SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934
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April 1, 2020
Dear Bar Harbor Bankshares Shareholders:
For the well-being of our shareholders and the Annual Meeting participants we would prefer to hold a virtual only meeting, however Maine law does not allow that. Therefore we are holding a hybrid meeting—that is, a meeting in person and via virtual webcast. We strongly encourage shareholders to participate remotely through the virtual webcast and discourage anyone from participating in person due to the potential public health risks involved. If shareholders attend in person in a number that we determine may present a public health risk to the attendees, we reserve the right to adjourn the meeting to a later date.
Our Notice of Annual Meeting, proxy statementProxy Statement and proxy cardProxy Card are enclosed togetheralong with our 2019the Company’s 2022 Summary Annual Report and Annual Report on Form 10-K. We encourage you10-K for year ended December 31, 2022.
our progress.
The You may submit Internet, telephone, and email votes up until 11:59 p.m. EDT on May 17, 2023 for shares held directly and by 11:59 p.m. EDT on May 15, 2023 for shares held in the Company’s 401(k) Plan. Please have your proxy card in hand when utilizing these alternate forms of voting.
¨FORthe electionof the12 nominees asCompany. Mr. Dimick has more than 42 years of service to our industry and will retire after his current Board term expires at the Annual Meeting. We value the insights that he shared from his extensive business expertise, and we will miss his contributions.
Following the formal items of business, our senior management team will report on the operationsCompany.
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President and
Chief Executive Officer
Sincerely,
CURTIS C. SIMARDPresident andChief Executive Officer
Enclosures
Bar Harbor Bankshares ·• 82 Main Street · P.O. Box 400 ·• Bar Harbor, Maine 04609· 207-288-3314
| | About Us | |
| | ![[MISSING IMAGE: aw_bestbank-4c.jpg]](/files/DEF 14A/0001104659-23-040163/aw_bestbank-4c.jpg) | | | We are Proud to Be Recognized as One of America’s Best Banks by Newsweek | |
![[MISSING IMAGE: hr_gradientrule-pn.jpg]](/files/DEF 14A/0001104659-23-040163/hr_gradientrule-pn.jpg)
| $65M | | | 411 | | | 75% | | | 36% | | | 68% | |
| invested in small business loan origination with 440 total loans | | | Organizations supported through charitable giving efforts | | | of employees provided funds to support charitable giving efforts | | | of members on our Board of Directors are women | | | of our management consists of women | |
| $6.9M | | | 100% | | | $203K | | | 73% | |
| currently committed to creating affordable housing | | | employee ethics training, completed annually | | | in employee owned charitable giving through the program Casual for a Cause (since inception) | | | of the Bar Harbor Bankshares workforce consists of women | |
| $673K | | | 6,394 hrs | | | 100% | |
| committed to nonprofits & educational organizations | | | Of employees volunteering at various organizations with 24 hours of paid volunteer time annually | | | of operations reviewed internally to support an environmental conscience approach | |
| | Information provided as of 12/31/2022 | | | | |
| | To learn more about our Environmental, Social and Governance practices, please visit our dedicated webpage at: www.barharbor.bank/about-us/esg or scan the QR code provided. | | | ![[MISSING IMAGE: qr_barharborbankesg-pn.jpg]](/files/DEF 14A/0001104659-23-040163/qr_barharborbankesg-pn.jpg) | |
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Shareholders | | ![[MISSING IMAGE: lg_barharborbank-bw.gif]](/files/DEF 14A/0001104659-23-040163/lg_barharborbank-bw.gif) | |
| | ![[MISSING IMAGE: ic_when-bw.gif]](/files/DEF 14A/0001104659-23-040163/ic_when-bw.gif) | | | WHEN: 10:00 a.m., Thursday, May |
You are eligible to vote at the Annual Meeting if you were a shareholder of record as of the close of business on March 16, 2020.
ATTENDANCE:
Shareholders of record as of the record date may participate in the Annual Meeting either:
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![[MISSING IMAGE: ic_locatio-bw.jpg]](/files/DEF 14A/0001104659-23-040163/ic_locatio-bw.jpg) | | | WHERE: Bar Harbor Club 111 West Street Bar Harbor, Maine | | | ![[MISSING IMAGE: ic_record-bw.jpg]](/files/DEF 14A/0001104659-23-040163/ic_record-bw.jpg) | | | RECORD DATE: March 15, 2023 | |
ITEMS OF BUSINESS:
1.Elect the 12 nominees as Directors2.Ratify the appointment of RSM US LLP as our independent registered public accounting firm for 20203.Approve, by a "Say on Pay" advisory vote, our 2019 executive compensation as set forth in the proxy statement for the Annual Meeting
In addition, any other business properly presented may be acted upon at the meeting.
| | This 2023 annual meeting of shareholders (the “Annual Meeting”) of Bar Harbor Bankshares (the “Company”) is being held for the following purposes: | |
| | Item 1: To elect 12 persons to serve as directors for a term of one year | |
| | Item 2: To hold a non-binding advisory vote on the compensation of the Company’s named executive officers | |
| | Item 3: To hold a non-binding advisory vote on the frequency of holding future non-binding advisory votes on the compensation of the Company’s named executive officers | |
| | Item 4: To ratify the appointment of RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023 | |
| | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | |
PROXY VOTING:
To participate and vote at
If you choose to attend in person, for security reasons, please bring a valid form of photo identification to the Annual Meeting. Beneficial owners will need to also bring appropriate documentation from the shareholder of record is required to attend in person and vote at the Annual Meeting. Examples include a broker’s statement, letter or other document that confirms your beneficial ownership of the shares. If shares are held by your broker, bank or another party as a nominee or agent, you should follow the instructions provided by that party. We may refuse admission to anyone who is not a Company shareholder of record or does not comply with these requirements.
Additionally, due
Annual Meeting or any adjournments or postponements thereof.
Caitlin Dunston,
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 12, 2020: Our proxy statement and Annual Report are available atwww.barharbor.bank under our Shareholder Relations section.
| The deadline for transmitting Internet, telephone, and email voting is 11:59 p.m. EDT on May 17, 2023 for shares held directly and by 11:59 p.m. EDT on May 15, 2023 for shares held in the Company’s 401(k) Plan. Please have your proxy card in hand when utilizing these alternate forms of voting. | |
| | | | | PAGE | |
| | PROXY SUMMARY | | | ||
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| | CORPORATE GOVERNANCE | | | ||
| | GOVERNANCE PROCEDURES AND RELATED MATTERS | | | ||
| | BENEFICIAL OWNERSHIP OF COMMON STOCK | | | ||
| PROPOSAL 1—ELECTION OF DIRECTORS | | | |||
| | DIRECTOR NOMINEES | | | ||
| | EXECUTIVE OFFICERS | | | |
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| CERTAIN RELATIONSHIPS AND | | | |||
| | COMPENSATION OF | | | ||
| | Pay vs. Performance | | | | |
| | CEO PAY RATIO | | | ||
| | PROPOSAL 2—ADVISORY APPROVAL OF 2022 EXECUTIVE COMPENSATION | | | | |
| | PROPOSAL 3—ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | | | | |
| | PROPOSAL 4—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | ||
| | PRINCIPAL ACCOUNTING FEES AND SERVICES | | | ||
| OTHER MATTERS | | | |||
| APPENDIX A—REPORT OF THE AUDIT COMMITTEE | | | |
| PROXY SUMMARY | |
PROXY STATEMENT2020 ANNUAL MEETING OF SHAREHOLDERS
Bar Harbor Club, 111 West Street, Bar Harbor, Maine The Notice of Annual Meeting, proxy statement and proxy card were first mailed to our shareholders on or about our Named Executive Officers ultimate oversight and direction of all ESG related mattersthethis proxy statement. This summary does not contain all of the information you should consider. You should read the entire proxy statement carefully before voting. Time and date:Record Date 11:00 a.m., Eastern Time, on May 12, 2020Record date:
Close of business on March 16, 202015, 2023 Attendance:Shareholders as of the record date may participate in the Annual Meeting:Voting By Webcast: On the internet, accessvirtualshareholdermeeting.com/BHB2020 and enter the 16-digit control number included on your proxy card In Person: Bar Harbor Club111 West StreetBar Harbor, MaineHow to vote:Over the internet atwww.proxyvote.com, by telephone at 1-800-690-6903, by webcast or in person at the Annual Meeting, or by mail addressed to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717Votes
Shareholders as of the record date will be entitled to one vote at the Annual Meeting for each outstanding share of common stock
Common stock
outstanding
as
of record date:
15,587,35915,124,451 shares VOTING MATTERS
When the Annual Meeting Will be held: 10:00 a.m., EDT, Thursday, May 18, 2023 ![[MISSING IMAGE: ic_global-bw.gif]](/files/DEF 14A/0001104659-23-040163/ic_global-bw.gif)
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c/o Broadridge,
51 Mercedes Way,
Edgewood, NY 11717. 2020 PROXY STATEMENTPage 1
111 West Street
Bar Harbor, Maine PROXY SUMMARY Proposal Board Page
Election of 12 Directors FOR EACH NOMINEE 17 FOR 53 EVERY YEAR 54 FOR 55 AprilMarch 31, 2023.![[MISSING IMAGE: lg_barharproxy-pn.jpg]](/files/DEF 14A/0001104659-23-040163/lg_barharproxy-pn.jpg)
2020."“FOR"” each of the director nominees identified in Proposal 1, and "“FOR"” Proposals 2 and 4, and for “EVERY YEAR” in Proposal 3. Our Boardboard of directors (the “Board”) knows of no business other than the matters described in this proxy statement that will be presented at the Annual Meeting.2023 annual meeting of shareholders (the “Annual Meeting”) of Bar Harbor Bankshares (the “Company”). To the extent that matters not known at this time may properly come before the Annual Meeting, absent instructions thereon to the contrary, the enclosed proxy will confer discretionary authority with respect to such other matters. It is the intention of the persons named in the proxy to vote in accordance with the recommendations of the Board. by webcast or by proxy, of the holders of not less than a majority of the shares entitled to vote on such matter will constitute a quorum. Shareholders who attend the Annual Meeting may revoke their proxy and vote at the Annual Meeting if they choose to do so. Abstentions and broker non-votes will constitutebe counted as being present or represented at the Annual Meeting for the purpose of establishing a quorum. If there is no quorum, the holders of a majority of shares present at the Annual Meeting in person by webcast or represented by proxy may adjourn the Annual Meeting to another date.meeting.Annual Meeting. Cumulative voting is not permitted.other nominee holder, such3. Although broker non-votes are counted as a bank, submits a proxy representing shares that another person owns. Specifically, that person hasare present at the Annual Meeting and entitled to vote for purposes of determining the presence of a quorum, they will not providedbe counted as votes cast and will not have any effect on voting instructions tofor the broker or other nominee holder. Brokers who hold their customers' shares in "street name," undernon-routine proposal presented at the applicable rules of the NYSE American and other self-regulatory organizations of which the brokers are members, may sign andAnnual Meeting.submit proxies for these shares and may vote these shares on routine matters, which typically include the ratification of the appointment of our independent registered public accounting firm. by webcast, in person or represented by proxy and entitled to vote. This means that individuals who receive the largest number of "“FOR"” votes will be elected as directors. Abstentions will not count as votes cast andA “withhold” vote will have no effect on the vote. Abstentions will have no effect on the outcome of the vote because they do not count as “votes cast.” Brokers do not have discretionary authority to vote shares on this proposal and broker non-votes will have no effect on the vote.RatificationNon-Binding Advisory Vote on the Compensation of 2020 Independent Auditorratificationnon-binding advisory vote on the compensation of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020named executive officers must be approved by a majority of the votes cast at the Annual Meeting by the shareholders present by webcast, in person or represented by proxy and entitled to vote. Abstentions will have no effect on the effect of a vote against the proposal. Because this proposal is considered a routine matter, discretionary votes by brokers will be counted.Proposal 3: Advisory Approval of 2019 Executive CompensationThe advisory vote to approve our 2019 named executive officers' compensation must be approved by a majorityoutcome of the votes cast at the Annual Meeting by the shareholders present by webcast, in person or represented by proxy and entitled to vote. Abstentions will have the effect of a vote against the proposal.because they do not count as “votes cast.” Brokers do not have discretionary authority to vote shares on this proposal and broker non-votes will have no effect on the vote.Environmental, Social and Governance Page 22020 PROXY STATEMENTENVIRONMENTAL AND SOCIAL GOVERNANCEEnvironmental and Social GovernanceWe areOur Environmental, Social and Governance (“ESG”) practices embody our commitment to the people and places we serve. Through these principled business practices, we remain committed and connected to our recognized corporate responsibility and culture of bringingpositively impacting society.to all our stakeholders—our employees,for our customers, ouremployees, communities and shareholders. Our 2022 Environmental, Social and Governance Report can be found on our shareholders. We categorizededicated ESG webpage: www.barharbor.bank/about-us/esg. The information contained in our corporateESG Report is not incorporated into this proxy statement.efforts underof reporting ESG initiatives to our Board of Directors.following strategic pillars:
Bar Harbor Bank & Trust is a true community Bank. We recognize, appreciate, and support the unique people and culture in the places we call home.
| | | Bar Harbor Bank & Trust is a true community Bank. We recognize, appreciate, and support the unique people and culture in the places we call home. | | |
and talents in the communities where they live and work. We provide paid time off to specifically serve in the community. This community involvement is part of our required brand behaviors and as such is incorporated into our annual performance reviews.
As part of the next phase of our roadmap, we are developing our climate plan, strategy and working towards alignment with the TCFD.
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CORPORATE GOVERNANCE
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Board Committees
We are committed to objective, independent leadership for our Board and each of its committees. Our Board believes that active, objective and independent oversight of management is central to to:
Specifically, ourvalue
OurThe Audit Committee of the Board (the “Audit Committee”) meets quarterly and receives reports from our independent registered public accounting firm, theour independent loan review consultants, and the internal audit function of Bar Harbor Bankshares.team. Our internal auditor conducts an annual risk-basedrisk assessment audit programreview and provides audit findings quarterly to the Audit Committee.
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Our risk profile includes,governance structure.
In addition, the Board Risk Committee reviews and discusses on a quarterly basis Bar Harbor Bank and Trust's bank-wide risk assessment. The resulting risk assessment is aggregated, shared and discussed with the Board at least annually.
Risk CommitteeBRC shares the Company'sour goal that each employee beis responsible for information security, data security, and proven cybersecurity practices.
