board’s existing expertise in real estate development, retail business enterprises, and Trustco Bank’s core business of residential mortgage lending.

(1)	Directors of TrustCo Bank Corp NY are also directors of Trustco Bank. No director of TrustCo serves on another public company board.

Vote Required and Recommendation

The nominees for election to the TrustCo board must receive the affirmative vote of a majority of the votes cast by the holders of common stock represented at the Annual Meeting directly or by proxy, which means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against.” Abstentions and shares not voted by brokers and other entities holding shares on behalf of beneficial owners are not treated as votes cast on the proposal and, therefore, will have no effect on this proposal. Dissenters’ rights are not available to shareholders who object to the proposal. If elected, a nominee would serve for one year until the 2022 Annual Meeting of Shareholders. Each director will hold office until his or her successor has been duly elected and qualified or until the director’s earlier resignation, removal, or death. If a director nominee fails to receive an affirmative majority of the votes cast, the board of directors ~~has no reason to believe that~~will implement TrustCo’s Director Resignation Policy (if the nominee was an existing member of the board) and may take any ~~nominee will decline~~appropriate actions within the board’s powers, such as decreasing the number of directors 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, 2015 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.

filling a vacancy.

THE TRUSTCO BOARD RECOMMENDS THAT TRUSTCO SHAREHOLDERS VOTE “~~INFORMATION ON~~FOR” THE ELECTION OF THE TRUSTCO DIRECTOR NOMINEES AS TRUSTCO DIRECTORS, ~~AND NOMINEES~~

~~NOMINEES FOR ELECTION AS~~WHICH IS ITEM 1 ON THE TRUSTCO ~~DIRECTORS~~⁽¹⁾ ~~FOR~~

~~THREE-YEAR TERMS TO EXPIRE IN 2019~~

PROXY CARD.

TrustCo Bank Corp NY 2021 Proxy Statement

TABLE OF CONTENTS

THE ANNUAL MEETING – PROPOSAL ONE

Other TrustCo Directors


		~~Shares of TrustCo Common~~ ~~Stock Beneficially Owned~~
Name and Principal Occupation⁽²⁾⁽¹⁾		~~No. of Shares~~ ⁽³⁾			~~Percent of Class~~
	Dennis A. ~~De Gennaro~~DeGennaro, Age ~~71,~~76, President and Chief Executive Officer, Camelot Associates Corp. ~~(commercial~~, a commercial and residential home builder and ~~developer). Current Chairman~~developer. Lead Independent Director of the ~~Board~~board of ~~Directors~~directors of TrustCo and Trustco Bank. Director of TrustCo and Trustco Bank from ~~2009-present.~~2009 to present. Chair 2016 to 2018. Mr. ~~De Gennaro~~DeGennaro is highly knowledgeable about commercial and residential real estate in the ~~Capitol~~Capital Region of New York and contributes his ~~organization~~organizational skills and experience from operating a successful business enterprise.		~~94,867~~	⁽⁴⁾		*

*	~~Less than 1%~~

~~See footnotes on page 7.~~


	~~Shares of TrustCo Common~~ ~~Stock Beneficially Owned~~
~~Name and Principal Occupation~~⁽²⁾	~~No. of Shares~~ ⁽³⁾			~~Percent of Class~~

Brian C. Flynn, Age ~~65,~~70, Consultant and Certified Public Accountant (NY). Director of TrustCo and Trustco Bank since 2016. Former partner of KPMG LLP (retired 2010) where he was employed for approximately 30 years. Mr. Flynn served in KPMG’s banking and finance practice area where his specialties included providing tax services to community banks, thrift institutions, and real estate developers/ operators. Since his retirement in 2010, he has served as a technical tax consultant to a community bank trade group. Mr. Flynn brings to the board extensive tax, accounting, and financial reporting expertise in the financial services industry. Mr. Flynn has been designated an audit committee financial expert.		~~1,000~~	⁽⁵⁾		*

~~OTHER TRUSTCO DIRECTORS~~⁽¹⁾

(1)

~~Shares~~Directors of TrustCo ~~Common~~

~~Stock Beneficially Owned~~

Bank Corp NY are also directors of Trustco Bank.

Information on TrustCo Executive Officers


Kevin M. Curley~~Name~~, Age 54, Executive Vice President and ~~Principal Occupation~~⁽²⁾	~~No. of Shares~~ ⁽³⁾			~~Percent of Class~~
~~Thomas O. Maggs,~~ ~~Age 71,~~Chief Operations Officer, TrustCo and Trustco Bank from 2018 to present. Senior Vice President ~~Maggs & Associates, The Business Insurance Brokers, Inc. (insurance broker). Director~~ of TrustCo and Trustco Bank from 2005-present. Chairman of the Board of Directors of TrustCo and Trustco Bank for 2015. Mr. Maggs contributes his experience as an entrepreneur operating a successful business enterprise and his skills for developing and evaluating business strategies.		~~82,908~~	⁽⁶⁾		*

~~Anthony J. Marinello, M.D., Ph.D.,~~ ~~Age 60, Physician. Director~~2011 to 2018. Administrative Vice President of TrustCo and Trustco Bank from 1995-present. Chairman of the Board of Directors of TrustCo and Trustco Bank for 2013. Dr. Marinello contributes his experience as an entrepreneur operating a successful medical practice and his skills for developing and evaluating business strategies.		~~89,195~~	⁽⁷⁾		*

*	~~Less than 1%~~

~~See footnotes on page 7.~~


		~~Shares of TrustCo Common~~ ~~Stock Beneficially Owned~~
~~Name and Principal Occupation~~⁽²⁾		~~No. of Shares~~ ⁽³⁾				~~Percent of Class~~
~~Robert A. McCormick,~~ ~~Age 79, Chairman of TrustCo and Trustco Bank 2001-2008. Chairman, President & Chief~~2004 to 2011. Executive Officer of TrustCo and Trustco Bank ~~1984-2002. Director~~from 2017 to present. Joined Trustco Bank in 1990.
	Michael Hall, Age 55, General Counsel and Corporate Secretary of TrustCo and Trustco Bank from 1980-present. Mr. McCormick retired as an executive officer of TrustCo and Trustco Bank as of November 1, 2002. Mr. McCormick, who has been associated with TrustCo for more than 30 years and has vast experience with all aspects of its operations, will retire from the board of directors upon completion of the Annual Meeting. Robert A. McCormick is the father of Robert J. McCormick.			~~782,075~~	⁽⁸⁾			*

~~Robert J. McCormick,~~ ~~Age 52,~~2018 to present. Vice President and Chief Executive Officer of TrustCo since January 2004, Chairman 2009 and 2010, executive officer of TrustCo from 2001-present and Chief Executive Officer of Trustco Bank from November 2002-present. DirectorCounsel of TrustCo and Trustco Bank from 2005-present. Joined Trustco Bank in 1995. Mr. McCormick contributes his skills and knowledge obtained from being the chief executive officer of the Company and Trustco Bank. Robert J. McCormick is the son of Robert A. McCormick.			~~2,376,933~~	⁽⁹⁾			~~2.50~~

~~William D. Powers,~~ Age 74, Consultant, Chairman of the Board of Directors of TrustCo and Trustco Bank for 2012. Director of TrustCo and Trustco Bank from 1995-present. Mr. Powers contributes his experience as an entrepreneur operating a successful business enterprise and his skills for developing and evaluating business strategies.			~~131,651~~	⁽¹⁰⁾			*

~~William J. Purdy~~, Age 81, President, Welbourne & Purdy Realty, Inc. Director of TrustCo and Trustco Bank from 1991-present. Chairman of the Board of Directors of TrustCo and Trustco Bank for 2011. Mr. Purdy contributes has knowledge regarding commercial and residential real estate, his experience as an entrepreneur operating a successful business enterprise, and his skills for developing and evaluating business strategies.			~~83,698~~	⁽¹¹⁾			*

*	~~Less than 1%~~

~~See footnotes on page 7.~~

~~INFORMATION ON TRUSTCO EXECUTIVE OFFICERS~~


		~~Shares of TrustCo Common~~ ~~Stock Beneficially Owned~~
~~Name and Principal Occupation~~		~~No. of Shares~~ ⁽³⁾				~~Percent of Class~~
~~Robert T. Cushing,~~ Age 60, Executive Vice President and Chief Operating Officer of TrustCo and Trustco Bank from December 16, 2014-present. Executive Vice President and Chief Financial Officer of TrustCo from January 2004-December 16, 2014, President, Chief Executive Officer and Chief Financial Officer of TrustCo from November 2002-December 2003. Executive officer of TrustCo and Trustco Bank from 1994-present. Joined TrustCo and Trustco Bank in 1994.			~~790,294~~	⁽¹²⁾			*

~~Robert M. Leonard,~~ ~~Age 53, Secretary of TrustCo and Trustco Bank 2003-2006 and 2009-present.~~2015 to 2018. Assistant Secretary of TrustCo and Trustco Bank ~~2006-2009.~~for 2016. Executive Officer and Secretary of TrustCo and Trustco Bank from 2017 to present. Attorney with McNamee, Lochner, Titus & William, P.C. from 1992 to 2015. Joined TrustCo and Trustco Bank in 2015.
	Robert M. Leonard, Age 58, Executive Vice President of TrustCo and Trustco Bank from ~~2013-present.~~2013 to present. Chief Risk Officer TrustCo and Trustco Bank from 2016 to present. Senior Vice President of TrustCo and Trustco Bank from ~~2010-2013.~~2010 to 2013. Administrative Vice President of TrustCo and Trustco Bank ~~2004-2009. Executive officer~~from 2004 to 2009. Secretary of TrustCo and Trustco Bank from ~~2003-present.~~2003 to 2006 and 2009 to 2016. Assistant Secretary of TrustCo and Trustco Bank from 2006 to 2009. Executive Officer of TrustCo and Trustco Bank from 2003 to present. Joined Trustco Bank in 1986.			~~123,770~~	⁽¹³⁾			*

Michael M. Ozimek, Age ~~41,~~46, Executive Vice President and Chief Financial Officer, TrustCo and Trustco Bank from 2018 to present. Senior Vice President and Chief Financial Officer of TrustCo and Trustco Bank from ~~December 2014-present,~~2014 to 2018. Administrative Vice President of Trustco Bank from ~~2010-2014.~~2010 to 2014. Executive ~~officer~~Officer of TrustCo and Trustco Bank from ~~2014-present.~~2014 to present. Joined TrustCo and Trustco Bank in 2002.			~~36,457~~	⁽¹⁴⁾			*

Scot R. Salvador, Age ~~49,~~54, Executive Vice President and Chief ~~Banking~~Lending Officer of TrustCo and Trustco Bank from ~~January 2004-present.~~2004 to present. Executive ~~officer~~Officer of TrustCo and Trustco Bank from ~~2004-present.~~2004 to present. Joined Trustco Bank in 1995.			~~444,893~~	⁽¹⁵⁾			*

Eric W. Schreck, Age ~~49,~~54, Executive Vice President and Florida Regional President of Trustco Bank from 2021 to present. Senior Vice President and Florida Regional President of Trustco Bank from ~~2009-present.~~2009 to 2020. Treasurer of TrustCo from ~~2010-present.~~2010 to present. Executive ~~officer~~Officer of TrustCo and Trustco Bank from ~~2010-present.~~2010 to present. Joined Trustco Bank in 1989.			~~112,357~~	⁽¹⁶⁾			*

*	~~Less than 1%~~

~~See footnotes on page 7-8.~~


	~~Shares of TrustCo Common~~ ~~Stock Beneficially Owned~~
~~Name and Principal Occupation~~	~~No. of Shares~~ ⁽³⁾			~~Percent of Class~~

~~Sharon J. Parvis~~, Age 65, Assistant Secretary of TrustCo and Trustco Bank from 2005-present, Vice President of Trustco Bank from 1996-present. Executive officer of TrustCo and Trustco Bank from 2005-present. Joined Trustco Bank in 1987.		~~27,522~~	⁽¹⁷⁾		*

~~Thomas M. Poitras~~, Age 53, Assistant Secretary of TrustCo and Trustco Bank 2003-2006 and 2009-present. Secretary of TrustCo and Trustco Bank 2006-2009, Vice President of Trustco Bank from 2001-present. Executive officer of TrustCo and Trustco Bank from 2005-present. Joined Trustco Bank in 1986.		~~68,191~~	⁽¹⁸⁾		*

*	~~Less than 1%~~

~~TRUSTCO DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS AS A GROUP (15 INDIVIDUALS) BENEFICIALLY OWN 5,245,811 SHARES OF COMMON STOCK, WHICH REPRESENTS 5.51% OF THE OUTSTANDING SHARES.~~

~~Footnotes:~~

⁽¹⁾	~~Directors of TrustCo Bank Corp NY are also directors of Trustco Bank.~~

⁽²⁾	~~Each of the directors has held, or retired from, the same position or another executive position with the same employer during the past five years.~~

⁽³⁾	~~Based on 95,262,223 shares issued and outstanding as of December 31, 2015. Beneficial ownership of less that 1% is denoted by an asterisk.~~

⁽⁴⁾	~~Voting or investment power shared by Mr. De Gennaro’s spouse or other immediate family members as to 94,867 shares. Also includes currently exercisable options to acquire 2,000 shares.~~

⁽⁵⁾	~~Voting or investment power as to all shares shared by Mr. Flynn’s spouse.~~

⁽⁶⁾	~~Voting or investment power shared by Mr. Maggs’ immediate family members as to 20,156 shares. Includes for Mr. Maggs currently exercisable options to acquire 6,000 shares.~~

⁽⁷⁾	~~Voting or investment power shared by Dr. Marinello’s spouse or other immediate family members as to 89,195 shares. Also includes currently exercisable options to acquire 6,000 shares.~~

⁽⁸⁾	~~Voting or investment power shared by Mr. McCormick’s spouse as to 69,994 shares. Also includes currently exercisable options to acquire 6,000 shares.~~

⁽⁹⁾	Includes for Mr. McCormick 603,859 shares in trust at Trustco Bank for which he is co-trustee, and 379,217 shares that are held by Trustco Bank as a co-trustee of trusts for the benefit of Mr. McCormick or his family. Also includes currently exercisable options to acquire 563,800 shares.

⁽¹⁰⁾	~~Voting or investment power shared by Mr. Powers’ spouse or other immediate family members as to 125,651 shares. Also includes currently exercisable options to acquire 6,000 shares.~~

⁽¹¹⁾	~~Includes for Mr. Purdy currently exercisable options to acquire 6,000 shares.~~

⁽¹²⁾	~~Includes for Mr. Cushing currently exercisable options to acquire 282,700 shares.~~

⁽¹³⁾	~~Voting or investment power shared by Mr. Leonard’s spouse or other immediate family members as to 19,722 shares. Also includes currently exercisable options to acquire 56,200 shares.~~

~~See footnotes on page 8.~~

⁽¹⁴⁾	~~Includes for Mr. Ozimek currently exercisable options to acquire 29,550 shares.~~

⁽¹⁵⁾	~~Includes for Mr. Salvador currently exercisable options to acquire 313,271 shares.~~

⁽¹⁶⁾	~~Voting or investment power shared by Mr. Schreck’s spouse or other immediate family members as to 6,992 shares. Also includes currently exercisable options to acquire 29,550 shares.~~

⁽¹⁷⁾	~~Includes for Ms. Parvis currently exercisable options to acquire 25,850 shares.~~

⁽¹⁸⁾	~~Voting or investment power shared by Mr. Poitras’ spouse as to 2,394 shares. Also includes currently exercisable options to acquire 29,250 shares.~~

Board Meetings and Committees

TrustCo’s full board held ~~ten~~11 meetings during ~~2015.~~2020. All of the directors, except for Robert ~~A. McCormick and Robert~~ J. McCormick, ~~would be~~are considered to be “independent directors” under the listing ~~qualifications~~qualification rules for companies such as TrustCo, whose shares are traded on The NASDAQ Stock Market.

In reaching the determination that Mr. Silverman is independent under the Nasdaq listing qualification rules, the board considered (a) the leases between Trustco Bank and lessor entities associated with Mr. Silverman in his capacity as (i) managing member and 100% owner of Leesburg Development 2, LLC, and (ii) 49.5% owner of each of five other lessor entities (the “partially owned lessors”), and (b) various banking arrangements, as described in more detail under the heading “Transactions with Trustco and Trustco Bank Directors, Executive Officers, and Associates.” The board determined that these relationships and transactions do not bar Mr. Silverman from being considered independent under Nasdaq rules and that they would not interfere with Mr. Silverman’s exercise of independent judgment in carrying out the responsibilities of a director.

TrustCo’s independent directors met in executive session ~~twice~~two times during ~~2015. All directors fully attended~~2020, with all ~~board meetings (except one board member missed one meeting) and all~~of the independent directors ~~fully attended both~~attending all executive ~~session meetings during 2015.~~sessions of the board that they were eligible to attend. Board executive sessions are chaired by Lead Independent Director DeGennaro.

TrustCo Bank Corp NY 2021 Proxy Statement

TABLE OF CONTENTS

THE ANNUAL MEETING – PROPOSAL ONE

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

link. The composition of each committee is set forth below.

Dennis A DeGennaro

✔

Brian C. Flynn

✔

Lisa M. Lucarelli

✔

Thomas O. Maggs

✔

Anthony J. Marinello, M.D., Ph.D.

✔

Robert J. McCormick

✔

Kimberly Adams Russell

✔

Frank B. Silverman

✔

The Nominating and Corporate Governance Committee held ~~seven~~8 meetings in ~~2015.~~2020. The directors currently serving on the Nominating and Corporate Governance Committee are ~~Dr. Anthony J. Marinello (Chairman)~~Lisa M. Lucarelli (Chair), Dennis A. ~~De Gennaro,~~DeGennaro, Brian C. Flynn, Thomas O. Maggs, ~~William D. Powers,~~Dr. Anthony J. Marinello, Kimberly A. Russell, and ~~William J. Purdy.~~Frank B. Silverman. 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~~developing and annually ~~review~~reviewing governance guidelines applicable to the Company.

As of 2020, the Committee began receiving ESG risk management reporting on a quarterly basis.

TrustCo’s Audit Committee held ~~eleven~~12 meetings and 2 executive sessions in ~~2015.~~2020. The directors currently serving on the Audit Committee are ~~William D. Powers (Chairman)~~Brian C. Flynn (Chair), Dennis A. ~~De Gennaro, Brian C. Flynn,~~DeGennaro, Lisa M. Lucarelli, Thomas O. Maggs, Dr. Anthony J. Marinello, Kimberly A. Russell, and ~~William J. Purdy.~~Frank B. Silverman. 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~~statements. The Committee’s functions also include the review of TrustCo’s and Trustco Bank’s internal audit ~~procedures~~function 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 ~~six~~6 meetings in ~~2015.~~2020. The directors currently serving on the Compensation Committee are Thomas O. Maggs ~~(Chairman)~~(Chair), Dennis A. ~~De Gennaro,~~DeGennaro, Brian C. Flynn, Lisa M. Lucarelli, Dr. Anthony J. Marinello, ~~William D. Powers,~~Kimberly A. Russell, and ~~William J. Purdy.~~Frank B. Silverman. The

function of the Compensation Committee is to generally oversee the employee compensation and benefit policies, plans, and programs of TrustCo and Trustco ~~Bank, including the establishment, annual review~~Bank. The Committee’s responsibilities also include establishing, annually reviewing, and ~~approval of~~approving the compensation of the executive officers. In addition, the Compensation Committee is responsible for annually reviewing board compensation and 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 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 ~~six~~12 meetings in ~~2015.~~2020. 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 (Chair), Dennis A. DeGennaro, Brian C. Flynn, Lisa M. Lucarelli, Thomas O. Maggs, Kimberly A. Russell, and ~~William J. Purdy.~~Frank B. Silverman. The ~~function~~functions of the Compliance Committee isare 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”)~~federal banking agencies and other governmental authorities with jurisdiction over TrustCo orand Trustco ~~Bank,~~Bank.

The Fiduciary Committee held 4 meetings in 2020. 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, Kimberly A. Russell, and ~~any agreements, orders or directives~~Frank B. Silverman. The functions of the Fiduciary Committee are to assist the board of directors in fulfilling its responsibilities with respect to ~~such authorities, including~~ the ~~July 21, 2015 agreement between~~ Trustco Bank Financial Service Department regarding fiduciary, agency, and custodial activities; overseeing the ~~OCC.~~

~~The~~Financial Services Department in providing estate administration, trust administration, investment management services, and custodial services; advising the board of directors with respect to the adoption of ~~TrustCo created~~appropriate policies to be observed in offering such services; overseeing and enforcing sound risk management practices, and reporting to the board of directors on the activity of the Financial Services Department in the conduct of its business.

TrustCo Bank Corp NY 2021 Proxy Statement

TABLE OF CONTENTS

THE ANNUAL MEETING – PROPOSAL ONE

The Risk Committee held 6 meetings in ~~February 2016.~~2020. 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 (Chair), Dennis A. DeGennaro, Brian C. Flynn, Lisa M. Lucarelli, Thomas O. Maggs, Robert J. McCormick, Kimberly A. Russell, and ~~William D. Powers.~~Frank B. Silverman. The ~~function~~functions of the Risk Committee isare 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 during 2015 of the committees described above attended all meetings of each such committee. Although he is now a member of each committee, Mr. Flynn was not a~~

Compensation Committee Interlocks and Insider Participation

No member of the ~~board of directors~~Compensation Committee: (1) was an officer or employee of TrustCo or Trustco ~~Bank during 2015.~~

Bank; (2) was formerly an officer of TrustCo or Trustco Bank; or (3) had any relationship requiring disclosure by TrustCo under the Securities and Exchange Commission (“SEC”) rules governing disclosure of related party 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

Board ~~Leadership.~~~~The position~~Leadership

Director DeGennaro was elected as the Company’s first Lead Independent Director and took office as of ~~TrustCo’s chairman~~January 1, 2019. Upon the recommendation of the ~~board~~Nominating and ~~the office of its president and chief executive officer are held by different persons. The chairman of~~Corporate Governance Committee, the board ~~Dennis A. De Gennaro, is an independent director who has been a member of the board since 2009.~~reelected Mr. ~~De Gennaro became chairman in January 2016~~DeGennaro as Lead Independent Director effective April 1, 2021 to serve a term ending upon the earlier of ~~December 31, 2018~~March 30, 2022 or the date the board elects a ~~successor chairman.~~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. ~~De Gennaro is~~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 Audit Committee, the Compensation Committee, the Board Compliance Committee and the Risk Committee. Under TrustCo’s Corporate Governance Guidelines, the positions of chief executive officer and chairmanresults of the ~~board are separate~~board’s 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 for re-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 thecommittees’ 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 enhances board independence and oversight. More specifically, the board believes that separating the roles will allow 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 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.

self-evaluations.

Role in Risk ~~Oversight.~~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 information security risk, credit risk, interest rate risk, liquidity risk, operational risk, strategic risk, and reputational risk. TrustCo management is responsible for the day-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. In carrying out its responsibilities in this area, the board has delegated important duties to its committees. The ~~newly formed~~ Risk Committee ~~will have,~~has, as noted above, responsibility to oversee the management of the Company’s ~~Enterprise Risk Management~~enterprise risk management program and to ensure that risk, including information security 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. The ~~Trustco Bank~~ 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. The Nominating and Corporate Governance Committee oversees ESG-related risk management on a quarterly basis. Finally, the Compensation Committee has ~~the authority to conduct annual reviews of~~reviewed 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~~program is 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 reputational risk. The board monitors risk through reports received on a periodic basis from management, and the board annually approves the Company’s business continuity plan as well as its insurance program.

TrustCo Bank Corp NY 2021 Proxy Statement

TABLE OF CONTENTS

THE ANNUAL MEETING – PROPOSAL ONE

Director Nominations

~~Each of the~~

The nominees standing for election at the Annual Meeting ~~was~~were 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 nominees for consideration at the Annual 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.~~

perspective.

After a potential candidate is identified, the committee ~~will investigate~~investigates and ~~assess~~assesses 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~~elected to fill vacancies. All nominees must be approved by the committee and by a majority of the independent members of the board.

TrustCo’s board of directors agrees with the view of many shareholders that board diversity is a key contributor to company performance. The board continues to consider diversity in the context of its board refreshment program. In that regard, the board adopted a mandatory retirement age for new directors first taking office in or after 2017. Through the board’s self-evaluation process, the board’s needs in terms of the experience and expertise of its members are continuously evaluated and the needs identified are considered in the process of identifying potential board candidates. The board is committed to seeking out highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills, and experiences as part of each search for qualified directors the Company undertakes.

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, written nominations of persons for election to the board of directors must be delivered or mailed to the board not fewer 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 fewer than 21 days’ notice of the meeting is provided.

~~Audit Committee~~

in the performance of its duties, the Audit Committee retained Marvin and Company, PC, an independent accounting firm, as a consultant to the committee. As consultants to the Audit Committee, a Marvin and Company managing partner participates fully in all Audit Committee meetings, reviews all materials presented to the Audit Committee, responds to questions and inquiries from Audit Committee members and questions internal audit department personnel, representatives of the Company, Independent Auditors, and management prior to, during, and as follow up to Audit Committee meetings.

It is the Audit Committee’s policy to preapprove all audit and nonaudit services provided by the Company’s Independent Auditors, as well as any services provided by a Registered Public Accounting firm. In considering nonaudit services, the Audit Committee will consider various factors including, but not limited to, whether it would be beneficial to have the service provided by the Independent Auditors and whether the service could compromise the independence of the Independent Auditors. In certain circumstances, the Audit Committee’s policies and procedures provide the committee’s chairman with the authority to preapprove services from the Company’s Independent Auditors, which approval is then reviewed and approved at the next Audit Committee meeting. Accordingly, all of the services described above were approved by the Audit Committee.

~~Audit Committee Report.~~The Audit Committee’s responsibility is to monitor and oversee TrustCo’s financial reporting and audit processes and to otherwise conduct its activities as provided for in its charter. Management is responsible for TrustCo’s internal controls and financial reporting process. TrustCo’s Independent Auditors for 2015, Crowe Horwath LLP, were responsible for performing an independent audit of TrustCo’s consolidated financial statements and the effectiveness of TrustCo’s internal controls over financial reporting in accordance with the Standards of the Public Company Accounting Oversight Board (United States) and issuing a report thereon. TrustCo’s Internal Audit Department is responsible for monitoring compliance with internal policies and procedures. In performing its oversight, the Audit Committee reviews the performance of Crowe Horwath LLP and TrustCo’s internal auditors.

In connection with these responsibilities, the Audit Committee met with management and Crowe Horwath LLP on February 16, 2016 to review and discuss TrustCo’s December 31, 2015 and 2014 consolidated financial statements. The Audit Committee also discussed with Crowe Horwath LLP the matters required to be communicated to audit committees in accordance with professional standards and received the written disclosures and a letter from Crowe Horwath LLP required by relevant regulatory and professional standards regarding auditor communications with audit committees concerning independence.

~~Based upon the Audit Committee’s discussions with management and the Independent Auditors, and its review of the information described in the preceding paragraphs, the Audit~~

Committee recommended that the board of directors include the audited consolidated financial statements in TrustCo’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC.


~~AUDIT COMMITTEE:~~		~~William D. Powers, Chairman~~
		~~Dennis A. De Gennaro~~
		~~Brian C. Flynn~~
		~~Thomas O. Maggs~~
		~~Dr. Anthony J. Marinello~~
		~~William J. Purdy~~

Shareholder Communications with Board and Board Attendance at Annual Meeting of Shareholders

TrustCo provides ~~an informal~~a 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: Michael Hall, Corporate Secretary, P.O. Box 1082, Schenectady, New York 12301-1082.

Additionally, immediately after the Annual Meeting of Shareholders, TrustCo conducts a shareholders’ assembly which provides a forum for shareholders to express their views.

Although TrustCo does not have a policy with regard to board members’ ~~attendance at~~participation in the Annual Meeting of Shareholders, the directors are encouraged to ~~attend~~participate in such meetings, and all of our directors then in office participated in both the 2020 Annual Meeting and the Shareholders’ Assembly.

Stock Ownership Guidelines

The Company’s board of directors ~~attended~~has adopted stock ownership guidelines for both senior management and members of the ~~2015 Annual Meeting.~~

~~Vote Required~~board. The board believes directors and ~~Recommendation~~

~~The~~designated members of senior management should have a financial investment in the Company. As CEO, Mr. McCormick is expected to own (including options to acquire shares and other equity-based awards that are not performance-based) a number of shares equal in value to four times his base salary, and as Executive Vice Presidents, Messrs. Salvador, Leonard, Ozimek, and Curley are each expected to own a number of shares equal in value to two ~~nominees~~times their base salary (including options to acquire shares and other equity-based awards that are not performance-based). These guidelines for ~~election~~members of senior management are expected to be achieved within five years of being appointed to their positions. As of December 31, 2020, Messrs. McCormick Salvador, Leonard, and Curley have achieved compliance with the requirements. Mr. Ozimek is within the five-year period allotted for the accumulation of the required value of shares. Shares acquired through the exercise of stock options or through other compensation-related awards must be retained by directors and members of senior management until the required share ownership threshold has been met, provided, however that the holding requirement applies to the ~~TrustCo board for three-year terms expiring at~~net after-tax amount of vested shares. Additional information regarding the ~~2019 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~~stock ownership of the ~~outstanding~~Company’s executive officers is set forth under “Information on Trustco Executive Officers” and in the Outstanding Equity Awards-December 31, 2020 table.

Each Director is expected to beneficially own at least 10,000 shares (including options to acquire shares and other compensation- related awards as provided by the guidelines). As of ~~TrustCo common stock in order to be elected a director.~~

March 1, 2021, all directors have satisfied the ownership requirement.

TrustCo Bank Corp NY 2021 Proxy Statement

~~THE TRUSTCO BOARD RECOMMENDS A VOTE “~~~~FOR”~~ ~~THE ELECTION~~TABLE OF ~~THE TRUSTCO DIRECTOR NOMINEES AS TRUSTCO DIRECTORS, WHICH IS ITEM 1 ON THE TRUSTCO PROXY CARD.~~CONTENTS

THE ANNUAL MEETING – PROPOSAL TWO

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

~~Section 14A the Securities Exchange Act of 1934 requires~~

TrustCo ~~to provide~~has annually provided shareholders with the opportunity to vote to approve, on a nonbinding advisory basis, the compensation of the named executive 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 opportunity is often referred to as a “say-on-pay” vote or proposal.) At least once every six years, TrustCo must hold a non-binding, advisory vote on the frequency of future say-on-pay votes, with stockholders having the choice of every year, every two years, or every three years. TrustCo held its first frequency vote at its 2011 annual meeting of shareholders, and the next frequency vote will be held in 2017.

Although TrustCo’s shareholders have approved holding 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 views about the Company’s executive compensation programs.

The say-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 the say-on-pay proposal at TrustCo’s 2020 annual meeting on the Compensation Committee’s decisions during 2020.

