Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | BAR HARBOR BANKSHARES |
Entity Central Index Key | 0000743367 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis.” The following tables set forth information concerning the compensation of our NEOs for the fiscal years ending December 31, 2020, 2021, and 2022. Value of Initial $100 Year (a) Summary (b) 1 Comp (c) 2 Average (d) 3 Average (e) 4 Total (f) 5 TSR (g) 6 Net Income (h) 7 Company (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 Reported Value of (a) Equity Award (b) Compensation 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 Year over Fair Value Year over Value of Total Equity 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 Average Average Average 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 Average Average Average Average Total 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. | ||
Company Selected Measure Name | Adjusted Return on Assets | ||
Named Executive Officers, Footnote [Text Block] | 3. | ||
Peer Group Issuers, Footnote [Text Block] | 6. | ||
PEO Total Compensation Amount | $ 1,809,632 | $ 1,661,531 | $ 1,577,467 |
PEO Actually Paid Compensation Amount | $ 1,889,352 | 1,970,250 | 1,495,406 |
Adjustment To PEO Compensation, Footnote [Text Block] | 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 Reported Value of (a) Equity Award (b) Compensation 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 Year over Fair Value Year over Value of Total Equity 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 | ||
Non-PEO NEO Average Total Compensation Amount | $ 745,898 | 618,349 | 704,049 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 750,137 | 720,925 | 674,936 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | 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 Average Average Average 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 Average Average Average Average Total 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 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | PEO and Non-PEO Compensation Actually Paid and TSR and Peer TSR | ||
Compensation Actually Paid vs. Net Income [Text Block] | PEO and Non-PEO Compensation Actually Paid and Net Income | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | PEO and Non-PEO Compensation Actually Paid and Adjusted Return on Assets | ||
Tabular List [Table Text Block] | Key Performance Measurements The Company considers the following the most important financial performance measures it used to link executive compensation actually paid to its NEOs, for the most recently completed fiscal year, to company performance: • Net income • Adjusted net income (non-GAAP) 8 • Adjusted return on assets (non-GAAP) 8 • Adjusted return on equity (non-GAAP) 8 • Non-performing loans to total loans ratio • Efficiency ratio 8 | ||
Total Shareholder Return Amount | $ 142.65 | 124.33 | 93.93 |
Peer Group Total Shareholder Return Amount | 108.65 | 108.25 | 82 |
Net Income (Loss) | $ 43,557,000 | $ 39,299,000 | $ 33,244,000 |
Company Selected Measure Amount | 1.17 | 1.1 | 0.93 |
PEO Name | Mr. Simard | Mr. Simard | Mr. Simard |
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Net income | ||
Non-GAAP Measure Description [Text Block] | 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. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted net income (non-GAAP) | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted return on assets (non-GAAP) | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted return on equity (non-GAAP) | ||
Measure [Axis]: 5 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Non-performing loans to total loans ratio | ||
Measure [Axis]: 6 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Efficiency ratio | ||
PEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Awards | $ (541,994) | $ (438,555) | $ (425,764) |
PEO [Member] | Total Net Adjustments For Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 621,714 | 747,274 | 343,703 |
PEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 609,529 | 563,634 | 501,690 |
PEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 92,097 | 140,525 | (84,420) |
PEO [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (79,837) | ||
PEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (9,968) | 43,115 | (73,567) |
PEO [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 9,893 | ||
Non-PEO NEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Awards | (155,940) | (99,138) | (138,261) |
Non-PEO NEO [Member] | Total Net Adjustments For Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 160,179 | 201,714 | 109,148 |
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 175,371 | 169,883 | 155,730 |
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 11,604 | 19,643 | (12,361) |
Non-PEO NEO [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (28,446) | ||
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,196) | $ 12,188 | $ (34,221) |
Non-PEO NEO [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 2,846 |