ARROW FINANCIAL CORPORATION (NASDAQ:AROW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 – Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
New Employment Agreement for CEO Murphy.> On February 1, 2017,
Arrow Financial Corporation (the Company) executed a new three-year
employment agreement with Thomas J. Murphy, President and Chief
Executive Officer of the Company and President and Chief Executive
Officer of the Companys lead subsidiary bank, Glens Falls National
Bank and Trust Company (GFNB). The new agreement, which became
effective on February 1, 2017, replaced a similar three-year
employment agreement entered into by the Company with Mr. Murphy in
early 2016.
Arrow Financial Corporation (the Company) executed a new three-year
employment agreement with Thomas J. Murphy, President and Chief
Executive Officer of the Company and President and Chief Executive
Officer of the Companys lead subsidiary bank, Glens Falls National
Bank and Trust Company (GFNB). The new agreement, which became
effective on February 1, 2017, replaced a similar three-year
employment agreement entered into by the Company with Mr. Murphy in
early 2016.
Under the new agreement, Mr. Murphys annual base salary will be
$440,000, an increase of $40,000 from his previous annual base
salary. During the term of the agreement, Mr. Murphys annual base
salary may be increased but may not be decreased. Under the new
agreement, in addition to receiving the benefits available to
salaried employees generally (e.g., medical, dental and life
insurance coverage, participation in the qualified retirement
plan), Mr. Murphy is also eligible to participate in certain other
compensation and benefit plans available to key employees,
including the annual incentive (bonus) plan, the long-term equity
incentive plan, and the supplemental executive retirement plan.
$440,000, an increase of $40,000 from his previous annual base
salary. During the term of the agreement, Mr. Murphys annual base
salary may be increased but may not be decreased. Under the new
agreement, in addition to receiving the benefits available to
salaried employees generally (e.g., medical, dental and life
insurance coverage, participation in the qualified retirement
plan), Mr. Murphy is also eligible to participate in certain other
compensation and benefit plans available to key employees,
including the annual incentive (bonus) plan, the long-term equity
incentive plan, and the supplemental executive retirement plan.
The agreement provides that if, during the term of the agreement,
the Company and/or GFNB terminates Mr. Murphys employment, other
than for cause (as defined), or the executive terminates his own
employment with the Company and/or GFNB, for good reason (as
defined), he will receive a lump-sum payment equal to (a) the
dollar amount of base salary payable to him during the remaining
term of his agreement, or (b) one year’s base salary, whichever is
greater.
the Company and/or GFNB terminates Mr. Murphys employment, other
than for cause (as defined), or the executive terminates his own
employment with the Company and/or GFNB, for good reason (as
defined), he will receive a lump-sum payment equal to (a) the
dollar amount of base salary payable to him during the remaining
term of his agreement, or (b) one year’s base salary, whichever is
greater.
Also under the agreement, if during the term of the agreement there
is a change of control (as defined) of the Company and, within 12
months after such change of control, (a) the Company and/or GFNB
terminates the employment of Mr. Murphy, other than for cause, or
(b) Mr. Murphy terminates his own employment with the Company
and/or GFNB, for good reason, he will be entitled to receive an
aggregate dollar amount, payable in installments over a two-year
period following the date of his termination (or in a lump-sum, in
the event of unforeseeable emergency), equal to approximately three
times his average annual taxable compensation for the five years
preceding the change of control, subject to downward adjustment to
reflect the value of any other change of control payments or
benefits he might receive following such change of control.
Additionally, he shall be entitled to receive, for a period of two
years following the date of his termination, medical, dental and
life insurance coverage that is generally equivalent to the
coverage held by him on such date, subject to employee cost
sharing. However, under no circumstances will he receive any
payment under this change of control provision if such payment
would constitute an excess parachute payment under the tax laws.
is a change of control (as defined) of the Company and, within 12
months after such change of control, (a) the Company and/or GFNB
terminates the employment of Mr. Murphy, other than for cause, or
(b) Mr. Murphy terminates his own employment with the Company
and/or GFNB, for good reason, he will be entitled to receive an
aggregate dollar amount, payable in installments over a two-year
period following the date of his termination (or in a lump-sum, in
the event of unforeseeable emergency), equal to approximately three
times his average annual taxable compensation for the five years
preceding the change of control, subject to downward adjustment to
reflect the value of any other change of control payments or
benefits he might receive following such change of control.
Additionally, he shall be entitled to receive, for a period of two
years following the date of his termination, medical, dental and
life insurance coverage that is generally equivalent to the
coverage held by him on such date, subject to employee cost
sharing. However, under no circumstances will he receive any
payment under this change of control provision if such payment
would constitute an excess parachute payment under the tax laws.
The agreement contains a non-competition provision that is
triggered upon termination of Mr. Murphys employment with the
Company and/or GFNB.
triggered upon termination of Mr. Murphys employment with the
Company and/or GFNB.
