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DEF 14A Filing
Bar Harbor Bankshares (BHB) DEF 14ADefinitive proxy
Filed: 31 Mar 23, 4:07pm
| About Us | |
| ![]() | | | We are Proud to Be Recognized as One of America’s Best Banks by Newsweek | |
$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. | | | ![]() | |
| Notice of Annual Meeting of Shareholders | | | ![]() | |
| ![]() | | | WHEN: 10:00 a.m., EDT, Thursday, May 18, 2023 | | | ![]() | | | WHERE: Bar Harbor Club 111 West Street Bar Harbor, Maine | | | ![]() | | | RECORD DATE: March 15, 2023 | |
| 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. | |
| 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. | |
| PROXY SUMMARY | |
| Record Date | | | Close of business on March 15, 2023 | |
| Voting | | | 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: | | | 15,124,451 shares | |
| When the Annual Meeting Will be held: | | | 10:00 a.m., EDT, Thursday, May 18, 2023 | |
| Where the Annual Meeting Will be held: | | | Bar Harbor Club, 111 West Street, Bar Harbor, Maine | |
| ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() By Mail Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | |
| By Internet www.proxyvote.com | | | By Telephone 1 833 814 9457 | | | In Person Bar Harbor Club 111 West Street Bar Harbor, Maine | | | By Email bhb@allianceadvisors.com | |
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| Proposal | | | Board | | | | | | Page | | | | |
| Item 1 Election of 12 Directors | | | FOR EACH NOMINEE | | | | | | 17 | | | | |
| Item 2 Non-binding advisory vote on the compensation of our named executive officers (“Say-on-Pay”) | | | FOR | | | | | | 53 | | | | |
| Item 3 Non-binding advisory vote on the frequency of holding future non-binding advisory votes on compensation of our named executive officers (“Say-on-Frequency”) | | | EVERY YEAR | | | | | | 54 | | | | |
| Item 4 Ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2023 | | | FOR | | | | | | 55 | | | | |
| Environmental, Social and Governance | |
| | 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. | | |
| Corporate Governance | |
| Executive Key Responsibilities | | | | Audit Key Responsibilities | |
| • Exercises all the powers of the Board relating to the ordinary operations of business when the Board is not in session, subject to any specific vote of the Board • Committee members appointed by the Board after the Annual Meeting of Shareholders Members: Daina Belair, Matthew Caras, David Colter, Brendan O’Halloran, Curtis Simard, Kenneth Smith and David Woodside (Chair) 2022 Meetings: 0 | | | | • Oversees qualifications, appointment, performance, compensation, and independence of our independent registered public accounting firm • Assists the Board in fulfilling its oversight responsibilities with respect to (1) the financial information to be provided to shareholders and the Securities and Exchange Commission (the “SEC”); (2) the review of quarterly financial statements; (3) the system of financial reporting controls management as established; and (4) the internal audit, external audit, and loan review processes • Oversees compliance with all legal and regulatory requirements • Makes inquiries of management to assess the scope and resources necessary for the corporate audit function to execute its responsibilities | |
| | | | | Independence/Qualifications • All committee members are independent under the NYSE American listing requirements and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) • All committee members are financially literate in accordance with the NYSE American listing standards • All committee members are qualified as Audit Committee financial experts under SEC rules Members: Daina Belair, Steven Dimick, Debra Miller, Scott Toothaker and David Colter (Chair) 2022 Meetings: 4 See Appendix A for the Report of the Audit Committee. | |
| Compensation and Human Resources Key Responsibilities • Oversees establishing, maintaining, and administering all compensation programs and employee benefit plans • Approves and recommends the CEO’s compensation to the Board for further approval by all independent directors, and reviews and approves all other executive officer compensation • Recommends director compensation for Board approval • Reviews and approves the terms of any employment agreements, severance agreements, change in control protections and any other compensatory arrangements for the CEO, officers and other senior management • Reviews human capital management practices • Prepares and reviews its report on executive compensation to be included in our proxy statement or Annual Report on Form 10-K Independence/Qualifications • All committee members are independent under the NYSE American listing standards and the rules and regulations of the SEC Members: Matthew Caras, David Colter, Kenneth Smith, David Woodside and Brendan O’Halloran (Chair) 2022 Meetings: 5 Further information regarding the Compensation and Human Resources Committee can be found in this proxy statement beginning under the caption “Role of the Compensation and Human Resources Committee” on page 34. | | | | Governance Key Responsibilities • Oversees the Board’s governance processes • Screens director candidates, recommending nominees to the full Board (including the slate of returning directors) to be elected each year • Identifies and reviews the qualifications of potential Board members; recommends nominees for election to the Board • Recommends the size and composition of the Board • Recommends committee structure and membership • Sponsors new director orientation and education • Reviews and assesses shareholder input and our shareholder engagement process; provides shareholder feedback to the full Board • Oversight for all ESG-related matters Independence/Qualifications • All committee members are independent under the NYSE American listing standards Members: Daina Belair, Steven Dimick, Martha Dudman, Lauri Fernald, Brendan O’Halloran and Matthew Caras (Chair) 2022 Meetings: 3 | |