Our
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Our Board has five standing committees—Executive, Audit, Compensation and Human Resources, Governance, and Annual Report on Form 10-K 5 process; provides shareholder feedback to the full Board Compensation and Human Resources Committee Interlocks and Insider Participation Committee (i) is or has ever been an employee of the Company or our Bank, (ii) was, during the last completed fiscal year, a participant in any related-party transaction requiring disclosure under “Certain Relationships and Related-Party Transactions,” except with respect to loans made to such committee members in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with unrelated parties or (iii) had, during the last completed fiscal year, any other interlocking relationship requiring disclosure under applicable SEC rules. organization. Our Code of Conduct and Business Ethics about-us/shareholder-relations/governance. about-us/ Officer. Mr. Simard is not a member of the Audit, Compensation and Human Resources, or Governance Committee. ” Our Company, indirectly through BHBT, has an additional wholly-owned subsidiary—Bar Harbor Wealth Management, formerly known as Bar Harbor Trust Services and Charter Trust Ms. Belair serves as the Chair of the committee. all stakeholders. members, and they generally focus on our performance, strategy, and business development. The combination of information received in investor meetings and shareholder engagement meetings regularly provides the Board and management with insights into the comprehensive scope of topics important to our shareholders. arrangement that could at a subsequent date result in a change in control of our company. NAME OF BENEFICIAL OWNERS 5% or more beneficial owners BlackRock, Inc. DIRECTORS Belair, Daina H. Caras, Matthew L. Colter, David M. Dimick, Steven H. Dudman, Martha T. Fernald, Lauri E. O'Halloran, Brendan J. Simard, Curtis C. Smith, Kenneth E. Theroux, Stephen R. Toothaker, Scott G. Woodside, David B. NAMED EXECUTIVE OFFICERS Iannelli, Josephine Maltz, Richard B. Colombo, Marion Mercier, John M. All directors and executive officers as a group (16 persons) NAME Curtis C. Simard Josephine Iannelli Richard B. Maltz Marion Colombo John M. Mercier Section 16(a) of the Directors and Nominees Daina H. Belair Matthew L. Caras David M. Colter Steven H. Dimick Martha T. Dudman Lauri E. Fernald Brendan J. O'Halloran Curtis C. Simard Kenneth E. Smith Stephen R. Theroux Scott G. Toothaker David B. Woodside Our Board has determined that all but one of the director nominees are are in conformity with the Bylaws in connection with stock ownership. Director Nominees South Carolina but maintains family and business ties to Maine and New England. in Maine and Women in Housing and Finance in Washington DC Memberships: N.H. Below is a list of our Executive Officers, including their ages and positions with us and our subsidiaries BHBT, NAME Curtis C. Simard Josephine Iannelli Richard B. Maltz Marion Colombo John M. Mercier Jason Edgar Jennifer Svenson Our Bylaws provide that our Board elect executive officers annually. The Bylaws further provide the President and CEO, Chairman and Vice Chairman, if any, shall serve at the pleasure of the Board or until their successors have been chosen and qualified. All other officers serve at the pleasure of the Board and the CEO. There are no arrangements or understandings between any of the directors, executive officers, or any other persons Newport, New Hampshire. Leadership Highlights: TIF Committee and Northern Light Eastern Maine Medical Center Institutional Review Board 2022. persons (collectively Compensation of independent directors of our Chairman of the Board Audit Chair Governance Chair Board Risk Chair Compensation and Human Resources Chair Charter and Trust Chair All other Directors Audit Committee Attendance All other meetings NAME Daina H. Belair Matthew L. Caras David M. Colter Steven H. Dimick Martha T. Dudman Stephen W. Ensign3 Lauri E. Fernald Brendan J. O'Halloran Kenneth E. Smith4 Stephen R. Theroux Scott C. Toothaker David B. Woodside Totals This section market competitive compensation package. The Compensation and Human Resources Committee recruiting top talent in a very competitive labor market. The Compensation and Human Resources Committee Role of Management provides an analysis of the recommendations it believes meet our ongoing needs to attract, motivate, and retain talented and qualified executives who can make major contributions to our leadership and success. The Compensation and Human Resources Committee regularly reviews market information provided by to NAME Curtis C. Simard Josephine Iannelli Richard B. Maltz Marion Colombo John M. Mercier Compensation Plan Components DESCRIPTION Annual Cash Incentive factors when it sets and NAME Curtis C. Simard Josephine Iannelli Richard B. Maltz Marion Colombo John M. Mercier During 2022, Messrs. Simard, Mercier and Edgar and Mses. Iannelli and Colombo participated in an Annual Cash Incentive Program with team goals representing opportunities for incentive payments. NAME Curtis C. Simard Josephine Iannelli Richard B. Maltz Marion Colombo John M. Mercier INCENTIVE MEASURES Adjusted Net Income ($thousands) NPL/Tloans1 Efficiency Ratio2 Strategic Initiatives3 NAMED EXECUTIVE OFFICER Curtis C. Simard Josephine Iannelli Richard B. Maltz Marion Colombo John M. Mercier Details of the above are disclosed in Threshold, Target and Stretch categories in the Long-Term Equity Incentives 2019-2021 Long Term Incentive Plan Name Curtis C. Simard Josephine Iannelli Richard B. Maltz Marion Colombo John M. Mercier goals. outstanding equity awards are disclosed in the “Outstanding Equity Awards at Fiscal Year-End” table found on page 43 in this proxy statement. Benefits, Retirement and Post-Termination Compensation Elements on the higher of target or actual performance as of the Company’s fiscal quarter end preceding the change in control. erroneously awarded incentive-based compensation. This incentive-based compensation would have been received by any such officer during the three completed years preceding the date on which we are required to prepare an accounting restatement due to our material non-compliance with any financial reporting requirement under 2022. “clawback.” guidelines. NAME AND PRINCIPAL POSITION Curtis C. Simard President & CEO of Bar Harbor Bankshares/BHBT Josephine Iannelli EVP, CFO and Treasurer of Bar Harbor Bankshares/BHBT Richard B. Maltz EVP, Chief Operating Officer and Chief Risk Officer of BHBT Marion Colombo EVP, Director of Retail Delivery John M. Mercier EVP, Chief Lending Officer NAME Curtis C. Simard Josephine Iannelli Richard B. Maltz Marion Colombo John M. Mercier Name Curtis C. Simard Josephine Iannelli Richard B. Maltz Marion Colombo5 John M. Mercier NAME Curtis C. Simard Josephine Iannelli Richard B. Maltz Marion Colombo John M. Mercier NAME Curtis C. Simard Josephine Iannelli Richard B. Maltz Marion Colombo John M. Mercier 2022. Pay Versus Performance Equity Awards.Our equity award agreements and the related long-term incentive plan program documents address treatment of equity awards upon termination of employment or change in control. Under these provisions, the awards vest on a prorated basis in case of termination of employment due to death, disability, or retirement (defined as attainment of age 65 or attainment of age 60 with at least 10 years of service), based on actual performance for performance-based awards. Termination and Change in Control Benefits Termination Event Termination Without Cause or With Good Reason—Not in Connection with Change in Control Cash severance Pro rata bonus Benefits Equity vesting Total Termination Without Cause or With Good Reason—In Connection with Change in Control1 Cash severance Pro rata bonus Benefits Equity vesting Total Death, Disability or Retirement2 Cash severance Pro rata bonus Benefits Equity vesting Total Any Other Termination of Employment Cash severance Pro rata bonus Benefits Equity vesting Total Closing of Change in Control Cash severance Pro rata bonus Benefits Equity vesting Total PLAN CATEGORY Equity Compensation plans approved by security holders As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total CEO PAY RATIO CEO Annual Total Compensation Median Employee Annual Total Compensation CEO to Median Employee Pay Ratio Based on this information, we reasonably estimate that for measure. the any incentive compensation earned for the calendar year of termination; and SERVICE Audit Fees Audit-Related Fees Tax Fees All Other Fees Total Our shareholders have the opportunity at the Annual Meeting to vote to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers, or NEOs, as disclosed in this proxy statement in accordance with SEC rules. Each year, our Compensation and Human Resources Committee reviews our NEOs performance using a balanced and disciplined approach to determine base salaries and variable compensation awards. The approach for Section 14A of the Exchange Act been overwhelmingly in favor of our programs and practices. compensation table, and the other related tables and narrative disclosure contained elsewhere in this proxy statement. As discussed in Our Bylaws and Governance Committee Charter provide that we consider nominees for election to the Board recommended by shareholders if those nominations are made in the same manner provided for under our Bylaws with regard to typical shareholder proposals. These procedures require in part, that to be timely, a Maine 04609. If our Governance Committee determines that any shareholder proposal (including a nomination for election of a Written communications addressed to the Board received by us from shareholders will be shared with the full Board no later than the next regularly scheduled Board meeting. independent registered public accounting firm for 2022. Board Risk.BRC. Charters describing the responsibilities of the Audit, Compensation and Human Resources, and Governance Committees can be found on our website atwww.barharbor.bank under the Shareholder Relations page. The Board Risk CommitteeBRC is discussed on page 4. Executive
Key Responsibilities Audit
Key Responsibilities ExecutiveKey Responsibilities AuditKey ResponsibilitiesAppointedMartha Dudman, Lauri Fernald,David Colter, Brendan O’Halloran, Curtis Simard, Kenneth Smith Scott Toothaker and David Woodside (Chair)201950 1)(1) the financial information to be provided to shareholders and the Securities and Exchange Commission or SEC; 2)(the “SEC”); (2) the review of quarterly financial statements; 3)(3) the system of financial reporting controls management as established; and 4)(4) the internal audit, external audit, and loan review processes
Independence/Qualifications or Exchange Actas amended (the “Exchange Act”) Steven Dimick, Brendan O'Halloran and Scott Toothaker (Chair)2019�� CORPORATE GOVERNANCE Compensation and Human Resources
Key ResponsibilitiesGovernanceKey ResponsibilitiesCEO'sCEO’s compensation to the Board for further approval by all independent directors, and reviews and approves all other executive officer compensationannual report•Heightened independence requirements (same as those applicable to Audit Committee members under and the rules and regulations of the SEC rules)Martha Dudman, Lauri Fernald, Kenneth Smith, (Chair)David Woodside and David Woodside2019Brendan O’Halloran (Chair)6"Role“Role of the Compensation and Human Resources Committee"Committee” on page 29.34.
Key ResponsibilitiesBoard'sBoard’s governance processesprocessSteven Dimick, Lauri Fernald (Chair)
Key ResponsibilitiesDavid Woodside2019 Meetings: 4 Board RiskKey Responsibilities•Oversees risk governance structure•Reviews risk management, risk assessment guidelines, policies regarding market, credit, operational, liquidity, funding, reputational, compliance•Reviews franchise risk, as well as other risks as necessary to fulfill the Committee's oversight duties and responsibilitiesIndependence/Qualifications•All committee members are independent under the NYSE American listing standards•Reviews risk appetite and tolerance•Oversees capital, liquidity, and funding in coordination with the Asset/Liability Management Committee of our subsidiary, Bar Harbor Bank & Trust which we refer to as the Bank or BHBTMembers: Matthew Caras (Chair), Lauri Fernald, Brendan O'Halloran, Curtis Simard, Kenneth Smith, Stephen Theroux, Scott Toothaker, and David Woodside2019 Meetings: 12Further information regarding the Board Risk Committee can be found in this proxy statement beginning under the caption "Board Risk Committee" on page 4 2020 PROXY STATEMENTPage 7CORPORATE GOVERNANCENone of our Named Executive Officers or NEOs (see listing on Page 29) serves as a member of a Compensation and Human Resources Committee of any other company that has an executive officer serving as a member of our Board. NEO serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Compensation and Human Resources Committee.company's senior management team. The Board Risk CommitteeBRC is responsible for oversight and review. Oversight is, in part, conducted through the established Enterprise Risk Management Program and is administered by the Bank'sBank’s Chief Risk Officer, Richard B. Maltz.Officer. As part of the Enterprise Risk Management Program, information from the BHBT'sBHBT’s business lines is regularly collected and analyzed to identify, monitor, track, and report various risks within the company.Toresponsibilities, a network of management oversight committees has been established.responsibilities. These oversight committees have the delegated authority and specific duties to execute our risk management policy. Specifically, the committees listed below are responsible for the ongoing identification, measurement, monitoring, and management of risk.aboveup to $5 million.Bank'sBank’s project management practices, and ensures the organization'sorganization’s operational objectives are achieved in a safe and sound manner.andas well as the Board to properly and adequately evaluate our compliance with our risk management programs and policies. Principle 1:
Boards are accountable to shareholders
Page 10Page 82020 PROXY STATEMENTGovernance Procedures and Related Matters or the (“Code of ConductConduct”) applies to all our directors, executive officers, employees, contractors and consultants, and articulates our philosophy regarding ethical conduct in the workplace. The Code of Conduct establishes standards for behavior, including standards with respectspecific to compliance with laws and regulations, actual or potential conflicts of interest, fairness, insider trading, use of our customers'customers’ information, and public and financial disclosure.Sarbanes-OxleySarbanes‑Oxley Act of 2002 and NYSE American listing standards. Any substantive changes inoffrom, the Code of Conduct grantedwith respect to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, mustits directors and officers that are required to be disclosed within four business days by a postingin accordance with the rules and regulations of the SEC and the NYSE American. If such disclosure is made on our website. In the case of a waiver of our Code of Conduct for any executive officer or director, the required disclosure alsoCompany’s website it will be made availablelocated on our website within four business days of the date of such waiver. Both the Code of Conduct and the Code of Ethics for Senior Financial Officers are available on our website athttps://www.barharbor.bank/codes-and-charters.https://www.barharbor.bank/codes-and-charters."independent directors"“independent directors” as defined in Section 803A of the NYSE American Rules. According to Section 803A, "independent director"“independent director” means a person other than an executive officer or employee of our company.Company. In addition, for a director to qualify as "independent,"“independent,” the Board must affirmatively determine that the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that all the director-nominees listed in this proxy statement meet the applicable independence standards except for Curtis Simard, our President and Chief Executivecandidate'scandidate’s background, business and professional experience, demonstrated business acumen (including any requisite financial expertise or other special qualifications), ethical character, current employment, the ability to exercise sound business judgment, and a commitment to understandunderstanding our company, our business and the industry in which we operate.candidate'scandidate’s experience at a regulated financial institution and whether a candidate has sufficient time to devote to the responsibilities of being a director, their community service or other board service, as well as the racial, ethnic, and gender diversity of the Board. Candidates are subject to a background check and must be clear of any judgments or sanctions. The Governance Committee generally considers a candidate'scandidate’s qualifications with respect to these broad criteria and assesses whether the candidate can make decisions on behalf of or while representing us in a manner consistent with our stated business goals and objectives.candidate's "independent"candidate’s “independent” status in accordance with applicable regulations and listing standards. The Governance Committee will consider nominees recommended by shareholders. Any shareholder wishing to nominate a candidate for director must follow the procedures for submission of proposals set forthdefined in the section of this proxy statement entitled "Nominations“Nominations by Shareholders and Other Shareholder Proposals."seventy-second72nd birthday except that the full Board may nominate candidates over 72 years of age for election or re-election for a single annual term for special circumstances as determined by the Board to be forand in the benefitbest interests of shareholders. We believe ourthe Bank’s best interests are served when the Board is represented by individuals who have developed, over time, valuable insight into our operations, businesses, as well as a profound understanding of our core values and goals toward community growth and prosperity. 2020 PROXY STATEMENTPage 9GOVERNANCE PROCEDURES AND RELATED MATTERSCompany CommitteesOur company, indirectly through BHBT, has two additional wholly-owned subsidiaries—Bar Harbor Trust Services, or BHTS, and Charter Trust Company, or CTC. Company.havemerged into one entity, Bar Harbor Wealth Management, as of May 1, 2022. Bar Harbor Wealth Management has a separate committees. These committees have identical memberships and arecommittee. The committee membership is composed of: Daina Belair, Martha Dudman, Debra Miller, Brendan O’Halloran and Curtis Simard, Kenneth Smith and Stephen Theroux.Simard. These directors oversee both subsidiaries. Ms. Dudman serves as the Chair for both Committees. The BHTS and CTC committees provide oversight for these two entities that offerBar Harbor Wealth Management subsidiary, which offers trust and wealth management services to clients.management'smanagement’s qualifications, tenure, and experience. Our Board also establishes steps to address emergency succession planning in extraordinary circumstances. Our emergency succession planning is intended to enable us to respond to unexpected position vacancies, including those resulting from a major catastrophe, by continuing our safe and sound operation and minimizing potential disruption or loss of continuity to our organization'sorganization’s business and operations.20192022, our Board held ten10 regular meetings, one strategic planning meeting, our quarterlyfor measurement against strategic objectives meetings, and one annual meeting. Directors are expected to attend our Annual Meetings of shareholders,Shareholders, our Board meetings and the committee meetings of committees of which they are members. Each of our directors attended at least 99.5%96.0% of the total number of meetings of our Board and each of the committees on which they served during 2019.2022. In addition, all the directorsDirectors serving on our Board at the time of our 20192022 Annual Meeting attended the meeting. The Board held ten executive sessions following Board meetings during 2019.
Board Compositiondirectors'directors’ age and tenure, and Board continuity; it strives to achieve a balance between the perspectives of new directors and those of longer-serving directors with industry and institutional insights.OurBoard'sBoard’s diversity when identifying and evaluating director candidates. In addition, our Board seeks to include members who are independent, possess financial literacy and expertise, and have an understanding of risk management principles, policies, and practices, and have experience in identifying, assessing, and managing risk exposures. Our current Board, composed of the 12 director nominees, reflects the Board'sBoard’s commitment to identifying, evaluating, and nominating candidates who possess personal qualities, qualifications, skills, and diversity of backgrounds, and provide a mix of tenures that, when taken together, best serve our company and our shareholders.companyCompany performance, corporate governance, environmental, social and governanceESG and other topics of interest to shareholders, such as human capital management, and executive compensation matters. These meetings may include participation by our Chairman, President and Chief Executive Officer, Chief Financial Officer, or other senior management Beneficial Ownership of Common Stock 16, 2020 by: 1)15, 2023 by (1) each person or entity known by us to own beneficially more than 5% of the outstanding common stock calculated on the number of shares outstanding on March 16, 2020; 2)15, 2023; (2) each current director and nominee for election to the Board; 3)(3) each NEO; and 4)(4) all executive officers and directors as a group. We had 15,587,35915,124,451 shares of common stock, net of treasury shares, outstanding as of March 16, 2020.15, 2023. Unless otherwise indicated, the address of all individuals listed below is 82 Main Street, PO Box 400, Bar Harbor, Maine, 04609.personsperson(s) set forth below is determined under the rules of Section 13 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. A person is alsosuchthese rules, an individual is consideredmore than one person may be deemed to be a beneficial owner of the same securities. Included in the amount of common stock beneficially own anyowned are shares of common stock if heunderlying options and other derivative securities that are currently exercisable or she directly or indirectly has or shares, or has the rightwill become exercisable within 60 days of March 15, 2023. Ownership percentages reflect the ownership percentage assuming that such person, but no other person, exercises all options and other derivative securities to directlyacquire shares of our common stock held by such person that are currently exercisable or indirectly haveexercisable within 60 days of March 15, 2023. The ownership percentage of all executive officers and directors, as a group, assumes that all 16 persons, but no other persons, exercise all options and other derivative securities to acquire shares of our common stock held by such persons that are currently exercisable or share 1) voting power, which includes the power to vote or to direct the votingexercisable within 60 days of the shares; or 2) investment power, which includes the power to dispose or direct the disposition of shares.March 15, 2023. NAME OF BENEFICIAL OWNERS TITLE OF
CLASS AMOUNT OF
BENEFICIAL
OWNERSHIP FOOTNOTES
OF
CLASS1 5% or more beneficial owners BlackRock, Inc. Common 1,185,927 2 7.90% FMR LLC Common 1,354,399 3 8.99% DIRECTORS & DIRECTOR NOMINEES Belair, Daina H. Common 9,479 4 * Caras, Matthew L. Common 16,235 * Colter, David M. Common 8,070 * Dimick, Steven H. Common 10,509 * Dudman, Martha T. Common 19,017 * Fernald, Lauri E. Common 14,651 * Miller, Debra B. Common 1,313 * O’Halloran, Brendan J. Common 11,122 * Shaw, Brian D. Common 270 * Simard, Curtis C. Common 97,210 * Smith, Kenneth E. Common 21,316 5 * Toothaker, Scott G. Common 39,028 6 * Woodside, David B. Common 20,190 7 * NAMED EXECUTIVE OFFICERS Iannelli, Josephine Common 32,678 8 * Colombo, Marion Common 18,290 8 * Mercier, John M. Common 18,147 8 * Edgar, Jason P. Common 13,858 8 * All directors and executive officers as a group (16 persons) 351,383 9 2.32% TITLE OF
