Raymond O'Conor
About Raymond F. O’Conor
Raymond F. O’Conor, age 69, has served as a Director of Arrow Financial Corporation since 2017 and is a long-tenured community banking executive with prior service as President and CEO of Saratoga National Bank (SNB) from 1995–2012 and Senior Vice President of Arrow from 2009–2012; he is also a published author and currently CEO of Saratoga County Capital Resource Corporation, a community development agency . In Arrow’s 2024 proxy, he was noted as Chair of the SNB Board since 2001 and Director of SNB since 1996 (also Director of GFNB since 2022), underscoring deep subsidiary governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arrow Financial Corporation | Senior Vice President | 2009–2012 | Former executive; deep knowledge of Arrow and community banking |
| Saratoga National Bank (SNB) | President & CEO | 1995–2012 | Led SNB; chair of SNB Board since 2001 |
| SNB | Director | Since 1996 | Long-standing subsidiary board oversight |
| Glens Falls National Bank (GFNB; Arrow Bank) | Director | Since 2022 | Subsidiary board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Saratoga County Capital Resource Corporation | Chief Executive Officer | Current | Community development agency leadership |
| Author | Published Author | Ongoing | Publications noted in director biography |
Board Governance
- Independence: The Board determined O’Conor meets NASDAQ independence standards (non-management; independent) .
- Committee assignments: As of the 2025 proxy, O’Conor is not listed as a member of the Audit, Compensation, or Governance Committees, indicating no current standing committee assignment .
- Attendance and engagement: In 2024, the Board held 4 regular and 3 special meetings; committees met 17 times (Audit 7, Compensation 5, Governance 5). One director missed one regular meeting, one missed one special meeting; all directors attended >75% of meetings to which they were invited; nine of ten directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors held five executive sessions in 2024 .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $36,959 |
| Stock Awards (portion of fees paid in stock per 2023 DSP) | $36,959 |
| Restricted Stock Awards (grant date fair value) | $10,415; granted May 29, 2024 |
| Dividends on Unvested Restricted Stock | $227 |
| Total Director Compensation (2024) | $84,560 |
Additional context on fee structure (Board-approved 2024 retainers):
- Arrow Director annual retainer $30,000; committee membership fees and chair fees schedule included (e.g., Audit member $4,000; Audit chair $10,000; Compensation/Governance member $2,500; chair $10,000) .
Performance Compensation
| Equity Award Feature | Detail |
|---|---|
| Director equity program | Grants under 2022 LTIP; terms set by Board, not Compensation Committee |
| 2024 restricted stock | Granted May 29, 2024; vests ratably over four years |
| Unvested restricted shares held (12/31/2024) | 412 unvested shares |
| Options (aggregate unexercised at 12/31/2024) | 4,310 |
| Options exercisable within 60 days (record date Apr 7, 2025) | 3,530 |
| Change-of-control treatment (historical options) | Options subject to accelerated vesting upon change-in-control; max term 10 years; Board may accelerate vesting/extend exercisability |
| Directors’ Deferred Compensation Plan | Directors may elect to defer cash fees; no directors deferred in 2024 |
Performance metrics tied to director compensation:
| Metric Category | Status |
|---|---|
| Financial/TSR/ESG performance conditions for director awards | None disclosed; director awards vest on time-based schedule |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| SNB (subsidiary) | Bank subsidiary | Director; prior Chair | Internal interlock within Arrow group; typical for bank holding companies |
| GFNB (Arrow Bank) | Bank subsidiary | Director | Internal interlock within Arrow group |
| Saratoga County Capital Resource Corporation | Public-benefit entity | CEO | No related-party transactions disclosed involving O’Conor |
No public company directorships are disclosed for O’Conor beyond Arrow .
Expertise & Qualifications
- Extensive knowledge of community banking and Arrow’s operations from prior executive roles; experienced subsidiary board chair .
- External civic/economic development leadership (CEO, Saratoga County Capital Resource Corporation); published author .
- Board-level independence affirmed; deep local market and banking expertise beneficial for governance in a regional financial institution .
Equity Ownership
| Ownership Detail (Record Date: Apr 7, 2025) | Amount |
|---|---|
| Shares owned | 29,705 |
| Restricted shares vesting within 60 days | 103 |
| Options exercisable within 60 days | 3,530 |
| Total beneficial ownership | 33,338 shares |
| Percent of shares outstanding | <1% (asterisk denotes <1%) |
Additional holdings and policy context:
- Unvested restricted stock held at 12/31/2024: 412 .
- Aggregate unexercised stock options at 12/31/2024: 4,310 .
- Director stock ownership guidelines: Expected to achieve and maintain beneficial ownership equal to five times the Arrow Director annual retainer (retainer $30,000), within five years; unvested equity and unexercised options do not count; Board may approve exceptions .
- Hedging/pledging: Company maintains hedging and pledging policies prohibiting Directors and Section 16 officers from hedging/pledging Company stock; maintains clawback policy and prohibits option repricing .
Governance Assessment
- Independence and conflicts: O’Conor is independent under NASDAQ standards, and the proxy discloses no related-party transactions involving him; loan relationships with directors are handled under Regulation O and were not flagged as problematic in 2024 .
- Committee engagement: Not currently serving on standing committees (Audit, Compensation, Governance), which may limit direct influence on compensation, audit oversight, and nominations; however, long-standing subsidiary board experience provides governance depth at the bank level .
- Attendance and engagement: Board and committee attendance thresholds were met by all directors in 2024 (>75%); independent directors held five executive sessions—positive indicators for independent oversight .
- Compensation alignment: Director pay includes a meaningful equity component (stock awards and restricted stock) and time-based vesting under LTIP, supporting alignment; no performance-conditioned director awards are disclosed; no deferred compensation elections in 2024; option acceleration on change-of-control is standard for director options in regional banks .
- Risk indicators: One late Section 16 Form 4 filing noted for O’Conor related to a gift—minor procedural red flag but not indicative of trading abuses; company policies restrict hedging/pledging and provide clawback protections, reducing governance risk .
Overall signal: Independent, deeply experienced community banking director with strong alignment via equity grants; absence from standing committees is a neutral-to-mild governance consideration, offset by subsidiary board leadership history and consistent attendance metrics .