Robert Leonard
About Robert Leonard
Robert M. Leonard, age 62, is Chief Operating Officer (since July 16, 2024) and Executive Vice President of TrustCo Bank Corp NY and Trustco Bank (EVP since 2013). He joined Trustco Bank in 1986, has served as an executive officer since 2003, and previously held Corporate Services and Risk leadership and corporate secretary roles; the proxy does not disclose his education or specific TSR/revenue/EBITDA performance metrics tied to his tenure . In 2024, his annual cash incentive was driven solely by achieving the “superior” level on net charge-offs under the Executive Officer Incentive Plan (EOIP) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TrustCo Bank Corp NY / Trustco Bank | Chief Operating Officer | 2024–present | Enterprise operations leadership across banking functions |
| TrustCo Bank Corp NY / Trustco Bank | Executive Vice President, Corporate Services & Risk | 2013–present | Oversight of corporate services and risk management |
| TrustCo Bank Corp NY / Trustco Bank | Senior Vice President | 2010–2013 | Senior management responsibilities across corporate functions |
| TrustCo Bank Corp NY / Trustco Bank | Secretary | 2003–2006; 2009–2016 | Corporate governance and disclosure execution |
| TrustCo Bank Corp NY / Trustco Bank | Assistant Secretary | 2006–2009 | Corporate governance support |
| TrustCo Bank Corp NY / Trustco Bank | Executive Officer | 2003–present | Executive leadership and continuity |
| Trustco Bank | Employee (joined) | 1986 | Long-tenured institutional knowledge |
External Roles
No external directorships or outside roles are disclosed for Mr. Leonard in the proxy or recent 8-Ks .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 565,769 | 502,308 |
| All Other Compensation ($) | 492,185 | 505,521 | 502,835 |
| Total Compensation ($) | 1,802,191 | 1,499,533 | 1,449,351 |
- 2025 base salary: $525,200 following ~4% increase for continuing NEOs .
Performance Compensation
Annual Cash Incentive (EOIP) – 2024 Design and Outcome
| Metric | Weighting | Threshold | Target | Superior | Actual vs Goal | Payout |
|---|---|---|---|---|---|---|
| Return on Average Assets (%) | 25% | 0.85 | 0.95 | 1.05 | Not achieved at payout level | — |
| Adjusted Efficiency Ratio (%) | 25% | 59.50 | 57.00 | 54.50 | Not achieved at payout level | — |
| Diluted EPS ($) | 25% | 2.90 | 3.15 | 3.40 | Not achieved at payout level | — |
| Net Charge-Offs (% Avg Loans) | 25% | 0.15 | 0.10 | 0.05 | Achieved “superior” (<0.05%), maximum for metric | 18.75% of base salary for Leonard |
| EOIP Outcome | 2024 |
|---|---|
| Payout ($) | 94,183 |
| Payout (% of Base) | 18.75% |
Equity Awards – 2024 Grants (PSUs and RSUs)
| Award Type | Grant Date | Units (Target) | Performance Metric/Terms | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| PSUs | Nov 19, 2024 | 5,774 | ROAE vs peer percentile; 0/25/100/150% payout at <25th/25–54th/55–74th/≥75th, reduced by one-quarter if NPAs/Assets >1.75% in any quarter; performance period Jan 1, 2025–Dec 31, 2027 | Cliff at end of performance period; CIC pro-rata at target if terminated without cause within 12 months pre-CIC or 24 months post-CIC | 210,000 |
| RSUs | Nov 19, 2024 | 3,850 | Time-based; settles in stock | Three equal tranches in Nov 2025, 2026, 2027; double-trigger CIC acceleration per plan | 140,025 |
Equity Vesting and Realized Value – 2024 Activity
| Item | Shares/Units | Value Realized ($) |
|---|---|---|
| Options Exercised (2024) | 4,584 | 19,532 |
| RSUs/PSUs Vested (aggregate in 2024: 2021/2022/2023 RSUs; 2021 PSUs at 150%) | 13,542 | 465,364 |
- 2021 PSU performance certified at maximum (≥60th percentile ROAE vs peers), paid at 150% of target .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Common Shares Beneficially Owned (#) | 34,390 |
| Shares Outstanding (#) | 19,019,749 (as of Dec 31, 2024) |
| Ownership as % of Shares Outstanding | ~0.18% (34,390 / 19,019,749) |
| Unvested RSUs outstanding (#) | 1,226 (2022 cash-settled vest in Nov 2025); 3,199 (2023 stock-settled); 3,850 (2024 stock-settled) |
| Unvested RSUs market value ($) | 40,838 (2022); 106,559 (2023); 128,244 (2024) at $33.31 close on 12/31/24 |
| PSUs outstanding (#) | 8,282 (2022 series, cash-settled); 7,199 (2023 series, equity); 5,774 (2024 series, equity) |
| PSUs market/payout value basis ($) | 275,873 (2022 at max assumption); 239,799 (2023 at target assumption); 192,332 (2024 at target assumption) at $33.31 close on 12/31/24 |
| Stock Ownership Guideline | 2x base salary for EVPs; compliance achieved as of 12/31/2024 |
| Hedging/Pledging | Prohibited for executives and directors per Insider Trading Policy |
Notes:
- 2022 RSUs/PSUs settle in cash; 2023/2024 RSUs/PSUs settle in shares of TrustCo common stock .
