TABLE OF ~~SHAREHOLDERS~~
~~TO BE HELD MAY 18, 2021~~


~~TIME AND DATE:~~Notice of Annual Meeting of Shareholders

				WHEN: 9:00 a.m., ~~Eastern Time,~~ EDT, Tuesday, May ~~18, 2021~~
~~RECORD DATE:~~17, 2022		~~March 16, 2021~~

~~You are eligible to vote at the Annual Meeting if you were a shareholder of record as of the close of business on March 16, 2021.~~

~~ATTENDANCE:~~

~~Shareholders of record as of the record date may participate in the Annual Meeting by:~~


~~By Webcast~~:	~~On the Internet,~~ a~~ccess~~ ~~www.virtualshareholdermeeting.com/BHB2021~~ ~~and enter the 16-digit control number~~ ~~included on your proxy card~~
~~In Person~~:		WHERE: Bar Harbor ~~Bank & Trust~~Club ~~82 Main~~111 West Street Bar Harbor, Maine	RECORD DATE: March 15, 2022

~~ITEMS OF BUSINESS:~~

1.: ~~Elect the 12 nominees as Directors~~
2.: ~~Approve, by a "Say on Pay" advisory vote, our 2020 executive compensation as set forth in the proxy statement for the Annual Meeting~~
3.: ~~Ratify the appointment of RSM US LLP as our independent registered public accounting firm for 2021~~

~~In addition, any other business properly presented may be acted upon at the meeting.~~

This meeting is being held for the following purposes:

Item 1:
Elect 12 nominees as Directors

Item 2:
Approve, by a “Say on Pay” advisory vote, our 2021 executive compensation as set forth in the proxy statement for the Annual Meeting

Item 3:
Ratify the appointment of RSM US LLP as our independent registered public accounting firm for 2022

In addition, any other business properly presented may be acted upon at the meeting.

PROXY VOTING:

Your vote is important. You may vote your shares:

•

Over the Internet at www.proxyvote.com

~~www.proxyvote.com~~•

•

By telephone at ~~1-800-690-6903~~ 1 800 690 6903

•

By email to bhb@allianceadvisors.com with your full name and shares ~~owned. For~~owned (for non-institutional investors ~~only~~ only)

•

At our Annual Meeting, ~~either by webcast or~~ in person

•

By mailing your completed proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717

We urge you to vote your shares soon. Submitting a proxy card will not prevent you from participating in the Annual Meeting and voting by webcast or in person.

ANNUAL MEETING ADMISSION:

~~To participate~~

Please note that the health of our shareholders and ~~vote at~~colleagues is important to us. If you are not vaccinated and plan to attend the ~~meeting by webcast, log on to www.virtualshareholdermeeting.com/BHB2021~~Annual Meeting we ask that you respect the health and ~~enter~~safety of your fellow shareholders and wear a face covering.

For security reasons, a picture ID will be required if you attend the ~~16-digit control number located on your proxy card.~~Annual Meeting in person. If your shares are not registered in your name, ~~for example, if they~~appropriate documentation from the shareholder of record is required to vote at the Annual Meeting. Examples include a broker’s statement, letter or other document that confirms your beneficial ownership of the shares. If shares are held ~~with a broker in "street name," then you are a beneficial owner. Beneficial owners may participate~~ by ~~webcast with their 16-digit control number. Beneficial owners must obtain a legal proxy from their~~your broker, bank or ~~other~~another party as a nominee ~~to vote during~~or agent, you should follow the ~~meeting.~~

In view of the continuing risks associated with the COVID-19 pandemic, we strongly encourage shareholders to participate remotely. If shareholders choose to attend in person, for security reasons, please bring a valid form of photo identification to the Annual Meeting. Beneficial owners will need to also bring appropriate documentation to attend and vote.instructions provided by that party. We may refuse admission to anyone who is not a shareholder or does not comply with these requirements.

A list of ~~record.~~

~~Any shareholder who attends the annual meeting in person will be required~~shareholders entitled to follow social distancing guidelines and wear a mask or cloth face covering in accordance with the requirements of applicable laws, orders and the meeting venue, and may be subject to additional health screening requirements. No masks, face coverings or other personal protective equipment will be provided at the meeting. While we are implementing measures to reduce the risks of COVID-19 transmissionvote at the Annual Meeting ~~we cannot guarantee your safety due to~~will be available for inspection by any shareholder of Bar Harbor Bankshares following the ~~nature of~~record date and will remain available for inspection throughout the ~~virus.~~

Annual Meeting or any adjournment.

Additionally, due to the public health risks, if shareholders attend in person in a number that we determine may present a public health risk to the attendees, the Board of Directors reserves the right to adjourn the meeting to a later date.

By Order of the Board of Directors

Kirstie A. Carter, Corporate Clerk

April 1, ~~2021~~

2022

The deadline for transmitting Internet, telephone, and email voting is up until 11:59 p.m. Eastern Time on May 17, 2021 for shares held directly and by 11:59 p.m. Eastern Time on May 13, 2021 for shares held in a Plan. Please have your proxy card in hand when utilizing these other forms of voting.

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 18, 2021: Our proxy statement and Annual Report are available at~~ ~~www.barharbor.bank~~ ~~under our Shareholder Relations section.~~

~~Table of Contents~~

~~TABLE OF CONTENTS~~

The deadline for transmitting Internet, telephone, and email voting is 11:59 p.m. EDT on May 16, 2022 for shares held directly and by 11:59 p.m. EDT on May 12, 2022 for shares held in a Plan. Please have your proxy card in hand when utilizing these alternate forms of voting.

TABLE OF CONTENTS

Proxy Summary

~~PROXY STATEMENT~~
~~2021 ANNUAL MEETING OF SHAREHOLDERS~~

This summary highlights certain information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider. You should read the entire proxy statement carefully before voting.

ANNUAL MEETING OF SHAREHOLDERS


~~Time and date:~~Record Date		~~9:00 a.m., Eastern Time, on Tuesday, May 18, 2021~~
~~Record date:~~		Close of business on March ~~16, 2021~~15, 2022
~~Attendance:~~		~~Shareholders as of the record date may participate in the Annual Meeting:~~
Voting		~~By Webcast~~: ~~On the Internet, access~~ ~~www.virtualshareholdermeeting.com/BHB2021~~ ~~and enter the 16-digit control number included on your proxy card~~
		~~In Person~~:		~~Bar Harbor Bank & Trust~~ ~~82 Main Street~~ ~~Bar Harbor, Maine~~
~~How to vote:~~		~~Over the Internet at~~ ~~www.proxyvote.com~~, by telephone at 1-800-690-6903, by webcast or in person at the Annual Meeting, by email at bhb@allianceadvisors.com, or by mail addressed to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The deadline for transmitting Internet, telephone, and email voting is up until 11:59 p.m. Eastern Time on May 17, 2021 for shares held directly and by 11:59 p.m. Eastern Time on May 13, 2021 for shares held in a Plan. Please have your proxy card in hand when utilizing these other forms of voting.
~~Votes~~		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 ~~outstanding~~ as of record ~~date:~~date		~~14,945,097~~	15,012,606 shares

By Internet
www.proxyvote.com

By Telephone
1 800 690 6903

In Person
Bar Harbor Club
111 West Street
Bar Harbor, Maine

By Email
bhb@allianceadvisors.com

By Mail
Vote Processing,
c/o Broadridge,
51 Mercedes Way,
Edgewood, NY 11717.

VOTING MATTERS

Proposal

Board

Page

Item 1
Election of 12 Directors

FOR EACH NOMINEE

Item 2
Approval, as an advisory vote, of our 2021 executive compensation (“Say on Pay”)

~~2021 PROXY STATEMENT~~

FOR

~~Page 1~~

Item 3

Ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2022

FOR

~~Table of Contents~~

~~PROXY SUMMARY~~

The Notice of Annual Meeting, proxy statement and proxy card were first mailed to our shareholders on or about April 1, ~~2021.~~

2022.

