AGM 2021

May 5, 2021

Good morning, and welcome to the Arrow Financial Corporation Annual Meeting of Shareholders. I would now like to introduce the first presenter, Tom Murphy. Thank you, Carrie. As Carrie noted, my name is Tom Murphy. I am the President and Chief Executive Officer of Arrow Financial Corporation at Glens Falls National Bank and Trust Company. I will be serving as Chair of the 2021 Annual Meeting of the Shareholders of Arrow Financial Corporation. I now call to order this meeting and I welcome all of you who have joined us. Due to continued public health concerns and the related federal and New York State restrictions, we are required once again to host a virtual only annual shareholder meeting. We are hosting this meeting from our Board room in our Glens Falls, New York headquarters. The only people on-site are the speakers, who I will introduce shortly and representing the Board of Directors, the Board Chair, Tom Hoye, as well as those making sure the meeting goes off without a hitch, Anne Stewart and Blake Jones. All other directors and shareholders are attending this meeting remotely. Our thanks to everyone for working with us to make this virtual meeting happen, including our internal team at Arrow Financial and the teams at Broadridge Financial Solutions and Q4 Inc. Because this is an audio only meeting, our presentation will be brief, with emphasis on the shareholder proposal voting results and our most recent financial results. Due to the structure of this virtual meeting, we will not be able to respond to questions during the presentation. However, we will accept any questions received through the chat function during the meeting. And you may also submit questions by e mail directly to us at corporate secretary aerobank.com. That e mail address again is corporatesecretaryaerobank.com. We will answer all questions we receive either by e mail or by telephone as quickly as possible after the meeting. During this meeting, we may make statements that may include assumptions and projections about the future of our company. These forward looking statements are not predictions of our future performance, and we undertake no obligation to update any of these statements in light of new information or future events. That being said, please note that information regarding our company is always available in our quarterly earnings press releases as well as our quarterly SEC public filings and the proxy statement that was made available to you for this meeting. This proxy statement provides details on each issue that is up for approval by the shareholders as well as information regarding the governance structure of the company and the compensation program for both the directors and the executive team. All of these documents are available on our company website as well as the website of the SEC and we encourage you to review them for more information about our company. I would now like to know some people that are participating in this meeting with me who have assisted us in making it happen. The Chief Financial Officer of the company, Ed Campanella the Chief Operating Officer of the company, Andy Wise the Chief Credit Officer of the company, Dave Kiser the Corporate Secretary of the company, Peter LaRoe the Inspector of Elections from Broadridge Financial Solutions, Inc, Frank Aaron. Representing our independent registered public accounting firms, KPMG LLP, Eric Release and Patrick Holmes and from our SEC law firm, Thompson Coburn LLP, Michelle Klepple. If we were meeting in person, this is the point that I would introduce our Board of Directors to you. I refer you to our proxy for information on our directors. However, at this time, I would like to take a moment to recognize the retirement of Doctor. Richard J. Reisman from the Board of Directors of both Arrow Financial Corporation and Glens Falls National Banking Trust Company, effective with the conclusion of this meeting. Dick has served as a Director of the company since 1999, and we want to thank him for his service to our company and to the Greater Glens Falls, New York community. In honor of his long term commitment to our company, Doctor. Reisman has been appointed Director Emeritus of both Arrow and Glensweil National Bank. Thank you, Dick, and best wishes for a long and healthy retirement. We will now proceed with the business portion of the meeting. Arrow Financial Corporation is a publicly held 2 bank holding company. Our shares trade on the NASDAQ Stock Exchange under the symbol AROW. As of the proxy record date of March 26, 2021, there were 15, 529, 045 shares outstanding. Our largest shareholder is the company's Wealth Management division. These shares are held as fiduciary for others, including our company's ESOP, the employee stock ownership plan. In total, the Wealth Management division was responsible for about 1 700, 