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 each particular executive officer. TrustCo also seeks to provide compensation incentives that promote the enhancement of shareholder value in conjunction with 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 any 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 ~~2015~~2020 reflects and supports these compensation policies and procedures.

Resolution

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

RESOLVED~~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 ~~2016~~2021 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the ~~Securities and Exchange Commission,~~SEC, including the Compensation Discussion and ~~Analysis, the 2015 Summary Compensation Table, and the other related tables and narrative disclosure.~~Analysis.

Vote Required and Recommendation

The affirmative vote of a majority of ~~all of TrustCo’s issued and outstanding shares of common stock~~the votes cast 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 are not treated as votes cast on the proposal and, therefore, will have no effect on the ~~same effect as a vote “against”~~outcome of this proposal. Dissenters’ rights are not available to shareholders who object to the proposal.

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

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THE ANNUAL MEETING – PROPOSAL THREE

Proposal 3 - Approval of a Reverse Stock Split of TrustCo’s Common Stock at a Ratio of 1 share for 5 shares and an Amendment to TrustCo’s Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of the TrustCo Common Stock at a Ratio of 1 share for 5 shares and Corresponding Proportionate Reduction in TrustCo’s Authorized Common Stock

Approval of this Proposal 3 would permit (but not require) the board of directors to effectuate a reverse stock split pursuant to which 5 shares will be combined into a single common share (the “Reverse Stock Split”), and, if and when the Reverse Stock Split is effected, a corresponding decrease in the number of authorized shares of TrustCo’s common stock by the same reverse stock split ratio, from 150,000,000 shares to 30,000,000 shares. The board of directors has initially approved the Reverse Stock Split, and contemporaneously with the Reverse Stock Split, a corresponding proportionate reduction in the number of authorized shares of common stock, and a related form of amendment to TrustCo’s amended and restated certificate of incorporation (the “Certificate of Incorporation”).

The board of directors believes that it is, at this time, in TrustCo’s best interests to undertake the Reverse Stock Split in order reduce the number of outstanding shares of the Company and thereby to try to increase the trading price of our shares on the Nasdaq Stock Market. The board of directors believes that a reduced number of outstanding shares and an increased trading price will likely make our shares more attractive to a wider array of investors. However, following the receipt of shareholder approval, the determination as whether to proceed with the Reverse Stock Split and corresponding reduction in the number of authorized shares of common stock will be made by the board of directors in its sole discretion and the board of directors reserves the right to abandon the Reverse Stock Split and the corresponding reduction in the number of authorized shares of common stock. By voting in favor of the approval of the Reverse Stock Split Amendment, each shareholder is expressly also authorizing the board of directors to determine not to proceed with and to abandon the Reverse Stock Split and the corresponding reduction in the number of authorized shares of common stock if it should so decide.

To avoid the existence of fractional shares of our Common Stock, shareholders of record who would otherwise hold fractional shares as a result of the Reverse Stock Split will, in lieu of fractional shares, be entitled to receive cash (without interest) as described under “Fractional Shares.”

In determining the ratio of the Reverse Stock Split, the board of directors considered, among other things, factors such as the:

historical trading prices and trading volume of our shares,

number of our outstanding shares of common stock,

number of outstanding shares of common stock of comparable financial institutions,

anticipated or actual impact of the Reverse Stock Split on the trading price and trading volume for our shares, and

prevailing general market and economic conditions.

The Reverse Stock Split and corresponding reduction in the number of authorized shares of common stock will not change the authorized number of preferred shares of TrustCo, or the par value of TrustCo’s common shares or preferred shares.

The Reverse Stock Split and corresponding reduction in the number of authorized shares of common stock do not require the approval of any federal or state regulatory agency and our shareholders are not entitled to dissenter’s rights in connection therewith. Your approval of the Reverse Stock Split and corresponding reduction in the number of authorized shares of common stock will also constitute approval of the following amendment to our Certificate of Incorporation, which we will file if required by law or otherwise deemed advisable by the board of directors with the Secretary of State of the State of New York:

“Pursuant to the Business Corporation Law, upon the filing of this Certificate of Amendment (this “Amendment”) to the Certificate of Incorporation with the New York Department of State (the “Effective Time”), the total number of shares of Common Stock which the Corporation shall have authority to issue is 30,000,000 shares with the par value of $1 per share. The total number of shares of Preferred Stock which the Corporation shall have authority to issue is 500,000 shares with the par value of $10 per share. Each five shares of the Corporation’s Common Stock, par value $1 per share, issued, outstanding, reserved or held by the Corporation in treasury immediately prior to the Effective Time (the “Old Shares”) shall automatically be combined into one validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The Corporation shall not issue fractional shares in connection with the Reverse Stock Split. In lieu of any fractional share which a shareholder would otherwise be entitled to receive as a result of the Reverse Stock Split, such shareholder will be entitled to receive a cash amount (without interest) equal to, as the Corporation shall determine, either (i) each such shareholder’s proportionate interest in the proceeds, net of selling costs not paid and satisfied by the Corporation, from the aggregation and sale of the fractional shares by the Transfer Agent of the Corporation or (ii) the closing price of our Common Stock as reported on The Nasdaq Global Select Market on the trading day immediately preceding the date that this Amendment becomes effective, as adjusted by the ratio of one share of Common Stock for every five shares of Common Stock, multiplied by the applicable fraction of a share.”

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THE ANNUAL MEETING – PROPOSAL THREE

The exact timing of the effective date of the Reverse Stock Split and corresponding reduction in the number of authorized shares of common stock, if they occur, will be determined by the board of directors in its sole discretion. The board of directors may delay the effectiveness of the Reverse Stock Split and corresponding reduction in the number of authorized shares of common stock until the next Annual Meeting of TrustCo’s shareholders. In addition, the board of directors may, notwithstanding shareholder approval and without further action by the shareholders, determine not to proceed with the Reverse Stock Split and corresponding reduction in the number of authorized shares of common stock if, at any time prior to the effectiveness of the Reverse Stock Split and corresponding reduction in the number of authorized shares of common stock, the board of directors, in its sole discretion, determines that it is no longer in the best interests of TrustCo and our shareholders to do so.

Background and Reasons for the Reverse Stock Split; Potential Consequences of the Reverse Stock Split

The board of directors believes that the Reverse Stock Split will likely result in a higher per share trading price, which is intended to generate greater investor interest in TrustCo and improve the marketability of the shares to a broader range of investors. The board of directors also believes that the Reverse Stock Split will result in a number of our shares of outstanding common stock that is similar to the number of outstanding shares of common stock of comparable financial institutions. Additionally, the board of directors believes that the intended increase to the per share market price of our shares could help increase broker interest in our common stock. Because of the trading volatility often associated with lower-priced stocks, many brokerage houses and institutional investors have adopted internal policies and practices that either prohibit or discourage them from investing in such stocks or recommending them to their customers. Some of those policies and practices may also function to make the processing of trades in lower-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on transactions in lower-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of the common stock can result in individual shareholders paying transaction costs representing a higher percentage of their total share value than would be the case if the stock price were substantially higher. The board of directors also believes that the intended increase to the per share market price of our shares could decrease price volatility, as currently small changes in the price of the common stock result in relatively large percentage changes in the stock price.

Although the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our shares, other factors, such as our financial results, general market and economic conditions, and the market perception of our business may adversely affect the market price of our shares. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our shares will increase following the Reverse Stock Split or that the market price of our shares will not decrease in the future. Additionally, the market price per share after a Reverse Stock Split may not increase in proportion to the reduction in the number of shares outstanding before the Reverse Stock Split. Accordingly, the total market capitalization of our shares after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split. The Reverse Stock Split may result in some shareholders owning “odd lots” of fewer than 100 shares of the common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.

How the Reverse Stock Split Will Be Implemented

The Reverse Stock Split and corresponding reduction in the number of authorized shares of common stock would become effective upon the date determined by the board of directors and, if required by law or otherwise deemed advisable by our board of directors, upon the filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of New York, or, in the event that the Certificate of Amendment specifies a later time of effectiveness, such later time. The exact timing of the effectiveness of the Reverse Stock Split and corresponding reduction in the number of authorized shares of common stock will be determined by the board of directors, in its sole discretion. In addition, the board of directors may, notwithstanding shareholder approval of this Proposal 3 and without further action by the shareholders, elect not to proceed with the Reverse Stock Split and corresponding reduction in the number of authorized shares of common stock if, at any time prior to effectiveness of the Reverse Stock Split and corresponding reduction in the number of authorized shares of common stock, the board of directors, in its sole discretion, determines that it is no longer in our best interests and the best interests of our shareholders to proceed. The board of directors may, in its sole discretion, delay the effectiveness of the Reverse Stock Split and corresponding reduction in the number of authorized shares of common stock until the next Annual Meeting of TrustCo’s shareholders.

Based on 101,912,423 shares issued and outstanding as of March 22, 2021, immediately following the Reverse Stock Split and the corresponding reduction in the number of authorized shares of common stock, TrustCo would have approximately 20,382,485 shares issued and outstanding, without giving effect to the liquidation of fractional shares. The actual number of shares issued and outstanding after giving effect to the Reverse Stock Split and corresponding reduction in the number of authorized shares of common stock will depend on the impact of payment of cash in lieu of fractional shares.

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Effect of the Reverse Split on the Holders of Our Common Stock

The Reverse Stock Split and corresponding reduction in the number of authorized shares of common stock will affect all holders of our shares uniformly and will not affect any shareholder’s percentage ownership interest in TrustCo, except that as described below under “Fractional Shares.” Record holders otherwise entitled to a fractional share as a result of the Reverse Stock Split will receive cash in lieu of such fractional share. In addition, the Reverse Stock Split and corresponding reduction in the number of authorized shares of common stock will not affect any shareholder’s proportionate voting power (subject to the treatment of fractional shares).

Pursuant to the Reverse Stock Split, the per share exercise price of any of our outstanding stock options would be increased proportionately and the number of shares of common stock issuable upon the exercise of such awards would be reduced proportionately, and the number of shares issuable under restricted stock units, restricted stock awards, performance shares awards, performance bonus units and all other outstanding equity-based awards would be reduced proportionately. In addition, the number of shares of common stock authorized for future issuance under our equity incentive plans would be proportionately reduced and other similar adjustments will be made under our equity incentive plans to reflect the Reverse Stock Split.

The Reverse Stock Split may result in some shareholders owning “odd lots” of fewer than 100 shares of the common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.

After the Effective Date, our common stock would have a new CUSIP number, which is a number used to identify our equity securities. Stock certificates issued before the Reverse Stock Split will reflect the older CUSIP number and should be returned to our Transfer Agent by following the procedures described below under “Effect on Registered Certificated Shares.”

Effect on Registered and Beneficial Shareholders

We will effect the Reverse Stock Split at the registered shareholder level. In addition, brokers, banks, custodians or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares in “street name”; however, these brokers, banks, custodians or other nominees may apply their own specific procedures for processing the Reverse Stock Split and making payment for fractional shares. If you hold your shares with a broker, bank, custodian or other nominee, and have any questions in this regard, we encourage you to contact your nominee.

Effect on Registered “Book-Entry” Shareholders

TrustCo’s registered shareholders may hold some or all of their shares electronically in book-entry form with our Transfer Agent. These shareholders will not have stock certificates evidencing their ownership of common shares. They are, however, provided with a statement reflecting the number of shares registered in their accounts.

If you hold registered shares in book-entry form, you do not need to take any action to receive your post-Reverse Stock Split shares in registered book-entry form or your cash payment in lieu of any fractional shares, if applicable.

If you are entitled to post-Reverse Stock Split shares, a transaction statement will automatically be sent to your address of record as soon as practicable after the effective date of the Reverse Stock Split indicating the number of shares you hold.

If you are entitled to a payment in lieu of any fractional shares, a check will be mailed to you at your registered address as soon as practicable after the effective date of the Reverse Stock Split. By depositing or cashing this check, you will warrant that you owned the shares for which you received a cash payment.

Effect on Registered Certificated Shares

Some registered shareholders hold their shares in certificated form or a combination of certificated and book-entry form. If any of your shares are held in certificated form, you will receive a transmittal letter from our Transfer Agent as soon as practicable after the effective date of the Reverse Stock Split, if any. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate representing the pre- Reverse Stock Split shares for a statement of holding for your post-Reverse Stock Split shares. When you submit your certificate representing the pre-Reverse Stock Split shares, together with a duly completed transmittal letter, your post-Reverse Stock Split shares will be issued to you electronically in book-entry form. This means that, instead of receiving a new stock certificate, you will receive a statement of holding that indicates the number of post-Reverse Stock Split shares you own in book-entry form. We will no longer issue physical stock certificates unless a shareholder makes a specific request for a physical stock certificate representing the shareholder’s post-Reverse Stock Split shares.

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THE ANNUAL MEETING – PROPOSAL THREE

Beginning on the effective date of the Reverse Stock Split, each certificate representing pre-Reverse Stock Split will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split shares. Shareholders will need to exchange their old certificates in order to effect transfers of shares on the Nasdaq Stock Market. If you are entitled to a payment in lieu of any fractional shares, payment will be made as described below under “Fractional Shares.”

SHAREHOLDERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

As applicable, new share certificates evidencing post-Reverse Stock Split shares that are issued in exchange for pre-Reverse Stock Split shares representing restricted shares will contain the same restrictive legend as on the old certificates. For purposes of determining the term of the restrictive period applicable to the post-Reverse Stock Split shares, the time period during which a shareholder has held their existing pre-Reverse Stock Split shares will be included in the total holding period.

Fractional Shares

We will not issue fractional shares in connection with the Reverse Stock Split. Shareholders who would otherwise hold fractional shares because the number of shares of common stock they hold before the Reverse Stock Split is not evenly divisible by the reverse split ratio will be entitled to receive cash (without interest, and subject to any required tax withholding applicable to a holder) in lieu of such fractional shares. In lieu of any fractional share which a shareholder would otherwise be entitled to receive as a result of the Reverse Stock Split, such shareholder will be entitled to receive a cash amount (without interest) equal to, as the board of directors of TrustCo shall determine, either (i) such shareholder’s proportionate interest in the proceeds, net of selling costs not paid and satisfied by TrustCo, from the aggregation and sale of the fractional shares by our Transfer Agent or (ii) the closing price of our common stock as reported on The Nasdaq Global Select Market on the trading day immediately preceding the date that the Reverse Stock Split becomes effective, as adjusted by the Reverse Stock Split ratio, multiplied by the applicable fraction of a share. Shareholders will not be entitled to receive interest for the period of time between the effective date and the date payment is received.

In the event we elect to aggregate and sell fractional shares, our Transfer Agent will aggregate such fractional shares into whole shares and sell the whole shares in the open market at prevailing trading prices. Our Transfer Agent will then distribute the cash proceeds of the sale pro rata to the shareholders otherwise entitled to receive a fractional share. Our Transfer Agent will in its sole discretion, without any influence by TrustCo, determine when, how, through which broker-dealers and at what price to sell the aggregated fractional shares of our common stock. Our Transfer Agent is not, and any broker-dealer used by our Transfer Agent will not be, an affiliate of TrustCo. No transaction costs are expected to be assessed on shareholders for the cash payment in lieu of fractional shares. Under the escheatment laws of certain jurisdictions, amounts payable for fractional interests that are not timely claimed after the funds have been made available may be required to be paid to the designated agent for each such jurisdiction. Thereafter, shareholders otherwise entitled to receive such funds may have to seek to obtain the funds directly from the jurisdiction to which they were paid.

After the Reverse Stock Split, a shareholder will have no further interest in TrustCo with respect to its fractional share interest and persons otherwise entitled to a fractional share will not have any voting, dividend or other rights with respect a fractional share interest except the right to receive a cash payment as described above.

Authorized Shares

If and when the Reverse Stock Split is effected, the number of authorized shares of our common stock will contemporaneously be reduced in proportion to the Reverse Stock Split ratio. As a result of the reduction in authorized shares of common stock that will occur, if and when the Reverse Stock Split is effected, substantially the same proportion of authorized but unissued shares of common stock to shares of common stock authorized and issued would be maintained, which the board of directors believes is appropriate. If the Reverse Stock Split is abandoned by the board of directors it will also abandon the reduction in the number of authorized shares of common stock.

Accounting Matters

The par value per share of common stock will remain unchanged at $1.00 per share after the Reverse Stock Split. As a result, at the effective date of the Reverse Stock Split, the portion of shareholders’ equity on our balance sheet attributable to common stock will be reduced proportionately based on the Reverse Stock Split ratio, and the additional paid-in capital account will be credited with the amount by which the common stock is reduced. After the Reverse Stock Split, net income or loss per share of common stock and other per share of common stock amounts will be increased because there will be fewer shares of common stock outstanding. In future financial statements, net income or loss per share of common stock and other per share of common stock amounts for periods ending before the Reverse Stock Split would be adjusted to give retroactive effect to the Reverse Stock Split.

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THE ANNUAL MEETING – PROPOSAL THREE

No Appraisal Rights

Shareholders will not have dissenters’ or appraisal rights under the New York Consolidated Laws, Business Corporation Law or under TrustCo’s Certificate of Incorporation in connection with the proposed Reverse Stock Split.

Federal Income Tax Consequences of the Reverse Stock Split

The following discussion summarizing certain U.S. federal income tax consequences of the Reverse Stock Split is based on the Internal Revenue Code of 1986, as amended (the “Code”), the applicable Treasury Regulations promulgated thereunder, judicial authority and current administrative rulings and practices in effect on the date this Proxy Statement was first mailed to shareholders. This summary does not address all of the U.S. federal income tax consequences that may be relevant to a holder based on the holder’s personal circumstances or particular situation, such as (i) the tax consequences to persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that hold our shares as part of a position in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction for U.S. federal income tax purposes or (iii) persons that do not hold our shares as “capital assets” (generally, property held for investment). This summary also does not address the U.S. federal alternative minimum tax consequences or state, local or foreign tax consequences of the Reverse Stock Split. Our views regarding the tax consequences of the Reverse Stock Split are not binding upon the Internal Revenue Service (the “IRS”) or the courts, and there can be no assurance that the IRS or the courts would accept the positions expressed herein. No legal or U.S. tax opinion is being given, nor will any rulings be sought from the IRS with respect to any U.S. federal income tax issue.

PLEASE CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME, ALTERNATIVE MINIMUM AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of shares that is (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or any other entity or arrangement treated as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States or any state thereof or the District of Columbia, (iii) a trust if (1) a U.S. court is able to exercise primary supervision over administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person or (iv) an estate whose income is subject to U.S. federal income taxation regardless of its source. A “Non-U.S. Holder” is an individual, corporation, trust or estate that is a beneficial owner of common shares, holds such shares as a capital asset and is not a U.S. Holder.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our shares, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our shares, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.

U.S. Holders

The Reverse Stock Split is intended to be treated as a recapitalization for U.S. federal income tax purposes pursuant to Section 368(a)(1)(E) of the Code. Therefore, a U.S. Holder generally will not recognize gain or loss on the Reverse Stock Split as a result of the receipt of the shares following the effective date of the Reverse Stock Split, solely in exchange for shares held prior to the Reverse Stock Split, except to the extent of cash, if any, received in lieu of a fractional share interest in the post-Reverse Stock Split shares. The aggregate tax basis of the post-Reverse Stock Split shares received will be equal to the aggregate tax basis of the pre-Reverse Stock Split shares exchanged therefor (excluding any portion of the U.S. Holder’s basis allocated to fractional shares), and the holding period of the post-Reverse Stock Split shares received will include the holding period of the pre-Reverse Stock Split shares exchanged. A U.S. Holder of the pre-Reverse Stock Split shares who receives cash in lieu of a fractional share will generally recognize gain or loss equal to the difference between the portion of the tax basis of the pre-Reverse Stock Split shares allocated to the fractional share interest and the cash received. Such gain or loss will be a capital gain or loss and will be short term if the pre-Reverse Stock Split shares were held for one year or less and long term if such shares were held more than one year. No gain or loss will be recognized by us as a result of the Reverse Stock Split.

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THE ANNUAL MEETING – PROPOSAL THREE

Information Reporting and Backup Withholding

In general, information reporting requirements may apply to the receipt of cash in lieu of fractional shares by U.S. Holders that are not exempt recipients (such as corporations). A backup withholding tax, currently at a rate of 24%, may apply to such payments if the U.S. Holder (i) fails to provide to us or our distribution agent a taxpayer identification number, (ii) furnishes an incorrect taxpayer identification number, (iii) is notified by the IRS that it has failed to properly report payments of interest and dividends, or (iv) under certain circumstances, fails to certify, under penalty of perjury, that it has furnished a correct taxpayer identification number and has not been notified by the IRS that it is subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. Holder’s U.S. federal income tax liability, provided that the required information is timely provided to the IRS.

Non-U.S. Holders

Gain realized by a Non-U.S. Holder on the receipt of cash in lieu of fractional shares generally will not be subject to U.S. federal income tax or withholding, unless:

the gain is U.S. trade or business income that is effectively connected with the Non-U.S. Holder’s conduct of a U.S. trade or business or, in the case of a treaty resident, attributable to a U.S. permanent establishment maintained by the Non-U.S. Holder in the United States; or

subject to certain exceptions, the Non-U.S. Holder is an individual who holds shares as a capital asset, is present in the United States for 183 days or more in the taxable year at issue and meets certain other requirements; or

TrustCo is or has been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the transaction and the Non-U.S. Holder’s holding period in the shares, and the Non-U.S. Holder does not fall within a de minimis exemption.

Gain described in the first bullet point above will be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates in much the same manner as if such holder were a resident of the United States. A Non-U.S. Holder that is a corporation also may be subject to an additional branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a flat 30% rate (or such lower rate specified by an applicable income tax treaty), but may be offset by U.S. source capital losses from the same taxable year (even though the individual is not considered a resident of the United States), provided that the non-U.S. Holder has timely filed a U.S. federal income tax return with respect to such losses.

We believe that we have not been and are not currently a U.S. real property holding corporation and, therefore, the third bullet point does not apply to gain realized by a Non-U.S. Holder on the receipt of cash in lieu of fractional shares.

THIS SUMMARY IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT PURPORT TO ADDRESS ALL ASPECTS OF THE POSSIBLE FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND IS NOT INTENDED AS TAX ADVICE TO ANY PERSON. IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS SUMMARY ASSUMES THAT OUR SHARES ARE HELD AS “CAPITAL ASSETS” AS DEFINED IN THE CODE, AND DOES NOT CONSIDER THE FEDERAL INCOME TAX CONSEQUENCES TO OUR SHAREHOLDERS IN LIGHT OF THEIR INDIVIDUAL INVESTMENT CIRCUMSTANCES OR TO HOLDERS WHO MAY BE SUBJECT TO SPECIAL TREATMENT UNDER THE FEDERAL INCOME TAX LAWS (SUCH AS DEALERS IN SECURITIES, INSURANCE COMPANIES, FINANCIAL INSTITUTIONS AND TAX EXEMPT ENTITIES). IN ADDITION, THIS SUMMARY DOES NOT ADDRESS ANY CONSEQUENCES OF THE REVERSE STOCK SPLIT UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS. THE STATE AND LOCAL TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT MAY VARY AS TO EACH SHAREHOLDER DEPENDING ON THE STATE IN WHICH SUCH SHAREHOLDER RESIDES. AS A RESULT, IT IS THE RESPONSIBILITY OF EACH SHAREHOLDER TO OBTAIN AND RELY ON ADVICE FROM HIS, HER OR ITS TAX ADVISOR AS TO, BUT NOT LIMITED TO, THE FOLLOWING: (A) THE EFFECT ON HIS, HER OR ITS TAX SITUATION OF THE REVERSE STOCK SPLIT, INCLUDING, BUT NOT LIMITED TO, THE APPLICATION AND EFFECT OF STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS; (B) THE EFFECT OF POSSIBLE FUTURE LEGISLATION OR REGULATIONS; AND (C) THE REPORTING OF INFORMATION REQUIRED IN CONNECTION WITH THE REVERSE STOCK SPLIT ON HIS, HER OR ITS OWN TAX RETURNS. IT WILL BE THE RESPONSIBILITY OF EACH SHAREHOLDER TO PREPARE AND FILE ALL APPROPRIATE FEDERAL, STATE AND LOCAL TAX RETURNS.

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THE ANNUAL MEETING – PROPOSAL THREE

Interests of Certain Persons

Our officers and directors have an interest in this proposal as a result of their ownership of shares of our common stock. However, we do not believe that our officers or directors have interests in this proposal that are different or greater than those of any of our other shareholders.

Vote Required and Recommendation

The approval of the Reverse Stock Split and corresponding proportionate reduction in the number of authorized shares of common stock and related form of amendment to the Certificate of Incorporation requires the affirmative vote of a majority of the outstanding shares entitled to vote at the Annual Meeting. Abstentions and broker non-votes, if any, 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 “FOR” THIS PROPOSAL, WHICH IS ITEM 3 ON THE TRUSTCO PROXY CARD.

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THE ANNUAL MEETING – PROPOSAL FOUR

Proposal 4- Ratification of the Appointment of Independent Auditors

The Audit Committee of TrustCo’s board of directors has recommended, and the board of directors on February 16, ~~2016~~2021 reappointed, Crowe ~~Horwath~~ LLP as TrustCo’s Independent Auditors for the year ending December 31, ~~2016.~~2021. 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, ~~2016.~~2021. Information with respect to the services provided in ~~2015~~2020 and ~~2014~~2019 to TrustCo by Crowe ~~Horwath~~ LLP is presented ~~under the Audit Committee discussion, above.~~below. Representatives of Crowe ~~Horwath~~ LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they so ~~desire and~~desire. They 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, ~~2015~~2020 and ~~2014~~2019 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, ~~2015~~2020 and ~~2014.~~

   2015    2014
Audit fees    $ 405,000       393,500
Audit related fees⁽¹⁾    7,500       15,000
Tax fees⁽²⁾    103,500       170,074
All other fees    --       --




Total Fees    $ 516,000       578,574

2019.

	2020	2019
Audit fees	$520,000	$535,000
Audit related fees⁽¹⁾	$42,500	$82,500
Tax fees⁽²⁾	$112,750	$104,475
All other fees	—	—
Total Fees	$675,250	$721,975

⁽¹⁾

For ~~2015,~~2020, audit related fees consisted of professional services for Form S-3 consent procedures ~~for~~and as well as the ~~Company’s Registration Statement on Form S-8 filed with the SEC.~~proposed adoption of Current Expected Credit Losses (CECL) accounting standard. For ~~2014,~~2019, audit related fees consisted of professional services for Form S-8 consent procedures ~~for~~and as well as the ~~Company’s Registration Statement on Form S-3 filed with the SEC.~~

proposed adoption of new Current Expected Credit Losses (CECL) accounting standard.

⁽²⁾	For ~~2015~~2020 and ~~2014,~~2019, tax fees consisted of tax return preparation services and assistance with tax audits.

TrustCo’s 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.

It is the Audit Committee’s policy to preapprove all audit and nonaudit services provided by the Company’s Independent Auditors, as well as any services provided by any other Registered Public Accounting firm. In considering nonaudit services, the Audit Committee will consider various factors including, but not limited to, whether it would be beneficial to have the service provided by the Independent Auditors and whether the service could compromise the independence of the Independent Auditors. In certain circumstances, the Audit Committee’s policies and procedures provide the Committee’s Chairman with the authority to preapprove services from the Company’s Independent Auditors, which approval is then reviewed and approved at the next Audit Committee meeting. Accordingly, all of the services described herein were approved by the Audit Committee.

Vote Required and Recommendation

The affirmative vote of a majority of ~~all of TrustCo’s issued and outstanding shares of common stock~~the votes cast is required to ratify the appointment of Crowe ~~Horwath~~ LLP as TrustCo’s Independent Auditors for the year ending December 31, ~~2016.~~2021. Abstentions on properly executed proxy cards and shares not voted by brokers and other entities holding shares on behalf of

beneficial owners are not treated as votes cast on the proposal and therefore, will have ~~the same~~no effect ~~as a vote “against”~~on this proposal. Dissenters’ rights are not available to shareholders who object to the proposal.

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

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AUDIT COMMITTEE

Audit Committee

The Audit Committee of TrustCo’s board is responsible for providing oversight of TrustCo’s accounting functions, internal controls, and financial reporting process. The Audit Committee is composed of seven directors, each of whom is independent under the listing standards of The NASDAQ Stock Market, and each member of the Audit Committee satisfies the “financial sophistication” requirement also set forth in those listing standards. Each Audit Committee member also satisfies the additional independence requirements contained in the Securities Exchange Act of 1934 for members of public company audit committees. The board of directors has determined that Brian C. Flynn, meets the definitions of “audit committee financial expert” adopted by the Securities and Exchange Commission (“SEC”) and included in NASDAQ’s rules for listed companies. In addition, to assist in the performance of its duties, the Audit Committee retained Marvin and Company, PC, an independent accounting firm, as a consultant to the Committee. As consultants to the Audit Committee, a Marvin and Company partner attends Audit Committee meetings on at least a quarterly basis, reviews all materials presented to the Audit Committee each month, responds to questions and inquiries from Audit Committee members and questions internal audit department personnel, representatives of the Company, the Company’s Independent Auditors, and management prior to, during, and as follow up to Audit Committee meetings.

The Audit Committee operates under a written charter approved by the board of directors. Each year, the Audit Committee reviews the adequacy of the charter and recommends any changes or revisions that the Committee considers necessary or appropriate. A copy of the Audit Committee’s charter may be found on TrustCo’s website (www.trustcobank.com) under the “Investor Relations” tab. As described above, it is the Audit Committee’s policy to preapprove all audit and nonaudit services provided by the Company’s Independent Auditors, as well as any services provided by any other Registered Public Accounting firm.

Audit Committee Report

The Audit Committee’s responsibility is to monitor and oversee TrustCo’s financial reporting and audit processes and to otherwise conduct its activities as provided for in its charter. Management is responsible for TrustCo’s internal controls and financial reporting process. TrustCo’s Independent Auditors for 2020, Crowe LLP, were responsible for performing an independent audit of TrustCo’s consolidated financial statements and the effectiveness of TrustCo’s internal controls over financial reporting in accordance with the Standards of the Public Company Accounting Oversight Board (United States) and issuing a report thereon. TrustCo’s Internal Audit Department is responsible for monitoring compliance with internal policies and procedures as well as evaluating the effectiveness of the Company’s governance, risk management and internal control processes. In performing its oversight, the Audit Committee reviews the performance of Crowe LLP and TrustCo’s Director of Internal Audit.

In connection with these responsibilities, the Audit Committee met with management and Crowe LLP on February 16, 2021 to review and discuss TrustCo’s December 31, 2020 and 2019 consolidated financial statements. The Audit Committee also discussed with Crowe LLP the matters required to be communicated to audit committees in accordance with professional standards and received the written disclosures and a letter from Crowe LLP required by relevant regulatory and professional standards regarding auditor communications with audit committees concerning independence.

