Tenee Casaccio
About Tenée R. Casaccio
Tenée R. Casaccio, AIA, age 59, is Chair of Arrow Financial Corporation’s Board (appointed June 2024) and has served as a director since 2014; she also served on subsidiary bank boards (GFNB since 2010; SNB since 2022). She is President of JMZ Architects and Planners, PC (a nationally certified Women-Owned Business Enterprise) since 2009, holds a Bachelor of Architecture from Virginia Tech, and is licensed in New York and several other states; she has been with JMZ since 1993 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arrow Financial Corporation | Board Chair | Chair since Jun-2024 | Chair of the Board; not independent; does not serve on any Board committees |
| Arrow Financial Corporation | Director | Director since 2014 | Board service; not independent |
| Glens Falls National Bank (Arrow Bank) | Director | Since 2010 | Subsidiary board service |
| Saratoga National Bank (Arrow Bank) | Director | Since 2022 | Subsidiary board service |
| JMZ Architects & Planners, PC | President | Since 2009; with firm since 1993 | Executive leadership; AIA credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JMZ Architects & Planners, PC | President, part-owner | Since 2009 | Nationally certified Women-Owned Business Enterprise; NY and multi-state architectural licenses |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Not independent under NASDAQ standards due to prior JMZ payments (~$127,000 in 2023); will not serve on Board committees |
| Chair role | Board Chair since June 2024 |
| Committee assignments | None (will not serve on Board committees) |
| Executive sessions | Independent directors held five executive sessions in 2024, which are chaired by the Board Chair |
| Board activity & attendance | 2024: 4 regular Board meetings, 3 special Board meetings, 17 committee meetings; all directors attended >75% of meetings invited; 9 of 10 attended the 2024 AGM |
| Current committee rosters | Audit (Read Chair); Compensation (Kruczlnicki Chair); Governance (Dake Chair); all standing committee members are independent |
Fixed Compensation (Director)
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $48,413 |
| Stock Awards (DSP) | $46,337 |
| Restricted Stock Awards (grant-date fair value) | $10,415 |
| Dividends on Unvested Restricted Stock | $227 |
| Total Director Compensation | $105,392 |
| 2024 Director Retainers | Amount (USD) |
|---|---|
| Basic Annual Retainer – Arrow Director | $30,000 |
| Subsidiary GFNB Director | $24,000 |
| Subsidiary SNB Director | $12,000 |
| Audit Committee member | $4,000 |
| Compensation Committee member | $2,500 |
| Governance Committee member | $2,500 |
| Chair – Audit / Compensation / Governance | $10,000 (each) |
| Chair – Arrow Board | $25,000 |
The Board pays a portion of director fees in common stock under the 2023 Directors’ Stock Plan (DSP); directors elect their stock/cash mix, and some elected 100% stock in 2024 .
Performance Compensation (Director)
| Equity Feature | Detail |
|---|---|
| Restricted stock grant date | May 29, 2024 |
| Unvested restricted shares (12/31/2024) | 412 |
| Vesting schedule | Vests ratably over four years following grant |
| Dividends on unvested restricted stock (2024) | $227 |
| Options outstanding (aggregate, unexercised) | 7,896 |
| Options exercisable within 60 days (record 4/7/2025) | 7,116 |
No director PSUs or performance-linked metrics are disclosed; director equity is time-based restricted stock and legacy options .
Other Directorships & Interlocks
| Category | Disclosed Details |
|---|---|
| Other public company boards | None disclosed |
| Private/non-profit boards | Not disclosed for Ms. Casaccio in the proxy |
| Third-party arrangements for board seat | None; no arrangements or understandings pursuant to NASDAQ Rule 5250(b)(3) |
Expertise & Qualifications
- AIA architect; President of JMZ with decades of operating leadership; licensed in NY and multiple states .
- Bachelor of Architecture from Virginia Tech; extensive experience with New York business climate .
Equity Ownership
| Metric (Record Date: Apr 7, 2025) | Amount |
|---|---|
| Shares owned | 23,455 |
| Restricted shares vesting within 60 days | 103 |
| Options exercisable within 60 days | 7,116 |
| Total beneficial ownership | 30,674 |
| Percent of shares outstanding | <1% (asterisk denotes <1%) |
Stock ownership guideline for non-management directors: market value at least equal to 5x the basic annual retainer, to be achieved within five years and maintained thereafter; unvested awards and unexercised options do not count toward compliance . Hedging and pledging are prohibited for Section 16 directors and officers .
Governance Assessment
- Strengths: Long-tenured director and current Board Chair; deep local market knowledge; strong attendance culture at the board level; robust governance infrastructure (codes of ethics, independent committees; executive sessions held five times in 2024; clawback and insider trading policies; stock ownership guidelines) .
- Compensation governance: Director pay includes cash and equity via DSP; restricted stock grants with four-year ratable vesting; board uses independent compensation consultant (Pearl Meyer) for executive/director compensation; 2024 say‑on‑pay approval 89% (positive signal) .
- Independence and conflicts: RED FLAG — Not independent under NASDAQ due to related-party transactions with JMZ (payments of approximately $127,000 in 2023 from Arrow Bank’s campus project engagement). She will not serve on any standing Board committees as a result .
- Related-party oversight: The Audit Committee reviews insider-related transactions; the company maintains a related-party transaction approval policy for amounts >$120,000; executive sessions are chaired by the Board Chair, and independent directors met five times in 2024 .
- Residual risks: Prior business relationship between the company and JMZ creates perceived conflict risk and limits committee participation; no pledging disclosed; hedging prohibited by policy .
Executive Committee note: Comprised of the Board Chair and the three committee chairs; did not meet in 2024 (minimizing decisions outside full board) .