CLASS AMOUNT OF
BENEFICIAL
OWNERSHIP FOOTNOTES PERCENT
OF
CLASS1 1,043,597 2 6.70 % Common 4,436 * Common 11,463 * Common 4,564 3 * Common 7,136 * Common 15,644 * Common 11,032 * Common 5,341 * Common 42,449 8 * Common 15,152 4 * Common 61,361 5 * Common 35,655 6 * Common 12,205 7 * Common 10,368 8 * Common 16,415 8 * Common 3,871 8 * Common 5,089 8 * 267,681 9 1.72 % 1. 2. 20192022 as filed on Form Schedule 13G on February 5, 2020.3, 2023. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. 301,670 shares owned by Mr. Colter's children registered in a custodial account.Ms. Belair’s spouse. 4. 3,4274,138 shares over which voting and dispositive powers are shared jointly with Mr. Smith'sSmith’s spouse. 5. Includes 24,844 shares over which voting and dispositive powers are shared jointly with Mr. Theroux's spouse. This number does not include 30,557 shares held within a Supplemental Executive Retirement Plan for which Mr. Theroux does not have voting or dispositive powers.Toothaker'sToothaker’s spouse. 7. 3,0095,628 shares over which voting and dispositive powers are shared jointly with Mr. Woodside'sWoodside’s spouse. This number does not includealso includes 1,500 shares owned by Mr. Woodside'sWoodside’s spouse over which he does not have voting or dispositive powers. 8. 16, 202015, 2023 record date under the long-term incentive plans. These ownership positions are set forth in the table below: DIRECT
(a) 401(k) PLAN
(b) LONG TERM
INCENTIVE
EQUITY
(c) 37,408 835 4,206 8,164 — 2,204 14,211 — 2,204 2,591 — 1,280 3,904 — 1,185 9. includes 5,500 (.0004%excludes 1,000 (.0001%) shares of common stock as of the March 16, 202015, 2023 record date held by two trusts,one trust, which, for the purpose of voting, are allocated equally among the directors present at the Annual Meeting under the terms of the respective trust instruments. No director has any other beneficial interest in these shares. These trusts areThis trust is denominated for purposes of this proxy statement as the "Parker Trust "and the "The Fred & Hattie Lynam Private Foundation" formerly known as the Lynam“Parker Trust.” The Parker Trust was established in 1955 in perpetuity. BHTS,Bar Harbor Wealth Management (“BHWM”), our second tier non-depository trust services company located in Ellsworth, Maine, is the sole Trustee, with full powers, of this trust benefiting the Mt. Heights Cemetery in Southwest Harbor, Maine. The Fred & Hattie Lynam Private Foundation, was established in 1942 in perpetuity to benefit Mount Desert Island charities and later expanded to provide scholarships to graduates of Mount Desert Island High School. BHTS is the sole Trustee, with full powers, and administers the trust with the assistance of an established Grant and Scholarship Committee made up of members of the Board and community representatives. NAME
(a)
(b)
INCENTIVE
EQUITY
(c) Simard, Curtis C. 78,168 1,451 17,591 Iannelli, Josephine 25,665 — 7,013 Colombo, Marion 13,761 — 4,529 Mercier, John M. 13,618 — 4,529 Edgar, Jason P. 9,476 — 4,382 Section 16(a) Beneficial Ownership Reporting Compliance1934 Exchange Act requires the Company’s directors, executive officers directors, and persons who ownbeneficial owners of more than 10% of a registered class of our equity securitiesthe Company’s common stock to file with the SEC initial reports of ownership and reports of changes in ownership of ownershipthe common stock. Based solely upon a review of Forms 3, 4, and 5 filed with the SEC during the year ended December 31, 2022, the Company believes that all directors, executive officers and beneficial owners of more than 10% of its common stock timely complied with all of the filing requirements applicable to them with respect to transactions during the year ended December 31, 2022, except as follows: (i) Ms. Miller made one late Form 3 filing and one late Form 4 filing attributable to a grant of restricted stock from the Company, (ii) Ms. Hill made one late Form 4 filing regarding a purchase of common stock shares, (iii) Mr. EdgarNYSE American. These persons are required by SEC regulationsrelated tax withholdings and his Form 3 filing, (iv) Mr. Simard made one late Form 4 filing regarding the conversion of RSUs into common stock and the related tax withholdings, (v) Ms. Iannelli made one late Form 4 filing regarding the conversion of RSUs into common stock and the related tax withholdings, (vi) Ms. Colombo made one late Form 4 filing regarding the conversion of RSUs into common stock and the related tax withholdings (vii) Mr. Mercier made one late Form 4 filing regarding the conversion of RSUs into common stock and the related tax withholdings, and (viii) Mr. Woodside made one late Form 4 filing attributable to a grant of restricted stock from the Company.furnish us with copies of all Section 16(a) forms they file.To our knowledge, based solely on review of such reports provided to us and written representations, all reports were filed timely. Proposal 1
Election of Directors Page 122020 PROXY STATEMENTPROPOSAL 1ELECTION OF DIRECTORSProposal 1Election of Directorstheir successors arehis or her successor has been elected and qualified.qualified or until his or her earlier resignation or removal from office. The Board has designated as nominees for election the 12 persons named below, eachall of whomwhich currently servesserve as a director.director, except Mr. Shaw. Each director nominee has consented to being named in this proxy statement and to serving as a director if elected.nominee'snominee’s name, age as of our Annual Meeting date, tenure of Board service, committee memberships, principal occupation, business experience, Board Committee positions, and positions with our subsidiaries consisting of BHBT and CTC.BHWM. We also discuss the qualifications, attributes, and skills that led our Board to nominate each director for election. The terms of all current directors expire at the 20212024 Annual Meeting. NAME AGE YEAR FIRST
ELECTED OR
APPOINTED
DIRECTOR POSITION(S) WITH
OUR COMPANY POSITION(S) WITH OUR SUBSIDIARIES Daina H. Belair 67 2015 Director Director, BHBT since 2015
Director, BHWM since 2022 Matthew L. Caras 66 2014 Director Director, BHBT since 2014 David M. Colter 55 2016 Director Director, BHBT since 2016 Martha T. Dudman 71 2003 Director Director, BHBT since 2003
Director, BHWM since 2022 Lauri E. Fernald 61 2005 Director Director, BHBT since 2005 Debra B. Miller 65 2022 Director Director, BHBT since 2022
Director, BHWM since 2022 Brendan J. O’Halloran 60 2018 Director Director, BHBT since 2018
Director, BHWM since 2022 Brian D. Shaw 54 Nominee Nominee None Curtis C. Simard 52 2013 Director,
President and CEO President and CEO of BHBT since 2013
Director, BHBT since 2013
Director, BHWM since 2022 Kenneth E. Smith 69 2004 Director Director, BHBT since 2004 Scott G. Toothaker 60 2003 Director Director, BHBT since 2003 David B. Woodside 71 2003 Director Director, BHBT since 2003
Chairman of the Board since 2016
NAME
AGE YEAR FIRST
ELECTED OR
APPOINTED
DIRECTOR
POSITIONS WITH
OUR COMPANY
POSITIONS WITH OUR SUBSIDIARIES 64 2015 Director Director, BHBT since 2015 Director, BHTS since 2015 Director, CTC since 2017 63 2014 Director Director, BHBT since 2014 52 2016 Director Director, BHBT since 2016 69 2017 Director Director, BHBT since 2017 68 2003 Director Director, BHBT since 2003 Chairman, BHTS since 2005 Director, BHTS since 2003 Chairman, CTC since 2017 Director, CTC since 2017 58 2005 Director Director, BHBT since 2005 57 2018 Director Director, BHBT since 2018 49 2013 Director, President and CEO of BHBT since 2013 President and Director, BHBT since 2013 CEO Director, BHTS since 2013 since August 2013 Director, CTC since 2017 66 2004 Director Director, BHBT since 2004 Director, BHTS from 2004 - 2013 and 2015 to present Director, CTC since 2017 70 2017 Director Director, BHBT since 2017 Director, CTC since 2017 57 2003 Director Director, BHBT since 2003 68 2003 Director Director, BHBT since 2003 Chairman of the Board since 2016
NUMBER OF BOARD AND COMMITTEE MEETINGS HELD IN 2022 BOARD EXECUTIVE AUDIT COMPENSATION &
HUMAN RESOURCES GOVERNANCE BOARD RISK 10 0 4 5 3 12 NUMBER OF BOARD AND COMMITTEE MEETINGS HELD IN 2019 BOARD
EXECUTIVE
AUDIT COMPENSATION &
HUMAN RESOURCES
GOVERNANCE
BOARD RISK10 5 4 6 4 12 Note:In addition to the number of formal meetings reflected above, from time to time our Board and/or its committees also held educational and/or informational sessions"independent directors"“independent directors” in accordance with applicable laws, regulations, and NYSE American LLC listing requirements. The exception is director nominee Curtis C. Simard, who currently serves as our President and Chief Executive Officer. Mr. Simard is not a member of the Audit, Compensation and Human Resources, or Governance Committees.10,17, and the belief that each can make substantial contributions to our Board and company.Company. Our Board believes our nominees' breadthnominees’ depth of experience and their mix of attributes strengthen our Board'sBoard’s independent leadership and effective oversight of management relating to our businesses, our industry'sindustry’s operating environment, and our long-term strategy. Our 12 director nominees:Board'sBoard’s understanding of overseeing a business subject to governmental oversight, and enhancing the diversity of our Board with valuable insights and fresh perspectivesBoard'sBoard’s oversight capabilities by having varied lengths of tenure that provide historical and new perspectives about our companydirector'sdirector’s initial election and may include their 500 qualifying shares.will exceed or will meet their five-year timeline ownership requirement under this policy for 2019."“FOR"” votes will be elected as directors. If you do not vote for a nominee, or you indicate "“WITHHOLD"” for any nominee on your proxy card, your vote will not count "“FOR"” or "“AGAINST"” the nominee. You may not vote your shares cumulatively in the election of directors. Brokers do not have discretionary authority to vote shares on this proposal without direction from the beneficial shareholder. Therefore, broker non-votes will have no effect on the vote. OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE 12 DIRECTOR NOMINEES. OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTIONTABLE OF EACH OF THE 12 DIRECTOR NOMINEES. ![[MISSING IMAGE: ph_dainabelair-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_dainabelair-pn.jpg)
Page 142020 PROXY STATEMENTDirector NomineesDAINA H. BELAIR DIRECTOR SINCE: 2015 Daina H. Belair Age: 67 | Director Since: 2015 | Independent ![[MISSING IMAGE: ic_execlead-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ic_execlead-pn.jpg)
AGE:64 COMMITTEE MEMBERSHIPS:•AUDIT COMMITTEE•GOVERNANCE COMMITTEE•BAR HARBOR TRUST SERVICES COMMITTEE•CHARTER TRUST COMMITTEE![[MISSING IMAGE: ic_finservi-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ic_finservi-pn.jpg)
Since![[MISSING IMAGE: ic_finrep-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ic_finrep-pn.jpg)
![[MISSING IMAGE: ic_riskmgmt-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ic_riskmgmt-pn.jpg)
![[MISSING IMAGE: ic_legal-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ic_legal-pn.jpg)
![[MISSING IMAGE: ic_mergers-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ic_mergers-pn.jpg)
![[MISSING IMAGE: ic_humancap-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ic_humancap-pn.jpg)
![[MISSING IMAGE: ic_publiccoxp-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ic_publiccoxp-pn.jpg)
Mrs. Belair is a retired attorney and a member of the New York and District of Columbia Bar Associations. In 2008, Ms. Belair has been the owner ofshe relocated to Maine where she owned and operated the Inn at Sunrise Point locateduntil mid-2021. During her more than 25 years as a practicing attorney, she specialized in Lincolnville, Maine. She is a retired attorney specializing in the field of banking and financial services. Before relocating to Maine,In 2002-2006 she was employedserved as General Counsel and Managing Director of U.S. Trust Corporation and its subsidiary banks, U.S. Trust Company of New York and U.S. Trust Company N.A. from May 2002 through October 2006. Prior to her time at U. S. Trust,that, she servedwas employed by Citibank N.A. for 15 years, as a Vice President and aManaging Director, and holding various senior and division general counsel atand compliance officer positions for Citibank’s international corporate and institutional business as well as general counsel for the Citibank N.A. from 1987 to 2002 includingPrivate Bank. Earlier in its Emerging Markets and its Private Banking Division. Ms. Belairher career she practiced law in Washington D.C. At this time, she primarily resides in Lincolnville, Maine. Bankingbanking, wealth management and Wealth Managementregulatory experienceServes, a private not-for-profit organizationMember of the Lincolnville Business Group•Member of the Belfast Chamber of Commerce•Served on the Town of Lincolnville Budget Committee•Our Board believes and as President of the Lincolnville Business Group
Committee (Chair) Mrs. Belair'sBelair’s legal background in the financial services industry and hospitality experience provides valuable guidance to the Board. MATTHEW L. CARAS, JD![[MISSING IMAGE: ph_matthewcaras-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_matthewcaras-pn.jpg)
DIRECTOR SINCE: 2014 Matthew L. Caras, JD Age: 66 | Director Since: 2014 | Independent 
AGE:63COMMITTEE MEMBERSHIPS:•EXECUTIVE COMMITTEE•COMPENSATION AND HUMAN RESOURCES COMMITTEE•GOVERNANCE COMMITTEE•BOARD RISK COMMITTEE (CHAIR) An attorney and member of the Maine Bar, Mr. Caras is a founder and principal of Leaders LLC, a mergers and acquisitions advisory services firm representing public, private, and family-ownedfamily owned businesses in a broad range of industries throughout the United States and globally. Mr. Caras is also a mediator and neutral negotiation facilitator who has conducted over 150 mediation sessions and facilitated transactions as a neutral party. Mr. Caras resides in Arrowsic, Maine. Washington, DCOur White Plains, NY believes that given Risk Committee Mr. Caras'Caras’ legal expertise in commercial transactions, as well as his business knowledge of the many industries with which we doconduct business he provides valuable perspectiveis invaluable to the Board as we expandwith our growing customer service area throughout Northern New England. ![[MISSING IMAGE: ph_davidcolter-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_davidcolter-pn.jpg)
2020 PROXY STATEMENTPage 15DIRECTOR NOMINEESDAVID M. COLTER DIRECTOR SINCE: 2016 David M. Colter Age: 55 | Director Since: 2016 | Independent 
AGE:52 COMMITTEE MEMBERSHIPS:•AUDIT COMMITTEE•COMPENSATION AND HUMAN RESOURCES COMMITTEE ![[MISSING IMAGE: ic_cybersec-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ic_cybersec-pn.jpg)
Mr. Colter currently serves as President and Chief Executive Officer of GAC Chemical Corporation (“GAC”) in Searsport, Maine. GAC manufactures and distributes industrial, specialty, and fine inorganic and organic chemicals. Prior to joining GAC and moving to Maine, he worked for Ernst & Young in Ohio in their Financial Institutions Group. Mr. Colter resides in Hampden, Maine. Chair and Audit Committee member of the University of Maine Pulp and Paper Foundation Mr. Colter'sColter’s experience as the principal executive officer of a manufacturing company, andas well as his educational and professional credentials, bring essential qualifications and skills to the Board. STEVEN H. DIMICK![[MISSING IMAGE: ph_marthadudman-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_marthadudman-pn.jpg)
DIRECTOR SINCE: 2017 Martha T. Dudman Age: 71 | Director Since: 2003 | Independent 
AGE:69COMMITTEE MEMBERSHIPS:•AUDIT COMMITTEE•GOVERNANCE COMMITTEE Mr. Dimick joined our Board in January 2017. He previously Ms. Dudman, a retired business executive and consultant, is a Director of the Maine Humanities Council and a Selectman for the Town of Mount Desert. She served as a director of Lake Sunapee Bank since November 2013. His career has included serving as a member of the Randolph National Bank Board of Directors from 1981-2013 and as a Director/President/CEO at Central Financial Corporation. Mr. Dimick resides in Randolph, Vermont.Professional and Leadership Highlights:•Substantial banking experience in New England, including at the executive and board levels•Served as President of the Vermont Chapter of the Bank Administration Institute•Former member of the National Board of Directors of the Independent Community Bankers of America representing Vermont•Served as the Chairman of the Vermont Bankers Association•Former Trustee of Gifford Medical CenterMr. Dimick's substantial experience as an executive officer and bank director will greatly contribute to our Board's leadership capabilities and strength in overseeing and guiding the Bank. Page 162020 PROXY STATEMENTDIRECTOR NOMINEESMARTHA T. DUDMANDIRECTOR SINCE: 2003
AGE:68 COMMITTEE MEMBERSHIPS:•EXECUTIVE COMMITTEE•COMPENSATION AND HUMAN RESOURCES COMMITTEE•BAR HARBOR TRUST SERVICES COMMITTEE (CHAIR)•CHARTER TRUST COMMITTEE (CHAIR)Ms. Dudman has served as the President of Dudman Communications Corporation, operating& General Manager for a group of radio stations in Ellsworth and Bangor, Maine. She currently servesthen as Senior Counsel with Gary Friedmann & Associates, since 2011,helping raise millions of dollars for Maine nonprofits. Over the years, she has served on many boards including the Maine Association of Broadcasters, the National Association of Broadcasters, Bangor Rotary Club, and held the same position from 1999 to 2006, providing fundraising consulting services to nonprofits throughout the State of Maine. Ms. DudmanNortheast Harbor Library. She is also a published author. Ms. Dudmanauthor, and resides in Northeast Harbor, Maine. non-profitnonprofit boards; awarded membership in the Deborah Morton Society, recognizing women of high distinction in their careers and public service and whose leadership in civic, cultural, and social causes has been exceptional Ms. Dudman'sDudman’s extensive experience in business management, public relations, marketing and sales provide a unique insight into our operations and strategic long-termlong term goals.LAURI E. FERNALD DIRECTOR SINCE: 2005 ![[MISSING IMAGE: ph_laurifernald-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_laurifernald-pn.jpg)
Lauri E. Fernald 
Age: 61 | Director Since: 2005 | Independent AGE: 58 COMMITTEE MEMBERSHIPS:•EXECUTIVE COMMITTEE•COMPENSATION AND HUMAN RESOURCES COMMITTEE•GOVERNANCE COMMITTEE (CHAIR)•BOARD RISK COMMITTEE Ms. Fernald is an owner in Jordan-FernaldJordan Fernald Funeral Home headquartered in Mount Desert, Maine, and she is a Certified Funeral Service Practitioner. Ms. Fernald resides in Mount Desert, Maine. Serves as Managing Partner of L.E. Fernald LLC, and 125 Franklin Street LLC, operating as real estate holding companies and has managed several businesses over her career•Treasurer, and Maine Community Foundation Hancock County Ms. Fernald'sFernald’s commercial and community service experience brings a depth of knowledge and perspective to the Board and the markets we serve. ![[MISSING IMAGE: ph_debramiller-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_debramiller-pn.jpg)
Debra B. Miller Age: 65 | Director Since: 2022 | Independent Mrs. Miller has served as the Vice President of External Relations at the NH Community Loan Fund since 2013. She oversees the organization’s philanthropy, marketing and communications as well as their public policy efforts. She previously served as Senior Vice President and Director of Corporate Affairs in New England for Citizens Bank where she was responsible for overseeing public and community relations, media relations, internal communications, special events, charitable contributions, marketing sponsorships and government affairs for the New England region. In addition, she was responsible for the bank’s Community Reinvestment Act programs throughout its 13-state footprint. Ms. Miller resides in Londonderry, New Hampshire. Mrs. Miller’s significant experience in banking and compliance combined with her community service experience provides a valuable combination of proven skills and insights to the Board. ![[MISSING IMAGE: ph_brendanhalloran-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_brendanhalloran-pn.jpg)
2020 PROXY STATEMENTPage 17DIRECTOR NOMINEESBRENDAN J. O'HALLORAN DIRECTOR SINCE: 2018 Brendan J. O’Halloran Age: 60 | Director Since: 2018 | Independent 
AGE:57 COMMITTEE MEMBERSHIPS:•AUDIT COMMITTEE•BOARD RISK COMMITTEE Mr. O'HalloranO’Halloran began his career at The First Boston Corporation in New York City and was employed by Toronto Dominion Bank Financial Group in varying capacities since 1989. Prior to his retirement in 2015, his most recent position was Vice Chair & Region Head, TD Securities where he oversaw TD Securities investment banking, trading and operational activities in the US through its offices in New York, Chicago, Boston, Houston, and Philadelphia. Mr. O'HalloranO’Halloran resides in Chatham, Massachusetts and Naples Florida. overof broad geography and multiple business lines. Demonstrated leadership skills that include strong integration and strategic expansion experience across various credit and capital market cycles Mr. O'Halloran'sO’Halloran’s extensive experience in the financial services industry and specifically regulatory interaction and oversight will beis an invaluable asset to our Board. CURTIS C. SIMARD![[MISSING IMAGE: ph_briandshaw-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_briandshaw-pn.jpg)
DIRECTOR SINCE: 2013Brian D. Shaw Age: 54 | Director Nominee | Independent Mr. Shaw owns a real estate contracting and development business, ranging from projects for specified clients to developing a portfolio of his own accord. Both segments range from single-family residences to medium-scale hospitality properties to multi-family properties of varying sizes. His services include original engineering to final finish carpentry. Mr. Shaw resides in Bar Harbor, Maine. Mr. Shaw’s executive leadership and commercial service experience brings a depth of knowledge and perspective to the Board and the markets we serve. ![[MISSING IMAGE: ph_curtissimard-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_curtissimard-pn.jpg)
Curtis C. Simard 
Age: 52 | Director Since: 2013 AGE:49COMMITTEE MEMBERSHIPS:•EXECUTIVE COMMITTEE•BAR HARBOR TRUST SERVICES COMMITTEE•CHARTER TRUST COMMITTEE•BOARD RISK COMMITTEE Mr. Simard has served as our President and Chief Executive Officer since August 10, 2013. Prior to joining the Bank, he served as Senior Vice President and Managing Director of Corporate Banking for TD Bank from 2002 to 2013. He was also was affiliated with First New Hampshire Bank and its successor, Citizens Bank, from 1992 to 2002 working on various business initiatives. Mr. Simard resides in Mount Desert, Maine. at the Seal Cove Auto Museumof Friends of Acadia and the Ellsworth Business Development CorporationNew HampshireServed as a Trustee of the Smithsonian affiliated Abbe Museum•Served on the Insurance Trust Committee Mr. Simard'sSimard’s position as our President and CEO, his longextensive track record of success in banking throughout the Northeastern United States, particularly New England, and his leadership of our company provide an extensive knowledge ofprovides him with considerable insight into our opportunities, challenges, and operations. ![[MISSING IMAGE: ph_smith-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_smith-pn.jpg)
Page 182020 PROXY STATEMENTDIRECTOR NOMINEESKENNETH E. SMITH DIRECTOR SINCE: 2004 Kenneth E. Smith Age: 69 | Director Since: 2004 | Independent 
AGE:66 COMMITTEE MEMBERSHIPS:•EXECUTIVE COMMITTEE•COMPENSATION AND HUMAN RESOURCES COMMITTEE (CHAIR)•BOARD RISK COMMITTEE•BAR HARBOR TRUST SERVICES COMMITTEE•CHARTER TRUST COMMITTEE Since 2003, Mr. Smith has beenis the former owner and innkeeper of Manor House Inn from 2003-2020 at which time he retired, and was the former owner of Wonder View Inn, both of which are lodging facilities located in Bar Harbor, Maine. Mr. Smith resides in Bar Harbor, Maine. Town'sTown’s Cruise Ship Committee Mr. Smith'sSmith’s expertise in the hospitality industry is beneficial to the Board as it represents a critical segment of the local economy and Bar Harbor Bank Trust'sour commercial loan portfolio.
