Elizabeth Miller
About Elizabeth Miller
Elizabeth A. Miller, age 71, has served as an independent director of Arrow Financial Corporation since 2017 and sits on the boards of Arrow’s subsidiary banks (GFNB since 2015; SNB since 2022). She is President and CEO of Miller Mechanical Services, Inc. and Miller Industrial Manufacturing, holds bachelor’s and master’s degrees from the College of Saint Rose, and is recognized for community and local manufacturing expertise . The Board has determined she meets NASDAQ general independence standards and serves on the Audit Committee under the SEC’s more stringent independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arrow Financial Corporation (Holding Company) | Independent Director | 2017–present | Audit Committee; Governance Committee |
| Arrow Bank (formerly GFNB and SNB) | Director | GFNB: 2015–present; SNB: 2022–present | Subsidiary board service considered in director compensation |
| Miller Mechanical Services, Inc. | President & CEO | Not disclosed | Local manufacturing and operations expertise |
| Miller Industrial Manufacturing | President & CEO | Not disclosed | Local manufacturing and operations expertise |
External Roles
| Organization/Activity | Role | Tenure | Notes |
|---|---|---|---|
| Downtown Glens Falls | Leading commercial and residential investor | Not disclosed | Local economic engagement |
Board Governance
- Committee assignments: Audit Committee member; Governance Committee member; not a committee chair .
- Audit Committee independence: Meets SEC’s heightened independence requirements for Audit Committee membership (financial experts designated are Kruczlnicki, Read, White; Miller is independent but not named as a financial expert) .
- Attendance and engagement: Audit Committee met 7 times in 2024 with full attendance by all then-serving members; Governance Committee met 5 times with full attendance; board held 4 regular and 3 special meetings in 2024 with all directors meeting the 75% attendance threshold .
- Executive sessions: Independent directors held five executive sessions in 2024, chaired by the Board Chair .
- Independence status: Determined independent under NASDAQ standards (Miller listed among independent directors) .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Arrow Director Annual Retainer | $30,000 | Board-approved 2024 fee schedule |
| GFNB Director Annual Retainer | $24,000 | Board-approved 2024 fee schedule |
| SNB Director Annual Retainer | $12,000 | Board-approved 2024 fee schedule |
| Audit Committee Membership Fee | $4,000 | Board-approved 2024 fee schedule |
| Governance Committee Membership Fee | $2,500 | Board-approved 2024 fee schedule |
| 2024 Fees Paid in Cash | $0 | Miller elected 100% of fees in stock under 2023 DSP; table shows “—” cash |
| 2024 Stock Awards (fee portion) | $72,500 | Paid in Company stock per 2023 Directors’ Stock Plan |
| Dividends on Unvested Restricted Stock | $227 | 2024 amount |
| 2024 Director Compensation Total | $83,142 | Sum of stock awards + RS grant + dividends |
- Election to receive fees in stock: Directors Dake, Dawsey, and Miller elected to receive 100% of their fees in Company common stock for 2024 under the 2023 Directors’ Stock Plan .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (Director) | May 29, 2024 | 412 | $10,415 | Vests ratably over four years (25% per year) |
- LTIP framework: Director equity awards granted under the Arrow Financial Corporation 2022 Long-Term Incentive Plan; directors historically received stock options, with 2024 grants shifted to time-based restricted stock; no director-specific performance metrics disclosed for equity awards (time-based vesting) .
- Director deferred compensation: No directors elected to defer fees in 2024 under the Directors’ Deferred Compensation Plan .
Other Directorships & Interlocks
- Other public company boards: No other public company directorships disclosed in Miller’s proxy biography .
- Related-party transactions: No 2024 related-party transactions disclosed for Miller above $120,000; summary of transactions above the threshold references Stewart’s Shops (Director Dake) and prior transactions for other directors, not Miller .
Expertise & Qualifications
- Manufacturing and operations: President & CEO roles in local manufacturing companies; strong understanding of local business base .
- Governance qualifications: Independent director; Audit Committee member under SEC independence criteria; contributes community and economic perspective .
- Education: Bachelor’s and master’s degrees from the College of Saint Rose .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares Owned | 41,575 | Includes direct and certain indirect holdings |
| Indirect Holdings | 5,847 | Held in the Miller Family Partnership, L.P. |
| Restricted Shares Vesting Within 60 Days | 103 | As of record date (Apr 7, 2025) |
| Unvested Restricted Stock Outstanding | 412 | As of Dec 31, 2024 |
| Options Exercisable Within 60 Days | 5,659 | As of record date (Apr 7, 2025) |
| Total Unexercised Stock Options | 6,439 | Aggregate (vested and unvested) |
| Total Beneficial Ownership | 47,337 | <1% of outstanding shares |
| Ownership Guidelines | 5x Arrow director retainer | Directors expected to hold shares equal to 5× the basic annual retainer; compliance measured annually; unvested awards and unexercised options excluded |
- Insider trading/hedging policy: Hedging and pledging are prohibited for Section 16 insiders; blackout windows apply; no pledging by Miller disclosed .
Governance Assessment
- Board effectiveness: Dual committee service (Audit, Governance) with documented full committee attendance in 2024 indicates strong engagement; independence under NASDAQ and SEC Audit Committee rules supports effective oversight .
- Alignment: 100% of director fees taken in stock (2024) plus ongoing time-vested RS grants enhances shareholder alignment versus pure cash retainer; ownership of 47,337 shares and 6,439 options further reinforces alignment .
- Pay structure: Director compensation is balanced between retainers (Arrow and subsidiaries) and equity; no performance-based director metrics disclosed (time-based vesting), reducing risk of misaligned short-term incentives .
- Conflicts/related parties: No related-party transactions disclosed for Miller above the $120,000 threshold in 2024; independence affirmed for Audit Committee membership .
- Shareholder signals: 2025 say‑on‑pay passed (8,866,974 for; 679,350 against; 216,447 abstain), and auditor ratification passed; prior-year say‑on‑pay support noted in CD&A framework (89% in 2024), indicating generally supportive shareholder sentiment on compensation governance .
- Risk context: Company previously disclosed material weaknesses tied to 2022 core system conversion, with Audit Committee oversight and new auditor appointment; derivative suit settlement in principle includes governance adjustments—context heightens the importance of Audit Committee rigor (Miller is a member) .
Director Compensation Detail (2024)
| Category | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | — | Elected to receive 100% fees in stock |
| Stock Awards (fee portion) | $72,500 | Under 2023 DSP; valued at distribution date prices |
| Restricted Stock Awards | $10,415 | Granted May 29, 2024; 412 shares; four-year ratable vesting |
| Dividends on Unvested RS | $227 | 2024 dividends |
| Total 2024 Director Compensation | $83,142 | Sum of components |
Shareholder Votes and Committee Practices (Context)
- 2025 AGM outcomes: All director nominees elected; say‑on‑pay approved; Crowe ratified as independent auditor .
- Compensation Committee consultant: Pearl Meyer periodically engaged; certified independent; provided executive and director compensation support in 2024 .
RED FLAGS (explicit)
- None disclosed for Miller: No related‑party transactions over threshold; no hedging/pledging exposure disclosed; attendance thresholds met; not named in Compensation Committee interlocks .
Overall, Miller’s independence, full committee attendance, and equity‑heavy fee election strengthen alignment and board oversight credibility; absence of related‑party transactions and adherence to stock ownership and insider policies mitigate conflict risk .