Andrew Wise
About Andrew Wise
Andrew J. Wise is Senior Executive Vice President and Chief Risk Officer (CRO) of Arrow Financial Corporation, appointed effective February 1, 2024; he previously served as Senior Executive Vice President and Chief Operating Officer (COO) in 2023 and early 2024 . He also serves as Corporate Secretary of Arrow Financial, signing the 2025 proxy and overseeing shareholder communications processes administered by the Corporate Secretary . Arrow’s pay-versus-performance disclosures emphasize EPS, TSR, and net income linkages to compensation; for 2024 the company weighted EPS at 80% in the annual incentive design and reported actual EPS of $2.05 versus a $2.35 target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arrow Financial Corporation | Senior EVP & COO | 2023–early 2024 | Role change disclosed; specific impact not detailed in proxy |
| Arrow Financial Corporation | Senior EVP & CRO | Feb 2024–present | CRO appointment effective 2/1/2024; risk leadership role noted by title |
| Arrow Financial Corporation | Corporate Secretary | 2025 | Corporate Secretary signs proxy; oversees shareholder communications routing |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Base Salary ($) | $325,000 | $336,538 | $365,000 | $375,950 |
| Target STIP % | — | — | 40% | 40% |
| Actual STIP Bonus Paid ($) | $145,268 | $105,000 | $135,050 | — |
Performance Compensation
2024 STIP design and outcomes
| Metric | Weighting | Target | Actual | Payout status |
|---|---|---|---|---|
| EPS | 80% | $2.35 | $2.05 | Between Threshold & Target |
| Tangible Book Value Growth | 5% | 6.50% | 6.52% | Between Target & Maximum |
| ROA | 5% | 0.95% | 0.81% | Between Threshold & Target |
| Non-Performing Loans | 5% | 0.50% | 0.62% | Between Threshold & Target |
| Net Charge-Offs | 5% | 0.15% | 0.06% | Maximum |
| 2024 STIP Outcome | Amount | % of Base Target |
|---|---|---|
| Wise annual incentive (paid Feb 2025) | $135,050 | 92.5% |
Note: The Compensation Committee may apply discretion; 2024 actual performance measures were adjusted for non-core items approved by the Board and Compensation Committee .
LTIP awards and vesting
| Grant Date | Award Type | Shares/Options | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| 5/29/2024 | Restricted Stock | 2,056 | $51,976 | 25% per year over 4 years |
| Jan 2025 | Restricted Stock | 3,301 | $91,273 | 25% per year over 4 years |
Equity Ownership & Alignment
Beneficial ownership (as of April 7, 2025)
| As-of Date | Shares Owned | Restricted Shares Vesting ≤60 days | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| 4/7/2025 | 15,115 | 514 | 16,278 | 31,907 | <1% (*) |
| Shares Outstanding | 16,670,684 |
(*) Denotes less than 1% per proxy table notation .
Outstanding equity and recent activity
| Series (Expiration) | Strike | Exercisable | Unexercisable |
|---|---|---|---|
| 1/25/2027 | $30.26 | 614 | — |
| 1/29/2030 | $31.34 | 5,628 | — |
| 1/27/2031 | $27.04 | 2,116 | 1,367 |
| 1/26/2032 | $33.78 | 2,652 | 2,652 |
| 2/1/2033 | $31.47 | 1,287 | 3,863 |
| Unvested Restricted Stock (12/31/2024) | Shares | Market Value |
|---|---|---|
| RS (2024 award) | 2,056 | $59,028 |
| 2024 Option Exercises | Shares Exercised | Value Realized |
|---|---|---|
| Wise | 5,953 | $28,594 |
Policies:
- Hedging and pledging by Section 16 officers are prohibited .
- Stock ownership and insider trading policies are maintained .
Employment Terms
| Item | Terms |
|---|---|
| Current Employment Agreement | Effective Feb 1, 2025; two-year term; base salary $375,950; target bonus 40% of base |
| Prior Agreement | Effective Feb 1, 2024; two-year term; base salary $365,000; target bonus 40% of base |
| Severance (Involuntary w/o Cause or Good Reason) | Lump-sum equal to greater of remaining-term base salary or one year’s base salary |
| Change of Control (double-trigger) | If terminated within 12 months post-CoC, paid over two years: 2x (base salary + target STIP bonus) for Wise, subject to offsets; CEO at 3x |
| Equity on Change of Control | All outstanding equity awards vest immediately upon CoC, regardless of termination |
| Health & Welfare Continuation (illustrative) | Projected cost for 24 months of medical/dental/life benefits; Wise estimate $50,197 in termination scenarios |
| SERP/Retirement | 2024 actuarial change: Pension Plan +$56,036; SERP −$31,277 for Wise ; SERP ESOP account value $44,681 in termination table |
| Clawback Policy | Adopted in 2023; SEC/Nasdaq-compliant with broader recoupment for cash/equity under certain triggers |
| Governance Policies | No tax gross-ups; no option repricing; ownership and insider trading policies maintained; double-trigger CoC payments |
Compensation Structure Notes
- Base salary increased from $350,000 (Jul 1, 2023) to $365,000 (Feb 1, 2024) and to $375,950 (early 2025) reflecting 4.3% and 3.0% merit increases respectively .
- Shift toward time-based restricted stock awards in 2024 and 2025 under the 2022 LTIP; options outstanding are from prior grants and vest ratably over four years .
- 2024 annual incentive heavily weighted to EPS (80%) with multi-factor risk/quality metrics (TBV growth, ROA, NPLs, net charge-offs); Wise’s 2024 payout was 92.5% of target despite EPS below target, with adjustments for non-core items disclosed .
Investment Implications
- Alignment appears reasonable: beneficial ownership plus unvested equity, prohibition on hedging/pledging, and stock ownership policy reduce misalignment risk .
- Retention risk is mitigated by two-year employment term, multi-year RS vesting, and severance protections; double-trigger CoC severance at 2x base+target and immediate equity vesting on CoC provide change-in-control economics typical for peers .
- Short-term selling pressure signals are limited: 2024 option exercise value realized was modest ($28,594), and unvested RS remains significant; overall ownership is <1% of shares outstanding .
- Pay-for-performance: 2024 STIP was driven by EPS and credit quality metrics; with EPS below target, committee adjustments and diversified metrics produced near-target payouts, suggesting balanced incentive calibration within banking risk parameters .