Brooke Pancoe
About Brooke Pancoe
Brooke M. Pancoe, 39, is Executive Vice President and Chief Human Resources Officer (CHRO) of Arrow Financial Corporation and Arrow Bank, serving in the CHRO role since February 1, 2024 after joining Arrow in 2018 as Director of Human Resources. She holds a BA in Psychology from Clark University and an MBA from the University at Albany, and maintains a professional HR certification, overseeing organizational design, succession planning, talent acquisition and retention, performance management, professional development, and compensation and benefits . As a Section 16 officer, she filed her initial Form 3 on April 29, 2024 disclosing equity holdings and option grants . Company performance metrics used to determine executive annual incentives include Internal Net Operating Earnings (NOE), ROE, efficiency ratio, non-performing loans and charge-offs; in 2023 the Other NEOs’ funding totaled 71.09% based on actuals versus targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arrow Financial Corporation | Director of Human Resources | 2018–Jan 2024 | Led HR strategy spanning organizational design, succession, talent acquisition/retention, performance management, professional development, and compensation/benefits . |
| Arrow Financial Corporation and Arrow Bank | Executive Vice President, Chief Human Resources Officer | Feb 2024–present | Executive oversight of the company’s human resources strategies and execution across Arrow and Arrow Bank . |
| Power generation and engineering services industry (prior to Arrow) | HR management roles | Pre-2018 | Held various HR management positions; specific employers not disclosed . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public-company directorships or committee roles disclosed in Arrow’s 10-Ks or proxies . |
Fixed Compensation
- Arrow’s proxy does not disclose Pancoe’s base salary or bonus targets; she is not listed among Named Executive Officers (NEOs) with published pay tables in 2024–2025 proxies .
- Company program features: stock ownership policy (CEO 3x salary; other NEOs 1x; five-year compliance window), hedging prohibited and pledging requires Board approval, double-trigger change-of-control, and clawback policy aligned with SEC/Nasdaq rules and expanded for misconduct .
Performance Compensation
Annual Incentive (STIP) framework used for executives (FY 2023)
| Metric | Weight (Other Executives) | Target | Actual | Payout (% funded for Other NEOs) |
|---|---|---|---|---|
| Internal NOE ($M) | 80% | $50.00 | $34.47 | 55.15% |
| ROE (using Internal NOE) | 5% | 13.48% | 9.50% | 3.52% |
| Efficiency Ratio | 5% | 55.45% | 65.18% | 4.01% |
| Non-Performing Loans | 5% | 0.50% | 0.66% | 3.40% |
| Net Charge-Offs | 5% | 0.15% | 0.08% | 5.00% |
| Total | 100% | — | — | 71.09% (Other NEOs) |
Notes: Arrow’s STIP includes a “master governor” limiting total participant pool to 10% of Net Operating Earnings after subtracting 7% of year-end shareholders’ equity; the Compensation Committee retains discretion .
Equity awards and vesting (Brooke Pancoe)
| Award Type | Grant/Transaction Date | Shares | Strike/Grant Price | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Restricted Stock (Rule 16b-3 grant) | 05/29/2024 | 823 | $0 | 25% per year on 05/29/2025, 05/29/2026, 05/29/2027, 05/29/2028 | N/A |
| Employee Stock Option | First vest: 01/27/2022 | 1,093 | $27.04 | 25% per year starting one year from grant date | 01/27/2031 |
| Employee Stock Option | First vest: 01/26/2024 | 1,591 | $33.78 | 25% per year starting one year from grant date | 01/26/2032 |
| Employee Stock Option | First vest: 02/01/2025 | 1,545 | $31.47 | 25% per year starting one year from grant date | 02/01/2033 |
Equity Ownership & Alignment
| Category | Amount | As-of | Source |
|---|---|---|---|
| Common shares owned directly | 513 | 04/29/2024 | |
| Common shares owned indirectly (spouse) | 25 | 04/29/2024 | |
| Restricted stock (unvested) | 823 | 05/30/2024 filing | |
| Stock options outstanding (total) | 4,229 | 04/29/2024 | |
| Shares outstanding (Arrow) | 16,717,564 | 02/28/2025 | |
| Ownership % of common outstanding (direct+indirect) | ~0.003% | 02/28/2025 | Calculated from holdings and shares outstanding |
- Hedging/pledging: Hedging is prohibited for Section 16 officers; pledging requires Board approval .
- Stock ownership guidelines: CEO 3x salary; other NEOs 1x salary; five-year compliance window; Board discretion for exceptions (guideline applies to NEOs; Pancoe’s compliance status not disclosed) .
- Section 16 timing: Arrow disclosed late initial Form 3 filings for Jacobs, Pancoe, and Yrsha upon appointment as executive officers .
Employment Terms
- Change-of-control: Company employment agreements for NEOs include double-trigger mechanisms (COC event plus termination for good reason/without cause) .
- Clawback: Policy compliant with SEC/Nasdaq; also allows discretionary recoupment of time- or performance-based pay for misconduct, dishonesty, or unethical conduct .
- No tax gross-ups and no option repricing: Company policy states no tax gross-ups and bans repricing without shareholder approval .
- Specific employment agreement, severance and non-compete terms for Pancoe are not disclosed in SEC filings reviewed .
Investment Implications
- Alignment and selling pressure: Pancoe’s equity exposure is modest relative to float (direct+indirect ~0.003%), with vesting over 2025–2028 for 823 restricted shares and staggered option vesting/expirations through 2033, implying limited insider selling pressure from her grants under normal circumstances .
- Governance safeguards: Hedging prohibition, pledging oversight, clawback, and double-trigger COC reduce misalignment and windfall risk, supporting investor confidence in compensation governance even though Pancoe-specific pay terms are not public .
- Execution scope: As CHRO with enterprise-wide remit over succession and talent, Pancoe influences long-term operating resilience; however, no individual performance payouts or severance economics are disclosed, limiting direct pay-for-performance assessment at the officer level .