Kevin Curley
About Kevin Curley
Kevin M. Curley, age 58, is Executive Vice President (since 2018) and Chief Banking Officer (since July 2024) of TrustCo Bank Corp NY and Trustco Bank; he has been an executive officer since 2017 and joined Trustco Bank in 1990, indicating deep tenure in retail banking operations and leadership . He is the first cousin of Robert J. McCormick, TrustCo’s Chairman, President, and CEO, a governance consideration for independence and related-party oversight . Company pay-versus-performance disclosures show five-year TSR of 96.84 for 2024 and net income of 48,833 (disclosed “in millions”) for 2024, framing the performance context used in incentive designs . TrustCo’s compensation philosophy emphasizes pay-for-performance, balanced metrics, clawbacks, ownership requirements, and prohibits hedging/pledging, with improved say-on-pay support of 87.22% in 2024, up from 75.30% in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TrustCo Bank Corp NY / Trustco Bank | Chief Banking Officer | Jul 2024–present | Elevated oversight of banking operations and retail franchise |
| TrustCo Bank Corp NY / Trustco Bank | Executive Vice President | 2018–present | Senior leadership for retail banking |
| TrustCo Bank Corp NY / Trustco Bank | Senior Vice President | 2011–2018 | Progressive management responsibilities in retail banking |
| Trustco Bank | Executive Officer | 2017–present | Member of executive team |
| Trustco Bank | Joined | 1990 | Long-tenured institutional knowledge |
Fixed Compensation
Multi-year compensation for Curley (SC table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 400,000 | 411,442 | 397,308 |
| Bonus ($) | — | — | — |
| All Other Compensation ($) | 494,586 | 523,208 | 517,045 |
| Total ($) | 1,384,623 | 1,241,204 | 1,288,864 |
Key fixed elements and 2024 breakdown notes:
- Tax gross-ups on personal benefits: $21,564 for Curley; 401(k) company match: $15,525; in-lieu Supplemental Retirement Plan payment: $457,511 .
- Base salary reset: 2024 salary $397,308 after voluntary 2023 reductions; 2025 base set at $416,000 (+~4%) .
Performance Compensation
Annual EOIP (short-term incentive) design and 2024 outcomes:
| Metric | Weighting | Threshold | Target | Superior | Actual Achieved (2024) | Payout Impact |
|---|---|---|---|---|---|---|
| Return on Average Assets | 25% | 0.85% | 0.95% | 1.05% | Not met (company-wide) | None |
| Adjusted Efficiency Ratio | 25% | 59.50% | 57.00% | 54.50% | Not met (company-wide) | None |
| Diluted EPS | 25% | $2.90 | $3.15 | $3.40 | Not met (company-wide) | None |
| Net Charge-Offs % Avg Loans | 25% | 0.15% | 0.10% | 0.05% | Superior achieved (<0.05%) | Maximum for this metric |
EOIP cash payout:
- Curley received 18.75% of base salary, paid $74,495 in 2025 for 2024 performance .
Long-term equity awards (2019 Equity Incentive Plan) granted Nov 19, 2024:
| Award Type | Grant Date | Units (#) | Grant-Date FV ($) | Vesting | Performance Metric |
|---|---|---|---|---|---|
| PSUs | 11/19/2024 | 4,949 | 179,995 | End of 3-year performance period (2025–2027) | ROAE percentile vs peer group; 0–150% factor; reduced if NPAs >1.75% in any quarter |
| RSUs | 11/19/2024 | 3,300 | 120,021 | 3 equal annual installments starting 1st anniversary (2025, 2026, 2027) | Time-based (stock-settled) |
PSU design and change-in-control treatment:
- ROAE percentile factor scale: 150% at ≥75th percentile; 100% at 55–74th; 25% at 25–54th; 0% below 25th; NPA >1.75% quarter reduces total by one quarter .
- Double-trigger equity settlement: Curley’s PSUs settle pro rata at target upon change-in-control if terminated without cause within 12 months prior or 24 months post CoC ; single-trigger accelerated vesting is no longer provided .
Prior PSU vesting outcome:
- 2021 PSUs paid at 150% of target (ROAE above 60th percentile vs peers), Curley received $222,044 cash based on $33.31 closing price as of 12/31/2024 .
Option/stock activity in 2024:
- Options exercised: 1,450 shares; value realized $5,525 .
Equity Ownership & Alignment
Beneficial ownership and guideline compliance:
| Holder | Common Shares Beneficially Owned (#) | % of Class |
|---|---|---|
| Kevin M. Curley | 36,856 | * (<1%) |
Ownership policy and alignment:
- Stock ownership guidelines: EVPs must hold shares equal in value to 2× base salary; Curley is in compliance as of 12/31/2024 .
- Hedging and pledging are prohibited for executives and directors; includes bans on derivatives, collars, and margin pledges .