Based upon the Audit Committee’s discussions with management and the Independent Auditors, and its review of the information described in the preceding paragraphs, the Audit Committee recommended that the board of directors include the audited consolidated financial statements in TrustCo’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC.

AUDIT COMMITTEE:

Brian C. Flynn, Chair

Dennis A. DeGennaro

Lisa M. Lucarelli

Thomas O. Maggs

Dr. Anthony J. Marinello

Kimberly A. Russell

Frank B. Silverman

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

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (the “CD&A”) describes the objectives, policies, and components of TrustCo’s ~~2015~~2020 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 ~~2015~~2020 as those decisions and actions relate to such objectives and policies and the compensation paid to or earned by the named executive officers during ~~2015.~~

2020.

Named Executive Officers

From the executive officers listed on page 8 of this proxy statement TrustCo ~~has~~ identified the following ~~executive officers~~ as ~~its~~ named executive officers for ~~2015:~~

2020:

Robert J. McCormick, President &and Chief Executive Officer, TrustCo and Trustco Bank

Michael M. Ozimek, ~~Senior~~Executive Vice President and Chief Financial Officer, TrustCo and Trustco Bank

~~Robert T. Cushing, Executive Vice President & Chief Operating Officer, TrustCo and Trustco Bank~~

Scot R. Salvador, Executive Vice President &and Chief Banking Officer, TrustCo and Trustco Bank

Robert M. Leonard, Executive Vice President ~~& Secretary,~~and Chief Risk Officer, TrustCo and Trustco Bank

~~Eric W. Schreck, Treasurer,~~Kevin M. Curley, Executive Vice President and Chief Operations Officer, TrustCo and ~~Senior Vice President,~~ Trustco Bank

Objectives of Executive Compensation Program

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

Encourage and reward the achievement of our ~~short-~~short-term and long-term financial and strategic objectives;

Align executive interests with the interests of our shareholders to ensure their focus on long-term return to shareholders and consideration of ~~excessive~~ risk ~~mitigation;~~management, and

Provide a comprehensive compensation program that fosters the retention of current executive officers and serves to attract new highly-talented, results-driven executives as the need may arise.

~~Executive Summary~~

Engagement, Feedback and Changes

In 2020, TrustCo continued its vigorous shareholder engagement program, reaching out to large investors representing approximately 55.6% of ~~Compensation Decisions for 2015~~

~~For~~its outstanding shares. Through that outreach, TrustCo had conversations with investors representing approximately 20% of the outstanding shares. In response to the input received, over the past several years, TrustCo has ~~been transitioning~~made significant and meaningful changes to the way it approaches governance and the way it discloses information about its ~~executive~~operations 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. Additionally, in 2020, shareholders representing 95.1% of the votes cast supported the “say-on-pay” vote.

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EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS

TrustCo values shareholder views and insights and believes that its engagement program ~~from a program with an emphasis on short-term~~builds informed relationships, promotes transparency, and ~~fixed~~improves accountability. The ultimate goal is to appropriately relate executive pay to corporate performance and provide our investors with a ~~program that puts a~~

~~greater emphasis on long-term and performance-based compensation. In 2015, the~~meaningful voice relating to our corporate governance practices.

Our Compensation Committee continued to emphasize long-term and performance-based compensation through suspension of, or nominal 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 2015 with respect to the compensation paid to and earned by the named executive officers for 2015.

Governance Practices

WHAT WE DO		•	*~~Waiver~~* *WHAT WE DON’T DO*
✔	Tie executive pay to corporate performance		✘	We do not grant multi-year guaranteed incentive awards for executive officers
✔	Provide for more than one metric for vesting under our performance share awards		✘	We no longer provide for “single-trigger” accelerated vesting of ~~Bonus by Executives~~ ~~– On July 21, 2015, the Bank~~equity-based awards upon a change in control
✔	Establish separate metrics for our short-term and long-term incentive plan designs to evaluate performance		✘	We do not allow for excise tax “gross-ups” upon a change in control in employment agreements entered into a Formal Agreement with its primary regulator, the OCC. In light of the compliance and governance issues identified by the OCC and the Bank’s undertaking to address these issues beginning in 2015, the Compensation Committee, upon the recommendation of Mr. McCormick,since 2013
✔	Use balanced performance metrics which consider both the Company’s CEO, and the acknowledgement and agreement of Messrs. McCormick, Cushing, Salvador, and Leonard, determined in November 2015 that it would be in the best interest of the Company and Bank for those executive officers to waive their 2015 annual cash bonuses under the Executive Officer Incentive Plan. Because of Mr. Ozimek’s recent appointment as Chief Financial Officer and Mr. Schreck’s level of responsibility in the organization, the Compensation Committee agreed that they should be rewarded for the achievement of a majority of the performance goals at the target level. As such, Messrs. Ozimek and Schreck earned annual bonuses equal to 21% of their 2015 base salary.

•

~~Base Salary~~– For the sixth consecutive year, the Compensation Committee determined not to increase the base salary for Mr. McCormick, which has thus remained frozen since 2009. Mr. Cushing’s base salary also remained unchanged. In 2015, Mr. Salvador’s salary was increased by a modest $10,000, representing an increase of 1.9%. The decision to de-emphasize salary increases for these executives has not been due to performance, but rather reflects the Compensation Committee’s emphasis on performance-based compensation via annual and long-term incentives. For example, during 2010 the base salary for Mr. McCormick represented 69.61% of his total compensation compared with 51.67% for 2015. This percentage of base salary to total compensation would have been substantially lower for 2015 if Mr. McCormick had not agreed to waive his 2015 annual bonus. Mr. Leonard received a base salary increase of 5.8% from $260,000 to $275,000 based on his performance during 2014. For 2015, Mr. Schreck received a base salary increase of 2.9% from $255,500 to $262,500, roughly in line with average annual salary increases nationwide and consistent with increases during each of the past several years based on hisabsolute performance and the Compensation Committee’s views as to the appropriate positioning of his compensation relative to peer group practices. In light of his promotion to Chief Financial Officer and the attendant increase in responsibility, the Compensation Committee increased Mr. Ozimek’s salary for 2015 from $142,500 to $225,000.

	•		*~~Executive Officer Incentive Plan~~*– For 2015, the Compensation Committee continued the operation of the Company’s Executive Officer Incentive Plan, which provides for the payment of annual cash bonuses based on the achievement of pre-defined annualits relative performance ~~goals that either meet~~versus peers			✘			We do not permit our executives to hedge or ~~exceed the performance~~pledge Company securities
✔			Maintain a robust clawback policy covering all executive officer incentive-based awards for material restatement and material fraud or misconduct			✘			We do not allow for discounting, reloading, or re-pricing of ~~the Company’s~~

peer group. Consistent with the Company’s practice of placing more emphasis on long-term compensation, the plan continued to provide that a portion of the 2015 bonuses would be subject to long-term performance.

	•	*~~Long-Term Equity Incentive Compensation~~* – For 2015, TrustCo awarded a combination of time-vested options and restricted stock units and performance-based performance share awards to the named executive officers. Consistent with the Compensation Committee’s practices for 2014 and based upon a survey performed by Arthur J. Gallagher & Company of the long-term equity incentive awards granted by the Company’s peers, the Compensation Committee maintained a split of equity awards as follows: performance shares 50%, restricted stock units 35%, and stock options ~~15%. This mix of equity awards is intended by the Compensation Committee~~without shareholder approval
✔		Require stock ownership and retention guidelines for executive officers
✔		Engage with shareholders to ~~encourage performance that increases shareholder return.~~ promote transparency, improve accountability, and provide investors with a meaningful voice relating to our corporate governance practices

•

~~Supplemental Retirement Plan (SERP) Bonus~~ – For 2015, the Company made payments to Mr. McCormick, Mr. Cushing, Mr. Salvador and Mr. Leonard, as required in their employment agreements, in an amount equal to the incremental amount that would have been credited to them under the TrustCo Supplemental Retirement Plan, as if the plan had not been frozen in 2008, to make up for the limitations on compensation and annual benefits imposed on the Company’s Retirement Plan by the Internal Revenue Code. Messrs. McCormick, Cushing, Salvador, and Leonard saw a reduction in 2015 in their SERP payments as a consequence of the waiver of their Executive Officer Incentive Plan bonuses.

•

~~Retirement of Mr. Cushing~~ – In December of 2014, it was announced that Mr. Cushing would retire as of May 31, 2015 and that he would provide certain services to the Company and Trustco Bank after retirement under a consulting agreement. Mr. Cushing’s retirement has subsequently been delayed and a new retirement date has not yet been set. The Consulting Agreement did not become effective due to the delay in Mr. Cushings’s retirement.

Highlights of ~~2015~~2020 Business Results

TrustCo continued its ~~strong~~solid performance in ~~2015. Net income~~2020. The Company was ~~$42.2 million, compared~~able to ~~$44.2 million in 2014. Included in~~perform at this level despite the ~~2014 results are $2.7 million in one-time items, without which net income would have been $41.5 million. For year end 2015, return~~impacts of the COVID-19 pandemic, the resulting economic shutdown, and the deferral of payments on ~~average equity~~residential and efficiency ratio were 10.41% and 55.08%, respectively, compared to 8.77% and 61.94% for the peer group median (the peer group consists of New York, New Jersey and Florida banks and thrifts with assests between two and ten billion dollars as of September 30, 2015). The Committee attributescommercial loans. Performance at this ~~successful performance in part~~level was possible due to the ~~efforts~~continued and steady execution of the Company’s ~~executive officers, including~~long-term plan focused on traditional lending criteria and balance sheet management. Achievement of specific business goals such as the ~~named executive officers, whose efforts are encouraged~~continued expansion of loans and ~~rewarded~~deposits, along with tight control of operating expenses and manageable levels of nonperforming assets, is fundamental to the long term success of the Company as a whole. The beneficial impact of quality underwriting in conformance with these principles was evidenced by the ~~Company’s executive compensation program.~~fact that virtually all loans on which payment deferrals were granted resumed payment as agreed within the terms contemplated by their deferrals.

The chart below summarizes key results.

Company Performance
Performance Metric	2020 Results	2019 Results
Net Income	$52.5 million	$57.8 million
Return on Average Equity	9.47%	11.26%
Return on Average Assets	0.94%	1.12%
Diluted Earnings Per Share	$0.543	$0.597
Nonperforming Loans to Total Loans	0.50%	0.51%
Efficiency Ratio⁽¹⁾	56.38%	56.13%

(1)	Efficiency ratio is a non-GAAP financial measure. Please refer to page 38 of Trustco’s 2020 Annual Report to Shareholders, which is included with TrustCo’s annual report on Form 10-K for the year ended December 31, 2020, for further information, including the required reconciliation.

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EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS

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~~ equity-incentive arrangements, annual incentive arrangements, and all other ~~benefits~~benefit 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 officer~~Chief Executive Officer (“CEO”). As for the other named executive officers, the CEO generally makes recommendations to the Compensation Committee ~~which then evaluates the recommendations in light of~~considering the named executive officers’ performance, the Company’s performance, and other ~~factors,~~factors. The Committee then evaluates the recommendations and ~~then~~ determines the levels and structure of ~~compensation for~~ these ~~executives.~~

executive officers’ compensation.

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

TrustCo’s and Trustco Bank’s attainment of net income ~~goals;~~

goals,

The Company’s operating performance against its past performance and that of its ~~peers;~~

peers,

Total shareholder return, ~~over a one to five-year period and total shareholder return in relation to total compensation;~~

~~Total asset targets;~~

Overall profitability from year to ~~year;~~year,

Company efficiency, and

Banking experience of individual named executive officers, the scope of their responsibility within the overall organization, their individual performance, and the specific contributions they made to TrustCo and Trustco Bank during the course of the year.

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 aspects of the financial performance of a group of companies the Company considers to be ~~peer companies~~its peers, 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 those peer companies relative to the Company’s performance and compensation paid to the Company’s named executive officers, it does not specifically benchmark compensation against these peer companies. Rather, the Compensation Committee uses the information as a general guide to setting compensation for the Company’s named executive officers.

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EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee typically determines the Company’s ~~then current~~then-current peer group for its use in ~~December of each year in connection with setting~~ certain aspects of ~~annual~~the compensation ~~for the following year.~~program. The criteria the Compensation Committee uses to determine peer companies ~~is generally~~has been the same from year to year and consists of New York, New Jersey, and ~~Florida based~~Florida-based banks and thrifts with assets of ~~between~~approximately $2 ~~and~~billion to $10 billion ~~(measured as~~at the time of ~~the end of September of each year).~~selection. The Compensation Committee is of the view that inasmuch as the Company’s major market areas are in Upstate New York, Downstate New York/Northern New Jersey and Florida, these comparably-sized companies ~~were~~are a reasonable representation of its peers. As of December 31, ~~2014,~~2019, the Company had total assets of approximately ~~$4.64~~$5.2 billion. The composition of the peer group ~~may change~~changes from year to year as new companies enter the relevant market or on account of ~~the~~ changes resulting from mergers and acquisitions and in the size of companies ~~or mergers or acquisitions.~~

~~In December~~when they fall out of ~~2014,~~ the ~~Compensation Committee selected a~~asset range. The Company also uses the peer group ~~consisting~~to evaluate performance in the context of ~~22 banks and thrifts.~~

certain aspects of the compensation program. The ~~Company’s~~ peer group ~~selected in 2014~~utilized for 2020 compensation decisions consisted of the following companies (the “Peer Group”).


Arrow Financial ~~Corp.~~ Corporation			Kearny Financial Corp.
~~Bridge~~	BCB Bancorp ~~Inc~~ Inc.			Lakeland Bancorp, Inc.
~~Capital~~	Bridge Bancorp, Inc.			Metropolitan Bank ~~Financial~~Holding Corp.	~~NBT Bancorp Inc.~~
	Capital City Bank Group, Inc.		~~Northfield~~	NBT Bancorp Inc.
~~CenterState Banks, Inc.~~		~~OceanFirst Financial Corp.~~
Community Bank System, Inc.		~~Oritani~~	Northfield Bancorp, Inc.
	ConnectOne Bancorp, Inc.			OceanFirst Financial Corp.
	Dime Community Bancshares, Inc.			Peapack-Gladstone Financial Corporation
	Financial ~~Holding,~~Institutions, Inc.			Provident Financial Services, Inc.
~~Financial Institutions, Inc.~~	First of Long Island Corporation			Seacoast Banking Corporation of Florida
	Flushing Financial Corporation		~~The First of Long Island Corp~~
~~Hudson Valley Holding Corp.~~		Tompkins Financial ~~Corp.~~ Corporation

In addition, for 2014, the Compensation Committee also reviewed compensation paid to the executive officers of companies in a peer group designed by Institutional Shareholder Services, Inc. (“ISS”), a third-party provider of corporate governance research and analysis and shareholder advisory services for TrustCo in 2014. The ISS peer group was composed of companies having the

~~same Global Industry Classification Standard as the Company and a similar asset size and market value. The ISS peer group consisted of the following companies (the “ISS Peer Group”).~~


~~Beneficial Mutual Bancorp, Inc.~~		~~MGIC Investment Corporation~~
~~Berkshire Hills Bancorp, Inc.~~		~~Northfield Bancorp, Inc.~~
~~BofI Holding, Inc.~~		~~Northwest Bancshares, Inc.~~
~~Brookline Bancorp, Inc.~~		~~OceanFirst Financial Corp.~~
~~Capitol Federal Financial, Inc.~~		~~Ocwen Financial Corporation~~
~~Dime Community Bancshares, Inc.~~		~~Oritani Financial Corp.~~
~~Doral Financial Corporation~~		~~Provident Financial Services, Inc.~~
~~ESB Financial Corporation~~		~~Radian Group Inc.~~
~~First Defiance Financial Corp.~~		~~Sterling Bancorp/DE~~
~~Flagstar Bancorp, Inc.~~		~~United Financial Bancorp, Inc.~~
~~Flushing Financial Corporation~~		~~WSFS Financial Corporation~~
~~Kearny Financial Corp.~~

In December ~~of 2014,~~2020, as part of its year-end review of the Company’s executive compensation program, the Compensation Committee reviewed the base salary and total compensation paid to the ~~top five executive~~ officers of the companies in the Peer Group. In addition, the Compensation Committee also compared the Company’s overall performance with that of companies in the Peer Group.

~~For 2013 (the most recent period for which such information was available in December of 2014), the median and average total compensation for the two separate Peer Groups was as follows:~~

   2014 Peer Group    2014 ISS Peer Group
CEO
Median
   1,128,000       1,592,000
Average
   1,472,000       2,287,000
Second most highly paid Executive Officer
Median
   797,000       826,000
Average
   837,000       1,035,000
Third most highly paid Executive Officer
Median
   556,000       650,000
Average
   758,000       800,000
Fourth most highly paid Executive Officer
Median
   500,000       537,000
Average
   716,000       713,000
Fifth most highly paid Executive Officer
Median
   440,000       464,000
Average
   436,000       559,000

~~By comparison, the total compensation for 2013 for Messrs. McCormick, Cushing, Salvador, Leonard, and Schreck was $2,128,000, $1,388,000, $1,245,000, $567,000 and $404,000, respectively.~~

~~Utilizing performance data as of September 30, 2014, the~~

Compensation Committee concluded the Company’s overall performance compared favorably with that of the Peer Group. On an annualized basis, through September 30, 2014, as reported by SNL Financial LC, TrustCo’s return on average equity was 11.80% compared to a 2014 Peer Group median, on an annualized basis, of 7.25% and a 2014 Peer Group average of 5.90%. For the same period, on an annualized basis, TrustCo’s efficiency ratio was 52.27%, compared to the 2014 Peer Group median of 59.78%, and a 2014 Peer Group average of 64.84%.

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. TrustCo and Trustco Bank typically operate with four senior executive officers, all of whom have a very broad scope of responsibilities. Consultants

The Compensation Committee ~~believes that the other institutions in the Peer Group have a larger pool of such officers having similar responsibilities.~~

~~Based on the data available in December of 2014, the Compensation Committee concluded that the base salaries and total~~periodically, but not necessarily annually, retains compensation of the Company’s top three named executive officers (Messrs. McCormick, Cushing and Salvador) were 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 relative to the Peer Group, while the base salaries and total compensation of Messrs, Leonard and Schreck remained below the average compensation levels for the fourth and fifth highest paid executive officers of both Peer Groups.

~~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. 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 ~~September 2014, the Company~~2020, management engaged ~~Arthur J. Gallagher & Co. (“Gallagher”) to undertake a survey of certain aspects~~McLagan, which is part of the Rewards Solutions practice at Aon Plc and an independent executive compensation ~~paid to the top five executives of each company in the Peer Group~~consulting firm, for purposes of comparing the Company’s long-term equity incentive award program with those of the Peer Group. In collecting the data, Gallagher reviewed the peer companies’ proxy statements for 2014, 2013analysis and 2012 which reflected the compensation paid during 2013, 2012 and 2011. Gallagher reviewed a variety of compensation elements, including (i) the value of long-term equity incentive awards granted to executives, (ii) the types of long-term equity incentive granted to executives, and (iii) salary and target bonus levels of executives, to calculate total compensation of executives and long-term equity incentive awards as a percent of total compensation. Among other methodologies, Gallagher used regression analysis to determine the “market” level of equity and cash compensation among the peer companies.

Gallagher found that among the peer companies, 38% granted time-vested stock options, 69% granted time-vested full share awards (restricted stock and restricted stock units) and 56% granted performance-vested awards. Among other findings, Gallagher determined that, (i) while the

~~value of the long-term equity incentive awards (stock options, restricted stock units and performance shares) granted by the Company to the named executive officers as a group~~market research services. Information thus obtained was ~~generally in line~~also shared with the Peer Group, the value of the long-term equity incentive awards granted to Mr. McCormick was slightly below market, (ii) the base salary for Mr. Leonard was below market, and (iii) the mix of time-vested stock options and time-vested full value shares (restricted stock and restricted stock units) was trending away from stock options in favor of full value shares.

~~2015~~Committee.

2020 Executive Compensation Program

For ~~2015~~2020 there were three basic elements to TrustCo’s executive compensation program, each of which has sub-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 the supplemental retirement plan).

	Annual Compensation			Salary, Executive Officer Incentive Plan and Other Benefits
	Long-Term Compensation			Restricted Stock Units and Performance Share Awards
	Retirement Compensation			401(k) Plan and Replacement Supplemental Retirement Plan Payments

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EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS

As a general matter, the Compensation Committee initially considers total compensation levels of the ~~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 ~~2015,~~2020, including the relevant history of those components and the compensation decisions made for ~~2015.~~

2020.

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~~that is fixed to give ~~our~~the Company’s named executive officers resources upon which to live and provide them with a certain level of financial security. The salaries for ~~our~~the Company’s named executive officers are established based upon the scope of their respective responsibilities, taking into account competitive market compensation paid by the Peer 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 2015, the Compensation Committee again determined not to increase the~~

In considering base salaries, the Committee considered a number of factors including the attainment of key performance goals and indicators set by the Committee for the executive officers with respect to regulatory matters, and, the comparative executive-officer base salaries in the Company’s Peer Group. Accordingly, on a case-by-case basis, the Committee determined that increases in executive officer base salaries were warranted this year for Messrs. ~~McCormick~~Ozimek, Leonard and ~~Cushing, which remained fixed (and have remained fixed for the past six years) at $880,000~~Curley. Messrs. Ozimek and $640,000, respectively. In making this determination, the Compensation Committee reviewed comparable base salaries of executives in the Peer Group and the relative performance of the peer companies. Although the Compensation Committee believes that these executive officers’ performance through the third quarter of 2014 led to the Company substantially outperforming our Peer Group,Curley received increases consistent with the ~~Company’s policy to gradually~~expansion of their respected roles as Executive Vice Presidents. Mr. Leonard received an increase over 2019 commensurate with the ~~proportion~~increasingly broad scope of ~~performance-based~~his responsibilities.

Accordingly, named executive officer compensation ~~to fixed compensation, the Compensation Committee elected not to increase their base salaries. Instead, the Compensation Committee believes that the Company’s~~ for 2020 was set as follows:

Name and Position	2020 Annual Base Salary⁽¹⁾	2019 Salary⁽²⁾	Increase over 2019
Robert J. McCormick	$975,000	$975,000	0%
Michael M. Ozimek	$385,000	$360,000	7%
Scot R. Salvador	$600,000	$600,000	0%
Robert M. Leonard	$550,000	$500,000	10%
Kevin M. Curley	$325,000	$275,000	18%

(1)	Base salary represents the salary in effect as of January 1, 2020.

(2)	Represents salary earned during 2019, inclusive of any changes made during the year.

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Executive Officer Incentive Plan (annual performance bonuses) and/or the Equity Incentive Plan (stock options, restricted units and performance share awards 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. Salvador, Leonard and Schreck for 2015, 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 responsibility. The Compensation Committee also considered the base salaries paid to executive officers at Peer Group Companies holding comparable positions.

After a recommendation from Mr. McCormick, and a review of Mr. Salvador’s overall performance, and considering that Mr. Salvador’s base salary has been frozen for the past four years, the Compensation Committee increased Mr. Salvador’s base salary by a modest 1.9% from $510,000 to $520,000.

After a recommendation from Mr. McCormick, and a review the Gallagher survey of Peer Group compensation, which revealed that Mr. Leonard’s base salary was below market, and of Mr. Leonard’s overall performance during 2014, the Compensation Committee increased his 2015 base salary by 5.8% from $260,000 to $275,000.

After a recommendation from Mr. McCormick and a review of Mr. Schreck’s overall performance during 2014, consistent with prior year increases and approximately in line with average annual salary increases nationwide, the Committee increased his 2015 base salary by 2.9% from $255,000 to $262,500.

In 2014, in anticipation of Mr. Cushing’s retirement, Mr. Ozimek was promoted to the position of Chief Financial Officer of TrustCo and Trustco Bank. In recognition of the additional duties and responsibilities assumed by Mr. Ozimek and based in part on base salaries paid to Chief Financial Officers at Peer Group companies, the Compensation Committee increased his base salary from $142,500 to $225,000.

Executive Officer Incentive Plan for ~~2015~~. 2020

The Executive Officer Incentive Plan provides for annual bonus compensation for the named executive officers based onupon the achievement of certain corporate performance targets. The bonus percentage was increased in 2020 for Mr. McCormick, our CEO, from 60% to 75% to reflect the greater responsibility that the CEO bears, both operationally and in the eyes of investors, for the Company’s success or lack thereof. It is appropriate, therefore, that the CEO’s potential upside should be adjusted accordingly, with due regard for the greater downside risk that necessarily goes along with such a benefit. The bonus percentage remained at 60% of base salary for each of the other named executive officers. The Compensation Committee reviews and adjusts as appropriate the plan bonus opportunities, performance targets, structure, and other metrics on an annual basis. In December ~~of 2014,~~2019, the Compensation Committee met and approved the bonus opportunities, performance targets, structure, and other metrics for ~~2015.~~

2020.

The corporate performance targets set for ~~2015~~2020 included, ~~return~~Return on ~~average equity, efficiency ratio,~~Average Assets (30%), Efficiency Ratio (30%), and the ~~ratio of nonperforming assets to total assets,~~Risk-Based Capital Ratio (40%), each as measured against the composite performance of the Peer Group. The ~~Compensation~~ Committee ~~selected~~retained the performance targets and the threshold, target, and maximum from the prior year. It believes that these ~~particular performance measures because it considers them~~three indicators continue to be ~~important factors~~indicative of the overall management of all aspects of the financial performance of the Company as Return on Average Assets measures the Company’s profitability, the Efficiency Ratio monitors management’s effectiveness in ~~driving corporate performance.~~the exercise of expense controls, and the Risk-Based Capital ratio is an indicator of overall risk that management is taking on the balance sheet. Bonuses ~~were earned~~ for ~~2015~~2020 are only awarded 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 1 (30% of base salary), target 2 (45% of base salary) and maximum ~~(50%~~(60% of base salary) level of achievement for all named executive officers other than our CEO, Mr. McCormick. Mr. McCormick received an increase to his performance targets in 2020 in order to better align with market compensation norms as well as to reflect the competitive pay positioning level for CEOs. His new payout levels are threshold (15% of base salary), target 1 (45% of base salary), target 2 (60% of base salary) and maximum (75% of base salary) level of achievement.

The tier structure was chosen as it is closely aligned with the structures used by the Company’s peers.

The following table sets forth the corporate performance targets, weightings, levels of achievement, and other details under the Executive Officer Incentive Plan for ~~2015. Results and bonus awards~~2020.

Equal to 40^th to 49^th Percentile of Peer Group

50^th to 59^th Percentile of Peer Group

60^th Percentile or Above of Peer Group

Return on Average Assets Ratio

53^rd Percentile

30%

Efficiency Ratio

56^th Percentile

30%

Tier 1 Risk-Based Capital Ratio

93^rd Percentile

60%

24%

Total

42%

(1)	Provided that performance is better than 2019 performance.

(2)	Provided that performance is better than 2019 performance, payout will be based on Target 2 percentage, otherwise Target 1 percentage.

(3)	Mr. McCormick’s award percentage received was 45% for the Return on Average Assets and Efficiency Ratio metrics and 75% for the Tier 1 Risk Based Capital metric. This translated into 13.5%, 13.5% and 30%, respectively, for each metric’s award as a percentage of salary.

Based upon the Company’s 2020 performance, the 2020 Executive Officers Incentive Plan generated 42% of base salary to the participating executive officers. The amounts paid in 2021 under the ~~plan were capped at a maximum of 50% of salary in 2015.~~

~~2015~~2020 Executive Officer Incentive Plan

Performance Criteria Weighting Threshold
Performance
Level
(20% of
salary) Target
Performance
Level
(30% of
salary) Maximum
Performance
Level
(50% of
salary) 2015
TrustCo
Performance
Level
Compared
to Peer
Group
Median Award
%
Earned
Award
as a
% of
Salary

Return on Average Equity 35 % Equal to Peer
Group median
to 9% above 10% to 24%
better than
Peer Group
median 25% better
than Peer
Group median 19% above    30% 10.50 %
Efficiency Ratio 35 % 13% above    30% 10.50 %
Nonperforming Assets to Total Assets 30 % --    -- --

Total 21.00 %

~~In calculating~~ to Messrs. McCormick, Ozimek, Salvador, Leonard, and Curley, were $292,500, $115,500, $180,000, $165,000, and $97,500, respectively, which exclude the ~~bonuses earned under the~~contingent bonus payments discussed below.

2021 Contingent Bonus Payments from 2020 Executive Officer Incentive Plan the Compensation Committee multiplied the weighting percentages of the performance goals that were achieved (35% for each of “return on average equity” and “efficiency ratio”) by the level of achievement (20% better than peer group for “return on average equity” and 13% better than peer group for “efficiency ratio” for “target” level of achievement) and corresponding percentage of base salary (30% of base salary for target level of achievement). Based on this calculation, the Compensation Committee determined that the 2015 annual bonus was equal to 21% of the executive officers’ base salaries.

As noted above, in November 2015, and thus prior to the determination of the amounts payable to them under the Executive Officer Incentive Plan, Messrs. McCormick, Cushing, Salvador, and Leonard agreed to waive the amounts that would be payable to them. Based upon the Company’s results for 2015, the amounts that would have been payable to Messrs. McCormick, Cushing, Salvador and Leonard under the plan would have been $184,800, $134,400, $109,200 and $57,750, respectively, for a total of $486,150. As to Messrs. Ozimek and Schreck, for 2015, the level of achievement of the corporate performance targets is set forth above and the bonuses earned by those officers under the plan represented 21.00% of base salary or $47,250 and $55,125, respectively.

