Kristine Duffy
About Kristine D. Duffy, Ed.D.
Independent Class B director of Arrow Financial Corporation, age 59, appointed to the board in November 2024; prior service on subsidiary boards includes GFNB (since 2019), SNB (since 2022), and Upstate Agency, LLC (since 2020). She is the seventh President of SUNY Adirondack (since 2013) and will retire from that role in July 2025. Education: Doctor of Education (Executive Leadership) – St. John Fisher College; M.S. (Guidance and Counseling) – Russell Sage College; B.S. (Business Administration) – SUNY Brockport .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Onondaga Community College | Vice President of Enrollment Management and Student Services | Not disclosed (prior to current role) | Personnel, student services leadership |
| Cayuga Community College | Dean of Enrollment Management | Not disclosed (prior to current role) | Enrollment strategy and operations |
External Roles
| Organization | Role | Start Year | Committees/Impact |
|---|---|---|---|
| SUNY Adirondack | President | 2013 | Executive leadership; retiring July 2025 |
| GFNB (Arrow Bank subsidiary) | Director | 2019 | Local banking oversight |
| SNB (Arrow Bank subsidiary, merged into GFNB) | Director | 2022 | Local banking oversight |
| Upstate Agency, LLC (insurance subsidiary) | Director/Manager | 2020 | Insurance subsidiary governance |
| Warren County Economic Development Corporation | Board role | Not disclosed | Regional economic development |
Board Governance
- Status: Independent director under NASDAQ standards; not affiliated via disqualifying related-party transactions .
- Committee assignments: Not currently a member of Audit, Compensation, or Governance Committees (no listing in committee membership table) .
- Board leadership: Roles of Chair and CEO are separated; no lead independent director is required given current structure .
- Executive sessions: Independent directors held five executive sessions in 2024 .
- Attendance: In 2024, the Board held 7 board meetings and 17 committee meetings; all then-current directors met the SEC’s >75% attendance requirement (one director missed one regular and one missed one special meeting) .
Fixed Compensation
- Director retainers and fees (approved January 2024): 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; NCIA/Wealth Management member $2,500; Upstate Agency manager $2,500; Committee Chair fees range $5,000–$10,000; Board Chair $25,000; GFNB Chair $10,000; SNB Chair fee eliminated September 2024 .
- Deferred compensation plan available; no directors elected to defer fees in 2024 .
| Item | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $21,750 |
| Stock Awards (portion of fees paid in stock via 2023 Directors’ Stock Plan) | $21,750 |
| Dividends on Unvested Restricted Stock | $113 |
| 2024 Director Compensation Total | $48,821 |
Notes: Under the 2023 Directors’ Stock Plan, directors elected a percentage of fees in common stock; three directors elected 100%, but Duffy is not among them .
Performance Compensation
- Equity program: Restricted stock granted May 29, 2024 under the 2022 LTIP, vesting ratably over four years; Board can grant equity awards to non-management directors to align interests with shareholders .
- Equity holdings at year-end 2024: Unvested restricted stock awards held – 206; aggregate unexercised stock options – 1,591 (vest schedules historical) .
| Metric | Grant/Status | Detail |
|---|---|---|
| Restricted Stock Grant Date | May 29, 2024 | Grants to all non-management directors; 4-year ratable vesting |
| Restricted Stock Awards (Grant-date value recognized 2024) | $5,208 | FASB ASC 718 valuation |
| Unvested Restricted Shares (12/31/2024) | 206 shares | Ratable vest over 4 years |
| Options Outstanding (Unexercised, total) | 1,591 options | Director aggregate as of 12/31/2024 |
No specific performance metrics (e.g., TSR hurdles, ROA, ESG goals) are tied to director equity awards; awards are time-vested .
Other Directorships & Interlocks
- Public company boards: None disclosed .
- Shared directorships with key counterparties: None disclosed; related-party transaction review lists other directors (Casaccio, Dake, Dawsey, Owens), not Duffy .
Expertise & Qualifications
- Executive leadership in higher education; personnel management, strategic planning, and capital fundraising .
- Degrees: Ed.D. (Executive Leadership), M.S. (Guidance and Counseling), B.S. (Business Administration) .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Shares owned | 4,288 | Includes 790 shares held by spouse |
| Restricted shares vesting within 60 days | 51 | Timing per SEC beneficial ownership definition |
| Options exercisable within 60 days | 1,202 | SEC beneficial ownership definition |
| Total beneficial ownership | 5,541 | <1% of outstanding shares |
| Shares outstanding (record date) | 16,670,684 | Company-wide context |
Stock ownership policy for non-management directors requires holdings with market value ≥5x basic annual Arrow Director retainer (measured annually; unvested awards and unexercised options do not count) . Hedging and pledging are prohibited for Section 16 insiders under the Insider Trading Policy .
Governance Assessment
- Independence and conflicts: Duffy is independent and not associated with disclosed related-party transactions; no compensation committee interlocks involving her are reported, reducing conflict risk and strengthening governance credibility .
- Committee engagement: Not currently seated on standing committees; while independence is strong, lack of committee roles limits direct involvement in audit, compensation, and governance oversight in the near term .
- Attendance and engagement: Board-level engagement met SEC attendance thresholds in 2024; independent directors held five executive sessions, indicating active oversight culture .
- Ownership alignment: Mix of cash and equity in 2024 compensation (cash $21,750; stock awards $21,750; restricted stock $5,208) provides moderate alignment; unvested time-based RS grants vest over four years, supporting long-term horizons .
- Policies and guardrails: Strong governance framework (separation of Chair/CEO), independent audit and compensation committees, clawback, anti-hedging/pledging, double-trigger change-in-control for executives; say-on-pay support 89% in 2024 suggests shareholder alignment with pay practices (contextual to executives) .
- Transition watch: Retirement from SUNY Adirondack in July 2025 may increase capacity for Arrow Board duties post-2025, potentially enabling future committee participation and deeper governance contributions .
RED FLAGS
- None disclosed for Duffy: No related-party transactions, pledging/hedging bans in place, and independence affirmed .