DEF 14A of Arrow Financial Corp, Apr 23, 2026

DEF 14A of Arrow Financial Corp

Filed Apr 23, 2026 · FY20250000717538-26-000045

Open on EDGAR

  1. Class A Nominees (terms expiring in 2029, if elected)

    Class A Nominees (terms expiring in 2029, if elected)

  2. Class A Nominees (terms expiring in 2029, if elected)

    | | Mark L. Behan Mr. Behan, age 65, was appointed Vice-Chair of the Arrow Board of Directors in June 2024 and has been a Director of the Company since 2017; he also served as a Director of the Company’s subsidiary banks, Glens Falls National Bank and Trust Company ("GFNB") and SNB, now named Arrow Bank, since 2015 and 2022, respectively. Mr. Behan founded Behan Communications, Inc. in 1988. Behan Communications, Inc. is a public affairs and strategic communications firm serving national and regional clients and is an adviser to chief executives in major businesses and non-profit organizations in the Capital Region of New York state. Mr. Behan serves as a director or trustee of several nonprofit organizations. He is a graduate of Colgate University. As a former newspaper executive, Mr. Behan brings extensive knowledge of the economic, political and community issues of the Capital Region and the Adirondacks of New York state to the Board. | | | Gregory J. Champion Mr. Champion, age 71, has been a Director of the Company since 2021; he also served as a Director of the Company's subsidiary banks, GFNB and SNB, now named Arrow Bank, since 2018 and 2022, respectively; and a Director of the Company's insurance subsidiary, Upstate Agency, since 2025. Mr. Champion is a retired attorney who previously served as Chief Legal Officer for Syncromune, Inc., a privately held clinical stage biopharmaceutical company seeking to develop intra-tumoral immunotherapy treatment for metastatic cancer patients, and prior to that served as the managing member of the Albany, New York office of Bond, Schoeneck & King, PLLC law firm. Mr. Champion has a B.A. from St. Lawrence University and a J.D. (summa cum laude) from Syracuse University College of Law. Mr. Champion brings more than 30 years of legal experience, including advising both privately held and publicly traded companies on corporate governance matters and serving as corporate secretary. | | | Darrin M. Jahnel Mr. Jahnel, age 49, has been a Director of the Company and Arrow Bank since November 2025. Mr. Jahnel is Chief Executive Officer and Co-Founder of Jahnel Group and InfoLink, and Chief Executive Officer of Logic Technologies, all located in Schenectady, New York. Under his leadership, Jahnel Group appeared on the Inc. 5000 list for seven consecutive years and earned multiple Best Workplace awards for its thriving culture. Mr. Jahnel is a graduate of UAlbany and NYU’s Stern School of Business. He is also a paid speaker and member of Mensa. Mr. Jahnel is a dynamic CEO, entrepreneur and AI expert and brings more than 25 years of experience building and scaling companies. |

  3. Class A Nominees (terms expiring in 2029, if elected)

    | | Daniel J. White Mr. White, age 61, was appointed a Director of the Company and its subsidiary banks, GFNB and SNB, now named Arrow Bank, in November 2024. He is a retired Managing Partner of the KPMG, LLP ("KPMG"), Albany Upstate New York offices. Mr. White also served as a KPMG Securities and Exchange Commission ("SEC") reviewing partner that included work with some of the firm's large community bank clients in the Northeast and Midwest. He is a graduate of Siena College and a licensed CPA in New York state. He has 37 years of diversified experience serving financial services-rated entities, including publicly traded bank holding companies, community banks, foreign-owned banks, thrifts, broker-dealers, mortgage banks, asset-based lenders and commercial paper conduits. Mr. White provides the Board with extensive financial and regulatory expertise, offering valuable insight into risk management and strategic growth. |

  4. Continuing Class B Directors (terms expiring in 2027)

    Continuing Class B Directors (terms expiring in 2027)

  5. Continuing Class B Directors (terms expiring in 2027)

    | | David S. DeMarco Mr. DeMarco, age 64, has been a Director of the Company since 2023; he also served as a Director of the Company's subsidiary banks, GFNB and SNB, now named Arrow Bank, since 2022 and 2012, respectively. He has been President and Chief Executive Officer ("CEO") of Arrow Financial Corporation and Arrow Bank since 2023. Mr. DeMarco joined the Company in 1987 as a commercial lender and served in positions of increasing responsibility within the organization. In 2013, he was named President and CEO of SNB. He earned a bachelor's degree in finance from the University of Texas at Austin. He is a graduate of the Adirondack Regional Chamber of Commerce's Leadership Program and the Stonier Graduate School of Banking. Active in the community, he serves as Immediate Past Chair of the Capital Region Chamber of Commerce Board of Directors and sits on the boards of various non-profits dedicated to healthcare and economic development. Mr. DeMarco brings a strategic vision, industry and community expertise and a commitment to sustainable growth to the Board. | | | Kristine D. Duffy, Ed.D. Dr. Duffy, age 60, was appointed a Director of the Company in November 2024; she also served as a Director of the Company’s subsidiary banks, GFNB and SNB, now named Arrow Bank, since 2019 and 2022, respectively; and as a Director of the Company’s insurance subsidiary Upstate Agency, since 2020. Dr. Duffy served as President of SUNY Adirondack in Queensbury, New York from 2013 to 2025, and currently serves as strategic advisor for Behan Communications. Dr. Duffy serves on various non-profit boards. With more than 35 years of New York state higher education experience, Dr. Duffy brings personnel, strategic planning and capital fundraising expertise to the Board. | | | David G. Kruczlnicki Mr. Kruczlnicki, age 73, has been a Director of the Company since 1989; he also served as a Director of the Company's subsidiary banks, SNB and GFNB, now named Arrow Bank, since 2015 and 2022, respectively. Mr. Kruczlnicki is President of a consulting firm that advises nonprofits on business planning, and teaches at Siena College, Clarkson University Graduate School and UNC/Chapel Hill. He was President and CEO of Glens Falls Hospital, a large regional medical center, from 1989 until his retirement in 2013. Mr. Kruczlnicki received a bachelor’s degree from Siena College and a master’s degree from Rensselaer Polytechnic Institute. He also served on the board of directors of several affiliates of Glens Falls Hospital, numerous other health-related organizations and Pruyn & Company, a local, privately owned paper company. As a former healthcare executive, Mr. Kruczlnicki has significant experience overseeing finance and human resources, as well as directorship experience from his service as a director of numerous private and regional organizations. |