~~Contingent Bonus Payments.~~

Consistent with the Company’s practice of placing more emphasis on long-term compensation and ~~to reward~~rewarding executives for sustained performance over more than one year, in December ~~of 2014,~~2019, when the Compensation Committee approved the bonus opportunities and performance targets for ~~2015,~~2020, it required, as allowed under the plan, that to the extent that the achievement level for ~~2015 resulted~~2020 results in bonus amounts in excess of 30% of base salary for the executives, payment of the amount in excess of 30% (the “Contingent Bonus”) would be contingent on achievement in 2021 of the same corporate performance goals set for ~~2015 (return~~2020 (Return on ~~average equity, efficiency ratio,~~Average Assets,

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Efficiency Ratio, and the ~~ratio of non-performing assets)~~Tier 1 Risk-Based Capital Ratio) relative to the Peer Group

average performance for ~~2016.~~2021. Payment levels ~~were~~are to be based on threshold (100% of Contingent Bonus), target (115% of Contingent Bonus), and maximum (125% of Contingent Bonus) level of achievement. At the threshold level, the Contingent Bonus ~~would~~will not be earned unless performance for at least two of the performance goals for ~~2015 is~~2021 are within ~~20% (no more than 20% worse than)~~the 40^th to 49^th percentile of the Peer Group average performance level for ~~2016.~~2021. Payment of any amount in excess of 100% of the Contingent Bonus ~~would~~will be subject to achievement of all corporate performance goals at a level better than the Peer Group average performance. ~~For 2015,~~

2019 Contingent Bonus Payment Criteria

Performance Level	Performance Criteria	Bonus Payment
Threshold	At least two of the performance goals set for 2021 are achieved at a level of 40^th to 49^th percentile of the peer group performance	100% of Contingent Bonus
Target	All performance goals for 2021 are achieved at 50^th to 59^th percentile of the peer group performance	115% of Contingent Bonus
Maximum	All performance goals for 2021 are achieved at 60^th percentile or greater than the peer group performance	125% of Contingent Bonus

12% of the 2020 Executive Officers Incentive Plan ~~paid out 21%~~(all amounts above 30% of base ~~salary~~salary) are subject to the ~~participating executive officers who did not waive the bonus. As such, no amount of the 2015 bonus was subject to this~~one-year Contingent Bonus payment ~~feature.~~

~~2016 Contingent Bonus Payment~~


~~Performance Level~~	~~Performance Criteria~~	~~Bonus Payment~~
~~Threshold~~	~~At least two of the~~ ~~performance goals set for 2015~~ ~~are achieved during 2016 at a~~ ~~level that is no more than~~ ~~20% worse than the Peer Group~~ ~~average performance level~~	~~100% of Contingent Bonus~~

~~Target~~	~~All relative performance goals for 2015 are achieved during 2016 at the target performance level~~	~~115% of Contingent Bonus~~

~~Maximum~~	~~All relative performance goals for 2015 are achieved during 2016 at the maximum performance level~~	~~125% of Contingent Bonus~~

feature and will only pay out in early 2022 if the additional criteria for 2021 are met.

The Compensation Committee believes that the Executive Officer Incentive Plan, as currently structured with the long-term performance feature, will ~~incentivize~~encourage and reward executives for achievement of key corporate performance goals that will contribute to long-term sustained performance, drive long-term shareholder value creation, and encourage executive decision making that mitigates ~~excessive~~ long-term risk. Moreover, itthe Committee believes ~~based on the Gallagher survey,~~ that payment levels relative to base salary percentages are generally consistent with Peer Group bonus compensation levels and serve to reward executives for superior performance over more than one year with enhanced performance-based compensation in lieu of increased fixed compensation.

~~Annual Benefits.~~ ~~The Company provides certain other annual benefits~~

2020 Contingent Bonus Payments from 2019 Executive Officer Incentive Plan

30% of the 2019 Executive Officer Incentive Plan was subject to the 2020 Contingent Bonus payment criteria. Based on 2020 performance, the named executive officers received a bonus payment in 2021 for 2020 performance, at the ~~form~~target level of ~~(i)~~115%, of the ~~benefits under its Executive medical reimbursement plan described below, (ii) use~~Contingent Bonus based on achieving all three of ~~Company cars, (iii) country club memberships, (iv) financial planning services~~the metrics. Return on Average Assets Ratio was 53^rd percentile of the Peer Group average, Efficiency Ratio was 56^th percentile of the Peer Group average , and ~~(v) additional tax “gross up” payments. In addition~~the Tier 1 Risk-Based Capital Ratio) was 93^rd percentile relative to the ~~specific reasons set forth below for providing these benefits,~~Peer Group average. The amounts paid in 2020 under the ~~Compensation Committee believes they help~~2019 Executive Officer Incentive Plan 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’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.~~ Messrs. McCormick, ~~Cushing,~~Ozimek, Salvador, Leonard, and ~~Leonard are participants in the Company’s Executive Medical Reimbursement Plan. The plan is intended to provide for the reimbursement of medical, hospitalization,~~Curley, were $336,375, $132,875, $207,000, $189,750, and dental expenses that exceed the deductible or co-payment limits under the Company’s general medical insurance plans. The plan is intended to provide selected 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.

~~Use of Company Cars.~~ The Company provides all of the named executive officers with the use of a 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.

~~Club Memberships.~~ The Company provides all of the named executive officers with membership in a 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.~~ The Company pays for the cost of financial planning services for Messrs. McCormick, Cushing, Salvador, and Leonard by a professional consulting firm. This benefit is intended to enhance the overall efficiency of the Company’s executive compensation program by ensuring that the participating 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.~~ 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 is not diminished and does not create additional financial consequences for the executives.

$112,125, respectively.

Long-Term Compensation

Long-Term Incentive Program.

The Company maintains a long-term incentive compensation program through the ~~Amended and Restated TrustCo Bank Corp NY 2015 Incentive Plan (the “Equity Incentive Plan”), the Performance Bonus Plan and Performance-Based Stock Appreciation Units. The~~2019 Equity Incentive Plan ~~provide for~~which was approved by our shareholders at our 2019 annual ~~equity-based awards~~meeting, and the Performance Bonus Plan applicable to Messrs. McCormick and Salvador and performance-based stock appreciation units issued to Mr. Leonard. The 2019 Equity Incentive Plan provides for annual grants of equity-based awards of which restricted stock units and performance awards are required by the award agreement to be settled in cash, the Performance Bonus Plan provides for a cash payment equal to the increase in value from the change in control over the stock price at the date of grant of the award and the performance-based stock appreciation units provide for ~~equity-based compensation~~a cash payment to Mr. Leonard upon a termination in connection with a change in ~~control.~~control based upon the appreciation in value of TrustCo’s common stock between the date of his award and the date of the occurrence of a change in control or Mr. Leonard’s termination, whichever value is greater. The Company believes that compensation inderived from the ~~form~~value of ~~equity-based awards~~our common stock ties the interests of the named executive officers with those of our shareholders and thereby drives long-term success.

The 2019 Equity Incentive Plan was established to advance the interests of the Company and its shareholders by providing toemployees, including the executive officers, an opportunity to acquire equity or equity-based ownership in the Company along with the incentive advantages inherent in ~~that equity ownership.~~compensation tied to the value of our common stock. The ~~plan~~2019 Equity Incentive Plan allows for the grant of a variety of equity-based awards, including stock options, restricted stock, restricted stock units and performance ~~shares, and~~shares. The 2019 Equity Incentive Plan 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,~~conditions, and expiration dates.

In 2016 we ceased granting stock options to our named executive officers and began granting restricted stock units and performance shares that settle in cash.

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 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

TrustCo Bank Corp NY 2021 Proxy Statement

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EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS

situated officers at Peer Group companies. Ultimately, however, the Compensation Committee makes discretionary judgments based on these factors and its 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.

We grant our equity awards in the fall, before the end of our fiscal year, at the same time that we determine bonus compensation amounts and performance goals for the next fiscal year. In making the ~~2015~~2020 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 ~~seniority~~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 units 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, in 2020 the Compensation Committee maintained its ~~past~~ practice of weighting the ~~equity~~ awards more heavily towards performance-vested awards (performance shares)~~, which again represented 50% of the overall value granted in 2015. The Gallagher survey confirmed that the mix of time-vested awards (in the form of stock options~~ and ~~restricted stock units) and performance-vested awards, with a heavier weighting towards performance-vested awards, is consistent with the types of equity awards granted by companies in the Peer Group.~~

Based in part on the findings in the Gallagher survey that the value of the long-term equity incentive awards (stock options, restricted stock units and performance shares) granted by the Company to the named executive officers as a group was generally in line with the Peer Group, the Compensation Committee sought to keep the total value of all the equity awards granted in 2015 approximately the same as the total value to those awarded in 2014 and 2013. (The Summary Compensation Table provides additional information regarding the value of restricted stock awards and option grants.) Although the Gallagher survey found that the value of the long-term equity incentive award granted to Mr. McCormick in past years was below market, the Compensation Committee elected not to increase the value of the award to Mr. McCormick for 2015.

~~Stock Option and Restricted Stock Unit Awards~~. In years prior to 2014, the Compensation Committee granted stock options and restricted stock unit awards in relatively equal proportion based on value. For example, in 2013, 50% of the value attributable to time-vested equity awards was granted in the form of stock options and 50% was granted in the form of restricted stock unit awards. Based on the findings in the Gallagher survey that Peer Group companies were trending away from use of stock options, for 2014 the Compensation Committee shifted the time-vested portionallocated 60% of the equity awards ~~away from~~to performance shares that vest based on financial metrics over the following three fiscal years (see below) and 40% in time-vested restricted stock ~~options.~~units. The ~~remaining 50%~~Compensation Committee also continued its practice of paying these awards on vesting in cash because it believes such payment will have a more beneficial impact on our stock price, as it would be less dilutive to shareholders. Executive officers are also encouraged to use the ~~value of time-vested equity awards was granted~~cash to purchase stock in the ~~form of performance shares, which are discussed~~open market in ~~more detail below. For 2015, as in 2014, 35% of~~order to satisfy the ~~value of the time-vested equity awards was granted in the form of restricted~~Company’s robust stock ~~units and only 15% was granted in the form of stock options.~~

ownership requirements.

Restricted Stock Unit Awards

In ~~2015~~November 2020, the Compensation Committee granted the following ~~stock option and~~ restricted stock unit awards to each of the named executive ~~officers:~~

Named Executive Officer

Stock Option Awards

Restricted Stock Units

Robert J. McCormick    50,000       18,500
Robert T. Cushing⁽¹⁾    --       --
Scot R. Salvador    28,000       9,250
Robert M. Leonard    28,000       9,250
Eric W. Schreck    7,250       2,500
Michael M. Ozimek    7,250       2,500

officers for 2020 performance:

Named Executive Officer	Restricted Stock Units⁽¹⁾	At
Robert J. McCormick	46,032
Michael M. Ozimek	15,873
Scot R. Salvador	15,873
Robert M. Leonard	22,222
Kevin M. Curley	15,873

(1)

In 2020 the ~~time the 2015 stock options and restricted stock units were granted, Mr. Cushing was expected to retire as~~amount of ~~December 31, 2015 and therefore no options or units were granted to him. Subsequent to the grant date, it~~this award was determined as a dollar amount. The number of units issued was based on that ~~Mr. Cushing’s retirement date would be delayed and a new retirement date has not yet been determined.~~

amount divided by the closing stock price ($6.30) on the day of issue (November 17, 2020).

The exercise price of all stock options granted was $6.43 per share, the closing price of the Company’s common shares on November 17, 2015, the date of grant. The stock options will vest in equal annual amounts over a five year period, with all options being fully vested as of November 17, 2020. The stock options will expire on November 17, 2025 if unexercised.

The periods of restriction applicable to the restricted stock unit awards will lapse ~~as to all units awarded~~ in ~~a single tranche on~~three equal vesting periods in November ~~17, 2018.~~of 2021, 2022, and 2023, respectively. In addition, vesting of ~~options~~units and the lapse of the restrictions may accelerate upon certain events, including the death, disability, or retirement of an award ~~holder or upon~~holder. Upon a change in control of ~~TrustCo.~~TrustCo the restricted stock units will be settled in accordance with the provisions of the plan, which contains a “double-trigger” change in control acceleration provision. All restricted stock units are settled in cash only; no shares of the Company’s common stock will be issued in connection with the lapse of the period of restriction applicable to the units.

The definition of “change in control” is contained in the 2019 Equity Incentive Plan and is substantially the same as the definition contained in the senior executives’ employment agreements and the Performance Bonus Plan described below (and also substantially the definition set forth in the U.S. Treasury Department regulations under Section 409A of the Internal Revenue Code). The Compensation Committee believes that the definition of change in control is customary within the banking industry and that the circumstances under which change in control benefits would vest or become payable are reasonable.

	Restricted Stock Units Vesting in 2020
Named Executive Officer	Number of 2017 Shares that Vested (#)⁽¹⁾	Amount of Cash Received on Vesting ($)⁽¹⁾	Number of 2018 Shares that Vested (#)⁽²⁾	Amount of Cash Received on Vesting ($)⁽²⁾	Number of 2019 Shares that Vested (#)⁽³⁾	Amount of Cash Received on Vesting ($)⁽³⁾
Robert J. McCormick	6,666	41,329	8,703	53,959	10,997	68,401
Michael M. Ozimek	934	5,791	1,305	8,091	3,413	21,229
Scot R. Salvador	3,334	20,671	4,787	29,679	3,413	21,229
Robert M. Leonard	3,334	20,671	4,787	29,679	5,309	33,022
Kevin M. Curley	934	5,791	1,305	8,091	4,930	30,665

(1)	On November 21, 2020, one-third of the 2017 restricted stock unit awards vested.

(2)	On November 20, 2020, one-third of the 2018 restricted stock unit awards vested.

(3)	On November 19, 2020, one-third of the 2019 restricted stock unit awards vested.

TrustCo Bank Corp NY 2021 Proxy Statement

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EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS

Performance Share Awards.

In consultation with and based upon advice from a compensation consultant, in 2013 the Compensation Committee established the performance share award program under the Equity Incentive Plan. Consistent with that plan, in 2015November 2020 the Compensation Committee granted the following performance-based equity awards to each of the named executive officers:


Named Executive Officer		Performance Shares at Target⁽¹⁾
	Robert J. McCormick		~~26,000~~ 69,048
~~Robert T. Cushing~~⁽¹⁾	Michael M. Ozimek	--	23,810
	Scot R. Salvador		~~13,750~~ 23,810
	Robert M. Leonard		~~13,750~~ 33,334
~~Eric W. Schreck~~	Kevin M. Curley	~~3,500~~
~~Michael M. Ozimek~~ 23,810		~~3,500~~

⁽¹⁾

AtIn 2020 the ~~time the 2015 performance share awards were granted, Mr. Cushing was expected to retire on December 31, 2015 and therefore no awards were granted to him. Subsequent to the~~amount of this award ~~date, it~~ was determined as a dollar amount. The number of units issued was based on that ~~Mr. Cushing’s retirement date would be delayed and a new date has not yet been determined.~~

amount divided by the closing stock price ($6.30) on the day of issue (November 17, 2020).

Each performance share represents the right to receive upon settlement an amount in cash equal to the fair market value of one share of TrustCo common stock. The performance shares generally will vest at the end of a three-year performance period based upon continued employment through the end of the performance period and the achievement of the corporate performance ~~goals.~~goals set forth at the time of grant. The three-year performance period for the ~~2015~~2020 awards runs from January 1, ~~2016~~2021 through December 31, ~~2018~~2023 (the “Performance Period”). ~~For~~Based on shareholder input, beginning in 2017 the vesting of these performance share awards ~~granted in 2015,~~is based on the achievement of ~~the~~two performance metrics. The performance goals ~~condition will be measured by~~remained the ~~percentage increase~~same for awards made in 2020. They are return on average equity and the ~~Company’s diluted earnings per share (“Diluted EPS”) as~~ratio of nonperforming assets to total assets. Additionally, if non-performing assets to total assets of the ~~end of~~Company increases by more than 50% during the Performance Period, ~~over~~ the total amount of cash to be paid pursuant to this Award shall be reduced by one quarter.

The Company’s ~~Diluted EPS for~~return on average equity is measured as the ~~year ended December 31, 2015 (“Base Diluted EPS”). Based on~~average of each of the three years within the defined performance period against a ~~2012~~comparative group of peer ~~group comparison, for those companies that granted performance-vested long-term incentive awards, earnings per share was the most common criteria used. The number of performance shares subject to~~institutions with vesting ~~will depend on the level of increase in Diluted EPS over the Base Diluted EPS~~and payout occurring at the end of the ~~Performance Period.~~performance period. The following table ~~below sets forth~~outlines the ~~threshold, target~~peer ranking and ~~maximum vesting criteria for~~ the ~~2015 awards.~~

corresponding adjustment factor:

	Return on Average Equity for the Performance Period
~~Increase in Diluted EPS~~ ~~at end of Performance Period~~	Percentile Ranking	~~Percentage of Performance Shares~~ ~~Subject to Vesting~~	Factor
~~Less than 6% increase over Base Diluted EPS~~	Above 60^th percentile of the Peer Group	~~No vesting~~	150%
	50^th - 59^th percentile of the Peer Group		100%
~~At least 6% but less than 9% increase~~ ~~over Base Diluted EPS~~	40^th - 49^th percentile of the Peer Group	~~Threshold Vesting~~ (	75% ~~of Target Performance Shares)~~

~~At least 9% but less than 12% increase~~ ~~over Base Diluted EPS~~ Below 40^th percentile of the Peer Group		~~Target Vesting~~ ~~(100% of Target Performance Shares)~~

~~12% or greater increase over Base Diluted EPS~~ 0%		~~Maximum Vesting~~ ~~(125% of Target Performance Shares)~~

Upon completion of the Performance Period, the Compensation Committee will evaluate and determine the extent to which the time-based vesting conditions and performance-based vesting conditions have been satisfied and will certify the level of the performance goals attained and the amount payable as a result thereof. Payment in respect of the performance shares will be made in a lump sum in cash to the recipients on a date no later than March 15 of the year following the end of the Performance Period.

Performance shares may vest, ~~and be settled,~~ prior to the end of the ~~Performance Period~~performance period upon the death, disability, or retirement of a participant ~~or in~~on a pro rata basis and will be settled at the end of the performance period based on the Company’s performance. In the event of a change in control of ~~TrustCo.~~

TrustCo during the performance period, awards will be settled based on the higher of actual performance or target at the time of the change in control. The payment of shares will be governed by the terms of the 2019 Equity Incentive Plan.

Achievement of 2017 Performance ~~Bonus Plan~~~~. The second aspect~~Share Awards

In 2017, the named executive officers received performance share awards which had a three-year performance period that expired on December 31, 2020.

Named Executive Officer	Threshold	Target	Maximum
Robert J. McCormick	22,500	30,000	45,000
Michael M. Ozimek	3,150	4,200	6,300
Scot R. Salvador	11,250	15,000	22,500
Robert M. Leonard	11,250	15,000	22,500
Kevin M. Curley	3,150	4,200	6,300

Achievement of ~~TrustCo’s long-term incentive program is its~~ the performance-goals condition was measured as the Company’s return on average equity measured as the average of each of the three years against a comparative group of peer institutions for the Performance Period.

	Percentile Ranking			Factor
	Above 60^th percentile of the Peer Group			150%
	50^th - 59^th percentile of the Peer Group			100%
	40^th - 49^th percentile of the Peer Group			75%
	Below 40^th percentile of the Peer Group			0%

TrustCo Bank Corp NY 2021 Proxy Statement

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EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS

In 2021, the Compensation Committee determined that the performance goals for the 2017 awards were achieved at the maximum level. Accordingly, payments were made at the maximum number of units, or 150% of the target amounts. Thus, Messrs. McCormick, Ozimek, Salvador, Leonard, and Curley received cash payments of $300,150, $42,021, $150,075, $150,075 and $42,021, respectively, with respect to the 2017 performance share awards, based on the $6.67 closing price per share of TrustCo common stock on December 31, 2020.

Performance Bonus Plan ~~which provides compensation to certain of~~and Performance-Based Stock Appreciation Unit Awards

The Company adopted the ~~Company’s~~Performance Bonus Plan for its most senior executive officers ~~(Messrs.~~in 1997 and it was amended and restated in 2008 to, among other matters, comply with Section 409A of the Internal Revenue Code. This plan provides cash compensation to Messrs. McCormick ~~Cushing,~~ and ~~Salvador)~~Salvador in the event of a change in control of the ~~Company. The~~ Company has made a similar award, in the form of performance-based stock appreciation units, to Mr. Leonard under a separate agreement with him. Please refer to the discussion below under the heading “Performance-Based Stock Appreciation Unit Award”. Although the Company is not actively seeking to be acquired, the Compensation Committee understands that regional banking institutions such as the Company are continually subject to acquisition by third parties.

The Performance Bonus Plan is designed to accomplish two objectives with respect to these senior executive officers. First, the plan is intended to reward the executive officers for successful strategic acquisition that is in the best interest of our shareholders. Second, because it is unlikely that following any “change in control” (as defined in the Performance Bonus Plan), TrustCo’s senior executive officers would continue to have the same level of responsibility and compensation as they currently have with TrustCo, and because these senior executive officers may perceive significant risks in any such reduced responsibility and compensation resulting from any such acquisition, the plan, along with the change in control benefits available under the senior executives’ employment agreements, is designed to encourage these highly qualified executives to remain with the Company through the consummation of such acquisition and to attract other executives as may be necessary.

~~Under the Performance Bonus Plan, the designated senior executive officers have been awarded units, the ultimate value of which is~~ based ~~upon~~on the appreciation in value of TrustCo’s common stock between the date of the award and the occurrence of a ~~“change~~change in ~~control” as defined in the plan.~~control. The units so awarded vest fifteen days prior to the scheduled closing date of a change in control, upon the occurrence of an unannounced change in control, or upon a participant’s termination of employment for reasons other than cause within one year prior to a change in control. ~~Payment to a participant under the plan must be made within ten days after the change in control.~~

The Compensation Committee believes that the definition of change in control (which is substantially the same as the definition contained in the senior executives’ employment agreements and is substantially the definition set forth in the U.S. Treasury Department regulations under Section 409A of the Internal Revenue Code) is customary within the banking industry and that the

~~circumstances under which change in control payments would be made are reasonable. Each of~~ Messrs. McCormick ~~Cushing,~~ and Salvador ~~has been~~were each awarded ~~an equal number~~524,702 units in 2004 at a price of ~~Performance Bonus Units. The Company does not make annual awards of units under the Performance Bonus Plan; rather, the units were awarded at the plan’s inception~~$10.78 per unit and $13.15 per unit, respectively. In 2014, in ~~1997 and have subsequently been selectively awarded by the Committee when a person becomes a senior executive.~~

The Compensation Committee believes the Performance Bonus Plan continues to enhance the goal of an ownership culture through long-term incentives thereby advancing the interest of the Company and its shareholders. However, the Compensation Committee will continue to review this long-term incentive vehicle on an annual basis as it continues to refine its approach to long-term incentives.

~~Performance-Based Stock Appreciation Unit Award.~~ In connection with ~~the~~Mr. Leonard’s promotion ~~of Mr. Leonard~~ to the senior executive management team, ~~instead of granting Mr. Leonard units under~~ the ~~Performance Bonus Plan, in January of 2014, the Compensation Committee~~Company granted Mr. Leonard an award of 300,000 performance-based stock appreciation units ~~(“PSAUs”~~with a per unit price of $6.95 under a separate agreement with him (the “PSAUs”). ~~Like~~The PSAUs are similar to the awards issued to Messrs. McCormick and Salvador under the Performance Bonus Plan, ~~these units are intended to encourage~~however, the PSAUs pay out in cash solely upon a “double trigger” (that is both a change in control and termination of employment) and Mr. Leonard will not receive a tax gross-up to ~~remain with~~cover potential excise taxes under Section 4999 of the ~~Company up to and through the consummation of a successful strategic acquisition that is in the best interest of our shareholders, TrustCo and Trustco Bank. To facilitate this, the units~~Internal Revenue Code. The PSAUs will become vested upon (i) a termination of Mr. ~~Leonard~~Leonard’s employment without cause or for good reason within two years following a change in control of TrustCo or (ii) the occurrence of a change in control within 12 months following a termination of Mr. Leonard without cause or for good reason. Upon vesting, Mr. Leonard will be entitled to receive cash compensation based upon the appreciation in value of TrustCo’s common stock between the date of the award and the date of the occurrence of a change in control or Mr. Leonard’s termination (whichever value is greater). ~~Unlike~~Although the ~~units under~~Company is not actively seeking to be acquired, the Compensation Committee understands that regional banking institutions such as the Company are continually subject to acquisition by third parties.

The Performance Bonus Plan and the PSAUs were designed to accomplish two objectives with respect to these senior executive officers. First, the plan is intended to reward the executive officers for a successful strategic acquisition that is in the best interest of our shareholders. Second, because it is unlikely that following any change in control, TrustCo’s senior executive officers would continue to have the same level of responsibility and compensation as they currently have with TrustCo and inasmuch as these senior executive officers may perceive significant risks in any such reduced responsibility and compensation resulting from any such acquisition, the Performance Bonus Plan and the PSAUs, ~~do not vest solely upon a~~along with the change in ~~control. Mr. Leonard will not receive a tax gross-up~~control benefits available under the senior executives’ employment agreements, are designed to ~~cover potential excise taxes~~encourage these highly qualified executives to remain with the Company through the consummation of such acquisition and to attract other executives as may be necessary.

The Compensation Committee believes that the definition of change in control in the Performance Based Plan and the PSAUs (which is substantially the same as the definition contained in the senior executives’ employment agreements and is substantially the definition set forth in the U.S. Treasury Department regulations under Section ~~4999~~409A of the Internal Revenue ~~Code.~~

~~Mr.~~Code) is customary within the banking industry and that the circumstances under which change in control payments would be made are reasonable. Messrs. Ozimek and ~~Mr. Schreck are not Executive Vice Presidents and did~~Curley do not participate in the Performance Bonus Plan ~~or receive~~and have not been awarded PSAUs.

Other Annual Benefits

Annual Benefits

The Company provides certain other annual benefits to the named executive officers in order to maintain the market competitiveness of ~~Performance-Based Stock Appreciation Unit Awards.~~

~~Stock Ownership, Anti-Hedging~~our overall compensation package and ~~Anti-Pledging Guidelines~~.~~The Company’s board of directors has adopted stock ownership guidelines for both senior management and members~~to support the executive officers in meeting the needs of the ~~board.~~business. 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 also serves to attract new highly talented, results-driven executives as the need may arise. The ~~board believes directors~~benefits provide a value which outweighs the cost to the Company since the benefits provide for maximized productivity and ~~designated members~~availability of ~~senior management should have a financial investment~~our executives, adding to our company’s success. The Committee continues to evaluate these benefits based on needs of the business and prevailing market practices and trends.

Executive Medical Reimbursement Plan

All of our named executive officers are participants in the ~~Company. As CEO, Mr. McCormick~~Company’s executive medical reimbursement plan. The plan is ~~expected~~intended to ~~beneficially own (including options) 350,000 shares,~~provide for the reimbursement of medical, hospitalization, and as Executive Vice Presidents, Messrs. Cushing, Salvador and Leonard are each expected to beneficially own 250,000 shares (including options to acquire shares and other equity-based awards). These guidelines for members of senior management are expected to be achieved within four years of being appointed to their positions. As of December 31, 2015 Mr. McCormick beneficially owned 3,039,385 shares and Messrs. Cushing, Salvador and Leonard beneficially owned 1,363,496, 1,041,095, and 488,270, respectively. The totals above include awards under equity plans, including awards of Performance – Based Stock Appreciation Units and awardsdental expenses that exceed the deductible or co-payment limits under the ~~Performance Bonus Plan. Additional information regarding~~Company’s general medical insurance plans. The plan is to ensure the ~~stock~~executives health and welfare in order to ensure business continuity 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.

TrustCo Bank Corp NY 2021 Proxy Statement

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~~ownership~~

EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS

Use of Company Cars

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

Club Memberships

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

Financial Planning

The Company pays for the cost of financial planning services for all of the named executive officers by a professional consulting firm in order to allow our executives to focus more on business responsibilities. This benefit is extended to a select group of executives based upon their individual situations and positions within the Company and is intended to enhance the overall efficiency of the Company’s executive compensation program by ensuring that the participating executive officers consider and properly plan for the various estate planning and income tax consequences, and generally take full advantage of the Company’s various compensation programs, taking into account their individual circumstances.

Additional Tax Payments

The Company makes additional annual payments to the named executive officers to ensure that the effect of the above-mentioned other annual benefits is ~~set forth under “Information on Trustco Executive Officers”~~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 is not diminished and indoes not create additional financial consequences for the ~~Outstanding Equity Awards – December 31, 2015 table. As Senior Vice Presidents, Mr. Ozimek and Mr. Schreck are not subject to stock ownership guidelines.~~

executives.

Retirement Compensation

The retirement plans available to TrustCo’s officers and employees include the Retirement Plan of Trustco Bank, the Trustco Bank Profit Sharing/401(k) Plan, and the Company’s Supplemental Retirement Plan.

Retirement Plan and Profit Sharing/401(k) ~~Plan.~~Plan

The Trustco Bank Retirement Plan is a defined benefit pension plan pursuant to which annual retirement benefits are based on years of service to a maximum of 30 years and average annual earnings of the highest five consecutive years during the final ten years of service. The defined benefit retirement plan is fully funded by Trustco Bank contributions. The Retirement Plan was ~~“frozen,”~~“frozen” in 2006, and there will be no new participants in the plan. Participants in the plan during 2006 are entitled to benefits accrued as of December 31, 2006. TrustCo and the Compensation Committee believe that, for companies nationwide, the primary vehicle for employee retirement benefits is the 401(k) savings plan. To meet increased employee expectations in this regard, TrustCo enhanced its Profit Sharing Plan in 2006 to include a 401(k) feature, thereby making this the primary retirement plan for TrustCo. Each of the named executive officers participates in the Retirement Plan, and in ~~our~~the Profit Sharing/401(k) Plan.

Supplemental Retirement ~~Plan.~~Plan

The Company maintains a Supplemental Retirement Plan (“SERP”), which is an unfunded, nonqualified, and non-contributory deferred compensation plan. The amounts of supplemental retirement benefits payable under the SERP are actuarially calculated to achieve a benefit at normal retirement that approximates the difference between (i) the total retirement benefit the participant would have received under the Trustco Bank Retirement Plan without taking into account limitations on compensation, annual benefits, and years of service and (ii) the retirement benefit the participant is projected to receive under the Trustco Bank Retirement Plan at normal retirement (up to a maximum of $7,000,000). The Company’s annual contribution to the SERP (through 2008) and its current direct cash payments to each participant (which are described below) are determined pursuant to a formula set forth in the SERP. Because the Compensation Committee established the plan to provide the supplemental retirement benefits described above, neither the annual contributions to the SERP nor the direct annual payments to be made to the senior executive officers beginning in 2009 in lieu of the SERP contributions are considered annual compensation and are not taken into account when determining other components of annual compensation.

The Compensation Committee believes that the SERP, together with the Retirement Plan and the Profit Sharing/401(k) Plan, promote executive retention and allow the executive to focus on the long-term success of TrustCo. Participation in the SERP is limited to a select group of executives of TrustCo who are ~~highly compensated~~highly-compensated employees, and an employee must be selected by the board of directors to participate in the Plan. In December 2008, as a result of the effect of Section 409A of the

Internal Revenue Code and its implementing regulations, which added a six-month period prior to the executive receiving the vested benefit that would be paid upon

TrustCo Bank Corp NY 2021 Proxy Statement

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EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS

retirement or separation from service, TrustCo’s senior executives made a recommendation to the Compensation Committee to freeze the SERP effective December 31, 2008 and requested that the amount of the Company’s annual contribution to the SERP plus interest for each officer instead be paid directly to each officer. The ~~committee~~Committee considered the request and decided to add a corresponding amendment to the SERP and to each SERP participant’s employment agreement to the effect that the annual increment to be added to the SERP plus interest was to be paid directly to the executive officer. Under the employment agreement amendment, the payment is to be equal to the incremental amount that would have been credited for the year to the executive’s supplemental account balance under the SERP, as such plan was in effect on December 31, 2007, and had it not been amended to cease additional benefit accruals following December 31, 2008. A similar provision was added to ~~Mr.~~Messrs. Leonard’s, Ozimek’s, and Curley’s employment ~~agreement~~agreements upon ~~his~~their promotion to the senior executive management ~~team.~~team in December 2018. For 2019, the Company paid Messrs. McCormick, Ozimek, Salvador, Leonard, and Curley cash payments of $496,944, $232,494, $324,220, $579,356 and $259,842, respectively, in lieu of the SERP. All amounts currently accrued under the SERP will remain accrued until the separation of service of the executive. Of the Company’s named executive officers, only Messrs. McCormick ~~Cushing~~ and Salvador ~~participate~~are participants in the SERP.

