Independent
Tenure on this board
9.4 yrs
4 nominees · 3 ballot items.
Election of four Class A directors; advisory approval of 2025 executive compensation (Say-on-Pay); and ratification of Crowe LLP as independent auditor for 2026.
Elect four Class A director nominees (Mark L. Behan, Gregory J. Champion, Darrin M. Jahnel and Daniel J. White) to three-year terms expiring in 2029.
Advisory (non-binding) vote to approve the Company’s 2025 executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s overall 2025 executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and detailed pay tables. Management is seeking shareholder endorsement to validate its pay-for-performance framework after a year of strategic execution, integration of subsidiary banks under the Arrow Bank brand, and improved financial metrics (e.g., EPS growth, TBV growth, improved net interest margin). The Board frames the program as balanced between short-term incentives (STIP) tied to quantitative financial goals and qualitative assessments, and long-term incentives (LTIP) via restricted stock with multi-year vesting to align executives’ interests with shareholders. The company highlights governance features intended to mitigate risk and perceived excess: double-trigger change-in-control protections, stock ownership requirements, no tax gross-ups, clawback policy, and prohibitions on hedging or pledging. The Compensation Committee, supported by an independent consultant and peer benchmarking, determined target pay levels and awarded both cash STIP payouts (106% of target in 2025) and restricted stock grants to reinforce retention and alignment. Management notes strong prior shareholder support (93% approval in 2025) and intends to use the advisory vote feedback to inform future compensation decisions, while the advisory nature means the Board is not legally bound by the result. Key governance context includes use of conservative performance targets, SERP and change-in-control arrangements limited to specified executives, and an annual review cadence for awarding STIP and LTIP. From a shareholder perspective, the proposal’s issues are whether disclosed pay outcomes reasonably reflect underlying performance and risk management; the Board recommends “For” on the basis that compensation supported strong 2025 performance and contains appropriate safeguards against excessive risk.
Ratify the Audit Committee’s appointment of Crowe LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARROW FINANCIAL CORP | 11.4% | 1,878,839 | $63M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.2% | 695,724 | $23M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 637,527 | $21M |
| 4 | BlackRock, Inc. | 3.8% | 628,201 | $21M |
| 5 | BlackRock, Inc. | 2.9% | 484,766 | $16M |
| 6 | AMERICAN CENTURY COMPANIES INC | 2.1% | 343,256 | $12M |
| 7 | STATE STREET CORP | 2.0% | 338,155 | $11M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 317,527 | $11M |
| 9 | ACADIAN ASSET MANAGEMENT LLC | 1.5% | 252,552 | $8M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 1.4% | 230,284 | $8M |
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