  6. Continuing Class B Directors (terms expiring in 2027)

    | | Raymond F. O’Conor Mr. O'Conor, age 70, has been a Director of the Company since 2017; he also served as a Director of the Company's subsidiary banks, SNB and GFNB, now named Arrow Bank, since 1996 and 2022, respectively. Mr. O'Conor served as CEO of Saratoga County Capital Resource Corporation, a community development agency, from 2014 until his retirement in 2025. He was a Senior Vice President of the Company from 2009 until his retirement in 2012, and also served as President and CEO of SNB from 1995 until his retirement. He is also a published author. Mr. O'Conor has an extensive knowledge of community banking, and more specifically, the Company, as a former member of the executive management team. |

  7. Continuing Class C Directors (terms expiring in 2028)

    Continuing Class C Directors (terms expiring in 2028)

  8. Continuing Class C Directors (terms expiring in 2028)

    | | Tenée R. Casaccio, AIA Ms. Casaccio, age 60, was appointed Chair of the Arrow Board of Directors in June 2024; has been a Director of the Company since 2014; and served as a Director of the Company's subsidiary banks, GFNB and SNB, now named Arrow Bank, since 2010 and 2022, respectively. Ms. Casaccio served as President of JMZ Architects and Planners, PC, a nationally certified Women-Owned Business Enterprise located in Glens Falls, New York, from 2009 through 2025. She earned a Bachelor of Architecture degree from Virginia Tech and holds licenses to practice architecture in New York and several other states. She has been with JMZ since 1993. Ms. Casaccio has significant executive experience and a strong understanding of the New York business climate. | | | James M. Dawsey Mr. Dawsey, age 73, was appointed a Director of the Company in November 2024; he also served as a Director of the Company’s subsidiary banks, SNB and GFNB, now named Arrow Bank, since 2010 and 2022, respectively; and a Director of the Company’s insurance subsidiary Upstate Agency, since 2022. Mr. Dawsey is the President of MLB Construction Services, LLC. He has more than 45 years of experience in construction management and operations oversight. He earned a Bachelor of Civil Engineering degree from Manhattan College and a Master of Arts in Management from the State University of New York, Plattsburgh. Mr. Dawsey holds general contractor licenses in more than 10 states and is a Commonwealth of Massachusetts Construction Supervisor Member. He also sits on the board of directors of Local Union 157 and the Eastern Contractors Association. Mr. Dawsey's ability to ensure financial strength and operational efficiency provides valuable insight to the Board. |

  9. Continuing Class C Directors (terms expiring in 2028)

    | | Colin L. Read, Ph.D. Dr. Read, age 66, has been a Director of the Company since 2013; he also served as a Director of the Company's subsidiary banks, GFNB and SNB, now named Arrow Bank, since 2010 and 2022, respectively. Dr. Read is a professor of economics and finance in the State University of New York system. He served as Mayor of the City of Plattsburgh, New York in 2016, after three years of service on the Clinton County Legislature. He is President of ESG Analytics Group, has taught money and finance since 1987 and teaches sustainability. He is a published author, with various contributions to print, online and television media, as well as 12 books on global finance. Dr. Read has a Ph.D. in economics from Queen’s University, an MBA from the University of Alaska, a law degree from the University of Connecticut and a master’s degree in Taxation from the University of Tulsa. Dr. Read's expertise in economics and understanding of the Plattsburgh, New York area are key strengths. | | | Philip C. Morris Mr. Morris, age 71, was appointed a Director of the Company in November 2024; he also served as a Director of the Company’s subsidiary banks, SNB and GFNB, now named Arrow Bank, since 2017 and 2022, respectively; and as a Director of the Company's insurance subsidiary, Upstate Agency, since 2022. Mr. Morris is the CEO of Proctors Collaborative, a performing arts center in Schenectady, New York, with regional subsidiaries, TheRep, in downtown Albany, New York and Universal Preservation Hall in downtown Saratoga Springs, New York. Active in the community, Mr. Morris currently serves on the Capital Region Economic Development Council. Mr. Morris brings extensive expertise in cultural facilities and development to the Board. |

  10. Continuing Class C Directors (terms expiring in 2028)

    Director Compensation: The Compensation Committee makes recommendations to the full Board regarding Director compensation. The Board itself, however, is responsible for determining the compensation payable to Directors for their services. Amounts paid for service on the boards of directors of Arrow Bank are considered by the Board in its periodic review of total Director compensation.

  11. • Director Compensation for 2025

    • Director Compensation for 2025 With respect to 2025 Director compensation, at its January 2025 meeting, the Arrow Board of Directors approved the following Director retainer fees for 2025:

  12. • Director Compensation for 2025

    | 2025 Director Compensation Table | | | Annual Retainer | Position | | $30,000 | Arrow Director | | $20,000 | Arrow Bank Director | | $7,500 | Member, Audit Committee | | $5,000 | Member, Compensation Committee | | $5,000 | Member, Governance and Risk Committee | | $2,500 | Member, NCIA Board and Wealth Management Committee | | $2,500 | Manager, Upstate Agency, LLC | | $12,500 | Chair, Audit Committee | | $10,000 | Chair, Compensation Committee | | $10,000 | Chair, Governance and Risk Committee | | $7,500 | Chair, NCIA Board and Wealth Management Committee | | $5,000 | Chair, Upstate Agency, LLC | | $25,000 | Chair, Arrow Board | | $15,000 | Chair, Arrow Bank Board |

  13. • Director Compensation for 2025

    Only non-management Directors receive compensation for their services as Directors. Management Directors (those persons who are also officers) receive no additional compensation for their services as Directors. Therefore, Mr. DeMarco, our President and CEO who is also a Director, did not receive Director compensation in 2025, although he was entitled to reimbursement of any expenses incurred in connection with his service as Director. The 2025 quarterly Director payments included a portion of the fees payable in shares of Company common stock in accordance with the Arrow Financial Corporation 2023 Directors' Stock Plan (the "2023 DSP"). In accordance with the 2023 DSP, a portion of the 2025 Directors’ fees, as determined by the Board in its sole discretion, was payable to the Directors in shares of Company common stock, as opposed to cash or any other form of compensation, subject to applicable law and the provisions of the plan. Each Director elected the percentage of their directors’ fees payable in common stock from the portion that would otherwise be payable to the Director. With respect to director compensation payable in 2025, Directors Dake (until his June 2025 retirement), Dawsey and Miller elected to increase the portion of their fees payable in shares of the Company's common stock such that 100% of their fees would be payable in shares of the Company's common stock.

