Thomas Maggs
About Thomas O. Maggs
Thomas O. Maggs, age 80, is an independent director of TrustCo Bank Corp NY and Trustco Bank, serving since 2005; he also served as Board Chair in 2015 . He is President of Risk Strategies, Inc. (insurance agency) since 2018 and previously founded and led Maggs & Associates, The Business Insurance Brokers, Inc. (1987–2018), bringing entrepreneurial insurance expertise and business strategy experience to the board . He is designated independent under Nasdaq standards, and as a member of the Audit Committee he meets Nasdaq financial sophistication requirements alongside fellow members .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maggs & Associates, The Business Insurance Brokers, Inc. | President | 1987–2018 | Built and operated an insurance brokerage; entrepreneurial operator background cited as board-relevant experience |
| TrustCo Bank Corp NY Board | Chair (non-executive) | 2015 | Prior board leadership role; contributes business strategy expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Risk Strategies, Inc. (insurance agency) | President | 2018–present | Current executive role; insurance industry expertise |
| Maggs & Associates, The Business Insurance Brokers, Inc. | President | 1987–2018 | Prior founder/leader, insurance brokerage |
Board Governance
- Independence/tenure: Independent director since 2005; part of a board where all directors except the CEO are independent .
- Committee roles (2024 activity levels shown for context): Compensation Committee Chair; member of Audit (12 meetings, 2 executive sessions in 2024), Nominating & Corporate Governance (7), Board Compliance (12), Fiduciary (3), and Risk (7) .
- Board activity/attendance: The board met 12 times in 2024; independent directors held two executive sessions (all eligible independent directors attended these sessions). The proxy discloses all directors attended >75% of all board and committee meetings for which they were eligible .
- Lead Independent Director: Lisa M. Lucarelli serves as Lead Independent Director .
- Director elections: Annual, majority voting with a Director Resignation Policy .
| Committee | Role | 2024 Meetings (for context) |
|---|---|---|
| Compensation | Chair | 8 |
| Audit | Member | 12 + 2 executive sessions |
| Nominating & Corporate Governance | Member | 7 |
| Board Compliance | Member | 12 |
| Fiduciary | Member | 3 |
| Risk | Member | 7 |
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Board meeting fee (per meeting) | $11,000 | Unchanged vs 2023 |
| Fees earned or paid in cash (annual) | $132,000 | Reflects 12 board meetings in 2024 at disclosed fee; total per Maggs |
| RSU grant (aggregate grant-date fair value) | $20,004 | 2024 director RSU award under 2019 Equity Incentive Plan |
| Travel/training stipends | $0 | Policy exists ($1,500 first day/$1,000 additional days), none paid in 2024 |
Compensation structure for non-employee directors consists of per-meeting cash fees and annual RSUs; no separate committee chair retainers are disclosed .
Performance Compensation
| Award Type | Grant/Plan Details | Vesting/Settlement | 2024 Activity/Value |
|---|---|---|---|
| RSUs (2024 director grant) | 550 units (as of 12/31/2024) | Restriction lapses Nov 19, 2025; settled in cash; no dividends or voting rights on units | N/A (unvested as of 12/31/2024) |
| RSUs (2023 director grant) | 739 units (granted 11/21/2023) | Vested in 2024 | Vested shares 739 at $36.77; value $27,173 (each director including Maggs) |
| Directors Performance Bonus Plan (PBUs) | 6,996 units to Maggs; base price $52.95 per unit | Payout upon Change in Control; value based on stock appreciation from base price to CoC; units vest/pay at or just before CoC | Outstanding; no payout absent CoC |
Notes: Director RSUs are time-based and settled in cash; the PBU is event-driven (Change in Control) and based on share price appreciation from an established base price .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Mr. Maggs in the director biography/profile section of the proxy .
- Compensation Committee Interlocks: None; no member of the Compensation Committee was an officer/employee or had related person transaction relationships requiring disclosure; no cross-directorships with other entities’ compensation committees by company executives were reported .
Expertise & Qualifications
- Entrepreneur/operator in insurance brokerage and agency; brings business strategy and operational experience .
- Audit Committee member meeting Nasdaq financial sophistication standards; entire Audit Committee meets SEC/Nasdaq independence and qualifications .
Equity Ownership
| Category | Detail | As-Of |
|---|---|---|
| Beneficial ownership (common shares) | 16,940 shares (voting/investment power incl. spouse/immediate family) | 12/31/2024 |
| Percent of class | <1% (asterisk in table denotes less than 1%) | 12/31/2024 |
| Unvested RSUs outstanding | 550 units (2024 award) | 12/31/2024 |
| Recently vested RSUs | 739 units vested in 2024 at $36.77; value $27,173 | 2024 activity |
| Ownership guidelines | Directors expected to own at least 2,000 shares; all directors satisfied except Mr. Powell and Dr. Cotugno (within 5-year accumulation window) | 12/31/2024 |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy | Policy in effect |
Governance Assessment
-
Strengths
- Long-serving independent director with prior board chair experience; currently chairs Compensation Committee and serves on all key oversight committees (Audit, Risk, Compliance, Nominating, Fiduciary), indicating deep board engagement and influence .
- Attendance: Company disclosed all directors exceeded 75% attendance; independent directors met in executive session twice, chaired by the Lead Independent Director, which supports independent oversight .
- Alignment and policies: Holds 16,940 shares and satisfies the director stock ownership guideline of 2,000 shares; hedging and pledging are prohibited for directors .
- Committee independence/qualification: Audit and Compensation Committees meet heightened SEC/Nasdaq independence standards; Audit members satisfy financial sophistication rules .
- Shareholder sentiment context: Say-on-pay support improved to 87.22% in 2024 from 75.30% in 2023, reflecting progress on compensation governance (board committees oversee exec pay) .
-
Potential risk indicators to monitor
- Change-in-control PBUs for certain long-tenured directors (including Maggs) pay out based on stock appreciation upon a CoC, which can be viewed by some investors as creating transaction-related incentives; monitor any M&A-related deliberations and board process disclosures for robust independence .
- Age/refreshment: The board adopted a retirement age policy for new directors (first taking office in or after 2017), with specified limits; Maggs joined in 2005 and thus is outside the post‑2017 intake cohort; ongoing board refreshment practices are disclosed and should continue to be evaluated for skills mix and tenure balance .
-
Related-party exposure
- The company reports no related person transactions exceeding $120,000 since January 1, 2024; ordinary-course banking relationships with directors are subject to federal rules and internal policies; oversight of related party transactions is formalized via policy and committee review .