Michael Ozimek
About Michael Ozimek
Executive Vice President and Chief Financial Officer of TrustCo Bank Corp NY and Trustco Bank since 2018; previously Senior Vice President and CFO from 2014–2018; executive officer since 2014; joined TrustCo in 2002. Age 51 as of March 24, 2025 . Company performance in 2024: Net Income $48.8 million, ROAA 0.80%, Diluted EPS $2.57, Efficiency Ratio 61.55%; TSR (value of $100) was 96.84 vs peer group 106.14 . Say‑on‑pay support improved to 87.22% at the 2024 Annual Meeting (vs 75.30% in 2023) following program changes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TrustCo Bank Corp NY / Trustco Bank | EVP & CFO | 2018–present | Finance leadership through rate cycle; emphasis on underwriting and efficiency supporting ROAA and EPS outcomes . |
| TrustCo Bank Corp NY / Trustco Bank | SVP & CFO | 2014–2018 | Led finance during expansion; elevated to EVP reflecting broader scope . |
| TrustCo Bank Corp NY / Trustco Bank | Joined company | 2002–present | Long-tenured internal leader; continuity across cycles . |
External Roles
No external directorships or outside roles disclosed for Ozimek in the proxy .
Fixed Compensation
Base Salary (multi-year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $417,500 | $431,442 | $415,000 |
| Metric | 2025 |
|---|---|
| Base Salary ($) (effective for 2025) | $431,600 |
Perquisites and Other Compensation (2024)
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| All Other Compensation (total) | $536,647 | Includes items below. |
| Tax gross‑ups on personal benefits | $24,144 | Gross‑ups on taxable perqs. |
| 401(k)/Profit Sharing match | $15,525 | Company match. |
| Cash paid in lieu of frozen SERP (recognized in 2024 “all other”) | $471,848 | In lieu of SERP accruals. |
| Cash paid in Jan 2025 in lieu of SERP (for 2024 plan year) | $479,106 | Payment timing disclosure. |
| Other perqs (auto, health insurance, tax planning, club) | Included (amounts not itemized) | Provided to all NEOs. |
Performance Compensation
Annual Executive Officer Incentive Plan (EOIP) – 2024 outcomes
| Metric | Weight | Threshold | Target | Superior | 2024 Actual | Payout Component |
|---|---|---|---|---|---|---|
| Return on Average Assets (ROAA) | 25% | 0.85% | 0.95% | 1.05% | 0.80% | 0% (not achieved) |
| Adjusted Efficiency Ratio | 25% | 59.50% | 57.00% | 54.50% | 61.55% | 0% (not achieved) |
| Diluted EPS | 25% | $2.90 | $3.15 | $3.40 | $2.57 | 0% (not achieved) |
| Net charge‑offs / Avg loans | 25% | 0.15% | 0.10% | 0.05% | <0.05% (Superior) | Max for this metric |
| EOIP Payout to Ozimek | Value |
|---|---|
| % of base salary | 18.75% |
| Cash paid (2025 for 2024 plan) | $77,813 |
Long‑Term Incentive (2019 Equity Incentive Plan)
| Grant Date | Instrument | Units (Target) | Grant‑Date Fair Value ($) | Vesting | Settlement |
|---|---|---|---|---|---|
| 11/19/2024 | PSUs | 4,124 | $149,990 | 3‑year performance period (financial metrics) | Shares (equity) |
| 11/19/2024 | RSUs (time‑based) | 2,750 | $100,018 | Time‑based RSUs granted; schedule not specified in footnote (6) | Shares |
| 11/21/2023 | RSUs (time‑based) | 2,215 | — | Vest in equal annual installments on 2nd & 3rd anniversary | Shares |
| 11/15/2022 | RSUs | 877 (unvested portion) | — | Vest in full Nov 2025; cash‑settled | Cash |
| 11/15/2022 | PSUs (outstanding) | 5,916 (max assumption) | — | 3‑year period to Nov 2025; cash‑settled if goals achieved | Cash |
Allocation: PSU weight 60% and RSU weight 40% of annual LTI value for NEOs in 2024 . Company stopped granting options (none since 2015) and does not grant option‑like instruments .