  14. 2025 Director Compensation Table

    2025 Director Compensation Table The following Director Compensation Table summarizes all compensation paid by the Company and Arrow Bank to the non-management Directors of the Company for the fiscal year ended December 31, 2025. Management Directors (who, in 2025, consisted solely of Mr. DeMarco) do not receive any compensation for service as Directors of the Company or its subsidiaries. Compensation received in 2025 by Mr. DeMarco is reported in the “Summary Compensation Table” within the Executive Compensation section.

  15. 2025 Director Compensation Table

    | Director | Fees Earned or Paid in Cash (a) | Stock Awards (b) | Restricted Stock Awards (c) | Dividends Paid on Unvested Restricted Stock Awards | Change in Pension Value/ Nonqualified Deferred Compensation Earnings | All Other Compensation | 2025 Director Compensation Total | | Mark L. Behan | $31,250 | $31,250 | $25,023 | $1,442 | $— | $— | $88,965 | | Tenée R. Casaccio | 45,000 | 45,000 | 25,023 | 1,442 | — | — | 116,465 | | Gregory J. Champion | 31,459 | 31,459 | 25,023 | 1,442 | — | — | 89,383 | | Gary C. Dake (d) | — | 32,500 | 25,023 | 738 | — | — | 58,261 | | James M. Dawsey | — | 61,041 | 15,014 | 824 | — | — | 76,879 | | Kristine M. Duffy | 31,979 | 31,979 | 15,014 | 824 | — | — | 79,796 | | Darrin M. Jahnel (e) | — | — | — | — | — | — | — | | David G. Kruczlnicki | 33,750 | 33,750 | 25,023 | 1,442 | — | — | 93,965 | | Elizabeth A. Miller (f) | — | 60,417 | 25,023 | 1,442 | — | — | 86,882 | | Philip C. Morris | 31,042 | 31,042 | 15,014 | 824 | — | — | 77,922 | | Raymond F. O'Conor | 28,542 | 28,542 | 25,023 | 1,442 | — | — | 83,549 | | Colin L. Read | 31,667 | 31,667 | 25,023 | 1,442 | — | — | 89,799 | | Daniel J. White | 36,667 | 36,667 | 5,005 | 206 | — | — | 78,545 |

  16. 2025 Director Compensation Table

    | (a) Represents the cash portion of the Basic Annual Retainer and fees relating to service on Boards and Committees. | | (b) Represents that portion of each listed Director’s total 2025 Directors’ fees that were paid in shares of Company stock, in accordance with the 2023 DSP. For purposes of determining the number of shares of the Company’s common stock distributable to the Directors, the shares are valued at the market price of the Company’s common stock on the date of distribution, in accordance with FASB ASC TOPIC 718. In 2025, the Directors received, as payment of that portion of their basic annual retainer fee regularly payable in such year, shares of Company stock and a quarterly distribution of shares at a per share price based on the closing price of Company stock on the date of distribution. As of December 31, 2025, no non-employee Directors held any unvested stock awards under the 2023 DSP. | | (c) Restricted stock awards granted to Directors are valued in accordance with FASB ASC TOPIC 718. The restricted stock awards were granted January 29, 2025. The restricted stock vests ratably over a period of three years following the date of grant. As of December 31, 2025, each non-employee Director held the following number of unvested restricted stock awards: Behan 1,214, Casaccio 1,214, Champion 1,214, Dawsey 698, Duffy 698, Jahnel 0, Kruczlnicki 1,214, Miller 1,214, Morris 698, O'Conor 1,214, Read 1,214 and White 181. As of December 31, 2025, each non-employee Director held the following aggregate number of unexercised stock options (whether vested or not vested): Behan 6,665, Casaccio 7,896, Champion 2,637, Dawsey 1,591, Duffy 1,591, Jahnel 0, Kruczlnicki 3,817, Miller 6,439, Morris 1,591, O'Conor 3,217, Read 7,011 and White 0. | | (d) Mr. Dake retired in June 2025 and his 2025 Director compensation is reflective of the term of his service as a Director. | | (e) Since Mr. Jahnel was appointed to the Board in November 2025, he did not receive any Director compensation in 2025. | | (f) Ms. Miller is retiring from the Board at the Annual Meeting on June 3, 2026. |

  17. Short-Term Incentive Plan ("STIP")

    Short-Term Incentive Plan ("STIP") Our STIP is based on a comprehensive quantitative and qualitative assessment of both Company and individual performance. In setting annual goals under the STIP, the Compensation Committee considers multiple inputs, including but not limited to: specific financial goals, trend analysis regarding our financial performance, general business and economic outlook and individual goals and objectives. The Compensation Committee, in its sole discretion, will determine, on a case-by-case basis, whether an NEO will receive a bonus award for the year and, if so, the amount of this bonus. The Compensation Committee meets at the beginning of each year to determine the STIP awards for the previous year when the Company’s final year-end performance is known.

  18. Long Term Incentive Plan ("LTIP")

    Long Term Incentive Plan ("LTIP") The purpose of the LTIP is to provide long-term incentive for executives to achieve financial goals of the Company and align long term economic interests with shareholders. The LTIP allows for grants of various types of equity awards, such as restricted stock, restricted stock units and stock options. The Company’s annual stock awards are typically granted shortly after the close of the Company’s fiscal year, and generally vest in equal increments over a four-year period.