Employment Agreements

As discussed in more detail below, TrustCo and Trustco Bank ~~have~~ entered into employment agreements in 2008 (which are substantially identical to each other) with Messrs. McCormick ~~Cushing,~~ and Salvador that generally provide for their annual compensation and benefits and certain termination benefits in connection with a change in control. Specifically, these agreements provide for (i) a change in control/severance payment upon the earlier to occur of a change in control or a termination of the executive’s employment within one year prior to a change in control in an amount equal to 2.99 times his annual compensation in effect at the time of his termination or the change in control and (ii) the transfer of certain ~~Company provided~~Company-provided perquisites to the executive upon a termination of the executive’s employment within two years following a change in control. In addition, the agreements provide for the reimbursement of certain post termination medical expenses in the event of a termination of the executive’s employment (i) on account of death, disability, or retirement at any time during his employment, or (ii) for any reason (other than for cause) within two years following a change in control. Although ~~the~~these legacy agreements are structured to avoid the imposition of excise taxes under Section 4999 of the Internal Revenue Code, the agreements also provide for a tax gross-up payment, if necessary, to mitigate against any excise tax that might be imposed under Section 4999 and ensure that the executives receive the full intended change in control/severance payment, should any such excise tax be imposed. As noted above, these employment agreements, along with the Performance Bonus Plan, are intended to reward the Company’s most senior executive officers for a successful strategic acquisition of TrustCo and Trustco Bank that is in the best interest of our shareholders and encourage these senior executives to remain with the Company up to and through the consummation of such strategic acquisition in order to ensure a stable management team through the consummation of such transaction.

In 2013, in connection with his promotion to the senior executive management team, TrustCo and Trustco Bank also entered into an employment agreement with Mr. ~~Leonard.~~Leonard, and in 2018, in connection with their promotion to the senior executive management team, TrustCo and Trustco Bank also entered into employment agreements with Mr. Ozimek and Mr. Curley. Mr. Leonard’s, Mr. Ozimek’s, and Mr. Curley’s employment agreement ~~also provides~~each provide for ~~his annual compensation and~~ certain termination benefits in connection with a change in ~~control, the terms of which are also discussed in more detail below.~~control. Specifically, ~~Mr. Leonard’s agreement provides for~~they shall receive a change in control/severance

payment in an amount equal to 2.99 times annual compensation in effect at the time of termination or the change in control and (ii) the transfer of certain Company-provided perquisites to the ~~extent he is terminated~~executive upon a termination of the executive’s employment within one year prior to or two years following a change in ~~control and~~control. They each receive the same medical reimbursement benefits and ~~perquisite transfers~~perquisites provided to Messrs. McCormick, ~~Cushing,~~ and Salvador upon the termination of his employment for death, disability, retirement, or for any reason (other than for cause) within two years following a change in control. While Mr. Leonard’s, ~~agreement is~~Mr. Ozimek’s, and Mr. Curley’s agreements are also structured to avoid the imposition of excise taxes under Section 4999 of the Internal Revenue Code, ~~it does~~they do not provide for a similar excise tax gross-up. Similar to the employment agreements for Messrs. McCormick ~~Cushing,~~ and Salvador, Mr. Leonard’s, Mr. Ozimek’s, and Mr. Curley’s employment ~~agreement is~~agreements are intended to encourage ~~him~~the executive to remain with the Company up to and through the consummation of a successful strategic acquisition of TrustCo and Trustco Bank ~~that is in the best interest of our shareholders~~ in order to ensure a stable management team through the consummation of such transaction.

~~Results~~

Compensation Risk Management, Policies and Practices

Prohibition on Hedging and Pledging

Our Insider Trading Policy prohibits all of ~~“Say-on-Pay” Vote~~

~~Although~~our executive officers and directors, as well as additional persons who are subject to our Insider Trading Policy, from engaging in any hedging or monetization transactions or similar arrangements with respect to any of our equity securities held by them and also prohibits them from pledging any of their Company equity securities, including by holding such shares in a margin account. Covered Persons may not enter into hedging or monetization transactions or similar arrangements with respect to Company securities including buying or selling puts or calls or purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of Company securities. The hedging and pledging restrictions are set forth in the TrustCo Insider Trading Policy, which can be found under the investor relations link on the Company’s ~~shareholders voted~~website. Individuals who are not covered employees are not subject to this policy.

TrustCo Bank Corp NY 2021 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS

Clawback Policy

In July of 2016, TrustCo adopted an Executive Compensation Clawback Policy that provides for ~~holding an advisory vote on~~the recovery by the Company of certain elements of compensation received by executive ~~compensation every three years, as part~~officers of the ~~Company’s ongoing effort to consider the interests of our shareholders when determining compensation policies and programs for the named executive officers,~~Company if the Company ~~decided~~is required to ~~hold annual advisory votes. At our 2015 annual meeting~~restate its financial statements or if an executive officer has committed an act of ~~shareholders, more than 91%~~material fraud or misconduct. The policy is reviewed annually by the board.

In general, if the Company is required to prepare an accounting restatement due to the material noncompliance of the ~~shareholder vote (including votes for, against~~Company with a financial reporting requirement under the securities laws, regardless of whether such restatement is a result of misconduct, and ~~abstentions, but excluding broker non-votes) was in favor of~~ the ~~compensation of the named executive officers. This represents the third year in a row that more than 90% of our shareholders voted in favor of the compensation of our named executive officers. The~~ Compensation Committee ~~believes~~determines that ~~the results of this vote and prior years’ votes affirmed the shareholders’ support~~one or more of the Company’s executive officers covered by the Clawback Policy received incentive-based compensation ~~policies and programs for our named executive officers. As a result,~~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.

In addition, to the extent that the Compensation Committee ~~has generally continued~~determines that one or more of its executive ~~compensation policies and programs as set forth above, including initiatives to reduce emphasis~~officers committed one or more willful acts of material fraud or material misconduct that directly or indirectly had a material adverse effect on ~~fixed pay and put greater emphasis on performance-based and long-term compensation. As noted above, in 2015,~~the Company, the Compensation Committee ~~continued its long-term equity incentive program in~~may require such officers to forfeit or reimburse the ~~form of performance share awards to the named executive officers. In addition, instead of raising base salaries~~Company for ~~Messrs. McCormick and Cushing for 2015 and in order to further emphasize long-term compensation for~~some or all of the ~~named executive~~incentive-based compensation or other variable compensation awarded to or received by such officers during the ~~Compensation Committee continued to subject a portion of these executives’ annual bonus awards to a multiple-year performance hurdle through~~twelve-month period following the ~~Contingent Bonus opportunity described above. The Compensation Committee will continue to consider the outcome~~commission of the ~~Company’s say-on-pay votes when making future compensation decisions for its executive team.~~

acts of fraud or misconduct and/or occurrence of a material adverse effect.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with the management of TrustCo and Trustco Bank. Based on this review and discussion, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement.


COMPENSATION COMMITTEE:		Thomas O. Maggs, ~~Chairman~~
		~~Dennis A. De Gennaro~~
		~~Brian C. Flynn~~¹
		~~Dr. Anthony J. Marinello~~
		~~William D. Powers~~
		~~William J. Purdy~~Chair

Dennis A. DeGennaro

Brian C. Flynn

Lisa M. Lucarelli

Dr. Anthony J. Marinello

Kimberly A. Russell

Frank B. Silverman

¹	~~Mr. Flynn became a director on January 25, 2016. As such he did not participate in any of the decisions with respect to 2015 compensation.~~

TrustCo Bank Corp NY 2021 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Executive Compensation Payments and Awards

The following table sets forth the compensation awarded to, paid to, or earned by the named executive officers of TrustCo for services rendered in all capacities to TrustCo and its subsidiaries for the fiscal years ~~ended December 31, 2015, 2014, and 2013.~~

indicated.

Summary Compensation Table

Name and Principal
Position
Year Salary Bonus Stock
Awards^(1,7) Option
Awards^(1,7) Non-equity
Incentive Plan
Compensation⁽²⁾ Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings⁽³⁾
All Other
Compensa-
tion⁽⁴⁾
Total
($) ($) ($) ($) ($) ($) ($) ($)
Robert J. McCormick
President & Chief Executive Officer, TrustCo and Trustco Bank
2015    880,000    --      273,230    49,000    --      --      500,789    1,703,019
2014    880,000    --      286,770    46,500    246,400    88,318    710,417    2,258,405
2013    880,000    --      237,938    85,320    246,400    --      678,170    2,127,828

Michael M. Ozimek⁽⁵⁾
Senior Vice President & Chief Financial Officer
2015    225,000    --      36,840    7,105    47,250    --      41,949    358,144
2014    142,500    32,795    18,876    3,488    --      8,310    40,309    246,278

Robert T. Cushing⁽⁶⁾
Executive Vice President & Chief Operating Officer, TrustCo and Trustco Bank
2015    640,000    --      --      --      --      --      326,378    966,378
2014    640,000    --      148,830    26,040    179,200    111,682    408,382    1,514,134
2013    640,000    --      126,900    43,200    179,200    --      398,220    1,387,520

Scot R. Salvador
Executive Vice President & Chief Banking Officer, TrustCo and Trustco Bank
2015    520,000    --      141,220    27,440    --      --      317,923    1,006,583
2014    510,000    --      148,830    26,040    142,800    68,186    434,237    1,330,093
2013    510,000    --      126,900    43,200    142,800    --      421,766    1,244,666

Robert M. Leonard
Executive Vice President & Secretary, TrustCo and Trustco Bank
2015    275,000    --      141,220    27,440    --      --      275,558    719,218
2014    260,000    --      148,830    26,040    72,800    52,968    371,471    932,109
2013    205,577    --      126,900    43,200    57,562    --      134,169    567,408

Eric W. Schreck
Treasurer, TrustCo and Senior
Vice President, Trustco Bank
2015    262,500    --      36,840    7,105    55,125    --      46,248    407,818
2014    255,000    --      38,115    6,743    71,400    45,121    45,961    462,340
2013    247,500    --      31,725    11,880    69,300    --      43,312    403,717

~~Summary Compensation Table Footnotes:~~

Name and Principal Position	Year	Salary	Bonus	Stock Awards⁽¹⁾	Non-equity Incentive Plan Compensation⁽²⁾	Change to Pension Value and Nonqualified Deferred Compensation Earnings⁽³⁾	All Other Compensation⁽⁴⁾	Total
		($)	($)	($)	($)	($)	($)	($)
Robert J. McCormick Chairman, President & Chief Executive Officer, TrustCo and Trustco Bank	2020	975,000	—	725,004	628,875	79,994	748,189	3,157,062
	2019	975,000	—	725,008	658,125	75,599	602,449	3,036,181
	2018	975,000	—	499,999	329,063	—	673,193	2,477,255
Michael M. Ozimek Executive Vice President & Chief Financial Officer TrustCo and Trustco Bank	2020	385,000	—	250,003	248,325	10,170	460,047	1,353,545
	2019	360,000	—	225,006	243,000	8,385	312,864	1,149,255
	2018	311,923	—	75,000	104,625	—	73,473	565,021
Scot R. Salvador Executive Vice President & Chief Lending Officer, TrustCo and Trustco Bank	2020	600,000	—	250,003	387,000	68,141	468,805	1,773,949
	2019	600,000	—	225,006	405,000	61,702	432,322	1,724,030
	2018	600,000	—	274,994	202,500	—	444,811	1,522,305
Robert M. Leonard Executive Vice President & Chief Risk Officer TrustCo and Trustco Bank	2020	550,000	—	350,003	354,750	47,339	672,582	1,974,674
	2019	500,000	—	350,000	337,500	44,994	686,935	1,919,429
	2018	400,000	—	274,994	135,000	—	526,164	1,336,158
Kevin M. Curley Executive Vice President & Chief Operations Officer TrustCo and Trustco Bank	2020	325,000	—	250,003	192,375	60,719	451,746	1,279,843
	2019	275,000	—	325,001	185,625	54,559	342,695	1,182,880

⁽¹⁾

The amounts in these columns are the grant date fair value, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 “Compensation-Stock Compensation” (“FASB ASC 718”), for the stock awards (consisting of restricted stock units and performance shares) in 2020, 2019, and ~~stock option awards in 2015, 2014, and 2013.~~2018. The assumptions made in the valuation of the awards are described in note 9 to TrustCo’s consolidated financial statements for the years ended December 31, ~~2015, 2014,~~2020, 2019, and ~~2013~~2018 under the heading “Stock Based Compensation Plans-Equity Awards.” For financial reporting purposes, the estimated values of these grants are spread over future periods; however, for this table the total cost of the grants are reflected in the year of the grant. For purposes of calculating the grant date fair value of the performance shares set forth above, the Company assumed the achievement of the performance goal at the target level. If the Company assumed the achievement of the performance goal at ~~or above~~ the maximum performance level, the grant date fair

value of the ~~2015~~2020 performance share awards for Messrs. McCormick, Ozimek, ~~Cushing,~~ Salvador, Leonard, and ~~Schreck,~~Curley, would be ~~$199,550, $26,863, $0, $105,531, $105,531,~~$652,504, $225,005, $225,005, $315,006, and ~~$26,863,~~$225,005, respectively. Additional information about the awards is presented below under the heading “Plan-Based ~~Awards.~~Awards for 2020.”

⁽²⁾

The amounts in this column were determined in accordance with the Executive Officer Incentive Plan and the performance measures thereunder approved by the board of directors. The amounts in the column reflect payments made under the 2020 award that are not subject to the 2021 contingent bonus payments as well as the 2020 contingent bonus payments based on the 2019 award, both of which were paid in 2021. The operation of ~~this plan~~the Executive Officer Incentive Plan is discussed in the Compensation Discussion and Analysis under ~~“Executive~~“2020 Executive Officer Incentive ~~Plan for 2015”~~Plan” and below under “Plan-Based Awards.” As noted in the Compensation Discussion and Analysis, in light of the compliance and governance issues identified by the OCC and the Bank’s undertaking to address these issues beginning in 2015, the Compensation Committee, upon the recommendation of Mr. McCormick, the Company’s CEO, and the acknowledgement and agreement of Messrs. McCormick, Salvador, Cushing, and Leonard, determined in November 2015 that it would be in the best interest of the Company and BankAwards” for the ~~named executive officers to waive their 2015 annual cash bonuses~~2020 awards and above under “2020 Contingent Bonus Payment Criteria” for the 2020 contingent bonus payments. If the 2021 contingent bonus payments under the 2020 Executive Officer Incentive ~~Plan. Based upon~~plan pay out at the ~~Company’s results for 2015, the amounts that would have been earned by~~maximum level, Messrs. McCormick, ~~Cushing,~~Ozimek, Salvador, Leonard, and ~~Leonard, had they not waived their bonuses would have been $184,800, $134,400, $109,200,~~Curley will receive an additional $329,063, $61,500, $90,000, $90,000 and ~~$57,750,~~$56,250, respectively. ~~The other plan participants did not waive the 2015 bonus.~~

These amounts are based upon approved salaries for 2021.

⁽³⁾

The amounts in this column are derived from the change in value of vested benefits accrued under the ~~Trustco~~ Retirement Plan of Trustco Bank. See the table “Pension Benefits” for more details on the methodology followed to perform these calculations and a discussion of TrustCo and Trustco Bank retirement benefits generally. For the period December 31, 2014 to December 31, 2015 the decrease in the actuarial liability for the pension plan for Messrs. McCormick, Ozimek, Cushing, Salvador, Leonard and Schreck was $25,977, $3,083, $23,313, $21,836, $15,386, and $14,596, respectively.

⁽⁴⁾

The amounts in this column include all other compensation paid to the named executive officers including tax gross-ups (of ~~$58,094, $14,977, $57,412, $40,576, $33,319,~~$65,272, $50,893, $41,140, $39,119, and ~~$12,862~~$40,702 for Messrs. McCormick, Ozimek, ~~Cushing,~~ Salvador, Leonard, and ~~Schreck,~~Curley, respectively, for ~~2015)~~2020) incurred on personal benefits, personal use of auto, health insurance, tax planning assistance, and personal use of clubs. Payments for Mr. McCormick’s tax planning assistance were $36,407 in 2020, which included $13,352 incurred in 2019, but not billed and paid until 2020. The amounts included are the cost paid by TrustCo to third parties for these items and included in the Company’s financial statements. Also included for Messrs. McCormick, ~~Cushing,~~Ozimek, Salvador, Leonard, and ~~Leonard~~Curley is compensation paid to them under their employment agreements representing the incremental amount that would have been credited to them for ~~2015~~2020 under the TrustCo Supplemental Retirement Plan had such plan not been amended to cease additional benefit accruals following December 31, 2008 and, in the case of ~~Mr.~~Messrs. Leonard, Ozimek and Curley, had hethey been ~~a participant.~~participants. For ~~2015,~~2020, the Company paid ~~$376,215, $203,126, $227,317,~~$602,074, $343,295, $371,969, $579,873 and ~~$199,024~~$355,805 to Messrs. McCormick, ~~Cushing,~~Ozimek, Salvador, Leonard, and ~~Leonard,~~Curley, respectively, in lieu of such Supplemental Retirement Plan contributions. TrustCo sponsors a 401(k)/Profit Sharing Plan for all employees under which the Company offers to match employee contributions, subject to certain limits. For ~~2015,~~2020, the Company match for the 401(k)/Profit Sharing Plan for Messrs. McCormick, ~~Cushing,~~Ozimek, Salvador, Leonard, and ~~Leonard~~Curley was ~~$11,925, for Mr. Schreck $11,812, and for Mr. Ozimek $10,063.~~

$12,825.

⁽⁵⁾	~~Mr. Ozimek became Senior Vice President and Chief Financial Officer on December 16, 2014. In 2014, Mr. Ozimek participated in the Trustco Bank Senior Incentive Plan and received the bonus indicated.~~

⁽⁶⁾

TrustCo Bank Corp NY 2021 Proxy Statement

On December 16, 2014, Mr. Cushing, who had been Executive Vice President and Chief Financial Officer, announced his intention to retire effective May 31, 2015 and assumed the title of Executive Vice President and Chief Operating Officer. Mr. Cushing’s retirement has subsequently been delayed and a new retirement date has not yet been determined.

TABLE OF CONTENTS

⁽⁷⁾

At the time the 2015 stock and option awards were granted, Mr. Cushing was expected to retire on December 31, 2015 and therefore no stock and option awards were granted to him. Subsequent to the award date it was determined that Mr. Cushing’s retirement date would be delayed and a new date has not been determined.

EXECUTIVE COMPENSATION

Plan-Based Awards for ~~2015~~

2020

The following two tables set forth information relating to grants of plan-based awards to the named executive officers during ~~2015~~2020 and to stock options, restricted stock units, and performance shares held by the named executive officers as of December 31, ~~2015.~~2020. All non-equity incentive plan awards were made under the Trustco Bank Executive Officer Incentive Plan as it was in effect during ~~2015,~~2020, and all awards of stock options, restricted stock units, and performance shares were made under the ~~Amended and Restated TrustCo Bank Corp NY 2010~~2019 Equity Incentive Plan.

Grants of Plan-Based Awards

Estimated Possible
Payouts Under
Non- Equity Incentive
Plan Awards
(Executive Officer
Incentive Plan⁽²⁾)
Estimated Future
Payouts Under
Equity Incentive
Plan Awards
(Performance Shares⁽³⁾)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(Restricted
Stock
Units⁽⁴⁾)
(#)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(Stock
Options)
(#)

Exercise
or
Base
Price of
Option
Awards⁽⁵⁾
($/share)

Grant
Date
Fair
Value of
Stock
Option
Awards⁽⁶⁾
($)

Name Grant
Date⁽¹⁾ Threshold
($)
Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Robert J. McCormick 11/17/2015    176,000    264,000    440,000    19,500    26,000    32,500    18,500    50,000    6.43    49,000
Michael M. Ozimek 11/17/2015    45,000    67,500    112,500    2,625    3,500    4,375    2,500    7,250    6.43    7,105
Robert T. Cushing⁽⁷⁾ 11/17/2015    128,000    192,000    320,000    --      --      --      --      --      --      --
Scot R. Salvador 11/17/2015    104,000    156,000    260,000    10,313    13,750    17,188    9,250    28,000    6.43    27,440
Robert M. Leonard 11/17/2015    55,000    82,500    137,500    10,313    13,750    17,188    9,250    28,000    6.43    27,440
Eric W. Schreck 11/17/2015    52,500    78,750    131,250    2,625    3,500    4,375    2,500    7,250    6.43    7,105

		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (Executive Officer Incentive Plan)⁽²⁾			Estimated Future Payouts Under Equity Incentive Plan Awards (Performance Shares)⁽³⁾			All Other Stock Awards: Number of Shares of Stock or Units (Restricted Stock Units)⁽⁷⁾ (#)	Grant Date Fair Value of Stock and Option Awards⁽⁸⁾ ($)
Name	Grant Date⁽¹⁾	Threshold ($)⁽⁴⁾	Target ($)⁽⁵⁾	Maximum ($)⁽⁶⁾	Threshold (#)	Target (#)	Maximum (#)		Grant Date Fair Value of Stock and Option Awards⁽⁸⁾ ($)
Robert J. McCormick		146,250	438,750	731,250
	11/17/2020				51,786	69,048	103,572		435,002
	11/17/2020							46,032	290,002
Michael M. Ozimek		57,750	173,250	231,000
	11/17/2020				17,858	23,810	35,715		150,003
	11/17/2020							15,873	100,000
Scot R. Salvador		90,000	270,000	360,000
	11/17/2020				17,858	23,810	35,715		150,003
	11/17/2020							15,873	100,000
Robert M. Leonard		82,500	247,500	330,000
	11/17/2020				25,001	33,334	50,001		210,004
	11/17/2020							22,222	139,999
Kevin M. Curley		48,750	146,250	195,000
	11/17/2020				17,858	23,810	35,715		150,003
	11/17/2020							15,873	100,000

⁽¹⁾	The dates in this column represent the grant date for the equity incentive plan awards reported in this table (performance shares and restricted stock ~~units, and stock options)~~units).

⁽²⁾

The amounts in these columns indicate the total estimated possible payouts available ~~for 2015~~ under the 2020 Executive Officer Incentive Plan. Threshold refers to the minimum amount payable under the Executive Officer Incentive Plan assuming the minimum performance levels established under the plan are satisfied. Maximum refers to the maximum payout possible under the plan, and target refers to the amount payable if the specified performance targets under the plan are achieved. Please refer to the discussion below and to the Compensation Discussion and Analysis. The amounts actually earned by the named executive officers for ~~2015~~2020 are set forth in the Summary Compensation Table above in the “Non-Equity Incentive Plan Awards” column. As noted in the Compensation Discussion and Analysis, in light of the compliance and governance issues identified by the OCC and the Bank’s undertaking to address these issues beginning in 2015, the Compensation Committee, upon the recommendation of Mr. McCormick, the Company’s CEO, and the acknowledgement and agreement of Messrs. McCormick, Salvador, Cushing and Leonard, determined in November 2015 that it would be in the best interest of the Company and Bank for the named executive officers to waive their 2015 annual cash bonuses under the Executive Officer Incentive Plan. The other Plan Participants did not waive the 2015 bonus.

⁽³⁾

The amounts in these columns indicate the estimated future payouts available to the named executive officers with respect to awards of performance shares under the ~~Amended and Restated TrustCo Bank Corp NY 2010~~ Equity Incentive Plan. Threshold refers to the minimum amount of performance shares for which payment may be made assuming the minimum performance levels established under the November 17, ~~2015~~2020 awards under the plan are satisfied. Maximum refers to the maximum payout possible under such awards. If the conditions to the awards are satisfied, settlement of the awards will be

made only in cash. Please refer to the discussion below and to the Compensation Discussion and Analysis.

⁽⁴⁾	The amount reflected in this column assumed that all goals are met at the Threshold level. The amount paid would be reduced on a pro rata basis for each performance goal not met.

(5)

The amount reflected in this column represents 45% of base salary and assumes that Trustco Bank’s performance is better than the prior year on an absolute basis. If the performance was within the 50th and 59th percentile of the peer group but the year-over-year absolute performance of Trustco Bank was not better than the prior year, the target award payment would be reduced to 30% of base salary.

(6)	The amount reflected in this column assumes goals are met a maximum level. In this scenario, Mr. McCormick would receive a payout of 75% of his base salary. Messrs. Ozimek, Salvador, Leonard and Curley would receive a payout of 60% of their base salaries.

(7)

The period of restriction applicable to the awards of restricted stock units under this heading ~~lapses on~~lapse in three equal vesting periods in November ~~17, 2018. These~~of 2021, 2022, and 2023, respectively. In addition, vesting of units and the lapse of the restrictions may ~~lapse prior to that day in accordance with~~accelerate upon certain events, including the ~~plan and the~~death, disability, or retirement of an award ~~agreements.~~holder. Following lapse of the period of restriction, settlement of the awards will be made only in cash.

⁽⁵⁾(8)

~~Exercise price or base price is the closing price on the NASDAQ Stock Market of TrustCo’s common stock on~~The amounts in these columns are the grant ~~date.~~

⁽⁶⁾

~~Grant~~ date fair value, is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 “Compensation-Stock Compensation” (“FASB ASC ~~718.~~718”) for the stock awards (consisting of restricted stock units and performance shares) in 2020. The assumptions made in the valuation of the awards are described in note 9 to TrustCo’s consolidated financial statements for the years ended December 31, ~~2015~~2020 under the heading “Stock Based Compensation ~~Plans-Equity Awards.”~~

⁽⁷⁾	At the time the 2015 awards were granted Mr. Cushing was expected to retire on December 31, 2015 and therefore no awards were granted to him. Subsequent to the award date, it was determined that Mr. Cushing’s retirement date would be delayed and a new date has not been determined.

TrustCo Bank Corp NY 2021 Proxy Statement

~~As discussed~~TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Plans-Equity Awards.” For financial reporting purposes, the estimated values of these grants are spread over future periods; however, for this table the total cost of the grants are reflected in the ~~Compensation Discussion and Analysis,~~year of the grant. For purposes of calculating the grant date fair value of the performance shares set forth above, the Company assumed the achievement of the performance goal at the target level.

The Company’s Compensation Committee established three weighted performance measures for ~~2015~~2020 under the Executive Officer Incentive Plan. The performance measures ~~and their respective weightings~~ for ~~2015~~2020 were (i) ~~return~~Return on ~~average equity (35% weighting),~~Average Assets, (ii) ~~efficiency ratio (35% weighting)~~Efficiency Ratio, and (iii) the ~~ratio~~tier 1 Risk-Based Capital Ratio. The ROAA and Efficiency Ratio measures each had a 30% weighting and the tier 1 Risk-Based Capital Ratio had a weighting of ~~nonperforming assets to total assets (30% weighting)~~40%. Bonus payments under the plan were subject to the Company’s achievement of specified, weighted performance measures for ~~2015~~2020 relative to the performance of TrustCo’s peer group for ~~2015~~2020 as follows:

•	If TrustCo’s results under a performance measure were equal to 40^th to 49^th percentile of the peer group performance (provided performance is better than 2019 performance on an absolute basis) the bonus was to be 15% of base salary multiplied by the weighting factor of that performance measure.

•	For Target 1, If TrustCo’s results under a performance measure were equal to 50^th to 59^th percentile of the peer group median performance the bonus was to be 30% of base salary multiplied by the weighting factor of that performance measure.

•

For Target 2, If TrustCo’s results under a performance measure were equal to 50^th to 59^th percentile of the peer group median performance (provided performance is better than 2019 performance on an absolute basis) the bonus was to be 45% of base salary multiplied by the weighting factor of that performance measure.

•

If TrustCo’s results under a performance measure were 60^th percentile or greater than that of the peer group median performance the bonus was to be 75% of base salary for Mr. McCormick and 60% of base salary for Messrs. Ozimek, Salvador, Leonard and Curley multiplied by the weighting factor of that performance measure.

~~If TrustCo’s results under a performance measure were lower than the peer group median, no bonus was to be paid with respect to that measure;~~

If TrustCo’s results under a performance measure were equal to the peer group median or exceeded the peer group median by less than 10%, the bonus was to be 20% of base salary multiplied by the weighting factor of that performance measure;

If TrustCo’s results under a performance measure exceeded the peer group median by 10% to 24%, the bonus was to be 30% of base salary multiplied by the weighting factor of that performance measure; and

If TrustCo’s results under a performance measure exceeded the peer group median by more than 25%, the bonus was to be 50% of base salary multiplied by the weighting factor of that performance measure.

The Compensation Discussion and Analysis describes in greater detail the performance measures established under the Executive Officer Incentive Plan for ~~2015.~~

2020.

On November 17, ~~2015,~~2020, TrustCo approved awards of ~~incentive stock options and~~ restricted stock units and performance shares to its named executive officers, all of which were made under the ~~Amended and Restated TrustCo Bank Corp NY 2010~~2019 Equity Incentive Plan. The exercise price of all options granted was $6.43, the closing price of the Company’s common stock on the NASDAQ Stock Market on November 17, 2015. The options awarded to employees and officers of TrustCo vest in equal annual installments over a five year period, with all options becoming fully

~~vested as of November 17, 2020 and expiring on November 17, 2025. The period of restriction for the~~ restricted stock unit awards will ~~lapse as to all units awarded on~~settle in cash in three equal increments in November ~~17, 2018. The~~2021, 2022, and 2023, respectively. In addition, vesting of ~~stock options and lapse~~units may accelerate upon certain events, including the death, disability, or retirement of ~~the period of restriction for the restricted stock units will accelerate under certain circumstances, including upon a change in control.~~an award holder. Each performance share represents the right to receive upon settlement an amount in cash equal to the fair market value of one share of TrustCo common ~~stock.~~stock as of the last trading day of the performance period. The performance shares generally will vest at the end of a three-year performance period based upon continued employment through the end of the performance period and the achievement of corporate performance goals. The three-year performance period for the ~~2015~~2020 awards runs from January 1, ~~2016~~2021 through December 31, ~~2018.~~2023. Additional information regarding the performance shares is provided above in the Compensation Discussion &and Analysis.