Equity Ownership & Alignment
Beneficial Ownership (as of Dec 31, 2024)
| Holder | Shares | % of Class |
|---|---|---|
| Michael M. Ozimek | 28,596 | * (<1%) |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award | Grant Date | Unvested/Unearned Units (#) | Market Value ($) |
|---|---|---|---|
| RSUs (cash‑settled) | 11/15/2022 | 877 | $29,213 |
| PSUs (cash‑settled; max assumption) | 11/15/2022 | 5,916 | $197,062 |
| RSUs (stock‑settled) | 11/21/2023 | 2,215 | $73,782 |
| PSUs (stock‑settled; max assumption) | 11/21/2023 | 4,984 | $166,017 |
| RSUs (stock‑settled) | 11/19/2024 | 2,750 | $91,603 |
| PSUs (stock‑settled; max assumption) | 11/19/2024 | 4,124 | $137,370 |
Ownership guidelines: EVPs must hold stock equal in value to 2× base salary; compliance achieved by Ozimek as of Dec 31, 2024 . Hedging and pledging of Company securities are prohibited for executives .
Employment Terms
Change‑in‑control/severance: If terminated by Company without good cause or by executive for good reason within 12 months prior to, or within two years following, a change in control, Ozimek receives 2.99× then‑current annual compensation paid in a lump sum within 10 days; no excise tax gross‑up applies to Ozimek (gross‑up applies only to CEO) . Definitions of change‑in‑control follow IRC §409A; medical reimbursement, transfer of company car and club membership apply in specified CIC terminations .
Potential Payments (as of Dec 31, 2024)
| Scenario | Salary+Bonus ($) | Health & Perqs ($) | Pension ($) | Equity Incentives ($) | Total ($) |
|---|---|---|---|---|---|
| Termination by Company Without Good Cause; no CIC | 964,661 | 892,954 | 22,525 | — | 1,880,140 |
| Retirement; no CIC | — | — | 22,525 | 186,714 | 1,102,193 |
| Disability | — | 892,954 | 22,525 | 381,313 | 1,296,792 |
| Death | 600,000 | 892,954 | 22,525 | 381,313 | 1,896,792 |
| Change in Control or Termination in connection with CIC | 1,473,511 | 942,954 | 22,525 | 381,313 | 2,820,303 |
Clawback: Robust clawback policy covering executive incentive awards for material restatement or fraud/misconduct; meets Nasdaq Listing Rule 5608 .
Performance & Track Record (Company snapshot during tenure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($mm) | 75.2 | 58.6 | 48.8 |
| ROAA (%) | 1.22 | 0.97 | 0.80 |
| Diluted EPS ($) | 3.93 | 3.08 | 2.57 |
TSR (value of $100 initial investment): Company 96.84; peer group 106.14 for 2024 .
Compensation Structure Analysis
- Shift to equity settlement for LTI awards beginning Nov 2023 and continued in 2024; PSUs now settled in shares; RSUs stock‑settled (earlier awards were cash‑settled) .
- LTI weighting skewed to performance: PSUs 60% vs RSUs 40% of annual LTI value for NEOs .
- No stock options since 2015; company does not grant option‑like instruments, reducing potential for option repricing risk .
- SERP frozen since 2008; executives receive direct cash payments in lieu of SERP accruals (e.g., Ozimek $471,848 reflected in 2024 compensation; $479,106 paid in Jan 2025); benefit to be discontinued for new executives effective Dec 2024, addressing investor feedback .
- No excise tax gross‑up in Ozimek’s employment agreement; CIC equity awards no single‑trigger acceleration under current program .
Equity Ownership & Insider Selling Pressure
- Upcoming vesting: 2022 RSUs vest Nov 2025 (877 units; cash‑settled) ; 2023 RSUs vest in equal annual tranches on the 2nd and 3rd anniversaries (2025 & 2026) ; 2022 PSUs performance period ends in 2025 with cash settlement if goals met . Hedging and pledging prohibited, moderating forced‑sale risk .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑pay approval: 87.22% vs 75.30% in 2023; changes included heavier performance linkage and equity settlement; ongoing shareholder engagement with top holders .
Investment Implications
- Alignment: Ozimek meets 2× salary ownership guideline; LTI is majority performance‑based with PSU equity settlement; hedging/pledging prohibited—positive alignment signals .
- Retention: Strong CIC protection (2.99× annual compensation; medical/perq continuation) reduces departure risk but raises takeover costs; no excise tax gross‑up mitigates shareholder concern .
- Near‑term selling pressure: 2025 vest events (RSUs and 2022 PSU/RSU maturities) could create trading windows; however, policies require retention until ownership thresholds are met, and hedging/pledging are barred .
- Performance sensitivity: 2024 EOIP paid solely on superior credit quality (net charge‑offs), with ROAA/EPS/efficiency below targets; reinforces incentive focus on credit discipline and cost control, but indicates pay will compress in weaker years, aligning downside for cash incentives .