  19. Compensation Policies and Features

    | What We Do | | What We Don't Do | | | ☑ | Maintain a clawback policy | ☑ | No tax gross ups | | ☑ | Maintain a stock ownership policy | ☑ | No stock option repricing | | ☑ | Maintain an insider trading policy | ☑ | No guaranteed incentive payments | | ☑ | Provide for "double-trigger" mechanism for change in control payments | ☑ | No hedging or pledging of stock |

  20. Peer Group Considerations

    Peer Group Considerations Executive Leadership uses peer group data as a point of reference to provide a competitive level of total compensation to our executive team. We do not target our compensation levels solely based on peer group data. The starting point for our peer group analysis is the New York Bankers Association ("NYBA") Pearl Meyer Survey Report, supplemented by additional data from appropriate peers based on comparable attributes such as size, product offerings and geographical location. Our compensation benchmarking process resulted in the following combined peer group:

  21. Peer Group Considerations

    | Bar Harbor Bank & Trust Canandaigua National Corporation Camden National Corporation Chemung Financial Corporation Community Bank ConnectOne Bancorp, Inc. | Five Star Bancorp NBT Bank, NA. Pathfinder Bancorp, Inc. Trustco Bank Corp. NY Tompkins Financial Corporation |

  22. Peer Group Considerations

    Periodically, we commission an independent outside consulting firm to conduct a comprehensive review of the Company’s executive compensation program. These periodic reviews provide an independent and objective analysis of all elements of compensation, individually and in aggregate, relative to market and peer group practices.

  23. STIP Award Decisions

    STIP Award Decisions The Compensation Committee receives input from the CEO for the assessment of the other NEOs performance, which is primarily based on execution of the Company's strategic plan. Similarly, the Compensation Committee determines the STIP for the CEO based on the Company's execution of its strategic plan and the CEO's overall leadership performance. The Compensation Committee sets goals that will result in bonus awards based on the financial performance of the Company. The chart below reflects each individual's target STIP opportunity. The maximum opportunity is 150% of target.

  24. STIP Award Decisions

    | Named Executive Officer | 2025 Base Salary | Target STIP % | Threshold STIP Payout Opportunity | Target STIP Amount | Maximum STIP Payout Opportunity | | David S. DeMarco | $715,850 | 50% | $178,963 | $357,925 | $536,888 | | Penko K. Ivanov | $422,300 | 40% | $84,460 | $168,920 | $253,380 | | Andrew J. Wise | $375,950 | 40% | $75,190 | $150,380 | $225,570 | | Marc J. Yrsha | $375,950 | 40% | $75,190 | $150,380 | $225,570 | | Michael J. Jacobs | $260,000 | 35% | $45,500 | $91,000 | $136,500 | | Brooke M. Pancoe | $260,000 | 35% | $45,500 | $91,000 | $136,500 |

  25. STIP Award Decisions

    The following tabular list shows the most important financial performance measures and goal weighting for 2025.

  26. STIP Award Decisions

    | Company Performance Measure | Target Weight (% of Financial Goals Only) | Target Goal | Actual Achieved | Actual Result | | Earnings Per Share (EPS) | 80% | $2.60 | $2.65 | Above Target | | Tangible Book Value (TBV) Growth | 5% | 6.50% | 10.31% | Above Target | | Return on Assets (ROA) | 5% | 1.00% | 1.00% | Target | | Non-Performing Loans | 5% | 0.50% | 0.24% | Above Target | | Net Charge-Offs | 5% | 0.15% | 0.19% | Below Target |

  27. STIP Award Decisions

    The following table shows the 2025 STIP award payments that were made in February 2026, which were determined in the sole discretion of the Compensation Committee.

  28. STIP Award Decisions

    | Named Executive Officer | 2025 Annual Incentive Actual Awards | | | | Amount | % of Base Target | | David S. DeMarco | $379,401 | 106.0% | | Penko K. Ivanov | $179,055 | 106.0% | | Andrew J. Wise | $159,403 | 106.0% | | Marc J. Yrsha | $159,403 | 106.0% | | Michael J. Jacobs | $96,460 | 106.0% | | Brooke M. Pancoe | $96,460 | 106.0% |

  29. LTIP Award Decisions

    LTIP Award Decisions At its January 2025 meeting, the Compensation Committee awarded restricted stock to our NEOs which vest 25% per year over a four-year period:

  30. LTIP Award Decisions

    | Named Executive Officer | Restricted Stock Awards in January 2025 (# shares) | Grant Date Fair Value of January 2025 Restricted Stock Awards | | David S. DeMarco | 8,798 | $243,265 | | Penko K. Ivanov | 3,708 | $102,526 | | Andrew J. Wise | 3,301 | $91,273 | | Marc J. Yrsha | 2,939 | $81,263 | | Michael J. Jacobs | 1,700 | $47,005 | | Brooke M. Pancoe | 1,628 | $45,014 |

  31. LTIP Award Decisions

    Other Information: The following are other aspects of our compensation that are material to our overall program, process and decisions.

  32. Executive Compensation

    | Name and Principal Position | Year | Salary | Bonus (a) | | Restricted Stock Awards (b) | Option Awards (c) | | Non-Equity Incentive Plan Compensation (d) | Change in Pension Value and Non-qualified Deferred Compensation Earnings (e) | All Other Compen- sation (f) | Total | | David S. DeMarco, President and CEO | 2025 | $715,850 | | — | $243,265 | | — | $379,401 | $171,248 | $62,642 | $1,572,406 | | | 2024 | 695,000 | — | | 103,926 | — | | 312,750 | 96,736 | 25,274 | 1,233,686 | | | 2023 | 502,308 | — | | — | 40,100 | | 215,625 | 151,195 | 34,304 | 943,532 | | Penko K. Ivanov, SEVP, CFO, Treasurer and CAO | 2025 | 422,300 | — | | 102,526 | — | | 179,055 | 29,508 | 53,647 | 787,036 | | | 2024 | 410,000 | — | | 43,305 | — | | 151,700 | 11,329 | 43,487 | 659,821 | | | 2023 | 310,154 | 40,000 | | — | — | | 97,500 | — | 21,678 | 469,332 | | Andrew J. Wise, SEVP, CRO and Corporate Secretary (g) | 2025 | 375,950 | — | | 91,273 | — | | 159,403 | 46,607 | 55,983 | 729,216 | | | 2024 | 365,000 | — | | 51,976 | — | | 135,050 | 24,759 | 48,344 | 625,129 | | | 2023 | 336,538 | — | | — | 40,100 | | 105,000 | 47,382 | 41,458 | 570,478 | | Marc J. Yrsha, SEVP and CBO | 2025 | 375,950 | — | | 81,263 | — | | 159,403 | 40,344 | 51,309 | 708,269 | | | 2024 | 325,000 | — | | 36,378 | — | | 120,250 | 10,126 | 45,437 | 537,191 | | Michael J. Jacobs EVP and CIO | 2025 | 260,000 | — | | 47,005 | — | | 96,460 | 41,468 | 25,696 | 470,629 | | Brooke M. Pancoe, EVP and CHRO | 2025 | 260,000 | — | | 45,014 | — | | 96,460 | 21,276 | 24,777 | 447,527 |