000 shares, which represents about 11% of the outstanding shares of the company's stock. As a group, the Board of Directors and the executive officers own another 537, 515 shares, which represents about 4.3% of the outstanding shares of the company's stock. Only 1 of these individuals owns more than 1 of these shares. Further details regarding the stock ownership of our company may be found in the proxy statement. The corporate secretary has determined that all proxies were delivered to the inspector of elections, that all proxies were reviewed and verified, that all proxies were included in the final vote for this meeting. Our Corporate Secretary has presented the notice of meeting, the affidavit of distribution, the omnibus proxy report and the oath of the Inspector of Elections. Each of these documents has been properly executed and the shareholders' meeting has been duly called. Mr. Wise is the Inspector of Elections prepared to proceed with the shareholder vote. Mr. Chairman, the Inspector of Elections has authorized us to proceed with a vote by the shareholders of Arrow Financial Corporation. Thank you. Let the record show that all ballots for this meeting have been filed with the Inspector of Elections. Therefore, I declare that the tabulation of votes has been completed and that the polls are officially closed. Mr. Wise, will you please report on the number of shares that are represented at this meeting? Mr. Chairman, there is a quorum of shares present represented in proxy. Thank you. The main purpose of any shareholder annual meeting is to vote on the slate of directors as well as any other issues that are presented to the shareholders for their review and approval. The Board of Directors of Arrow has presented the following 4 items of business for this 2021 shareholder meeting. First is the election of 1 director to Class A and the election of 4 directors to Class B of the Board of Directors of Arrow Financial Corporation. 2nd is the annual advisory vote on the Arrow Financial Corporation Executive Compensation Plan, which is commonly referred to as the SEOPAY vote. 3rd is the approval of the Arrow Financial Corporation amended and restated 2011 employee stock purchase plan and to authorize 200, 000 shares the company's common stock for issuance under this plan and 4th, the ratification of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. All of these voting items were described in detail in the proxy statement that was made available to all shareholders for this meeting, and the Board recommends a vote for each of these 4 items. At this time, the Chair entertains a motion for these proposals. Mr. Chairman, on behalf of the shareholders, I move each of the following proposals. Item 1, the election of 1 director to Class A and 4 directors to Class B of the Board of Directors. Item 2, approval on an advisory basis of the executive compensation plan of Arrow Financial Corporation Item 3, the approval of the Arrow Financial Corporation amended and restated 2011 employee stock purchase plan and to authorize 200, 000 shares of the company's common stock for issuance under this plan. And item 4, the ratification of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. Mr. Chairman, I second the motion. Thank you. A motion has been made and seconded to place before this meeting the 4 proposals that were advanced by the Board of Directors the shareholders of the company. Mr. Wise, may we please have the results of the shareholder vote? Mr. Chairman, here are the results of the vote by the shareholders of Arrow Financial Corporation. The following directors were each elected by majority vote of the Arrow shareholders: Gregory J. Champion Michael B. Clark David G. Krusilvicki Thomas J. Murphy and Raymond F. O'Connor. A majority of the shareholders has approved on an advisory basis the executive compensation plan of Arrow Financial Corporation. A majority of the shareholders has approved the Garo Financial Corporation amended and restated 2011 employee stock purchase plan and authorized the issuance of 200, 000 shares of the company's common stock under this plan. A majority of the shareholders has ratified the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. Thank you. I hereby declare that Gregory J. Champion has been elected by the shareholders to serve as a Director of Arrow Financial Corporation for a 2 year term. I hereby declare that Michael B. Clark, David G. Kruzanicki, Thomas J. Murphy and Raymond F. O'Connor have each been elected by the shareholders to serve as directors of Arrow Financial Corporation for a 3 year term. I hereby declare that a majority of the shareholders has approved the executive compensation plan of Arrow Financial Corporation. I hereby declare that a majority of the shareholders has approved the Arrow Financial Corporation amended and restated 2011 employee