The agreement also provides that, on or before each anniversary of
the effective date of the agreement, the Board of Directors of the
Company and the Board of Directors of GFNB will consider and vote
upon a proposal to replace Mr. Murphys existing agreement with a
new three-year employment agreement containing provisions at least
as favorable to the executive as his current agreement on the date
of such consideration.
the effective date of the agreement, the Board of Directors of the
Company and the Board of Directors of GFNB will consider and vote
upon a proposal to replace Mr. Murphys existing agreement with a
new three-year employment agreement containing provisions at least
as favorable to the executive as his current agreement on the date
of such consideration.
New Employment Agreements for SVPs DeMarco and Kaiser. On February
1, 2017, the Company executed new two-year employment agreements
with each of (i) David S. DeMarco, a Company Senior Vice President
and President and Chief Executive Officer of Saratoga National Bank
and Trust Company, the Companys other banking subsidiary (SNB) and
(ii) David D. Kaiser, a Company Senior Vice President and the Chief
Loan Officer of GFNB. The new agreements, which became effective on
February 1, 2017, replaced similar two-year employment agreements
previously entered into by the Company with Mr. DeMarco and Mr.
Kaiser in early 2016.
1, 2017, the Company executed new two-year employment agreements
with each of (i) David S. DeMarco, a Company Senior Vice President
and President and Chief Executive Officer of Saratoga National Bank
and Trust Company, the Companys other banking subsidiary (SNB) and
(ii) David D. Kaiser, a Company Senior Vice President and the Chief
Loan Officer of GFNB. The new agreements, which became effective on
February 1, 2017, replaced similar two-year employment agreements
previously entered into by the Company with Mr. DeMarco and Mr.
Kaiser in early 2016.
Under the new agreements, Mr. DeMarcos annual base salary will be
$265,000, an increase of $15,000 from his previous annual base
salary, and Mr. Kaisers annual base salary will be $225,000, an
increase of $15,000 from his previous annual base salary . During
the term of the agreements, the executives annual base salaries may
be increased but may not be decreased. Under the new agreements,
each executive, in addition to receiving the benefits available to
salaried employees generally (e.g., medical, dental and life
insurance coverage, participation in the qualified retirement
plan), is also eligible to participate in certain other benefit and
compensation plans available to key employees, including the annual
incentive (bonus) plan, the long-term equity incentive plan, and
the supplemental executive retirement plan.
$265,000, an increase of $15,000 from his previous annual base
salary, and Mr. Kaisers annual base salary will be $225,000, an
increase of $15,000 from his previous annual base salary . During
the term of the agreements, the executives annual base salaries may
be increased but may not be decreased. Under the new agreements,
each executive, in addition to receiving the benefits available to
salaried employees generally (e.g., medical, dental and life
insurance coverage, participation in the qualified retirement
plan), is also eligible to participate in certain other benefit and
compensation plans available to key employees, including the annual
incentive (bonus) plan, the long-term equity incentive plan, and
the supplemental executive retirement plan.
Each agreement provides that if, during the term of the agreement,
the Company and/or SNB or GFNB, as applicable, terminates the
employment of the executive, other than for cause (as defined), or
he terminates his own employment with the Company and/or SNB or
GFNB, as applicable, for good reason (as defined), he will receive
a lump-sum payment equal to (a) the amount of base salary payable
to him during the remaining term of his agreement, or (b) one
year’s base salary, whichever is greater.
the Company and/or SNB or GFNB, as applicable, terminates the
employment of the executive, other than for cause (as defined), or
he terminates his own employment with the Company and/or SNB or
GFNB, as applicable, for good reason (as defined), he will receive
a lump-sum payment equal to (a) the amount of base salary payable
to him during the remaining term of his agreement, or (b) one
year’s base salary, whichever is greater.
Also, under each agreement, if during the term of the agreement
there is a change of control (as defined) of the Company and,
within 12 months after such change of control, (a) the Company
and/or SNB or GFNB, as the case may be, terminates the employment
of the executive, other than for cause, or (b) the executive
terminates his own employment with the Company and/or SNB or GFNB,
as the case may be, for good reason, he will be entitled to receive
an aggregate dollar amount, payable in installments over a two-year
period following the date of his termination (or in a lump-sum, in
the event of unforeseeable emergency), equal to approximately two
times his average annual taxable compensation for the five years
preceding the change of control, subject to downward adjustment to
reflect the value of any other change of control payments or
benefits he might receive following such change of control.