  33. Executive Compensation

    | (a) Represents a one-time sign-on bonus paid in connection with Mr. Ivanov's commencement of employment. | | (b) This column sets forth the grant date fair value of the restricted stock awards granted under the Company’s 2022 LTIP for each of the listed years, calculated in accordance with FASB ASC TOPIC 718 using the assumptions referred to in the Company's financial statements, footnotes to financial statements and Management's Discussions and Analysis in the Company's Form 10-K for the year ended December 31, 2025. The estimated value of each share of restricted stock granted in 2025 under the 2022 LTIP was $27.65, the closing price of our common stock on the date of the grant. | | (c) This column sets forth the grant date fair value of option awards granted under the Company’s 2022 LTIP for 2023, calculated in accordance with FASB ASC TOPIC 718 using the assumptions referred in the Company's financial statements, footnotes to financial statements and Management's Discussions and Analysis in the Company's Form 10-K for the year ended December 31, 2023. The grant date fair value of each stock option granted under the 2022 LTIP, in each case using the Black-Scholes model to estimate fair value, was $8.02 per option share in 2023 (all grants were made February 1, 2023). All such stock options vest ratably in equal installments over the first four anniversaries following the date of grant. | | (d) This column sets forth the STIP payments made for each of the listed years, based on the financial performance of the Company, strategic Company results and individual performance factors during that year, as applicable. STIP amounts payable for a given year are generally paid in February of the succeeding year. | | (e) This column sets forth the actuarial increase during each of the listed years in the present value of the retirement benefits under qualified pension plans and nonqualified deferred compensation plans maintained by the Company that cover such NEO, determined using interest rate, mortality rate and other assumptions consistent with those used in the Company’s financial statements. The net increase in the present value of retirement benefits reported for each of the NEOs for 2025 includes (i) under the Company’s Employees’ Pension Plan (“Pension Plan”), $99,943 for Mr. DeMarco, $18,092 for Mr. Ivanov, $37,304 for Mr. Wise, $32,161 for Mr. Yrsha, $41,468 for Mr. Jacobs and $21,276 for Ms. Pancoe and (ii) under the Company's SERP, $71,305 for Mr. DeMarco, $11,416 for Mr. Ivanov, $9,303 for Mr. Wise and $8,183 for Mr. Yrsha. | | (f) All Other Compensation includes the following components for 2025: |

  34. Executive Compensation

    | Name | Company Contribution to ESOP | Life Insurance & Long Term Disability Premiums Paid by Company | Dollar Value of Discount in Share Price for Company Common Stock Purchased Under Employees' Stock Purchase Plan | Perquisites Received if Greater than $10,000 | Dividends Paid on Unvested Restricted Stock Awards | Total Other Compensation | | David S. DeMarco (1) | $21,000 | $1,170 | $1,167 | $25,185 | $14,121 | $62,642 | | Penko K. Ivanov (1) | 21,000 | 1,170 | 940 | 24,606 | 5,932 | 53,647 | | Andrew J. Wise (1) | 21,000 | 1,170 | 1,222 | 26,783 | 5,809 | 55,983 | | Marc J. Yrsha (1) | 21,000 | 1,170 | 500 | 23,857 | 4,783 | 51,309 | | Michael J. Jacobs | 20,696 | 1,130 | 500 | — | 3,370 | 25,696 | | Brooke M. Pancoe | 20,474 | 1,128 | 500 | — | 2,675 | 24,777 | | (1) NEO received both a country club membership and personal use of a Company vehicle, which is included in Perquisites Received if Greater than $10,000 if applicable. | | | | | | |

  35. Executive Compensation

    | (g) Mr. Wise served as the COO of the Company until his appointment on February 1, 2024 as the CRO. |

  36. Executive Compensation

    Grants of Plan-Based Awards Table: As noted in the Compensation Discussion and Analysis section, the Company may award officers and key employees with both an annual STIP and an LTIP award to attract and retain such individuals and to motivate them to improve the Company’s short- and long-term performance, respectively. The STIP bonus payable to covered individuals, including NEOs, is based on a comprehensive quantitative and qualitative assessment of both Company and individual performance. Because the STIP bonus payment is discretionary, no NEO has a contractual right to a bonus under the STIP for any given year. The Company’s 2022 LTIP (and its predecessors) authorizes the granting of stock-based awards as a long-term incentive component within the overall compensation program.

  37. Executive Compensation

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan | | | Estimated Future Payouts Under Equity Incentive Plan | | | All Other Stock Awards: Number of Shares of Stock or Units (b) | All Other Share Awards: Number of Securities Underlying Restricted Stock Awards | Grant Date Fair Value of Restricted Stock (c) | | | | Threshold (a) | Target | Max | Threshold | Target | Max | | | | | David S. DeMarco | | $179,713 | $359,425 | $539,138 | — | — | — | — | — | — | | | 1/29/2025 | | | | | | | 8,798 | 8,798 | $243,265 | | Penko K. Ivanov | | $84,460 | $168,920 | $253,380 | — | — | — | — | — | — | | | 1/29/2025 | | | | | | | 3,708 | 3,708 | $102,526 | | Andrew J. Wise | | $75,190 | $150,380 | $225,570 | — | — | — | — | — | — | | | 1/29/2025 | | | | | | | 3,301 | 3,301 | $91,273 | | Marc J. Yrsha | | $75,190 | $150,380 | $225,570 | — | — | — | — | — | — | | | 1/29/2025 | | | | | | | 2,939 | 2,939 | $81,263 | | Michael J. Jacobs | | $45,500 | $91,000 | $136,500 | — | — | — | — | — | — | | | 1/29/2025 | | | | | | | 1,700 | 1,700 | $47,005 | | Brooke M. Pancoe | | $45,500 | $91,000 | $136,500 | — | — | — | — | — | — | | | 1/29/2025 | | | | | | | 1,628 | 1,628 | $45,014 |

