Robert McCormick
About Robert McCormick
Robert J. McCormick is Chairman, President, and Chief Executive Officer of TrustCo Bank Corp NY (TRST) and Trustco Bank. He has served as TrustCo’s CEO since 2004, Trustco Bank’s CEO since 2002, and as a director since 2005; he currently serves as Board Chair and is age 61. McCormick joined Trustco Bank in 1995 and brings long-tenured institutional knowledge; under his leadership, shareholder support for say‑on‑pay improved to 87.22% in 2024 (up from 75.30% in 2023), and performance PSUs granted in 2021 paid out at 150% of target based on ROAE performance above the 60th percentile versus peers, yielding a $777,022 cash payout to McCormick .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TrustCo Bank Corp NY | Chairman of the Board | 2009–2010; 2019–present | Combined Chair/CEO structure with Lead Independent Director oversight |
| TrustCo Bank Corp NY | President & CEO | 2004–present | Led compensation program changes following shareholder feedback; improved say‑on‑pay support to 87.22% in 2024 |
| Trustco Bank | Chief Executive Officer | 2002–present | Operational leadership; ROAE outperformance drove 150% PSU payout for 2021 awards |
| Trustco Bank | Joined Company | 1995 | Long-tenured leadership through cycles and program redesign |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No TrustCo director serves on another public company board |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 975,000 | 1,057,212 | 975,000 |
| All Other Compensation ($) | 708,948 | 783,196 | 709,256 |
| Total Cash (Salary + All Other) ($) | 1,683,948 | 1,840,408 | 1,684,256 |
Notes:
- Base salaries in 2023 reflect voluntary mid-year reductions following shareholder feedback (CEO reduced from $1,100,000 to $975,000) .
Performance Compensation
Annual Incentive (Executive Officer Incentive Plan)
| Metric | Weighting | Target Design | FY 2022 Actual Payout ($) | FY 2023 Actual Payout ($) | FY 2024 Actual Payout ($) | Vesting/Payment Timing |
|---|---|---|---|---|---|---|
| Total Shareholder Return (relative) | 25% | Peer percentile grid; no payout below 50th percentile in 2023 update | 945,625 | 190,298 | 219,375 | Paid following year per plan |
| Return on Average Assets (relative) | 25% | Peer percentile grid | — | — | — | — |
| Efficiency Ratio (relative) | 25% | Peer percentile grid | — | — | — | — |
| Risk-Based Capital Ratio (relative) | 25% | Peer percentile grid | — | — | — | — |
Notes:
- In 2022, the Committee awarded McCormick 85% of salary and other NEOs 60% under the plan; the 2023 program removed payouts for sub-50th percentile performance .
- Additional contingent bonus from 2021 plan paid in early 2023 ($116,875) based on 2022 metrics; applicable to McCormick only .
Long-Term Incentives (PSUs and RSUs)
| Grant Type | Grant Date | Target # Units | Max # Units | Settlement Form | Key Performance / Vesting Terms |
|---|---|---|---|---|---|
| PSUs | 11/15/2022 | 11,435 | 17,153 | Cash (2019 Plan design) | 3-year ROAE vs peers; NPA ratio limiter; performance period 1/1/2023–12/31/2025 |
| RSUs | 11/15/2022 | 7,624 | — | Cash (legacy) | Time-based; vest ratably Nov 2023, Nov 2024, Nov 2025 |
| Supplemental PSUs | 3/21/2023 | 2,366 | 3,549 | — | Same terms as 11/15/2022 PSUs |
| RSUs (2023) | 11/21/2023 | 12,551 + 1,577 supplemental (aggregate disclosure) | — | Stock (updated program) | Time-based; vest over 2024–2026 |
| PSUs (2023) | 11/21/2023 | 18,826 | 28,239 | Stock | 3-year ROAE vs peers; performance period 1/1/2024–12/31/2026; NPA limiter |
| PSUs (2024) | 11/19/2024 | 15,673 | 23,510 | Stock | 3-year performance; equity-settled under improved governance |
| RSUs (2024) | 11/19/2024 | 10,448 | — | Stock | Time-based; vest timing per plan and footnotes |
Outcomes:
- 2021 PSU awards paid at 150% of target based on ROAE above the 60th percentile, resulting in $777,022 cash to McCormick, using $33.31 share price as of 12/31/2024 .
