Anthony Marinello
About Anthony J. Marinello, MD, PhD
Independent director of TrustCo Bank Corp NY (TRST) since 1995; age 69 as of March 24, 2025; medical doctor and PhD with long-standing healthcare leadership and private practice experience . Independence affirmed by the Board under Nasdaq standards; board is annually elected with majority voting and resignation policy; all directors attended >75% of 2024 board/committee meetings and the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MVP Health Care | Vice President | July 2024–present | Brings health plan leadership and strategy experience to TRST |
| Emblem Health | Interim Chief Medical Officer | Mar 2024–Jul 2024 | Senior medical oversight; continuity of operations |
| Emblem Health | Consultant | Aug 2022–Mar 2025 | Advisory expertise in healthcare operations |
| Capital District Physicians Health Plan (CDPHP) | Chief Medical Officer; previously VP Primary Care Services | CMO: Jan 2020–Jul 2022; VP: 2018–2019 | Executive medical management; primary care strategy |
| Private practice | Physician | Prior to 2018 (not specifically dated) | Entrepreneurial practice leadership and business evaluation skills |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| None (public company boards) | — | Public board | No TRST director serves on another public company board |
| MVP Health Care | Vice President | Not-for-profit health plan executive role | Current role as of July 2024 |
| Emblem Health | Interim CMO; Consultant | Health insurer executive/advisory roles | 2024 interim CMO; 2022–2025 consultant |
| CDPHP | CMO; VP Primary Care Services | Health insurer executive roles | 2018–2022 progression |
Board Governance
| Governance Feature | Details |
|---|---|
| Independence status | Independent director; Board determined all directors except CEO are independent |
| Years of service | Director since 1995 (one-year terms; annual election; majority voting with resignation policy) |
| Attendance | All directors >75% attendance in 2024; all nine directors attended the 2024 annual meeting |
| Executive sessions | Independent directors met in executive session twice in 2024; all independent directors attended those sessions |
| Lead Independent Director | Lisa M. Lucarelli (appointed Mar 18, 2025) |
| Other public boards | None; reduces overboarding risk |
Committee Assignments (2024)
| Committee | Member? | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | No (Chair: Brian C. Flynn) | 12 meetings; 2 executive sessions |
| Compensation | Yes | No (Chair: Thomas O. Maggs) | 8 meetings |
| Board Compliance | Yes | No (Chair: Kimberly A. Russell) | 12 meetings |
| Fiduciary | Yes | No (Chair: Robert J. McCormick) | 3 meetings |
| Nominating & Corporate Governance | Yes | No (Chair: Curtis N. Powell) | 7 meetings |
| Risk | Yes | No (Chair: Frank B. Silverman) | 7 meetings |
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Board meeting fee (per meeting) | $11,000 |
| Cash fees earned (2024) | $132,000 |
| Director RSU grant (2024) – grant-date fair value | $20,004 |
| RSUs outstanding (unvested) as of 12/31/2024 | 550 units; restrictions lapse 11/19/2025; cash-settled; no dividends or voting rights |
| RSUs vested in 2024 (from prior grant) | 739 units at $36.77; value $27,173 |
Performance Compensation
| Performance-tied director pay metrics | None disclosed for directors (compensation program consists of board meeting fees and RSUs) |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None |
| Private/non-profit boards | Not disclosed for Marinello beyond healthcare executive roles |
| Potential interlocks/conflicts | Director Performance Bonus Units that pay only on change in control (see Red Flags) |
Expertise & Qualifications
- Healthcare executive and physician with CMO/VP roles at Emblem Health, CDPHP, and MVP Health Care; brings medical management, operations, and strategy experience relevant to risk and compliance oversight .
- Entrepreneurial background operating a medical practice; contributes to evaluating business strategies .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Dec 31, 2024) | 25,969 shares; less than 1% of outstanding |
| Director ownership guideline | Minimum 2,000 shares; all directors met guideline except Powell and Cotugno (Marinello met guideline) |
| Hedging/pledging | Prohibited by Insider Trading Policy for directors and executive officers |
| Unvested director RSUs | 550 units (cash-settled on lapse) |
| Director Performance Bonus Units | 6,996 units; base price $29.75; payable only upon change in control |
Governance Assessment
- Board effectiveness: Broad committee participation across Audit, Compensation, Compliance, Fiduciary, Nominating, and Risk; not a committee chair, but active oversight breadth supports governance coverage .
- Independence and engagement: Independence affirmed; strong aggregate attendance (>75%) and participation in executive sessions; attendance at the annual meeting signals engagement .
- Alignment: Meets director stock ownership guidelines; RSUs are cash-settled and lack dividend/voting rights, which modestly weakens direct equity alignment versus stock-settled equity .
- RED FLAGS: Director Performance Bonus Units that pay on change-in-control could create sale-oriented incentives; Marinello holds 6,996 units at $29.75 base price (plan pays only if a change in control occurs), which investors may scrutinize for potential conflict with long-term independence in M&A deliberations .
- Related-party exposure: Marinello is not named in related-person transactions; 2024 related-party items involved the CEO’s brother’s law firm and director Silverman’s pre-existing branch leases, and a deed-in-lieu resolution with former director DeGennaro’s entity .
- Shareholder sentiment: Say-on-pay support improved to 87.22% at the 2024 annual meeting, reflecting responsiveness on executive compensation governance; indicates constructive investor engagement climate around the board .