  38. Executive Compensation

    | (a) The threshold incentive award to any covered person under the STIP, including an NEO, is not the minimum bonus payment such person may receive under the STIP. The Compensation Committee may choose to pay a bonus under the STIP to any covered person, including an NEO, that is less than their threshold incentive award, or not to pay such person any bonus under the STIP, even if applicable performance thresholds or targets have been met by the Company and/or such person for the year in question. | | (b) Amounts disclosed in this column reflect the number of restricted stock awards granted to our NEOs in 2025. | | (c) Amounts in this column represent the grant date fair values of stock awards granted to our NEOs in accordance with FASB ASC Topic 718. The grant date fair value of the restricted stock awards is calculated using the closing market price of our common stock on the grant date. |

  39. Executive Compensation

    Outstanding Equity Awards at Fiscal Year-End Table: The following table shows all outstanding stock-based awards held by each NEO as of December 31, 2025. Such awards consist of stock options to acquire the Company’s common stock and shares of restricted stock granted under the Company’s 2022 LTIP (or predecessor plans).

  40. Executive Compensation

    | Name | Securities Underlying Unexercised Options (Exercisable) | Securities Underlying Unexercised Options (Unexer- cisable) (a) | Equity Incentive Plan Awards: Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of shares or units of stock that have Not Vested (a) | Market Value of shares or units of stock that have Not Vested (a) | | David S. DeMarco | 6,150 | — | — | $30.26 | 1/25/2027 | — | — | | | 5,970 | — | — | $27.47 | 1/31/2028 | — | — | | | 5,796 | — | — | $27.35 | 1/30/2029 | — | — | | | 5,627 | — | — | $31.34 | 1/29/2030 | — | — | | | 5,464 | — | — | $27.04 | 1/27/2031 | — | — | | | 3,979 | 1,326 | — | $33.78 | 1/26/2032 | — | — | | | 2,575 | 2,575 | — | $31.47 | 2/1/2033 | — | — | | | | | | | | 11,882 | 373,095 | | Penko K. Ivanov | | | | | | 4,993 | 156,780 | | Andrew J. Wise | 614 | — | — | $30.26 | 1/25/2027 | — | — | | | 5,628 | — | — | $31.34 | 1/29/2030 | — | — | | | 3,978 | 1,326 | — | $33.78 | 1/26/2032 | — | — | | | 2,575 | 2,575 | — | $31.47 | 2/1/2033 | — | — | | | | | | | | 4,843 | 152,070 | | Marc J. Yrsha | 845 | — | — | $31.34 | 1/29/2030 | — | — | | | 1,093 | — | — | $27.04 | 1/27/2031 | — | — | | | 1,591 | 531 | — | $33.78 | 1/26/2032 | — | — | | | 1,545 | 1,545 | — | $31.47 | 2/1/2033 | — | — | | | | | | | | 4,019 | 126,197 | | Michael J. Jacobs | 1,231 | — | — | $30.26 | 1/25/2027 | — | — | | | 1,195 | — | — | $27.47 | 1/31/2028 | — | — | | | 1,160 | — | — | $27.35 | 1/30/2029 | — | — | | | 1,688 | — | — | $31.34 | 1/29/2030 | — | — | | | 1,230 | — | — | $27.04 | 1/27/2031 | — | — | | | 1,591 | 531 | — | $33.78 | 1/26/2032 | — | — | | | 1,545 | 1,545 | — | $31.47 | 2/1/2033 | — | — | | | | | | | | 2,780 | 87,292 | | Brooke M. Pancoe | 1,093 | — | — | $27.04 | 1/27/2031 | — | — | | | 1,194 | 397 | — | $33.78 | 1/26/2032 | — | — | | | 773 | 772 | — | $31.47 | 2/1/2033 | — | — | | | | | | | | 2,246 | 70,524 |

  41. Executive Compensation

    | (a) All stock options and restricted stock granted to NEOs vest ratably in equal installments over the first four anniversaries following the date of the grant. Value of restricted stock calculated using the closing stock price of $31.40 as of December 31, 2025. |

  42. Executive Compensation

    Practices Related to the Grant of Equity Awards: Neither the Board of Directors nor the Compensation Committee has a predetermined schedule with respect to the grant of equity awards. Neither the Board of Directors nor the Compensation Committee take into account material non-public information when determining the timing or terms of equity awards, nor does the Company schedule disclosure of material non-public information for the purpose of affecting the value of executive compensation. The Company has not granted any option awards since 2023. Option Exercises and Stock Vested Table: The following table sets forth information regarding stock option exercises and shares vested for each NEO during 2025:

  43. Executive Compensation

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise (a) | Number of Shares Acquired on Vesting (b) | Value Realized on Vesting | | David S. DeMarco | — | $— | 1,027 | $26,558 | | Penko K. Ivanov | — | $— | 428 | $11,068 | | Andrew J. Wise | 3,483(c) | $13,619 | 514 | $13,292 | | Marc J. Yrsha | — | $— | 359 | $9,284 | | Michael J. Jacobs | — | $— | 359 | $9,284 | | Brooke M. Pancoe | — | $— | 205 | $5,301 |

  44. Executive Compensation

    | (a) Represents the “spread” of options on the date of exercise, i.e., the difference between the dollar value of the shares of common stock for which options were exercised, based on the closing price of the Company's common stock on the date of exercise and the exercise price (purchase price) of such shares under the options. | | (b) Represents the total number of shares of restricted stock that vested during 2025. | | (c) Represents the gross number of options exercised, the actual number of shares received was net of shares surrendered to pay the exercise price. |