| Board Risk Key Responsibilities • Oversees risk governance structure • Reviews risk management, risk assessment guidelines, policies regarding market, credit, operational, liquidity, funding, reputational, compliance • Reviews enterprise risk, as well as other risks as necessary to fulfill the Committee’s oversight duties and responsibilities • Approval mechanism for all loan relationships >$5MM Independence/Qualifications • All committee members (besides Curtis Simard) 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 BHBT Members: Matthew Caras, David Colter, Lauri Fernald, Debra Miller, Curtis Simard, Scott Toothaker, David Woodside and Kenneth Smith (Chair) 2022 Meetings: 12 Further information regarding the BRC can be found in this proxy statement beginning under the caption “Board Risk Committee” on page 5. | |
| | | | | | |
| Principle 1: Boards are accountable to shareholders | | | | • All Directors are elected annually • We have proxy access with market terms • We have robust corporate governance disclosures • We have responded to all shareholder proposals that received majority support | |
| Principle 2: Shareholders should be entitled to voting rights in line with their economic interest | | | | • Each shareholder gets one vote per share on all matters | |
| Principle 3: Boards should be responsive to shareholders and be proactive in order to understand their perspectives | | | | • We have a robust shareholder engagement program to discuss our business, corporate governance, executive compensation, and sustainability practices • Our Board considers the feedback received from shareholder engagement when structuring governance, compensation, and sustainability practices | |
| Principle 4: Boards should have a strong independent leadership structure | | | | • The Chair of the Board is an independent, non-executive Director with a robust oversight role that has clearly defined duties that are disclosed to shareholders • Each Committee of the Board is chaired by an independent Director • The Board leadership structure is considered at least annually | |
| Principle 5: Boards should adopt structures and practices that enhance their effectiveness | | | | • Excluding our CEO, 100% of our Board is independent • The Board regularly reviews Director skills with a commitment to Director refreshment to ensure the Board meets the Company’s evolving oversight need • Each Committee of the Board has an extensive detailed charter outlining the Committee’s duties and responsibilities • Board members have complete access to Company officers and counsel and may retain outside counsel, financial or other advisors as the Board deems appropriate | |
| Principle 6: Boards should develop management incentive structures that are aligned with the long-term strategy of the company | | | | • The Compensation and Human Resources Committee annually reviews and approves incentive compensation program design, goals and objectives for alignment with compensation and business strategies | |
| Governance Procedures and Related Matters | |
| Beneficial Ownership of Common Stock | |
| NAME OF BENEFICIAL OWNERS | | | | TITLE OF CLASS | | | | AMOUNT OF BENEFICIAL OWNERSHIP | | | | FOOTNOTES | | | | PERCENT 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% | | |
| 1. Unless otherwise indicated, an individual has sole voting power and sole investment power with respect to the indicated shares. All individual holdings amounting to less than 1% of issued and outstanding common stock are marked with an (*). | |
| 2. BlackRock, Inc, holdings are disclosed based on their ownership as of December 31, 2022 as filed on Form Schedule 13G on February 3, 2023. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. | |
| 3. FMR LLC holdings are disclosed based on their ownership as of December 31, 2022 as filed on Form Schedule 13G on February 9, 2023. The address of FMR LLC is 245 Summer Street, Boston, MA 02210. | |
| 4. Includes 1,670 shares owned by Ms. Belair’s spouse. | |
| 5. Includes 4,138 shares over which voting and dispositive powers are shared jointly with Mr. Smith’s spouse. | |
| 6. Includes 4,500 shares over which voting and dispositive powers are shared with Mr. Toothaker’s spouse. | |
| 7. Includes 5,628 shares over which voting and dispositive powers are shared jointly with Mr. Woodside’s spouse. This also includes 1,500 shares owned by Mr. Woodside’s spouse over which he does not have voting or dispositive powers. | |
| 8. The table below includes (a) shares the NEOs own directly, (b) shares over which NEOs have voting power of fully vested shares under our 401(k) Plan, (c) time-vested and performance shares (disclosed at Target) scheduled to be issued to the executives within 60 days of the March 15, 2023 record date under the long-term incentive plans. These ownership positions are set forth in the table below: | |
| 9. Total beneficial ownership excludes 1,000 (.0001%) shares of common stock as of the March 15, 2023 record date held by 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. This trust is denominated for purposes of this proxy statement as the “Parker Trust.” The Parker Trust was established in 1955 in perpetuity. 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. | |
| NAME | | | | DIRECT (a) | | | | 401(k) PLAN (b) | | | | LONG TERM 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 | | |
| Proposal 1 Election of Directors | |
| 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 | |
| NUMBER OF BOARD AND COMMITTEE MEETINGS HELD IN 2022 | | |||||||||||||||||||||||||||||||||||
| BOARD | | | | EXECUTIVE | | | | AUDIT | | | | COMPENSATION & HUMAN RESOURCES | | | | GOVERNANCE | | | | BOARD RISK | | |||||||||||||||
| 10 | | | | | | 0 | | | | | | | 4 | | | | | | | 5 | | | | | | | 3 | | | | | | | 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 related to emerging topics and best practices. | |
| OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE 12 DIRECTOR NOMINEES. | |
| Director Nominees | |
| ![]() | | | Daina H. Belair | | ||||||||||||||||||||||
| Age: 67 | Director Since: 2015 | Independent | | |||||||||||||||||||||||||
| ![]() | | | ![]() | | | ![]() | | | ![]() | | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | |||
