Mark Behan
About Mark Behan
Mark L. Behan, age 64, is Vice-Chair of Arrow Financial Corporation’s Board (appointed June 2024) and has served as a Company Director since 2017, with prior service on the subsidiary banks’ boards (GFNB since 2015 and SNB since 2022) . He is the founder of Behan Communications, Inc. (est. 1988), a public affairs and strategic communications firm advising CEOs in major businesses and non-profits across New York’s Capital Region; he previously worked as a newspaper executive and holds a degree from Colgate University . His board tenure places him among Arrow’s experienced independent directors; the Board has affirmatively determined Behan is independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Behan Communications, Inc. | Founder & President | Founded 1988; ongoing | Advises chief executives; strategic communications expertise benefiting board oversight |
| Regional newspaper (unspecified) | Executive | Prior to founding firm | Extensive knowledge of economic, political, and community issues in Capital Region/Adirondacks |
External Roles
| Organization/Type | Role | Tenure | Notes |
|---|---|---|---|
| Non-profit organizations (various, not named) | Director/Trustee | Ongoing | Multiple posts; underscores community ties and stakeholder engagement |
Board Governance
- Independence: The Board determined Behan is independent; he is eligible for and serves on key committees as an independent director .
- Committee assignments (current): Compensation Committee member; not on Audit or Governance .
- Leadership: Appointed Vice-Chair of Arrow’s Board in June 2024 .
- Committee operations and attendance: In 2024, the Audit Committee met 7 times (all attended), Compensation Committee met 5 times (one member missed one meeting), and Governance Committee met 5 times (all attended) .
- Board attendance: 2024 had 4 regular and 3 special board meetings; all directors met >75% attendance; nine of 10 directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors held five executive sessions in 2024 .
- Committee charters: Each standing committee can hire independent advisors without management approval; charters govern authority and oversight .
Committee Membership Snapshot (current)
| Committee | Member? | Chair? |
|---|---|---|
| Audit | No | — |
| Compensation | Yes | No |
| Governance | No | — |
Fixed Compensation
- Program structure: Arrow’s Board sets director compensation; non-management directors receive cash and equity under the 2023 Directors’ Stock Plan (DSP), including a portion of quarterly fees paid in Arrow common stock at market value on distribution date .
- 2024 retainers (for context): $30,000 Arrow Director; $24,000 GFNB Director; $12,000 SNB Director; Committee member retainers—Audit $4,000, Compensation $2,500, Governance $2,500; Committee chair retainers $10,000 each; Arrow Board Chair $25,000; GFNB/SNB Chair $10,000 (SNB Chair retainer eliminated Sept 2024) .
2024 Director Compensation – Mark Behan
| Component | FY 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $37,063 |
| Stock Awards (DSP-paid fees in stock) | $37,062 |
| Restricted Stock Awards (grant-date fair value) | $10,415 |
| Dividends on Unvested Restricted Stock | $227 |
| Change in Pension Value/Deferred Comp Earnings | $0 |
| All Other Compensation | $0 |
| Total | $84,767 |
Performance Compensation
- Equity grants to directors are time-vested (not performance-based); RS awards granted May 29, 2024 vest ratably over four years; non-employee directors held 412 unvested RS each as of 12/31/2024 (Behan included) .
- Stock options granted Feb 1, 2023 at $31.47 strike price vest ratably over four years; Behan held 6,665 options as of 12/31/2023 under this grant .
- The option award agreement references a 10-year exercise period in the case of death (indicative of standard term); vesting mechanics are time-based, not performance-conditioned .
Director Equity Award Details – Mark Behan
| Award Type | Grant Date | Quantity | Fair Value / Strike | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Restricted Stock | May 29, 2024 | 412 shares (unvested at 12/31/2024) | $10,415 grant-date fair value | 25% per year over 4 years | Dividends paid on unvested RS: $227 in 2024 |
| Stock Options | Feb 1, 2023 | 6,665 options | $31.47 exercise price (per share) | Ratable over 4 years | Total unexercised options (vested + unvested) as of 12/31/2024: 6,665 |
Other Directorships & Interlocks
- Public company boards: None disclosed for Behan in Arrow’s proxy biography .
- Compensation Committee interlocks: None in 2024; committee members are non-employees; only Director Dake had related-party transactions (lease with Stewart’s) disclosed, not Behan .
Expertise & Qualifications
- Strategic communications and public affairs expertise; advisor to CEOs; familiarity with stakeholder engagement and reputation management .
- Deep regional knowledge of New York’s Capital Region and Adirondacks; community involvement via non-profit trustee/director roles .
- Board leadership experience (Vice-Chair) and sustained service across Arrow’s holding company and subsidiary bank boards .
Equity Ownership
- Arrow stock ownership guidelines require non-management directors to hold shares equal in market value to 5x the basic annual retainer within five years; unvested awards/options do not count toward the guideline .
- Hedging and pledging: Arrow maintains policies prohibiting hedging by directors and Section 16 officers; stock option repricing is prohibited; clawback policy maintained; change-in-control for NEOs is double-trigger (broader governance context) .
Beneficial Ownership – As of April 7, 2025 (Record Date)
| Category | Amount |
|---|---|
| Shares Owned | 9,410 |
| Restricted Shares Vesting Within 60 Days | 103 |
| Options Exercisable Within 60 Days | 5,885 |
| Total Beneficial Ownership | 15,398 |
| Percent of Shares Outstanding (16,670,684) | <1% |
Governance Assessment
- Committee effectiveness: Behan’s seat on the Compensation Committee and co-signing of the Compensation Committee Report evidences active engagement in executive pay governance, risk review, and alignment practices .
- Independence and conflicts: No related-party transactions involving Behan disclosed; independence affirmed by the Board, contrasting with non-independent directors cited for business transactions (e.g., JMZ; MLB) .
- Attendance and engagement: Board and committee structures show regular meetings with high attendance; independent directors meet in executive sessions—positive for oversight quality .
- Ownership alignment: Direct ownership plus in-the-money-capable options provide exposure to equity value; Arrow’s 5x retainer guideline promotes alignment, though the proxy does not assess individual compliance by director; hedging/pledging prohibitions strengthen alignment and reduce risk of misaligned incentives .
- RED FLAGS: None disclosed for Behan—no Section 16 delays noted for him (late filings in 2024 involved other directors), no pledging/hedging, no related-party transactions .
- Signals to investors: Vice-Chair role, independence, and Compensation Committee service—combined with strong attendance culture and advisor-engagement authority in charters—support board effectiveness and investor confidence .