2022 PROXY STATEMENT

Page 1

TABLE OF CONTENTS

Proxy Summary

Shares represented by properly executed proxies, including unmarked proxies, will be voted "“FOR"” each of the director nominees identified in Proposal 1 and "“FOR"” Proposals 2 and 3. Our Board knows of no business other than the matters described in this proxy statement that will be presented at the Annual Meeting. To the extent that matters not known at this time may properly come before the Annual Meeting, absent instructions ~~thereon~~ to the contrary, the enclosed proxy will confer discretionary authority with respect to such other matters. It is the intention of the persons named in the proxy to vote in accordance with the recommendations of the Board.

VOTING PROCEDURES AND METHOD OF COUNTING VOTES

Quorum Requirements

The presence at the Annual Meeting, either in person, by webcast or by proxy, of the holders of not less than a majority of the shares entitled to vote at the Annual Meeting will constitute a quorum. Shareholders who attend the annual meeting may revoke their proxy and vote at the meeting if they choose to do so. If there is no quorum, the holders of a majority of shares present at the Annual Meeting in person, by webcast or represented by proxy may adjourn the Annual Meeting to another date.

Voting Rights

Each share is entitled to cast one vote for each matter to be voted on at the meeting. Cumulative voting is not permitted.

Broker Non-Votes

A broker non-vote occurs when a broker or other nominee holder, such as a bank, submits a proxy representing shares that another person owns. Specifically, that person has not provided voting instructions to the broker or other nominee holder. Brokers who hold their ~~customers'~~customers’ shares in ~~"street~~“street name,"” under the applicable rules of the NYSE American and other self-regulatory organizations of which the brokers are members, may sign and submit proxies for these shares and may vote these shares on

routine matters, which typically include the ratification of the appointment of our independent registered public accounting firm.

Votes Required for Election or Approval

Proposal 1: Election of Directors

Each director will be elected by a plurality of the votes cast at the Annual Meeting by shareholders present by webcast, in person or represented by proxy and entitled to vote. This means that individuals who receive the largest number of "“FOR"” votes will be elected as directors. A ~~"withhold"~~“withhold” vote will have no effect on the vote. Brokers do not have discretionary authority to vote shares on this proposal and broker non-votes will have no effect on the vote.

Proposal 2: Advisory Approval of ~~2020~~2021 Executive Compensation

The advisory vote to approve our ~~2020~~2021 named executive ~~officers'~~officers’ compensation must be approved by a majority of the votes cast at the Annual Meeting by the shareholders present by webcast, in person or represented by proxy and entitled to vote. Abstentions will have no effect on the outcome of the vote because they do not count as ~~"votes cast".~~“votes cast.” Brokers do not have discretionary authority to vote shares on this proposal and broker non-votes will have no effect on the vote.

Proposal 3: Ratification of ~~2021~~2022 Independent Auditor

The ratification of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2021~~2022 must be approved by a majority of the votes cast at the Annual Meeting by the shareholders present by webcast, in person or represented by proxy and entitled to vote. Abstentions will have no effect on the outcome of the vote because they do not count as ~~"votes cast".~~“votes cast.” Because this proposal is considered a routine matter, discretionary votes by brokers will be counted.

~~Participation in Virtual Webcast of Annual Meeting:~~

In accordance with Maine law which does not allow virtual only shareholder meetings, the Annual Meeting will be held in-person at Bar Harbor Bank & Trust, 82 Main Street, Bar Harbor, Maine. In view of the continuing public health impact of the COVID-19 pandemic and in keeping with the recommendations of the U.S. Centers for Disease Control and Prevention, we strongly encourage shareholders to participate remotely through the virtual webcast and discourage anyone from participating in person due to the potential public health risks involved. Voting without attending the meeting in person has never been easier, with the options to vote via the Internet, email, and telephone being widely available, in addition to mailing in completed and signed proxy cards. If shareholders attend in person in a number that we determine may present a public health risk to the attendees, we reserve the right to adjourn the meeting to a later date. Any shareholder who attends the annual meeting in person will be required to follow social distancing guidelines and wear a mask or cloth face covering in accordance with the requirements of applicable laws, orders and the meeting venue, and may be subject to additional health screening requirements. No masks, face coverings or other personal protective equipment will be provided at the meeting. While we are implementing measures to reduce the risks of COVID-19 transmission at the Annual Meeting, we cannot guarantee your safety due to the nature of the virus.

The live audio webcast of the Annual Meeting will be available for listening by the general public, but participation in the Annual Meeting, including voting shares and submitting questions, will be limited to shareholders. To ensure they can participate, shareholders and proxyholders should visit www.virtualshareholdermeeting.com/BHB2021 and enter the 16-digit control number included on their Notice of Internet Availability of Proxy Materials or proxy card. If you wish to participate in the meeting and your shares are held in street name, you must obtain, from the broker, bank or other organization that holds your shares, the information required, including a 16-digit control number, in order for you to be able to participate in, and vote at, the Annual Meeting.

2022 PROXY STATEMENT

Page 2

TABLE OF CONTENTS

ENVIRONMENTAL, SOCIAL AND GOVERNANCE



	Environmental, Social and Governance


~~Page 2~~		~~2021 PROXY STATEMENT~~

~~Table of Contents~~

~~PROXY SUMMARY~~

Shareholders can vote their shares and submit questions via the Internet during the Annual Meeting by accessing the annual meeting website at www.virtualshareholdermeeting.com/BHB2021. We will answer any timely submitted questions on a matter to be voted on at the Annual Meeting before voting is closed on the matter. Following adjournment of the formal business of the Annual Meeting, we will address appropriate general questions from shareholders regarding Bar Harbor Bankshares in the order in which the questions are received. Questions relating to shareholder proposals or Bar Harbor Bankshares may be submitted in the field provided in the web portal at or before the time the questions are to be discussed. All questions received during the Annual Meeting will be presented as submitted, uncensored and unedited, except that we may omit certain personal details for data protection issues and we may edit profanity or other inappropriate language. If we receive substantially similar questions, we will group those questions together and provide a single response to avoid repetition.

~~Online check-in to the Annual Meeting webcast will begin at 8:45 a.m., Eastern time, and you should allow ample time to log in to the meeting webcast and test your computer audio system.~~

During online check-in and continuing through the length of the Annual Meeting, we will have technicians standing by to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the Annual Meeting during the check-in or at meeting time, you should call the technical support number available at www.virtualshareholdermeeting.com/BHB2021.

We have designed our virtual format to enhance, rather than constrain, shareholder access, participation and communication. For example, shareholder will be able to communicate with us during the Annual Meeting so they can ask questions. An audio replay of the Annual Meeting will be made publicly available at https://www.barharbor.bank/shareholder-relations until our 2022 annual meeting of shareholders.

This audio replay will include each shareholder question addressed during the Annual Meeting. The virtual webcast platform is expected to accommodate most, if not all, shareholders. We will test the platform technology before going "live" for the Annual Meeting webcast.


		~~2021 PROXY STATEMENT~~		~~Page 3~~

~~Table of Contents~~

~~ENVIRONMENTAL AND SOCIAL GOVERNANCE~~

~~Environmental and Social Governance~~

Our Environmental, Social and Governance ~~(ESG)~~(“ESG”) practices embody our commitment to the people and places we serve. Through these principled business practices, we remain committed and connected to our recognized corporate culture of positively impacting society.

In early 2021, we published our initial Environmental, Social, and Governance Report which highlights our progress on a variety of ESG topics and is aligned with GRI and SASB frameworks. This Report will guide our strategies and reporting as we move forward on our ESG journey. ~~Following the core~~Core values that drive our culture, actions and behaviors, ~~actions~~ both ininside and outside of the workplace, are fundamental in everything we do. This sets us apart and allows us to achieve our goals to generate a consistent value for our customers, employees, communities and shareholders. Our 2021 Environmental, Social and Governance Report can be found at www.barharbor.bank/esgreport2021.