| Mrs. Belair is a retired attorney and a member of the New York and District of Columbia Bar Associations. In 2008, she relocated to Maine where she owned and operated the Inn at Sunrise Point until mid-2021. During her more than 25 years as a practicing attorney, she specialized in banking and financial services. In 2002-2006 she served 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. Prior to that, she was employed by Citibank N.A. for 15 years, as a Vice President and Managing Director, and holding various senior division general counsel and compliance officer positions for Citibank’s international corporate and institutional business as well as general counsel for the Citibank Private Bank. Earlier in her career she practiced law in Washington D.C. At this time, she primarily resides in South Carolina but maintains family and business ties to Maine and New England. | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Significant banking, wealth management and regulatory experience • Served as a Director of various private not-for-profit organizations, including Home Counselors Inc. in Maine and Women in Housing and Finance in Washington DC • Served as Director and Treasurer of the Penobscot Bay Chamber of Commerce and as President of the Lincolnville Business Group • Served on the Town of Lincolnville Budget Committee | | | | Committee Memberships: • Audit Committee • Executive Committee • Governance Committee • Bar Harbor Wealth Management Committee (Chair) | | |||||||||||||||||||||
| Mrs. Belair’s legal background in the financial services industry and hospitality experience provides valuable guidance to the Board. | |
| ![]() | | | Matthew L. Caras, JD | | ||||||||||||||||||||||
| Age: 66 | Director Since: 2014 | Independent | | |||||||||||||||||||||||||
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| 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 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. | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Serves on the Arrowsic, Maine Planning Board • Former partner, department chair, and member of the executive committee of Verrill Dana LLP, a full-service law firm with over 130 attorneys and offices in Portland, Maine; Boston, Massachusetts; Westport, Connecticut; Washington, DC; and White Plains, NY | | | | Committee Memberships: • Executive Committee • Compensation And Human Resources Committee • Board Risk Committee • Governance Committee (Chair) | | |||||||||||||||||||||
| Mr. Caras’ legal expertise in commercial transactions, as well as his business knowledge of the many industries with which we conduct business is invaluable to the Board with our growing customer service area throughout Northern New England. | |
| ![]() | | | David M. Colter | | ||||||||||||||||||||||
| Age: 55 | Director Since: 2016 | Independent | | |||||||||||||||||||||||||
| ![]() | | | ![]() | | | ![]() | | | ![]() | | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | |||
| 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. | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Board member, Maine State Chamber of Commerce • Executive Committee and Audit Committee member of the University of Maine Pulp and Paper Foundation • Board member, Maine International Trade Center • Holds Certified Public Accountant and Chartered Global Management Accountant designations • Former member of the Board, Executive Committee and Treasurer for the Ronald McDonald House, NW Ohio • Former District Chairman, Waldo District, Boy Scouts of America | | | | Committee Memberships: • Board Risk Committee • Compensation And Human Resources Committee • Executive Committee • Audit Committee (Chair) | | |||||||||||||||||||||
| Mr. Colter’s experience as the principal executive officer of a manufacturing company, as well as his educational and professional credentials, bring essential qualifications and skills to the Board. | |
| ![]() | | | Martha T. Dudman | | ||||||||||||||||||||||
| Age: 71 | Director Since: 2003 | Independent | | |||||||||||||||||||||||||
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| 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 President & General Manager for a group of radio stations in Ellsworth and Bangor, then as Senior Counsel with Gary Friedmann & Associates, 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 the Northeast Harbor Library. She is a published author, and resides in Northeast Harbor, Maine. | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Former Corporate President, with experience extending to nonprofit relationship building • Vice President of the Summer Scholarship Endowment Foundation • Past President of the Northeast Harbor Library • Member of the Board of Selectmen for the Town of Mount Desert • Served on numerous nonprofit 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 | | | | Committee Memberships: • Governance Committee • Bar Harbor Wealth Management Committee | | |||||||||||||||||||||
| Ms. Dudman’s extensive experience in business management, public relations, marketing and sales provide a unique insight into our operations and strategic long term goals. | |
| ![]() | | | Lauri E. Fernald | | ||||||||||||||||||||||
| Age: 61 | Director Since: 2005 | Independent | | |||||||||||||||||||||||||
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| Ms. Fernald is an owner in Jordan Fernald Funeral Home headquartered in Mount Desert, Maine, and she is a Certified Funeral Service Practitioner. Ms. Fernald resides in Mount Desert, Maine. | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Serves on the finance committee of Hospice Volunteers of Hancock County • Altar Guild Member, Parish of St. Mary and St. Jude Episcopal Church of Northeast Harbor and Seal Harbor • Member for the Maine Coast Memorial Hospital Foundation Council • Current member of numerous foundations and associations including the Woodbine Cemetery Association of Ellsworth, and the Treasurer and Sexant Brookside Cemetery Corp. of Mount Desert | | | | Committee Memberships: • Governance Committee • Board Risk Committee | | |||||||||||||||||||||
| Ms. Fernald’s commercial and community service experience brings a depth of knowledge and perspective to the Board and the markets we serve. | |
| ![]() | | | Debra B. Miller | | ||||||||||||||||||||||
| Age: 65 | Director Since: 2022 | Independent | | |||||||||||||||||||||||||
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| 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. | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Received a BS in Urban Affairs and Economics from Winston-Salem University • Previously served as the Chair of the Board of Trustees for Winston-Salem State University and the past chair of Whittier Street Health Center in Roxbury, MA • Previously appointed by New Hampshire Governor Jeanne Shaheen to serve as a trustee for the University System of New Hampshire where she chaired the External Affairs Committee • Among other awards, recognized as one of New Hampshire’s Remarkable Women by New Hampshire Magazine, received the Susan B. Anthony Award from the Manchester YWCA, and received the Leading Women Award from the Girl Scouts Patriots’ Trail Council | | | | Committee Memberships: • Audit Committee • Board Risk Committee • Bar Harbor Wealth Management Committee | | |||||||||||||||||||||
| 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. | |
| ![]() | | | Brendan J. O’Halloran | | |||||||||||||||||||||||||
| Age: 60 | Director Since: 2018 | Independent | | ||||||||||||||||||||||||||||
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| Mr. O’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’Halloran resides in Chatham, Massachusetts and Naples Florida. | | ||||||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Holds an AB from Princeton University and an MBA from the Harvard Graduate School of Business Administration • Substantial banking experience including oversight of broad geography and multiple business lines. Demonstrated leadership skills that include strong integration and strategic expansion experience across various credit and capital market cycles • Serves as a member of the Board of Directors of Cigent Technology, Inc., Fort Meyers, Florida • Served as a trustee for the Institute of International Bankers | | | | Committee Memberships: • Bar Harbor Wealth Management Committee • Executive Committee • Governance Committee • Compensation Committee (Chair) | | ||||||||||||||||||||||||
| Mr. O’Halloran’s extensive experience in the financial services industry and specifically regulatory interaction and oversight is an invaluable asset to our Board. | |
| ![]() | | | Brian D. Shaw | | ||||||||||||||||||||||
| Age: 54 | Director Nominee | Independent | | |||||||||||||||||||||||||
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| 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. | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Graduate of Eastern Maine Technical College with degrees in construction design and architecture • Experience in navigating various economic and real estate cycles • Past member of the Board of the Hattie A. and Fred C. Lynam Trust, which was established in 1942 for the support of charitable organizations and educational scholarships throughout Mount Desert Island | | | | Committee Memberships: • Director Nominee | | |||||||||||||||||||||
| Mr. Shaw’s executive leadership and commercial service experience brings a depth of knowledge and perspective to the Board and the markets we serve. | |
| ![]() | | | Curtis C. Simard | | ||||||||||||||||||||||||||
| Age: 52 | Director Since: 2013 | | |||||||||||||||||||||||||||||
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| 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 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. | | |||||||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Serves as a member on the Executive Committee of Maine Bankers Association • Serves as a member of the Board of Directors of Friends of Acadia and the Ellsworth Business Development Corporation • Serves as a member of the Board of Directors at the Business and Industry Association of N.H. • Past Chair of Maine Bankers Association • Previous Board member of Northern Light Maine Coast Memorial Hospital, Seal Cove Auto Museum and the Abbe Museum, a Smithsonian affiliate representing Native American Culture | | | | Committee Memberships: • Executive Committee • Bar Harbor Wealth Management Committee • Board Risk Committee | | |||||||||||||||||||||||||
| Mr. Simard’s position as our President and CEO, his extensive track record of success in banking throughout the Northeastern United States, particularly New England, and his leadership of our company provides him with considerable insight into our opportunities, challenges, and operations. | |
| ![]() | | | Kenneth E. Smith | | ||||||||||||||||||||||
| Age: 69 | Director Since: 2004 | Independent | | |||||||||||||||||||||||||
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| Mr. Smith is 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. | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • 40 years plus of experience and expertise in the hospitality and customer service industry • Serves as a Commissioner of the Bar Harbor Housing Authority • Member of the Town’s Cruise Ship Committee • Member of Anah Shrine • Member of Acadia National Park Advisory Committee • Vice Chair of the Bar Harbor Housing Authority • Former Chairman and long-time member of the Bar Harbor Town Council • Past President and current member of the Bar Harbor Rotary Club | | | | Committee Memberships: • Executive Committee • Compensation And Human Resources Committee • Board Risk Committee (Chair) | | |||||||||||||||||||||
| Mr. Smith’s expertise in the hospitality industry is beneficial to the Board as it represents a critical segment of the local economy and our commercial loan portfolio. | |
| ![]() | | | Scott G. Toothaker | | ||||||||||||||||||||||
| Age: 60 | Director Since: 2003 | Independent | | |||||||||||||||||||||||||
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| Mr. Toothaker serves as the Office Managing Partner of Marcum, LLP, New Hampshire, an international accounting and advisory firm with locations throughout the United States. Mr. Toothaker resides in Nashua, New Hampshire. | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Holds an MBA from the University of Maine and a BS and MTax from Bentley College • Experience in navigating financial management and transition across many industries and through various economic cycles | | | | Committee Memberships: • Audit Committee • Board Risk Committee | | |||||||||||||||||||||
| As a practicing CPA, Mr. Toothaker has experience across business and personal financial management that is well suited in his role as a director. | |
| ![]() | | | David B. Woodside | | ||||||||||||||||||||||
| Age: 71 | Director Since: 2003 | Independent | | |||||||||||||||||||||||||
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| 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. | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Received a BS in Business Administration from the University of Maine • Served as Vice Chair of the National Park Hospitality Association • Past member of the Bar Harbor Town Council • Past President of the Bar Harbor Rotary Club and Bar Harbor Chamber of Commerce | | | | Committee Memberships: • Chairman Of The Board Of Directors • Executive Committee (Chair) • Compensation And Human Resources Committee • Board Risk Committee | | |||||||||||||||||||||
| Mr. Woodside’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 | | | — | |
| Executive Officers | |
| 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 | |
CURTIS C. SIMARD | | | | |
![]() | | | 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 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. Professional and Leadership Highlights: • Serves as a member of the Executive Committee of Maine Bankers Association • Serves as a member of the Board of Directors of Friends of Acadia and the Ellsworth Business Development Corporation • Serves as a member of the Board of Directors at the Business and Industry Association of N.H. • Past Chair of Maine Bankers Association • Previous Board member of Northern Light Maine Coast Memorial Hospital, Seal Cove Auto Museum and the Abbe Museum, a Smithsonian affiliate representing Native American Culture Mr. Simard’s position as our President and CEO, his extensive track record of success in banking throughout New England, and his leadership of our company provide him with considerable insight into our opportunities, challenges and operations. | |
JOSEPHINE IANNELLI | | | | |
![]() | | | Ms. Iannelli joined Bar Harbor Bank & Trust in October 2016 as Executive Vice President, Chief Financial Officer and Treasurer. Prior to joining the organization, Ms. Iannelli served as Senior Executive Vice President, Chief Financial Officer and Treasurer of Berkshire Hills Bancorp in Pittsfield, Massachusetts. She began her career at KPMG and subsequently KeyCorp. She also served in various roles at National City Corporation starting in 2002 up to and including the acquisition and integration into PNC Financial Services Group. Ms. Iannelli resides in Mount Desert, Maine. Professional and Leadership Highlights: • Holds a BS in Accounting from Baldwin Wallace University • Serves as a member of the Board of Directors, Secretary and Chair of the Audit Committee for the Maine Seacoast Mission • Serves as a member of the Board of Trustees and Chair of the Finance Committee for Camp Beech Cliff • Owned her own consulting company serving both national and international publicly traded clients In these varying roles, Ms. Iannelli’s experience and expertise encompass senior financial leadership in accounting policy, financial planning and analytics, treasury, investor relations, SEC and regulatory reporting, investment management, tax, and mergers and acquisitions. | |
MARION COLOMBO | | | | |
![]() | | | Ms. Colombo joined our company in February 2018 as Executive Vice President, Director of Retail Delivery. She is responsible for retail strategy and delivery working with teams to ensure that our customer experience is consistent with outstanding service across all locations in Maine, New Hampshire and Vermont. She has demonstrated the ability to partner with business lines to advance wallet share beyond the branch environment. Ms. Colombo resides in York, Maine. Professional and Leadership Highlights: • Prior to joining Bar Harbor Bank & Trust, Ms.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 Island • Past recipient of the Abigail Adams award from the Massachusetts Women’s Political Caucus, recognizing her as an Outstanding Woman Leader • Served with the United Way, Boston Partners in Education, and other nonprofits having been recognized for extraordinary support of women in the workplace Ms. Colombo’s in-depth knowledge of retail banking and her strong leadership skills and experience provide significant expertise in this important segment of our business. | |
JOHN M. MERCIER | | | | |
![]() | | | Mr. Mercier has served as our Executive Vice President and Chief Lending Officer since October 1, 2018. He joined our company in April 2017 as Executive Vice President, Senior Loan Officer for New Hampshire and Vermont. His banking career spans more than 30 years with significant lending experience in many types of lending, across segments, and through various economic cycles. Prior roles have included various initiatives at Citizens Bank, KeyCorp, TD Bank, and Primary Bank. Mr. Mercier resides in Manchester, New Hampshire. Professional and Leadership Highlights: • Received a BS in Finance from Bentley College • Graduate of the New England School of Banking • Serves as a member of the Board of Trustees of the Elliot Health System • Serves as Manchester, NH Police Commissioner • Past Chairman and Trustee Emeritus of Southern New Hampshire Health System • Past Chairman of the Manchester-Boston Regional Airport Authority • Past Trustee of various nonprofits including the Granite United Way, New Hampshire Institute of Art, and the Manchester Boys & Girls Club In his role, Mr. Mercier’s experience provides for the effective planning, development and implementation of the Bank’s long-term lending strategies, including initiatives such as portfolio mix, growth strategies and market penetration objectives. | |
JASON EDGAR | | | | |
![]() | | | Mr. Edgar joined our company in June 2019 as President of BHTS and CTC. BHTS and CTC merged into one entity as of May 1, 2022, Bar Harbor Wealth Management. He is responsible for setting the strategic direction of Wealth Management and managing the day-to-day business of BHWM. Mr. Edgar has over 20 years of experience in the Wealth Management industry. Mr. Edgar resides in Atkinson, New Hampshire. Professional and Leadership Highlights: • Prior to joining Bar Harbor Bank & Trust, Mr. Edgar served in multiple leadership roles at Berkshire 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 overseeing the strategic direction and daily management of the business line. Prior to that 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. • He received a BA Degree in Political Science from the University of Connecticut. Mr. Edgar’s strong wealth management experience, deep industry knowledge and significant leadership skills provide expertise in this important segment of our business. | |
ALISON DIPAOLA | | | | |
![]() | | | Ms. DiPaola has served as our Senior Vice President, Chief Human Resources Officer 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 Human Resources functions such as compensation, payroll, benefits, employee relations, performance management, and talent acquisition. She resides in Newport, New Hampshire. Professional and Leadership Highlights: • Received a BS in Business Administration from the University of New Hampshire and an MSHRM from Southern New Hampshire University • Maintains her Society for Human Resource Management, Senior Certified Professional credential (SHRM-SCP) • Graduate of the New England School of Financial Studies and Northern New England School of Banking • Serves as a Board Member of the Newport Cal Ripken Baseball League In her role, Ms. DiPaola’s Human Resources education, certifications, and experience throughout banking make her effective in managing our Human Resources function across all three states. | |
JOSEPH SCHMITT | | | | |
![]() | | | Mr. Schmitt has served as our Chief Marketing Officer since September 17, 2017 and took on the additional role of Head of Communications on January 10, 2022. Mr. Schmitt has over 25 years of industry experience in Marketing and Product Management. In his role, Mr. Schmitt oversees the strategy and execution for employee and customer communications, brand and advertising, customer growth and deposit balance growth programs, philanthropic giving, and sponsorships. Mr. Schmitt resides in Bar Harbor, Maine. Professional and Leadership Highlights • Holds a BS in Finance and Marketing from Skidmore College • Earned an MBA from Suffolk University • Prior to joining the Bank, Mr. Schmitt held various marketing and product management roles over ten years at Santander Bank. He served as Senior Vice President and Director of Product Marketing for Santander from 2014 to 2017. Prior roles with Santander included: Director Consumer Strategy, Planning and MIS, and several senior product management roles in consumer and business banking. Before joining Santander, Mr. Schmitt was the Director of Marketing at Brookline Bank from 2004 through 2007. He also held senior roles at Rockland Trust, Eastern Bank and BankBoston. Mr. Schmitt’s experience across many business lines in banks of varying size is valuable in his role of Marketing, Product Deployment and Communication. | |
JOSEPH SCULLY | | | | |
![]() | | | Mr. Scully is the CIO and Director of Operations at Bar Harbor Bank & Trust and 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. Professional and Leadership Highlights: • Past FS-ISAC Payments Risk Council Member • Past Trusteer Product Advisory Committee Member Mr. Scully holds an Associate’s degree of Applied Science from Edison State Community College in Ohio. Mr. Scully is a proud US Army veteran, having served in the Military Intelligence branch of the US Army. | |
JOHN WILLIAMS | | | | |
![]() | | | Mr. Williams has served as our Senior Vice President, Chief Risk Officer since April 2021, and has served in varying and progressively higher roles of responsibilities within the risk management function at the Company since December 2014. Mr. Williams was deeply involved with the Bank’s recent M&A activity, including work relative to due diligence reviews and leading e-commerce integrations for each transaction. Prior to that, Mr. Williams served in various risk management capacities at another Maine-based financial institution. Mr. Williams resides in Clifton, Maine. Professional and Leadership Highlights: • Received a BA in Economics from Yale University • Past and present Board member of several community and nonprofit initiatives, including the Town of Clifton Planning Board and TIF Committee and Northern Light Eastern Maine Medical Center Institutional Review Board • Significant involvement in the Company’s M&A activity Mr. Williams’ leadership skills, education, and risk management experience make him well-suited to lead the overall risk management culture throughout the organization. | |
| Certain Relationships and Related-Party Transactions | |
| Compensation of Directors | |
| 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 | | | | | | — | | | | | | | — | | |
| NAME | | | | FEES EARNED OR PAID IN CASH1 | | | | RESTRICTED 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. Fees earned include all stipends earned in 2022. | |
| 2. Represents the value of 1,313 restricted shares earned in 2022 and granted in November 15, 2022 to each independent director as part of their compensation calculated at the closing price on the day of the grant. | |
| 3. Mr. Smith deferred a portion of his compensation under a Non-Qualified Deferred Compensation arrangement. This deferred arrangement is funded entirely by the director and the funds are invested and remain in our name until the director withdraws them upon his resignation, retirement, or termination from Board membership. Mr. Smith assumes the investment risk on these funds and holds the status of an unsecured creditor of our Company for the payment of these deferred fees at a future date. | |
| Compensation Discussion and Analysis | |
| 2019 | | | | 2020 | | | | 2021 | | | | 2022 | |
| 96.4% | | | | 93.8% | | | | 96.0% | | | | 96.3% | |
| Institution Name | | | | Ticker | |
| Arrow Financial Corporation | | | | AROW | |
| Bankwell Financial Group, Inc. | | | | 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 | |
| PERFORMANCE YEAR 2022 COMPENSATION COMPONENTS | | |||
| DESCRIPTION | | | HOW IT PAYS | |
| Base Salary | | | Salary/wages are paid on a standard, Company-wide schedule of 26 pay periods throughout the year | |
| Annual Cash Incentive | | | Awarded annually, subject to Board-approved formulas for Company-wide, and group-specific performance measures. | |
| Equity Incentives | | | Comprised of three-year performance based Restricted Stock Units- and time-based Restricted Stock Awards. All subject to holding requirements in accordance with our stock ownership guidelines. | |
| Executive Benefits | | | Executive 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. | |
| 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 | | |
| 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 | | |
| 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. Adjusted net income is reflected in the non-GAAP table located in the Management Discussion and Analysis section of our Annual Report on Form 10-K filing for the year ending December 31, 2022 (the “10-K”). Additional adjustments may be made based on approval by the Compensation and Human Resources Committee. Adjusted net income includes but is not limited to gain or losses on sales of securities, extinguishment of debt, sales of premises and equipment, and other real estate owned. Non-recurring charges reflected in acquisition, conversion, and other expenses are also included. | |
| 2. Non-Performing Loans (NPLs) include all loans on non-accrual status as of December 31, 2022 as measured against total loans | |
| 3. Efficiency ratio is a non-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 Reconciliation of Non-GAAP measures for further details in the 10-K. | |
| 4. Strategic initiatives include, but are not limited to, M&A activity, balance sheet strategies, restructuring initiatives, and long-term strategic development that positions for long-term performance consistency. | |
| 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% | | |
| Participants | | | | Total LTI Target (% of Salary) | | |||
| CEO/President | | | | | | 65% | | |
| EVP/CFO | | | | | | 40% | | |
| All other members of the senior executive team | | | | | | 35% | | |
| 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 | | |
| Metrics | | | | Threshold | | | | Target | | | | Stretch | |
| 3-year average Core ROA—relative to Custom Industry Index | | | | 25th percentile | | | | 50th percentile | | | | 75th percentile | |
| 3-year average Core ROE—relative to Custom Industry Index | | | | 25th percentile | | | | 50th percentile | | | | 75th percentile | |
| Payout | | | | 50% | | | | 100% | | | | 150% | |
| | | | Brendan J. O’Halloran, Chair Matthew L. Caras | | | | | | David M. Colter Kenneth E. Smith David B. Woodside | | | | |
| NAME AND PRINCIPAL POSITION | | | | YEAR | | | | BASE SALARY RECEIVED1 | | | | SIGN ON BONUS4 | | | | STOCK AWARDS2 | | | | NON-EQUITY INCENTIVE PLAN COMPENSATION | | | | ALL OTHER COMPENSATION3 | | | | TOTAL ($) | | |||||||||||||||||||||
| Curtis C. Simard 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 | | | ||||
| Josephine Iannelli 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 | | | ||||
| Marion Colombo 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 | | | ||||
| John M. Mercier 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 | | | ||||
| Jason Edgar 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. Included in salary amounts for each NEO are monies they deferred pursuant to our 401(k) Plan, which allows our employees and employees of our wholly owned subsidiaries to defer monies from their compensation, subject to applicable limitations in Code Section 401(k), and amounts deferred pursuant to our Section 125 Cafeteria Plan providing health, life, and disability insurance benefits. Employees, including NEOs, are paid on a bi-weekly basis. | |
| 2. The amounts reported in this column represent performance awards granted to the NEOs under the Long-Term Incentive 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, 2022 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 reported 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 2022 grant date awarded for the 2022-2024 performance period, assuming that the highest levels of 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. “All Other Compensation” 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. | |
| 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. Membership Dues include payment of membership or participation fees to fitness, country club, or similar organizations. | |
| | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | | Estimated future payouts under equity incentive plan awards2 | | | | All other stock awards: Number of stock units3(#) (j) | | | | Grant date fair value of stock awards4 (#) (k) | | ||||||||||||||||||||||||||||||||||||||||
| Name (a) | | | | Grant Type (b) | | | | Grant Date (c) | | | | Threshold ($) (d) | | | | Target ($) (e) | | | | Stretch ($) (f) | | | | Threshold (#) (g) | | | | Target (#) (h) | | | | Stretch (#) (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. The Annual Incentive Program detail in columns (d), (e), and (f) represents the possible payouts ranges based on the relevant performance level for the calendar year ended December 31, 2022. More information regarding the terms of the Annual Incentive Program can be found in the Compensation Discussion and Analysis. | |
| 2. Amounts in columns (g), (h), and (i) represent the number of shares subject to performance-vested awards granted in 2022 under the 2019 Equity Plan. More information regarding the terms of the performance-vested awards can be found in the Compensation Discussion and Analysis. | |
| 3. Represents the number of shares subject to time-vested awards granted to NEOs in 2022 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. Fair values of performance awards in column (k) are determined based on Target performance level. | |
| | | | | STOCK AWARDS | | ||||||||||||||||||||||||
| NAME (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) | | ||||||||||||
| 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. Amounts in column (b) represent shares subject to time-vested awards payable in 2023, 2024 and 2025. The amount in column (c) represents the total value of those shares at December 31, 2022 at the closing price of $32.04 per share. | |
| 2. Amounts in column (d) represent shares subject to time-vested awards payable in 2023, 2024, and 2025 if paid at Stretch level. The amounts in column (e) represent the total value of those shares at December 31, 2022 at the closing price of $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. | |
| | | | | STOCK AWARDS1 | | ||||||||||
| NAME | | | | NUMBER OF SHARES ACQUIRED ON VESTING | | | | VALUE 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. This represents the number and dollar value, respectively, of restricted time-vested shares issued in 2022 to NEOs under the 2019-2021, 2020-2022 and 2021-2023. There were no performance shares issued under the 2019-2021 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 and performance-vested awards must be held for a period of three years after vest, or in alignment with our stock ownership guidelines. | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial $100 Fixed Investment Based On: | | | | | | | | | | | | | | | | ||||||||||
| Year (a) | | | | Summary Comp for Principal Executive Officer (PEO) (b)1 | | | | Comp Actually Paid to PEO (c)2 | | | | Average Summary Comp for Other Named Executive Officers (NEOs) (d)3 | | | | Average Comp Actually Paid to Other NEOs (e)4 | | | | Total Shareholder Return (TSR) (f)5 | | | | TSR of Peer Group (g)6 | | | | Net Income (in thousands) (h)7 | | | | Company 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% | | |
| 1. The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Simard (our CEO) for each corresponding year in the “Total” column of the Summary Compensation Table. | |
| 2. The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Simard, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Simard during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Simard’s total compensation for each year to determine the compensation actually paid: | |
| Year | | | | Reported Summary Compensation Table Total for PEO | | | | Reported Value of Equity Awards(a) | | | | Equity Award 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 | | |
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. | |
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: | |
| 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 | | |
| 3. The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Simard, who has served as our CEO since 2013) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Simard), including for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Josephine Iannelli, Marion Colombo, John M. Mercier, and Jason Edgar; and (ii) for 2021 and 2020, Josephine Iannelli, Richard B. Maltz, Marion Colombo, and John M. Mercier. | |
| 4. The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Simard), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Simard) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Simard) for each year to determine the compensation actually paid, using the same methodology described above in Note 2: | |
| 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 | | |
| 5. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. | |
| 6. Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Compensation Peer Group. Our Compensation Peer Group for the 2022 reporting year is disclosed under the heading “Market Benchmarking and Performance Comparisons” and found on page 38 of this proxy statement. Our Compensation Peer Group for the 2021 and 2020 reporting years are disclosed under the heading “Market Benchmarking and Performance Comparisons” on Form DEF14A dated April 1, 2022 and on Form DEF14A dated April 1, 2021, respectively. | |
| 7. The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. | |
| 8. This is a non-GAAP measure that excludes gains or losses on sale of securities, gains or losses on sale of premises and equipment, gains or losses on other real estate owned, losses on extinguishments of debt, acquisition, conversion and other non-recurring expenses, net of tax. | |
| 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 | | | | | | | — | | | | | | | — | | | | | | | — | | |
| Termination Without Cause or With Good Reason—In Connection with Change in Control1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | | |
| 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. The termination of employment is in connection with a change in control if (i) for Mr. Simard and Ms. Iannelli, it occurs in anticipation of, or within 12 months after, a change in control, and (ii) for the other named executive officers, it occurs within 12 months after a change in control. | |
| CEO Pay Ratio | |
| 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 | | |
| PROPOSAL 2 ADVISORY APPROVAL OF 2022 EXECUTIVE COMPENSATION | |
| OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THIS NON-BINDING, ADVISORY PROPOSAL REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | |
| PROPOSAL 3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | |
| OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR “ONE YEAR” AS TO THE FREQUENCY FOR HOLDING ADVISORY VOTES ON OUR NAMED EXECUTIVE OFFICER COMPENSATION | |
| Proposal 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 | | |
| 1. Includes services relating to the audit of annual consolidated financial statements, review of quarterly consolidated financial statements, statutory audits, comfort letters, and consents and review of documentation filed with SEC-registered and other securities offerings. | |
| 2. Includes services related to assistance with general accounting matters, work performed on acquisitions and divestitures, employee benefit plan audits and assistance with statutory audit matters. | |
| Other Matters | |
| David M. Colter, Chair Steven H. Dimick Daina H. Belair | | | Debra B. Miller Scott G. Toothaker | |