stock purchase plan and has authorized the issuance of 200, 000 shares of the company's common stock under this plan. And I hereby declare that a majority of the shareholders has ratified the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. This concludes the formal vote and the business portion of the 2021 Arrow Financial Corporation Annual Shareholder Meeting. Thank you for voting and thank you for your support. At this time, I will turn the program over to our Chief Financial Officer, Ed Campanella, to review our company's financial performance for the year ended December 31, 2020, as well as some comments on the fiscal quarter just ended March 31, 2021. Ed? Thank you, Tom. I'll start by going through our 2020 financials and I'll also provide a brief update on our Q1 2021 results. Some financial highlights for 2020 include record highs in net income, earnings per share, shareholder equity, total assets, total loans and total deposits. In addition, asset quality remains excellent and our capital and liquidity positions are both very strong. In 2020, Arrow Financial's consolidated assets grew by $504, 000, 000 and finished the year with total assets reaching a record high of $3, 690, 000, 000 Growth over the past 5 years covering 2016 through 2020 has averaged 8.6% annually. Loan growth has averaged 10.5% annually over that stretch. In 2020 alone, our loan portfolio grew by $209, 000, 000 to reach a new record high of $2, 595, 000, 000 in gross loans. In 2020, Arrow actively assisted many of our business customers by participating in the Small Business Administration's Paycheck Protection Program. We originated over 1400 PPP loans totaling nearly $143, 000, 000 of which $115, 000, 000 remains outstanding as of January 31, 2020. Our loan portfolio remains well diversified. The 3 primary sectors are residential loans, which includes residential real estate loans and home equity loans made up 36% of the portfolio. Consumer loans, which are primarily indirect auto loans made up 33% of the portfolio and commercial loans, which includes business loans, commercial real estate loans and the PPP loans made up the remaining 31% of total loans. Excellent credit quality is 1 of the keys to Arrow's continued success. Non performing assets expressed as a percentage of total assets finished 2020 at only 0.18%, unchanged from 2019. However, due to the tremendous uncertainty that the economy faced, especially during the first half of 20 20, the provision expense totaled $9, 300, 000 growing our allowance for loan losses to 1.13% of total loans at year end, up from 0.89% a year earlier in 2019. In addition to the consistent loan growth, Arrow has steadily increased deposits. In 2020, total deposits grew by $619, 000, 000, 000 to reach $3, 235, 000, 000 That's 23.6% growth in 2020 and a 5 year average growth rate of 9.8% annually. At December 31, 2020, 22% of total deposits were made up of non interest bearing checking accounts and another 26% of total deposits were interest bearing checking accounts. So that's 48% of total deposits in checking accounts, our lowest cost, lease rate sensitive core transaction accounts. Savings accounts including money market balances made up 44% of total deposits and certificates of deposit made up the remaining 8% of total deposits. Now turning to the income statement, 2020 net income of $40, 800, 000 was $3, 400, 000 higher than 20 19 net income. That's an increase of 8.9%. The return on average assets was 1.17%. The return on average equity was 12.77%. Total revenue improved by $15, 300, 000 in 2020 to reach $131, 900, 000 13.1% increase over 2019. 75 percent of total revenue or $99, 200, 000 was generated by net interest income, which increased by 12.7% compared to 2019. The remaining 25% was $32, 700, 000 of total revenue consisted of non interest income. In 2020, fiduciary services offered through our Wealth Management division generated $8, 900, 000 in revenue, while our insurance division, Upstate Agency generated $6, 900, 000 in revenue. Earnings per share was $2.64 on a fully diluted basis in 2020, an increase of $0.21 over 2019 after restating for the 3% stock dividend that was distributed to shareholders on September 25, 2020. In addition to the 3% stock dividend, a quarterly cash dividend of $0.26 per share was also returned to shareholders. Historical performance and total return data for the common stock of Arrow can be found in Arrow Financial Corporation's Form 10 ks. I will now provide a brief overview of our Q1 2021 results, which were released last Tuesday, April 27. 