Colin Read
About Colin L. Read
Independent director since 2013; age 65. Read is a professor of economics and finance in the SUNY system, former Mayor of Plattsburgh (four-year term following three years on the Clinton County Legislature), and President of ESG Analytics Group. He holds a Ph.D. in economics (Queen’s University), MBA (University of Alaska), JD (University of Connecticut), and a master’s in Taxation (University of Tulsa). He serves on Arrow’s subsidiary bank boards (GFNB since 2010; SNB since 2022) and is designated an Audit Committee Financial Expert; he is independent under NASDAQ standards. Attendance thresholds were met by all directors in 2024, and the Board held five executive sessions of independent directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Plattsburgh, NY | Mayor | 4 years | Local executive leadership (policy, budgeting) |
| Clinton County Legislature, NY | Legislator | 3 years | County governance/service |
External Roles
| Organization | Role | Tenure/Activities | Notes |
|---|---|---|---|
| State University of New York (SUNY) | Professor of Economics & Finance | Teaches money/banking since 1987 | Academic expertise in finance/sustainability |
| ESG Analytics Group | President | Current | ESG risk analytics leadership |
| Author/Media Contributor | Published Author | 12 books on global finance | Media and publications |
Board Governance
- Committee assignments: Audit Committee Chair (since 2020); Governance Committee member. Audit Committee met seven times in 2024 with full attendance.
- Independence: Determined independent under NASDAQ; qualifies as an SEC “Audit Committee Financial Expert”.
- Executive sessions: Five sessions of independent directors in 2024.
- Years of service: Arrow Financial director since 2013; GFNB director since 2010; SNB director since 2022.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $39,250 | Arrow + subsidiary + committee fees |
| Stock Awards (quarterly fee paid in stock under 2023 DSP) | $39,250 | Paid in shares at quarterly closings |
| Dividends on Unvested Restricted Stock | $227 | Cash dividends on unvested RS |
| Total Director Compensation (excl. RS grant) | $78,727 | Cash + stock + dividends |
Fee schedule context (Board-approved): Arrow Director $30,000; GFNB Director $24,000; SNB Director $12,000; Audit Committee member $4,000; Governance Committee member $2,500; Audit/Comp/Governance Chair $10,000.
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting | Dividends |
|---|---|---|---|---|---|
| Restricted Stock | 2024-05-29 | 412 | $10,415 | Ratable over 4 years | $227 in 2024 |
| Director Stock Options (aggregate outstanding as of 12/31/24) | Various prior years | 7,011 | — | Standard director options, 10-year term; historically accelerate on change-in-control | — |
Notes:
- 2024 directors received restricted stock grants under the 2022 LTIP; prior practice emphasized stock options with four-year ratable vesting and 10-year terms. Change-in-control historically accelerates vesting.
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| None disclosed in DEF 14A | — | — |
Read’s biography lists academic/government roles but does not disclose other public-company directorships.
Expertise & Qualifications
- Deep finance/economics expertise; extensive authorship and media contributions; ESG leadership.
- Audit Committee Financial Expert designation (SEC-defined).
- Legal and taxation credentials (JD; master’s in Taxation) complement financial oversight.
Equity Ownership
| Metric (as of 2025-04-07) | Amount | Detail |
|---|---|---|
| Shares Owned | 30,162 | Includes 3,020 held by spouse |
| Restricted Shares Vesting Within 60 Days | 103 | Near-term vest |
| Options Exercisable Within 60 Days | 6,231 | Short-term exercisable |
| Total Beneficial Ownership | 36,496 | <1% of outstanding |
| Unvested Restricted Stock (12/31/24) | 412 | Post-grant inventory |
| Director Stock Ownership Guidelines | 5× basic annual retainer (5-year window to comply) | Unvested/Options excluded from calculation |
Insider trading, hedging, pledging: Company policy prohibits insider trading and restricts activity during blackout periods; directors are covered by insider trading policy. The Company maintains hedging/pledging restrictions for Section 16 insiders; Board approval is required before pledging by NEOs. No pledges by Read are disclosed.
Governance Assessment
- Audit oversight: As Audit Committee Chair and a designated Financial Expert, Read leads oversight of external auditor engagement (Crowe), independence, and remediation of prior control weaknesses tied to a 2022 core system conversion. Audit Committee reports reflect active monitoring and re-engagement processes.
- Independence and attendance: Independent, with committee independence affirmed; committee and board-level attendance exceeded SEC thresholds in 2024; executive sessions held regularly.
- Shareholder vote signals: 2025 election results show Read received 8,881,824 “For” votes vs. 880,947 “Withheld”; Say-on-Pay support remained strong (2025 vote: 8,866,974 For; 2024: 89% approval).
- Related-party exposure: No related-party transactions disclosed for Read; other directors had transactions reviewed under policy thresholds.
- Litigation and governance enhancements: Class action settled (court-approved Feb 13, 2025) without material impact; derivative action settlement-in-principle includes governance adjustments—Board/committees (including Audit chaired by Read) will oversee implementation.
RED FLAGS
- Historical material weaknesses in internal control over financial reporting (linked to 2022 core conversion) increase the importance of strong Audit Committee oversight, which Read chairs. Monitoring of remediation and auditor transition (KPMG → Crowe) remains a key investor focus.
- Withheld votes on Read’s 2025 election (880,947) indicate some investor scrutiny; continued transparent governance practices and control remediation should mitigate confidence risks.
POSITIVE GOVERNANCE SIGNALS
- Independent Audit Chair with financial expert designation and strong attendance.
- Director pay structure includes meaningful equity, aligning interests; quarterly fees partially paid in stock under the 2023 Directors’ Stock Plan.
- Clear ownership guidelines for directors (5× retainer) and insider trading controls.
Overall, Read’s profile combines technical financial competence, independence, and active committee leadership—supportive of board effectiveness amid control remediation and auditor transition—while vote-withhold levels warrant ongoing investor-engagement and governance transparency.