- Market values use $33.31 closing price on Nasdaq as of Dec 31, 2024 .
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Type | Employment agreements in place (Leonard, Ozimek, Curley agreements substantially the same) |
| CIC/Severance | 2.99x current annual compensation if terminated by Company without good cause or by executive for good reason within 12 months prior to or within 2 years following a change in control; lump sum within 10 days |
| Excise Tax Gross-Up | No excise tax gross-up for Leonard (agreements structured to avoid 4999 but no gross-up) |
| Perquisites on CIC Termination | Transfer of Company car (book value) and club membership; medical reimbursement for life of executive or spouse if death, disability, retirement, or termination other than for cause within two years post-CIC |
| RSU CIC Treatment | Plan contains double-trigger CIC acceleration provision; RSUs settle per plan |
| PSU CIC Treatment | Leonard’s PSUs settle pro-rata at target upon qualifying termination 12 months pre-CIC or 24 months post-CIC |
| Contract Term/Renewal | Renews annually for a new one-year term (rolling renewal) |
| Clawback | Robust clawback policy meeting Nasdaq Listing Rule 5608; covers incentive-based awards for restatement or misconduct |
| Pension | Present value of accumulated defined benefit pension: $222,691; 18 years credited service; early retirement eligible as of Dec 31, 2024 |
Compensation Structure Analysis
- Shift to equity settlement: Beginning with Nov 2023 awards, long-term incentives settle in stock rather than cash—maintained in Nov 2024—raising performance-linked, equity-based alignment versus prior cash-settled design .
- PSU emphasis: 60% of long-term award value allocated to PSUs, 40% to RSUs—enhances pay-for-performance via ROAE-relative metrics with potential down-adjustment for asset quality (NPAs/Assets) .
- Short-term plan discipline: 2024 EOIP used absolute financial metrics; only net charge-offs achieved payout, curtailing bonus despite other goals—demonstrates tighter linkage to operational outcomes .
- Governance enhancements: Say-on-pay support improved to 87.22% in 2024; prohibitions on hedging/pledging; stock ownership guidelines with compliance achieved for EVPs .
Investment Implications
- Alignment: Leonard’s sizable outstanding PSUs and RSUs—with equity settlement, multi-year vesting, ROAE-relative hurdles, and double-trigger CIC terms—tie compensation to profitability, asset quality, and shareholder returns, reducing near-term discretionary selling given retention of net after-tax shares until guideline thresholds are met .
- Retention and CIC incentives: 2.99x CIC severance and PSAUs (60,000 units at $34.75 strike, no expiration, payable on CIC) create meaningful retention through a transaction but also a potential bias toward value-realizing strategic combinations; no excise gross-up mitigates shareholder-unfriendly optics relative to legacy CEO terms .
- Selling pressure watchpoints: Upcoming RSU tranches in Nov 2025/2026/2027 and 2022 cash-settled RSUs vesting in Nov 2025, plus PSU cliffs at Dec 31, 2027, could produce periodic liquidity events; however, hedging/pledging prohibitions and ownership guidelines temper headline risk .
- Execution risk: EOIP outcomes in 2024 show mixed performance (only credit quality achieved), underscoring sensitivity to efficiency, earnings, and ROAA targets; PSU maximum payout in the 2021 cycle evidences prior strong relative ROAE execution but future cycles hinge on sustaining peer outperformance and asset quality .
Related party transactions: None identified for Leonard; July 2024 8-K appointing him COO reported no related party transactions under Item 404(a) .
Stock ownership: Leonard beneficially owns 34,390 shares (<1%), in compliance with EVP 2x salary ownership guideline; hedging and pledging prohibited .