Brian Flynn

About Brian C. Flynn

Independent director of TrustCo Bank Corp NY (TrustCo) and Trustco Bank since 2016; age 74. He is a Certified Public Accountant (NY), former KPMG LLP partner (retired 2010) with ~30 years in KPMG’s banking/finance practice, and has been designated by the Board as an “audit committee financial expert” under SEC and Nasdaq rules . He brings deep tax, accounting, and financial reporting expertise specific to community banks and financial services .

Past Roles

External Roles

Board Governance

• Independence and designation
  • Independent director; Board has affirmatively determined he meets heightened independence standards for Audit and Compensation Committees; designated “audit committee financial expert” .
• Committee assignments and 2024 activity
  • Chair, Audit Committee (12 meetings; 2 executive sessions) .
  • Member: Compensation (8 meetings), Nominating & Corporate Governance (7), Board Compliance (12), Risk (7), Fiduciary (3) .
• Board structure, engagement, and attendance
  • Board held 12 meetings in 2024; independent directors held 2 executive sessions chaired by the Lead Independent Director (Ms. Lucarelli); all independent directors attended all executive sessions for which they were eligible . All directors attended >75% of 2024 Board and committee meetings .
  • Lead Independent Director: Lisa M. Lucarelli .
• Refreshment policy
  • Retirement age policy: for directors first taking office in or after 2017, retirement age 72 (with board discretion and an absolute cap at age 76 by year-end). Flynn (joined 2016) is subject to the absolute cap of age 76 .

Committee Map (2024)

Fixed Compensation

• Non-employee director pay comprises a per-meeting board fee and annual RSU grant under the 2019 Equity Incentive Plan; travel/training stipend exists but none paid in 2024. Board set the 2024 meeting fee at $11,000 (same as 2023). Earlier years used a $10,000 meeting fee .

Notes:

• The travel/training stipend policy: $1,500 for first day and $1,000 for each additional day per trip .

Performance Compensation

• Equity is delivered as cash-settled RSUs that do not confer voting or dividend rights and typically vest after ~12 months; settlement in cash reduces long-term ownership build vs. stock-settled awards .

Directors Performance Bonus Plan (Change-in-Control): Flynn has not been awarded any director Performance Bonus Units; only certain other directors hold legacy units .

Other Directorships & Interlocks

• Other public company boards: None disclosed for Flynn in TrustCo’s proxy biography .
• Compensation Committee interlocks: None—no member (including Flynn) was an officer/employee/former officer, and no executive officer served on another entity’s comp committee where that entity’s exec served on TrustCo’s board/Compensation Committee .

Expertise & Qualifications

• CPA (NY); former KPMG partner; extensive tax/accounting/financial reporting background in banking; designated Audit Committee Financial Expert; satisfies Nasdaq “financial sophistication” and SEC Rule 10A-3 heightened independence criteria for audit committees .

Equity Ownership

• Stock ownership guidelines: Directors must beneficially own at least 2,000 shares; RSUs and stock options do not count toward the guideline (updated policy). As of Dec 31, 2023, all directors met the guideline except Powell and Cotugno; Flynn is compliant. Hedging and pledging of company stock are prohibited for directors .

Additional notes:

• Ownership guideline: “Each Director is expected to beneficially own at least 2,000 shares” (2024 proxy); RSUs/unvested performance awards excluded; policy prohibits hedging and pledging .

Governance Assessment

• Strengths
  • Financial oversight: Flynn chairs the Audit Committee, is the Board’s designated Audit Committee Financial Expert, and meets heightened independence and financial sophistication standards—enhancing credibility of financial reporting oversight .
  • Engagement: Serves on six committees, with robust 2024 meeting cadence (Audit 12 incl. 2 exec sessions; Compensation 8; Nominating 7; Risk 7; Compliance 12; Fiduciary 3). Board and independent director executive sessions indicate active governance; attendance >75% .
  • Alignment policies: Director ownership guideline (2,000 shares) with Flynn in compliance; strict anti-hedging/anti-pledging policy reduces misalignment risk .
  • Conflicts: No related-party transactions identified involving Flynn; disclosed related-party items involve other directors or CEO’s family law firm, with arm’s-length terms and committee oversight .
• Watch items
  • RED FLAG (potential alignment dilution): Director RSUs are cash-settled and do not convey dividends or voting rights; while modest in size (~$20k annually), cash settlement can reduce long-term equity ownership build versus stock-settled units .
  • Refreshment horizon: Board policy caps service at age 76; at age 74, Flynn is nearing the end of allowable service window, which could trigger Audit Committee leadership transition planning within ~2 years .
• Neutral
  • Compensation structure: Per-meeting cash fee model ($11,000 in 2023–2024) plus modest RSU grants has remained stable; no committee chair premia disclosed; no stipends paid in 2024 .

Overall, Flynn’s deep financial expertise, Audit Committee leadership, and broad committee engagement support board effectiveness and investor confidence. Key monitoring items are succession planning for the Audit Chair role given retirement policy timing and continued evaluation of director equity design to maximize ownership alignment .