~~www.barharbor.bank/esgreport2021~~In 2021, we formed a dedicated Environmental, Corporate Social Responsibility, and Governance Committee (“ESGC”), to provide leadership, oversight, and guidance in assisting us to further develop our action plans with regard to:

.•

Environmental

•

Health and Safety

•

Corporate Social Responsibility

•

Sustainability

•

Corporate Governance

•

Reputation

•

Diversity

•

Equity and Inclusion

•

Community Issues

•

Political Contributions

•

Lobbying

•

Other public policy matters relevant to the Company (collectively, “ESG Matters”)

The Governance Committee of our Board of Directors provides the ultimate oversight and direction of all ESG related matters including the activities of the ESGC. This dedicated ESGC is structured as a sub-committee of our Enterprise Risk Management Committee and aligns with the Board’s Risk Committee for additional guidance. Our Board is engaged and invested at all levels in the long-term sustainability of our business and fulfilling our shareholder interests.

Our Employees

We strive to create and maintain an employment environment that attracts and rewards the best talent available, encouraging diversity in hiring practices in the communities in which we do

business. We provide competitive compensation and benefits to our employees, and we offer opportunities through training and development. We are committed to maintaining a workplace where all employees feel valued for their contributions and fully engaged with our business. We believe that a workforce bringing together diverse perspectives, ideas and experiences based on competencies leads to stronger financial performance and retention of the best talent.

Our Communities

Our strong commitment to our communities is underscored in our brand promise:

~~Bar Harbor Bank & Trust is a true community Bank. We recognize, appreciate, and support the unique people and culture in the places we call home.~~

Bar Harbor Bank & Trust is a true community Bank. We recognize, appreciate, and support the unique people and culture in the places we call home.

We share these commitments during the onboarding experience for our new employees and through volunteer opportunities in the communities we serve. In addition to many volunteer hours dedicated, we proudly promote a higher quality of life in the communities we serve and encourage our employees to participate in a charitable fund distributed throughout our region. We also support our employees volunteering their time and talents in the communities where they live and work. We provide paid time off to specifically serve in the community. This community involvement is part of our required brand behaviors and ~~as such~~ is incorporated into our annual performance reviews.

Environmental Sustainability

We are committed to pursuing initiatives that are smart for our business and good for the environment. We have continually focused on meaningful initiatives that are aligned with our business goals to help reduce our environmental impact, drive operational cost reductions and demonstrate our ongoing commitment to environmental sustainability. Some of our key initiatives include increasing energy efficiency, reducing carbon waste, recycling, and reduction in paper usage and storage.

Governance

We are committed to assuring and maintaining transparent governance through best board governance practices, which are subject to continuous ~~review as such practices evolve.~~review. We maintain strong risk oversight in management and at the Board level. We have ongoing dialogue with our shareholders, regulators, customers and employees. Our Board embodies diversity, inclusion and mutual respect with a wide variety of business expertise.

We believe operating our business responsibly and ethically puts us in a position to address the interests of our stakeholders while also creating long-term value for our shareholders. We remain focused on continuing to advance these programs and making a positive, sustainable impact on the communities in which we live and conduct our business.

2022 PROXY STATEMENT

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TABLE OF CONTENTS

CORPORATE GOVERNANCE



		Corporate Governance


~~Page 4~~		~~2021 PROXY STATEMENT~~

~~Table of Contents~~

~~CORPORATE GOVERNANCE~~

~~Corporate Governance~~

Board Committees

TABLE OF CONTENTS

CORPORATE GOVERNANCE

Key responsibilities include, but isare not limited to, internal controls over financial reporting, credit risk, interest rate risk, liquidity risk, operational risk, data and cybersecurity risk, compensation risk, reputational risk, and compliance risk.

The Board Risk Committee meets at least monthly and receives regular presentations and reports throughout the year on data, cybersecurity, ~~and~~ information security risk from ~~management.~~management, and on all matters involving risk including those aforementioned. These presentations and reports address a broad range of topics including updates on technology trends, regulatory developments, legal issues, policies and practices, ~~the threat of environment and~~external threats, vulnerability assessments, and specific and ongoing efforts to prevent, detect, and respond to internal and external critical threats.

In addition, the Board Risk Committee reviews and discusses ~~on a quarterly basis Bar Harbor Bank and Trust's~~our bank-wide risk assessment. The resulting risk assessment is aggregated, shared and discussed with the Board at least annually. In addition to monthly Board reports, our Board receives real-time reports from our Chief Risk Officer on key developments across the industry, as well as specific information about peers, vendors, and other significant incidents. In ~~2020,~~2021, the Committee held a

total of 12 meetings. Our state-of-the-art information security programs enable us to monitor and promptly respond to threats and incidents, and innovate and adopt new technologies, as appropriate. The Board Risk Committee shares ~~the Company's~~our goal that each employee be responsible for information security, data security, and proven cybersecurity practices.

The Board Risk Committee also ~~sets~~approves loan policy, establishes credit authorities, and approves or ratifies all extensions of credit to borrowers with loan relationships over $5 million, and regularly reviews credit trends, delinquencies, non-performing loans, charged-off loans, and ~~management's~~management’s quarterly assessment of the adequacy of the ~~Loan Loss reserve.~~allowance for Credit Loss. The Board Risk Committee, in conjunction with the Audit Committee, reviews reports prepared by an independent loan review firm, as well as those issued by our ~~Internal Audit~~internal audit team to assist in their on-going assessment of credit risk.

Compensation and Human Resources Committee

Our Compensation and Human Resources Committee manages executive officer and director compensation, including incentive compensation risk. This Committee has engaged ~~Pearl Meyer &~~Meridian Compensation Partners, LLC or ~~"Pearl Meyer,"~~“Meridian,” an independent compensation consultant, to provide competitive market data and research into compensation best practices to guide the decisions of the Committee. Pearl Meyer Partners served as the Committee’s compensation advisor in determining 2021 target compensation. Going forward, Meridian will replace Pearl Meyer as our compensation consultant. The Committee reviews compensation matters with the assistance of our Board Risk Committee. These results are reviewed by the Board to ensure incentive plans for executive management and other officers discourage excessive risk-taking.

In 2021, the Committee held a total of 5 meetings.

2022 PROXY STATEMENT

Page 5


~~Page 6~~		~~2021 PROXY STATEMENT~~

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CORPORATE GOVERNANCE

~~Table of Contents~~

Board Committees

Our Board has five standing committees—Executive, Audit, Compensation and Human Resources, Governance, and Board Risk. Charters describing the responsibilities of the Audit, Compensation and Human Resources, and Governance Committees can be found on our website at www.barharbor.bank under the Shareholder Relations page. The Board Risk Committee is discussed on ~~page 6.~~pages 4 and 7.

Our Board committees regularly make recommendations and report on their activities to the full Board. Each committee may obtain advice from internal or external financial, legal, accounting, or other advisors at their discretion. Our Board, considering the recommendations of our Governance Committee, reviews our committee charters and committee membership at least annually. The duties of our Board committees are summarized below.


Executive Key Responsibilities
~~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 • ~~Appointed~~ Committee members appointed by the Board after the Annual Meeting of Shareholders Members: Matthew Caras, Martha Dudman, Lauri Fernald, Curtis Simard, Kenneth Smith, Scott Toothaker and David Woodside (Chair) ~~2020~~ 2021 Meetings: 2 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 ~~or SEC;~~(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~~
			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 ~~or Exchange Act~~
	(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, David Colter, Steven Dimick, ~~Brendan O'Halloran~~ and Scott Toothaker (Chair)
		~~2020~~ 2021 Meetings: 4
		See Appendix A for the Report of the Audit Committee.