TrustCo Bank Corp NY 2021 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Outstanding Equity Awards as of December 31, 2020

The following table provides information on the stock options, shares of restricted stock, restricted stock units and performance shares held by the named executive officers as of December 31, ~~2015.~~

~~Outstanding Equity Awards as of December 31, 2015~~

Option Awards Stock Awards
Name Grant
Date⁽¹⁾
Number of
Securities
Underlying
Unexercised
Options
Exercisable
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
Option
Exercise
Price

Option
Expiration
Date⁽²⁾
Number of
Shares or
Units of
Stock
That Have
Not
Vested Market
Value of
Shares
or Units
of Stock
That
Have
Not
Vested⁽³⁾ Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
that Have
Not
Vested⁽³⁾
      (#) (#) ($)    (#) ($) (#) ($)
Robert J. McCormick 06/01/2007    200,000    0    9.91    06/01/2017
06/02/2008    150,000    0    8.29    06/02/2018
11/15/2011    120,000    30,000    5.14    11/15/2021
11/20/2012    52,200    34,800    5.17    11/20/2022    20,000 ⁽⁴⁾ 122,800
11/19/2013    31,600    47,400    7.05    11/19/2023    11,250 ⁽⁵⁾ 69,075    22,500 ⁽⁶⁾ 138,150
11/18/2014    10,000    40,000    7.22    11/18/2024    16,250 ⁽⁷⁾ 99,775    23,250 ⁽⁸⁾ 142,755
11/17/2015    0    50,000    6.43    11/17/2025    18,500 ⁽¹⁰⁾ 113,590    26,000 ⁽¹¹⁾ 159,640

Michael M. Ozimek 06/01/2007    7,500    0    9.91    06/01/2017
06/02/2008    7,500    0    8.29    06/02/2018
11/15/2011    8,000    2,000    5.14    11/15/2021
11/20/2012    3,600    2,400    5.17    11/20/2022    1,500 ⁽⁴⁾ 9,210
11/19/2013    2,200    3,300    7.05    11/19/2023    750 ⁽⁵⁾ 4,605    1,500 ⁽⁶⁾ 9,210
11/18/2014    750    3,000    7.22    11/18/2024    1,100 ⁽⁷⁾ 6,754    1,500 ⁽⁸⁾ 9,210
11/17/2015    0    7,250    6.43    11/17/2025    2,500 ⁽¹⁰⁾ 15,350    3,500 ⁽¹¹⁾ 21,490

Robert T. Cushing⁽⁹⁾ 06/01/2007    100,000    0    9.91    06/01/2017
06/02/2008    75,000    0    8.29    06/02/2018
11/15/2011    60,000    15,000    5.14    11/15/2021
11/20/2012    26,100    17,400    5.17    11/20/2022    10,000 ⁽⁴⁾ 61,400
11/19/2013    16,000    24,000    7.05    11/19/2023    6,000 ⁽⁵⁾ 36,840    12,000 ⁽⁶⁾ 73,680
11/18/2014    5,600    22,400    7.22    11/18/2024    8,250 ⁽⁷⁾ 50,655    12,250 ⁽⁸⁾ 75,215

Scot R. Salvador 06/01/2007    150,000    0    9.91    06/01/2017
06/02/2008    75,000    0    8.29    06/02/2018
11/15/2011    45,000    15,000    5.14    11/15/2021
11/20/2012    21,671    17,400    5.17    11/20/2022    10,000 ⁽⁴⁾ 61,400
11/19/2013    16,000    24,000    7.05    11/19/2023    6,000 ⁽⁵⁾ 36,840    12,000 ⁽⁶⁾ 73,680
11/18/2014    5,600    22,400    7.22    11/18/2024    8,250 ⁽⁷⁾ 50,655    12,250 ⁽⁸⁾ 75,215
11/17/2015    0    28,000    6.43    11/17/2025    9,250 ⁽¹⁰⁾ 56,795    13,750 ⁽¹¹⁾ 84,425

Robert M. Leonard 06/01/2007    7,500    0    9.91    06/01/2017
06/02/2008    10,000    0    8.29    06/02/2018
11/15/2011    12,000    3,000    5.14    11/15/2021
11/20/2012    5,100    3,400    5.17    11/20/2022    3,000 ⁽⁴⁾ 18,420
11/19/2013    16,000    24,000    7.05    11/19/2023    6,000 ⁽⁵⁾ 36,840    12,000 ⁽⁶⁾ 73,680
11/18/2014    5,600    22,400    7.22    11/18/2024    8,250 ⁽⁷⁾ 50,655    12,250 ⁽⁸⁾ 75,215
11/17/2015    0    28,000    6.43    11/17/2025    9,250 ⁽¹⁰⁾ 56,795    13,750 ⁽¹¹⁾ 84,425

Eric W. Schreck 06/01/2007    6,000    0    9.91    06/01/2017
06/02/2008    10,000    0    8.29    06/02/2018
11/15/2011    6,000    3,000    5.14    11/15/2021
11/20/2012    3,400    3,400    5.17    11/20/2022    3,000 ⁽⁴⁾ 18,420
11/19/2013    4,400    6,600    7.05    11/19/2023    1,500 ⁽⁵⁾ 9,210    3,000 ⁽⁶⁾ 18,420
11/18/2014    1,450    5,800    7.22    11/18/2024    2,250 ⁽⁷⁾ 13,815    3,000 ⁽⁸⁾ 18,420
11/17/2015    0    7,250    6.43    11/17/2025    2,500 ⁽¹⁰⁾ 15,350    3,500 ⁽¹¹⁾ 21,490

2020.

Name	Option Awards					Stock Awards
Name	Grant Date⁽¹⁾	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price	Option Expiration Date⁽²⁾	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested⁽³⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested⁽³⁾
		(#)	(#)	($)		(#)	($)	(#)	($)
Robert J. McCormick	11/20/2012	5,800	0	5.17	11/20/2022	—	—	—	—
	11/19/2013	79,000	0	7.05	11/19/2023	—	—	—	—
	11/18/2014	50,000	0	7.22	11/18/2024	—	—	—	—
	11/17/2015	50,000	0	6.43	11/17/2025	—	—	—	—
	11/20/2018	—	—	—	—	8,704⁽⁴⁾	58,056	—	—
	11/20/2018	—	—	—	—	—	—	58,746⁽⁵⁾	391,836
	11/19/2019	—	—	—	—	21,995⁽⁶⁾	146,707	—	—
	11/19/2019	—	—	—	—	—	—	49,489⁽⁷⁾	330,092
	11/17/2020	—	—	—	—	46,032⁽⁸⁾	307,033	—	—
	11/17/2020	—	—	—	—	—	—	69,048⁽⁹⁾	460,550
Michael M. Ozimek	11/20/2012	1,200	0	5.17	11/20/2022	—	—	—	—
	11/19/2013	5,500	0	7.05	11/19/2023	—	—	—	—
	11/18/2014	3,750	0	7.22	11/18/2024	—	—	—	—
	11/17/2015	7,250	0	6.43	11/17/2025	—	—	—	—
	11/20/2018	—	—	—	—	—	—	—	—
	11/20/2018	—	—	—	—	1,306⁽⁴⁾	8,711		—
	11/19/2019	—	—	—	—	—	—	8,813⁽⁵⁾	58,783
	11/19/2019	—	—	—	—	6,826⁽⁶⁾	45,529	—	—
	11/17/2020	—	—	—	—	—	—	15,359⁽⁷⁾	102,445
	11/17/2020	—	—	—	—	15,873⁽⁸⁾	105,873		—
						—	—	23,810⁽⁹⁾	158,813
Scot R. Salvador	11/20/2012	17,441	0	5.17	11/20/2022	—	—	—	—
	11/19/2013	40,000	0	7.05	11/19/2023	—	—	—	—
	11/18/2014	28,000	0	7.22	11/18/2024	—	—	—	—
	11/17/2015	28,000	0	6.43	11/17/2025	—	—	—	—
	11/20/2018	—	—	—	—	4,786⁽⁴⁾	31,923	—	—
	11/20/2018	—	—	—	—	—	—	32,310⁽⁵⁾	215,508
	11/19/2019	—	—	—	—	6,826⁽⁶⁾	45,529		—
	11/19/2019	—	—	—	—	—	—	15,359⁽⁷⁾	102,445
	11/17/2020	—	—	—	—	15,873⁽⁸⁾	105,873		—
	11/17/2020	—	—	—	—	—	—	23,810⁽⁹⁾	158,813
Robert M. Leonard	11/19/2013	8,000	0	7.05	11/19/2023	—	—	—	—
	11/18/2014	28,000	0	7.22	11/18/2024	—	—	—	—
	11/17/2015	28,000	0	6.43	11/17/2025	—	—	—	—
	11/20/2018	—	—	—	—	4,786⁽⁴⁾	31,923	—	—
	11/20/2018	—	—	—	—	—	—	32,310⁽⁵⁾	215,508
	11/19/2019	—	—	—	—	10,618⁽⁶⁾	70,822	—	—
	11/19/2019	—	—	—	—	—	—	23,891⁽⁷⁾	159,353
	11/17/2020	—	—	—	—	22,222⁽⁸⁾	148,221	—	—
	11/17/2020	—	—	—	—	—	—	33,334⁽⁹⁾	222,338
Kevin M. Curley	11/19/2013	2,200	0	7.05	11/19/2023	—	—	—	—
	11/18/2014	4,450	0	7.22	11/18/2024	—	—	—	—
	11/17/2015	7,250	0	6.43	11/17/2025	—	—	—	—
	11/20/2018	—	—	—	—	1,306⁽⁴⁾	8,711	—	—
	11/20/2018	—	—	—	—	—	—	8,813⁽⁵⁾	58,783
	11/19/2019	—	—	—	—	9,860⁽⁶⁾	65,766	—	—
	11/19/2019	—	—	—	—	—	—	22,184⁽⁷⁾	147,967
	11/17/2020	—	—	—	—	15,873⁽⁸⁾	105,873	—	—
	11/17/2020	—	—	—	—	—	—	23,810⁽⁹⁾	158,813

⁽¹⁾	Awards of options vest in equal increments on each of the first through fifth anniversaries of the date of the award and become fully vested on the fifth anniversary.

⁽²⁾	Stock options are exercisable for ten years from the date of grant.

⁽³⁾

TrustCo Bank Corp NY 2021 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

(3)	Market value is based upon the ~~$6.14~~$6.67 closing price on the NASDAQ Stock Market of TrustCo’s common stock on December 31, ~~2015.~~ 2020.

⁽⁴⁾	Represents the unvested portion of the restricted stock units awarded on November 20, 2018, which will vest in full in November 2021. As noted above, settlement of the units will be in cash.

(5)

Vesting and ~~Payment~~payment of the ~~Performance~~performance shares awarded on November 20, ~~2012~~2018 are subject to the achievement of certain performance goals. The number and value of such awards in the table above is based on the assumed achievement of the goals at the maximum level of achievement.

(6)	Represents the unvested portion of the restricted stock units awarded on November 19, 2019, which will vest in two equal vesting portions in November 2021 and 2022. As noted above, settlement of the units will be in cash.

(7)	Vesting and payment of the performance shares awarded on November 19, 2019 are subject to the achievement of certain performance goals. The number and value of such awards in the table above is based on the assumed achievement of the goals at the maximum level of achievement.

(8)	Represents restricted stock units awarded on November 17, 2020, which will vest in in three equal vesting periods in November of 2021, 2022, and 2023. As noted above, settlement of the units will be in cash.

(9)

Vesting and payment of the performance shares awarded on November 17, 2020, are subject to the achievement of certain performance goals as described in the Compensation Discussion and Analysis above under the heading “Performance Share Awards.” The number and value of such awards in the table above is based on the assumed achievement of the goals at the target level of achievement. If the performance measurement were at the maximum level, this amount would be ~~125%~~150% of the target level. If the performance goals are achieved, settlement of the awards will be in cash.

⁽⁵⁾	~~Represents restricted stock units awarded on November 19, 2013, which vest in full on November 19, 2016, as noted above, settlement of the units will be in cash.~~

⁽⁶⁾

Vesting and Payment of the Performance shares awarded on November 19, 2013 are subject to the achievement of certain performance goals as described in the Compensation Discussion and Analysis above under the heading “Performance Share Awards.” The number and value of such awards in the table above is based on the assumed achievement of the goals at the target level of achievement. If the performance measurement were at the maximum level, this amount would be 125% of the target level. If the performance goals are achieved, settlement of the awards will be in cash.

⁽⁷⁾	~~Represents restricted stock units awarded on November 18, 2014 which will vest in full on November 18, 2017. As noted above, settlement of these restricted stock units will be in cash.~~

⁽⁸⁾

Vesting and Payment of the Performance shares awarded on November 18, 2014 are subject to the achievement of certain performance goals as described in the Compensation Discussion and Analysis above under the heading “Performance Share Awards.” The number and value of such awards in the table above is based on the assumed achievement of the goals at the target level of achievement. If the performance measurement were at the maximum level, this amount would be 125% of the target level. If the performance goals are achieved, settlement of the awards will be in cash.

⁽⁹⁾	At the time the 2015 awards were granted, Mr. Cushing was expected to retire on December 31, 2015 and therefore no awards were granted to him. Subsequent to that date, it was determined that Mr. Cushing’s retirement date would be delayed and a new date has not been determined.

⁽¹⁰⁾	~~Represents restricted stock units awarded on November 17, 2015 which will vest in full on November 17, 2018. As noted above, settlement of the restricted stock units will be in cash.~~

⁽¹¹⁾

Vesting and Payment of the Performance shares awarded on November 17, 2015 are subject to the achievement of certain performance goals as described in the Compensation Discussion and Analysis above under the heading “Performance Share Awards.” The number and value of such awards in the table above is based on the assumed achievement of the goals at the target level of achievement. If the performance measurement were at the maximum level, this amount would be 125% of the target level. If the performance goals are achieved, settlement of the awards will be in cash.

In addition to the ~~stock option grants~~awards noted above, the Company has previously issued awards under the TrustCo Bank Corp NY Performance Bonus Plan. Awards have been made to Messrs. McCormick ~~Cushing,~~ and Salvador under this plan. As further discussed above in the Compensation Discussion and Analysis, the value of the ~~Performance Bonus Units~~performance bonus units is based upon the appreciation in value of TrustCo’s common stock between the date of the award and the occurrence of a “change in control” as defined in the plan. In ~~1997,~~2004, Mr. ~~Cushing was awarded 524,702 units at a split-adjusted price of $5.95 per unit. In 2004, Robert J.~~ McCormick was awarded 524,702 units at a price of $10.78 per unit, and in 2004, Mr. Salvador was awarded

524,702 units at a price of $13.15 per unit. In 2014, under a separate Performance Based Stock Appreciation Unit Agreement between him and TrustCo, ~~Robert M.~~Mr. Leonard was issued 300,000 ~~Performance-Based Stock Appreciation~~performance-based stock appreciation Units at price of $6.95 per unit. All of the unit prices, under the TrustCo Bank Corp NY Performance Bonus Plan or Mr. Leonard’s separate agreement, were set at the closing TrustCo stock price on the day of the award. These units have no expiration date and are not valued for accounting purposes until a change in control has occurred.

~~Stock Options Exercised and~~

Stock Vesting

The table below provides information on an aggregated basis concerning ~~each exercise~~vesting of ~~stock options during 2015 by, and each vesting, or lapse of restriction periods, with respect to~~ awards of restricted stock units ~~made~~ and performance shares for each of the named executive ~~officer.~~

Option Awards

Stock Awards⁽²⁾

Name
   Number of
Shares
Acquired on
Exercise(#)    Value
Realized on
Exercise($)⁽¹⁾       Number of
Shares
Acquired on
Vesting (#)    Value
Realized on
Vesting($)
Robert J. McCormick    --         --            42,000       265,140
Robert T. Cushing    --         --            21,000       132,570
Scot R. Salvador    19,429       30,566          21,000       132,570
Robert M. Leonard    --         --            6,000       37,830
Eric W. Schreck    9,400       12,400          6,000       37,830
Michael M. Ozimek    --         --            3,000       18,915

officers. No stock options were exercised in 2020:

	Stock Awards⁽¹⁾
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Robert J. McCormick	71,366	463,839
Michael M. Ozimek	11,952	77,132
Scot R. Salvador	34,034	221,654
Robert M. Leonard	35,930	233,447
Kevin M. Curley	13,469	86,567

⁽¹⁾

Value realized on options exercised is based upon the difference between the closing stock price on the date the options are exercised and the exercise price of the option on the date it was granted. For Mr. Salvador, the closing stock price on the day the options were exercised was $6.72, and the option exercise prices were $5.14 and $5.17. For Mr. Schreck, the closing stock price on the day the options were exercised was $6.47, and the option exercise prices were $5.14 and $5.17.

⁽²⁾

The amounts under “Stock Awards” aggregates the share equivalents deemed acquired, and cash value realized, upon the ~~lapse~~vesting and settlement during ~~2015~~2020 of ~~the period~~one-third of ~~restriction of~~the restricted stock units awarded in ~~2012~~2017, 2018 and 2019, and the completion on December 31, ~~2015~~2020 of the three-year performance period applicable to the performance shares awarded in ~~2012. The aggregate information under “Stock Awards” is based on~~2017. In January 2021, the ~~following:~~

Compensation Committee determined that the performance targets were achieved at the maximum level for the 2017 performance shares, and therefore the performance shares were paid at 150% of the target amount.

~~2012 Restricted Stock Units:~~

Name
   Number of
Shares
Acquired on
Vesting(#)    Value
Realized on
Vesting($)
Robert J. McCormick    22,000       $ 142,340
Robert T. Cushing    11,000       71,170
Scot R. Salvador    11,000       71,170
Robert M. Leonard    3,000       19,410
Eric W. Schreck    3,000       19,410
Michael M. Ozimek    1,500       9,705

~~The value realized on vesting is based upon the closing stock price of $6.47 for TrustCo stock as of November 20, 2015, which was the date the applicable restrictions lapsed.~~

~~2012 Performance Shares:~~

Name
   Number of
Shares
Acquired on
Vesting(#)    Value
Realized on
Vesting($)
Robert J. McCormick    20,000       $ 122,800
Robert T. Cushing    10,000       61,400
Scot R. Salvador    10,000       61,400
Robert M. Leonard    3,000       18,420
Eric W. Schreck    3,000       18,420
Michael M. Ozimek    1,500       9,210

~~The value realized is based upon the closing stock price of $6.14 for TrustCo stock as of December 31, 2015.~~

Pensions and Nonqualified Deferred Compensation Benefits

As discussed in the Compensation Discussion and Analysis, TrustCo sponsors a defined benefit pension plan and a profit sharing/401(k) ~~plan.~~plan covering substantially all employees. Benefits under the pension plan were frozen effective December 31, 2006, and the plan was closed to new participants effective December 31, 2006. Only years of service prior to that ~~date.~~

date qualify for credit under the plan. Benefits under the pension plan are based on years of service and the employee’s highest average compensation during five consecutive years of the final ten years of employment. Compensation for purposes of the pension plan includes that compensation which is treated as ~~FICA~~Federal Insurance Contributions Act (FICA) wages without regard to the Social Security taxable wage base. Compensation also includes any amounts that are treated as salary reduction contributions and used to purchase nontaxable benefits under Section 125 or Section 401(k) of the Internal Revenue Code, but excludes bonuses, overtime, commissions, and other incentive pay. A participant’s normal retirement benefit under the pension plan is an annual pension benefit commencing on his or her normal retirement date ~~payable~~ in an amount equal to a “Regular Benefit” plus a “Supplemental Benefit,” calculated as follows:

TrustCo Bank Corp NY 2021 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Regular ~~Benefit~~Benefit::

December 31, 1988 accrued benefit; plus

1.25% of his or her average annual compensation, multiplied by creditable service after December 31, 1988 up to thirty years; plus

Supplemental ~~Benefit~~Benefit::

0.65% of his or her average annual compensation in excess of his or her covered compensation after December 31, 1988 multiplied by creditable service up to 35 years.

The following table presents a summary of benefits payable to each of the named executive officers under the pension plan.

Pension Benefits

( as of December 31, ~~2015)~~

Name    Plan Name    Number
of Years
Credited
Service    Present Value
of Accumulated
Benefit⁽¹⁾    Payments
During
Last Year
            (#)    ($)    ($)
Robert J. McCormick    Retirement Plan of Trustco Bank    11       286,664       --
Michael M. Ozimek    Retirement Plan of Trustco Bank    4       20,123       --
Robert T. Cushing    Retirement Plan of Trustco Bank    13       471,535       --
Scot R. Salvador    Retirement Plan of Trustco Bank    11       201,689       --
Robert M. Leonard    Retirement Plan of Trustco Bank    18       174,136       --
Eric W. Schreck    Retirement Plan of Trustco Bank    18       131,905       --

2020

Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit⁽¹⁾ ($)	Payments During Last Fiscal Year ($)
Robert J. McCormick	Retirement Plan of Trustco Bank	11	475,875	—
Michael M. Ozimek	Retirement Plan of Trustco Bank	4	41,123	—
Scot R. Salvador	Retirement Plan of Trustco Bank	11	355,409	—
Robert M. Leonard	Retirement Plan of Trustco Bank	18	286,857	—
Kevin M. Curley	Retirement Plan of Trustco Bank	15	309,651	—

⁽¹⁾	The Present Value of Accumulated Benefits was determined using the same assumptions used for financial reporting purposes under generally accepted accounting principles for ~~2015,~~2020, with the retirement age being assumed to be the normal retirement age as defined in the plan.

Executives Eligible for Early Retirement: Participants in the pension plan are eligible for early retirement at age 55 and 10 years of vesting service. Early retirement benefits are determined using the same formula that is used for normal retirement benefits, but are reduced as follows:

Age at Early
Retirement Date
Percent of
Regular Benefit Percent of
Supplemental
Benefit
64 96 % 93.33 %
63 92 % 86.67 %
62 88 % 80.00 %
61 84 % 73.33 %
60 80 % 66.67 %
59 76 % 63.33 %
58 72 % 60.00 %
57 68 % 56.67 %
56 64 % 53.33 %
55 60 % 50.00 %

~~Of the named executive officers, only~~

Early Retirement

Age at Early Retirement Date	Percent of Regular Benefit	Percent of Supplemental Benefit
64	96%	93.33%
63	92%	86.67%
62	88%	80.00%
61	84%	73.33%
60	80%	66.67%
59	76%	63.33%
58	72%	60.00%
57	68%	56.67%
56	64%	53.33%
55	60%	50.00%

Robert ~~T. Cushing is~~J. McCormick (age 57 with 12 years of credited service) and Robert M. Leonard (age 58 with 19 years of credited service) were eligible for early retirement ~~and he has indicated his intention to retire; however, the date for his retirement has not yet been determined.~~in 2020.

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EXECUTIVE COMPENSATION

The following table provides information regarding nonqualified deferred compensation earned by the named executive officers.

Nonqualified Deferred Compensation -as of December 31, ~~2015~~

2020

	Name
~~Name~~		Executive Contributions in Last Fiscal Year			Registrant Contributions in Last Fiscal ~~Year~~year			Aggregate Earnings in Last Fiscal Year			Aggregate Withdrawals/ Distributions		Aggregate Balance at End of Last Fiscal Year
				($)		($)			($)			($)		($)
	Robert J. McCormick			-- —		—	--		—		--	—		-- 1,584,836		~~1,584,836~~
~~Robert T. Cushing~~			--			--				--			--		~~3,244,059~~
Scot R. Salvador			-- —		—	--		—		--	—		-- 722,574		~~722,574~~

Under TrustCo’s Supplemental Retirement Plan, the amount of the supplemental retirement benefit payable to a participant is based upon contributions by TrustCo that are actuarially calculated to achieve a benefit at normal retirement that approximates the difference between (a) the total retirement benefit the participant would have received under TrustCo’s defined benefit retirement plan without taking into account limitations imposed by the defined benefit plan and applicable law on compensation, annual benefits, and years of service, and (b) the retirement benefit the participant is projected to receive under the defined benefit retirement at normal retirement. The Supplemental Retirement Plan provides benefits based upon years of service to a maximum of 40 years. The supplemental account balance of a participant on any valuation date may not exceed $7.0 million.

Payments to participants are made after the participant has terminated employment with TrustCo or Trustco Bank, and has either completed five years of vested service or is eligible for early retirement under the retirement plan. Each of the plan participants has completed five years of vested service and is therefore vested in the supplemental retirement benefit aggregate amount above. Benefits can be paid in a lump sum or spread over a period of five years in the case of normal retirement. As discussed in the Compensation Discussion and Analysis, the supplemental retirement benefit plan has been frozen and no new contributions are made on behalf of the participants. As noted previously, however, the annual increment that would have been added to the SERP aggregate balance was paid subsequent to ~~2015~~2020 directly to the named executive officer who was a participant in the SERP, as follows:

Robert J. McCormick    $ 376,215
Robert T. Cushing    203,126
Scot R. Salvador    227,317

Mr. McCormick $602,074, Mr. Salvador $371,969. In addition, Mr. Leonard was paid ~~$199,024~~$579,873, Mr. Ozimek was paid $343,295, and Mr. Curley was paid $355,805 as a supplemental bonus calculated in the same manner as the SERP increment for the other executive officers.

Potential Payments upon Termination or Change in Control

Employment ~~Agreements.~~Agreements

As noted above, TrustCo and Trustco Bank have entered into employment agreements with Messrs. McCormick, ~~Cushing,~~ Salvador, Leonard, Ozimek, and ~~Leonard~~Curley which provide for certain change in control/severance payments and benefits. The agreements for Messrs. McCormick ~~Cushing~~ and Salvador are substantially the same, and the agreements for Messrs. Leonard, Ozimek, and Curley are substantially the same.

In the event the employment of ~~Messrs.~~Mr. McCormick ~~Cushing~~ or Mr. Salvador is terminated for any reason other than good cause or retirement at the mandatory retirement age within twelve months prior to a change in control, or a change in control occurs while the executive is employed by either or both of TrustCo or Trustco Bank, then the executive will receive an amount equal to 2.99 times his then-current annual compensation to be paid in a single lump sum within 10 days following the change in control. The employment agreement also provides for an excise tax gross-up payment in the event that the amount payable upon the executive’s termination under the employment agreement or any other agreement is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code.

Upon termination of ~~any~~employment of ~~these executives’ employment~~Mr. McCormick or Mr. Salvador (i) upon their death, disability or retirement or (ii) for any reason other than good cause within two years following a change in control, TrustCo must, for the longer of the life of the executive or the life of his spouse, reimburse the executive or his spouse for otherwise unreimbursed medical expenses, including medical insurance premiums. In addition, if any of these executives’ employment is terminated for any reason other than good cause within two years following a change in control, TrustCo must transfer the executive’s Company car (at book value) and club membership to the executive.

In the event the employment of Mr. Leonard, Mr. Ozimek, or Mr. Curley is terminated by the Company for any reason other than good cause or by Mr. Leonard, Mr. Ozimek, or Mr. Curley for good reason (i) within twelve months prior to a change in control or (ii) within two years following a change in control, then ~~Mr. Leonard~~the executive will receive an amount equal to 2.99 times his then-current annual compensation, to be paid in a single lump sum within 10 days following the later of a change in control or his termination. ~~Mr. Leonard is~~These executives are not entitled to any excise tax gross-up payment in the event that the amount payable upon the executive’s termination under the employment agreement or any other agreement is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code.

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Upon the termination of Mr. Leonard’s, Mr. Ozimek’s, or Mr. Curley’s employment (i) upon ~~his~~their death, disability or retirement, or (ii) by the Company for any reason other than good cause or by ~~Mr. Leonard~~the executive for good reason within two years following a change in control, ~~Mr. Leonard~~the executive is entitled to the same medical expense reimbursement as provided to Messrs. McCormick ~~Cushing,~~ and Salvador, described above. Mr. Leonard, Mr. Ozimek, and Mr. Curley will also be entitled to the same transfer of Company car and country club membership upon ~~his~~their termination by the Company for any reason other than good cause or by ~~Mr. Leonard~~the executive for good reason within two years following a change in control as provided to Messrs. McCormick ~~Cushing,~~ and Salvador, described above.

Under the employment agreements, “good cause” means the executive’s commission of an act of fraud, embezzlement, or theft constituting a felony against either of TrustCo or Trustco Bank as finally determined by a court of competent jurisdiction or an unequivocal admission by the executive.

Also under the employment agreements, a “change in control” means a change in the ownership of TrustCo, a change in the effective control of TrustCo or Trustco Bank or a change in the ownership of a substantial portion of the assets of TrustCo or Trustco Bank as provided in

Section 409A of the Internal Revenue Code and any guidance or regulations under Section 409A. Section 409A regulations provide the following:

subject to certain exceptions specified in the agreements, a change in the ownership of TrustCo or Trustco Bank occurs on the date that any one person, or more than one person acting as a group, acquires ownership of stock of TrustCo that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of TrustCo or Trustco ~~Bank;~~

Bank,

a change in the effective control occurs only on the date that either: (i) any one person or more ~~that on~~than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of TrustCo or Trustco Bank possessing 30% or more of the total voting power of the stock of TrustCo or (ii) a majority of members of TrustCo’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of TrustCo’s board of directors prior to the date of the appointment or ~~election;~~election, or

a change in the ownership of a substantial portion of TrustCo’s or Trustco Bank’s assets occurs on the date that any one person or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from TrustCo or Trustco Bank that have a total gross fair market value equal to or more than 40% of the total gross fair market value all of the assets of TrustCo immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of TrustCo, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

Under ~~Mr.~~Messrs. Leonard’s, Ozimek’s and Curley’s employment ~~agreement,~~agreements, “good reason” means (i) any substantial diminution in the executive’s job responsibilities or material adverse change in his title or status, (ii) a reduction in his base salary or failure to maintain his benefits at a level comparable to the level in effect at the effective date of the agreement, (iii) a determination by the Company, for reasons other than good cause, not to renew the term of the agreement, or (iv) the relocation of executive’s principal place of employment by more than 50 miles from the Company’s main headquarters as of the effective date of the agreement.

Each of the employment agreements for Messrs. McCormick ~~Cushing,~~ and Salvador defines “termination” to include the unilateral election of the executive to terminate the employment agreement and his employment with TrustCo and Trustco Bank or the executive otherwise experiences a “separation from service” within the meaning of Treasury Department Regulations under Section 409A of the Internal Revenue Code.

Performance Bonus ~~Plan.~~ ~~Additionally, the~~Plan

The units awarded to Messrs. McCormick ~~Cushing~~ and Salvador under the Performance Bonus Plan vest on the earlier of a change in control or the termination of their employment for reasons other than cause within one year prior to a change in control. Payment of the value of the units must be made within ten days after the change in control.

