James Dawsey
About James M. Dawsey
James M. Dawsey (age 72) joined the Arrow Financial Corporation Board in November 2024 after long service on subsidiary boards (SNB since 2010; GFNB since 2022) and as a director of Upstate Agency since 2022. He is President and CEO of MLB Construction Services, LLC, with 45+ years in construction management, and holds a B.S. in Civil Engineering (Manhattan College) and an M.A. in Management (SUNY Plattsburgh); he maintains general contractor licenses in more than 10 states and is a Massachusetts Construction Supervisor member. He also sits on the boards of Local Union 157 and the Eastern Contractors Association. The Board has determined he is not independent under NASDAQ standards due to prior related-party transactions between Arrow and MLB Construction .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MLB Construction Services, LLC | President & CEO | 45+ years | Operational oversight, construction management expertise leveraged by Arrow’s campus renovation |
| Saratoga National Bank (SNB) | Director | Since 2010 | Subsidiary board service; community banking governance |
| Glens Falls National Bank (GFNB) | Director | Since 2022 | Subsidiary board service; bank operations oversight |
| Upstate Agency, LLC | Director | Since 2022 | Insurance subsidiary governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Local Union 157 | Board Member | N/A | Industry labor body |
| Eastern Contractors Association | Board Member | N/A | Construction trade association |
Board Governance
- Independence: Not independent under NASDAQ listing standards because Arrow paid MLB Construction ~$10.9 million in 2022, ~$2.8 million in 2023, and ~$86,000 in 2024 for Arrow’s Glens Falls campus renovation, exceeding thresholds; he does not serve on any Board committees .
- Committee assignments: None; all standing committees (Audit, Compensation, Governance) are comprised of independent directors (Audit Chair: Colin L. Read; Compensation Chair: David G. Kruczlnicki; Governance Chair: Gary C. Dake) .
- Attendance: In 2024, the Board held 4 regular, 3 special, and 17 committee meetings; all then-serving directors met SEC Item 402(b) attendance requirements (>75%); independent directors held five executive sessions .
- Tenure: Appointed to the Arrow Board in November 2024; nominated for election as a Class C director (term to 2028 if elected) .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Arrow Director Annual Retainer | $30,000 | Baseline retainer set January 2024 |
| GFNB Director Annual Retainer | $24,000 | Subsidiary board retainer |
| SNB Director Annual Retainer | $12,000 | Subsidiary board retainer |
| Committee Membership Fees | $0 | Not eligible; not independent; no committee service |
| Chair/Leadership Fees | $0 | Not applicable |
| Dawsey – 2024 Director Compensation Mix | Fees (Cash) | Stock Awards (DSP) | Restricted Stock (LTIP) | Dividends on Unvested RS | Total |
|---|---|---|---|---|---|
| Amounts Paid | — | $41,000 | $5,208 | $113 | $46,321 |
| Notes | Elected 100% of director fees in stock under 2023 DSP | Quarterly stock distributions valued at market on distribution date | Granted May 29, 2024; vests ratably over 4 years | Cash dividends on unvested RS | Partial-year service recognized (appointed Nov 2024) |
Performance Compensation (Director)
- Equity awards: Restricted stock granted May 29, 2024; vesting 25% per year over 4 years; Dawsey held 206 unvested RS as of Dec 31, 2024; options outstanding totaled 1,591 (aggregate, whether vested or not) .
- Structure shift: Board historically granted fixed stock options to non-management directors; in May 2024, the Board approved restricted stock grants for all non-management directors, reinforcing long-term alignment and reducing option risk profile .
- Performance metrics: No explicit financial or ESG performance metrics are tied to director equity awards; vesting is time-based .
| Director Equity Detail | Grant Date | Instrument | Shares/Options | Vesting | Fair Value / Terms | |---|---|---:|---|---| | Dawsey | 2024-05-29 | Restricted Stock | 206 (unvested at 12/31/24) | 25% annually over 4 years | Valued under ASC 718; distributable at market on distribution date | | Dawsey | Various (prior years) | Stock Options | 1,591 (aggregate outstanding) | Typically ratable over 4 years; max term 10 years; exercisable during service with post-termination window | Board may accelerate vesting case-by-case |
Other Directorships & Interlocks
- Public company boards: None disclosed .