  45. Executive Compensation

    Pension Benefits and Table: The Company maintains a qualified retirement plan for eligible employees who have attained the age of 18, completed one year of service and work a minimum of 1,000 hours per calendar year. Eligible compensation under the retirement plan includes salary, overtime, sick pay, bonuses and other cash and non-cash benefits. Participants in the retirement plan with 25 years of service may retire at any age, participants with 10 years of service may retire at or after age 55, and participants with five years of service may retire at or after age 65. For early retirement prior to age 65, annuity payments, if elected, would be reduced by 0.25% for each month the participant elects to retire before age 65. Participants who are eligible to retire may not commence receipt of their benefit prior to age 55, unless the lump sum present value of the accrued benefit does not exceed $50,000. The Company maintains an unfunded, non-qualified SERP, in part for the benefit of NEOs, as determined by the Compensation Committee on a case-by-case basis. The SERP contains both a qualified retirement plan “makeup” benefit feature and a special additional SERP benefit feature. For those NEOs who qualify and are selected to participate in the “makeup” benefit feature, the award provides enhanced installment payments post-retirement that are designed to give the NEO the overall level of retirement payments they would have received under the qualified retirement plan alone if there were no limitations on compensation for high-paid personnel under the Internal Revenue Code. Under the additional SERP benefit feature, the Compensation Committee is authorized to grant to selected executive officers additional payments upon their retirement, beyond their SERP “make-up” benefit payments. Such additional payments are also typically structured as post-retirement installment payments, the amounts of which are determined on a case-by-case basis by the Compensation Committee at or before the time of retirement. Messrs. DeMarco, Ivanov, Wise, Yrsha, Jacobs and Ms. Pancoe are eligible to participate in the “make-up” benefit feature of the SERP. In 2025, none of the NEOs, participated in the special additional benefit feature of the SERP. The following table sets forth the present value of accumulated benefits under both the qualified and non-qualified retirement plans of the Company payable to each NEO as of December 31, 2025, and the number of years of service credited to them under the plans. The present value was determined using interest rate and mortality rate assumptions consistent with those described in Note 13 in Item 8 of the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2025, as included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

  46. Executive Compensation

    | Name | Plan Name | Years of Credited Service | Value of Accumulated Benefit as of December 31, 2025 (a) | Payments During Last Fiscal Year | | David S. DeMarco | Retirement Plan | 38.08 | $1,241,658 | $— | | | SERP | 13.00 | $71,305 | $— | | Penko K. Ivanov | Retirement Plan | 2.00 | $29,421 | $— | | | SERP | 2.00 | $11,416 | $— | | Andrew J. Wise | Retirement Plan | 9.00 | $206,581 | $— | | | SERP | 7.00 | $9,303 | $— | | Marc J. Yrsha | Retirement Plan | 10.00 | $123,143 | $— | | | SERP | 2.00 | $8,183 | $— | | Michael J. Jacobs | Retirement Plan | 21.50 | $259,373 | $— | | | SERP | 2.00 | $— | $— | | Brooke M. Pancoe | Retirement Plan | 7.00 | $68,093 | $— | | | SERP | 2.00 | $— | $— |

  47. Executive Compensation

    | (a) The increase in present value of retirement benefits reported for each of the Named Executive Officers for 2025 includes the Company's contribution. |

  48. Executive Compensation

    Nonqualified Deferred Compensation: The Company has an Executive Officer Deferred Compensation Plan under which an executive officer may elect on a year-to-year basis to defer until retirement all or a portion of his salary or bonus payments otherwise payable to them during and for such year. Amounts deferred earn interest at a rate equal to the highest rate currently paid on individual retirement accounts by Arrow Bank. None of the NEOs elected to defer under the plan in or for 2025 or the prior two years. Pay Ratio Disclosure: As of December 31, 2023, the date we selected to identify our median employee, our total employee population, excluding Mr. DeMarco, consisted of 539 employees who were all located in the United States. To identify the median compensated employee, we used Box 5 of Form W-2 compensation for the full year 2023 for all such employees, annualizing compensation for those employees hired during 2023. As of December 31, 2025, our total employee population, excluding Mr. DeMarco, consisted of 580 employees who were all located in the United States. We used the same median employee as was used for 2023 as there have been no material changes in our employee population or employee compensation arrangements that we believe would result in a significant change to the pay ratio. The 2025 annual total compensation of our median employee was $62,443. Mr. DeMarco's total annual compensation as reported in the Summary Compensation Table for 2025 was $1,572,406; the ratio of these amounts was 25:1. Mr. DeMarco's 2025 compensation total includes unvested restricted stock awards as shown in the Summary Compensation Table.

  49. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”) and certain Company performance for the fiscal years listed below. You should refer to the Compensation Discussion and Analysis ("CD&A") for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.

  50. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides the information required for our NEOs and Principal Executive Officer ("PEO") for each of the fiscal years ended December 31, 2025, December 31, 2024, December 31, 2023, December 31, 2022 and December 31, 2021 along with the financial information required to be disclosed for each fiscal year:

  51. Pay Versus Performance Table

    | | | | | | | | Year-end value of $100 invested on December 31, 2020 in: | | | | | Year | Summary Compensation Table Total for PEO (Murphy) | Compensation Actually Paid to PEO (Murphy) | Summary Compensation Table Total for PEO (DeMarco) | Compensation Actually Paid to PEO (DeMarco) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Arrow Financial Corporation | KBW Regional Banking Index (7) | Net Income (in millions) | Earnings Per Share | | | (1) | (1)(2)(3)(4) | (1) | (1)(2)(3)(4) | (5) | (2)(3)(4)(5) | | | | (6) | | 2025 | N/A | N/A | $1,572,406 | $1,549,275 | $628,535 | $627,359 | $139.22 | $152.71 | $43.95 | $2.65 | | 2024 | N/A | N/A | $1,233,686 | $1,230,215 | $614,197 | $614,702 | $122.21 | $143.39 | $29.70 | $1.77 | | 2023 | $1,662,004 | $692,271 | $943,532 | $811,730 | $541,482 | $480,734 | $114.09 | $126.67 | $30.10 | $1.77 | | 2022 | $1,742,204 | $1,922,576 | N/A | N/A | $584,089 | $562,080 | $127.87 | $127.17 | $48.80 | $2.87 | | 2021 | $2,146,089 | $2,013,535 | N/A | N/A | $557,166 | $601,047 | $124.97 | $136.64 | $49.90 | $2.93 |

  52. Pay Versus Performance Table

    (1) The PEO in each reporting years 2021 through 2023 was Thomas J. Murphy, who was an executive officer until May 12, 2023. The PEO in the reporting years 2024 through 2025 was David S. DeMarco, our current PEO. (2) Subtractions from, and additions to, total compensation in the Summary Compensation table by year to calculate CAP include:

  53. Pay Versus Performance Table

    | | | 2025 | | 2024 | | 2023 | | | 2022 | | 2021 | | | | | PEO (DeMarco) | Average Non-CEO NEOs | PEO (DeMarco) | Average Non-CEO NEOs | PEO (Murphy) | PEO (DeMarco) | Average of Other Non-PEO NEOs | PEO (Murphy) | Average of Other Non-PEO NEOs | PEO (Murphy) | Average of Other Non-PEO NEOs | | Total Compensation from Summary Compensation Table | | $1,572,406 | $628,535 | $1,233,686 | $614,197 | $1,662,004 | $943,532 | $541,482 | $1,742,204 | $584,089 | $2,146,089 | $557,166 | | Adjustments for Pension | | | | | | | | | | | | | | | Adjustment Summary Compensation Table Pension | $(171,248) | $(35,841) | $(96,736) | $(23,300) | $(1,031,417) | $(151,195) | $(51,964) | $(470,237) | $(52,579) | $(908,942) | $(46,099) | | | Amount added for current year service cost | $97,104 | $18,867 | $87,095 | $22,704 | $530,040 | $65,438 | $24,772 | $595,215 | $33,255 | $571,465 | $31,163 | | Total Adjustments for Pension | | $(74,144) | $(16,974) | $(9,641) | $(595) | $(501,377) | $(85,757) | $(27,192) | $124,978 | $(19,324) | $(337,477) | $(14,936) | | Adjustments for Equity Awards | | | | | | | | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | $(243,265) | $(73,416) | $(103,926) | $(45,909) | $(242,704) | $(40,100) | $(26,733) | $(226,485) | $(38,251) | $(187,798) | $(24,251) | | | Year-end fair value of unvested awards granted in the current year | $276,257 | $83,373 | $118,027 | $52,137 | $— | $32,551 | $21,701 | $230,583 | $32,940 | $279,970 | $54,023 | | | Year-over-year difference of year-end fair values and vest date fair values for awards granted in prior years | $9,997 | $3,763 | $(5,821) | $(3,475) | $— | $(35,652) | $(25,412) | $38,559 | $18,756 | $106,511 | $29,766 | | | Fair values at vest date for awards granted and vested in current year | $— | $— | $— | $— | $99,539 | $— | $— | $— | $— | $— | $— | | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $(6,097) | $(2,436) | $(4,372) | $(2,652) | $(159,079) | $(2,844) | $(3,112) | $(986) | $1,098 | $(6,543) | $(721) | | | Forfeitures during current year equal to prior year-end fair value | $— | $— | $— | $— | $(169,874) | $— | $— | $— | $(17,228) | $— | $— | | | Dividends or dividend equivalents not otherwise included in total compensation | $14,121 | $4,514 | $2,261 | $999 | $3,762 | $— | $— | $13,723 | $— | $12,783 | $— | | Total Adjustments for Equity Awards | | $51,013 | $15,798 | $6,169 | $1,101 | $(468,356) | $(46,045) | $(33,557) | $55,394 | $(2,685) | $204,923 | $58,817 | | Compensation Actually Paid (as calculated) | | $1,549,275 | $627,359 | $1,230,215 | $614,702 | $692,271 | $811,730 | $480,734 | $1,922,576 | $562,080 | $2,013,535 | $601,047 |

  54. Pay Versus Performance Table

    (3) The following table illustrates the valuation assumptions used for stock option awards included as part of CAP: •Expected life of each stock option is based on the "simplified method" using an average of the remaining vest and remaining term, as of the vest/fiscal year end ("FYE"). •Number of options and exercise price are valued as of FYE 2025 point-in-time. •Risk-free-rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/FYE. •Historical volatility is based on daily price history for each expected life (years) prior to each vest/FYE. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits.

  55. Pay Versus Performance Table

    | | For Stock Options Vesting in | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Expected volatility | 32% - 34% | 31% - 40% | 35% - 40% | 36% - 39% | 36% - 41% | | Expected dividend yield | 4.0% - 4.2% | 4.0% - 4.3% | 3.3% - 3.3% | 3.1% - 3.1% | 3.4% - 3.6% | | Expected term, in years | 3.0 - 4.0 | 3.0 - 4.5 | 3.0 - 4.5 | 3.0 - 4.5 | 3.0 - 4.5 | | Risk-free interest rate | 4.2% - 4.3% | 3.8% - 4.2% | 3.6% - 4.0% | 1.4% - 1.7% | 0.2% - 0.5% |

  56. Pay Versus Performance Table

    (4) The following table illustrates the valuation assumptions as of the vesting date for restricted stock awards that vested in each of 2025, 2024, 2023, 2022 and 2021 (note that no awards vested in 2024):

  57. Pay Versus Performance Table

    | | Weighted Average Fair Value | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Weighted Average Fair Value at vesting | $25.96 | N/A | $22.56 | $34.35 | $27.61 |

  58. Pay Versus Performance Table

    (5) Non-PEO NEOs reflect the average Summary Compensation Table total compensation and average CAP for Penko Ivanov, Andrew J. Wise, Marc J. Yrsha, Michael J. Jacobs and Brooke M. Pancoe in the 2025 reporting year, Penko Ivanov, David D. Kaiser, Andrew J. Wise and Marc J. Yrsha in the 2024 reporting year, Penko Ivanov, David D. Kaiser and Andrew J. Wise in the 2023 reporting year, and Edward J. Campanella, David S. DeMarco, David D. Kaiser and Andrew J. Wise in the 2021-2022 reporting years. (6) Earnings per Share is defined in the Compensation Discussion and Analysis section of this Proxy Statement. (7) The Company updated its TSR comparator group in 2025 to the KBW Regional Banking Index from the ABA NASDAQ Community Bank Index used in 2024. Historical figures have been updated to reflect the KBW Regional Banking Index.

  59. Pay Versus Performance: Graphical Description

    Pay Versus Performance: Graphical Description The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures: •the Company’s cumulative TSR and the Peer Group’s cumulative TSR; •the Company’s Net Income; and •the Company Selected Measure, for which we have selected Earnings per Share. CAP and Cumulative TSR / Cumulative TSR of the Peer Group CAP and Company Net Income as Reported CAP and Company Selected Measure, Earnings per Share as Reported

  60. The description below is based on a theoretical termination or change in control on December 31, 2025 for

    The description below is based on a theoretical termination or change in control on December 31, 2025 for our NEOs.