Page 21STEPHEN R. THEROUXDIRECTOR SINCE: 2017 ![[MISSING IMAGE: ph_toothaker-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_toothaker-pn.jpg)
Scott G. Toothaker 
Age: 60 | Director Since: 2003 | Independent AGE:70COMMITTEE MEMBERSHIPS:•BOARD RISK COMMITTEE•BAR HARBOR TRUST SERVICES COMMITTEE•CHARTER TRUST COMMITTEE Mr. Theroux retired as Vice Chairman, President and CEO of both Lake Sunapee Bank Group (LSBG) and Lake Sunapee Bank in 2017. He served as a director of the LSBG Board, the Lake Sunapee Bank Board, and as Chairman of the Board of Directors of CTC. Mr. Theroux resides in New London, New Hampshire.Professional and Leadership Highlights:•Held numerous executive positions for LSBG and LSB as Corporate Secretary, Chief Financial Officer, and Chief Operating Officer•Director of the Federal Home Loan Bank of Boston from 2015 to 2018•Treasurer for the Town of New London, New Hampshire•Trustee and Treasurer of Proctor Academy, Andover, New Hampshire•Serves as a director of the American European Insurance Company, Cherry Hill, New JerseyMr. Theroux's 40 years of experience in various operational and financial management responsibilities in the banking, educational, and insurance industries provide him with the qualifications and skills to serve as a valuable director.2020 PROXY STATEMENTPage 19DIRECTOR NOMINEESSCOTT G. TOOTHAKER DIRECTOR SINCE: 2003 
AGE:57 COMMITTEE MEMBERSHIPS:•EXECUTIVE COMMITTEE•AUDIT COMMITTEE (CHAIR)•BOARD RISK COMMITTEE Mr. Toothaker has servedserves as athe Office Managing PrincipalPartner of Melanson Heath & Co., PC, a certified publicMarcum, LLP, New Hampshire, an international accounting and advisory firm with five offices located in Maine, New Hampshire, and Massachusetts. The firm specializes in professional services to individuals, as well as small to medium sized businesses and entrepreneurslocations throughout New England.the United States. Mr. Toothaker resides in Nashua, New Hampshire. As a practicing CPA, Mr. Toothaker has experience across business and personal financial management that is well suited in his role as a director and Chair of the Board's Audit Committee.director. DAVID B. WOODSIDE![[MISSING IMAGE: ph_woodside-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_woodside-pn.jpg)
DIRECTOR SINCE: 2003 David B. Woodside Age: 71 | Director Since: 2003 | Independent 
AGE:68•CHAIRMAN OF THE BOARD OF DIRECTORSCOMMITTEE MEMBERSHIPS:•EXECUTIVE COMMITTEE (CHAIR)•COMPENSATION AND HUMAN RESOURCES COMMITTEE•GOVERNANCE COMMITTEE•BOARD RISK COMMITTEE Mr. Woodside has served as Chief Executive Officer and Director of The Acadia Corporation, a locally owned company operating retail shops on Mount Desert Island. Mr. Woodside resides in Bar Harbor, Maine. presidentPresident of the Bar Harbor Rotary Club and Bar Harbor Chamber of Commerce Mr. Woodside's in-depthWoodside’s in depth knowledge of the retail and hospitality industries both in Maine and across the country provide significant expertise to the Board. BELAIR CARAS COLTER DUDMAN FERNALD MILLER O’HALLORAN SHAW SIMARD SMITH TOOTHAKER WOODSIDE TOTAL SKILLS AND EXPERIENCE Executive Leadership ● ● ● ● ● ● ● ● ● ● 10 Financial Services Industry ● ● ● ● ● ● 6 Financial Reporting/ Audit/ Capital Planning ● ● ● ● ● ● ● ● ● ● ● 11 Risk Management ● ● ● ● ● ● ● ● ● ● ● ● 12 Financial Services Compliance/ Legal/ Regulatory ● ● ● ● ● 5 Technology/ Information Security/ Cybersecurity ● ● ● ● ● 5 Mergers & Acquisitions ● ● ● ● ● 5 Human Capital Management ● ● ● ● ● ● ● ● ● ● ● ● 12 Public Company Experience ● ● ● ● ● 5 BOARD INDEPENDENCE AND TENURE Independent ● ● ● ● ● ● ● ● ● ● ● 11 Board Tenure (years) 7 8 6 19 17 1 4 N/A 9 18 19 19 — BOARD DEMOGRAPHICS Age 67 66 55 71 61 65 60 54 52 69 60 71 — Gender F M M F F F M M M M M M — Race C C C C C A C C C C C C —
M = Male
C = Caucasian/ White
A = African American/ BlackExecutive Officers Page 202020 PROXY STATEMENTEXECUTIVE OFFICERSExecutive OfficersBHTS and CTCBHWM as of March 16, 2020. NAME AGE SINCE CURRENT POSITION POSITIONS WITH SUBSIDIARIES Curtis C. Simard 52 2013 Director, President and CEO President and CEO of BHBT since June 2013. Director of BHBT since June 2013. Director of BHWM since 2022 when the two trust entities merged Josephine Iannelli 50 2016 Executive Vice President,
Chief Financial Officer and
Treasurer Executive Vice President, Chief Financial Officer, and Treasurer of BHBT since 2016. Chief Financial Officer and Treasurer of BHWM since 2022 when the two trust entities merged Marion Colombo 57 2018 N/A Executive Vice President, Director of Retail Delivery of BHBT since 2018 John M. Mercier 59 2018 N/A Executive Vice President, Chief Lending Officer of BHBT since 2018. Formerly Executive Vice President, Senior Lender NH and VT of BHBT since 2017 Jason Edgar 46 2019 N/A Hired in 2019 as President of both BHTS and CTC; President of BHWM since 2022 when the two trust entities merged Alison DiPaola 35 2022 N/A Senior Vice President, Chief Human Resources Officer of BHBT since April, 2022 Joseph Schmitt 50 2022 N/A Senior Vice President, Chief Marketing Officer of BHBT since September 2017, and a Head of Communications since January, 2022 Joseph P. Scully 61 2021 N/A Senior Vice President, Chief Information Officer and Director of Operations of BHBT since April, 2021 John M. Williams, II 32 2021 N/A Senior Vice President, Chief Risk Officer of BHBT since April, 2021 AGE SINCE CURRENT POSITION POSITIONS WITH SUBSIDIARIES 49 2013 Director, President and CEO President and CEO of BHBT since June 2013. Director of BHBT since June 2013. Director, BHTS since June 2013. Director of CTC since 2017 47 2016 Executive Vice President,
Chief Financial Officer and
Treasurer Executive Vice President, Chief Financial Officer, and Treasurer of BHBT and BHTS since 2016. Chief Financial Officer and Treasurer of CTC since 2017 60 2014 N/A Executive Vice President, Chief Operating Officer, and Chief Risk Officer of BHBT since 2016. Formerly Executive Vice President and Chief Risk Officer of BHBT since 2014 54 2018 N/A Executive Vice President, Director of Retail Delivery of BHBT since 2018 56 2018 N/A Executive Vice President, Chief Lending Officer of BHBT since 2018. Formerly Executive Vice President, Senior Lender NH and VT of BHBT since 2017 43 2019 N/A President of BHTS and CTC since June 2019 55 2019 N/A Senior Vice President, Chief Human Resources Officer of BHBT since June 2019 "family relationships" (as“family relationships” (as defined by the SEC) between any director, executive officer, or person nominated or chosen by us to become a director or executive officer.EXECUTIVE OFFICERSCURTIS C. SIMARD 
was affiliated with First New Hampshire Bank and its successor, Citizens Bank, from 1992 to 2002 working on various business initiatives. Mr. Simard resides in Mount Desert, Maine.onof the Executive Committee of Maine Bankers Associationat the Seal Cove Auto Museumof Friends of Acadia and the Ellsworth Business Development CorporationServed as a Trustee of the Smithsonian affiliated Abbe Museum•Served on the Insurance Trust CommitteeSimard'sSimard’s position as our President and CEO, his longextensive track record of success in banking throughout New England, and his leadership of our company provide him with extensive knowledge ofconsiderable insight into our opportunities, challenges and operations. JOSEPHINE IANNELLI 
![[MISSING IMAGE: ph_josephinelannelli-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_josephinelannelli-pn.jpg)
Iannelli'sIannelli’s experience and expertise encompassesencompass senior financial leadership in accounting policy, financial planning and analytics, treasury, investor relations, SEC and regulatory reporting, investment management, tax, and mergers and acquisitions. EXECUTIVE OFFICERSRICHARD B. MALTZMARION COLOMBO 
Mr. Maltz has served as our Executive Vice President, Chief Operating Officer, and Chief Risk Officer since September 2016, and served as Executive Vice President & Chief Risk Officer since September 1, 2014. Prior to that Mr. Maltz has served in various executive risk, IT, and auditing roles throughout his career. Mr. Maltz resides in Ellsworth, Maine.Professional and Leadership Highlights:•Received a BS in Financial Accounting from the University of New Haven•Holds the Certified Public Accountant designation•Current member of the American Institute of Certified Public AccountantsWith more than 35 years of banking experience in operations, technology and risk management, Mr. Maltz is well suited in his role leading our overall operational and technology areas, while continually improving process efficiency and risk management culture throughout the organization. MARION COLOMBO![[MISSING IMAGE: ph_marioncolombo-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_marioncolombo-pn.jpg)
Ms. ColomboMs.Colombo served in multiple leadership roles at TD Bank for 30 years. She served as Market President of Retail for TD Bank in Boston, Massachusetts from 2009 to 2018 where she was responsible for the retail strategy for 110 de novo branches across Greater Boston and Rhode IslandWomen'sWomen’s Political Caucus, recognizing her as an Outstanding Woman LeaderColombo'sColombo’s in-depth knowledge of retail banking and her strong leadership skills and experience providesprovide significant expertise to us in this important segment of our business.2020 PROXY STATEMENTPage 23EXECUTIVE OFFICERSJOHN M. MERCIER 
![[MISSING IMAGE: ph_johnmercier-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_johnmercier-pn.jpg)
most recently as Executive Vice President, Senior Lender of Primary Bank in Bedford, New Hampshire from October 2015 to April 2017.Bank. Mr. Mercier resides in Manchester, New Hampshire.and is Treasurer of the Elliot Health Systemthishis role, Mr. Mercier'sMercier’s experience provides for the effective planning, development and implementation of the Bank'sBank’s long-term lending strategies, including initiatives such as portfolio mix, growth strategies and market penetration objectives. EXECUTIVE OFFICERSJASON EDGAR 
![[MISSING IMAGE: ph_jasonedgar-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_jasonedgar-pn.jpg)
BHTS and CTC.BHWM. Mr. Edgar has over 20 years of experience in the Wealth Management industry. Mr. Edgar resides in Atkinson, New Hampshire.Bank in Burlington, Massachusetts.Hills Bancorp. He served as the Chief Investment Officer and Director of Wealth Management from 2016 to 2019. In his position at Berkshire Bank, he was responsible for setting Wealth Management's investment strategy, as well as overseeing itsthe strategic direction. From 2014direction and daily management of the business line. Prior to 2016 he served asthat role Mr. Edgar was the New England Regional Leader for Berkshire Hills Bancorp. Prior to Berkshire Hills Bancorp, Mr. Edgar was a Senior Officer overseeing the investment process at Enterprise Bank.Bachelor of ArtsBA Degree in Political Science from the University of Connecticut.Edgar'sEdgar’s strong wealth management experience, deep industry knowledge and significant leadership skills provide expertise to us in this important segment of our business. JENNIFER SVENSONALISON DIPAOLA 
![[MISSING IMAGE: ph_alisondipaola1-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_alisondipaola1-pn.jpg)
Svenson joined Bar Harbor Bank & Trust in June 2019DiPaola has served as our Senior Vice President, Chief Human Resources Officer. SheOfficer since April 2022. After almost five years at another financial institution, she joined the company in June of 2013 and has held roles of progressive responsibility. Ms. DiPaola is responsible for all core Human Resources functions such as recruitment, engagement, leadership development,compensation, payroll, benefits, employee relations, performance management, and retention. Ms. Svensontalent acquisition. She resides in Danvers, Massachusetts. JOSEPH SCHMITT ![[MISSING IMAGE: ph_joeschmitt-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_joeschmitt-pn.jpg)
JOSEPH SCULLY ![[MISSING IMAGE: ph_joescully-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_joescully-pn.jpg)
Ms. Svensonand is responsible for guiding the bank’s Technology, Project & Vendor Management, Business Continuity, Real Estate Management, and Deposit/Loan Operations functions. Mr. Scully has nearly four decades of experience working in the Department of Defense and Financial Services verticals. He has supervised Information Technology & Security, Fraud, Project Management, Facilities, and Card Operations departments throughout his career and has served on multiple banking and security industry committees during the last 20 years. Since arriving at the bank, Mr. Scully has spearheaded the modernization of our enterprise infrastructure and has played key roles in a majority of the bank’s strategic initiatives including both merger and acquisition projects. Mr. Scully resides in Plymouth, Maine.multiple leadership roles at Ironshore Insurance in Boston, Massachusetts. Most recently, from 2009 to 2019, she ledthe Military Intelligence branch of the US HRArmy. JOHN WILLIAMS ![[MISSING IMAGE: ph_johnwilliams-pn.jpg]](/files/DEF 14A/0001104659-23-040163/ph_johnwilliams-pn.jpg)
was accountableleading e-commerce integrations for all facets of human resources including compensation, benefits, leadership development, talent acquisition, performanceeach transaction. Prior to that, Mr. Williams served in various risk management reportingcapacities at another Maine-based financial institution. Mr. Williams resides in Clifton, Maine.compliance.She receivedPsychologyEconomics from Yale UniversityNorth Adams State CollegeTown of Clifton Planning Board and she earned an MBA from Salem State CollegeShe holds SHRM CertificationsHuman Resource Managementthe Company’s M&A activityPension and Employee BenefitsWith more than 25 years of human resourcerisk management experience a strong understanding ofmake him well-suited to lead the human capital challenges and ofoverall risk management culture throughout the complexities of managing a multi-state workforce, Ms. Svenson is well suited in her role leading our human resources function.
