Curtis Powell
About Curtis N. Powell
Independent director of TrustCo Bank Corp NY (TRST) since 2021; age 71. Former Vice President for Human Resources and Environmental Health, Safety, and Risk Management at Rensselaer Polytechnic Institute (2000–2024). Currently member of Walker Powell Investments, LLC (executive and leadership coaching) since September 2024. Brings human capital, risk management, strategic planning, finance, and budgeting expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rensselaer Polytechnic Institute | VP for Human Resources and Environmental Health, Safety, and Risk Management | 2000–2024 | Human capital and risk management leadership |
| St. Peter’s Health Partners | Director | 2011–2022 | Non-profit board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Walker Powell Investments, LLC | Member | Sep 2024–Present | Executive and leadership coaching firm |
| Other public company boards | — | — | No TRST director serves on another public company board |
Board Governance
- Independence and tenure: Independent; director since 2021 .
- Committee assignments (current) and chair roles:
- Audit Committee: Member
- Compensation Committee: Member
- Board Compliance Committee: Member
- Fiduciary Committee: Member
- Nominating & Corporate Governance Committee: Chair
- Risk Committee: Member
- Attendance and engagement:
- All directors attended >75% of 2024 board and committee meetings for which they were eligible; the board met 12 times in 2024; independent directors held 2 executive sessions .
- All nine directors attended the 2024 Annual Meeting of Shareholders .
- Lead Independent Director: Lisa M. Lucarelli (effective Mar 18, 2025) .
- Board retirement policy: Retirement age 72 for directors first taking office in/after 2017 (extensions possible up to Dec 31 of the year age 76); Mr. Powell (appointed 2021; age 71) approaches policy thresholds in the near term .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Board meeting fee (per meeting) | $11,000 | Set for 2024; unchanged from 2023 |
| Fees earned (cash) | $132,000 | Reflects 12 board meetings in 2024 |
| Total 2024 compensation | $152,004 | Includes stock awards shown below |
Performance Compensation (Director)
- Directors receive time-based RSUs; no performance-conditioned equity or options for directors under the 2019 plan as described for director awards .
- 2024 director equity grant: RSUs equivalent to 550 shares; aggregate grant date fair value $20,004; restrictions lapse 11/19/2025; settled in cash; no dividends or voting rights prior to settlement .
| Equity Award | Grant Date | Units | Fair Value | Vest/Settle Terms |
|---|---|---|---|---|
| RSUs (director grant) | Nov 19, 2024 | 550 | $20,004 | Lapse 11/19/2025; settled in cash; no dividends/votes |
Other Directorships & Interlocks
- Public company boards: None (no TRST director serves on another public company board) .
- Committee interlocks: Compensation Committee members (including Powell) were not officers/employees and had no related-person relationships requiring disclosure; no interlocks disclosed .
Expertise & Qualifications
- Human capital and compensation governance: Former HR executive leading HR and EHS/Risk at RPI; Chair of Nominating & Corporate Governance Committee overseeing governance and sustainability program and related policies with at least quarterly updates .
- Risk oversight: Member of Risk Committee; board’s risk oversight spans enterprise risk, with Risk Committee responsible for ERM and Audit sharing cyber oversight .
- Governance practices: Company maintains robust stock ownership guidelines for directors, prohibits hedging/pledging, and adopted an updated clawback policy effective Oct 2, 2024 .
Equity Ownership
| Metric | Amount | Date/Source |
|---|---|---|
| Beneficial ownership (common shares) | 1,868 shares | As of Dec 31, 2024; Executive Officer and Director Stock Ownership table |
| Post-transaction ownership | 2,108 shares | After open-market purchase on Apr 25, 2025 (Form 4) |
| Ownership guideline | Directors expected to own at least 2,000 shares; 5-year accumulation window | Powell and one other director were within the 5-year period as of Dec 31, 2024 |
| Shares outstanding (for context) | 19,019,749 | As of Mar 24, 2025 (record date) |
| Hedging/pledging policy | Prohibited for directors and executives | Insider Trading Policy summary |
Insider trading and director equity events (most recent):
- 2025-04-25: Open-market purchase of 200 shares at $30.44; post-transaction ownership 2,108 shares (Form 4) .
- 2024-11-19: Award of 550 director RSUs (Form 4) .
- 2024-11-21: RSU settlement/transactions tied to prior award (739 common “M-Exempt” and corresponding disposition entries) (Form 4) .
- 2023-08-25: Open-market purchase of 200 shares at $28.00 (Form 4) .
- 2023-02-28: Open-market purchase of 785 shares at $37.65 (Form 4) .
- 2023-11-21 and 2022-11-16: Director RSU awards and related vesting/settlement entries (Forms 4) .
Related-Party & Conflicts Check
- Company disclosed related-person transactions involving: legal fees to a firm where the CEO’s brother is a partner; branch leases with entities partially owned by director Frank B. Silverman; and a deed-in-lieu resolution of loans to an entity owned by former director Dennis A. DeGennaro. Curtis N. Powell is not identified in any related-person transaction disclosure .
Director Compensation Details (Structure and Mix)
| Element | 2024 Value | Notes |
|---|---|---|
| Cash (meeting fees) | $132,000 | 12 board meetings at $11,000 each |
| Equity (RSUs) | $20,004 | 550 RSUs; settle in cash on 11/19/2025 |
| Total | $152,004 | Sum of cash and equity |
- Mix and implications: High cash vs equity (approx. 87% cash / 13% equity, based on 2024 values) — less equity alignment relative to structures that emphasize stock retainers; however, director stock ownership guidelines and prohibition on hedging/pledging help alignment .
Other Governance Context
- Independence determinations: All directors other than the CEO are independent; Powell meets independence standards and chairs a key committee; Compensation Committee members (including Powell) meet heightened independence tests .
- Clawback policy: Updated to comply with SEC/Nasdaq effective Oct 2, 2024; covers incentive-based compensation for restatements and material fraud/misconduct (primarily executive-focused) .
- No overboarding: Company states no overboarded directors .
Governance Assessment
-
Positives
- Independent director with deep HR and risk credentials, serving as Chair of Nominating & Corporate Governance — directly relevant to board quality, refreshment, and ESG oversight .
- Broad committee participation (Audit, Compensation, Compliance, Fiduciary, Risk), indicating high engagement and influence across control and oversight areas .
- Attendance: All directors exceeded the 75% threshold; Powell’s participation is consistent with board expectations; all directors attended the 2024 annual meeting .
- Alignment signals: Multiple open-market purchases (2023 and 2025), with April 2025 buy moving post-transaction holdings above the 2,000-share guideline threshold .
-
Watch items
- Near-term board retirement policy: At age 71 and first elected in 2021, Powell will soon cross the board’s age thresholds (retirement age 72, with limited extensions possible up to age 76). This suggests potential refreshment or succession planning considerations for his committee chair role in the next 1–5 years .
- Director pay mix: Cash-heavy compensation (meeting-fee model) could dilute equity alignment versus peer practices that emphasize larger equity retainers; however, ownership guidelines, RSU grants, and hedging/pledging prohibitions mitigate this concern .
-
Conflicts and red flags
- No related-party transactions identified involving Powell; disclosed related-party items pertain to other directors/parties .
- Hedging/pledging prohibited; no disclosures indicating non-compliance .
Overall: Powell’s independence, governance leadership (Nominating & Corporate Governance Chair), and risk/HR expertise support board effectiveness. Recent open-market buying and guideline compliance strengthen alignment; approaching retirement policy thresholds mean succession planning for his chair role should be monitored .