Michael Hall
About Michael Hall
Michael Hall (age 60) serves as General Counsel and Corporate Secretary of TrustCo Bank Corp NY and Trustco Bank, roles he has held since 2018; he joined TrustCo in 2015 after 23 years as an attorney at McNamee, Lochner, Titus & William, P.C. and has been an executive officer and Secretary since 2017 . Company performance context during his tenure: 2024 net income was $48.8 million, ROAE 7.43%, ROAA 0.80%, and diluted EPS $2.57 . Pay-versus-performance discloses TSR values and net income across recent years; TSR was $96.84 in 2024 for a $100 initial investment, with net income $48.8 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TrustCo Bank Corp NY / Trustco Bank | General Counsel & Corporate Secretary; Executive Officer & Secretary; Assistant Secretary; Vice President & Counsel | General Counsel & Corporate Secretary (2018–present); Executive Officer & Secretary (2017–present); Assistant Secretary (2016); VP & Counsel (2015–2018) | Oversees governance, disclosure controls, legal and corporate secretary functions |
| McNamee, Lochner, Titus & William, P.C. | Attorney | 1992–2015 | Deep legal experience; supports risk oversight and governance |
External Roles
No public company directorships or external board roles disclosed for Hall in the proxy .
Company Performance (context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return ($, value of $100) | $80.26 | $83.44 | $98.11 | $86.00 | $96.84 |
| Net Income ($MM) | $52.452 | $61.519 | $75.234 | $58.646 | $48.833 |
| ROAA (%) | 0.94 | 1.01 | 1.22 | 0.97 | 0.80 |
Fixed Compensation
- Hall is an executive officer but not a named executive officer (NEO); the Summary Compensation Table provides detailed figures for NEOs only (McCormick, Ozimek, Salvador, Leonard, Curley). No base salary, bonus, or equity grant details are disclosed specifically for Hall .
- TrustCo maintains perquisites and benefits programs (e.g., medical reimbursement, company vehicle, club memberships, financial planning) for NEOs; applicability to Hall is not specified in the proxy .
Performance Compensation
- Executive Officer Incentive Plan (EOIP) metrics for 2024 (applied to NEOs) focused on ROAA, Adjusted Efficiency Ratio, Diluted EPS, and Net Charge-Offs %; the only metric that paid was Net Charge-Offs %, resulting in 22.5% of base salary for the CEO and 18.75% for other NEOs. Hall’s participation in EOIP is not disclosed .
| Metric (EOIP 2024) | Weighting | Threshold | Target | Superior |
|---|---|---|---|---|
| ROAA (%) | 25% | 0.85 | 0.95 | 1.05 |
| Adjusted Efficiency Ratio (%) | 25% | 59.50 | 57.00 | 54.50 |
| Diluted EPS ($) | 25% | $2.90 | $3.15 | $3.40 |
| Net Charge-Offs / Avg Loans (%) | 25% | 0.15 | 0.10 | 0.05 |
- Long-term incentives for NEOs consist of PSUs (60% of value) tied to three-year ROAE percentile vs peers with 0–150% payout and reduction if non-performing assets exceed 1.75%, and RSUs (40%) vesting ratably over 3 years; awards settle in stock. Hall’s long-term equity grants and vesting are not disclosed .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Michael Hall beneficial ownership (shares) | 9,888 |
| Shares outstanding (Dec 31, 2024) | 19,019,749 |
| Ownership (% of outstanding) | ~0.052% (9,888 / 19,019,749) |
- Stock ownership guidelines apply to executive officers; explicit multiples are disclosed for CEO (4x salary) and EVPs (2x salary). Compliance status for Hall is not disclosed; hedging and pledging of company stock are prohibited for executive officers and directors .
- Section 16(a) compliance note: one late Form 4 filing was reported for Hall, filed Nov 21, 2024, covering transactions on Nov 15–16, 2024 .
Employment Terms
- Role and tenure: General Counsel & Corporate Secretary since 2018; executive officer and Secretary since 2017; joined TrustCo in 2015 .
- Employment agreement: The proxy describes employment agreements and change-of-control terms for McCormick, Leonard, Ozimek, Curley, and Salvador; no employment agreement terms are disclosed for Hall .
- Indemnification: TrustCo maintains director/officer indemnification insurance covering all executive officers and directors; 2024–2025 policy cost was $733,697 for the group .
- Clawback: Executive Compensation Clawback Policy compliant with Nasdaq Listing Rule 5608 applies to executive officer incentive-based compensation for restatements or misconduct (effective Oct 2, 2024) .
Governance and Compensation Program Context
- Say-on-pay: 87.22% approval at 2024 Annual Meeting, up from 75.30% prior year .
- Prohibition on hedging/pledging for executives and directors; no single-trigger CIC vesting; excise tax gross-ups eliminated for employment agreements entered into since 2013 (legacy gross-up remains in older CEO agreement) .
- Compensation peer group and methodology disclosed; PSUs for NEOs are measured on ROAE against peer percentile with up to 150% payout .
Risk Indicators & Red Flags
- Late Section 16(a) filing for Hall indicates a procedural compliance lapse around insider reporting timing (Nov 2024), though the proxy notes otherwise timely reporting for 2024 .
- Hedging/pledging prohibition reduces alignment risk; no pledging by executives is permitted under insider trading policy .
- No disclosed employment agreement or severance/CIC terms for Hall limits visibility into retention economics and change-of-control exposure .
Investment Implications
- Alignment: Hall’s direct ownership (~0.052%) provides limited economic exposure; prohibitions on hedging/pledging and the company’s stock ownership guidelines support governance, but Hall’s specific ownership guideline and compliance status are not disclosed .
- Incentive risk: With Hall not a disclosed NEO, his detailed pay mix, vesting schedules, and performance metrics are unknown, constraining pay-for-performance assessment at the individual level; firmwide incentives emphasize ROAE and efficiency via PSUs/EOIP for NEOs .
- Retention/CIC: Lack of disclosed employment agreement terms for Hall reduces visibility into severance triggers and CIC protections; indemnification insurance is in place for executives and directors .
- Trading signals: A single late Form 4 in Nov 2024 suggests insider activity around vesting or routine transactions; without transaction details, it does not signal elevated selling pressure by itself .