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CORPORATE GOVERNANCE


		~~2021 PROXY STATEMENT~~		~~Page 7~~

~~Table of Contents~~

~~CORPORATE GOVERNANCE~~



Compensation and Human Resources Key Responsibilities		~~Governance~~ ~~Key Responsibilities~~
• Oversees establishing, maintaining, and administering all compensation programs and employee benefit plans • Approves and recommends the ~~CEO's~~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 Independence/Qualifications • All committee members are independent under the NYSE American listing standards • Heightened independence requirements (same as those applicable to Audit Committee members under SEC rules) Members: Matthew Caras, David Colter, ~~Martha Dudman, Lauri Fernald,~~Brendan O’Halloran, Kenneth Smith (Chair) and David Woodside ~~2020~~ 2021 Meetings: 6 5 Further information regarding the Compensation and Human Resources Committee can be found in this proxy statement beginning under the caption ~~"Role~~“Role of the Compensation and Human Resources ~~Committee"~~Committee” on page ~~31.~~ 32.		Governance Key Responsibilities • Oversees the ~~Board's~~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~~ ~~Independence/Qualifications~~ 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, Matthew Caras, Steven Dimick, Martha Dudman, Brendan O’Halloran, and Lauri Fernald (Chair) ~~and David Woodside~~ ~~2020~~ 2021 Meetings: 4
	5



Board Risk Key Responsibilities
• Oversees risk governance structure • Reviews risk management, risk assessment guidelines, policies regarding market, credit, operational, liquidity, funding, capital, reputational, compliance • Reviews enterprise risk, as well as other risks as necessary to fulfill the ~~Committee's~~Committee’s oversight duties and responsibilities Independence/Qualifications • All committee members are independent under the NYSE American listing standards, with the exception of our President & CEO, Curtis Simard				• 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 (Chair), David Colter, Lauri Fernald, Brendan ~~O'Halloran,~~O’Halloran, Curtis Simard, Kenneth Smith, Stephen Theroux, Scott Toothaker, and David Woodside ~~2020~~ 2021 Meetings: 12 Further information regarding the Board Risk Committee can be found in this proxy statement beginning under the caption ~~"Board~~“Board Risk ~~Committee"~~Committee” on page 6
4.

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~~Page 8~~		~~2021 PROXY STATEMENT~~

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~~Table of Contents~~

CORPORATE GOVERNANCE

Compensation and Human Resources Committee Interlocks and Insider Participation

None of our Named Executive Officers or NEOs ~~(see listing on Page 30)~~ serves as a member of a Compensation and Human Resources Committee of any other company that has an executive officer serving as a member of our Board. No NEO serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Compensation and Human Resources Committee.

Board Risk Committee

Risk assessment and risk management are the responsibility of our ~~company's~~ senior management team. The Board Risk Committee is responsible for oversight and review. Oversight is, in part, conducted through the established Enterprise Risk Management Program and is administered by the ~~Bank's~~Bank’s Chief Risk ~~Officer, Richard B. Maltz.~~Officer. As part of the Enterprise Risk Management Program, information from the ~~BHBT's~~BHBT’s business lines is regularly collected and analyzed to identify, monitor, track, and report various risks within the ~~company.~~

organization.

Other Risk Oversight Committees

To assist our Board in fulfilling its risk management responsibilities, a network of management oversight committees has been established. These oversight committees have the delegated authority and specific duties to execute our risk management policy. Specifically, the committees listed below are responsible for the ongoing identification, measurement, monitoring, and management of risk.

•

Enterprise Risk Management Committee is responsible for reviewing and recommending for approval risk mitigation strategies, risk acceptance, as well as ongoing assessment

of the adequacy and effectiveness of internal

controls, and oversight of any risk mitigation plans. This committee ensures our company has an appropriate balance between business development objectives, risk tolerances, cost of internal control, operational efficiency, regulatory requirements and customer experiences.

•

Management Loan Committee oversees the management of credit risk related to the lending portfolio of the Bank and associated activities, including credit quality, loan production, credit delivery activities, credit policies, problem loan management, and the collection processes. This committee meets regularly and can approve aggregate loan exposure for borrowers up to $5 million.

•

Information Technology & Operations Steering Committee is responsible for developing and implementing our technology and operations strategies. This committee manages the implementation of operational risk management practices, including the development of internal policies, procedures and risk tolerance guidelines, assures the quality and performance of the ~~Bank's~~Bank’s project management practices, and ensures the ~~organization's~~organization’s operational objectives are achieved in a safe and sound manner.

•

Asset Liability Management Committee is responsible for the management of interest rate risk, liquidity risk, market risk, and capital adequacy levels, as well as developing strategies governing the effective management of our balance sheet and income statement.

We believe our risk management activities and detailed reports provide clear and concise information to our senior management team, as well as the Board to adequately evaluate compliance with our risk management programs and policies.

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CORPORATE GOVERNANCE

ISG Corporate Governance Framework

We follow the Investor Stewardship Group’s (ISG) Corporate Governance Framework for U.S. Listed Companies. The six ISG Principles and our corresponding practices are as follows:


	Principle 1: Boards are accountable to shareholders				• All Directors are elected annually by a majority of votes cast • 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 • We have majority voting in uncontested director elections, and directors not receiving majority support must tender their resignation for consideration by the Board
	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. Further information can be found in this proxy statement beginning under caption “Compensation Discussion and Analysis” on page 31

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		~~2021 PROXY STATEMENT~~		~~Page 9~~

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GOVERNANCE PROCEDURES AND RELATED MATTERS

Governance Procedures and Related Matters

Code of Conduct and Business Ethics

Our Code of Conduct and Business Ethics ~~or the Code~~(Code of ~~Conduct~~Conduct) applies to all our directors, executive officers, employees, contractors and consultants, and articulates our philosophy regarding ethical conduct in the workplace. The Code of Conduct establishes standards for behavior, including standards ~~with respect~~specific to compliance with laws and regulations, actual or potential conflicts of interest, fairness, insider trading, use of our ~~customers'~~customers’ information, and public and financial disclosure.

Our Code of Conduct also provides clear guidance on reporting concerns or offenses. Also, we have adopted a Code of Ethics for Senior Financial Officers that supplements the more general Code of Conduct and conforms to the requirements of the Sarbanes-Oxley Act of 2002 and NYSE American listing standards.

Any substantive changes in or waivers of ~~the~~our Code of Conduct granted to a Director, our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, must be disclosed within four business days by a posting on our website. In the case of a waiver of our Code of Conduct for any executive officer or director, the required disclosure also will be made available on our website within four business days of the date of such waiver. ~~The Company's~~Our corporate governance guidelines including the Code of Conduct and ~~Code of~~Business Ethics are available on our website at https://www.barharbor.bank/~~codes-and-charters~~about-us/shareholder-relations/

governance.

Securities and Insider Trading Policy

We maintain a Securities and Insider Trading Policy that applies to all our directors, executive officers, employees, contractors and consultants. The policy is designed to prevent insider trading, or even the appearance of insider trading, and to protect our reputation, integrity and ethical conduct. A copy of policy is available on our website at https://www.barharbor.bank/~~codes-and-charters~~about-us/shareholder-relations/governance.

Prohibition on Hedging

Our Securities and Insider Trading Policy prohibits directors, executive officers, employees, contractors and consultants from engaging in any hedging activity involving our securities.

Board Independence and Qualifications

Under NYSE American corporate governance standards, a majority of the Board must be ~~"independent directors"~~“independent directors” as defined in Section 803A of the NYSE American Rules. According to Section 803A, ~~"independent director"~~“independent director” means a person other than an executive officer or employee of our company. In addition, for a director to qualify as ~~"independent,"~~“independent,” the Board must affirmatively determine that the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that all the director-nominees listed in this

proxy statement meet the applicable independence standards

except for Curtis Simard, our President and Chief Executive Officer. Mr. Simard is not a member of the Audit, Compensation and Human Resources, or Governance Committee.

As noted, the Governance Committee identifies nominees to serve as directors primarily by accepting and considering the suggestions and nominee recommendations made by directors, management and shareholders. To date, the Governance Committee has not engaged any third parties to assist in identifying candidates for the Board. The Governance Committee considers a potential ~~candidate's~~candidate’s background, business and professional experience, demonstrated business acumen (including any requisite financial expertise or other special qualifications), ethical character, current employment, the ability to exercise sound business judgment, and a commitment to understand our company, our business and the industry in which we operate.

In addition, the Governance Committee considers a ~~candidate's~~candidate’s experience at a regulated financial institution and whether a candidate has sufficient time to devote to the responsibilities of being a director, their community service or other board service, as well as the racial, ethnic, and gender diversity of the Board. Candidates are subject to a background check and must be clear of any judgments or sanctions. The Governance Committee generally considers a ~~candidate's~~candidate’s qualifications with respect to these broad criteria and assesses whether the candidate can make decisions on behalf of or while representing us in a manner consistent with our stated business goals and objectives.

The Governance Committee will also consider the ~~candidate's "independent"~~candidate’s “independent” status in accordance with applicable regulations and listing standards. The Governance Committee will consider nominees recommended by shareholders. Any shareholder wishing to nominate a candidate for director must follow the procedures for submission of proposals ~~set forth~~defined in the section of this proxy statement entitled ~~"Nominations~~“Nominations by Shareholders and Other Shareholder Proposals."

”

Director Tenure

Each elected director serves until the next succeeding annual meeting and until his or her successor is elected or qualified or until his or her earlier resignation or removal from office. The Board has not established limits on the number of terms that may be served by a director. However, our Bylaws provide that directors will not be nominated for election or re-election after their ~~seventy-second~~72nd birthday except that the full Board may nominate candidates over 72 years of age for election or re-election for a single annual term for special circumstances as determined by the Board ~~to be for~~and in the ~~benefit~~best interests of shareholders. We believe ~~our~~the Bank’s best interests are served when the Board is represented by individuals who have developed, over time, valuable insight into our operations, businesses, as well as a profound understanding of our core values and goals toward community growth and prosperity.

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~~Page 10~~		~~2021 PROXY STATEMENT~~

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GOVERNANCE PROCEDURES AND RELATED MATTERS

Bar Harbor Trust Services and Charter Trust Company Committees

Our ~~company,~~Company, indirectly through BHBT, has two additional wholly-owned subsidiaries—Bar Harbor Trust Services, or BHTS, and Charter Trust Company, or CTC. BHTS and CTC have separate committees. These committees have identical memberships and are composed of: Daina Belair, Martha Dudman, Curtis Simard, Kenneth Smith and Stephen Theroux. These directors oversee both subsidiaries. Ms. Dudman serves as the Chair for both Committees. The BHTS and CTC committees provide oversight for these two entities that offer trust and wealth management services to clients.

CEO and Senior Management Succession Planning

Our Board oversees CEO and senior executive management succession planning which is formally reviewed at least annually. Our CEO and our Human Resources Officer provide our Board with recommendations and evaluations of potential CEO successors and review their development progress. Our Board reviews potential internal senior executive management candidates with our President and CEO and our Human Resources Officer, including the qualifications, experience, and development priorities for these individuals. Directors engage with potential candidates at Board and committee meetings and in less formal settings to allow directors to personally assess their qualifications.

Further, our Board periodically reviews the overall composition of our senior ~~management's~~management’s qualifications, tenure, and experience. Our Board also establishes steps to address emergency succession planning in extraordinary circumstances. Our emergency succession planning is intended to enable us to respond to unexpected position vacancies, including those resulting from a major catastrophe, by continuing our safe and sound operation and minimizing potential disruption or loss of continuity to our ~~organization's~~organization’s business and operations.

Board Meetings, Committee Membership, and Attendance

In ~~2020~~2021 our Board held ten regular meetings, one strategic planning meeting ~~our quarterly~~for measurement against and appropriateness of strategic objectives ~~meetings,~~ and one annual meeting. Directors are expected to attend our Annual Meetings of ~~shareholders,~~Shareholders, our Board meetings and the Committee meetings of committees of which they are members. Each of our directors attended at least ~~99.7%~~96.0% of the total number of meetings of our Board and each of the ~~committees~~Committees on which they served during ~~2020.~~2021. In addition, all the ~~directors~~Directors serving on our Board at the time of our ~~2020~~2021 Annual Meeting attended the meeting.

Identifying and Evaluating Director Candidates

Board Composition

Our Board oversees the business and affairs of our organization. Our Board provides active and independent oversight of management. To carry out Board responsibilities, we seek candidates with:

•

Strong business judgment

•

High personal integrity

•

Demonstrated achievement in public entities or private companies

•

Proven leadership and management ability

•

Dedicated—able to devote necessary time to oversight

•

Free of potential conflicts of interests

•

~~Collegial manner~~

Our Board seeks directors whose complementary knowledge, experience, and skills provide a broad range of perspectives and leadership expertise in financial services and other highly complex and regulated industries, strategic planning and business development, business operations, marketing and distribution, technology/cybersecurity, risk management and financial controls, human capital management, corporate governance, public policy, and other areas important to our business strategy and oversight. Our Board also assesses ~~directors'~~directors’ age and tenure, and Board continuity; it strives to achieve a balance between the perspectives of new directors and those of longer-serving directors with industry and institutional insights.

Board Diversity

Although we do not maintain a formal diversity policy, our Board views diversity as a priority and seeks representation across a range of attributes, including gender, race, ethnicity, and professional experience. It regularly assesses our ~~Board's~~Board’s diversity when identifying and evaluating director candidates. In addition, our Board seeks to include members who are independent, possess financial literacy and expertise, and have an understanding of risk management principles, policies, and practices, and have experience in identifying, assessing, and managing risk exposures. Our ~~current Board, composed of the~~ 12 director nominees ~~reflects~~reflect the ~~Board's~~Board’s commitment to identifying, evaluating, and nominating candidates who possess personal qualities, qualifications, skills, and diversity of backgrounds, and provide a mix of tenures that, when taken together, best serve our company and ~~our shareholders.~~

all stakeholders.

Shareholder Engagement

Our Board and management regularly engage with our shareholders to solicit their views and input on company performance, corporate governance, environmental, social and governance and other topics of interest to shareholders, such as human capital management, and executive compensation matters. These meetings may include participation by our Chairman, President and Chief Executive Officer, Chief Financial Officer, or other senior management members, and they generally focus on our performance, strategy, and business development. The combination of information received in investor meetings and shareholder engagement meetings regularly provides the Board and management with insights into the comprehensive scope of topics important to our shareholders.

Additional Corporate Governance Information

More information about our corporate governance can be found on our website at www.barharbor.bank. Shareholders may also obtain copies of this proxy statement, free of charge, as well as our other corporate filings at our website.

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		~~2021 PROXY STATEMENT~~		~~Page 11~~

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BENEFICIAL OWNERSHIP OF COMMON STOCK

Beneficial Ownership of Common Stock

The following table sets forth information regarding the beneficial ownership of our common stock as of March ~~16, 2021~~15, 2022 by: 1) each person or entity known by us to own beneficially more than 5% of the outstanding common stock calculated on the number of shares outstanding on March ~~16, 2021;~~15, 2022; 2) each current director and nominee for election to the Board; 3) each NEO; and 4) all executive officers and directors as a group. We had ~~14,945,097~~15,012,606 shares of common stock, net of treasury shares, outstanding as of March ~~16, 2021.~~15, 2022. Unless otherwise indicated, the address of all individuals listed below is 82 Main Street, PO Box 400, Bar Harbor, Maine, 04609.

The information provided is based on our records and information furnished by the persons listed. We are not

aware of any

arrangement that could at a subsequent date result in a change in control of our company.

The number of shares beneficially owned by the ~~persons~~person(s) set forth below is determined under the rules of Section 13 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, an individual is considered to beneficially own any shares of common stock if he or she directly or indirectly has or shares or has the right within 60 days to directly or indirectly have or share 1) voting power, which includes the power to vote or to direct the voting of the shares; or 2) investment power, which includes the power to dispose or direct the disposition of shares.

NAME OF BENEFICIAL OWNERS
TITLE OF CLASS AMOUNT OF
BENEFICIAL
OWNERSHIP FOOTNOTES PERCENT
OF
CLASS1

5% or more beneficial owners

BlackRock, Inc.
1,156,712 ² 7.74 %

The Vanguard Group
778,159 ³ 5.21 %

DIRECTORS

Belair, Daina H.
Common 5,458 *

Caras, Matthew L.
Common 13,447 *

Colter, David M.
Common 5,656 ⁴ *

Dimick, Steven H.
Common 8,158 *

Dudman, Martha T.
Common 16,666 *

Fernald, Lauri E.
Common 12,300 *

O'Halloran, Brendan J.
Common 6,457 *

Simard, Curtis C.
Common 56,397 ⁹ *

Smith, Kenneth E.
Common 17,157 ⁵ *

Theroux, Stephen R.
Common 63,115 ⁶ *

Toothaker, Scott G.
Common 36,677 ⁷ *

Woodside, David B.
Common 16,567 ⁸ *

NAMED EXECUTIVE OFFICERS

Iannelli, Josephine
Common 15,039 ⁹ *

Maltz, Richard B.
Common 22,024 ⁹ *

Colombo, Marion
Common 7,283 ⁹ *

Mercier, John M.
Common 6,586 ⁹ *

All directors and executive officers as a group (16 persons)
308,987 ¹⁰ 2.07 %

NAME OF BENEFICIAL OWNERS

TITLE OF
CLASS

AMOUNT OF
BENEFICIAL
OWNERSHIP

FOOTNOTES

PERCENT
OF
CLASS1

5% or more beneficial owners

BlackRock, Inc.

Common

1,117,209

7.50%

FMR LLC

Common

992,295

6.60%

DIRECTORS

Belair, Daina H.

Common

6,496

Caras, Matthew L.

Common

14,672

Colter, David M.

Common

6,694

Dimick, Steven H.

Common

9,196

Dudman, Martha T.

Common

17,704

Fernald, Lauri E.

Common

13,338

O’Halloran, Brendan J.

Common

8,836

Simard, Curtis C.

Common

70,155

Smith, Kenneth E.

Common

19,022

Theroux, Stephen R.

Common

64,276

Toothaker, Scott G.

Common

37,715

Woodside, David B.

Common

18,182

NAMED EXECUTIVE OFFICERS

Iannelli, Josephine

Common

21,497

Colombo, Marion

Common

10,979

Mercier, John M.

Common

11,011

Edgar, Jason P.

Common

6,489

All directors and executive officers as a group (16 persons)

336,262

2.22%


~~Page 12~~		~~2021 PROXY STATEMENT~~

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~~BENEFICIAL OWNERSHIP OF COMMON STOCK~~


1.		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, ~~2020~~2021 as filed on Form Schedule 13G on ~~January 29, 2021.~~February 1, 2022. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
	3.		~~The Vanguard Group holding~~ FMR LLC holdings are ~~disclosures~~disclosed based on their ownership as of December 31, ~~2020~~2021 as filed on Form Schedule 13G on February ~~10, 2021.~~9, 2022. The address of ~~The Vanguard Group~~FMR LLC is ~~100 Vanguard Blvd., Malvern, PA 19355.~~245 Summer Street, Boson, MA 02210.
	4.		Includes 30 shares owned by Mr. ~~Colter's children registered in a custodial account.~~Colter’s children.
	5.		Includes ~~3,861~~3,990 shares over which voting and dispositive powers are shared jointly with Mr. ~~Smith's~~Smith’s spouse.
6.

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BENEFICIAL OWNERSHIP OF COMMON STOCK

	6. Includes 24,844 shares over which voting and dispositive powers are shared jointly with Mr. ~~Theroux's~~Theroux’s spouse. This number does not include ~~24,000~~20,000 shares held within a Supplemental Executive Retirement Plan for which Mr. Theroux does not have voting or dispositive powers.
	7.		Includes 4,500 shares over which voting and dispositive powers are shared with Mr. ~~Toothaker's~~Toothaker’s spouse.
	8.		Includes ~~3,443~~3,776 shares over which voting and dispositive powers are shared jointly with Mr. ~~Woodside's~~Woodside’s spouse. This also includes 1,500 shares owned by Mr. ~~Woodside's~~Woodside’s spouse over which he does not have voting or dispositive powers.
	9.		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 ~~16, 2021~~15, 2022 record date under the long-term incentive plans. These ownership positions are set forth in the table below:

NAME
DIRECT
(a) 401(k) PLAN
(b) LONG TERM
INCENTIVE
EQUITY
(c)
Curtis C. Simard
49,333 1,090 5,975

Josephine Iannelli
12,151 — 2,888

Richard B. Maltz
19,136 — 2,888

Marion Colombo
4,879 — 1,707

John M. Mercier
5,494 — 1,789


~~10.~~

10.

Total beneficial ownership excludes ~~5,500 (.0004%~~1,000 (.0001%) shares of common stock as of the March ~~16, 2021~~15, 2022 record date held by ~~two trusts,~~one trust, which, for the purpose of voting, are allocated equally among the directors present at the Annual Meeting under the terms of the respective trust instruments. No director has any other beneficial interest in these shares. ~~These trusts are~~This trust is denominated for purposes of this proxy statement as the ~~"Parker Trust "and the "The Fred & Hattie Lynam Private Foundation" formerly known as the Lynam~~“Parker Trust.“ The Parker Trust was established in 1955 in perpetuity. BHTS, our second tier non-depository trust services company located in Ellsworth, Maine, is the sole Trustee, with full powers, of this trust benefiting the Mt. Heights Cemetery in Southwest Harbor, Maine. The Fred & Hattie Lynam Private Foundation, was established in 1942 in perpetuity to benefit Mount Desert Island charities and later expanded to provide scholarships to graduates of Mount Desert Island High School. BHTS is the sole Trustee, with full powers, and administers the trust with the assistance of an established Grant and Scholarship Committee made up of members of the Board and community representatives.

NAME	DIRECT (a)		401(k) PLAN (b)		LONG TERM INCENTIVE EQUITY (c)
Simard, Curtis C.		56,866		1,258		12,030
Iannelli, Josephine		15,582		—		5,915
Colombo, Marion		7,260		—		3,719
Mercier, John M.		7,292		—		3,719
Edgar, Jason P.		3,240		—		3,249

Section 16(a) of the Securities Exchange Act requires our executive officers and directors and any persons owning ten percent or more of our common stock to file reports with the SEC to report their beneficial ownership of and transactions in our securities and to furnish us with copies of the reports.

Based solely upon a review of the Section 16(a) reports furnished to us, along with written representations from our executive officers and directors, we believe that all required reports were timely filed during 2021, except that Jason P. Edgar inadvertently failed to file one report.

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PROPOSAL 1

ELECTION OF DIRECTORS


		~~2021 PROXY STATEMENT~~		~~Page 13~~

~~Table of Contents~~

~~PROPOSAL 1~~
~~ELECTION OF DIRECTORS~~

Proposal 1
Election of Directors

Directors and Nominees

At the Annual Meeting, shareholders will elect the entire Board of Directors to serve for the ensuing year and until their successors are elected and qualified. The Board has designated as nominees for election the 12 persons named below, ~~each~~11 of ~~whom~~which currently ~~serves~~serve as a director. Each director nominee has consented to being named in this proxy statement and to serving as a director if elected.

Listed are each ~~nominee's~~nominee’s name, age as of our Annual Meeting date, tenure of Board service, committee memberships, principal occupation, business experience, Board Committee positions, and positions with our subsidiaries consisting of BHBT and CTC. We also discuss the qualifications, attributes, and skills that led our Board to nominate each director for election. The terms of all current directors expire at the ~~2022~~2023 Annual Meeting.

NAME

AGE

YEAR FIRST
ELECTED OR
APPOINTED
DIRECTOR

POSITION(S) WITH
OUR COMPANY

POSITION(S) WITH OUR SUBSIDIARIES

Daina H. Belair

2015

Director

Director, BHBT since 2015
Director, BHTS since 2015
Director, CTC since 2017

Matthew L. Caras

2014

Director

Director, BHBT since 2014

David M. Colter

2016

Director

Director, BHBT since 2016

Steven H. Dimick

2017

Director

Director, BHBT since 2017

Martha T. Dudman

2003

Director

Director, BHBT since 2003
Chairman, BHTS since 2005
Director, BHTS since 2003
Chairman, CTC since 2017
Director, CTC since 2017

Lauri E. Fernald

2005

Director

Director, BHBT since 2005

Debra B. Miller

Nominee

None

Brendan J. O’Halloran

2018

Director

Director, BHBT since 2018

Curtis C. Simard

2013

Director,
President and CEO
since August 2013

President and CEO of BHBT since 2013
Director, BHBT since 2013
Director, BHTS since 2013
Director, CTC since 2017

Kenneth E. Smith

2004

Director

Director, BHBT since 2004
Director, BHTS from 2004–2013 and 2015 to present
Director, CTC since 2017

Scott G. Toothaker

2003

Director

Director, BHBT since 2003

David B. Woodside

2003

Director

Director, BHBT since 2003
Chairman of the Board since 2016

2022 PROXY STATEMENT

NAME

AGE YEAR FIRST
ELECTED OR
APPOINTED
DIRECTOR

POSITION(S) WITH
OUR COMPANY

POSITION(S) WITH OUR SUBSIDIARIES
Daina H. Belair
65 2015 Director Director, BHBT since 2015
Director, BHTS since 2015
Director, CTC since 2017

Matthew L. Caras
64 2014 Director Director, BHBT since 2014

David M. Colter
53 2016 Director Director, BHBT since 2016

Steven H. Dimick
70 2017 Director Director, BHBT since 2017

Martha T. Dudman
69 2003 Director Director, BHBT since 2003
Chairman, BHTS since 2005
Director, BHTS since 2003
Chairman, CTC since 2017
Director, CTC since 2017

Lauri E. Fernald
59 2005 Director Director, BHBT since 2005

Brendan J. O'Halloran
58 2018 Director Director, BHBT since 2018

Curtis C. Simard
50 2013 Director, President and CEO of BHBT since 2013
President and Director, BHBT since 2013
CEO Director, BHTS since 2013
since August 2013 Director, CTC since 2017

Kenneth E. Smith
67 2004 Director Director, BHBT since 2004
Director, BHTS from 2004 - 2013 and 2015 to present
Director, CTC since 2017

Stephen R. Theroux
71 2017 Director Director, BHBT since 2017
Director, CTC since 2017

Scott G. Toothaker
58 2003 Director Director, BHBT since 2003

David B. Woodside
69 2003 Director Director, BHBT since 2003
Chairman of the Board since 2016

Page 14

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~~Page 14~~		~~2021 PROXY STATEMENT~~

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PROPOSAL 1

ELECTION OF DIRECTORS

NUMBER OF BOARD AND COMMITTEE MEETINGS HELD IN 2021
BOARD	EXECUTIVE		AUDIT		COMPENSATION & HUMAN RESOURCES		GOVERNANCE		BOARD RISK
10		0		4		5		5		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.

NUMBER OF BOARD AND COMMITTEE MEETINGS HELD IN 2020

BOARD
EXECUTIVE
AUDIT COMPENSATION &
HUMAN RESOURCES
GOVERNANCE
BOARD RISK
10 2 4 6 4 12


~~Note:~~		~~In addition to the number of formal meetings reflected above, from time to time our Board and/or its committees also held educational~~ ~~and/or informational sessions.~~

Our Board has determined that all but one of the director nominees are ~~"independent directors"~~“independent directors” in accordance with applicable laws, regulations, and NYSE American LLC listing requirements. The exception is director nominee Curtis C. Simard, who currently serves as our President and Chief Executive Officer. Mr. Simard is not a member of the Audit, Compensation and Human Resources, or Governance Committees.

The Board selected our 12 director nominees based on their satisfaction of the core attributes described starting on page 10, and the belief that each can make substantial contributions to our Board and ~~company.~~Company. Our Board believes our ~~nominees' breadth~~nominees’ depth of experience and their mix of attributes strengthen our ~~Board's~~Board’s independent leadership and effective oversight of management relating to our businesses, our ~~industry's~~industry’s operating environment, and our long-term strategy. Our 12 director nominees:

•

are seasoned leaders who have held diverse leadership positions in complex, highly regulated businesses (including banks and other financial services organizations)

•

have served as chief executives or other senior positions in the areas of finance, legal, public relations, marketing and customer service

•

bring deep and diverse experience in public and private companies, financial services, the public sector, nonprofit organizations, and other domestic and international businesses

•

are experienced in regulated, non-financial services industries and organizations, adding to our ~~Board's~~Board’s understanding of overseeing a business subject to governmental oversight, and enhancing the diversity of

An attorney and member of the Maine Bar for more than 20 years, 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.

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;~~Connecticut, Washington, DC; and ~~Washington, DC~~

White Plains, NY

Mr. ~~Caras'~~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.

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DIRECTOR NOMINEES



	DAVID M. COLTER			DIRECTOR SINCE: 2016


~~Page 16~~		~~2021 PROXY STATEMENT~~

~~Table of Contents~~

~~DIRECTOR NOMINEES~~


~~DAVID M. COLTER~~		~~DIRECTOR SINCE: 2016~~AGE:

~~AGE:~~ 53

COMMITTEE MEMBERSHIPS:

•

AUDIT COMMITTEE

•

BOARD RISK COMMITTEE

•

COMPENSATION AND HUMAN RESOURCES COMMITTEE

Mr. Colter currently serves as President and Chief Executive Officer of GAC Chemical Corporation 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.

Professional and Leadership Highlights:

•

Board member, Maine State Chamber of Commerce

•

~~Executive Committee Chair~~

Board Chairman and Audit Committee, member of University of Maine Pulp and Paper Foundation

•

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

Mr. ~~Colter's~~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.


STEVEN H. DIMICK			DIRECTOR SINCE: 2017

AGE: 71

COMMITTEE MEMBERSHIPS:

•

AUDIT COMMITTEE

•

GOVERNANCE COMMITTEE

~~AGE:~~70

~~COMMITTEE MEMBERSHIPS:~~

•

~~AUDIT COMMITTEE~~

•

~~GOVERNANCE COMMITTEE~~

Mr. Dimick joined our Board in January 2017. He previously served as a director of Lake Sunapee Bank since November 2013. His career has included serving as a member of the Randolph National Bank Board of Directors from 1981-2013 and as a Director/President/CEO at Central Financial Corporation. Mr. Dimick is retired and resides in Randolph, Vermont.

Professional and Leadership Highlights:

•

Substantial banking experience in New England, including at the executive and board levels

•

Served as President of the Vermont Chapter of the Bank Administration Institute

•

Former member of the National Board of Directors of the Independent Community Bankers of America representing Vermont

•

Served as the Chairman of the Vermont Bankers Association

•

Former Trustee of Gifford Medical Center

Mr. ~~Dimick's~~Dimick’s substantial experience as an executive officer and bank director ~~will~~ greatly ~~contribute~~contributes to the ~~Board's~~Board’s leadership capabilities and strength in overseeing and guiding the Bank.

2022 PROXY STATEMENT

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TABLE OF CONTENTS

DIRECTOR NOMINEES



	MARTHA T. DUDMAN			DIRECTOR SINCE: 2003


		~~2021 PROXY STATEMENT~~		~~Page 17~~

~~Table of Contents~~

~~DIRECTOR NOMINEES~~


~~MARTHA T. DUDMAN~~		~~DIRECTOR SINCE: 2003~~AGE:

~~AGE:~~ 69

COMMITTEE MEMBERSHIPS:

•

EXECUTIVE COMMITTEE

•

~~COMPENSATION AND HUMAN RESOURCES~~

GOVERNANCE COMMITTEE

•

BAR HARBOR TRUST SERVICES COMMITTEE (CHAIR)

•

CHARTER TRUST COMMITTEE (CHAIR)

Ms. Dudman has served as the President of Dudman Communications Corporation, operating a group of radio stations in Ellsworth and Bangor, Maine. She currently serves as Senior Counsel with Gary Friedmann & Associates since 2011, and held the same position from 1999 to 2006, providing fundraising consulting services to nonprofits throughout ~~the State of~~ Maine. Ms. Dudman is also a published author. Ms. Dudman resides in Northeast Harbor, Maine.