Additionally, the executive shall be entitled to receive, for a
period of two years following the date of his termination, medical,
dental and life insurance coverage that is generally equivalent to
the coverage held by him on such date, subject to employee cost
sharing. However, under no circumstances will the executive receive
any payment under this change of control provision if such payment
would constitute an excess parachute payment under the tax laws.
there is a change of control (as defined) of the Company and,
within 12 months after such change of control, (a) the Company
and/or SNB or GFNB, as the case may be, terminates the employment
of the executive, other than for cause, or (b) the executive
terminates his own employment with the Company and/or SNB or GFNB,
as the case may be, for good reason, he will be entitled to receive
an aggregate dollar amount, payable in installments over a two-year
period following the date of his termination (or in a lump-sum, in
the event of unforeseeable emergency), equal to approximately two
times his average annual taxable compensation for the five years
preceding the change of control, subject to downward adjustment to
reflect the value of any other change of control payments or
benefits he might receive following such change of control.
Additionally, the executive shall be entitled to receive, for a
period of two years following the date of his termination, medical,
dental and life insurance coverage that is generally equivalent to
the coverage held by him on such date, subject to employee cost
sharing. However, under no circumstances will the executive receive
any payment under this change of control provision if such payment
would constitute an excess parachute payment under the tax laws.
Each agreement contains a non-competition provision that is
triggered upon termination of the executives employment with the
Company and/or SNB or GFNB, as applicable.
triggered upon termination of the executives employment with the
Company and/or SNB or GFNB, as applicable.
Each agreement also provides that, on or before each anniversary of
the effective date of the agreement, the Board of Directors of the
Company and/or the Board of Directors of SNB or GFNB, as
applicable, will consider and vote upon a proposal to replace the
existing agreement with a new two-year employment agreement
containing provisions at least as favorable to the executive as his
current agreement on the date of such consideration.
the effective date of the agreement, the Board of Directors of the
Company and/or the Board of Directors of SNB or GFNB, as
applicable, will consider and vote upon a proposal to replace the
existing agreement with a new two-year employment agreement
containing provisions at least as favorable to the executive as his
current agreement on the date of such consideration.
Retirement of CFO Goodemote.>On February 1, 2017, Terry R.
Goodemote, Executive Vice President, Treasurer and Chief Financial
Officer of the Company and Senior Executive Vice President,
Treasurer and Chief Financial Officer of GFNB, informed the Company
of his intention to retire from all positions he holds as an
officer of the Company, GFNB and their affiliates, effective as of
the date of hire of his successor. Mr. Goodemote may remain
employed with the Company after such date in an advisory capacity
to support the transition to his successor. The Employment
Agreement effective February 1, 2016 by and among the Company, GFNB
and Mr. Goodemote is not being renewed or replaced at this time,
but will continue in effect until it is terminated.
Goodemote, Executive Vice President, Treasurer and Chief Financial
Officer of the Company and Senior Executive Vice President,
Treasurer and Chief Financial Officer of GFNB, informed the Company
of his intention to retire from all positions he holds as an
officer of the Company, GFNB and their affiliates, effective as of
the date of hire of his successor. Mr. Goodemote may remain
employed with the Company after such date in an advisory capacity
to support the transition to his successor. The Employment
Agreement effective February 1, 2016 by and among the Company, GFNB
and Mr. Goodemote is not being renewed or replaced at this time,
but will continue in effect until it is terminated.
The press release related to Mr. Goodemotes retirement is attached
to this Current Report on Form 8-K as Exhibit 99.
to this Current Report on Form 8-K as Exhibit 99.
Item 9.01 – Financial Statements and Exhibits
Exhibits:
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Exhibit No.
|
Description
|
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10.1
|
Employment Agreement between the Company and Thomas J.
Murphy effective February 1, 2017 |
|
10.2
|
Employment Agreement between the Company and David S.
DeMarco effective February 1, 2017 |
|
10.3
|
Employment Agreement between the Company and David D.
Kaiser effective February 1, 2017 |
|
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Arrow Financial Corporation Press Release dated
February 7, 2017 |
About ARROW FINANCIAL CORPORATION (NASDAQ:AROW)
Arrow Financial Corporation (Arrow) is a bank holding company. The Company’s banking subsidiaries are Glens Falls National Bank and Trust Company (Glens Falls National) and Saratoga National Bank and Trust Company (Saratoga National). It operates in community banking industry segment. The Company’s business consists primarily of the ownership, supervision and control of its approximately two banks. It provides advisory and administrative services and coordinates the general policies and operation of the banks. The Company offers a range of commercial and consumer banking, and financial products. Its deposit base consists of deposits derived from the communities it serves. Through its banks’ trust operations, the Company provides retirement planning, trust and estate administration services for individuals, and pension, profit-sharing and employee benefit plan administration for corporations. ARROW FINANCIAL CORPORATION (NASDAQ:AROW) Recent Trading Information
ARROW FINANCIAL CORPORATION (NASDAQ:AROW) closed its last trading session down -0.10 at 35.20 with 73,061 shares trading hands.