- Private/association boards: Local Union 157; Eastern Contractors Association .
- Potential interlocks: MLB Construction relationship with Arrow (see Related Party Transactions) presents a governance exposure and disqualifies independence; Audit Committee oversees related-party transactions .
Expertise & Qualifications
- Civil engineering and construction operations; multi-state licensing; Massachusetts Construction Supervisor member .
- Management and operations oversight with financial strength focus; brings operational efficiency perspective to Arrow’s board .
- Community and industry engagement via union and contractor association boards .
Equity Ownership
| Item | Amount |
|---|---|
| Shares owned (beneficial) | 15,796 |
| Restricted shares vesting within 60 days | 51 |
| Options exercisable within 60 days | 1,202 |
| Total beneficial ownership | 17,049 |
| Percent of shares outstanding | <1% (table) |
| Reference shares outstanding | 16,670,684 (record date) |
| Market price at 12/31/24 | $28.71 |
| Approx. value of owned shares (excludes options, unvested) | ~$453,900 (15,796 × $28.71; computed) |
- Ownership guidelines: Non-management directors must own shares valued at least 5× the basic annual retainer (5×$30,000 = $150,000) within 5 years; common shares count, unvested equity and unexercised options do not count .
- Compliance indication: Based on 12/31/24 market value, Dawsey’s owned shares appear to exceed the 5× retainer guideline; final compliance is measured annually by the Compensation and Governance Committees using year-end holdings .
Related Party Transactions (Conflict Assessment)
- MLB Construction Services, LLC (Dawsey is President & CEO) served as Arrow’s general contractor for the multi-year Glens Falls Main Campus renovation. Arrow paid MLB $10.9 million (2022), $2.8 million (2023), and $86,000 (2024); these amounts render Dawsey not independent under NASDAQ standards .
- Governance controls: Related-party transactions in excess of $120,000 require Audit Committee or Board approval under Arrow’s policy; Audit Committee reviews insider transactions and oversees independence and internal controls .
- RED FLAG: Ongoing or recent material related-party payments to an affiliated company controlled by a director create perceived conflict risk and committee ineligibility; continued transparency and pre-approval mitigants are essential for investor confidence .
Governance Assessment
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Positives
- Deep operational expertise in construction and facilities, relevant to Arrow’s campus renovation and branch infrastructure strategy .
- Strong ownership alignment signals: elected 100% of fees in stock; meaningful personal shareholdings exceeding guideline threshold by market value at year-end .
- Board-level discipline: committee independence preserved; Audit Committee oversight of related-party transactions; robust governance policies (insider trading, hedging/pledging prohibitions, clawback) .
-
Negatives / Risks
- Not independent due to recent material payments to MLB Construction; cannot serve on standing committees, limiting governance leverage in audit/compensation oversight .
- Optics risk: Perceived influence or preferential access tied to Arrow’s capital projects despite pre-approval policy; requires continued disclosure and arm’s-length documentation .
- Litigation context: Derivative matter (filed Dec 12, 2023) naming board members during the Ashe class period is being settled with governance adjustments; although Dawsey joined the Arrow Board after the class period, heightened governance scrutiny persists .
-
Engagement & Attendance
- All then-serving directors met >75% meeting attendance in 2024; independent directors held five executive sessions, indicating active board oversight culture .
-
Compensation Structure Signals
- Shift from options to restricted stock for directors in 2024 supports longer-term alignment and reduces repricing risk; Dawsey’s election to take 100% of fees in stock further aligns incentives .
Overall: Dawsey brings operational depth and strong ownership alignment but is constrained by non-independence stemming from significant related-party transactions; maintaining rigorous Audit Committee oversight and transparent disclosures is critical to mitigate conflict perceptions and preserve investor confidence .