Gregory Champion
About Gregory J. Champion
Age 70; independent Class A director of Arrow Financial Corporation since 2021; director of subsidiary banks (Arrow Bank, formerly GFNB since 2018; SNB since 2022). Retired attorney and former Chief Legal Officer of Syncromune, Inc.; previously managing member of the Albany office of Bond, Schoeneck & King, PLLC. BA from St. Lawrence University and JD (summa cum laude) from Syracuse University College of Law; over 30 years advising public and private companies on corporate governance, including service as corporate secretary .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syncromune, Inc. | Chief Legal Officer | Not disclosed | Corporate governance, public company advisory |
| Bond, Schoeneck & King, PLLC (Albany office) | Managing Member | Not disclosed | Legal practice leadership; governance advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in biography |
Board Governance
- Committee assignments: Audit Committee member; Governance Committee member; not a chair .
- Independence: Board determined Champion is independent under NASDAQ standards; qualifies for Audit Committee independence requirements per SEC rules .
- Attendance and engagement: Audit Committee met seven times in 2024 with all then-serving members attending; Governance Committee met five times with all then-serving members attending. Independent directors held five executive sessions in 2024; Board held four regular and three special meetings. All directors met the SEC 75% attendance requirement, with two isolated meeting absences by other directors .
- Financial expert designation: Audit Committee financial experts are Kruczlnicki, Read, and White; Champion is not designated a “financial expert” .
Fixed Compensation
- 2024 director fee schedule (approved January 2024): Arrow Director annual retainer $30,000; GFNB Director $24,000; SNB Director $12,000; Audit Committee member $4,000; Compensation/Governance/NCIAS/Wealth/Upstate Agency member $2,500; Audit/Comp/Governance chair $10,000; NCIA/Wealth chair $7,500; Upstate Agency chair $5,000; Arrow Board Chair $25,000; GFNB Chair $10,000; SNB Chair $10,000 (removed September 2024) .
| Component (2024) | Amount |
|---|---|
| Fees earned or paid in cash | $36,250 |
| Stock awards (portion of fees paid in stock under 2023 DSP) | $36,250 |
| Dividends on unvested restricted stock | $227 |
| Total 2024 director compensation | $83,142 |
- Deferred compensation elections: No directors elected fee deferral in 2024 under the Directors’ Deferred Compensation Plan .
Performance Compensation
- Long-term incentive equity awards to directors: Restricted stock granted May 29, 2024; vests ratably over four years .
| Equity Award Detail | Value / Count | Terms |
|---|---|---|
| Restricted stock grant (May 29, 2024) | $10,415 grant-date fair value; 412 shares unvested at 12/31/2024 | Vests 25% per year over 4 years |
| Outstanding stock options (aggregate, vested/unvested) | 2,637 options at 12/31/2024 | 10-year max term; historical director options vest ratably over 4 years; potential acceleration at change-in-control or case-by-case |
- Performance metrics tied to director compensation: None disclosed; director equity grants are time-based and not linked to financial/ESG metrics .
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Arrow Bank (subsidiary, formerly GFNB/SNB) | Director | Active | GFNB since 2018; SNB since 2022 |
| Public company boards (outside Arrow) | — | None disclosed | No external public boards listed in biography |
- Related-party transactions: No related party transactions disclosed for Champion; Board independence review highlighted transactions for other directors (Casaccio, Dake, Dawsey, Owens) but not Champion .
Expertise & Qualifications
- Governance/legal: Extensive corporate governance advisory experience; former corporate secretary; senior legal leadership roles .
- Banking oversight: Serves on Audit and Governance Committees, supporting financial reporting and board effectiveness .
- Education: BA (St. Lawrence University), JD (summa cum laude, Syracuse University College of Law) .
Equity Ownership
- Stock ownership guidelines: 5× basic Arrow Director annual retainer market value required within five years; unvested awards/options do not count; measured at fiscal year-end .
| Beneficial Ownership (Record Date: April 7, 2025; SO: 16,670,684) | Shares / % |
|---|---|
| Shares owned | 7,668 |
| Restricted shares vesting within 60 days | 103 |
| Options exercisable within 60 days | 1,857 |
| Total beneficial ownership | 9,628 (<1%) |
- Hedging/pledging: Policy prohibits Section 16 insiders from hedging or pledging company stock .
Insider Trades
| Item | 2024 Status |
|---|---|
| Section 16(a) timeliness | No late filings listed for Champion; several late filings noted for other directors/officers |
Governance Assessment
- Independence and committee load: Champion is independent and sits on both Audit and Governance—positions central to investor confidence around financial reporting integrity and board effectiveness .
- Attendance/engagement: Full committee attendance across Audit (7 meetings) and Governance (5 meetings) in 2024 by then-serving members; independent directors held five executive sessions—signals active oversight. Board-wide attendance met SEC standards .
- Compensation alignment: Mix of cash and stock for 2024; ongoing equity grants vest over four years, supporting long-term alignment; directors can elect fee payments in stock (Champion received both cash and stock), consistent with shareholder alignment intent .
- Expertise coverage: Deep legal/governance background adds board process rigor; not designated as Audit Committee “financial expert,” but Audit Committee has multiple designated experts, balancing skill composition .
- Related-party/Conflicts: No RPTs disclosed for Champion; independence affirmed. Audit Committee oversees insider/RPT review, mitigating conflicts risk .
RED FLAGS
- Shareholder derivative complaint filed December 12, 2023 named all board members during the class period (including Champion as a sitting director); settlement in principle entails governance adjustments (court approval pending). Financial impact not material but indicates historical oversight scrutiny and ongoing governance remediation .
- Historical material weaknesses in internal controls over financial reporting disclosed for 2022–2023; Audit Committee oversight of remediation and 2024 controls noted—investors should monitor continued ICFR improvement under Audit Committee governance, where Champion is a member .
Positive Signals
- Separation of Chair and CEO roles; frequent executive sessions; strong committee independence; Say-on-Pay approval at 2024 meeting (89% favorable in prior year period)—supporting governance credibility .