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Instrument | Unvested Units (#) | Market/Payout Value ($) | Vesting Notes |
|---|---|---|---|---|
| 11/15/2022 | RSUs | 2,542 | 84,674 | Vests Nov 2025; cash settlement for 2022 design |
| 11/15/2022 | PSUs (max assumption) | 17,153 | 571,367 | 3-year ROAE vs peers; cash settlement for 2022 design |
| 3/21/2023 | RSUs | 525 | 17,488 | Make-up RSUs; vests Nov 2025; cash |
| 3/21/2023 | PSUs (max assumption) | 3,549 | 118,217 | Same as 11/15/2022 PSU terms |
| 11/21/2023 | RSUs | 8,367 | 278,705 | Vest in equal installments on 2nd and 3rd anniversary; stock-settled |
| 11/21/2023 | PSUs (max assumption) | 18,826 | 627,094 | 3-year ROAE; stock-settled |
| 11/19/2024 | RSUs | 10,448 | 348,023 | Time-based; stock-settled |
| 11/19/2024 | PSUs (max assumption) | 15,673 | 522,068 | 3-year performance; stock-settled |
RSU vesting activity in 2023 (time-based dividends for legacy cash-settled RSUs):
- 2020/2021/2022 RSUs vested; McCormick received cash of $85,229, $96,146, and $87,103 respectively .
Stock Options (historical)
| Grant Date | Options Exercisable (#) | Exercise Price ($) | Expiration Date |
|---|---|---|---|
| 11/19/2013 | 15,801 | 35.25 | 11/19/2023 |
| 11/18/2014 | 10,000 | 36.10 | 11/18/2024 |
| 11/17/2015 | 10,001 | 32.15 | 11/17/2025 |
Notes:
- As of 12/31/2023, McCormick had 20,001 options currently exercisable; the 2014 tranche expired in 2024 (no options listed in 2025 outstanding awards) .
Equity Ownership & Alignment
| Date | Shares Beneficially Owned (#) | Percent of Class (%) | Breakdown/Notes |
|---|---|---|---|
| 12/31/2023 | 377,699 | 1.99% | Includes 286,726 direct; 88,972 indirect; 20,001 options exercisable |
| 12/31/2024 | 373,870 | 1.97% | Includes 284,817 direct; 89,053 indirect |
Ownership Policies:
- CEO ownership guideline: shares equal to 4x base salary; McCormick in compliance as of 12/31/2024 .
- Hedging and pledging of Company securities prohibited for executives/directors; no pledging permitted .
Employment Terms
Employment Agreement (2008; legacy terms):
- Change-in-control/severance payment equal to 2.99x annual compensation at termination/change in control; payable upon earlier of change in control or termination within 1 year prior to change in control (single-trigger element); includes transfer of certain perquisites upon termination within 2 years post-CIC; medical reimbursement benefits; structured to avoid §4999 excise tax but includes a tax gross-up if needed .
Termination/Change-in-Control Economics (as of 12/31/2024):
| Scenario | Salary+Bonus ($) | Perquisites ($) | Pension ($) | SERP ($) | Equity ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination by Company Without Good Cause; No CIC | 5,507,490 | 1,003,917 | 361,817 | 1,584,836 | — | 8,458,060 |
| Retirement; No CIC | — | 1,003,917 | 361,817 | 1,584,836 | 668,754 | 3,619,324 |
| Disability | — | 1,003,917 | 361,817 | 1,584,836 | 1,397,643 | 4,348,213 |
| Death | 600,000 | 1,003,917 | 361,817 | 1,584,836 | 1,397,643 | 4,948,213 |
| Change in Control or Termination in Connection with CIC | 3,571,181 | 1,053,917 | 361,817 | 1,584,836 | 1,397,643 | 7,969,394 |
Other Plans:
- Performance Bonus Plan (1997, amended 2008): grants cash-settled performance-based stock appreciation units vesting around change in control; McCormick awarded 104,940 units at $53.90 per unit in 2004 .
- Clawback: compliant with SEC/Nasdaq; recovery for accounting restatements or material fraud/misconduct .
Board Governance
- Dual role: McCormick serves as Chairman and CEO; Board asserts combined roles are efficient; mitigated by Lead Independent Director (Lisa M. Lucarelli) and independent chairs of Audit, Compensation, Board Compliance, Nominating & Corporate Governance, and Risk Committees; Lead Independent Director chairs executive sessions and sets agendas with Chair/CEO .
- Independence: All directors except McCormick are independent; majority voting with director resignation policy; annual elections; >75% attendance at board/committee meetings in 2024 .