Page 292020 PROXY STATEMENTPage 25Certain Relationships and Related-Party
Transactions our Related Party Transaction Policy, which addresses compliance with NYSE American Rule 120 and Item 404(a) of Regulation S-K. This policy provides for Audit Committee oversight of related party transactions that exceed ade minimis lifetime income statement impact of $25,000 (except for loan transactions, administered according to Federal Regulation O, as described more fully below). Any transactions that qualify under this policy are reviewed by the Audit Committee (or another acceptable Board Committee, or the full Board) for pre-approval. Other than the Somesville Lease described below, and loans offered in the ordinary course of business and approved by the Bank'sBank’s Board of Directors there were no related party transactions in 2019. The Related Party Transaction Policy is approved annually by the Board and administered by management of the Bank.20192022, the lease payments totaled $87,300.$94,438, and remaining base payments until lease maturity totaled $295,949. There were no amounts outstanding for this lease as of December 31, 2019.2022. In addition to base rent, the Bank is responsible to pay as "additional rent" certain defined real estate taxes as “additional rent”, as well as certain operating expenses, and other costs, charges, and expenses associated with the premises. The "Landlord"“Landlord” under the Somesville Lease is A.C. Fernald Sons Inc., a Maine corporation. Mr. Robert B. Fernald of Mount Desert, Maine, is a shareholder, director, and officer of A. C. Fernald Sons Inc. and is the father of our director Lauri E. Fernald. Ms. Fernald does not own any stock or hold any corporate office or other position with A.C. Fernald Sons Inc. and has no direct or indirect interest in the Somesville Lease other than her familial relationship with Mr. Robert B. Fernald."Indebtedness“Indebtedness of Management"Management” described below, none of our director-nominees or NEOs nor any of its subsidiaries engaged during 20192022 in any transaction with our Company or any of our subsidiaries, in which the amount involved exceeded $120,000."insiders"“insiders”), commercial and consumer loans in the ordinary course of its business. to insiders are regulated by federal and state regulators under Regulation O. Regulation O covers various practices and reporting requirements for loans to insiders. In addition, the Sarbanes-Oxley Act of 2002 permits banks and bank holding companies to extend credit to directors and officers provided that such extensions of credit are:2019,2022, the outstanding loans by BHBT to director nominees and NEOs amounted to an aggregate of approximately $8,207,619 with a maximum availability limit of $9,736,581.$5,034,575 and we had $1,680,226 in unfunded loan commitments to these persons. All loans are offered under the same terms and conditions available for comparable loans to persons not related to BHBT, including, interest rates, repayment terms, and the required collateral. The terms and conditions of all loans, including those to insiders, and the process by which such loans are approved, isare fully documented in BHBT'sBHBT’s written loan policy (the "Loan Policy"(“Loan Policy”). The Loan Policy is approved annually by the Board and administered by the management of BHBT. Loans to insiders may not contain a higher level of risk, nor be offered with terms and conditions more favorable, than loans to non-insiders with equivalent financial profiles (except for the favorable pricing programs previously described). We believe all extensions of credit to our insiders and executive officers satisfy the foregoing conditions. No extensions of credit to our insiders have involved more than normal risk of collectability or present other unfavorable features."Corporate Governance"“Corporate Governance” beginning on page 3.6.Compensation of Directors Page 262020 PROXY STATEMENTCOMPENSATION OF DIRECTORSCompensation Discussion & AnalysisCompensation of DirectorscompanyCompany and our subsidiaries, BHBT BHTS and CTC,BHWM consisted of a combination of fees for meetings attended, quarterly stipends, and an equity award. MembersThe CEO does not receive compensation for service as a director.Board receive $600 when joint meetings are held withpeer companies, which include the same peer companies used for our company and BHBT. The fee paid for attendance at our Annual Meeting of Shareholders is also $600 per member. Audit Committee members receive $600 for each Audit Committee meeting attended.executive benchmarking study. The Board Chairman is compensated at one-half of the meeting fee for his attendance at committee meetings where he is notbelieves that providing a member of the committee.In addition, the Board Chairman receives a quarterly stipend of $9,250 and the Chairman of the Audit Committee receives $7,250. The Chairs of Governance, Compensation, and Human Resources and Board Risk Committees, and the Chairman who oversees both BHTS and CTC meetings receive a quarterly stipend of $6,000. All other directors receive a quarterly stipend of $5,000. The following table summarizes the components of director compensation. ANNUAL STIPEND 2019
STOCK GRANT MEETING FEES $ 37,000 Shares up to a market value of $25,000 $600 for Board, $500 for Executive, Compensation and Human Resources, Governance and Board Risk, $300 for Audit, $150 each for BHTS and CTC 29,000 Shares up to a market value of $25,000 24,000 Shares up to a market value of $25,000 24,000 Shares up to a market value of $25,000 24,000 Shares up to a market value of $25,000 24,000 Shares up to a market value of $25,000 20,000 Shares up to a market value of $25,000 $600 $500 We review a comparative summarysignificant portion of director compensation annually prepared by Pearl Meyer. Pearl Meyer recommendedin equity will reinforce the Board consider including equity compensation as part of its compensation mix on an ongoing basis. alignment with shareholder interests.February 2020,FY 2022 annual retainers remained unchanged from 2021. In November 2022, each independent director was awarded 1,07520152019 Equity Plan. This grant was madein lieuPlan (“2019 Equity Plan”), valued at $40,000 per director on the date of an increase in the cash portion of their fees and as part of an overall market adjustment in director compensation.grant. These restricted share certificates are fully vested, but may not be sold, transferred or gifted by any director until three (3) months after such director leaves the service of the Board. COMPENSATION 2021 AMOUNTS 2022 AMOUNTS Board Retainer $ 32,000 $ 32,000 Chair of the Board Retainer 22,500 22,500 Audit Chair Retainer 10,000 10,000 All Other Committee Chair Retainer 7,500 7,500 Chair of BHWM 7,500 7,500 Annual Fully Vested Restricted Stock Grant 32,500 40,000 Per Meeting Fee — —
TABLE OF CONTENTS2020 PROXY STATEMENTPage 272019BHTS and CTC,BHWM, during 2019.2022. Directors receivereceived no additional compensation or perquisites for their service other than that set forth in the table below. FEES EARNED
OR PAID
IN CASH1 RESTRICTED
STOCK
AWARDS2 TOTAL $ 37,000 $ 24,994 $ 61,994 45,300 24,994 70,294 31,500 24,994 56,494 30,200 24,994 55,194 40,500 24,994 65,494 13,902 — 13,902 44,500 24,994 64,494 36,000 24,994 60,994 48,000 24,994 72,994 39,000 24,994 63,994 44,300 24,994 69,294 62,300 24,994 87,294 $ 458,600 $ 274,934 $ 728,534 NAME
OR PAID
IN CASH1
STOCK
AWARDS2 TOTAL Daina H. Belair $ 32,928 $ 39,994 $ 72,921 Matthew L. Caras 39,500 39,994 79,494 David M. Colter 38,237 39,994 78,231 Steven H. Dimick 32,000 39,994 71,994 Martha T. Dudman 34,843 39,994 74,837 Lauri E. Fernald 34,843 39,994 74,837 Debra B. Miller 19,956 39,994 59,950 Brendan J. O’Halloran 36,677 39,994 76,671 Kenneth E. Smith3 39,500 39,994 79,494 Stephen R. Theroux 12,128 — 12,128 Scott C. Toothaker 35,790 39,994 75,784 David B. Woodside 54,500 39,994 94,494 Totals $ 410,901 $ 439,934 $ 850,835 1 and meeting fees earned in 2019.2022. 2 1,0751,313 restricted shares earned in 20192022 and granted in February 2020November 15, 2022 to each independent director as part of their compensation calculated at the closing price on the day of the grant. 3 Mr. Ensign retired in May 2019.4companyCompany for the payment of these deferred fees at a future date. Compensation Discussion and Analysis Page 282020 PROXY STATEMENTCOMPENSATION OF EXECUTIVE OFFICERSCompensation of Executive OfficersCompensation Discussion and Analysisdiscussesprovides an overview and analysis of our compensation program and policies, as they relate to our named executive officers, or NEOs, listed below, the material compensation decisions made under those programs and policies, and the material factors considered in making those decisions. Later in this proxy statement under the heading "Executive“Executive Compensation Tables"Tables” is a series of tables containing specific information about the compensation earned or paid to the NEOs.2019,2022, our NEOs were:Richard B. Maltz, Executive Vice President, Chief Operating and Chief Risk Officer•20192022 Compensation Decisions2019,2022, which are further described below in this Compensation Discussion and Analysis:averaging 3.4%94% - 30.4%150% of NEO base salariestarget based on corporate and individual achievements2017-20192019-2021 Long-Term Incentive Plan performance periodthe way results are achieved—how we achieve goals—for our company,Company, the line of business, and the individual. These considerations reinforce and promote responsible growth and maintain alignment with our risk framework. Our executive compensation program provides a mixofincluding salary, incentives, and benefits paid over time to align executive officerprovides a balanced and shareholder interests.otherour peer companies and banksin a way that proportionally rewards higherand allows us to vary pay to reflect performance levelsprovide upside opportunities for exceptional individual performance, which can result in differentiated compensation among NEOs based on performance•alignaligns the NEOs'NEOs’ interests with those of our shareholders by making stock-based incentives an important element of the executive'sexecutive’s compensation 2019 2020 2021 2022 96.4% 93.8% 96.0% 96.3% all our compensation and benefit plans and administers our executive compensation programs. This Compensation and Human Resources Committee recommends these programs to the Board for approval through its independent board members at least annually and more frequently, if circumstances warrant. These programs are intended to provide a variety of competitive compensation components including base salaries, annual cash incentives, severance arrangements, retirement programs, traditional benefits and limited perquisites. In addition, we have sought to align the long-term interests of our executives, including the NEOs, with those of our shareholders by providing share-based incentives in the form of equity awards. The composition of the components may vary from year-to-year that our compensation policies and procedures are designed to provide a strong link between each NEO'sNEO’s compensation and our short- and long-term performance. The objective of our compensation program is to provide compensation whichthat is competitive, variable based on our performance, and aligned with the long-term interests of shareholders.Executive Compensation GovernanceOur executive compensation program includes the following practices and policies which we believe promote sound compensation governance and are in the best interests of our shareholders. 2020 PROXY STATEMENTPage 29COMPENSATION OF EXECUTIVE OFFICERSWhat We Do:•Design programs that place a substantial portion of compensation at-risk•Align compensation programs with our annual business objectives and long-term strategies•Use multiple performance measures and caps on potential incentive payments•Grant 50% of annual equity awards based on the total dollar value under accounting rules to NEOs with performance-based conditions•Vest equity awards over a multi-year period•Include clawback provisions in our annual and long-term incentive plans for executive officers•Engage with and consider shareholder input in designing our executive pay programs•Conduct an annual risk assessment of annual incentive programsWhat We Don't Do:•Allow hedging of our securities•Provide excessive perquisites or supplemental executives retirement plans•Provide for multi-year guaranteed salary increases or non-performance-based cash incentive awards for executive officers•Include "golden parachute" excise tax gross ups in severance arrangementsShareholder "Say on Pay" Advisory VotesShareholders are entitled to annually vote on an advisory, non-binding resolution on our compensation policies and procedures as they relate to our NEOs. Past shareholder votes have been overwhelmingly in favor of our programs and practices.The approval percentages of the "Say on Pay" voting results for the last five years were as follows:2015 2016 2017 2018 2019 95.2% 97.6% 97.0% 95.6% 96.4% hasalso considers the relative scarcity of senior banking executive candidates in its immediate market area with the skills and will continueexperience necessary to considerachieve future strategic goals, as well as the outcomechallenge of future advisory, non-binding "Say on Pay" votes when reviewing and planning future executive compensation arrangements.The Role of Compensation Consultantshas utilized, and expects to utilize in the future, various outside consultants, actuaries and attorneys to assist in developing and implementing the essential components of our compensation program, including its equity program and incentive compensation arrangements.The Compensation and Human Resources Committee, under the authority granted by its charter, engages Pearl Meyer to assist in reviewing our executive officer and director compensation packages. Their 2019 engagement included:•providing current market-based total compensation guidelines to assist indoes not use any formal, fixed or indexed criteria for establishing appropriate and ongoing base compensation and incentive compensation levels for our NEOs•providing guidance and market comparisons for the long-term incentive program using equity grants to NEOs under our approved equity plan•providing a comprehensive reviewany of our compensation program for our directorsThe Compensation and Human Resources Committee has assessed the relationships among Pearl Meyer, our company, the Committee, and its executive officers for independence andconflicts of interest. In this assessment, the Committee reviewed the criteria set forth in the SEC Reg. 240.10C-1(b)(4) (i)-(vi) and such other criteria as it deemed appropriateThe Compensation and Human Resources Committee did not identify any conflicts of interest with the engagement of Pearl Meyer. Additionally, Pearl Meyer provided documented assurances that their relationship meets the independence standards and no conflicts of interest were identified.thisthe Compensation and Human Resources Committee., Mr. Simard, as our CEO, attends portions of the Committee'sCompensation and Human Resources Committee’s meetings and makes recommendations on base salary, annual incentives and equity compensation for only the executive officers who report to the CEO. The Compensation and Human Resources CommitteeCEO'sCEO’s recommendations.histhe CEO’s own compensation.Board'sBoard’s independent members compensation programs for approval. The Compensation and Human Resources Committee also Page 302020 PROXY STATEMENTCOMPENSATION OF EXECUTIVE OFFICERSPearl Meyer.our compensation consultants. Primary data sources used in the benchmarking for the NEOs represent information publicly disclosed by a peer group of publicly traded banks and published surveys. The Compensation and Human Resources Committee reviews comparative compensation and benefitbenefits information contained in the public filings of this peer group, which has been established for compensation comparison (the Compensation“Compensation Peer Group)Group”) using objective selection criteria. The Compensation Peer Group is reviewed annually by the Compensation and Human Resources Committee.primarily in the banking industry that are comparableusthe Company based on market capitalization,assets and geographic areaarea. To set 2022 pay opportunities, the Compensation and number of employees. The 2019Human Resources Committee approved a Compensation Peer Group, includesincluding financial institutions that fall within a range of $1.7$1.8 billion to $8.7 billion in assets and positioned Bar Harbor close to $8.3 billion in assets.the median. All peer banks are in the Northeast region andplus the State of New York but excluding New York City. The Committee believes this group provides an appropriate selection of publicly traded financial institutions representing the geographical area most probable to be considered for recruitment purposes. Further, the Committee believes the Compensation Peer Group information discloses compensation programs of similarly situated executives in comparable institutions, and the analysis is a useful comparative tool for the Committee in establishing executive compensation programs and individual criteria for our executives.Ticker Arrow Financial Corporation AROW BWFG Cambridge Bancorp CATC Camden National Corporation CAC Chemung Financial Corporation CHMG Citizens & Northern Corporation CZNC CNB Financial Corporation CCNE Enterprise Bancorp, Inc. EBTC Evans Bancorp, Inc. EVBN Financial Institutions, Inc. FISI Greene County Bancorp, Inc. GCBC Norwood Financial Corp NWFL Peoples Financial Services Corp. PFIS The First Bancorp, Inc. FNLC Tompkins Financial Corporation TMP TrustCo Bank Corp NY TRST Washington Trust Bancorp, Inc. WASH Western New England Bancorp, Inc. WNEB
Page 352020 PROXY STATEMENTPage 31OF EXECUTIVE OFFICERSDISCUSSION & ANALYSISinof our compensation program and practices. The committeeCompensation and Human Resources Committee does not target the elements of our compensation program at any specific level or percentile within the Compensation Peer Group. Rather than rely on a specific formula-based model, the committeeCompensation and Human Resources Committee believes that retaining discretion to assess the overall performance of NEOs gives the committeeCompensation and Human Resources Committee the ability to more accurately reflect individual contributions that cannot be absolutely quantified.Compensation and Human Resources Committee ReportThe Compensation and Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of the Securities and Exchange Commission Regulation S-K with management.The Compensation and Human Resources Committee believes our financial results and total shareholder return (disclosed in our Form 10-K for the year ended December 31, 2019) compare favorably with our Compensation Peer Group indicating a solid pay-for-performance alignment. The Committee further believes the compensation established for our CEO and other NEOs provide an appropriate balance between market compensation and shareholder return. The Committee referenced market data including peer group and survey information along with guidance provided by Pearl Meyer in its process to establish and validate the appropriateness of our executive compensation compared to market and performance.Based upon this review and discussion, the Compensation and Human Resources Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.Compensation and Human Resources Committee MembersKenneth E. Smith, Chair David M. ColterMatthew L. CarasMartha T. DudmanLauri E. FernaldDavid B. Woodside The following table provides information concerning the compensation paid for 2019 to our Named Executive Officers who consist of our Chief Executive Officer and President and our other four most highly compensated executive officers during 2019. BHB 2019
BASE
SALARY1 BHB 2019
TOTAL CASH
COMPENSATION2 $ 635,000 $ 888,388 405,000 526,780 405,000 526,780 300,000 378,931 300,000 378,931 1Approved base salary figures as of year-end 2019 have been used for comparison purposes in this table.2Approved base salary figures at the end of 2019 plus the cash amount paid to each NEO under the 2019 Annual Cash Incentive Program.The Compensation and Human Resources Committee also considers the relative scarcity of senior banking executive candidates in its immediate market area with skills and experience necessary to achieve future strategic goals, as well as the challenge in a very competitive market to recruit out-of-market candidates to work in rural Maine. The Committee does not use any formal, fixed or indexed criteria for establishing compensation levels for any of our NEOs within market identified ranges. The Committee believes the growth in total compensation provided to our executive officers should be weighted towards variable compensation including cash and equity incentives which tie directly to corporate performance with less emphasis upon growth in base salaries.long-termlong term incentives in the form of equity grants; and (4) Executive Benefits including retirement benefits including our 401(k) plan, severance arrangements and perquisites (membership dues and auto allowances). Page 322020 PROXY STATEMENTCOMPENSATION OF EXECUTIVE OFFICERSPERFORMANCE YEAR 20192022 COMPENSATION COMPONENTS1 HOW IT PAYS Base Salary Salary/wages are paid on a standard, company-wideCompany-wide schedule of 26 pay periods throughout the year Awarded annually, subject to Board-approved formulas for company-wide,Company-wide, and group-specific performance measures, and individual performance measures. Equity Incentives Equity Incentives Comprised of three-year performance-performance based Restricted Stock Units- and time-based Restricted Stock Units, or Restricted Stock AwardsAwards. All subject to holding requirements in accordance with immediate vesting on grant date, all with three-year restriction periods after vestingour stock ownership guidelines. Executive Benefits 1Executive benefits include reimbursement of membership fees to fitness, country club, or similar organizations, an automobile allowance, 401(k) matching contributions under our 401(k) plan and the value of employer provided life insurance that exceeds the IRS limit. Benefits and perquisites are described later in the proxy statement are excluded.20192022 targeted pay mix for each NEO.
