David Kruczlnicki
About David G. Kruczlnicki
Independent director of Arrow Financial Corporation since 1989 (age 72), with 36 years of board tenure as of 2025. Former President and CEO of Glens Falls Hospital (1989–2013); currently President of a consulting firm advising nonprofits and an instructor at Siena College, Clarkson University Graduate School, and UNC/Chapel Hill. Education: B.S. (Siena College) and M.S. (Rensselaer Polytechnic Institute). Recognized for oversight of finance and human resources and extensive directorship experience across private and regional organizations.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glens Falls Hospital | President & CEO | 1989–2013 | Led large regional medical center; experience overseeing finance and HR; served on boards of several hospital affiliates and health-related organizations |
| Pruyn & Company (private paper company) | Director | Not disclosed | Local private company directorship; governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Consulting firm (nonprofit advisory) | President | Current | Advises nonprofits on business planning |
| Siena College | Instructor | Current | Teaching role |
| Clarkson University Graduate School | Instructor | Current | Teaching role |
| UNC/Chapel Hill | Instructor | Current | Teaching role |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair (serving as chair since 2013) .
- Independence: Determined independent under NASDAQ and SEC standards; also qualifies as an “Audit Committee Financial Expert” .
- Attendance: In 2024, the Board held 4 regular and 3 special meetings; all directors met >75% attendance threshold. Audit Committee met 7 times (all members attended); Compensation Committee met 5 times (one member missed one meeting) .
- Executive sessions: Independent directors held five executive sessions in 2024, chaired by the Board Chair; no management present .
- Board leadership: Chair and CEO roles are separated; strong independent director presence .
- Compensation Committee practices: Uses independent consultant Pearl Meyer, which certified independence; oversight of pay-for-performance, risk, and policies .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 40,000 | Cash portion of annual/director and committee retainers |
| Stock Awards (DSP) | 40,000 | Portion of 2024 directors’ fees paid in common stock under 2023 Directors’ Stock Plan |
| Restricted Stock Awards | 10,415 | Granted May 29, 2024; time-based vesting over four years |
| Dividends on Unvested Restricted Stock | 227 | Cash dividends paid on unvested RS |
| Other Compensation (interest on deferred comp) | 1,170 | Interest earned under Directors’ Deferred Compensation Plan |
| Total 2024 Director Compensation | 91,812 | Sum of all components |
Standard 2024 director fee schedule (for reference):
| Role | Annual Fee ($) |
|---|---|
| Arrow Director | 30,000 |
| GFNB Director | 24,000 |
| SNB Director | 12,000 |
| Audit Committee Member | 4,000 |
| Compensation Committee Member | 2,500 |
| Governance Committee Member | 2,500 |
| Compensation Committee Chair | 10,000 |
Performance Compensation
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Equity awards: Directors received restricted stock in May 2024 under the 2022 LTIP; awards vest ratably over four years; board historically granted options with 10-year terms and may accelerate vesting (e.g., upon change-in-control) .
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Award terms (director): | Award Type | Grant Date | Shares/Status | Fair Value ($) | Vesting | Change-in-Control Terms | |---|---|---|---|---|---| | Restricted Stock | May 29, 2024 | 412 unvested as of 12/31/24 | 10,415 | 25% per year over 4 years | Historically accelerated (Board discretion); directors’ equity may be accelerated upon change-in-control | | Stock Options | Various prior grants | 4,910 unexercised (aggregate) | N/A | Typically ratable over 4 years; 10-year term | Board may accelerate; short post-service exercisability |
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Compensation Committee oversight metrics (context for his chair role): 2024 STIP financial measures and outcomes used for NEO bonuses: | Measure | Weight | Target | Actual (Adj.) | Result | |---|---|---|---|---| | 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 |
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company directorships disclosed |
| Pruyn & Company | Private | Director | No conflict with Arrow disclosed |
| Glens Falls Hospital affiliates | Non-profit/health | Director | Sector experience; no RPT with Arrow disclosed |
Expertise & Qualifications
- Health system CEO experience with financial and HR oversight; deep governance background (multiple boards) .
- Audit Committee Financial Expert designation (SEC definition) .
- Higher-education teaching roles (finance/management domains), supporting risk and compensation oversight capabilities .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Shares owned | 56,882 | Outright/indirect ownership; counts toward ownership guidelines |
| Restricted shares vesting within 60 days | 103 | Unvested; excluded from ownership guideline calculation |
| Options exercisable within 60 days | 4,130 | Excluded from ownership guideline calculation |
| Total Beneficial Ownership | 61,115 | <1% of shares outstanding |
| Ownership guideline | 5× basic annual retainer | 5 × $30,000 = $150,000 target |
| Alignment assessment | Exceeds | 56,882 shares × $28.71 (12/31/24) ≈ $1.63M; comfortably above guideline; unvested equity/options excluded per policy |
Policy safeguards:
- Hedging and pledging policies maintained; directors subject to Section 16 hedging prohibitions; no pledging disclosed in proxy .
Insider Trades
| Year | Form | Disclosure | Notes |
|---|---|---|---|
| 2024 | Late Form 4 | Quarterly retainer fee equity receipt reported | Company disclosed a single late Form 4 filing by Director Kruczlnicki |
Governance Assessment
- Strengths: Long-standing independent director; Compensation Chair since 2013; Audit Committee Financial Expert; robust committee attendance; separation of Chair/CEO; use of independent comp consultant; strong director ownership versus guideline; recurring executive sessions strengthen oversight .
- Pay oversight signals: 2024 say-on-pay approved; STIP metrics balanced across profitability, capital, credit quality; LTIP uses time-based equity fostering long-term alignment; clawback, no option repricing, no tax gross-ups; double-trigger CoC for executives (committee purview) .
- Risk/Red flags: Very long tenure (since 1989) may present independence perception risk; one late Form 4 filing indicates process lapse (minor); company previously disclosed material weaknesses (2022–2023) tied to core system conversion—Audit Committee oversight and auditor change to Crowe in 2024/2025 mitigate but require continued vigilance; derivative complaint settled in principle with governance adjustments .
- Related-party/Conflicts: No related-party transactions disclosed for Kruczlnicki; Compensation Committee had no interlocks; directors with RPTs (Casaccio, Dawsey, Dake) addressed with independence determinations; Kruczlnicki remains independent .