- No overboarding: No TrustCo director serves on another public company board .
Compensation Committee:
- Members include independent directors; Committee responsible for CEO pay setting, program design, and CD&A oversight .
Director Compensation
- Annual director retainers, committee fees, and equity for directors not specifically disclosed in the retrieved sections; stock ownership guideline for directors set at ≥2,000 shares; all but two directors in compliance within 5-year period .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay support improved to 87.22% in 2024 from 75.30% in 2023 following program changes: equity awards settled in stock (not cash), robust clawback, removal of single‑trigger equity acceleration, and no excise tax gross‑ups in agreements entered since 2013 (legacy CEO agreement retains potential gross‑up) .
Expertise & Qualifications
- Long-tenured banking operator with CEO experience since 2004 and board leadership; first cousin relationship with EVP/Chief Banking Officer Kevin Curley disclosed (governance awareness) .
Work History & Career Trajectory
| Organization | Role | Years | Notes |
|---|---|---|---|
| TrustCo Bank Corp NY | President & CEO | 2004–present | Oversees Company and bank; compensation redesign engagement |
| Trustco Bank | CEO | 2002–present | Operational leadership |
| Trustco Bank | Joined | 1995 | Progressive leadership roles |
Compensation Structure Analysis
- Shift toward equity-settled PSUs/RSUs (2024+) reduces cash settlement risk and strengthens alignment; legacy cash-settled awards still outstanding (2022 grants) .
- Program incorporates balanced, relative metrics for short-term and long-term incentives; 2023 enhancements tightened payout thresholds and eliminated sub‑median payouts .
- Legacy CEO contract features single‑trigger CIC cash severance mechanics and potential excise tax gross‑up—shareholder-unfriendly elements mitigated in newer executive agreements (no gross‑ups since 2013) .
Related Party Transactions and Red Flags
- Family relationship: McCormick is first cousin of EVP/Chief Banking Officer Kevin Curley; disclosed for governance transparency .
- Hedging/pledging: prohibited by Insider Trading Policy (alignment-positive) .
- Tax gross‑up: legacy CEO agreement retains potential excise tax gross‑up (red flag) .
- Single‑trigger CIC legacies: change‑in‑control/severance payable upon CIC or termination within preceding year (red flag) .
Compensation Peer Group and Targets
- Long-term PSU target calibrated to relative ROAE versus a peer group; target level aligned around mid-to-upper percentile; 2023 disclosure notes calibration and target percentile alignment, and 2022 grid additions (e.g., ROAE target percentile adjustment) .
Equity Ownership Guidelines Compliance
- CEO guideline of 4x salary; McCormick is in compliance as of 12/31/2024; directors required ≥2,000 shares (with 5-year accumulation window) .
Investment Implications
- Alignment: High beneficial ownership (~2% of shares) and adoption of equity-settled awards strengthen alignment; hedging/pledging prohibitions reduce misalignment risk .
- Retention/CIC risk: Legacy single‑trigger CIC cash features, Performance Bonus Plan units, and potential gross‑up may increase change‑in‑control costs; monitor for any governance pressure to amend legacy terms .
- Near‑term selling pressure: Multiple RSU tranches scheduled to vest (e.g., 2022 RSUs vest fully Nov 2025; 2023 RSUs vest over 2025–2026); watch Form 4s for net share sales to cover taxes .
- Performance signals: 2021 PSUs paid at 150% on ROAE vs peers; continued use of relative metrics and clawback suggests disciplined pay-for-performance. Improving say‑on‑pay indicates shareholders view changes favorably, potentially lowering governance overhang .
Key numbers summary (CEO):
- FY2024: Salary $975,000; Non‑equity incentive $219,375; Stock awards $950,021; All other comp $709,256; Total $2,853,652 **[357301_0001140361-25-011573_ny20041154x1_def14a.htm:51]**.
- Beneficial ownership: 373,870 shares (1.97%) as of 12/31/2024; compliance with 4x salary guideline; hedging/pledging prohibited **[357301_0001140361-25-011573_ny20041154x1_def14a.htm:79]** **[357301_0001140361-25-011573_ny20041154x1_def14a.htm:49]**.
- CIC or termination in connection with CIC total: $7,969,394 (components detailed above) **[357301_0001140361-25-011573_ny20041154x1_def14a.htm:67]**.
- 2021 PSU payout: 150% of target; $777,022 cash paid in 2025 **[357301_0001140361-25-011573_ny20041154x1_def14a.htm:44]**.