ARROW FINANCIAL CORP
For the period ended Sep 30, 2024. Filed Nov 7, 2024.
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Sep 30, 2024 · Filed Nov 7, 2024
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Item 5. Other Information
Item 5.
Other Information
Appointment of New Directors
The Board of Directors of the Company has reset the number of the directors of the Board to 13 members and effective November 5, 2024, has appointed James M. Dawsey, Kristine D. Duffy, Ed D., Philip C. Morris and Daniel J. White to serve as new directors to the Board.
All of the new directors except Daniel J. White are currently serving as directors of the Company’s subsidiary banks. Biographical information of the new directors is set forth below.
| James M. Dawsey, 72 | Mr. Dawsey graduated from Manhattan College in 1975 with a civil engineering degree and has a master's degree from SUNY Plattsburgh. He is currently the President and CEO of MLB Construction Services LLC. He is a member of the Board of Directors and serves as Vice Chair on the Executive Board for Eastern Contractor’s Association and he is a Trustee of Local #157. |
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| Kristine D. Duffy, Ed.D. 59 | Dr. Duffy has been the President of SUNY Adirondack since 2013. She has significant experience in New York state higher education. She served for seven years as vice president of Enrollment Management and Student Services at Onondaga Community College and six years as dean of Enrollment Management at Cayuga Community College. She holds a Doctor of Education in Executive Leadership from St. John Fisher College. |
| Philip C. Morris, 69 | Mr. Morris is the CEO of Arts Center and Theater of Schenectady, Inc. dba Proctors Collaborative. Mr. Morris has nearly 50 years cultural facilities and development experience, renovating over 20 buildings for cultural uses and raising over $200 million for those projects. In addition, he oversees operations of the facilities in Schenectady, Saratoga Springs and Albany attracting nearly one million visitors a year. |
| Daniel J. White, 60 | Mr. White is the former Office Managing Partner for KPMG LLP’s Albany and Upstate Offices, retiring from KPMG LLP in September 2023. He specialized in community bank auditing and accounting, SEC reporting and related matters, bank internal controls, corporate governance, credit review, public stock and debt offerings, pensions and benefits, and mergers and acquisitions throughout his 37-year career. Mr. White is a Certified Public Accountant. |
There are no arrangements between the new directors and any other person pursuant to which such director was elected to serve as a director.
All of the new directors except James M. Dawsey have been determined to be independent. As previously disclosed in our Annual Reports on Form 10-K for the years ended December 31, 2022 and 2023, James M. Dawsey is the Chief Executive Officer of MLB Construction Services, the general contractor which led the recently-completed, multi-year renovation project to enhance and improve the downtown Glens Falls, New York Company Main Campus (the “Renovation”). The terms of the engagement with MLB Construction Services, from the Company’s perspective, were no less favorable than terms the Company could have obtained from a non-related party for comparable services in an arms-length transaction. Arrow paid MLB Construction Services $2.8 million in 2023 for services rendered in connection with the Renovation. From January 1, 2024 until September 30, 2024, the Company has paid MLB Construction Services $86 thousand for services rendered with respect to the Renovation. The Company does not expect that additional amounts paid to MLB Construction Services in 2024 will be material.
There are no other related party transactions between the Company and the new directors that would require disclosure under Item 404(a) of Regulation S-K.
In connection with the appointment to the Board, Mr. White was also appointed to the Audit Committee, given his demonstrated financial expertise.
Each of the new directors will receive compensation as outlined in the Company’s most recent proxy statement, which was filed with the Securities Exchange Commission on April 25, 2024 (the “2024 Proxy Statement”). This compensation shall be pro-rated, based on the total number of days served for the calendar year. For additional information on director compensation paid by Arrow to its directors, please see the 2024 Proxy Statement under the heading Director Compensation.
Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2024, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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