Steffani Cotugno
About Steffani Cotugno
Dr. Steffani Cotugno, DO (age 57) is an independent director of TrustCo Bank Corp NY and Trustco Bank since 2023. She is a practicing physician at Community Care Physicians since 1996, serves as school physician for Shenendehowa (since 1996), Niskayuna (since 2015), and North Colonie (since 2019) school districts, and is a teaching preceptor at Albany Medical College since 1997; the board cites her business experience from medical practice and deep community ties in the Northeast . She is a current nominee marked “Independent” in the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Care Physicians (multispecialty group) | Physician | 1996–present | Business operations experience; community relationships |
| Shenendehowa Central School District | School Physician | 1996–present | Public health oversight in K–12 setting |
| Niskayuna School District | School Physician | 2015–present | Public health oversight in K–12 setting |
| North Colonie School District | School Physician | 2019–present | Public health oversight in K–12 setting |
| Albany Medical College | Teaching Preceptor | 1997–present | Medical education and mentoring |
External Roles
| Category | Organization/Board | Role | Notes |
|---|---|---|---|
| Public company boards | None | — | No TrustCo director serves on another public company board |
| Academic | Albany Medical College | Teaching Preceptor | Ongoing since 1997 |
Board Governance
- Independence: Board determined all directors except the CEO are independent; committee members meet heightened independence requirements (Audit Rule 10A-3; Nasdaq) . Dr. Cotugno is listed “Independent” .
- Attendance and engagement: All directors attended >75% of 2024 board and committee meetings; all independent directors attended executive sessions they were eligible for; all nine directors attended the 2024 Annual Meeting .
- Committee workload and roles (2024):
- Audit: 12 meetings, 2 executive sessions; Cotugno member (Chair: Brian C. Flynn) .
- Compensation: 8 meetings; Cotugno member (Chair: Thomas O. Maggs) .
- Board Compliance: 12 meetings; Cotugno member (Chair: Kimberly A. Russell) .
- Fiduciary: 3 meetings; Cotugno member (Chair: Robert J. McCormick) .
- Nominating & Corporate Governance: 7 meetings; Cotugno member (Chair: Curtis N. Powell) .
- Risk: 7 meetings; Cotugno member (Chair: Frank B. Silverman) .
- Current committee matrix (2025 proxy):
- Cotugno serves on Audit, Compensation, Board Compliance, Fiduciary, Nominating & Corporate Governance, and Risk (no chair roles) .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Board meeting fees (cash) | $132,000 | $11,000 per meeting; program unchanged from 2023 |
| Committee/meeting fees | Included in “Fees Earned” | Compensation program is board meeting fee plus stock awards; no additional meeting stipends paid |
| Travel/training stipend | $0 | Stipend policy: $1,500 first day; $1,000 additional days; none paid in 2024 |
| Total cash (2024) | $132,000 | Sum of fees earned |
Performance Compensation
| Equity Award | Grant Date | Units/Shares | Grant-date Fair Value | Vesting/Settlement | Notes |
|---|---|---|---|---|---|
| RSUs (2024 annual grant) | Not disclosed | 550 units | $20,004 | Restrictions lapse Nov 19, 2025; settled in cash | No dividend/voting rights |
| RSUs vested in 2024 (from 2023 grant) | 11/21/2023 | 739 shares vested | $27,173 (at $36.77) | Lapsed during 2024 | Applies to each director; shows recent realized value |
| Options/option-like awards | — | — | — | — | Company does not grant stock options/SARs |
| Directors Performance Bonus Units | — | — | — | — | Cotugno has not been awarded any units |
Performance metrics tied to director compensation: None disclosed for directors (RSUs are time-vested, cash-settled) .
Other Directorships & Interlocks
| Type | Entity | Relationship/Interlock | Status |
|---|---|---|---|
| Public company interlocks | — | None | No TrustCo director serves on another public company board |
| Compensation Committee interlocks | — | None | No members were officers/employees or had related person transactions requiring disclosure (except as otherwise reported) |
Expertise & Qualifications
- Community-centric physician and medical educator; long-standing service across regional school districts and Albany Medical College, bringing stakeholder perspective and operational experience from a medical practice .
- Independence affirmed; participates across all major board committees (audit, risk, governance, compensation, compliance, fiduciary), indicating broad governance engagement .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common shares beneficially owned | 409 | Voting/investment power held by Cotugno and immediate family |
| Percent of class | * (<1%) | Based on 19,019,749 shares outstanding; asterisk denotes <1% |
| Unvested RSUs outstanding | 550 | As of 12/31/2024; cash-settled; no dividend/vote rights |
| Director ownership guideline | 2,000 shares minimum | All directors satisfied except Mr. Powell and Dr. Cotugno (within five-year accumulation period) |
| Hedging/pledging | Prohibited | Insider Trading Policy bars hedging and pledging by directors |
Governance Assessment
- Committee assignments and effectiveness: Cotugno serves on all six board committees, indicating strong coverage of finance, risk, compliance, governance, and compensation oversight. Audit and Compensation membership meets heightened independence standards; Audit held 12 meetings (plus 2 executive sessions), Compensation 8, Governance 7, Risk 7, Compliance 12, Fiduciary 3 in 2024, reflecting robust workload and institutionalized risk oversight .
- Independence and attendance: Classified independent; board disclosure of >75% attendance for all directors and participation in executive sessions, plus attendance at the Annual Meeting, supports engagement quality .
- Compensation and alignment: Director pay mix is cash per-meeting fees plus modest RSUs (cash-settled), limiting equity alignment versus traditional share-settled grants; Cotugno has 409 owned shares and 550 unvested cash-settled RSUs; she has not yet met the 2,000-share director guideline but has up to five years, mitigating alignment concerns for a newer director .
- Conflicts/related-party exposure: No related person transactions identified involving Cotugno; board’s independence determinations considered disclosed related-party transactions (e.g., legal services and leases associated with other directors) and found them non-material to independence. Loans to insiders are ordinary course on arm’s-length terms per policy and regulation; none above SEC threshold involving Cotugno. Hedging and pledging banned, reducing misalignment risk .
- Red flags: None identified specific to Cotugno. Watch item: Ownership guideline shortfall (2,000 shares minimum) while within allowed five-year accumulation window; equity awards are cash-settled RSUs with no voting/dividend rights, which modestly weakens share-based alignment versus share-settled units .