Philip Morris
About Philip C. Morris
Philip C. Morris, age 70, is an independent director of Arrow Financial Corporation, appointed in November 2024; he has served on Arrow’s subsidiary bank boards (Glens Falls National Bank since 2017 and Saratoga National Bank since 2022) and on the insurance subsidiary Upstate Agency, LLC since 2022. He is CEO of Proctors Collaborative and brings expertise in cultural facilities, fundraising and strategic planning; he is also a member of the Capital Region Economic Development Council . The Board determined Morris is independent under NASDAQ rules; he is nominated as a Class C director for a term expiring in 2028 if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glens Falls National Bank and Trust Company (Arrow Bank) | Director | Since 2017 | Subsidiary board oversight |
| Saratoga National Bank and Trust Company (Arrow Bank) | Director | Since 2022 | Subsidiary board oversight |
| Upstate Agency, LLC (Arrow subsidiary) | Director | Since 2022 | Subsidiary leadership/oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Proctors Collaborative (performing arts centers) | Chief Executive Officer | ~50-year sector experience | Fundraising >$200M; cultural facility development |
| Capital Region Economic Development Council | Board Member | Current | Regional economic development engagement |
Board Governance
- Independence: The Board determined Morris is independent; directors Casaccio and Dawsey are not independent due to prior business transactions, while other named directors (including Morris) are independent under NASDAQ standards .
- Committee assignments: Current standing committee membership lists do not include Morris; he is not shown as a member of Audit, Compensation, or Governance .
- Committee chairs: Colin L. Read (Audit Chair), David G. Kruczlnicki (Compensation Chair), Gary C. Dake (Governance Chair) .
- Attendance and engagement: In 2024 the Board held four regular, three special meetings and 17 committee meetings; all directors met the SEC Item 402(b) 75% attendance threshold, and independent directors held five executive sessions .
- Election status: Morris is a Class C nominee, unanimously recommended by the Governance and Risk Committee; Board recommends voting “For” .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash | $20,500 |
| Stock Awards (DSP elective portion of fees) | $20,500 |
| Restricted Stock Awards (grant-date fair value) | $5,208 |
| Dividends on Unvested Restricted Stock Awards | $113 |
| Total Director Compensation | $46,321 |
Notes: 2024 fee schedule included annual retainers and committee fees; non-management directors may elect a portion of fees in shares under the 2023 Directors’ Stock Plan. Chair and member fee rates for standing committees were set at $10,000 (chair) and $2,500–$4,000 (member) for 2024; broader director retainers applied across Arrow and subsidiaries .
Performance Compensation
| Award Type | Grant Date | Shares | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock | May 29, 2024 | 206 (unvested as of 12/31/24) | Ratable over 4 years following grant | None disclosed; time-based vesting only |
Additional equity-linked compensation: Directors also held legacy stock options; Morris had 1,591 unexercised options outstanding (aggregate, whether vested or unvested) as of 12/31/24; strike price, expiration, and performance conditions were not disclosed in the proxy excerpts .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Proctors Collaborative | Non-profit/arts | CEO | No Arrow-related transactions disclosed |
| Capital Region Economic Development Council | Public policy body | Board Member | No Arrow-related transactions disclosed |
| Arrow Bank subsidiaries (GFNB, SNB) | Financial services | Director | Normal subsidiary governance roles |
| Upstate Agency, LLC | Insurance | Director | Normal subsidiary governance roles |
Related-party transactions: Proxy discloses specific relationships for other directors (e.g., Casaccio/JMZ; Dake/Stewart’s) but none were disclosed for Morris; Board expressly listed Morris among independent directors after review of relationships and transactions .
Expertise & Qualifications
- Sector leadership: Extensive experience in managing cultural facilities, complex projects, and fundraising (> $200M), and stakeholder collaboration, offering community engagement and strategic planning expertise .
- Regional governance: Current roles on regional economic development bodies support network reach in Arrow’s operating geography .
- Board-specific qualifications: Company biography highlights cultural development expertise; service record across multiple Arrow subsidiaries indicates institutional knowledge of Arrow’s footprint .
Equity Ownership
Ownership as of April 7, 2025 (record date):
| Metric | Value |
|---|---|
| Number of Shares Owned | 4,274 |
| Restricted Shares Vesting Within 60 Days | 103 |
| Options Exercisable Within 60 Days | 1,202 |
| Total Beneficial Ownership | 5,579 |
| Percent of Shares Outstanding | <1% (“*”) |
Holdings status as of December 31, 2024:
| Metric | Value |
|---|---|
| Unvested Restricted Stock Outstanding | 206 |
| Aggregate Unexercised Stock Options | 1,591 |
Shares outstanding at record date: 16,670,684, for context on percentage ownership . No pledging or hedging by Morris was disclosed; Arrow’s Insider Trading Policy sets trading restrictions and blackout windows, with allowances for compliant Rule 10b5-1 plans .
Governance Assessment
- Independence and conflicts: Morris is affirmatively designated independent after Board review of relationships; no related-party transactions or financial relationships with Arrow were disclosed for him, which supports investor confidence in objective oversight .
- Committee influence: Morris is not currently listed on any of the three standing Board committees (Audit, Compensation, Governance), which may limit direct committee-level influence pending future rotations; committee chairs are established and independent .
- Engagement: Board and committee cadence and >75% attendance threshold were met in 2024, with five executive sessions among independent directors, indicating active governance processes; Morris joined late 2024 and is included in the independence cohort .
- Ownership alignment: Beneficial ownership is 5,579 shares (<1%); director equity is primarily via elective stock fee payments under the DSP and time-vested restricted stock grants (206 unvested shares as of 12/31/24), aligning compensation with shareholder value without disclosed performance conditions .
RED FLAGS: None disclosed for Morris (no related-party transactions noted; independence confirmed). Items to monitor: future committee assignments to enhance oversight influence and any changes to equity award structures or option modifications (no strike/expiry details disclosed) .