1st quarter net income of $13, 300, 000 was $5, 200, 000 higher than the Q1 of 2020. After deferring for 1 year due to the COVID-nineteen pandemic, Arrow adopted the current expected credit loss methodology in the Q1 of 2021, which estimates the potential for credit losses over the life of financial assets. In 2020, the COVID-nineteen pandemic created unprecedented uncertainties within our communities, the economy and the industry as a whole. Although credit performance has not materially changed within our loan portfolio, as I previously noted, we proactively built our credit loss allowance should conditions deteriorate further. However, reflective of improving economic conditions, a reduction in the allowance for credit losses was 1 of the favorable contributors to our strong earnings in Q1 2021. Some other highlights of the Q1 include another $44, 000, 000 of loan growth and continued participation in the Paycheck Protection Program, total deposit growth of $219, 000, 000 1st quarter total revenue of $34, 800, 000 an increase of $4, 100, 000 or 13.2 percent higher than Q1 2020. Net interest income increased by 13.7% and non interest income increased by 11.9%. The net interest margin was 2.99%. Our return on assets was 1.45%. Diluted earnings per share was $0.85 And lastly, a $0.26 dividend was declared on April 28 and payable on June 15 to shareholders of record on June 2, 2021. With that, I'll turn it back over to Tom. Thank you very much, Ed. As I've just reported, the company ended the year with record earnings, steady growth, sustained profitability and strong credit quality and continued that performance through the Q1 of 2021. The Arrow team has delivered this very strong performance in the face of and in spite of the challenges of a global pandemic. As we reflect on all that we have accomplished financially this past year, we are proud to also note that we have provided financial assistance to those affected by the pandemic, including support for the government stimulus programs, lending through the Paycheck Protection Program and community support for those in need. Several times throughout this pandemic, I have communicated my appreciation to the Arrow team and passed on the appreciation of the Board of Directors and the management team for their continued focus on meeting the needs of our customers, our communities and our shareholders, while dealing with these daily health and safety issues and concerns. If we're meeting in person, it is at this point in the meeting that I would ask the Arrow team in attendance to please stand and be recognized by the shareholders for all that they have accomplished this year. Because this is a virtual meeting, I cannot do that. However, I will take this opportunity to thank the Arrow team once again, but on behalf of you, the shareholders, for a job well done. For all of the Arrow team that is listening, most of you who are also shareholders, please be very proud of your role in this amazing year. Great team, great results. Thank you to our Arrow team. In conclusion, the COVID-nineteen pandemic has made for a very difficult year for many people, but we look forward to better times ahead knowing that we must remain vigilant in all that we do. The health and safety of our team, our customers, our community and you, our shareholders, was a major factor in setting our current policies and procedures and was also the reason for holding a virtual shareholders meeting these past 2 years. In spite of this pandemic, Arrow Financial Corporation had very strong financial results, and we are well positioned for the future. The Arrow team will work together, guided by its dedication to our core values and our commitment to the future success of our company. This concludes our presentation. At this time, I ask for a motion to adjourn the meeting. Mr. Chairman, I move that the meeting be adjourned. Mr. Chairman, I second the motion. Thank you. Before I close the meeting, I would like to thank everyone that helped make this meeting possible, including Dorian McDonald, Blake Jones, Ann Stewart, Peter Lareau and their teams. I would also like to specifically recognize Peter Lareau, our Chief Risk Officer and Corporate Secretary, who is sitting across the room from me. Peter has recently announced his retirement effective at the end of the year after over 38 years of loyal and dedicated service to the Arrow family of companies. The company is definitely a better place because of Peter and all that he did for us. He will be missed. Thank you, Peter. Best wishes from all of us for a long and happy and healthy retirement. I now declare that the 2021 Annual Meeting of the Shareholders of Arrow Financial Corporation is officially adjourned. Thank you for attending our meeting and thank you for your continued support. I look forward to seeing you all again in person when it is safe to do so. Until then, please be safe and stay healthy. I now turn it back to Carrie to officially close the meeting. Thanks very much. Thank you. The Annual General Meeting for Arrow Financial Corporation has now come to an end. Thank you for attending. You may now leave the virtual meeting.