In the event that the amount payable under the Performance Bonus Plan is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, the plan also provides for an excise tax gross-up payment to the executives. The PSAUs granted to Mr. Leonard become vested upon (i) a termination of ~~Mr. Leonard~~the executive without cause or for good reason within two years following a change in control of TrustCo or (ii) the occurrence of a change in control within 12 months following a termination of ~~Mr. Leonard~~the executive without cause or for good reason. Upon vesting, Mr. Leonard will be entitled to receive compensation based upon the appreciation in value of TrustCo’s common stock between the date of the award and the date of the occurrence of a change in control or ~~Mr. Leonard’s~~their termination (whichever is greater).

TrustCo Bank Corp NY ~~Amended and Restated 2010~~ Equity Incentive ~~Plan.~~Plan

Under the TrustCo Bank Corp NY Amended and Restated 2010 Equity Incentive Plan and the award agreements under such plan, the options will become fully vested upon retirement, disability, or death, and the period of restriction under the restricted stock and restricted stock unit awards terminate (that is, such awards “vest”) upon disability or death, but are forfeited upon retirement or other

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termination. Under the performance shares awarded under the Amended and Restated 2010 Equity Incentive Plan, upon retirement, disability, or death a participant will be entitled to a pro rata payment based on the number of full months’ service during the applicable performance period but taking into account achievement of performance goals during the entire performance period. In addition, all options, restricted stock, restricted stock units and performance shares that, in each case, were issued in 2016 or before will become fully vested upon a change in control and the performance shares will be paid out based on the achievement of performance goals up to the date of the change in control. With respect to awards under the plan granted after January 1, 2017, there is no automatic vesting based solely upon a change in control, subject to certain exceptions. Rather, if a participant is terminated by the company or a subsidiary without cause within twenty-four months after a change in control, all unvested outstanding awards held by such participant will vest 100%, all options will become immediately exercisable, the restrictions applicable to restricted stock will immediately terminate, and all other awards, including SARs and restricted stock units, will immediately fully vest and be paid out. Performance units and performance shares will immediately fully vest, be settled, and paid out without proration on or immediately following termination based upon the extent to which performance goals during the applicable performance period have been met up to the date of the change in control, the extent to which performance goals during the performance period have been met up to the date of termination, or at target, whichever provides the greatest value to the participant. The board or the Compensation Committee has authority under the 2010 Equity Incentive Plan to accelerate vesting of awards upon certain corporate events, including a change in control.

At the 2019 annual meeting the shareholders approved the TrustCo Bank Corp NY 2019 Equity Incentive Plan. In the event of a participant’s termination without cause within twenty-four months following a change in control of TrustCo, all options and stock appreciation rights will fully vest. Restricted stock and restricted stock units that vest based solely on time shall immediately vest and restricted stock and restricted stock units that vest on the achievement of performance goals shall vest as to a pro rata payment at target based on the number of months’ service during the performance period, provided that if the performance period has been completed prior to the participant’s termination and the restricted stock remains restricted and restricted stock units have not been settled then the restricted stock restrictions shall lapse and the restricted stock units shall be paid out based on actual performance and in all events any amounts shall be settled and paid out on or immediately following the date of termination (but in no event later than thirty days following such date).

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EXECUTIVE COMPENSATION

The following table reflects the amount of compensation payable to each of the named officers, upon a change in control or in the event of the termination of such executive’s employment. The amounts would be paid in accordance with each person’s employment agreement (if any) and other benefit plans and agreements as discussed in the preceding sections. The amounts shown assume that such termination was effective as of December 31, ~~2015,~~2020, and thus include amounts earned through such time, and are estimates of the amounts which would be paid out to the executives upon their termination. The amounts shown relating to equity incentives (stock options and restricted stock awards) and performance bonus units are based on the closing value of TrustCo common stock on December 31, ~~2015,~~2020, which was ~~$6.14.~~$6.67. The actual amounts to be paid out can only be determined at the time of such executive’s termination of employment.

Termination ~~and~~or Change in Control Payments

Termina-
tion for
“Good
Cause”⁽¹⁾ Resigna-
tion by
Officer
Without
Change in
Control Termination
by Company
Without
Good Cause
and Without
Change in
Control⁽²⁾ Retirement
Without
Change in
Control⁽³⁾ Disability⁽⁴⁾ Death⁽⁵⁾ Change in
Control or
Termina-
tion in
Connection
With a
Change in
Control⁽¹¹⁾
Robert J. McCormick

Salary and Bonus
$ --    $ --    $ 1,256,215    $ --    $ --    $ 600,000    $ 2,631,200
Health insurance and other perquisites
--    --    1,526,937    1,526,937    1,526,937    1,526,937    1,576,937
Tax gross-up payment
--    --    --    --    --    --    2,016,582
Pension benefits⁽⁶⁾
286,664    286,664    286,664    286,664    286,664    286,664    286,664
Supplemental Retirement
Plan⁽⁷⁾
--    1,584,836    1,584,836    1,584,836    1,584,836    1,584,836    1,584,836
Equity incentives^{(9) (10)}
--    --    --    496,875    779,315    779,315    920,535
TOTAL
$ 286,664    $ 1,871,500    $ 4,654,652    $ 3,895,312    $ 4,177,752    $ 4,777,752    $ 9,016,754
Michael M. Ozimek

Salary and Bonus
$ --    $ --    $ --    $ --    $ --    $ 450,000    $ --
Pension benefits⁽⁶⁾
20,123    20,123    20,123    20,123    20,123    20,123    20,123
Equity incentives^{(9) (10)}
--    --    --    34,240    60,949    60,949    70,159
TOTAL
$ 20,123    $ 20,123    $ 20,123    $ 54,363    $ 81,072    $ 531,072    $ 90,282
Robert T. Cushing

Salary and Bonus
$ --    $ --    $ 843,126    $ --    $ --    $ 600,000    $ 1,913,600
Health insurance and other perquisites
--    --    1,136,938    1,136,938    1,136,938    1,136,938    1,186,938
Tax gross-up payment
--    --    --    --    --    --    1,452,896
Pension benefits⁽⁶⁾
471,535    471,535    471,535    471,535    471,535    471,535    471,535
Supplemental Retirement
Plan⁽⁷⁾
--    3,244,059    3,244,059    3,244,059    3,244,059    3,244,059    3,244,059
Performance Bonus Plan⁽⁸⁾
--    --    --    --    --    --    99,693
Equity incentives^{(9) (10)}
--    --    --    252,787    340,282    340,282    414,985
TOTAL
$ 471,535    $ 3,715,594    $ 5,695,658    $ 5,105,319    $ 5,192,814    $ 5,792,814    $ 8,783,706
Scot R. Salvador

Salary and Bonus
$ --    $ --    $ 747,317    $ --    $ --    $ 600,000    $ 1,554,800
Health insurance and other perquisites
--    --    1,705,479    1,705,479    1,705,479    1,705,479    1,755,479
Tax gross up payment
--    --    --    --    --    --    1,634,761
Pension benefits⁽⁶⁾
201,689    201,689    201,689    201,689    201,689    201,689    201,689
Supplemental Retirement
Plan⁽⁷⁾
--    722,574    722,574    722,574    722,574    722,574    722,574
Equity incentives^{(9) (10)}
--    --    --    252,787    397,077    397,077    471,780
TOTAL
$ 201,689    $ 924,263    $ 3,377,059    $ 2,882,529    $ 3,026,819    $ 3,626,819    $ 6,341,083
Robert M. Leonard

Salary and Bonus
$ --    $ --    $ 474,024    $ --    $ --    $ 550,000    $ 822,250
Health Insurance and other perquisites
--    --    1,639,573    1,639,573    1,639,573    1,639,573    1,689,573
Pension benefits⁽⁶⁾
174,136    174,136    174,136    174,136    174,136    174,136    174,136
Equity incentives^{(9) (10)}
--    --    --    115,857    260,147    260,147    334,850
TOTAL
$ 174,136    $ 174,136    $ 2,287,733    $ 1,929,566    $ 2,073,856    $ 2,623,856    $ 3,020,809
Eric W. Schreck

Salary and Bonus
$ --    $ --    $ --    $ --    $ --    $ 525,000    $ --
Pension benefits⁽⁶⁾
131,905    131,905    131,905    131,905    131,905    131,905    131,905
Equity incentives^{(9) (10)}
--    --    --    50,787    89,162    89,162    107,582
TOTAL
$ 131,905    $ 131,905    $ 131,905    $ 182,692    $ 221,067    $ 746,067    $ 239,487

Name	Termination for “Good Cause”⁽¹⁾ ($)	Resignation By Officer Without Change in Control ($)	Termination by Company Without Good Cause and Without Change in Control⁽²⁾⁽⁶⁾ ($)	Retirement Without Change in Control⁽³⁾ ($)	Disability⁽⁴⁾ ($)	Death⁽⁵⁾ ($)	Change in Control or Termination in Connection With a Change in Control^(10)(12) ($)
Robert J. McCormick
Salary and Bonus⁽⁷⁾	—	—	4,411,898	263,250	263,250	863,250	4,795,586
Health insurance and other perquisites	—	—	1,463,012	1,463,012	1,463,012	1,463,012	1,513,012
Tax gross-up payment	—	—	—	—	—	—	3,456,030
Pension Benefits⁽⁸⁾	475,845	475,845	475,845	475,845	475,845	475,845	475,845
Supplemental Retirement Plan⁽⁹⁾	—	1,584,836	1,584,836	1,584,836	1,584,836	1,584,836	1,584,836
Performance Bonus Plan	—	—	—	—	—	—	—
Equity incentives^(11)(12)	—	—	—	692,104	1,203,900	1,203,900	1,254,423
Total	475,845	2,060,681	7,935,591	4,479,047	4,990,843	5,590,843	13,079,733
Michael M. Ozimek
Salary and Bonus⁽⁷⁾	—	—	976,620	46,200	46,200	646,200	1,893,642
Health insurance and other perquisites	—	—	1,328,463	1,328,463	1,328,463	1,328,463	1,378,463
Tax gross-up payment	—	—	—	—	—	—	—
Pension Benefits⁽⁸⁾	41,123	41,123	41,123	41,123	41,123	41,123	41,123
Supplemental Retirement Plan ⁽⁹⁾	—	—	—	—	—	—	—
Performance Bonus Plan	—	—	—	—	—	—	—
Equity incentives^(11)(12)	—	—	—	118,898	279,011	279,011	324,881
Total	41,123	41,123	2,346,206	1,534,684	1,694,797	2,294,797	3,638,108
Kevin M. Curley
Salary and Bonus⁽⁷⁾	—	—	890,430	39,000	39,000	639,000	1,598,529
Health insurance and other perquisites	—	—	1,092,830	1,092,830	1,092,830	1,092,830	1,142,830
Tax gross-up payment	—	—	—	—	—	—	—
Pension Benefits⁽⁸⁾	309,651	309,651	309,651	309,651	309,651	309,651	309,651
Supplemental Retirement Plan⁽⁹⁾	—	—	—	—	—	—	—
Performance Bonus Plan	—	—	—	—	—	—	—
Equity incentives^(11)(12)	—	—	—	132,272	312,622	312,622	388,840
Total	309,651	309,651	2,292,911	1,573,753	1,754,103	2,354,103	3,439,850
Scot R. Salvador
Salary and Bonus⁽⁷⁾	—	—	2,717,938	72,000	72,000	672,000	2,951,130
Health insurance and other perquisites	—	—	1,786,063	1,786,063	1,786,063	1,786,063	1,836,063
Tax gross-up payment	—	—	—	—	—	—	2,602,916
Pension Benefits⁽⁸⁾	355,409	355,409	355,409	355,409	355,409	355,409	355,409
Supplemental Retirement Plan⁽⁹⁾	—	722,574	722,574	722,574	722,574	722,574	722,574
Performance Bonus Plan	—	—	—	—	—	—	—
Equity incentives^(11)(12)	—	—	—	360,776	544,101	544,101	534,159
Total	355,409	1,077,983	5,581,984	3,296,822	3,480,147	4,080,147	9,002,251
Robert M. Leonard
Salary and Bonus⁽⁷⁾	—	—	1,484,623	66,000	66,000	666,000	2,705,203
Health insurance and other perquisites	—	—	867,995	867,995	867,995	867,995	917,995
Tax gross-up payment	—	—	—	—	—	—	—
Pension Benefits⁽⁸⁾	286,857	286,857	286,857	286,857	286,857	286,857	286,857
Supplemental Retirement Plan⁽⁹⁾	—	—	—	—	—	—	—
Performance Bonus Plan	—	—	—	—	—	—	—
Equity incentives^(11)(12)	—	—	—	353,584	604,550	604,550	632,546
Total	286,857	286,857	2,639,475	1,574,436	1,825,402	2,425,402	4,542,601

⁽¹⁾

Under the employment agreements of Messrs. McCormick, ~~Cushing,~~Ozimek, Salvador, Leonard, and ~~Leonard,~~Curley, “good cause” means the commission of an act of fraud, embezzlement or theft constituting a felony against either of the Company or Trustco Bank as finally determined by a court of competent jurisdiction or an unequivocal admission by the ~~executive~~ officer.

⁽²⁾

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(2)

The amounts in this column represent the aggregate value of the payments due under the remaining term of the employment agreements of Messrs. McCormick, ~~Cushing,~~Ozimek, Salvador, Leonard, and ~~Leonard,~~Curley, assuming no changes in the amount of base salary after termination and payments under the Executive Officer Incentive Plan and the additional amount payable in lieu of contributions to the Supplemental Retirement Plan. The employment agreements of Messrs. McCormick ~~Cushing,~~ and Salvador renewed as of January 1, ~~2014~~2020 for a new term of three years each. The amounts presented in this column take into account the remaining ~~one-year~~two years of the term for each such agreement. The employment agreement of Messrs. Leonard, Ozimek, and Curley renew annually for a new term of ~~each agreement and also taken~~one year. The amounts presented in this column take into account the ~~one-year~~ term ~~of Mr. Leonard. Messrs. Schreck and Ozimek do not have an employment agreement with the Company.~~

for such agreements.

⁽³⁾

“Retirement” means termination of employment at the earliest retirement date applicable to the named executive officer under the Trustco Bank retirement plan. As of December 31, ~~2015, only~~2020, Mr. ~~Cushing was~~McCormick and Mr. Leonard were both eligible to receive retirement benefits under such plan. Mr. Cushing has announced his retirement, although the effective date has not yet been established. Please also refer to the Pension Benefits table and the related discussion.

for early retirement.

⁽⁴⁾

“Disability” means a mental or physical condition which (i) in the opinion of a physician mutually agreed upon by the by boards of directors of the Company and Trustco Bank and the named executive officer, will prevent such officer from carrying out the material job responsibilities or duties to which the officer was assigned at the time the disability was incurred and (ii) is expected to last for an infinite duration or a duration of more than six months.

⁽⁵⁾	The Company provides a death benefit to all employees through a ~~third party~~third-party insurance company under which it makes a payment, in the amount of two year’s salary of the deceased employee (but not more than $600,000), to the surviving spouse, if any, of the deceased employee.

⁽⁶⁾

Includes for the remaining term of the named executive officer’s employment agreement, annual salary, bonus payment under the Company’s 2020 Executive Officer Incentive Plan, and an amount equal to the incremental amount that would have been credited for the year to the executive’s supplemental account balance under the Trustco Bank and TrustCo Bank Corp NY Supplemental Retirement Plan as such plan was in effect on December 31, 2007 and had it not been amended to cease additional benefit accruals following December 31, 2008 and had the officer participated in the plan.

(7)

Based on the terms of the 2020 Executive Officer Incentive Plan, the contingent portion of the award, if applicable, will be payable to the executive. Pay out as a result of disability or retirement without a change in control will be prorated. Pay out as a result of death will be as normal. For all other reasons, including a change in control, this portion of the plan will be forfeited.

(8)

The actuarial present value of the named executive officer’s accumulated benefit under Trustco Bank retirement plan, determined using the same assumptions used for financial reporting purposes under generally accepted accounting principles. Benefits under the plan will be paid in accordance with the terms of the plan, which do not provide for payment of benefits in a lump sum. The Company sponsors a 401k/Profit-Sharing Plan for all employees. The accumulated account balance has not been included in this benefit table. Messrs. McCormick, Ozimek, Cushing, Salvador, Leonard and Schreck have accumulated account balances of $540,426, $264,035, $290,083, $413,891, $462,238, and $542,449, respectively.

⁽⁷⁾(9)

The amounts disclosed represent the aggregate balance as of December 31, ~~2015~~2020 for each of Messrs. McCormick ~~Cushing~~ and Salvador. Messrs. Leonard, ~~Schreck~~Ozimek, and ~~Ozimek~~Curley do not participate in the ~~Supplemental Retirement Plan.~~

supplemental retirement plan.

⁽⁸⁾(10)

~~The amounts disclosed represent~~Because the ~~payment to~~issue price is greater than the ~~named executive officers under TrustCo’s~~closing stock price on December 31, 2020, Messrs. McCormick and Salvador would not receive a payout from their Performance Bonus Plan.

Mr. Leonard would also not receive a payment under the Performance-Based Stock Appreciation Unit Agreement as the closing value on December 31, 2020 ($6.67) was lower than his grant price ($6.95).

⁽⁹⁾(11)

The amounts disclosed in the columns headed “Retirement ~~Without~~without Change in Control,” ~~“Disability”~~“Disability,” and “Death” represent the amount payable to the named executive officer upon such events under ~~TrustCo’s~~the applicable equity incentive plans. Under the Amended and Restated TrustCo Bank Corp NY 2010 Equity Incentive Plan and the award agreements under such plan, the options accelerate upon retirement, disability or death and the period of restriction under the restricted stock unit awards terminate (that is, such awards “vest”) upon disability or death, but are forfeited upon retirement or other termination. Under the performance shares awarded under the 2010 plan, upon retirement, disability or death a participant will be entitled to a pro rata payment based on the number of full months’ service during the applicable performance period but taking into account achievement of performance goals during the

~~entire performance period.~~plan. The amounts presented assume satisfaction of the performance targets at the targeted ~~level~~levels for ~~2013, 2014~~2018, 2019 and 2015. Because the performance period under the 2015 awards commenced on January 1, 2016, termination for retirement, disability, or death as of December 31, 2015 would not result in any payment in respect of such performance awards.2020.

⁽¹⁰⁾(12)

The amounts disclosed in the column headed ~~“Change in Control or Termination in Connection With a~~“Termination and Change in Control” represent the payment to the named executive officer upon the accelerated vesting (or, as appropriate, lapse of restrictions) of awards under TrustCo’s equity incentive plans if a change in control occurred, and such officer were terminated, on December 31, ~~2015,~~2020, and assumes the resulting amount is paid in cash. All unvested options and restricted stock units vest in full upon a change in control. The time-based vesting condition of performance shares will be satisfied in full upon a change in control, with payment to be made in respect of performance shares based upon the extent to which the performance goals specified in the applicable award agreement have been met up to the date of the change in control, or at the target vesting specified in the award agreement, whichever is higher.

⁽¹¹⁾

The salary and bonus amounts and the amount of the tax gross-up payment (if any) disclosed in this column becomes payable on the earlier of (i) a change in control or (ii) the termination of the named executive officer’s employment within one year prior to a change in control. The health insurance and other perquisite amount disclosed in this column becomes payable only upon the termination of the named executive officer’s employment within two years after a change in control.

~~Compensation Policies~~

Pay Ratio Disclosure

As required by Item 402(u) of Regulation S-K, we are required to calculate and ~~Practices that Present Material Risks~~disclose the total compensation for our median paid employee, as well as the ratio of this employee’s total compensation compared to the ~~Company~~total compensation of our President and CEO.

For fiscal 2020, our last completed fiscal year:

The median of the annual total compensation of all employees of our company (other than Mr. McCormick) was $34,281, and

The annual total compensation of Mr. McCormick, our President and CEO was $3,157,062.

Based on this information, the ratio for 2020 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is 92 to 1.

We completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and CEO:

We identified our employee population on December 31, 2020, including all full-time, part-time, temporary, and seasonal employees employed on that date. This date was selected because it aligned with the calendar and fiscal year-end and allowed us to identify employees in a reasonably efficient manner.

To find the median of the annual total compensation of all our employees (other than our CEO), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2020. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on December 31, 2020, but did not work for us the entire year. TrustCo maintains an extensive branch network staffed by both full-time and part-time employees. No full-time equivalent adjustments were made for part-time employees.

We identified our median employee using this compensation measure and methodology, which was consistently applied to all employees who were included in the calculation.

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After identifying the median employee, we added together all of the elements of such employee’s compensation for 2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, Total compensation was then annualized based on this employee’s date of hire in 2020, resulting in annual total compensation of $34,281.

With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2020 Summary Compensation Table.

COMPENSATION POLICIES AND PRACTICES THAT PRESENT MATERIAL RISKS TO THE COMPANY

The Compensation Committee believes strongly that the compensation structure for the executive officers or any employee at TrustCo should not encourage undue risk taking. As discussed in the Compensation Discussion and Analysis, the Company’s executive officer compensation program includes cash and equity components with both ~~short term (executive officer incentive plan)~~short-term (Executive Officer Incentive Plan) and longer-term ~~(equity incentive plan,~~(2019 Equity Incentive Plan, among others) performance measurement periods. Also as discussed, benefits under TrustCo’s compensation program may be forfeited if the executive does not remain employed at TrustCo. Further, the 2010 Equity Incentive Plan as well as the 2019 Equity Incentive Plan, expressly ~~provides~~provide that the TrustCo board and the Compensation Committee must work together to ensure that the implementation of the plan, in conjunction with the Company’s ~~other~~ compensation ~~policies~~program and practices, does not create risks that are reasonably likely to have a material adverse effect on the Company. As such, after a review of the Company’s compensation ~~policies~~program and ~~procedures,~~practices, the Compensation Committee has concluded that the risks arising ~~from TrustCo’s compensation policies and practices~~therefrom are not reasonably likely to have a material adverse effect on the Company.

~~Director Compensation~~

DIRECTOR COMPENSATION

Compensation paid or awarded to members of TrustCo’s board of directors who are not also executive officers of TrustCo or Trustco Bank is comprised of a meeting fee of $10,000 and awards under TrustCo’s ~~Directors Equity Incentive~~Director Plan and Directors Performance Bonus Plan.

~~2015~~

2020 Director Compensation Table

Name    Fees
Earned
or Paid
in Cash
Stock
Awards⁽¹⁾
   All Other
Compensation Total
      ($)    ($)    ($) ($)
Dennis A. De Gennaro    130,000       9,210       --    139,210
Joseph A. Lucarelli⁽³⁾    40,000       --       --    40,000
Thomas O. Maggs    130,000       9,210       --    139,210
Dr. Anthony J. Marinello    130,000       9,210       --    139,210
Robert A. McCormick    130,000       9,210       415,576 ⁽²⁾ 554,786
William D. Powers    130,000       9,210       --    139,210
William J. Purdy    130,000       9,210       --    139,210

Name	Fees Earned or Paid in Cash⁽¹⁾	Stock Awards⁽²⁾	All Other Compensation	Total
Name	($)	($)	($)	($)
Dennis A. DeGennaro	120,000	20,003	—	140,003
Brian C. Flynn	120,000	20,003	—	140,003
Lisa M. Lucarelli	110,000	20,003	—	130,003
Thomas O. Maggs	120,000	20,003	—	140,003
Dr. Anthony J. Marinello	120,000	20,003	—	140,003
Kimberly A. Russell	40,000	20,003	—	60,003
Frank B. Silverman	40,000	20,003	—	60,003

⁽¹⁾

~~Includes~~In October 2016, the board instituted a stipend to compensate currently-serving board members for the time they spend traveling out of town for training and outreach with regulators in the amount of $1,500 for the first day of travel on a single trip and $1,000 for each additional day of travel on the same trip. In 2017, the board, upon the recommendation of the Compensation Committee, voted to make all directors eligible for the stipend. During 2020, none of the directors received any additional compensation as a result of this travel stipend.

(2)

The stock awards column represents the aggregate grant date fair value of restricted stock units granting during the fiscal year, calculated in accordance with FASB ASC ~~718 for~~718. For each director, the ~~restricted stock~~number of units ~~awarded in 2015.~~granted was determined by the Compensation Committee. The assumptions made in the valuation of the awards are described in Note 9 to TrustCo’s consolidated financial statements for the ~~years~~year ended December 31, ~~2015 and 2014~~2020 under the heading “Stock Based Compensation Plans-Equity Awards.” As of December 31, ~~2015, each Director~~2020: Directors DeGennaro, Flynn, Lucarelli, Maggs, and Marinello had ~~4,500~~3,835 unvested restricted stock units.

Directors Russell and Silverman had 3,175 unvested restricted units.

⁽²⁾

Includes $200,000 paid under a consulting agreement and for the noncompetition covenant set forth in that agreement, and perquisites of $59,394 (consisting of use of an auto and club, health insurance, estate planning services, and supplemental medical reimbursement) and tax payments on such benefits of $67,031.

⁽³⁾	~~Mr. Lucarelli resigned from the board effective May 2015. Fees earned reflect payment made through the date of his resignation.~~

TrustCo’s Amended and Restated 2010 Directors Equity Incentive Plan provides for the periodic grant of options, restricted stock, restricted stock units, and stock appreciation rights to directors as approved by the Compensation Committee. The exercise price for options may not be less than 100% of the fair market value of TrustCo’s common stock on the NASDAQ Stock Market (generally the closing price) on the day the grants are awarded.

Outstanding options, granted under TrustCo’s ~~Amended and Restated 2010 Directors Equity Incentive~~Director Plan and prior directors’ stock option plans, held by current TrustCo directors are as follows:

	Dennis A. DeGennaro		2,000
~~Dennis A. De Gennaro~~		~~2,000~~
Thomas O. Maggs		~~6,000~~ 2,000
	Anthony J. Marinello, ~~MD, PhD~~M.D., Ph.D.		~~6,000~~ 2,000
~~Robert A. McCormick~~		~~6,000~~
~~William D. Powers~~		~~6,000~~
~~William J. Purdy~~		~~6,000~~

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During ~~2015,~~2020, directors were awarded ~~1,500~~restricted stock units equivalent to 3,175 shares of ~~restricted~~TrustCo common stock ~~units.~~under the 2019 Equity Incentive Plan. The ~~period~~periods of restriction applicable to the restricted stock unit awards will lapse ~~as to all units awarded on~~in full in November ~~17, 2018.~~of 2021 and the award will be settled in cash. The restricted stock units do not entitle the director to any ~~cash or other~~ dividend declared on ~~the~~TrustCo common stock or to vote the units.

Also during ~~2015,~~2020, the period of restriction lapsed with respect to the 1,500 restricted stock units that were awarded to each of the directors in 2012. The units were settled in cash, with each director receiving a gross amount of $9,705 based on the closing price of $6.47 per share for the Company’s stock on November 20, 2015, the date restriction period lapsed.

following:

Name	Grant Year	Shares Vested (#)	Vesting Price	Value of Shares Vested ($)
Dennis A. De Gennaro	2017	500	$6.20	$3,100
	2018	670	$6.20	$4,154
	2019	2,276	$6.22	$14,157
Thomas O. Maggs	2017	500	$6.20	$3,100
	2018	670	$6.20	$4,154
	2019	2,276	$6.22	$14,157
Dr. Anthony J. Marinello	2017	500	$6.20	$3,100
	2018	670	$6.20	$4,154
	2019	2,276	$6.22	$14,157
Lisa M. Lucarelli	2018	670	$6.20	$4,154
Lisa M. Lucarelli	2019	2,276	$6.22	$14,157
Brian C. Flynn	2017	500	$6.20	$3,100
	2018	670	$6.20	$4,154
	2019	2,276	$6.22	$14,157

TrustCo directors who are not also employees of TrustCo or Trustco Bank are eligible to participate in the TrustCo Bank Corp NY Directors Performance Bonus Plan, which was adopted by the TrustCo board in 1997. Under the Directors Performance Bonus Plan, nonemployee directors are eligible to be awarded “units,” the value of which is based upon the appreciation in value of TrustCo’s common stock between the date of the award and the occurrence of a “change in control” as defined in the Directors Performance Bonus Plan. (The definition of change in control is the same as the definition contained in the employment agreements for TrustCo’s named executive officers, which were described above.) The units so awarded vest and payments under the Directors Performance Bonus Plan are to be made, only upon the occurrence of a change in control. Each nonemployee director has been awarded 34,981 units under the Directors Performance Bonus Plan at a base price of $5.95 per unit, except for Mr. Maggs, whose base price is $10.59 per unit and Mr. ~~De Gennaro~~DeGennaro whose base price is $6.33 per unit. Mr. Flynn, ~~has~~Ms. Lucarelli, Ms. Russell and Mr. Silverman have not been awarded any ~~Director Performance Bonus~~director performance bonus units at this time. Robert A. McCormick was awarded 1,399,205 units at a price of $5.95 per unit in 1997 as the Company’s Chief Executive Officer. The Directors’ Performance Bonus Plan allows awards given to an employee who is or becomes a director to retain those awards even after the employee has terminated employment so long as he or she remains a director.

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TrustCo and Robert A. McCormick have entered into a consulting agreement under which Mr. McCormick serves as a consultant to the board of directors of TrustCo and to the board of directors of each of its affiliates, rendering to such boards and to individual members of such boards consulting services and advice on an as-needed basis with respect to matters pertaining to TrustCo and its affiliates. The services rendered are advisory only, and Mr. McCormick’s services as a consultant are rendered at such times and places as are mutually convenient to the boards and Mr. McCormick. The current agreement with Mr. McCormick took effect on June 1, 2011 and has a five-year term which terminates on May 31, 2016. As compensation for the services rendered by Mr. McCormick under the consulting agreement and for the noncompetition covenant set forth in that agreement, TrustCo paid Mr. McCormick in 2015 a fee in the amount of $200,000. Also, in connection with the consulting agreement Mr. McCormick has been provided office facilities and the use of a personal secretary, ongoing use of a company vehicle, club, estate planning services, and tax payments on these benefits. The cost of these is included in the table as other compensation. As noted above, Mr. McCormick’s term will expire at the Annual Meeting, and Mr. McCormick has decided to retire from the board of directors at that time rather than seek a new term; the consulting agreement will not be renewed.

Finally, under the terms of the employment agreement Mr. McCormick entered into while he was president and chief executive officer, TrustCo and/or Trustco Bank will provide at no cost to Mr. McCormick and his wife, for the rest of Mr. McCormick’s life, or the life of his spouse, the same health insurance benefits provided to Mr. McCormick and his family by TrustCo and Trustco Bank prior to his retirement. TrustCo and Trustco Bank will also provide to Mr. McCormick for his life the same life insurance benefits provided to retirees by TrustCo and Trustco Bank under their life insurance plan. As a retired employee, Mr. McCormick also participates in and receives benefits from the Trustco Retirement Plan in accordance with the plan provisions.

