ARROW FINANCIAL CORP (AROW)

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2026 Annual Meeting Analysis

ARROW FINANCIAL CORP · Meeting: June 3, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

4

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Four Class A Directors to Three-Year Terms

4 FOR
✓ FOR
Mark L. Behan

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.

✓ FOR
Gregory J. Champion

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.

✓ FOR
Darrin M. Jahnel

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.

✓ FOR
Daniel J. White

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

✓ FOR

CEO

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

✓ FOR

Auditor

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.

Filing date: April 23, 2026·Policy v1.2·high confidence

Compensation Peer Group

11 companies disclosed in 2026 proxy filing

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