![[MISSING IMAGE: pc_targetneo-pn.jpg]](/files/DEF 14A/0001104659-23-040163/pc_targetneo-pn.jpg)
TABLE OF CONTENTS2020 PROXY STATEMENTPage 33specific contributions of the individual executive officer'sofficer’s leadership skills, contributions to our strategic initiatives, the officer's opportunity for professional growth, as well as marketperformance, and our most current business plan.Uponperformance.the advice andconsideration of market salary data supplied by Pearl Meyer, in 2019the Compensation and Human Resources Committee’s independent consultant, Meridian, the Compensation and Human Resources Committee made performance and market adjustments resulting inapproved the approvedfollowing base salaries for 20202022 and 2023 as set forth below: 2019
BASE SALARY 2020
BASE SALARY $ 635,000 $ 655,000 405,000 420,000 405,000 420,000 �� 300,000 310,000 300,000 310,000 NAME 2022
BASE SALARY 2023
BASE SALARY Curtis C. Simard $ 694,900 $ 716,000 Josephine Iannelli 445,600 459,000 Marion Colombo 328,900 339,000 John M. Mercier 328,900 339,000 Jason Edgar 318,300 328,000 2019,2022, the NEOs participated in the Annual Cash Incentive Program, which was designed to provide meaningful incentivesrewards tied to our annual metrics to optimize profitability, growth, and excellence in individual performance, and to promote teamwork among its participants. Consistent with best practices, the Board and its compensation consultant, continue toMeridian, regularly review and increase the precentagepercentage of at risk pay (i.e. target opportunity) for each executive annually.to ensure alignment with market and best practices. This program was approved by the Board for 2019.2022.managementexecutive team has predefined performance goals to determinefor their annual short-term incentive awards. Bar Harbor BanksharesThe common team goals for 20192022 were Adjusted Net Income, a credit asset quality measure of Non-Performing(Non-Performing Loans as a Percentage of Total Loans,Loans), a well-managed Efficiency Ratio, and the successful completion of strategic initiatives. The specific allocations of goals were weighted to reflect the focus and contribution of each position.20192022 target compensation for the annual cash incentive in dollars: NAME BASE SALARY Target
(AS A
PERCENTAGE OF
BASE SALARY) TARGET Curtis C. Simard $ 694,900 50.00% $ 347,450 Josephine Iannelli 445,600 35.00 155,960 Marion Colombo 328,900 30.00 98,670 John M. Mercier 328,900 30.00 98,670 Jason Edgar 318,300 30.00 95,490 BASE SALARY Target
(AS A
PERCENTAGE OF
BASE SALARY) TARGET $ 635,000 42.00 % $ 266,700 405,000 32.00 % 129,600 405,000 32.00 % 129,600 300,000 28.00 % 84,000 300,000 28.00 % 84,000
TABLE OF CONTENTSPage 342020 PROXY STATEMENT20192022 annual cash incentive plan:PERFORMANCE GOALS THRESHOLD TARGET STRETCH $ 29,408 $ 31,621 $ 43,783 1.08 % 0.81 % 0.68 % 65.00 % 63.00 % 61.74 % 93.00 % 100.00 % 110.00 % PERFORMANCE GOALS INCENTIVE MEASURES THRESHOLD TARGET STRETCH ACTUAL WEIGHTS Adjusted Net Income ($thousands)1 $ 31,629 $ 34,010 $ 37,411 $ 44,080 40.00% NPL/Tloans2 0.53% 0.40% 0.33% 0.23% 10.00 Efficiency Ratio3 66.74% 65.43% 64.12% 64.00% 10.00 Strategic Initiatives4 90.00% 100.00% 110.00% 110.00% 40.00 1 (NPL's)(NPLs) include all loans on non-accrual status as of December 31, 20192022 as measured against total loans 2 Non-GAAPnon-GAAP measure computed by using adjusted non-interest expense net of franchise taxes and intangible amortization divided by adjusted revenue tax effected for tax advantaged assets using marginal tax rate. See 10-K Reconciliation of Non.GAAPNon-GAAP measures for further details.details in the 10-K. 3 restructuring initiatives.long-term strategic development that positions for long-term performance consistency. Below is a summary ofannual incentive awards paid for 2019 performance:table below: NAMED EXECUTIVE OFFICER ACTUAL TARGET % OF
TARGET Curtis C. Simard $ 521,175 $ 347,450 150% Josephine Iannelli 233,940 155,960 150% Marion Colombo 148,005 98,670 150% John M. Mercier 148,005 98,670 150% Jason Edgar 143,235 95,490 150% ACTUAL TARGET % OF TARGET $ 253,388 $ 266,700 94% 121,780 129,600 94% 121,780 129,600 94% 78,931 84,000 94% 78,931 84,000 94% "Grants“Grants of Plan-Based Awards"Awards” table under the heading "Executive“Executive Compensation Tables"Tables” found elsewhere inon page 42 of this proxy statement. 2020 PROXY STATEMENTPage 35COMPENSATION OF EXECUTIVE OFFICERSPearl Meyer assisted The 2022 long-term incentive awards were granted under the Compensation and Human Resources Committee with2019 Equity Plan, which was approved by our shareholders at the initial plan design and periodically evaluates appropriate reward levels. The program is designed to be made up2019 Annual Meeting of three-year rolling plans. Grants may be given in time-vested restricted stock, performance-vested restricted stock units, or a combination of both. Shareholders.programLTI is to align executives'executives’ interests with shareholder interests, increase executive stock ownership, and ensure sound risk management by providing a balanced view of performance and reward over a longer time horizon. The programLTI also positions our total compensation offeringsopportunities to be competitive with the market to attract and retain strong talent, which is needed to drive our success.Our Board has approved Long-Term Incentive Programs for seniorThe Compensation and Human Resources Committee periodically evaluates the LTI to ensure the target opportunities are market competitive and the goals and metrics are appropriate. In late 2021, the Compensation and Human Resources Committee and management members as part of their total compensation. This compensation component is used to align the interests of our participating officers and managers, particularly executiveofficers, with those of shareholders overconducted a long-term horizon, and to support our leadership retention objectives. As further described below grants are made under the 2019 Equity Plan ("the 2019 Plan") which was approved by shareholders at the 2019 Annual Meeting of Shareholders.The following table shows the performance goals for the long-term incentive awards granted in 2019 at Threshold, Target and Stretch for rolecomprehensive review of the participants withinprogram (with the 2019-2021 Plan: Time Vested Performance % of
Salary Amount $ Threshold
% of
Salary Threshold $ Target
% of
Salary Target $ Stretch
% of
Salary Stretch $ 20.00 % $ 127,000 10.00 % $ 63,500 20.00 % $ 127,000 30.00 % $ 190,500 15.00 % 60,750 8.00 % 32,400 15.00 % 60,750 22.00 % 89,100 15.00 % 60,750 8.00 % 32,400 15.00 % 60,750 22.00 % 89,100 12.50 % 37,500 6.25 % 18,750 12.50 % 37,500 18.75 % 56,250 12.50 % 37,500 6.25 % 18,750 12.50 % 37,500 18.75 % 56,250 Information pertaining to outstanding equity awards are disclosedincentive metric in the "Outstanding Equity Awardsbanking industry and aligns with shareholder value. The Compensation and Human Resources Committee also sought to provide flexibility to adjust the award size at Fiscal Year-end" table foundgrant (i.e. vary the target award) to reflect a broader view of performance, business environment, affordability, individual performance, and other factors that might cause the Compensation and Human Resources Committee to increase or decrease the grant value. Other key design features, like the focus on page 40 in this proxy statement.The 2019 Plan provides our NEOs withperformance-vested shares and target opportunities, were retained.opportunity to earn equity-based awards. Under the 2019 program, grants may be delivered inLTI was comprised of performance-vested restricted stock units and time-vested restricted stock or a combinationboth. The purpose ofhis LTI is granted as performance shares and 38.5% as time-vested awards.program is to align executives' interests with shareholder interests, increase executive stock ownership,other NEOs, shares are allocated 50% performance shares and ensure sound risk management by providing a balanced view50% time-vested shares.and reward over a longer time horizon. The program also positions our total compensation offerings to be competitive with the market to attract and retain strong talent which is needed to drive our success.are based on role. Equity awards are calculatedwere set by the Compensation and Human Resources Committee considering the competitive market, role, and internal equity. Each executive has a target defined as a percentage of base salary as follows; Participants Total LTI
Target
(% of Salary) CEO/President 65% EVP/CFO 40% All other members of the senior executive team 35% determineprovide recognition of executives’ achievements toward strategic goals, including balance sheet restructuring, and significant net interest margin positioning. The Compensation and Human Resources Committee believed these achievements will help improve the number of shares available for awards. Company’s long-term performance and shareholder value"Grants“Grants of Plan Based Awards (columns g-k)Awards” on page 3945 to reference the actual shares that may be earned under the 2019-2021 plan year2022-2024 Plan for each NEO. 2022 Long-Term Incentive Awards Time Vested Performance-Vested Name % of
Salary Amount
$ Target
% of
Salary Target
$ Award
Opportunity Curtis C. Simard 30.03% $ 208,678 47.97% $ 333,344 78.00% Josephine Iannelli 24.00 106,944 24.00 106,944 48.00 Marion Colombo 21.00 69,069 21.00 69,069 42.00 John M. Mercier 21.00 69,069 21.00 69,069 42.00 Jason Edgar 21.00 66,843 21.00 66,843 42.00 each NEO.Long-Term Incentive Programs consist of both performance-basedCustomtime-vested stock units converted torestricted shares. Fifty percent of the grants to each participant time-vestincludes exchange-traded banks and thrifts with a third of the shares vesting in each of the years covered. Grants are contingent upon continued employment with a pro-rated portion vestingassets between $1.9 billion and $10 billion and headquartered in the eventNortheast and Mid-Atlantic, excluding New York City. If any banks on the Custom Industry Index are de-registered or acquired as of a participant retirement, death, or disability. The time-vested shares also have a post-vesting holding period of three years. At the time of vesting, sufficient shares may be withheld to cover the executive's tax liabilities.The remaining 50% of the shares are performance-vested shares to be awarded at the end of the three-year measurementperformance period, they will be removed for the entire performance period and upon attainment of the performance goals. Relative Return on Assets ("ROA") measured against the SNL $1.5 billion to $6 billion Bank Index peer group will determine the performance award for 2019-2021 Plan.not be replaced. The average of the twelve12 quarters within the plan measurement yearperformance period is calculated for Bar Harbor and measured against peer results for the same period. A result below the 45th percentilecomponent companies of the peer group would fall below Threshold and no payment would be due or paid. Target isIndex. Then, the percent rank are calculated at the 50th percentile when measured against the peer group, and the plan Stretch is capped at the 75th percentile. In addition to relative ROA, there is a Total Shareholder Return ("TSR") modifier to further align shareholder interest. If our TSR calculation for the same performance measurement period is negative, a payout cannot exceed Threshold regardless ofmeasure the relative ROA performance results. Metrics Threshold Target Stretch 3-year average Core ROA—relative to Custom Industry Index 3-year average Core ROE—relative to Custom Industry Index Payout 50% 100% 150% Page 362020 PROXY STATEMENTCOMPENSATION OF EXECUTIVE OFFICERSand service(18 years old) requirements which includes employer matching contributions of up to 5%. We match 100% on the first 3% deferred by employees and 50% on the next 2% deferred by employees.NEOsMr. Simard and Ms. Iannelli which provide severance benefits in the event of a termination by the employer without cause and/or by the employee with good reason, as well as change in control with subsequent termination (or constructive termination).for NEOs Maltz,with Ms. Colombo and Mercier.Messrs. Mercier and Edgar. These agreements provide for,reimbursementreimbursements for a period of 24 to 3612 months in the event of both a change in control and subsequent termination (or constructive termination) within set timeframesone year after a change in control, unless such termination was for cause. These specific payments and timeframes were established underselected based on the advice of a compensation consultant and employment attorney as representative of similar type agreements in the industry, and which we believe are necessary to attract and retain senior executives.long term incentive plan programLTI documents address the treatment of equity awards upon a termination of employment or change in control. Under these provisions, the awards vest on a prorated basis in case of termination of employment due to death, disability, or retirement (defined as attainment of age 65 or attainment of age 60 with at least 10 years of service), based on actual performance for performance basedperformance-based awards. The award agreements and program documents also provide for full vesting of outstanding equity awards upon the occurrence of a change in control (i.e., without requirement of a subsequent termination of employment)employment if awards are not assumed, converted or replaced), based on target performance in case of performance-based awards. If awards are assumed, converted or replaced and separation from service occurred within one-year from change in control, time-vesting awards will be fully vested and performance vesting awards will be fully vested based awards.our current and future NEOs. guidance requiring each current and former executive officer to forfeit anythe federal securities laws. None of our directors or executivessuch erroneously awarded incentive-based compensation in 2019."clawback."proposedmade under the 2019 Equity Plan will be subject to clawback, cancellation, recoupment, rescission, payback, reduction, or similar action in accordance with the terms of any clawback or similar policy or any applicable law related to such actions, as may be in effect from time-to-time.While all our executive officers hold equity interests in our company and may be granted shares in the future under our equity programs,do not have specific guidelines regardingadded stock ownership guidelines for our NEOs at this time. Our Board has implementedNEOs. Stock ownership guidelines require both ownership requirements as well as retention requirements. The CEO must own three times his or her annual base salary and other NEO’s must own one times their annual base salary. All equity granted (net of taxes withheld and/or transactions costs) must be held until the ownership requirement is met.three-year retentionpost-vesting holding requirement for shares acquired under equity awards issued under our Long-Term Incentive Program for NEOs for retention purposes. We encourage NEOof three years. The post-vesting holding requirement was eliminated in 2022 with the implementation of new stock ownership and review overall ownership levels on a periodic basis.Policy on Code Section 162(m)"covered employees"“covered employees” as defined in the rule. Under the tax laws in effect before 2018, compensation that qualified as "performance-based compensation"“performance-based compensation” under Section 162(m) of the Code was deductible without regard to this limitation. Effective for tax years beginning after December 31, 2017, the Tax Cuts and Job Acts of 2017 generally eliminated the performance-based exemption, subject to a special rule that grandfathers certain awards and agreements that were in effect on November 2, 2017. While considering tax deductibility as only one of several considerations in determining compensation, the Compensation and Human Resources Committee believes the tax deduction limitation should not compromise its ability to structure compensation programs that provide benefits to us that outweigh the potential benefit of a tax deduction, and therefore, may approve compensation that is not deductible for tax purposes.
Matthew L. Caras2020 PROXY STATEMENTPage 37 David M. Colter
Kenneth E. Smith
David B. Woodside COMPENSATION OF EXECUTIVE OFFICERS2019, 20182022, 2021 and 20172020 received by the NEOs. YEAR BASE
SALARY
RECEIVED1 SIGN ON
BONUS STOCK
AWARDS2 NON-EQUITY
INCENTIVE PLAN
COMPENSATION ALL
OTHER COMPENSATION3 TOTAL ($) 2019 $ 635,000 $ — $ 417,498 $ 253,388 $ 30,287 $ 1,336,173 2018 605,000 — 302,481 303,500 30,235 1,241,216 2017 525,000 — 350,369 299,250 28,415 1,203,034 2019 405,000 — 226,856 121,780 24,585 778,221 2018 390,000 — 144,261 160,000 28,204 722,465 2017 350,000 — 179,978 147,000 41,469 718,447 2019 405,000 — 226,856 121,780 26,744 780,380 2018 390,000 — 144,261 160,000 23,838 718,099 2017 350,000 — 204,984 147,000 23,638 725,622 2019 300,000 — 143,738 78,931 32,663 555,332 2018 245,385 4 30,000 5 160,296 6 115,000 28,631 579,312 2019 300,000 — 123,743 78,931 33,354 536,028 2018 290,000 — 90,585 100,000 29,269 509,854 NAME AND PRINCIPAL POSITION YEAR
SALARY
RECEIVED1
BONUS4
AWARDS2 NON-EQUITY
INCENTIVE PLAN
COMPENSATION
OTHER
COMPENSATION3 TOTAL
($)
President & CEO 2022 $ 694,900 $ — $ 541,994 $ 521,175 $ 51,563 $ 1,809,632 2021 674,700 — 438,555 506,025 42,251 1,661,531 2020 655,000 — 425,764 433,738 62,965 1,577,467
EVP, CFO and Treasurer 2022 445,600 — 213,846 233,940 28,948 922,334 2021 432,600 — 173,040 227,115 14,224 846,979 2020 420,000 — 168,019 216,317 12,660 816,996
EVP, Director of Retail Delivery 2022 328,900 — 138,120 148,005 26,461 641,486 2021 319,300 — 111,755 143,685 25,334 600,074 2020 310,000 — 108,503 136,854 25,204 580,561
EVP, Chief Lending Officer 2022 328,900 — 138,120 148,005 31,034 646,059 2021 319,300 — 111,755 143,685 31,149 605,889 2020 310,000 — 108,503 136,854 34,820 590,177
President, Wealth 2022 318,300 — 133,675 143,235 22,451 617,661 2021 309,000 — 108,150 139,050 24,440 580,640 2020 300,000 — 104,993 132,439 25,119 562,551 1 2 Amountsgrants issuedperformance awards granted to the NEOs under the Long-Term Incentive Plans computed in accordance with FASB ASC Topic 718.Plans. See Note 14 Stock Based Compensation Plans to our financial statements included in our Annual Report Form 10-K filed for the year ending December 31, 2019. For performance-based2022 for the assumptions made, if any, when calculating the amounts in this column. In accordance with SEC rules, the aggregate grant date fair value of the awards amountsreported in this column are computed in accordance with FASB ASC Topic 718 and take into account the probable outcome of the applicable performance conditions at target level. The amounts shown in the table do not necessarily represent the actual value that may be realized by the NEO. The values of the performance awards at the probable level2022 grant date awarded for the 2022-2024 performance period, assuming that the highest levels of Stretch performance.performance conditions are achieved, are: Mr. Simard, $708,694; Mrs. Iannelli, $267,360; Mr. Colombo, $172,673; Mr. Mercier, $172,673; and Mr. Edgar, $167,108. 3 Annual CompensationCompensation” includes match and contribution amounts into our 401(k) plan in the same formula and schedule as available to all other employees and such other items as imputed life insurance amounts on group term insurance in excess of the allowable $50,000, non-taxable IRS limit. Please see the table following these footnotes for further detail.4 Base salary for Ms. Colombo represents pro-rated amounts of her approved annualized base salary representing the time worked during the identified year.5Ms. Colombo received a sign on bonus of $30,000 upon joining in February 2018.6Ms. Colombo was granted a pro rata share of long-term performance stock awards for 2016-2018, 2017-2019, and 2018-2020 upon joining in February 2018.
TABLE OF CONTENTSPage 382020 PROXY STATEMENTCOMPENSATION OF EXECUTIVE OFFICERS"All“All Other Compensation"Compensation” contained in the Summary Compensation Table for 2019. EMPLOYER
401(K)
CONTRIBUTION
MATCH MEMBERSHIP
DUES HOUSING
ALLOWANCE AUTOMOBILE
ALLOWANCE IMPUTED LIFE
INSURANCE TOTAL $ 11,200 $ 2,835 $ — $ 15,000 $ 1,252 $ 30,287 11,200 2,125 — 10,000 1,260 24,585 11,200 — — 10,000 5,544 26,744 11,200 — — 20,000 1,463 32,663 11,200 7,480 — 12,000 2,674 33,354 NAME EMPLOYER
401(K)
CONTRIBUTION
MATCH MEMBERSHIP
DUES HOUSING
ALLOWANCE TAXABLE
TRAVEL IMPUTED LIFE
INSURANCE TOTAL Curtis C. Simard $ 12,200 $ 35,437 $ — $ 1,994 $ 1,932 $ 51,563 Josephine Iannelli 12,200 13,638 — 1,178 1,932 28,948 Marion Colombo 12,200 11,092 — 32 3,137 26,461 John M. Mercier 12,200 14,378 — 1,618 2,838 31,034 Jason P. Edgar 12,200 — — 9,195 1,057 22,451 1 2019-2021 long-term plan-based awards granted to the NEOs during the last fiscal year under the 2019 Annual Incentive2022-2024 Plan. Amounts disclosed are based on 20192022 eligible salaries received by the participants. The time-vested grantsawards granted under the 2019-2021 Long Term Incentive2022-2024 Plan are shown under Target, and the range of the possible performance awards pursuant to the 2019-2021 Long Term Incentive2022-2024 Plan is also disclosed for each participant. Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards1 Estimated future payouts
under equity incentive
plan awards2 All other
stock awards:
Number of Grant date
fair value of
(a) Grant Type
(b) Grant Date
(c) Threshold ($)
(d)Target ($)
(e)Stretch ($)
(f) Threshold (#)
(g)Target (#)
(h)Stretch (#)
(i) stock units3(#)
(j) stock awards4
(#) (k) Short-term $ 114,300 $ 266,700 $ 431,800 Time-vested Jan 2019 5,519 $ 127,000 Performance Jan 2019 2,760 5,519 8,279 190,500 Immediate vest Nov 2019 4,301 99,998 Short-term 64,800 129,600 194,400 Time-vested Jan 2019 2,640 60,750 Performance Jan 2019 1,320 2,640 3,960 91,125 Immediate vest Nov 2019 3,225 74,981 Short-term 64,800 129,600 194,400 Time-vested Jan 2019 2,640 60,750 Performance Jan 2019 1,320 2,640 3,960 91,125 Immediate vest Nov 2019 3,225 74,981 Short-term 42,000 84,000 126,000 Time-vested Jan 2019 1,630 37,500 Performance Jan 2019 815 1,630 2,445 56,250 Immediate vest Nov 2019 2,150 49,988 Short-term 42,000 84,000 126,000 Time-vested Jan 2019 1,630 37,500 Performance Jan 2019 815 1,630 2,445 56,250 Immediate vest Nov 2019 1,290 29,993
Under Non-Equity Incentive
Plan Awards1
under equity incentive
plan awards2
other
stock
awards:
Number
of
stock
units3(#)
(j)
fair value
of
stock
awards4
(#)
(k) Name
(a)
Type
(b)
Date
(c)
($)
(d)
($)
(e)
($)
(f)
(#)
(g)
(#)
(h)
(#)
(i) Curtis C. Simard Short-term $ 173,725 $ 347,450 $ 521,175 Time-vested Jul-22 7,324 $ 208,661 Performance Jul-22 5,850 11,700 17,550 333,333 Josephine Iannelli Short-term 77,980 155,960 233,940 Time-vested Jul-22 3,753 106,923 Performance Jul-22 1,877 3,753 5,630 106,923 Marion Colombo Short-term 49,335 98,670 148,005 Time-vested Jul-22 2,424 69,060 Performance Jul-22 1,212 2,424 3,636 69,060 John M. Mercier Short-term 49,335 98,670 148,005 Time-vested Jul-22 2,424 69,060 Performance Jul-22 1,212 2,424 3,636 69,060 Jason Edgar Short-term 47,745 95,490 143,235 Time-vested Jul-22 2,346 66,838 Performance Jul-22 1,173 2,346 3,519 66,838 1 2019.2022. More information regarding the terms of the Annual Incentive Program can be found in the Compensation Discussion and Analysis. 2 performance shares subject to performance-vested awards granted under the Long-Term Incentive Plan in 2019 based on the relevant performance level. The performance shares were granted2022 under the 2019 Equity Plan. More information regarding the terms of the performance sharesperformance-vested awards can be found in the Compensation Discussion and Analysis. 3 sharesawards granted to NEOs in 2019 under the Long-Term Incentive Plans. The performance shares were granted2022 under the 2019 Equity Plan. More information regarding the terms of the time-vested awards can be found in the Compensation Discussion and Analysis 4 StretchTarget performance level.
