Arrow Financial (AROW) Proxy Filing summary

Executive summary

• Achieved significant milestones in 2024, including unifying subsidiary banks under the Arrow Bank brand and expanding through acquisitions in banking and insurance, enhancing offerings and shareholder value.

• Recognized for performance with industry awards and maintained a 5-star rating for 72 consecutive quarters.

• Delivered strong financial results: net income of $29.7 million, $1.77 EPS, 5.8% loan growth, and increased dividends and share repurchases.

• Settled class action and derivative lawsuits without material financial impact, with agreed governance enhancements.

Voting matters and shareholder proposals

• Shareholders will vote on electing four Class C directors (three-year terms), one Class A director (one-year term), and one Class B director (two-year term).

• Advisory vote on 2024 executive compensation (Say-on-Pay) and ratification of Crowe LLP as independent auditor for 2025.

• Shareholder proposals for the 2026 meeting must comply with bylaw and SEC requirements.

Board of directors and corporate governance

• Board leadership is separated between Chair and CEO; majority of directors are independent per NASDAQ standards.

• Board committees (Audit, Compensation, Governance) are fully independent and meet regularly; committee charters and codes of ethics are publicly available.

• Board diversity exceeds NASDAQ requirements; director nominees are selected for expertise, diversity, and community engagement.

• Directors must retire at the first annual meeting after age 75.