CEO David DeMarco was paid $1,572,406 in fiscal year 2025, up 27.5% from fiscal year 2024, the 12th percentile of its disclosed peer group (SEC filing 0000717538-26-000045 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$1,572,406 David DeMarco total, FY2025 | 12th CEO pay percentile vs peers | 25:1 CEO-to-median pay ratio | — Say-on-pay support, latest vote |
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Each company listed discloses AROWS in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named AROWS in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| David DeMarco | $715,850 | $0 | $243,265 | $0 | $379,401 | $171,248 | $62,642 | $1,572,406 |
| President and CEO | ||||||||
| SEVP Penko K. Ivanov | 422,300 | 0 | 102,526 | 0 | 179,055 | 29,508 | 53,647 | 787,036 |
| CFO, Treasurer and CAO | ||||||||
| SEVP Andrew J. Wise | 375,950 | 0 | 91,273 | 0 | 159,403 | 46,607 | 55,983 | 729,216 |
| CRO and Corporate Secretary | ||||||||
| Marc Yrsha | 375,950 | 0 | 81,263 | 0 | 159,403 | 40,344 | 51,309 | 708,269 |
| SEVP and CBO | ||||||||
| Michael Jacobs | 260,000 | 0 | 47,005 | 0 | 96,460 | 41,468 | 25,696 | 470,629 |
| EVP and CIO | ||||||||
| Brooke Pancoe | 260,000 | 0 | 45,014 | 0 | 96,460 | 21,276 | 24,777 | 447,527 |
| EVP and CHRO | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| David DeMarco | $1,572,406 | $1,233,686 | $943,532 | +338,720 |
| SEVP Penko K. Ivanov | 787,036 | 659,821 | 469,332 | +127,215 |
| SEVP Andrew J. Wise | 729,216 | 625,129 | 570,478 | +104,087 |
| Marc Yrsha | 708,269 | — | — | — |
| Michael Jacobs | 470,629 | — | — | — |
| Brooke Pancoe | 447,527 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| SEVP Andrew J. Wise | Option | 2,575 | 31.47 | — |
| Marc Yrsha | Option | 531 | 33.78 | — |
| David DeMarco | RSU | 11,882 | — | 373,095 |
| SEVP Penko K. Ivanov | RSU | 4,993 | — | 156,780 |
| SEVP Andrew J. Wise | RSU | 4,843 | — | 152,070 |
| Marc Yrsha | RSU | 4,019 | — | 126,197 |
| Michael Jacobs | RSU | 2,780 | — | 87,292 |
| Brooke Pancoe | RSU | 2,246 | — | 70,524 |
| David DeMarco | Option | 1,326 | 33.78 | — |
| David DeMarco | Option | 2,575 | 31.47 | — |
| SEVP Andrew J. Wise | Option | 1,326 | 33.78 | — |
| Marc Yrsha | Option | 1,545 | 31.47 | — |
| Michael Jacobs | Option | 531 | 33.78 | — |
| Michael Jacobs | Option | 1,545 | 31.47 | — |
| Brooke Pancoe | Option | 397 | 33.78 | — |
| Brooke Pancoe | Option | 772 | 31.47 | — |
The executive compensation program is designed to attract and retain key executives and to motivate them to improve the Company’s long-term profitability within acceptable risk parameters. This is accomplished through a performance-based reward model that aligns long-term economic interests with shareholders.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Pearl Meyer & Partners, LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Ratio (CEO : median employee) | 25 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| James M. DawseyIndependent · Compensation Committee | $0 | $824 | — | — | $0 | $824 |
| Colin L. ReadIndependent · Governance and Risk Committee | 31,667 | 1,442 | — | — | 0 | — |
| Daniel J. WhiteIndependent · Audit Committee (Chair) · Governance and Risk Committee | 36,667 | 206 | — | — | 0 | — |
| David G. KruczlnickiIndependent · Audit Committee · Compensation Committee (Chair) | 33,750 | 1,442 | — | — | 0 | — |
| Mark L. BehanIndependent · Compensation Committee | 31,250 | 1,442 | — | — | 0 | — |
| Philip C. MorrisIndependent · Audit Committee | 31,042 | 824 | — | — | 0 | — |
| Gregory J. ChampionIndependent · Governance and Risk Committee (Chair) | 31,459 | 1,442 | — | — | 0 | — |
| Raymond F. O'ConorIndependent · Audit Committee | 28,542 | 1,442 | — | — | 0 | — |
| Kristine M. DuffyIndependent · Compensation Committee | 31,979 | 824 | — | — | 0 | — |
| Annual cash retainer | $30,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 12,500 / 10,000 / 10,000 |
| Stock ownership guideline | $5 |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $256,356 |
| Equity awards (grant-date value) | $9,888 |
| All other compensation | $0 |