Page 422020 PROXY STATEMENTPage 39Year-End-2019
STOCK AWARDS
(a) NUMBER OF SHARES
OR UNITS OF STOCK
THAT HAVE NOT
VESTED1
(b)MARKET VALUE OF
SHARES OR UNITS OF
STOCK THAT HAVE
NOT VESTED1
(c)EQUITY INCENTIVE PLAN
AWARDS; NUMBER OF
UNEARNED SHARES,
UNITS OR OTHER RIGHTS
THAT HAVE NOT VESTED2
(d)EQUITY INCENTIVE PLAN
AWARDS; MARKET OR
PAYOUT VALUE OF
UNEARNED SHARES,
UNITS OR OTHER RIGHTS
THAT HAVE NOT VESTED2
(e) 7,035 $ 178,616 15,001 $ 380,863 3,413 86,650 7,209 183,043 3,723 94,530 7,209 183,043 1,513 38,419 4,365 110,817 1,534 38,944 4,458 113,178 STOCK AWARDS NAME
(a)
OR UNITS OF STOCK
THAT HAVE NOT
VESTED1
(b)
SHARES OR UNITS OF
STOCK THAT HAVE
NOT VESTED1
(c)
AWARDS; NUMBER OF
UNEARNED SHARES,
UNITS OR OTHER RIGHTS
THAT HAVE NOT VESTED2
(d)
AWARDS; MARKET OR
PAYOUT VALUE OF
UNEARNED SHARES,
UNITS OR OTHER RIGHTS
THAT HAVE NOT VESTED2
(e) Curtis C. Simard 7,380 $ 236,470 35,534 $ 1,138,510 Josephine Iannelli 3,783 121,214 11,395 365,094 Marion Colombo 2,443 78,288 7,360 235,799 John M. Mercier 2,443 78,288 7,360 235,799 Jason Edgar 2,365 75,767 7,122 228,202 1 sharesawards payable in 2020, 20212023, 2024 and 2022.2025. The amount in column (c) represents the total value of those shares at December 31, 20192022 at the closing price of $25.39$32.04 per share. 2 the performance shares subject to time-vested awards payable in 2020, 2021,2023, 2024, and 20222025 if paid at Stretch level. The amounts in column (e) represent the total value of those shares at December 31, 20192022 at the closing price of $25.39$32.04 per share. Our standard vesting schedule (3) year is applied. More information regarding the terms of the performance shares can be found in the Compensation and Discussion Analysis. 2019 STOCK AWARDS1 NUMBER OF SHARES ACQUIRED ON VESTING VALUE REALIZED ON VESTING1 8,995 $ 232,899 4,523 117,120 5,381 139,104 1,680 44,100 1,728 45,360 NAME NUMBER OF
SHARES ACQUIRED
ON VESTING
REALIZED ON
VESTING1 Curtis C. Simard 6,510 $ 178,374 Josephine Iannelli 3,275 89,735 Marion Colombo 2,089 57,239 John M. Mercier 2,089 57,239 Jason Edgar 1,996 54,690 1 20192022 to NEOs under the 2015-2017, 2016-20182019-2021, 2020-2022 and 2017-2019 Long Term Incentive Programs and the2021-2023. There were no performance shares issued under the 2015-20172019-2021 plan. “Value Realized of Vesting” is determined by multiplying the number of shares received upon the vesting of the equity by the closing sales price of the Company’s common stock on the vesting date. Depending on the plan period, the shares subject to time-vested sharesand performance-vested awards must be held for a period of one to three years after issue and performance shares are required to be held for a three-year period.vest, or in alignment with our stock ownership guidelines. 2019. Value of Initial $100
Fixed Investment Based
On: Year
(a)
Comp for
Principal
Executive
Officer
(PEO)
(b)1
Actually
Paid to
PEO
(c)2
Summary
Comp for
Other
Named
Executive
Officers
(NEOs)
(d)3
Comp
Actually
Paid to
Other
NEOs
(e)4
Shareholder
Return
(TSR)
(f)5
of Peer
Group
(g)6
(in thousands)
(h)7
Selected
Measure–
Adjusted
Return on
Assets
(i)8 2022 $ 1,809,632 $ 1,889,352 $ 745,898 $ 750,137 $ 142.65 $ 108.65 $ 43,557 1.17% 2021 1,661,531 1,970,250 618,349 720,925 124.33 108.25 39,299 1.10% 2020 1,577,467 1,495,406 704,049 674,936 93.93 82.00 33,244 0.93% Year Reported Summary
Compensation
Table Total for PEO
Equity Awards(a)
Adjustments(b) Compensation
Actually Paid
to PEO 2022 $ 1,809,632 $ (541,994) $ 621,714 $ 1,889,352 2021 1,661,531 (438,555) 747,274 1,970,250 2020 1,577,467 (425,764) 343,703 1,495,406 Year Year End
Fair Value
of
Equity
Awards
Granted
During
the Year Year over
Year Change
in Fair
Value of
Outstanding
and
Unvested
Equity
Awards
Granted
in the
Prior Year Fair Value
at the
End of
the Prior
Year of
Equity
Awards
that
Failed to
Meet
Vesting
Conditions
in the Year Year over
Year
Change
in Fair
Value of
Equity
Awards
Granted in
Prior
Years
that
Vested
in the Year Value of
Dividends or
other
Earnings
Paid on
Stock or
Option
Awards not
Otherwise
Reflected
in Fair Value
or Total
Compensation Total Equity
Award
Adjustments 2022 $ 609,529 $ 92,097 $ (79,837) $ (9,968) $ 9,893 $ 621,714 2021 563,634 140,525 — 43,115 — 747,274 2020 501,690 (84,420) — (73,567) — 343,703 Year Average Reported
Summary
Compensation
Table Total
for Non-PEO NEOs Average
Reported
Value
of Equity
Awards
(a) Average
Equity
Adjustments
(b) Average
Compensation
Actually
Paid to
Non-PEO NEOs 2022 $ 745,898 $ (155,940) $ 160,179 $ 750,137 2021 618,349 (99,138) 201,714 720,925 2020 704,049 (138,261) 109,148 674,936 The amounts deducted or added in calculating the total average equity award adjustments are as follows: Year Average
Year End
Fair Value of
Equity
Awards
Granted
During
the Year Average
Year over
Year Change
in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
the Prior Year Average
Fair Value
at the End
of the
Prior Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions
in the
Year Average
Year over
Year Change
in Fair
Value of
Equity
Awards
Granted in
Prior Years
that Vested
in the
Year Average
Value of
Dividends
or other
Earnings
Paid on
Stock or
Option
Awards not
Otherwise
Reflected
in Fair Value
or Total
Compensation Total
Average
Equity
Award
Adjustments 2022 $ 175,371 $ 11,604 $ (28,446) $ (1,196) $ 2,846 $ 160,179 2021 169,883 19,643 — 12,188 — 201,714 2020 155,730 (12,361) — (34,221) — 109,148 ![[MISSING IMAGE: bc_tsr-pn.jpg]](/files/DEF 14A/0001104659-23-040163/bc_tsr-pn.jpg)
![[MISSING IMAGE: bc_netincome-pn.jpg]](/files/DEF 14A/0001104659-23-040163/bc_netincome-pn.jpg)
![[MISSING IMAGE: bc_nonpeo-pn.jpg]](/files/DEF 14A/0001104659-23-040163/bc_nonpeo-pn.jpg)
"cause"“cause” or by the executive for "good reason" (as“good reason” (as those terms are defined in the employment agreements). The amount of severance depends, in part, on whether the termination of employment occurs prior to a change in control ("(“non-CIC severance"severance”), or in anticipation of, or within 12 months after, a change in control ("(“CIC severance"severance”). In each case, severance payments are conditioned on the executive•2021)2025), payable in a lump sum; (ii) pro-rata annual incentive award for the year of termination;2021)2025) or 18 months (if longer); and (iv) full vesting of all outstanding equity awards, with assumed target performance for performance-based awards. Page 402020 PROXY STATEMENTCOMPENSATION OF EXECUTIVE OFFICERS•two years'three years of base salary, payable in a lump sum; and (ii) a payment equal to 1836 months of our share of premium contributions for group health benefits (including medical, vision and dental benefits).•Simard'sSimard’s base salary and target annual bonus, payable in a lump sum; (ii) pro-rata annual incentive award for the year of termination; (iii) group health benefits (including medical, vision and dental benefits) for 36 months; and (iv) full vesting of all outstanding equity awards, with assumed target performance for performance-based awards.two years'three times the sum of Ms. Iannelli’s base salary and target annual bonus, payable in a lump sum; and (ii) a payment equal to 1836 months of our share of premium contributions for group health benefits (including medical, vision and dental benefits).executive'sexecutive’s employment is terminated by us without cause or by the executive for good reason (as those terms are defined in the plan). If a qualifying termination occurs, the executive is eligible for severance benefits equal to a specified number of months of base salary and a specified number of months of COBRA premiums for group health coverage (to the extent the COBRAcoverage.premiums exceed active employee premium rates). Mr. Maltz is eligible for 24 months of salary and 18 months of COBRA premiums, and the other named executive officers are eligible for 24 months of salary and 12 months of COBRA premiums.None of the named executive officers were eligible for retirement as of the end of the last fiscal year. Except as set forth in the preceding paragraphs, for any other termination of employment before vesting, the awards forfeit. The award agreements and program documents also provide for full vesting of outstanding equity awards upon the occurrence of a change in control (i.e., without requirement of a subsequent termination of employment), based on target performance in case of performance-based awards.in any change in controlparachute payments to the extent a cutback would result in a greater after-tax payment to the executive. 2020 PROXY STATEMENTPage 41COMPENSATION OF EXECUTIVE OFFICERS Termination Event Curtis C.
Simard Josephine
Iannelli Marion
Colombo John M.
Mercier Jason
Edgar Termination Without Cause or With Good Reason—Not in Connection with Change in Control Cash severance $ 2,084,700 $ 1,336,800 — — — Pro rata bonus 521,175 233,940 — — — Benefits 43,245 43,245 — — — Equity vesting 1,443,602 579,350 — — — Total $ 4,092,722 $ 2,193,335 — — — Cash severance $ 3,648,225 $ 2,038,620 $ 657,800 $ 657,800 $ 636,600 Pro rata bonus 521,175 233,940 — — — Benefits 43,245 43,245 14,415 13,843 14,415 Equity vesting 1,443,602 579,350 380,338 380,338 368,073 Total $ 5,656,247 $ 2,895,155 $ 1,052,553 $ 1,051,981 $ 1,019,088 Curtis C. Simard Josephine Iannelli Richard B. Maltz Marion Colombo John M. Mercier $ 740,833 $ 810,000 — — — 266,700 — — — — 29,560 29,560 — — — 623,973 305,317 — — — $ 2,044,397 $ 1,213,067 — — — 1,950,000 810,000 810,000 600,000 600,000 800,100 — — — — 59,119 29,560 29,560 19,706 19,706 — — — — — $ 1,551,229 $ 966,023 $ 839,560 $ 619,706 $ 619,706 $ 740,833 $ 810,000 — — — 266,700 — — — — 29,560 29,560 — — — 206,358 104,108 64,765 52,852 54,082 $ 329,887 $ 166,326 $ 64,765 $ 52,852 $ 54,082 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 493,168 247,044 — — — $ 493,168 $ 247,044 — — — Termination Event Curtis C.
Simard Josephine
Iannelli Marion
Colombo John M.
Mercier Jason
Edgar Death, Disability or Retirement2 Cash severance $ 694,900 $ 445,600 — — — Pro rata bonus — — — — — Benefits 31,182 31,182 — — — Equity vesting 666,139 228,604 144,861 144,861 140,182 Total $ 1,392,221 $ 705,386 $ 144,861 $ 144,861 $ 140,182 Any Other Termination of Employment Cash severance — — — — — Pro rata bonus — — — — — Benefits — — — — — Equity vesting — — — — — Total — — — — — 1 2 None of the named executive officers were eligible for retirement for purposes of the equity award agreements as of the end of December 31, 2019.Equity Awards Outstanding and AvailableThe following table sets forth the aggregate information of our equity compensation plans in effect as of December 31, 2019. There are no compensation plans under which equity securities may be issued that have not been approved by our shareholders. NUMBER OF SECURTIES
TO BE ISSUED UPON
EXERCISE OF
OUTSTANDING OF
OUTSTANDING
OPTIONS, WARRANTS
AND RIGHTS. WEIGHTED-AVERAGE
EXERCISE
PRICES OF
OUTSTANDING
OPTIONS,
WARRANTS AND
RIGHTS NUMBER OF
SECURITIES
REMAINING AVAILABLE
FOR FUTURE ISSUANCE
UNDER EQUITY
COMPENSATION
PLANS 257,394 8.44 467,616 CEO Pay Ratio Page 422020 PROXY STATEMENTCEO PAY RATIOCEO Pay Ratio("CEO"(“CEO”) as of the end of 2018,2022, our last completed fiscal year: CEO PAY RATIO CEO Annual Total Compensation $ 1,267,638 Median Employee Annual Total Compensation $ 58,282 CEO to Median Employee Pay Ratio 21.75 $ 950,279 $ 43,083 22:1 20192022 our CEO'sCEO’s annual total compensation was approximately 22 times that of the median of the annual total compensation of all our employees.20192022 which is within the last three months of 2019,2022, as the date upon which we would identify the "median employee"“median employee” because it enabled us to make such identification in a reasonably efficient and economical manner."median employee"“median employee” from our employee population excluding the CEO by including the annualized base salary calculated on their November 16, 20192022 compensation rate, overtime, incentives, commissions, matching contributions to participants in our Section 401(k) plan, and the taxable value of employer subsidy contributions for our health programs.20192022 but did not work for us for the entire fiscal year.measure for identifying our median employee.CEO Employment AgreementEmployment Agreementemployment agreement is three years from January 1, 2018, with automatic one-year renewals each January 1st thereafter unless we elect not to extend the term ofEmployment Agreementemployment agreement by providing Mr. Simard with 90 days'days’ written notice. The Employment Agreementemployment agreement includes certain restrictive covenants with respect to competition and non-solicitation of customers and employees that apply during the term of the Employment Agreementemployment agreement and for a period of one-yearSimard'sSimard’s termination of employment, the geographic scope of which has been expanded to cover a fifty-mile50-mile radius of any location where the employer maintains an office as of the date of the termination of employment.Employment Agreement,employment agreement, Mr. Simard is entitled to receive an annual base salary of $605,000,$694,900, which amount is not subject to automatic increase, but will be reviewed annually, and further provides that his base compensation will not be reduced downward during the term of the Employment Agreement.employment agreement. Mr. Simard will be eligible to continue to participate in our annual incentive and long-term incentive plans approved by the Board and in our medical, dental, disability, retirement, life insurance, and other employee benefit plans.Simard'sSimard’s employment is terminated by the employer without "cause"“cause” or he resigns for "good reason" (each“good reason” (each as defined in the Employment Agreement)Mr. Simard’s employment agreement), Mr. Simard is entitled to receive, in addition to accrued benefits, 1)(1) a lump sum payment equal to the base compensation that would have been paid during the remaining unexpired term of the Employment Agreement; 2)(2) insurance continuation for the greater of the remaining unexpired term of the Employment Agreement or the duration of COBRA coverage; 3)(3) payment of a pro-rated amount of any incentive compensation earned for the calendar year of termination; and 4)(4) immediate vesting of all time-based equity awards and vesting at target of all performance-based equity awards.Simard'sSimard’s employment is terminated by the employer without cause or he resigns for good reason within six months prior to or within twelve months following a change in control (as defined in the Employment Agreement)Mr. Simard’s employment agreement), then, in addition to accrued benefits, he is entitled to receive 1)(i) a lump sum payment equal to three times his base compensation and target bonus in effect during the year of termination; 2)(ii) insurance continuation for three years; 3)(iii) payment of a pro-rated amount of 2020 PROXY STATEMENTPage 43CEO PAY RATIO4)(iv) immediate vesting of all time-based equity awards and vesting at target of all performance-based equity awards. If the payment of the severance benefits upon a change in control is determined to constitute an "excess“excess parachute payment"payment” under Code Section 280G, then the payments will be reduced so that no portion of the severance benefits will be non-deductible to us or will be subject to excise taxes.Compensation of the CEO.On an annual basis, the Compensation and Human Resources Committee reviews the existing compensation plan for our CEO. This Committee reviews his compensation plan specific to our overall performance, the achievement of certain financial and non-financial goals and the judgment of the entire Board as to the quality of his leadership. In addition, the Committee will compare his compensation to CEOs of our Compensation Peer Group and salary survey information for comparable positions. In making these comparisons, the Committee will consider appropriate differences in the size, business model, and financial performance of the other banking institutions.In accordance with the Employment Agreement, the Committee reviews his base salary no less often than annually and may recommend an increase in his base salary to the Board at the Committee's sole discretion.As further discussed below, Mr. Simard participated in the structured annual incentive cash compensation plan provided to all executive officers. During 2019, Mr. Simard earned an award amounting to $253,388.During 2019, the Compensation and Human Resources Committee granted Mr. Simard restricted time-vested shares and the potential for an issue of restricted performance shares under the 2019-2021 Long Term Incentive Program. He is required to hold the time-vested and any performance shares issued for a minimum of three years from the issue date. Mr. Simard is a member of the Board and does not receive any director fees for participating in the activities of the Board.Employment Agreementemployment agreement with Ms. Iannelli on September 14, 2020, which includes change in control, confidentiality and non-competition provisions. This agreement provides Ms. Iannelli severance of salary for 2436 months and benefits for a period of 1836 months in the event of both a change of control of our companyCompany and subsequent termination (or constructive termination) within 12 months after a change of control, unless such termination was for cause. In addition, Ms. Iannelli'sIannelli’s equity grants will vest in accordance with the terms of the plans under which they were granted and vest fully upon a change in control.BHBT'sBHBT’s Executive Vice Presidents, Richard B. Maltz, Marion Colombo, and John M. Mercier and Jason P. Edgar along with eightseven other management employees. Their agreements provide for severance of salary for a period of 12 to 24 months in the event of both a change of control of our companyCompany and subsequent termination (or constructive termination) within 12 months of a change of control, unless such termination was for cause.company.Incentive Cash Compensation.During 2019, Messrs. Simard, Maltz and Mercier and Mss. Iannelli and Colombo participated in an annual cash incentive compensation program with team goals representing opportunities for incentive payments. We paid out a total of $654,810 in March 2020 to the five NEOs based on the 2019 measurement period.The plan is based on a balance of multiple measures, layered oversight, and reasonable ceilings for exceptional performance. These two basic plan features structure the plan to discourage excessive risk but rewards strong performance. The Compensation and Human Resources Committee and the Board Risk Committee both reviewed the plan design to insure it is in line with best practices for risk.
