TrustCo Bank adds two independent directors
TrustCo Bank Corp NY expanded its board to 11 members and added two independent directors with committee roles across key oversight areas.
Rhea-AI Filing Summary
TrustCo Bank Corp NY (TRST) reported that its Board of Directors increased the board size from 9 to 11 members and elected Patricia Kieper-Fusco and Bryan L. Guentner as directors, effective September 15, 2026. Both also joined the board of subsidiary Trustco Bank.
The new directors are expected to participate in the standard non-employee director cash and equity compensation programs, though no equity awards were granted at election. They were appointed to the Audit, Board Compliance, Compensation, Fiduciary, Nominating and Corporate Governance, and Risk Committees and were determined to be independent directors under Nasdaq and SEC standards, including for Audit and Compensation Committee service. TrustCo describes itself as a $6.5 billion savings and loan holding company operating 133 offices through Trustco Bank across several states.
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8-K Event Classification
3 items: 5.02, 8.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Board size after increase: 11 directors
Company size: $6.5 billion
Bank offices: 133 offices
3 metrics
Board size after increase
11 directors
Board increased from 9 to 11 members on September 15, 2026
Company size
$6.5 billion
Savings and loan holding company total size as described in the release
Bank offices
133 offices
Trustco Bank locations in NY, NJ, VT, MA, and FL
Key Terms
independent directors, Audit Committee, Compensation Committee, savings and loan holding company, +1 more
5 terms
independent directors regulatory
"were found by the Board to qualify as “independent directors” under Nasdaq listing standards"
Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.
Audit Committee regulatory
"meet the eligibility and independence requirements ... pertaining to membership on the Audit Committee"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Compensation Committee regulatory
"requirements of the Securities and Exchange Commission and the Nasdaq Stock Market as pertaining to membership on the Audit Committee and the Compensation Committee"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
savings and loan holding company financial
"TrustCo Bank Corp NY is a $6.5 billion savings and loan holding company"
forward-looking statements regulatory
"All statements in this news release that are not historical are forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What board change did TRST announce on September 15, 2026?
TrustCo Bank Corp NY’s Board increased its size from 9 to 11 directors and elected Patricia Kieper-Fusco and Bryan L. Guentner to fill the new seats, effective immediately, including corresponding appointments to the board of subsidiary Trustco Bank.
Are the new TRST directors considered independent?
Yes. The Board determined that Patricia Kieper-Fusco and Bryan L. Guentner qualify as independent directors under Nasdaq listing standards and meet SEC and Nasdaq eligibility and independence requirements for service on the Audit Committee and the Compensation Committee.
Which committees will the new TRST directors serve on?
Patricia Kieper-Fusco and Bryan L. Guentner were appointed to the Board’s Audit, Board Compliance, Compensation, Fiduciary, Nominating and Corporate Governance, and Risk Committees, giving them broad involvement in TrustCo’s oversight structure.
How will the new TRST directors be compensated?
TrustCo anticipates that the new directors will participate in its standard cash and equity compensation programs for non-employee directors, as described in the April 1, 2026 proxy statement, but no equity awards were granted to them in connection with their elections.
How large is TrustCo Bank Corp NY’s business footprint?
TrustCo Bank Corp NY is described as a $6.5 billion savings and loan holding company that, through its subsidiary Trustco Bank, operated 133 offices in New York, New Jersey, Vermont, Massachusetts, and Florida, and offers wealth management and related services.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 11(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): September 15, 2026
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File No.)
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(I.R.S. Employer Identification Number)
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(Address of principal executive offices)
(518 ) 377-3311
(Registrant’s telephone number,
including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d) On September 15, 2026, the Board of Directors (the “Board”) of TrustCo Bank Corp NY (the “Corporation”), following the recommendation of the Board’s Nominating and
Corporate Governance Committee, voted unanimously to increase the size of the Board from nine (9) to eleven (11) directors and to elect Patricia Kieper-Fusco and Bryan L. Guentner to fill the vacancies created by the increase in the size of the
Board, effective immediately. On the same date, the Board of Directors of the Corporation’s wholly-owned subsidiary, Trustco Bank, took corresponding action with respect to Trustco Bank’s Board of Directors, effective immediately. The Corporation
anticipates that Ms. Fusco and Mr. Guentner will participate in the Corporation’s standard cash and equity compensation programs for its non-employee directors (which are described under the caption “Director Compensation” in the Corporation’s
definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2026, as may be adjusted by the Board from time to time), but it has not made any equity awards under such programs to them in connection with
their elections.
Ms. Fusco and Mr. Guentner have been appointed to serve on the Audit, Board Compliance, Compensation, Fiduciary, Nominating and Corporate Governance, and Risk Committees
of the Board. Ms. Fusco and Mr. Guentner were found by the Board to qualify as “independent directors” under Nasdaq listing standards and to meet the eligibility and independence requirements of the Securities and Exchange Commission (the “SEC”) and
the Nasdaq Stock Market as pertaining to membership on the Audit Committee and the Compensation Committee. There are no arrangements or understandings between either Ms. Fusco or Mr. Guentner, on the one hand, and any other person, on the other hand,
pursuant to which either of them was selected to serve as a director of the Corporation, nor is either of them a participant in any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K promulgated by the SEC.
| Item 8.01. |
Other Events.
