Frank Silverman
About Frank B. Silverman
Frank B. Silverman (age 54) has served as an independent director of TrustCo Bank Corp NY and Trustco Bank since 2020. He is an Orlando-based entrepreneur and real estate developer; he is Managing Member of Vision Development and Management, Inc. (since 2005), owner of Silverman Consulting (since 2005), Executive Director of the Martial Arts Industry Association (since 2001), and owner of Central Florida Championship Karate (since 1991) . He serves on all principal board committees and currently chairs the Risk Committee; the board is elected annually under a majority voting standard with a lead independent director structure in place .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vision Development and Management, Inc. | Managing Member | 2005–present | Entrepreneurial and real estate development experience; deep Orlando/central Florida market roots |
| Silverman Consulting | Owner | 2005–present | Small business development expertise |
| Martial Arts Industry Association | Executive Director | 2001–present | Industry leadership; community ties |
| Central Florida Championship Karate | Owner | 1991–present | Small business operations |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Vision Development and Management, Inc. | Private company | Managing Member | Real estate development |
| Silverman Consulting | Private company | Owner | Small business consulting |
| Martial Arts Industry Association | Industry association | Executive Director | Industry leadership |
| Central Florida Championship Karate | Private business | Owner | Operations/entrepreneurship |
Board Governance
- Independence: The proxy identifies Silverman as independent; all nominees except the CEO/Chair are independent. Audit and Compensation Committee members (including Silverman) meet heightened SEC/Nasdaq independence standards; Audit members meet financial sophistication requirements .
- Attendance and engagement: TrustCo board met 12 times in 2024 (Trustco Bank board also 12). Independent directors held two executive sessions, and all independent directors attended every executive session they were eligible to attend. All directors exceeded 75% attendance for 2024 board and committee meetings .
- Committee assignments (2024): Silverman served on Audit, Compensation, Board Compliance, Fiduciary, and Nominating & Corporate Governance, and chaired the Risk Committee .
| Committee | Role |
|---|---|
| Audit | Member |
| Compensation | Member |
| Nominating & Corporate Governance | Member |
| Board Compliance | Member |
| Fiduciary | Member |
| Risk | Chair |
Fixed Compensation
- Structure: Non-employee director pay consists of a per-meeting board fee plus equity under the Amended and Restated 2019 Equity Incentive Plan; the 2024 per-meeting fee was set at $11,000 (unchanged from 2023). A training/travel stipend exists but none was paid in 2024 .
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees earned or paid in cash | 120,000 | 132,000 | 132,000 |
| Training/Travel stipend | 2,500 | 1,500 | 0 |
| Total Cash | 122,500 | 133,500 | 132,000 |
Notes:
- 2024 board meeting fee per meeting: $11,000 (set in Dec 2023; unchanged from 2023) .
Performance Compensation
- Equity form and features: Directors receive annual RSUs that are cash-settled at vesting and carry no voting or dividend rights .
- Directors Performance Bonus Plan: Some directors hold legacy Change-in-Control-linked “Performance Bonus Units,” but Silverman has not been awarded any units .
| RSU Detail | 2022 | 2023 | 2024 |
|---|---|---|---|
| RSUs granted (#) | 526 | 739 | 550 |
| Grant-date fair value ($) | 20,009 | 20,020 | 20,004 |
| Vesting date | Nov 15, 2023 | Nov 21, 2024 | Nov 19, 2025 |
| Settlement | Cash-settled | Cash-settled | Cash-settled |
| Dividend/Voting rights | None | None | None |
| Unvested RSUs at year-end | — | 739 unvested as of 12/31/23 | 550 unvested as of 12/31/24 |
| RSUs vested in 2024 (realized) | — | — | 739 vested at $36.77; $27,173 value |
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None disclosed for public companies | — | — | No other public company directorships disclosed in the proxy biography |
Expertise & Qualifications
- Entrepreneur/real estate developer with substantial roots in Orlando and central Florida, adding geographic diversity and depth to real estate and retail expertise relevant to TrustCo’s core residential mortgage lending focus .
- Broad committee service with Risk Committee chairmanship; Audit and Compensation independence standards met alongside broader board governance practices (lead independent director, majority voting, annual elections, training) .
Equity Ownership
| Ownership item | Amount |
|---|---|
| Common shares beneficially owned | 4,787 shares (as of 12/31/24) |
| Percent of class | <1% (based on 19,019,749 shares outstanding as of 12/31/24) |
| Voting/investment power | Voting or investment power as to 4,787 shares |
| Unvested RSUs outstanding | 550 units as of 12/31/24 (cash-settled) |
| 2024 RSUs vested (realized) | 739 units vested at $36.77; $27,173 value |
Governance Assessment
- Strengths: Independent director with full-spectrum committee participation and Risk Committee chair role; committee independence standards affirmed; board conducted 12 meetings and independent director executive sessions with strong attendance; governance features include majority voting, annual elections, lead independent director, clawback policy (executive incentives), and director training .
- Director pay mix: Stable structure over 2022–2024 with per-meeting cash fees plus modest, fixed-value RSUs that are cash-settled at vest; no director Performance Bonus Units for Silverman, limiting CIC-linked windfalls relative to certain peers on the board .
- RED FLAG – Related-party branch leases: Trustco Bank leases five branch locations from entities in which Silverman holds a 49.5% interest. Company states terms are arm’s length, all leases predate his board service, he does not control/manage the lessors, and there are no plans to add new leases; oversight exists via a related-party transaction policy under which the Nominating & Corporate Governance Committee must approve transactions above $120,000 .
| Location | Rent Start | Lease End | Annual Rent | Annual Fees | Aggregate Est. Future Payments | Estimated Expected Interest (49.5%) |
|---|---|---|---|---|---|---|
| Altamonte, FL | 4/1/2014 | 3/31/2029 | $70,832 | $20,986 | $397,226 | $196,627 |
| Avalon Park, FL | 4/1/2008 | 3/31/2028 | $98,766 | $17,630 | $378,289 | $187,253 |
| Katonah, NY | 4/1/2013 | 3/31/2033 | $88,935 | $40,364 | $1,103,774 | $546,368 |
| Lake Square, FL | 8/1/2007 | 7/31/2027 | $96,229 | $20,147 | $300,637 | $148,815 |
| Vero Beach, FL | 2/1/2018 | 1/31/2033 | $71,301 | $25,728 | $867,943 | $429,632 |
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Mitigants disclosed: Arm’s-length terms; legacy agreements predating his board service; no planned expansion of related leases; oversight through formal related-party policy requiring committee approval/ratification .
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Additional governance context: Lead Independent Director (Lisa M. Lucarelli) chairs independent executive sessions; committee chairs: Audit (Brian C. Flynn), Compensation (Thomas O. Maggs), Nominating & Corporate Governance (Curtis N. Powell) . Executive incentive clawback policy is in place; the board reports “no overboarded directors” .