ADVISORY APPROVAL OF 2022 EXECUTIVE
COMPENSATION Page 442020 PROXY STATEMENTPROPOSAL 2RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMProposal 2Ratification of Appointment of IndependentRegistered Public Accounting FirmOur Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm, and is involved in the selection of the firm's lead engagement partner. Annually the Audit Committee will evaluate the independent public accounting firm's qualifications, assess the firm's quality of service, the firm's sufficiency of resources, the quality of the communication and interaction with the firm, and the firm's independence, objectivity, and professional skepticism. The Audit Committee also considers the advisability and potential impact of selecting a different independent public accounting firm.After assessing the performance and independence of RSM US LLP or RSM, our principal independent registered public accounting firm, the Audit Committee believes that retaining RSM is in the best interests of our Company and shareholders. The Audit Committee has appointed RSM as our independent registered public accounting firm to audit our 2020 consolidated financial statements. Although it is not required to do so, our Board is asking shareholders to ratify RSM's appointment. The Audit Committee considers RSM to be well qualified. In the absence of contrary specification, the proxy holders will vote proxies received in response to this solicitation in favor of ratification of the appointment. If our shareholders do not ratifyRSM's appointment, the Audit Committee will consider changing our independent registered public accounting firm for 2021.Whether or not shareholders ratify RSM's appointment, the Audit Committee may appoint a different independent registered public accounting firm at any time if it determines that such a change is appropriate. RSM has advised the Committee that it is an independent accounting firm with respect to our company and our subsidiaries in accordance with the requirements of the SEC and the Public Company Accounting Oversight Board. Representatives of RSM are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they choose and are expected to be available to respond to appropriate shareholder questions.Vote RequiredThe ratification of RSM as our independent registered public accounting firm for the fiscal year ending December 31, 2020 will require the approval of a majority of the votes cast at the Annual Meeting by shareholders present at the meeting or represented by proxy and entitled to vote. An abstention will have the effect of a vote against the proposal. Because this proposal is considered a routine matter, discretionary votes by brokers will be counted.THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020. 2020 PROXY STATEMENTPage 45Principal Accounting Fees and ServicesPrincipal Accounting Fees and ServicesThe reports of RSM on our consolidated financial statements as of December 31, 2019 and 2018 and for the three-year period ending on December 31, 2019, and on internal control over financial reporting as of December 31, 2019, did not contain anyadverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.The following table summarizes RSM's audit fees from January 1, 2018 through December 31, 2019. 2018 2019 $370,283 $386,000 68,250 54,000 — — — — $438,533 $440,000 Pre-Approval Policies and ProceduresThe Audit Committee's policies and procedures require the Audit Committee Chair to pre-approve all audits and non-audit services and report such pre-approvals to the Audit Committee at its next regularly scheduled meeting.No services were rendered for financial information systems design and implementation or internal audit.The Audit Committee has considered the compatibility of the non-audit services furnished by our auditing firm with the firm's need to be independent.The Audit Committee pre-approved 100% of the services performed by RSM pursuant to the policies outlined above. Page 462020 PROXY STATEMENTPROPOSAL 3ADVISORY APPROVAL OF 2019 EXECUTIVECOMPENSATIONProposal 3Advisory Approval of 2019 ExecutiveCompensation20192022 included a full-year assessment of financial results, contributions of the executives to the overall performance of the business, and progress delivering on our short-andshort- and long-term strategic goals. The Compensation and Human Resources Committee considers various factors that collectively indicate successful management of our business, including: 1)i) overall corporate performance; 2)ii) individual performance, including financial and non-financial measures; 3)iii) the manner in which results are achieved; 4)iv) adherence to risk and compliance policies, as well as the quality of earnings; 5)v) accountability in driving a strong risk management culture and other core values of our company; 6)vi) our year-over-year performance relative to our established risk metrics; and 7)vii) our performance relative to our peer competitor group.CompensationDodd-Frank Act and Human Resources Committee's evaluation includes a robust review of performance scorecards that were enhanced in 2018 to reinforce the alignment with our corporate strategies and shareholder return.requires us to provideenable our shareholders an opportunity to vote to approve, on a non-binding advisory basis, the compensation of our NEOs,named executive officers, as discloseddescribed below in this proxy statement. This vote does not address any specific item of compensation, but rather the overall compensation of our NEOs and our compensation philosophy, policies and practices, as disclosed in this proxy statement. At the 2018 Annual Meeting2017 annual meeting of Shareholders,shareholders, the shareholders voted toin favor of holding “Say-on-Pay” votes every year, and the Board adopted this standard. Past shareholder votes have the opportunity to express their opinion on the overall compensation program through this non-binding voting mechanism on an annual basis.Richard B. Maltz, Marion Colombo, and John M. Mercier.Mercier, and Jason Edgar. The compensation of our NEOs is disclosed in the "Compensation“Compensation Discussion and Analysis"Analysis” section, the summaryNEO'sNEO’s compensation and our short- and long-term performance.NEOs'NEO compensation as described in this proxy statement. This proposal will be presented at the Annual Meeting as a resolution in substantially the following form:20192023 Annual Meeting of Shareholders pursuant to compensation disclosure rules of the Securities and Exchange Commission, including the "Compensation“Compensation Discussion and Analysis"Analysis” section, the related executive compensation tables and narrative discussion, is hereby APPROVED.shareholders'shareholders’ concerns, and the Compensation and Human Resources Committee will evaluate whether any actions are necessary to address those concerns."FOR"“FOR” this proposal. An abstention will have no effect on the effectoutcome of a vote against the proposal. Brokers do not have discretionary authority to vote shares on this proposal without direction from the beneficial owner and broker non-votes will have no effect on the vote. OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THIS NON-BINDING, ADVISORY PROPOSAL REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS"FOR"ON THE FREQUENCY OF FUTURE ADVISORY APPROVALVOTES ON THE COMPENSATION OF OUR 2019NAMED EXECUTIVE COMPENSATION.
ADVISORYVOTE ON THE FREQUENCY OF FUTURE
ADVISORY VOTES ON THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS 2020 PROXY STATEMENTPage 47OTHER MATTERSOther MattersProposal 4
Ratification of Appointment of Independent
Registered Public Accounting Firm OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” RATIFICATION OF THE AUDIT COMMITTEE’S APPOINTMENT OF RSM US LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2023. Principal Accounting Fees and Services SERVICE 2021 2022 Audit Fees1 $ 389,943 $ 402,630 Audit-Related Fees2 47,500 — Tax Fees — — All Other Fees — — Total $ 437,443 $ 402,630 Other Matters shareholder'sshareholder’s notice shall be delivered to the Clerk at our principal executive offices no later than the close of business of the 120th day (i.e., January 12, 2021)19, 2024) nor earlier than the close of business on the 150th day (i.e., December 13, 2020)20, 2023) prior to the first anniversary of the preceding year'syear’s Annual Meeting.shareholder'sshareholder’s notice shall include:person'sperson’s written consent to being named in the proxy statement as a nominee and to serving as a director, if elected, is to be included;1)(1) the name and address of such shareholder, as they appear on our books, and of such beneficial owner, and 2)(2) the class and number of shares of our common stock, which are owned beneficially and of record by such shareholder and such beneficial owner. Shareholder proposals submitted pursuant to Rule 14a-8 of the Exchange Act for inclusion in our proxy statement and form of proxy for the 2021 Annual Meeting2024 annual meeting of Shareholdersshareholders must be received by us no later than December 3, 2020.2, 2023. Any such proposal must also comply with the requirement as to form and substance established by the SEC for such a proposal to be included in the proxy statement and form of proxy.
Bar Harbor Bankshares
82 Main Street
P.O. Box 400
Bar Harbor, ME 04609Chairman of the Board Bar Harbor Bankshares82 Main StreetP.O. Box 400Bar Harbor, ME 0460920192022 Annual Report to Shareholders and this proxy statement to two or more shareholders who share an address, unless we have received contrary instructions from one or more of the security holders. This delivery method, which is known as "householding,"“householding,” can reduce our expenses for printing and mailing. Any shareholder of record at a shared address to which a single copy of the documents was delivered may request a separate copy of the 20192022 Annual Report to Shareholders and this proxy statement by (a) calling 1-888-853-7100, (b) sending a letter to us at 82 Main Street, P.O. Box 400, Bar Harbor, Maine 04609, Attn: Investor Relations, or (c) sending us an e-mail at customerservicecenter@barharbor.bank.InvestorRelations@barharbor.bank. Shareholders of record who wish to receive separate copies of these documents in the future may also contact us as stated above. Shareholders of record who share an address and are receiving multiple copies of our Annual ReportsReport to Shareholders and proxy statements may contact us as stated above to request delivery of a single copy of such documents. Shareholders who hold their shares in "street name"“street name” and who wish to obtain copies of these proxy materials should follow the instructions on their voting instruction forms or contact the holders of record.
TABLE OF CONTENTSPage 482020 PROXY STATEMENT$7,000$13,800 to Alliance Advisors for its services and will reimburse it for payments made to brokers and other nominees for their expenses in forwarding soliciting material. In addition, certain of our Directors,directors, officers and other employees, who will receive no compensation in addition to their regular salary or other compensation, may solicit proxies by personal interview, mail, telephone, facsimile, email, internet or other means of electronic transmission.Caitlin Dunston,CounselClerk & ClerkSecretary
Appendix AAudit Committee Report
Audit Committee ReportBankshares'Bankshares’ website athttps://www.bhbt.com/codes-and-charters.www.barharbor.bank/about-us/shareholder-relations/governanceBankshares'Bankshares’ system of internal control and financial reporting processes, for the preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles and for the annual report on Bar Harbor Bankshares'Bankshares’ internal control over financial reporting. The independent auditor is responsible for performing an independent audit of Bar Harbor Bankshares'Bankshares’ consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board, or PCAOB, and for issuing a report on the financial statements and the effectiveness of Bar Harbor Bankshares'Bankshares’ internal control over financial reporting. The Audit Committee'sCommittee’s responsibility is to monitor and oversee these processes. Audit Committee members do not serve as professional accountants or auditors for Bar Harbor Bankshares, and their functions are not intended to duplicate or certify the activities of Bar Harbor Bankshares'Bankshares’ management or independent auditor.20192022 audited consolidated financial statements. Management represented thatBankshares had prepared theBankshares’ consolidated financial statements in accordance with U.S. generally accepted accounting principles. Thefor fiscal year 2022, the Audit Committee has:RSMRepublic’s management;mattersapplicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the United States Securities and Exchange Commission;in accordanceregarding the independent registered public accounting firm’s communications with Auditing Standard No. 1301, "Communications with Audit Committees."The Audit Committee received from RSM the written communication that is required by PCAOB Rule 3526, "Communication with Audit Committees Concerning Independence," and the Audit Committee concerning independence and discussed with RSM that firm's independence. The Audit Committee also considered whether RSM's provision of non-audit servicesthe independent registered public accounting firm, the independent registered public accounting firm’s independence; andfees paid to RSM were compatible with maintaining that firm's independence. Based on these reviews,services of the Audit Committee determined that RSM has the requisite independence.Bankshares'Bankshares’ system of internal control over financial reporting as of December 31, 20192022 as required by Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Committee received periodic updates from management and RSM at Audit Committee meetings throughout the year and provided oversight of the process. Prior to filing Bar Harbor Bankshares'Bankshares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2019, or2022, on the Form 10-K (the “Form 10-K”), with the SEC, the Audit Committee also reviewed management'smanagement’s report on the effectiveness of Bar Harbor Bankshares'Bankshares’ internal control over financial reporting contained in the Form 10-K, as well as the Report of Independent Registered Public Accounting Firm provided by RSM and also included in the Form 10-K. RSM'sRSM’s report included in the Form 10-K related to its audit of Bar Harbor Bankshares'Bankshares’ consolidated financial statements and the effectiveness of Bar Harbor Bankshares'Bankshares’ internal control over financial reporting.Committee'sCommittee’s discussions with management and RSM and the Audit Committee'sCommittee’s review of the information provided by, and the representations of, management and RSM, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements as of and for the year ended December 31, 20192022 be included in the Form 10-K. The Audit Committee selected RSM as Bar Harbor Bankshares'Bankshares’ independent auditor for the fiscal year ending December 31, 2020,2022, and recommended the selection be submitted for ratification by the shareholders of Bar Harbor Bankshares.Scott G. Toothaker, ChairSteven H. DimickDaina H. Belair David M. Colter, Brendan J. O'Halloran
Steven H. Dimick
Daina H. Belair Debra B. Miller
Scott G. Toothaker
Page A-12020 PROXY STATEMENTPage A-1VIEW MATERIALS & VOTE w SCAN TO
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BANKSHARES C/BANKSHARESC/O BROADRIDGE CORPORATE ISSUER SOLUTIONS P.O.SOLUTIONSP.O. BOX 1342 BRENTWOOD,1342BRENTWOOD, NY 11717 SCAN TOVIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Useor scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information upinformationup until 11:59 p.m. Eastern TimeEDT on May 11, 202017, 2023 for shares held directly and by 11:59 p.m. Eastern Time onEDTon May 7, 202015, 2023 for shares held in a Plan. Have your proxy card in hand when you access theaccessthe web site and follow the instructions to obtain your records and to create an electronic votingelectronicvoting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/BHB2020 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and following the instructions. ELECTRONICform.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS IfMATERIALSIf you would like to reduce the costs incurred by our Companycompany in mailing proxy materials,you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallyreportselectronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructionstheinstructions above to vote using the Internet and, when prompted, indicate that you agree toagreeto receive or access proxy materials electronically in future years. VOTEyears.VOTE BY PHONE - 1-800-690-6903 Use1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time onEDTon May 11, 202017, 2023 for shares held directly and by 11:59 p.m. Eastern TimeEDT on May 7, 2020 for15, 2023for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTEtheinstructions.VOTE BY MAIL Mark,MAILMark, sign and date your proxy card and return it in the postage-paid envelope we havewehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E92541-P33321V03844-P85703 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY BAR HARBOR BANKSHARES The Board of Directors recommends you vote “FOR” eachdirector nominee in Proposal 1, “FOR” Proposals 2 and 4, and“FOR the following:1 YEAR” in Proposal 3. 1. ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS: Nominees: For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! Yes ! ! ! ! ! ! ! ! ! ! ! ! ! No ! ! ! ! ! ! ! ! ! ! ! ! ! For Against Abstain 1a. Daina H. Belair The Board of Directors recommends you vote FOR proposals 2 and 3. 2. RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2020 APPROVAL OF NON-BINDING, ADVISORY RESOLUTION ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ! ! ! ! ! ! 1b. Matthew L. Caras 1c. David M. Colter 1d. Martha T. Dudman 1e. Lauri E. Fernald 1f. Debra B. Miller 1g. Brendan J. O’Halloran 1h. Brian D. Shaw 1i. Curtis C. Simard 1j. Kenneth E. Smith 1k. Scott G. Toothaker 1l. David B. Woodside HOUSEHOLDING ELECTION - please indicate if you consent ! !to receive certain future investor communications in a singlepackage per household. For Withhold Yes No 2. To hold a non-binding advisory vote on the compensation of theCompany’s named executive officers. 3. 1d. Steven H. DimickTo hold a non-binding advisory vote on the frequencyof holding future non-binding advisory votes on thecompensation of the Company’s named executive officers. 4. To ratify the appointment of RSM US LLP as the independentregistered public accounting firm for the fiscal year endingDecember 31, 2023. NOTE: SuchIf any other business as maymatters properly come before the meeting, or any adjournment thereof. 1e. Martha T. Dudman 1f. Lauri E. Fernald 1g. Brendan J. O’Halloran 1h. Curtis C. Simard 1i. Kenneth E. Smith 1j. Stephen R. Theroux 1k. Scott G. Toothaker ! For address changes and/or comments, please check this box and write themyour proxieswill vote on these matters in accordance with the back where indicated. 1l. David B. Woodsiderecommendations ofthe Board of Directors. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney,asattorney, executor, administrator, or other fiduciary, please give full title astitleas such. Joint owners should each sign personally. All holders must sign. Ifsign.If a corporation or partnership, please sign in full corporate or partnership namepartnershipname by authorized officer. HOUSEHOLDING ELECTION - please indicate if you consent to receive certain future investor communications in a single package per household.For Against Abstain 1 Year 2 Years 3 Years Abstain For Against Abstain Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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andof Annual Meeting of Shareholders, Proxy Statement, Form 10-K and Annual Report and RSVP Card are available at www.proxyvote.com. E92542-P33321 Barwww.proxyvote.com.Bar Harbor Bankshares AnnualBanksharesAnnual Meeting of Shareholders May 12, 2020, 11:ShareholdersMay 18, 2023, 10:00 AM, ET ThisEDTThis proxy is solicited by the Board of Directors TheDirectorsThe shareholder(s) hereby appoint(s) Martha T. Dudman, Kenneth E. Smith and David B. Woodside, or any of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Bar Harbor Bankshares that the shareholder(s) of record as of March 15, 2023 is/are entitled to vote at the Annual Meeting of Shareholders to be held at 11:10:00 AM, ET on May 12, 2020,18, 2023, at www.virtualshareholdermeeting.com/BHB2020,111 West Street Bar Harbor, ME 04609, and any adjournment or postponement thereof. Ifthereof.If the shareholder(s) is/are a participant(s) in Bar Harbor Bankshares's 401(k) Plan ("Plan") and has/have Common Stock of Bar Harbor Bankshares allocated or his, her or their account, the signer(s) instruct(s) the trustee of such plan to vote such shares of Common Stock, in person or by proxy, in accordance with the instructions on the reverse side at the 20202023 Annual Meeting of Shareholders. The plan trustee will vote the allocated shares in such plan as directed by each participant who provides voting instructions to it before 11:59 PM ET on May 7, 2019.15, 2023.In addition to the voting methods set forth on the reverse side of this proxy card, non-institutional investors may also vote their shares by sending an email, which includes the shareholder's full name and the number of shares of Common Stock owned by the shareholder as of the record date of March 15, 2023, to bhb@allianceadvisors.com. The deadline for transmitting email voting is up until 11:59 p.m. EDT on May 17, 2023 for shares held directly and by 11:59 p.m. EDT on May 15, 2023 for shares held in a Plan.The shareholder(s) hereby revoke(s) all proxies previously given by the shareholder(s) to vote in the 20202023 Annual Meeting of Shareholders and any adjournments or postponements and acknowledges receipt of Bar Harbor Bankshares's Proxy Statement for the 20202023 Annual Meeting. ThisMeeting of Shareholders.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continuedrecommendations.Continued and to be signed on reverse side Address Changes/Comments: