Kimberly Russell
About Kimberly A. Russell
Kimberly A. Russell, age 56, has served as an independent director of TrustCo Bank Corp NY and Trustco Bank since 2020. She is President and Chief Operating Officer of Frank Adams Jewelers, Inc. (2007–present) and began her career at the firm in 1991, bringing board-relevant expertise in retail, branding, and image development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frank Adams Jewelers, Inc. | President & Chief Operating Officer | 2007–present | Retail, branding, image development expertise leveraged at TrustCo |
| Frank Adams Jewelers, Inc. | Various roles | 1991–2007 | Deep operating experience; long-tenured management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None (public company boards) | — | — | TrustCo states no director serves on another public company board |
Board Governance
- Independence: Board determined all directors except CEO Robert J. McCormick are independent; this includes Russell .
- Committee memberships (2024) and meeting cadence:
- Audit Committee (12 meetings, 2 executive sessions) – Member
- Compensation Committee (8 meetings) – Member
- Board Compliance Committee (12 meetings) – Chair
- Fiduciary Committee (3 meetings) – Member
- Nominating & Corporate Governance Committee (7 meetings) – Member
- Risk Committee (7 meetings) – Member
- Attendance and engagement:
- All directors attended >75% of 2024 board and committee meetings .
- Independent directors held two executive sessions in 2024 with full eligible attendance .
- Lead Independent Director: Lisa M. Lucarelli (effective March 18, 2025), with robust duties on agenda-setting and executive sessions .
| Committee (2024) | Russell Role | Meetings | Notes |
|---|---|---|---|
| Audit | Member | 12 (+2 exec sessions) | Heightened independence and financial sophistication requirements affirmed for all members |
| Compensation | Member | 8 | Heightened independence requirements affirmed |
| Board Compliance | Chair | 12 | Oversight of legal/regulatory compliance, and bank communications with regulators |
| Fiduciary | Member | 3 | Oversight of Wealth Management fiduciary/agency/custodial activities |
| Nominating & Corporate Governance | Member | 7 | Board refreshment; governance/sustainability oversight |
| Risk | Member | 7 | ERM oversight; risk identification and reporting |
Fixed Compensation
| Year | Cash Meeting Fees ($) | Meeting Fee per Meeting ($) | Equity (Grant Date Fair Value, $) | Stipends | Notes |
|---|---|---|---|---|---|
| 2024 | 132,000 | 11,000 | 20,004 | None paid in 2024 | Directors compensated via per-meeting cash and RSUs; no program changes for 2024 |
- RSUs for directors: 550 units granted in 2024; restrictions lapse fully on Nov 19, 2025; settled in cash; RSUs confer no dividends or voting rights .
Performance Compensation
Directors do not have performance-linked bonus metrics; equity is time-based. Equity grant and vesting detail:
| Item | Grant Date | Units (#) | Vesting/Lapse | Settlement | Value/Price |
|---|---|---|---|---|---|
| Director RSUs (2024 award) | 2024 (date not individually specified) | 550 | Lapse in full on Nov 19, 2025 | Cash | $20,004 grant date fair value |
| Prior RSUs lapsed in 2024 | Nov 21, 2023 | 739 | Lapsed during 2024 | Stock/cash per program | $27,173 at $36.77 price |
- No director performance bonus units for Russell: TrustCo lists directors with legacy Director Performance Bonus Units; Russell has not been awarded any such units .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships | None; TrustCo states no directors serve on other public company boards |
| Interlocks | Compensation Committee interlocks: none disclosed; no relationships requiring related-person disclosure for committee members |
| Related party transactions | Not involving Russell; disclosures relate to legal fees to a firm of CEO’s brother and leases with entities partially owned by director Silverman |
Expertise & Qualifications
- Retail operating leadership since 2007, with branding and image development expertise relevant to customer acquisition/retail banking brand positioning .
- Governance: Chair of Board Compliance, indicating engagement on regulatory matters and bank-agency communications .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Class | Ownership Guideline Compliance | Notes |
|---|---|---|---|---|
| Kimberly A. Russell | 4,700 | * (<1%) | Directors expected to own ≥2,000 shares; all directors met requirement except Powell and Cotugno (within 5-year window) | Russell meets guideline; hedging and pledging prohibited for directors |
- Unvested director RSUs as of Dec 31, 2024: 550 units for each director, including Russell .
- Insider trading policy prohibits hedging and pledging by directors .
- Section 16(a) compliance: TrustCo reports no late filings in 2024 except one late Form 4 for the Corporate Secretary; no issues noted for Russell .
Governance Assessment
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Strengths:
- Independent director with broad committee participation, including chairing Compliance (regulatory oversight signal) .
- Board affirms heightened independence for Audit and Compensation Committees; Russell serves on both .
- Clear attendance (>75%), executive sessions held; active meeting cadence across committees .
- Director equity and ownership guidelines foster alignment; Russell exceeds the 2,000-share guideline; hedging/pledging prohibited .
- Lead Independent Director structure in place; annual board elections; majority voting policy .
-
Potential investor considerations:
- Organization-level related party exposure exists (law firm of CEO’s brother; branch leases with entities partially owned by another director), though not involving Russell; monitor oversight from Compliance and Audit Committees .
- Director compensation is largely fixed per-meeting cash plus time-based RSUs (settled in cash for 2024 grant), with limited at-risk features; investors may prefer more equity-settled alignment for directors .
-
RED FLAGS:
- None identified specific to Russell (no other public boards, no related-party transactions, no hedging/pledging, no delinquent filings) .
Overall, Russell’s chair role on Compliance and presence across key committees supports board effectiveness in regulatory, audit, risk, and compensation oversight. No apparent conflicts or engagement issues are disclosed, and ownership/compensation structure indicates baseline alignment with shareholders .