| Total cost of the board | $266,244 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies ARROW FINANCIAL CORP names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including ARROW FINANCIAL CORP.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Trustco Bank Corp. | 2025 | Robert McCormick | $1,014,000 | $975,022 | $0 | $912,600 | $3,646,851 |
| 2 | NY Tompkins Financial Corporation | 2025 | Stephen Romaine | 890,000 | 629,769 | 0 | 594,000 | 3,221,209 |
| 3 | NBT Bank, NA | 2025 | Scott A. Kingsley | 820,192 | 663,375 | 0 | 670,292 | 2,990,037 |
| 4 | Camden National Corporation | 2025 | Simon Griffiths | 856,731 | 700,245 | 0 | 603,610 | 2,318,520 |
| 5 | Bar Harbor Bank & Trust | 2025 | Curtis Simard | 760,000 | 494,000 | — | 627,000 | 1,925,946 |
| 6 | Pathfinder Bancorp, Inc. | 2025 | James Dowd | 440,000 | 1,167,600 | 0 | 0 | 1,820,456 |
| 7 | Five Star Bancorp | 2025 | James Beckwith | 698,988 | 439,963 | 0 | 605,365 | 1,780,757 |
| 8 | ARROW FINANCIAL CORP | 2025 | David DeMarco | 715,850 | 243,265 | 0 | 379,401 | 1,572,406 |
| 9 | Chemung Financial Corporation | 2025 | Anders Tomson | 720,300 | 230,044 | 0 | 0 | 1,417,130 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| ARROW FINANCIAL CORP | not disclosed | Restricted Stock 100 | not disclosed | Pearl Meyer & Partners, LLC |
| Bar Harbor Bank & Trust | 150% | PSU 50 · RSU 50 | No | Aon Corporation |
| Camden National Corporation | not disclosed | not disclosed | No | Meridian Compensation Partners, LLC |
| Chemung Financial Corporation | not disclosed | RSU 100 | not disclosed | Aon |
| Five Star Bancorp | not disclosed | PSU 50 · RSU 50 | No | Pearl Meyer Partners, LLC |
| NBT Bank, NA | 108.33% | PSU 50 · RSU 50 | Yes — Relative 3-year TSR | Meridian Compensation Partners, LLC |
| NY Tompkins Financial Corporation | 120% | PSU 50 · RSU 50 | No | AON Human Capital Solutions, a division of Aon, plc |
| Pathfinder Bancorp, Inc. | not disclosed | RSU 50 · PRSU 50 | No | Blanchard Consulting Group |
| Trustco Bank Corp. | 90% | PSU 60 · RSU 40 | No | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, David DeMarco | DEF 14A | 2026-04-23 | 0000717538-26-000045 | Section “Executive Compensation”. As printed: 1,572,406. Filing ↗machine: span 519962–519971 |
| 2 | Section 01, SEVP Penko K. Ivanov | DEF 14A | 2026-04-23 | 0000717538-26-000045 | Section “Executive Compensation”. As printed: 787,036. Filing ↗machine: span 529387–529394 |
| 3 | Section 01, SEVP Andrew J. Wise | DEF 14A | 2026-04-23 | 0000717538-26-000045 | Section “Executive Compensation”. As printed: 729,216. Filing ↗machine: span 539743–539750 |
| 4 | Section 01, Marc Yrsha | DEF 14A | 2026-04-23 | 0000717538-26-000045 | Section “Executive Compensation”. As printed: 708,269. Filing ↗ |
| 5 | Section 01, Michael Jacobs | DEF 14A | 2026-04-23 | 0000717538-26-000045 | Section “Executive Compensation”. As printed: 470,629. Filing ↗machine: span 555599–555606 |
| 6 | Section 01, Brooke Pancoe | DEF 14A | 2026-04-23 | 0000717538-26-000045 | Section “Executive Compensation”. As printed: 447,527. Filing ↗machine: span 558905–558912 |
| 7 | Section 07, pay ratio | DEF 14A | 2026-04-23 | 0000717538-26-000045 | Section “CEO Pay Ratio”. As printed: 25 : 1. Filing ↗ |
| 8 | Section 08, James M. Dawsey | DEF 14A | 2026-04-23 | 0000717538-26-000045 | Section “Director Compensation”. As printed: 824. Filing ↗ |
| 9 | Section 08, Colin L. Read | DEF 14A | 2026-04-23 | 0000717538-26-000045 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 10 | Section 08, Daniel J. White | DEF 14A | 2026-04-23 | 0000717538-26-000045 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 11 | Section 08, David G. Kruczlnicki | DEF 14A | 2026-04-23 | 0000717538-26-000045 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 12 | Section 08, Mark L. Behan | DEF 14A | 2026-04-23 | 0000717538-26-000045 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 13 | Section 08, Philip C. Morris | DEF 14A | 2026-04-23 | 0000717538-26-000045 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 14 | Section 08, Gregory J. Champion | DEF 14A | 2026-04-23 | 0000717538-26-000045 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 15 | Section 08, Raymond F. O'Conor | DEF 14A | 2026-04-23 | 0000717538-26-000045 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 16 | Section 08, Kristine M. Duffy | DEF 14A | 2026-04-23 | 0000717538-26-000045 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 17 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 18 | Section 09b board cost (computed) | Computed | — | — | Cash 256,356 + equity 9,888 + all other 0 = 266,244, summed across the director compensation table rows.machine: formula: Σ = 266,244 |