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On September 16, 2026, the Corporation issued a press release announcing the election of Ms. Fusco and Mr. Guentner to the Board, a copy of which is attached hereto as
Exhibit 99(a) to this Current Report on Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits
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(d)
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Exhibits
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Exhibit No.
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Description of Exhibit
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99(a)
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Press Release dated September 16, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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Dated: September 16, 2026
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TRUSTCO BANK CORP NY
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By:
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/s/ Michael M. Ozimek
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Michael M. Ozimek
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Executive Vice President and
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Chief Financial Officer
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Exhibit 99(a)
News Release
5 Sarnowski Drive, Glenville, New York 12302
(518) 377-3311 Fax: (518) 381-3668
Subsidiary: Trustco Bank
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Robert M. Leonard
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Executive Vice President and
Chief Operating Officer
(518) 381-3693
Lauren A. McCormick
Vice President, Treasurer, and
Assistant Corporate Secretary
(518) 381-3673
TrustCo Announces Addition of Patricia Fusco and Bryan L. Guentner to Board of Directors
Glenville, New York – September 15, 2026
The Board of Directors (the “Board”) of TrustCo Bank Corp NY (the “Company”) (Nasdaq: TRST) on September 15, 2026 announced the election of Patricia Kieper-Fusco and
Bryan L. Guentner to the Company’s Board. The pair also was elected to the board of directors of Trustco Bank, the Company’s wholly-owned subsidiary. The elections are effective immediately.
Patricia Kieper-Fusco is the President, Chief Executive Officer, and Owner of Fusco Personnel, Inc. of Latham, New York. Her firm provides staffing, recruiting, and
search services. Ms. Kieper-Fusco is also a member of the board of directors of the Capital Region Chamber of Commerce, is a former member of the board of directors of Ronald McDonald Charities of the Capital Region, and she is active in numerous
other charitable and business-centered groups. She previously served on the Trustco Bank Advisory Board of Directors.
Bryan L. Guentner is a broker associate with RE/MAX Palm Realty in Sarasota, Florida and is the former owner and Chief Executive Officer of RE/MAX Platinum Realty also
in Sarasota, Florida. Mr. Guentner is the former President of Siesta Key Chamber of Commerce and the Osprey-Nokomis Chamber of Commerce. He is also a realtor emeritus with the National Association of Realtors and has been active with numerous other
business and community groups. He also served as a member of the Trustco Bank Advisory Board of Directors.
Chairman, President, and Chief Executive Officer Robert J. McCormick made the announcement, saying: “We are very pleased to announce the addition of these two fine
business people to our Board. Patty brings experience in the area of human resources – an area of critical importance to every business. Bryan brings vast and deep knowledge of real estate markets on the West Coast of Florida. Trustco Bank has
been very successful in that area, and Bryan’s experience will serve the bank well.”
About TrustCo Bank Corp NY
TrustCo Bank Corp NY is a $6.5 billion savings and loan holding company and through its subsidiary, Trustco Bank, operated 133 offices in New York, New Jersey, Vermont,
Massachusetts, and Florida.
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In addition, the Bank’s Wealth Management Department offers a full range of investment services, retirement planning and trust and estate administration services. The
common shares of TrustCo are traded on the NASDAQ Global Select Market under the symbol TRST.
Forward-Looking Statements
All statements in this news release that are not historical are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and
similar references to future developments, results or periods. Examples of forward-looking statements include, among others, statements we make regarding our expectations regarding the impact that our new directors will have on the bank.
Forward-looking statements are based on management’s current expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. TrustCo wishes to caution readers not to
place undue reliance on any such forward-looking statements, which speak only as of the date made and which are subject to factors and uncertainties that could cause actual results to differ materially for TrustCo from the views, beliefs and
projections expressed in or implied by such statements, including but not limited to, risks and uncertainties relating to our dependency on the services of our management team external economic factors, such as changes the interest rate policies of
the Federal Reserve Board and other changes in monetary policy, as well as ongoing inflationary pressures and continued elevated prices; the risk of weakness in residential real estate markets; the risks and uncertainties set forth under the heading
“Risk Factors” in our most recent Annual Report on Form 10-K for the year ended December 31, 2025, and, if any, our subsequent Quarterly Reports on Form 10-Q; the financial, operational and legal risks and uncertainties detailed from time to time in
TrustCo’s filings with the Securities and Exchange Commission, including within the cautionary statements contained in such filings; and the effect of all of such items on our operations, liquidity and capital position, and on the financial condition
of our borrowers and other customers. The forward-looking statements contained in this news release represent TrustCo management’s judgment as of the date of this news release. TrustCo disclaims, however, any intent or obligation to update
forward-looking statements, either as a result of future developments, new information or otherwise, except as may be required by law.
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