Arrow Financial (AROW) Proxy filing summary

Executive summary

• Achieved strong 2025 financial results: net income of $44.0 million, $2.65 EPS, 50% EPS growth, net interest margin of 3.19%, and tangible book value growth over 10%.

• Completed integration and rebranding as Arrow Bank, unifying operations and identity.

• Surpassed $1 million in community giving, supporting 424 organizations and advancing CRA-eligible initiatives.

• Celebrating 175th anniversary in 2026 with a unified brand and strong financial position.

Voting matters and shareholder proposals

• Election of four Class A Directors to three-year terms.

• Advisory approval of 2025 executive compensation (Say-on-Pay).

• Ratification of Crowe LLP as independent auditor for 2026.

• Shareholders of record as of April 6, 2026, are entitled to vote.

Board of directors and corporate governance

• Board divided into three classes with staggered three-year terms.

• Majority of directors are independent per NASDAQ standards; Chair and CEO roles are separated.

• Three standing committees: Audit, Compensation, Governance and Risk, all with independent members.

• Board and committees met regularly in 2025 with 100% attendance at all meetings.

• Business Code of Ethics and Financial Code of Ethics adopted and enforced.