- Clawback policy: robust and compliant with Nasdaq Rule 5608; covers incentive-based awards upon material financial restatement or material fraud/misconduct .
Outstanding equity awards (12/31/2024):
| Award | Grant Date | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| RSUs (2022/2023) | 11/15/2022 | 877 | 29,213 |
| PSUs (2022/2023) | 11/15/2022 | 5,916 (assumes max) | 197,062 |
| RSUs (2023) | 11/21/2023 | 2,215 | 73,782 |
| PSUs (2023) | 11/21/2023 | 4,984 (assumes target) | 166,017 |
| RSUs (2024) | 11/19/2024 | 3,300 | 109,923 |
| PSUs (2024) | 11/19/2024 | 4,949 (assumes target) | 164,851 |
Vesting schedule highlights:
- 2022 RSUs vest in full Nov 2025 (cash-settled) .
- 2023 RSUs vest in two equal annual installments on 2nd and 3rd anniversaries (Nov 2025 and Nov 2026) (stock-settled) .
- 2024 RSUs vest in three equal installments beginning Nov 19, 2025 (stock-settled) .
- 2024 PSUs performance period: Jan 1, 2025–Dec 31, 2027; settle at end based on ROAE vs peers .
Employment Terms
Contract structure and severance economics:
| Term | Curley Provision |
|---|---|
| Agreement Type | Employment agreement; annually renews for 1-year terms |
| Severance Multiple | 2.99× then-current annual compensation upon specified change-in-control termination |
| Triggers | Termination by company without good cause or by executive for good reason within 12 months prior to CoC or within 24 months after CoC |
| Good Reason Definition | Substantial diminution in responsibilities/title, salary/benefit reduction, non-renewal decision, or relocation >50 miles from HQ |
| Good Cause Definition | Fraud, embezzlement, or theft constituting a felony against TrustCo/Trustco Bank (final court determination or unequivocal admission) |
| Medical/Perqs Post-CoC | Medical expense reimbursement, transfer of company car and club membership upon qualifying CoC termination |
| Tax Gross-Ups (CoC) | No excise tax gross-up for Curley (agreements since 2013 exclude) |
Potential payments table for Curley (as disclosed):
| Scenario | Salary & Bonus ($) | Health/Perqs ($) | Pension ($) | Equity ($) | Total ($) |
|---|---|---|---|---|---|
| Resignation without CoC | — | — | 210,496 | — | 210,496 |
| Termination by Company without Good Cause (no CoC) | 929,314 | 764,410 | 210,496 | — | 1,904,220 |
| Retirement (no CoC) | — | 764,410 | 210,496 | 186,714 | 1,161,620 |
| Disability | — | 764,410 | 210,496 | 399,632 | 1,374,538 |
| Death | 600,000 | 764,410 | 210,496 | 399,632 | 1,974,538 |
| CoC or CoC-Related Termination | 1,410,691 | 814,410 | 210,496 | 399,632 | 2,835,229 |
Other benefits:
- Executive medical reimbursement plan, company vehicle, club membership, financial planning, and additional tax payments incorporated in perquisites .
- Clawback policy applies broadly to executive incentive awards .
Investment Implications
- Pay-for-performance alignment: Annual bonus paid solely due to superior net charge-off performance; other financial metrics missed, capping payouts at 18.75% of base for Curley—indicates discipline in short-term incentive outcomes . PSU design ties three-year outcomes to ROAE vs peers with downside if NPAs rise, creating multi-year alignment and risk sensitivity .
- Upcoming vesting supply: RSUs vesting in Nov 2025–2027 across 2022–2024 grants (total unvested RSUs 6,392 units, market value ~$212k at 12/31/2024) could drive tax-withholding Form 4s near vest dates; monitor settlement filings and net share retention against ownership guidelines .
- Retention and CoC economics: 2.99× CoC multiple plus medical/car/club transfers and double-trigger equity settlement support retention through strategic events; absence of excise tax gross-up lowers shareholder-unfriendly optics vs CEO’s legacy agreement . Annual auto-renewal and substantial unvested equity reduce near-term voluntary departure risk .
- Governance and red flags: Family relationship (first cousin to CEO) warrants continued board oversight on compensation and promotions; however, hedging/pledging prohibitions, clawbacks, and guideline compliance mitigate alignment concerns . Say-on-pay support improved to 87.22% in 2024 after program changes (equity settlement, removal of single-trigger equity acceleration), reducing shareholder pressure risk .
- Track record signal: 2021 PSUs paid at 150% (ROAE above 60th percentile), showing Curley’s team delivered peer-outperforming capital efficiency in that cycle; monitor 2025–2027 PSU cohort given ROAE relative targets and NPA penalty feature . Pay-versus-performance TSR trailing peer index underscores importance of absolute performance metrics retained in EOIP .