| 19 | Trustco Bank Corp., Section 10b CEO total | DEF 14A | 2026-04-01 | 0001140361-26-012717 | CEO total compensation as printed in Trustco Bank Corp.'s own proxy. As printed: 3,646,851. Filing ↗machine: t371 · r3 · c25 · span 1057327–1057336 |
| 20 | NY Tompkins Financial Corporation, Section 10b CEO total | DEF 14A | 2026-04-06 | 0001140361-26-013350 | CEO total compensation as printed in NY Tompkins Financial Corporation's own proxy. As printed: 3,221,209. Filing ↗machine: r3 · c27 · span 696857–696866 |
| 21 | NBT Bank, NA, Section 10b CEO total | DEF 14A | 2026-04-06 | 0001140361-26-013237 | CEO total compensation as printed in NBT Bank, NA's own proxy. As printed: 2,990,037. Filing ↗machine: r2 · c22 · span 862129–862138 |
| 22 | Camden National Corporation, Section 10b CEO total | DEF 14A | 2026-04-03 | 0000750686-26-000017 | CEO total compensation as printed in Camden National Corporation's own proxy. As printed: 2,318,520. Filing ↗machine: r4 · c24 · span 977361–977370 |
| 23 | Bar Harbor Bank & Trust, Section 10b CEO total | DEF 14A | 2026-03-19 | 0001104659-26-032086 | CEO total compensation as printed in Bar Harbor Bank & Trust's own proxy. As printed: 1,925,946. Filing ↗ |
| 24 | Pathfinder Bancorp, Inc., Section 10b CEO total | DEF 14A | 2026-04-22 | 0001193125-26-169428 | CEO total compensation as printed in Pathfinder Bancorp, Inc.'s own proxy. As printed: 1,820,456. Filing ↗machine: r4 · c14 · span 460062–460071 |
| 25 | Five Star Bancorp, Section 10b CEO total | DEF 14A | 2026-03-30 | 0001628280-26-022075 | CEO total compensation as printed in Five Star Bancorp's own proxy. As printed: 1,780,757. Filing ↗machine: span 236440–236449 |
| 26 | ARROW FINANCIAL CORP (subject), Section 10b CEO total | DEF 14A | 2026-04-23 | 0000717538-26-000045 | CEO total compensation as printed in ARROW FINANCIAL CORP's own proxy. As printed: 1,572,406. Filing ↗machine: span 519962–519971 |
| 27 | Chemung Financial Corporation, Section 10b CEO total | DEF 14A | 2026-04-23 | 0000763563-26-000009 | CEO total compensation as printed in Chemung Financial Corporation's own proxy. As printed: 1,417,130. Filing ↗machine: span 469180–469189 |
| 28 | Section 10a, Camden National Corporation reciprocity | DEF 14A | — | 0000750686-26-000017 | Camden National Corporation's most recent proxy was read; its disclosed peer group does not include ARROW FINANCIAL CORP. Filing ↗ |
| 29 | Section 10a, NBT Bank, NA reciprocity | DEF 14A | — | 0001140361-26-013237 | NBT Bank, NA's most recent proxy was read; its disclosed peer group does not include ARROW FINANCIAL CORP. Filing ↗ |
| 30 | Section 10a, NY Tompkins Financial Corporation reciprocity | DEF 14A | — | 0001140361-26-013350 | NY Tompkins Financial Corporation's most recent proxy was read; its disclosed peer group does not include ARROW FINANCIAL CORP. Filing ↗ |
| 31 | Section 10a, Bar Harbor Bank & Trust reciprocity | DEF 14A | — | 0001104659-26-032086 | Bar Harbor Bank & Trust names ARROW FINANCIAL CORP in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 32 | Section 10a, Trustco Bank Corp. reciprocity | DEF 14A | — | 0001140361-26-012717 | Trustco Bank Corp.'s most recent proxy was read; its disclosed peer group does not include ARROW FINANCIAL CORP. Filing ↗ |
| 33 | Section 10a, Chemung Financial Corporation reciprocity | DEF 14A | — | 0000763563-26-000009 | Chemung Financial Corporation's most recent proxy was read; its disclosed peer group does not include ARROW FINANCIAL CORP. Filing ↗ |
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