Michael Jacobs
About Michael Jacobs
Michael Jacobs is Arrow Financial Corporation’s Chief Information Officer (CIO), serving as CIO of Arrow and Arrow Bank since February 1, 2024; he is 54 years old, has 30+ years of community banking experience, and holds a B.S. in Finance (Siena College) and an A.A.S. in Business Administration (Hudson Valley Community College) . He joined the company (then Glens Falls National Bank) in 2003 and progressed through senior technology and operations roles before becoming CIO, where he guides Arrow’s strategic technology plans . Company incentive design in 2024 emphasized EPS, asset quality, and TBV growth; actual results came in between threshold and target on EPS, ROA, NPLs, hit maximum on net charge-offs, and slightly exceeded target on TBV growth (EPS target $2.35 vs. $2.05 actual; TBV growth 6.50% target vs. 6.52% actual) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arrow Financial/Arrow Bank | Chief Information Officer | Since Feb 1, 2024 | Guides strategic technology plans for the company |
| Glens Falls National Bank (now Arrow Bank) | Information Systems Manager → SVP → EVP | Joined 2003 | Led technology strategy and operations |
| Cohoes Savings Bank | Operations Manager | Not disclosed | Operations leadership in community banking |
| Hudson River Bank and Trust | Item Processing Manager | Not disclosed | Payments and item processing management |
External Roles
- No public company directorships or external board roles are mentioned for Jacobs in Arrow’s executive officer bios or investor disclosures reviewed .
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base Salary | Not disclosed for Michael Jacobs | 2025 DEF 14A disclosed base salaries and compensation details only for Named Executive Officers (NEOs), among whom Jacobs was not included . |
| Target Bonus % | Not disclosed for Michael Jacobs | STIP targets disclosed for NEOs; Jacobs’ target not disclosed . |
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024 Framework (Company-Level)
| Metric | Weighting (of Financial Goals) | Target | Actual | Result Band |
|---|---|---|---|---|
| Earnings Per Share (EPS) | 80% | $2.35 | $2.05 | Between Threshold & Target |
| Tangible Book Value (TBV) Growth | 5% | 6.50% | 6.52% | Between Target & Maximum |
| Return on Assets (ROA) | 5% | 0.95% | 0.81% | Between Threshold & Target |
| Non-Performing Loans (NPLs) | 5% | 0.50% | 0.62% | Between Threshold & Target |
| Net Charge-Offs | 5% | 0.15% | 0.06% | Maximum |
Notes:
- The STIP is discretionary and based on a blend of company and individual performance; max payout is 150% of target. Targets/payouts were disclosed for NEOs; Jacobs’ individual target and payout were not disclosed .
Long-Term Incentive Plan (LTIP) – Program Design
- Vehicle: Restricted stock (and options under prior programs) granted under the 2022 LTIP; annual grants typically after fiscal year-end .
- Vesting: Awards generally vest ratably over four years (25% per year) for employees; options and restricted stock granted to employees vest in equal installments over the first four anniversaries following the grant date .
- Governance: Clawback policy maintained; hedging and pledging prohibited for directors and Section 16 officers; no option repricing .
Equity Ownership & Alignment
| Category | Status for Michael Jacobs |
|---|---|
| Total beneficial ownership (shares) | Not disclosed; proxy ownership table covers directors/NEOs, and Jacobs (an executive officer but not an NEO) is not listed . |
| Ownership as % of SO | Not applicable (not in table) . |
| Vested vs. unvested shares | Not disclosed for Jacobs . |
| Options (exercisable/unexercisable) | Not disclosed for Jacobs; option details shown for NEOs only . |
| Shares pledged as collateral | Prohibited for Section 16 officers under company policy . |
| Hedging policy | Hedging prohibited for directors and Section 16 officers . |
| Stock ownership guidelines | Policy in place; specific requirements disclosed for directors; NEO ownership policy referenced but not quantified in excerpt; Jacobs’ applicable threshold not disclosed . |
| Section 16 status/filings | The proxy notes Jacobs filed one late Form 3 upon being appointed an executive officer in 2024 . |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Not disclosed for Jacobs. Employment agreements (term, salary, target bonus, severance, and double-trigger change-in-control terms) are disclosed for NEOs only . |
| Severance (without cause/good reason) | Not disclosed for Jacobs; for NEOs, lump sum equals greater of remaining term salary or one year’s salary . |
| Change-of-control economics | Not disclosed for Jacobs; for NEOs, 2x base + target bonus (3x for CEO) payable over two years if terminated without cause/for good reason within 12 months post-CoC; equity vests on CoC . |
| Clawback | Company maintains a clawback policy . |
| Non-compete / Non-solicit / Garden leave | Not disclosed. |
| Insider trading policy | Maintained by the Company . |
Performance & Track Record
- Role scope: As CIO, Jacobs is responsible for Arrow’s strategic technology plans and modernization .
- Company performance context (2024): The compensation framework emphasized EPS, TBV growth, ROA, NPLs, and net charge-offs; results were mixed vs. targets (see STIP table above) .
- Experience: 30+ years in community banking operations/technology roles across multiple institutions substantiates deep operational execution capability .
Governance, Policies, and Committee Context (Company-Level)
- Compensation oversight: Compensation Committee (advised by Pearl Meyer) reviews and approves NEO compensation; program emphasizes balanced, conservative pay-for-performance .
- Say-on-Pay: 89% support in 2024, indicating broad shareholder acceptance of the compensation program .
- Risk controls: Clawback, insider trading policy, prohibition on hedging/pledging, double-trigger CoC provisions, and no tax gross-ups or option repricing .
Investment Implications
- Alignment: Hedging/pledging prohibitions and four-year vesting on equity awards structurally align executives—including Section 16 officers like Jacobs—with long-term shareholder value and reduce near-term sell pressure from pledging or speculative hedging .
- Transparency gap: Because Jacobs is not an NEO, specific data on his base salary, target STIP, grants, and ownership is not disclosed—limiting direct pay-for-performance analysis at the individual level; investors must infer alignment from company-wide plan design and policies .
- Retention: LTIP’s four-year ratable vesting supports retention; absence of a disclosed individual employment agreement makes it difficult to quantify Jacobs’ severance/CoC protections relative to NEOs, introducing some uncertainty on retention economics .
- Execution focus: As CIO with long tenure and deep operations background, Jacobs’ impact will be most visible in technology reliability/cyber, efficiency, and delivery across retail/wealth platforms—areas not line-itemed in compensation metrics but tied to risk and growth outcomes that factor into company-wide incentives (EPS, ROA, asset quality, TBV growth) .