ARROW FINANCIAL CORP (AROW)
Sector: Financials
2026 Annual Meeting Analysis
ARROW FINANCIAL CORP · Meeting: June 3, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Four Class A Directors to Three-Year Terms
Director since 2017 with relevant regional business and communications expertise; no overboarding, attendance, or TSR trigger concerns — AROW's 3-year return of +80.2% outpaces the peer group median by +18.7pp, well below the 65pp threshold required to trigger an against vote.
Director since 2021 with over 30 years of legal and corporate governance experience; no overboarding, attendance, or TSR trigger concerns — stock performance versus the peer group comfortably clears the policy threshold.
Appointed November 2025, meaning he has been on the board less than 24 months and is fully exempt from the TSR performance trigger under policy; brings technology and entrepreneurial expertise relevant to the company's digital strategy.
Appointed November 2024, so just over 18 months of tenure — marginally past the 24-month exemption window but well under three years; as a retired KPMG managing partner and licensed CPA serving as Audit Committee Chair, he brings strong financial expertise and no other policy flags are triggered.
All four Class A nominees pass policy screens. AROW's 3-year price return of +80.2% outperforms the peer group median by +18.7 percentage points, far short of the 65-percentage-point underperformance threshold needed to trigger a negative vote under the strong-positive TSR tier. No director is overboarded, all attended 100% of meetings in 2025, and no familial relationships or independence concerns affect any nominee. The slate is well-qualified and all four receive a FOR vote.
Say on Pay
✓ FORCEO
David S. DeMarco
Total Comp
$1,572,406
Prior Support
93%%
CEO David DeMarco received total compensation of $1,572,406 in 2025, which is within a reasonable range for a CEO of a $600 million market-cap community bank — no benchmark threshold is breached. The pay mix is appropriate: base salary of $715,850 represents roughly 45% of total compensation, with the remainder in performance-based annual bonus ($379,401), restricted stock awards ($243,265), and retirement and other benefits, meeting the policy's requirement that fixed pay not dominate. The incentive structure is tied to measurable financial goals (earnings per share, tangible book value growth, return on assets, and asset quality metrics), the company delivered strong 2025 results including 50% EPS growth, and the prior Say-on-Pay vote received 93% support — well above the 70% threshold that would require corrective action. The company also maintains a clawback policy, stock ownership guidelines, and no tax gross-ups, all consistent with sound pay governance.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
2 yrs
Audit Fees
$992,660
Non-Audit Fees
$126,203
Crowe has served as auditor only since fiscal year 2024, so tenure is approximately two years — well below the 25-year threshold that would raise independence concerns. Non-audit fees (tax fees of $54,015 plus all other fees of $72,188 totaling $126,203) represent approximately 12.7% of audit fees of $992,660, comfortably within the 50% policy limit. No restatements or other concerns are noted, and the Audit Committee pre-approves all services.
Overall Assessment
The 2026 Arrow Financial Corporation annual meeting ballot contains three proposals: election of four Class A directors, ratification of Crowe LLP as auditor, and an advisory say-on-pay vote. All three proposals receive a FOR vote — the director slate is well-qualified with no performance, overboarding, or independence issues; the auditor is newly engaged with low non-audit fees; and executive compensation is reasonably structured with strong shareholder support and measurable performance metrics.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing