Daniel White
About Daniel J. White
Daniel J. White, age 60, is an independent director of Arrow Financial Corporation appointed in November 2024. A retired Managing Partner of KPMG’s Albany Upstate New York offices and former SEC reviewing partner, he brings 37 years of financial services experience; he holds a B.S. from Siena College and is a licensed CPA in New York. He is nominated as a Class A director with a term expiring at the 2026 Annual Meeting, and the Board has designated him an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP (Albany Upstate NY) | Managing Partner; SEC Reviewing Partner | 37 years (cumulative FS experience) | Deep financial, regulatory, SEC reporting expertise for publicly traded bank holding companies and related financial entities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in the proxy biography |
Board Governance
- Committee assignments: Member, Audit Committee (effective November 5, 2024); not a member of Compensation or Governance Committees.
- Chair roles: None; Audit Committee is chaired by Colin L. Read (chair since 2020).
- Independence: Determined independent under NASDAQ standards; also meets SEC’s more stringent independence requirements for Audit Committee members.
- Financial expertise: Designated “Audit Committee Financial Expert” alongside Kruczlnicki and Read.
- Attendance: In 2024, the Board held 4 regular and 3 special meetings; all then-current directors met the >75% attendance requirement; Audit Committee met 7 times with all then-serving members attending; independent directors held five executive sessions.
- Term and nomination: Class A nominee with term expiring at the 2026 Annual Meeting.
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards (DSP) | Restricted Stock Awards (2022 LTIP) | Dividends on Unvested RS | Other | Total |
|---|---|---|---|---|---|---|
| 2024 | — | — | — | — | — | — |
Director fee schedule approved for 2024 (structure overview):
| Fee Type | Amount (USD) |
|---|---|
| Arrow Director annual retainer | $30,000 |
| GFNB Director annual retainer | $24,000 |
| SNB Director annual retainer | $12,000 |
| Audit Committee member | $4,000 |
| Compensation Committee member | $2,500 |
| Governance Committee member | $2,500 |
| NCIA & Wealth Mgmt Committee member | $2,500 |
| Upstate Agency LLC manager | $2,500 |
| Chair, Audit/Comp/Gov Committees | $10,000 each |
| Chair, NCIA & Wealth Mgmt Committee | $7,500 |
| Chair, Upstate Agency LLC | $5,000 |
| Chair, Arrow Board | $25,000 |
| Chair, GFNB Board | $10,000 |
| Chair, SNB Board | $10,000 (eliminated in Sept 2024) |
Notes:
- 2024 quarterly director payments included a portion payable in Arrow common stock under the 2023 Directors’ Stock Plan (DSP), at each director’s elected percentage; several directors elected 100% stock.
- Directors may defer cash fees under the Directors’ Deferred Compensation Plan; no deferrals were made in 2024.
Performance Compensation
- Equity program: Non-management directors received restricted stock grants (May 29, 2024) under the 2022 LTIP, vesting ratably over four years; grant terms are time-based, not tied to performance metrics.
- As of December 31, 2024, Mr. White held 0 unvested restricted stock awards and 0 stock options (joined November 2024).
Performance metric table (directors):
| Metric Category | Structure | Targets/Conditions | Status |
|---|---|---|---|
| Director equity awards | Time-based RS vesting | 25% per year over 4 years | No performance conditions disclosed |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other public company boards | None disclosed in proxy biography |
| Compensation Committee interlocks (2024) | None existed; no member is a current/former AROW employee; no interlock transactions except Dake related-party noted separately (not applicable to White). |
Expertise & Qualifications
- CPA with extensive SEC reporting and regulatory review experience for financial institutions; prior SEC reviewing partner at KPMG.
- Designated Audit Committee Financial Expert by the Board.
- Brings financial, regulatory, risk management, and strategic growth insight to AROW’s Board.
Equity Ownership
| Holder | Shares Owned | Restricted Shares Vesting ≤60 Days | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| Daniel J. White | 4,162 | 0 | 0 | 4,162 | <1% |
Stock ownership alignment:
- Director stock ownership guidelines require each non-management director to achieve and maintain beneficial ownership equal to at least five times the basic annual retainer within five years of appointment; unvested awards and unexercised options do not count. Compliance status for Mr. White is not disclosed.
- Hedging/pledging: Company policy prohibits Section 16 insiders from hedging or pledging company stock; insider trading windows and Rule 10b5-1 plans apply.
Insider Trades
| Form Type | Filing Status | Description | Date |
|---|---|---|---|
| Form 3 | Late filing | Initial holdings disclosed upon appointment as director | Not stated in proxy |
Governance Assessment
- Board effectiveness: White strengthens Audit Committee oversight with recognized “financial expert” status; he meets SEC and NASDAQ independence requirements for audit members. His KPMG background is relevant, but AROW dismissed KPMG in March 2024 and engaged Crowe for 2024+, mitigating auditor interlock concerns; the Board explicitly determined his independence.
- Engagement and attendance: Audit Committee met 7 times in 2024 (all then-serving members attended); independent directors held five executive sessions. As a late-2024 appointee, his service period was short, but committee participation commenced November 5, 2024.
- Compensation and alignment: No 2024 director compensation due to appointment timing; future compensation will include cash retainers and potential equity (restricted stock) with time-based vesting and the option to elect stock settlement of fees under the DSP, aligning director interests with shareholders.
- Conflicts and related-party exposure: No related-party transactions disclosed for White; the Board’s independence review lists transactions for other directors but none for White.
- Share ownership: Beneficial ownership of 4,162 shares (less than 1%); director ownership guidelines target at least 5x basic retainer within five years; hedging/pledging prohibited.
RED FLAGS
- Minor compliance lapse: Late Form 3 initial ownership filing (administrative).
- Perception risk: Former KPMG leadership may be scrutinized by investors, but KPMG is no longer AROW’s auditor and the Board affirmatively determined Audit Committee independence (mitigates risk).
Positive signals
- Audit Committee Financial Expert designation and independence strengthen capital markets confidence.
- Equity-based director pay and ownership guidelines promote long-term alignment.