Lisa Lucarelli
About Lisa M. Lucarelli
Independent director at TrustCo Bank Corp NY since 2017 (age 61) with an entrepreneurial background in residential real estate (owner of LMKD Properties, LLC from 2003–2021) and a current principal occupation as a private investor . She was elected Lead Independent Director effective March 18, 2025, with duties that include chairing executive sessions of independent directors, collaborating on board/committee agendas, and overseeing board/committee self-evaluations; she previously chaired the Nominating & Corporate Governance Committee . She is independent under Nasdaq standards and serves on all six standing board committees (Audit; Compensation; Board Compliance; Fiduciary; Nominating & Corporate Governance; Risk) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TrustCo Bank Corp NY | Nominating & Corporate Governance Committee – Chair (former) | Former (prior to 3/18/2025) | Led governance guidelines oversight and board refresh efforts as committee chair . |
| LMKD Properties, LLC | Owner (property management) | 2003–2021 | Entrepreneurial operator in residential real estate; business strategy experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships | None | — | Company states no director serves on another public company board (no interlocks) . |
| Private investor | Principal occupation | Current | Primary occupation disclosed as private investor . |
Board Governance
- Independence: The board determined all directors except the CEO are independent; Lucarelli is independent and meets heightened independence requirements for key committees per charters .
- Lead Independent Director: Elected effective March 18, 2025; duties include chairing independent director meetings, co-developing agendas, chairing executive sessions, and reporting on board/committee self-evaluations .
- Attendance and engagement: All directors attended >75% of board/committee meetings in 2024; all nine directors attended the 2024 Annual Meeting .
- Committee assignments (2024 activity shown for context): She is a member of every committee; committees met as follows in 2024—Audit (12; plus 2 executive sessions), Compensation (8), Board Compliance (12), Fiduciary (3), Nominating & Corporate Governance (7), Risk (7) .
| Committee | Lucarelli Role | 2024 Meetings Held |
|---|---|---|
| Audit | Member | 12 (+2 exec sessions) |
| Compensation | Member | 8 |
| Board Compliance | Member | 12 |
| Fiduciary | Member | 3 |
| Nominating & Corporate Governance | Member (former Chair) | 7 |
| Risk | Member | 7 |
Governance design notes:
- Majority independent board; independent chairs for all committees; LID structure in place .
- Independent directors met in executive session twice in 2024 (LID chairs) .
Fixed Compensation
| Year | Cash Fees ($) | Equity RSUs Grant Value ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 132,000 | 20,004 | 152,004 | Per-meeting fee set at $11,000 for 2024 (unchanged vs 2023); non-employee director program includes stock awards . |
Performance Compensation
Director equity awards are time-based RSUs (not performance-conditioned) and, for 2024, are scheduled to settle in cash.
| Grant Date | Award Type | Units | Vesting/Settlement | Related Values |
|---|---|---|---|---|
| 11/19/2024 | Director RSUs | 550 | Lapse in full on 11/19/2025; settled in cash; no dividends/votes | Aggregate grant date fair value $20,004 (per director; company method) |
| 11/21/2023 | Director RSUs (prior grant) | 739 (vested in 2024) | Lapse of restriction occurred in 2024; vested value $27,173 at $36.77 | — |
Notes:
- Directors are eligible for a Directors Performance Bonus Plan (change-in-control stock appreciation units), but Lucarelli has not been awarded units (awards outstanding only to Marinello, Maggs, and former director DeGennaro) .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships by any TrustCo director; interlock risk minimal . |
Expertise & Qualifications
- Residential real estate and entrepreneurial operating experience; strategy development and evaluation skills .
- Broad governance coverage (member of all six board committees) and current Lead Independent Director; former chair of Nominating & Corporate Governance .
- Board maintains ongoing director training and annual board/committee evaluations as part of governance program .
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| Beneficial ownership (shares) | 2,760 | |
| Ownership as % of outstanding | <1% (denoted “*”) | |
| Director stock ownership guideline | Minimum 2,000 shares | |
| Compliance status | Meets guideline (only Powell and Cotugno not yet at threshold within 5-year window) | |
| Hedging/Pledging of company stock | Prohibited for directors |
Insider Filings and Trades
| Item | 2024 Status | Source |
|---|---|---|
| Section 16(a) filing timeliness (directors) | No reported late filings for 2024 (one late Form 4 noted for Corporate Secretary Michael Hall only) |
Related-Party Exposure (Director-Specific)
- No related-party transactions disclosed involving Lucarelli. The proxy reports related-party legal fees with a firm tied to the CEO’s brother and branch leases tied to Director Silverman; the board concluded independence and arm’s-length terms for those items; none involve Lucarelli .
Governance Assessment
Positives
- Lead Independent Director with clearly defined authorities; member of all committees—signals high engagement and central role in board processes .
- Independence affirmed; no other public company boards (reduced overboarding risk); strong attendance culture (all directors >75%; full attendance at 2024 Annual Meeting) .
- Ownership alignment: holds 2,760 shares and meets 2,000-share guideline; hedging/pledging prohibited .
Watch items
- Director RSUs for 2024 are cash-settled, which can soften share accumulation incentives versus share-settled equity; mitigated by ownership guideline compliance and separate share holdings .
- Company-level related-party items (not involving Lucarelli) warrant continued oversight; board assessed independence and arm’s-length terms .
RED FLAGS
- None identified for Lucarelli in the latest proxy (no attendance shortfalls, no related-party ties, no overboarding, no Section 16(a) issues) .
Context signals
- Say-on-pay approval improved to 87.22% in 2024, reflecting better investor sentiment toward compensation governance (board-level indicator of responsiveness) .