~~Ownership of TrustCo Common Stock by Certain Beneficial Owners~~

EXECUTIVE COMPENSATION

OWNERSHIP OF TRUSTCO COMMON STOCK BY CERTAIN BENEFICIAL OWNERS

TrustCo is not aware of any person who, as of the date hereof, is the beneficial owner of more than 5% of its common stock, except as described below:

	Name and Address			Amount		Percent
~~Name and Address:~~		~~Amount~~			~~Percent~~
BlackRock, Inc.			~~9,176,333~~	⁽¹⁾		~~9.6~~	%
55 East 52^nd52nd Street
New York, NY 10055			14,234,223⁽¹⁾		14.8%
	The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355			6,747,641⁽²⁾		7.0%
~~Royce & Associates, LLC~~	Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746		~~8,879,589~~	5,401,897⁽²⁾⁽³⁾		~~9.3~~ 5.6%	%
~~745 Fifth Avenue~~
~~New York, NY 10151~~

⁽¹⁾

Based solely upon an ~~amended~~Amendment to Schedule ~~13G~~13G/A filed with the SEC by the listed person on January ~~27, 2016.~~26, 2021. According to the ~~amended Schedule 13G,~~filing, BlackRock, Inc. filed the Schedule 13G amendment as the parent holding company or control person of BlackRock (Netherlands) B.V., BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd and BlackRock Investment Management, LLC ~~and~~with BlackRock Fund Advisors beneficially ~~owns~~owning 5% or greater of the outstanding shares of TrustCo common stock.

BlackRock, Inc. reported sole voting power over 14,057,001 shares and sole dispositive power over 14,234,223 shares.

⁽²⁾

Based solely upon an ~~amended~~Amendment to Schedule 13G filed with the SEC by the listed person on ~~January 28, 2016, containing information~~February 10, 2021. According to the filing, Schedule 13G, the reported beneficial ownership includes shares beneficially owned by Vanguard Asset Management, Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisors, LLC, Vanguard Group (Ireland) Limited, Vanguard Investments Australia Ltd, Vanguard Investments Canada Inc., Vanguard Investments Hong Kong Limited, and Vanguard Investments UK, Limited. The Vanguard Group reported shared power to vote or direct the vote with respect to 110,178 shares, sole power to dispose of or direct the disposition of 6,544,706 shares and shared power to dispose or direct the disposition of 202,935 shares.

(3)

Based solely upon an Amendment to Schedule 13G filed with the SEC by the listed person on February 16, 2021. According to the Schedule 13G, Dimensional Fund Advisors LP furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts, and separate accounts (collectively, the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported above are owned by the Funds. Dimensional reported sole power to vote or to direct the vote of 5,061,869 shares and sole power to dispose of or direct the disposition of 5,401,897 shares. Dimensional disclaims beneficial ownership of such securities.

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Executive Officer and Director Stock Ownership

Name	Amount	Percent ⁽²⁾
Dennis A. DeGennaro ^{(1) (3)}	118,169	*
Brian C. Flynn ^{(1) (4)}	11,342	*
Lisa M. Lucarelli ^{(1) (5)}	10,122	*
Thomas O. Maggs ^{(1) (6)}	90,153	*
Robert J. McCormick ^{(1) (7)}	1,702,834	1.8%
Anthony J. Marinello ^{(1) (8)}	109,076	*
Kimberly A. Russell ^{(1) (9)}	7,000	*
Frank B. Silverman ^{(1) (10)}	15,000	*
Kevin M. Curley ⁽¹¹⁾	124,385	*
Michael Hall ⁽¹²⁾	12,751	*
Robert M. Leonard ⁽¹³⁾	179,121	*
Michael M. Ozimek ⁽¹⁴⁾	33,181	*
Scot R. Salvador ⁽¹⁵⁾	307,089	*
Eric W. Schreck ⁽¹⁶⁾	107,225	*
All current executive officers and directors as a group (14 persons) ⁽¹⁷⁾	2,827,448	2.9%

Footnotes:

(1)	Directors of TrustCo Bank Corp NY are also directors of Trustco Bank.

(2)	Based on 96,432,658 shares outstanding as of December 31, ~~2015.~~ 2020. Beneficial ownership of less than 1% is denoted by an asterisk.

(3)
Voting or investment power shared by Mr. DeGennaro’s spouse or other immediate family members as to 116,169 shares. Also includes currently exercisable options to acquire 2,000 shares.
(4)
Voting or investment power held by Mr. Flynn and his spouse or other immediate family members as to 11,342 shares.
(5)
Voting or investment power for Ms. Lucarelli as to 10,122 shares.
(6)
Voting or investment power held by Mr. Maggs and his spouse or immediate family members as to 88,153 shares. Also includes currently exercisable options to acquire 2,000 shares.
(7)
Includes for Mr. McCormick 1,074,153 shares owned directly by Mr. McCormick or his immediate family and 443,881 shares that are held indirectly by Mr. McCormick or his immediate family. Also includes currently exercisable options to acquire 184,800 shares.
(8)
Voting or investment power held by Dr. Marinello and his spouse or other immediate family members as to 107,076 shares. Also includes currently exercisable options to acquire 2,000 shares.
(9)
Voting or investment power held by Ms. Russell as to 7,000 shares.
(10)
Voting or investment power held by Mr. Silverman as to 15,000 shares.
(11)
Voting or investment power held by Mr. Curley and his spouse or other immediate family members as to 110,485 shares. Also includes currently exercisable options to acquire 13,900 shares.
(12)
Includes for Mr. Hall currently exercisable options to acquire 2,250 shares.
(13)
Voting or investment power held by Mr. Leonard and his spouse or other immediate family members as to 115,121 shares. Also includes currently exercisable options to acquire 64,000 shares.
(14)
Includes for Mr. Ozimek currently exercisable options to acquire 17,700 shares.
(15)
Includes for Mr. Salvador currently exercisable options to acquire 113,441 shares.
(16)
Includes for Mr. Schreck currently exercisable options to acquire 2,900 shares.
(17)
Total shares listed include all individuals previously listed within this chart as well as the 107,225 shares, which includes 2,900 shares of currently exercisable options, beneficially owned by Eric W. Schreck.

On ~~March 1, 2016,~~December 31, 2020, the Financial Services Department of Trustco Bank held ~~167,166~~2,316,198 shares of TrustCo common stock as executor, trustee, and agent ~~(0.2%~~(2.40% of outstanding shares) not otherwise reported in this proxy statement. Neither TrustCo nor Trustco Bank has any beneficial interest in these shares.

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~~Transactions with TrustCo and Trustco Bank Directors, Executive Officers and Associates~~

EXECUTIVE COMPENSATION

TRANSACTIONS WITH TRUSTCO AND TRUSTCO BANK DIRECTORS, EXECUTIVE OFFICERS, AND ASSOCIATES

The Company has adopted written policies and procedures for the review, approval, or ratification of transactions with its directors and executive officers ~~or their~~and other related persons, such as immediate family ~~members.~~members of directors and executive officers. TrustCo’s Code of Conduct requires transactions between TrustCo or Trustco Bank and any of their directors or executive officers (or their respective immediate family members) be fully disclosed and be reviewed and, if appropriate, approved by the board or board members who do not have an interest in the transaction in question.

Certain directors and executive officers of TrustCo and Trustco Bank, or businesses or other organizations with which these individuals are associated, are also deposit or trust customers of Trustco Bank, or have obtained loans or other extensions of credit from Trustco Bank. TrustCo expects that these persons will continue to be deposit, trust, or loan customers of Trustco Bank in the future. All such loans were made in the ordinary course of business, do not involve more than normal risk of collectability, do not present other unfavorable features, and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable Trustco Bank transactions with unaffiliated persons. Further, federal regulations require that all loans or extensions of credit to TrustCo executive officers and directors by Trustco Bank be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, except for loans made under programs generally available to all employees, and must not involve more than the normal risk of repayment or present other unfavorable features. Also under federal regulations, loans made to a director or executive officer in an amount that, when aggregated with the amount of all other loans to such person and his or her related interests, are in excess of the greater of $25,000 or 5% of the institution’s capital and surplus (up to a maximum of $500,000) must be approved in advance by a majority of the disinterested members of the board of directors. TrustCo and Trustco Bank have adopted written policies and procedures that implement these requirements.

Trustco Bank obtains legal services from, and pays fees to, Overton, Russell, Doerr, and Donovan, LLP, a law firm in which Thomas R. McCormick, ~~son of Robert A. McCormick and~~ brother of Robert J. McCormick, is a partner. Trustco Bank obtains such services at rates that are substantially the same as those the firm charges other clients, and the firm is one of a number of law firms that is retained by TrustCo to provide legal services to it. During the year ended December 31, ~~2015, $451,914~~2020, $236,860 of legal fees were paid to Overton, Russell, Doerr, and Donovan, LLP. ~~Also, TrustCo~~

Trustco Bank has entered into ~~a consulting agreement~~lease agreements with ~~Robert A. McCormick which is~~six lessor entities affiliated with Mr. Silverman, in his capacity as 100% owner of Leesburg Development 2, LLC (the lessor described in the ~~discussion~~third bullet below), and 49.5% owner of ~~director compensation presented above. Each~~each of five other lessor entities (the “partially owned lessors”), for commercial properties at which Trustco Bank branch offices are located, as described in more detail below. Mr. Silverman was a 50% owner of the partially owned lessors from January 1, 2020 until becoming a 49.5% owner of such lessors on October 20, 2020 (as to the lessors described in the first, second, fourth and fifth bullets below) and November 3, 2020 (as to the lessor described in the sixth bullet below). Mr. Silverman does not control, manage or have policy-making functions at any of the partially-owned lessors. These lease arrangements are on arms’ length terms.

Lease for property located in Altamonte Springs, Florida. The rent commencement date was April 1, 2014 and the lease term ends March 31, 2029. The lease currently provides for annual rent of $65,890 and fees (for common area maintenance, property insurance and property taxes) of $13,506. The aggregate estimated payments (inclusive of rent and fees, and excluding sales tax) from January 1, 2020 through the end of the lease term are expected to be $767,359, and Mr. Silverman’s estimated expected interest in the arrangement is equal to $380,162.

Lease for property located in Katonah, New York. The rent commencement date was April 1, 2013 and the lease term ends March 31, 2033. The lease currently provides for annual rent of $80,850 and fees (for common area maintenance, property insurance and property taxes) of $40,364. The aggregate estimated payments (inclusive of rent and fees) from January 1, 2020 through the end of the lease term are expected to be $1,731,404, and Mr. Silverman’s estimated expected interest in the arrangement is equal to $857,532.

Lease for property located in Leesburg, Florida. The rent commencement date was August 1, 2006 and the lease term ends July 31, 2026. The lease currently provides for annual rent of $85,299 and fees (for common area maintenance, property insurance and property taxes) of $19,936. The aggregate estimated payments (inclusive of rent and fees, and excluding sales tax) from January 1, 2020 through the end of the lease term are expected to be $743,978, and Mr. Silverman’s estimated expected interest in the arrangement is equal to $743,978.

Lease for property located in Leesburg, Florida. The rent commencement date was August 1, 2007 and the lease term ends July 31, 2027. The lease currently provides for annual rent of $85,926 and fees (for common area maintenance, property insurance and property taxes) of $15,546. The aggregate estimated payments (inclusive of rent and fees, and excluding sales tax) from January 1, 2020 through the end of the lease term are expected to be $821,013, and Mr. Silverman’s estimated expected interest in the arrangement is equal to $406,809.

Lease for property located in Orlando, Florida. The rent commencement date was April 1, 2008 and the lease term ends March 31, 2028. The lease currently provides for annual rent of $88,184 and fees (for common area maintenance, property

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insurance and property taxes) of $14,471. The aggregate estimated payments (inclusive of rent and fees, and excluding sales tax) from January 1, 2020 through the end of the lease term are expected to be $899,819, and Mr. Silverman’s estimated expected interest in the arrangement is equal to $445,823.

Lease for property located in Vero Beach, Florida. The rent commencement date was February 1, 2018 and the lease term ends January 31, 2033. The lease currently provides for annual rent of $69,900 and fees (for common area maintenance, property insurance and property taxes) of $21,438. The aggregate estimated payments (inclusive of rent and fees, and excluding sales tax) from January 1, 2020 through the end of the lease term are expected to be $1,303,347, and Mr. Silverman’s estimated expected interest in the arrangement is equal to $645,541.

In addition, Mr. Silverman, immediate family members and organizations with which he is associated are deposit customers of Trustco Bank and have obtained loans and other ~~transactions or arrangements described above was approved by the board~~extensions of ~~directors, or appropriate board committee, in accordance with TrustCo and~~credit from Trustco Bank, ~~policies.~~

~~Insurance~~each of which were made in the ordinary course of business, do not involve more than normal risk of collectability, do not present other unfavorable features, and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for ~~Indemnification of Officers and Directors~~

comparable Trustco Bank transactions with unaffiliated persons.

INSURANCE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS

TrustCo’s bylaws provide detailed procedures to address circumstances under which an officer or director of TrustCo may seek indemnification from TrustCo and when such indemnification may be authorized. TrustCo’s employment agreements with Robert J. McCormick, ~~Robert T. Cushing,~~Michael M. Ozimek, Scot R. Salvador, and Robert M. Leonard contain provisions that obligate TrustCo or Trustco Bank to indemnify the officers under certain circumstances. The form of these agreements for Messrs. McCormick, Cushing, and Salvador was filed as an exhibit to TrustCo’s Current Report on Form 8-K filed December 22, 2008 and an amendment to the agreement was disclosed in a Current Report on Form 8-K filed March 17, 2009. Mr. Leonard’s agreement was filed as an exhibit to TrustCo’s Current Report on Form 8-K filed on November 25, 2013. TrustCo renewed insurance for the indemnification of its executive officers and directors of TrustCo and Trustco Bank from Zurich American Insurance Company for the primary coverage and a series of insurance companies for supplemental layers of coverage effective for the one-year period from October 10, ~~2015~~2020 to October 10, ~~2016.~~2021. The cost of this insurance was ~~$544,811,~~$340,062 and coverage is

provided to all executive officers and directors of TrustCo and Trustco Bank. TrustCo’s board of directors has no knowledge of any claims made or sum paid pursuant to such insurance policy during ~~2015.~~

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Securities Exchange Act of 1934 requires TrustCo’s directors, executive officers, and persons who own more than 10% of a registered class of TrustCo’s equity securities to file initial reports of ownership and reports of changes in ownership in TrustCo’s common stock with the S.E.C. and to furnish TrustCo with copies of all Section 16(a) reports they file.

Based solely on a review of the copies of such reports furnished to TrustCo, and written representations that no other reports were required during the fiscal year ended December 31, 2015, all Section 16(a) filing requirements have been met.

2020.

SEC ~~Form~~FORM 10-K

TrustCo will provide without charge a copy of its Annual Report on Form 10-K upon written request. Requests and related inquiries should be directed to: ~~Kevin T. Timmons,~~Michael Hall, Corporate Secretary, TrustCo Bank Corp NY, P.O. Box 1082, Schenectady, New York 12301-1082.

~~Code of Conduct~~

CODE OF CONDUCT

Upon written request, TrustCo will provide without charge a copy of its Code of Conduct. Requests and related inquiries should be directed to: ~~Robert M. Leonard,~~Michael Hall, Corporate Secretary, TrustCo Bank Corp NY, P.O. Box 1082, Schenectady, New York 12301-1082.

The Code of Conduct also is available on the Company’s web site at www.trustcobank.com under the “Investor Relations” link.

SHAREHOLDER PROPOSALS

Shareholder proposals ~~including~~and the submission by shareholders of director nominees ~~to be considered for inclusion in a proxy statement~~ in connection with any forthcoming Annual Meeting of shareholders of TrustCo must be submitted to TrustCo on a timely basis. Proposals for inclusion in TrustCo’s proxy statement and form of proxy for the Annual Meeting of shareholders expected to be held in May of ~~2017~~2022 must meet the requirements established by the ~~Securities and Exchange Commission~~SEC for shareholder proposals and must be received by TrustCo at its principal executive offices no later than December 2, ~~2016.~~2021. Proposals intended to be considered at the ~~2017~~2022 Annual Meeting, but that are not to be included in TrustCo’s proxy statement, must be received at TrustCo’s principal executive offices no later than February ~~14, 2017.~~15, 2022. Any such proposals, together with any supporting statements, should be directed to the Secretary of TrustCo.

TRUSTCO SHAREHOLDERS

TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING TRUSTCO PROXY CARD IN THE ENVELOPE ~~PROVIDED.~~PROVIDED (ADDITIONAL METHODS OF VOTING ARE DETAILED ON THE PROXY CARD). IF YOU PLAN TO ~~ATTEND~~PARTICIPATE IN THE ANNUAL MEETING AND ARE A SHAREHOLDER OF RECORD, PLEASE MARK THE PROXY CARD APPROPRIATELY AND RETURN IT. HOWEVER, IF YOUR SHARES ARE NOT REGISTERED IN YOUR OWN NAME, PLEASE ADVISE THE SHAREHOLDER OF RECORD (YOUR BANK, BROKER, ETC.) THAT YOU WISH TO ~~ATTEND.~~PARTICIPATE. THAT FIRM MUST PROVIDE YOU WITH EVIDENCE OF YOUR OWNERSHIP, WHICH WILL ENABLE YOU TO GAIN ADMITTANCE TO THE ANNUAL ~~MEETING.~~

MEETING WEBCAST.

TrustCo Bank Corp NY 2021 Proxy Statement

~~TRUSTCO BANK CORP NY ATTN: ADAM ROSELAN~~

~~5 SARNOWSKI DRIVE~~

~~GLENVILLE, NY 12302~~

~~SCAN TO~~

~~VIEW MATERIALS & VOTE w~~

~~VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above~~

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form.

~~ELECTRONIC DELIVERY~~TABLE OF ~~FUTURE PROXY MATERIALS~~CONTENTS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.TABLE OF CONTENTS

~~VOTE BY PHONE - 1-800-690-6903~~

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

~~VOTE BY MAIL~~

~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge,~~

~~51 Mercedes Way, Edgewood, NY 11717.~~

~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~

~~E07148-P78240 KEEP THIS PORTION FOR YOUR RECORDS~~

~~DETACH AND RETURN THIS PORTION ONLY~~

~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~

~~TRUSTCO BANK CORP NY For Withhold For All To withhold authority to vote for any individual~~

~~All All Except nominee(s), mark “For All Except” and write the~~

~~The Board of Directors recommends you vote FOR the number(s) of the nominee(s) on the line below.~~

~~following:~~

~~1. Election of Directors ! ! !~~

~~Nominees:~~

~~01) Dennis A. De Gennaro~~

~~02) Brian C. Flynn~~

~~The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain~~

~~2. Approval of a Nonbinding Advisory Resolution on the Compensation of TrustCo’s Named Executive Of?cers. ! ! !~~

~~3. Rati?cation of the appointment of Crowe Horwath LLP as Independent Auditors for 2016. ! ! !~~

~~NOTE: Such other business as may properly come before the meeting or any adjournment thereof.~~

~~For address changes and/or comments, please check this box and write them !~~

~~on the back where indicated.~~

~~Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,~~

~~administrator, or other ?duciary, please give full title as such. Joint owners should each~~

~~sign personally. All holders must sign. If a corporation or partnership, please sign in full~~

~~corporate or partnership name by authorized of?cer.~~

~~Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date~~

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:~~

~~The Proxy Statement and Annual Report are available at www.proxyvote.com.~~

~~E07149-P78240~~

~~REVOCABLE PROXY TRUSTCO BANK CORP NY~~

~~Annual Meeting of Shareholders May 19, 2016 4:00 PM~~

~~This proxy is solicited by the Board of Directors~~

The shareholder(s) hereby appoint(s) Paul Heiner and William F. Terry, or either of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this form, all of the shares of Common stock of TRUSTCO BANK CORP NY that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 4:00 PM, EDT on May 19, 2016, at the Mallozzi’s Restaurant and Banquet House, 1930 Curry Road, Rotterdam, NY 12303, and any adjournment or postponement thereof.

~~This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations~~

~~The undersigned acknowledges receipt from TrustCo Bank Corp NY prior to the execution of this proxy of a Notice of the Annual Meeting, the proxy statement, and Annual Report.~~

~~Address Changes/Comments:~~

~~(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)~~

~~Continued and to be signed on reverse side~~

~~TRUSTCO~~

~~Bank Corp NY~~

~~Your vote matters.~~

~~Vote your shares today.~~


	2015		2014
Audit fees	$	405,000		393,500
Audit related fees⁽¹⁾		7,500		15,000
Tax fees⁽²⁾		103,500		170,074
All other fees		--		--

Total Fees	$	516,000		578,574


	2014 Peer Group		2014 ISS Peer Group
CEO
Median		1,128,000		1,592,000
Average		1,472,000		2,287,000

Second most highly paid Executive Officer
Median		797,000		826,000
Average		837,000		1,035,000

Third most highly paid Executive Officer
Median		556,000		650,000
Average		758,000		800,000

Fourth most highly paid Executive Officer
Median		500,000		537,000
Average		716,000		713,000

Fifth most highly paid Executive Officer
Median		440,000		464,000
Average		436,000		559,000


Performance Criteria	Weighting			Threshold Performance Level (20% of salary)	Target Performance Level (30% of salary)	Maximum Performance Level (50% of salary)	2015 TrustCo Performance Level Compared to Peer Group Median		Award % Earned	Award as a % of Salary
Return on Average Equity		35	%	Equal to Peer Group median to 9% above	10% to 24% better than Peer Group median	25% better than Peer Group median		19% above	30%		10.50	%
Efficiency Ratio		35	%					13% above	30%		10.50	%
Nonperforming Assets to Total Assets		30	%					--	--		--

									Total		21.00	%


Named Executive Officer	Stock Option Awards		Restricted Stock Units
Robert J. McCormick		50,000		18,500
Robert T. Cushing⁽¹⁾		--		--
Scot R. Salvador		28,000		9,250
Robert M. Leonard		28,000		9,250
Eric W. Schreck		7,250		2,500
Michael M. Ozimek		7,250		2,500


Name and Principal Position	Year		Salary		Bonus		Stock Awards^(1,7)		Option Awards^(1,7)		Non-equity Incentive Plan Compensation⁽²⁾		Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽³⁾		All Other Compensa- tion⁽⁴⁾		Total
			($)		($)		($)		($)		($)		($)		($)		($)
Robert J. McCormick President & Chief Executive Officer, TrustCo and Trustco Bank		2015		880,000		--		273,230		49,000		--		--		500,789		1,703,019
		2014		880,000		--		286,770		46,500		246,400		88,318		710,417		2,258,405
		2013		880,000		--		237,938		85,320		246,400		--		678,170		2,127,828


Michael M. Ozimek⁽⁵⁾ Senior Vice President & Chief Financial Officer		2015		225,000		--		36,840		7,105		47,250		--		41,949		358,144
		2014		142,500		32,795		18,876		3,488		--		8,310		40,309		246,278



Robert T. Cushing⁽⁶⁾ Executive Vice President & Chief Operating Officer, TrustCo and Trustco Bank		2015		640,000		--		--		--		--		--		326,378		966,378
		2014		640,000		--		148,830		26,040		179,200		111,682		408,382		1,514,134
		2013		640,000		--		126,900		43,200		179,200		--		398,220		1,387,520



Scot R. Salvador Executive Vice President & Chief Banking Officer, TrustCo and Trustco Bank		2015		520,000		--		141,220		27,440		--		--		317,923		1,006,583
		2014		510,000		--		148,830		26,040		142,800		68,186		434,237		1,330,093
		2013		510,000		--		126,900		43,200		142,800		--		421,766		1,244,666


Robert M. Leonard Executive Vice President & Secretary, TrustCo and Trustco Bank		2015		275,000		--		141,220		27,440		--		--		275,558		719,218
		2014		260,000		--		148,830		26,040		72,800		52,968		371,471		932,109
		2013		205,577		--		126,900		43,200		57,562		--		134,169		567,408


Eric W. Schreck Treasurer, TrustCo and Senior Vice President, Trustco Bank		2015		262,500		--		36,840		7,105		55,125		--		46,248		407,818
		2014		255,000		--		38,115		6,743		71,400		45,121		45,961		462,340
		2013		247,500		--		31,725		11,880		69,300		--		43,312		403,717


Option Awards					Stock Awards⁽²⁾

Name	Number of Shares Acquired on Exercise(#)		Value Realized on Exercise($)⁽¹⁾		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting($)
Robert J. McCormick		--		--		42,000		265,140
Robert T. Cushing		--		--		21,000		132,570
Scot R. Salvador		19,429		30,566		21,000		132,570
Robert M. Leonard		--		--		6,000		37,830
Eric W. Schreck		9,400		12,400		6,000		37,830
Michael M. Ozimek		--		--		3,000		18,915



Name	Number of Shares Acquired on Vesting(#)		Value Realized on Vesting($)
Robert J. McCormick		22,000	$	142,340
Robert T. Cushing		11,000		71,170
Scot R. Salvador		11,000		71,170
Robert M. Leonard		3,000		19,410
Eric W. Schreck		3,000		19,410
Michael M. Ozimek		1,500		9,705


Name	Plan Name	Number of Years Credited Service		Present Value of Accumulated Benefit⁽¹⁾		Payments During Last Year
		(#)		($)		($)
Robert J. McCormick	Retirement Plan of Trustco Bank		11		286,664		--
Michael M. Ozimek	Retirement Plan of Trustco Bank		4		20,123		--
Robert T. Cushing	Retirement Plan of Trustco Bank		13		471,535		--
Scot R. Salvador	Retirement Plan of Trustco Bank		11		201,689		--
Robert M. Leonard	Retirement Plan of Trustco Bank		18		174,136		--
Eric W. Schreck	Retirement Plan of Trustco Bank		18		131,905		--


Age at Early Retirement Date	Percent of Regular Benefit			Percent of Supplemental Benefit
64		96	%		93.33	%
63		92	%		86.67	%
62		88	%		80.00	%
61		84	%		73.33	%
60		80	%		66.67	%
59		76	%		63.33	%
58		72	%		60.00	%
57		68	%		56.67	%
56		64	%		53.33	%
55		60	%		50.00	%


Robert J. McCormick	$	376,215
Robert T. Cushing		203,126
Scot R. Salvador		227,317


	Termina- tion for “Good Cause”⁽¹⁾		Resigna- tion by Officer Without Change in Control		Termination by Company Without Good Cause and Without Change in Control⁽²⁾		Retirement Without Change in Control⁽³⁾		Disability⁽⁴⁾		Death⁽⁵⁾		Change in Control or Termina- tion in Connection With a Change in Control⁽¹¹⁾
Robert J. McCormick
Salary and Bonus	$	--	$	--	$	1,256,215	$	--	$	--	$	600,000	$	2,631,200
Health insurance and other perquisites		--		--		1,526,937		1,526,937		1,526,937		1,526,937		1,576,937
Tax gross-up payment		--		--		--		--		--		--		2,016,582
Pension benefits⁽⁶⁾		286,664		286,664		286,664		286,664		286,664		286,664		286,664
Supplemental Retirement Plan⁽⁷⁾		--		1,584,836		1,584,836		1,584,836		1,584,836		1,584,836		1,584,836
Equity incentives^{(9) (10)}		--		--		--		496,875		779,315		779,315		920,535
TOTAL	$	286,664	$	1,871,500	$	4,654,652	$	3,895,312	$	4,177,752	$	4,777,752	$	9,016,754

Michael M. Ozimek
Salary and Bonus	$	--	$	--	$	--	$	--	$	--	$	450,000	$	--
Pension benefits⁽⁶⁾		20,123		20,123		20,123		20,123		20,123		20,123		20,123
Equity incentives^{(9) (10)}		--		--		--		34,240		60,949		60,949		70,159
TOTAL	$	20,123	$	20,123	$	20,123	$	54,363	$	81,072	$	531,072	$	90,282

Robert T. Cushing
Salary and Bonus	$	--	$	--	$	843,126	$	--	$	--	$	600,000	$	1,913,600
Health insurance and other perquisites		--		--		1,136,938		1,136,938		1,136,938		1,136,938		1,186,938
Tax gross-up payment		--		--		--		--		--		--		1,452,896
Pension benefits⁽⁶⁾		471,535		471,535		471,535		471,535		471,535		471,535		471,535
Supplemental Retirement Plan⁽⁷⁾		--		3,244,059		3,244,059		3,244,059		3,244,059		3,244,059		3,244,059
Performance Bonus Plan⁽⁸⁾		--		--		--		--		--		--		99,693
Equity incentives^{(9) (10)}		--		--		--		252,787		340,282		340,282		414,985
TOTAL	$	471,535	$	3,715,594	$	5,695,658	$	5,105,319	$	5,192,814	$	5,792,814	$	8,783,706

Scot R. Salvador
Salary and Bonus	$	--	$	--	$	747,317	$	--	$	--	$	600,000	$	1,554,800
Health insurance and other perquisites		--		--		1,705,479		1,705,479		1,705,479		1,705,479		1,755,479
Tax gross up payment		--		--		--		--		--		--		1,634,761
Pension benefits⁽⁶⁾		201,689		201,689		201,689		201,689		201,689		201,689		201,689
Supplemental Retirement Plan⁽⁷⁾		--		722,574		722,574		722,574		722,574		722,574		722,574
Equity incentives^{(9) (10)}		--		--		--		252,787		397,077		397,077		471,780
TOTAL	$	201,689	$	924,263	$	3,377,059	$	2,882,529	$	3,026,819	$	3,626,819	$	6,341,083

Robert M. Leonard
Salary and Bonus	$	--	$	--	$	474,024	$	--	$	--	$	550,000	$	822,250
Health Insurance and other perquisites		--		--		1,639,573		1,639,573		1,639,573		1,639,573		1,689,573
Pension benefits⁽⁶⁾		174,136		174,136		174,136		174,136		174,136		174,136		174,136
Equity incentives^{(9) (10)}		--		--		--		115,857		260,147		260,147		334,850
TOTAL	$	174,136	$	174,136	$	2,287,733	$	1,929,566	$	2,073,856	$	2,623,856	$	3,020,809

Eric W. Schreck
Salary and Bonus	$	--	$	--	$	--	$	--	$	--	$	525,000	$	--
Pension benefits⁽⁶⁾		131,905		131,905		131,905		131,905		131,905		131,905		131,905
Equity incentives^{(9) (10)}		--		--		--		50,787		89,162		89,162		107,582
TOTAL	$	131,905	$	131,905	$	131,905	$	182,692	$	221,067	$	746,067	$	239,487


Name	Fees Earned or Paid in Cash		Stock Awards⁽¹⁾		All Other Compensation			Total
	($)		($)		($)			($)
Dennis A. De Gennaro		130,000		9,210		--			139,210
Joseph A. Lucarelli⁽³⁾		40,000		--		--			40,000
Thomas O. Maggs		130,000		9,210		--			139,210
Dr. Anthony J. Marinello		130,000		9,210		--			139,210
Robert A. McCormick		130,000		9,210		415,576	⁽²⁾		554,786
William D. Powers		130,000		9,210		--			139,210
William J. Purdy		130,000		9,210		--			139,210