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 non-profit boards; awarded membership in the Deborah Morton Society, recognizing women of high distinction in their careers and public service and whose leadership in civic, cultural, and social causes has been exceptional

Ms. ~~Dudman's~~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			DIRECTOR SINCE: 2005

AGE:60

COMMITTEE MEMBERSHIPS:

•

EXECUTIVE COMMITTEE

•

GOVERNANCE COMMITTEE
(CHAIR)

•

BOARD RISK COMMITTEE

~~AGE:~~ 59

~~COMMITTEE MEMBERSHIPS:~~

•

~~EXECUTIVE COMMITTEE~~

•

~~COMPENSATION AND HUMAN RESOURCES COMMITTEE~~

•

~~GOVERNANCE COMMITTEE (CHAIR)~~

•

~~BOARD RISK COMMITTEE~~

Ms. Fernald is an owner inof Jordan-Fernald Funeral Home headquartered in Mount Desert, Maine and is a Certified Funeral Service Practitioner. Ms. Fernald resides in Mount Desert, Maine.

Professional and Leadership Highlights:

•

~~Serves~~

Currently serves as Managing Partner of L.E. Fernald LLC, and 125 Franklin Street LLC, operating as real estate holding companies and has managed several businesses over her career

•

Serves on the finance committee of Hospice Volunteers of Hancock County

•

Treasurer, 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, the Brookside Cemetery Corp. of Mount Desert, and Maine Community Foundation Hancock County Committee

Ms. ~~Fernald's~~Fernald’s commercial and community service experience brings a depth of knowledge and perspective to the Board and the markets we serve.

2022 PROXY STATEMENT

Page 18

TABLE OF CONTENTS

DIRECTOR NOMINEES



	DEBRA B. MILLER			DIRECTOR SINCE: NOMINEE


~~Page 18~~		~~2021 PROXY STATEMENT~~

~~Table of Contents~~

~~DIRECTOR NOMINEES~~


~~BRENDAN J. O'HALLORAN~~		AGE: 64 COMMITTEE MEMBERSHIPS: • NEW DIRECTOR NOMINEE

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.

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

Mrs. Miller’s significant experience in banking and compliance combined with her community service experience provide a valuable combination of proven skills and insights to the Board.

BRENDAN J. O’HALLORAN

DIRECTOR SINCE: 2018

AGE: 59

COMMITTEE MEMBERSHIPS:

•

COMPENSATION COMMITTEE

•

GOVERNANCE COMMITTEE

•

BOARD RISK COMMITTEE

~~AGE:~~ 58

~~COMMITTEE MEMBERSHIPS:~~

•

~~AUDIT COMMITTEE~~

•

~~BOARD RISK COMMITTEE~~

Mr. ~~O'Halloran~~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~~O’Halloran resides in Chatham, Massachusetts and Naples, Florida.

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 ~~over~~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

Mr. ~~O'Halloran's~~O’Halloran’s extensive experience in the financial services industry and specifically regulatory interaction and oversight is an invaluable asset to our Board.

2022 PROXY STATEMENT


~~CURTIS C. SIMARD~~		~~DIRECTOR SINCE: 2013~~

Page 19

TABLE OF CONTENTS

DIRECTOR NOMINEES


CURTIS C. SIMARD			DIRECTOR SINCE: 2013

AGE:50 51

COMMITTEE MEMBERSHIPS:

•

EXECUTIVE COMMITTEE

•

BAR HARBOR TRUST SERVICES COMMITTEE

•

CHARTER TRUST COMMITTEE

•

BOARD RISK COMMITTEE

Mr. Simard has served as our President and Chief Executive Officer since August 10, 2013. Prior to joining the Bank, he served as Senior Vice President and Managing Director of Corporate Banking for TD Bank from 2002 to 2013. He was also ~~was~~ affiliated with First New Hampshire Bank and its successor, Citizens Bank, from 1992 to 2002 working on various business initiatives. Mr. Simard resides in Mount Desert, Maine.

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 at the Seal Cove Auto Museum and the Ellsworth Business Development Corporation

•

Serves as a member of the Board of Directors at the Business and Industry Association of New Hampshire

•

Serves as ~~Vice~~ Chair of Maine Bankers Association

•

Previous Board member of Northern Light Maine Coast Memorial Hospital and the Abbe Museum a Smithsonian affiliate representing Native American Culture.

Mr. ~~Simard's~~Simard’s position as our President and CEO, his long track record of banking throughout the Northeastern United States, particularly New England, and his leadership of our ~~company~~Company provide extensive insight of our opportunities, challenges and operations.


		~~2021 PROXY STATEMENT~~		~~Page 19~~

~~Table of Contents~~

~~DIRECTOR NOMINEES~~


KENNETH E. SMITH			DIRECTOR SINCE: 2004

AGE:67 68

COMMITTEE MEMBERSHIPS:

•

EXECUTIVE COMMITTEE

•

COMPENSATION
AND HUMAN RESOURCES COMMITTEE
(CHAIR)

•

BOARD RISK COMMITTEE

•

BAR HARBOR TRUST
SERVICES COMMITTEE

•

CHARTER TRUST
COMMITTEE

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.

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~~Bar Harbor 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

Mr. ~~Smith's~~Smith’s expertise in the hospitality industry is beneficial to the Board as it represents a critical segment of the local economy and ~~Bar Harbor Bank Trust's~~our commercial loan portfolio.

2022 PROXY STATEMENT

Page 20

TABLE OF CONTENTS

DIRECTOR NOMINEES

SCOTT G. TOOTHAKER

DIRECTOR SINCE: 2003


~~STEPHEN R. THEROUX~~		~~DIRECTOR SINCE: 2017~~AGE: 59 COMMITTEE MEMBERSHIPS: • EXECUTIVE COMMITTEE • AUDIT COMMITTEE (CHAIR) • BOARD RISK COMMITTEE

~~AGE:~~71

~~COMMITTEE MEMBERSHIPS:~~

•

~~BOARD RISK COMMITTEE~~

•

~~BAR HARBOR TRUST SERVICES COMMITTEE~~

•

~~CHARTER TRUST COMMITTEE~~

Mr. Theroux retired as Vice Chairman, President and CEO of both Lake Sunapee Bank Group (LSBG) and Lake Sunapee Bank in 2017. He served as a director of the LSBG Board, the Lake Sunapee Bank Board, and as Chairman of the Board of Directors of CTC. Mr. Theroux resides in New London, New Hampshire.

~~Professional and Leadership Highlights:~~

•

~~Held numerous executive positions for LSBG and LSB as Corporate Secretary, Chief Financial Officer, and Chief Operating Officer~~

•

~~Director of the Federal Home Loan Bank of Boston from 2015 to 2018~~

•

~~Treasurer for the Town of New London, New Hampshire~~

•

~~Trustee and Treasurer of Proctor Academy, Andover, New Hampshire~~

•

~~Serves as a director of the American European Insurance Company, Cherry Hill, New Jersey~~

Mr. Theroux's 40 years of banking, education and insurance experience in various operational and financial management roles provide him with the qualifications and skills to serve as a valuable director.


~~Page 20~~		~~2021 PROXY STATEMENT~~

~~Table of Contents~~

~~DIRECTOR NOMINEES~~


~~SCOTT G. TOOTHAKER~~		~~DIRECTOR SINCE: 2003~~

~~AGE:~~ 58

~~COMMITTEE MEMBERSHIPS:~~

•

~~EXECUTIVE COMMITTEE~~

•

~~AUDIT COMMITTEE (CHAIR)~~

•

~~BOARD RISK COMMITTEE~~

Mr. Toothaker ~~serves~~continues to serve as Managing Principal of Melanson Heath & Co., PC, a certified public accounting firm with four offices located in Maine, New Hampshire, and Massachusetts. The firm specializes in professional services to individuals, as well as small to medium sized businesses and entrepreneurs throughout New England. Mr. Toothaker resides in Nashua, New Hampshire.

Professional and Leadership Highlights:

•

Holds an MBA from the University of Maine and a MTax from Bentley College

•

Experience in navigating financial management and transition across many industries and through various economic cycles

As a practicing CPA, Mr. Toothaker has experience across business and personal financial management that is well suited in his role as a director and Chair of the ~~Board's~~Board’s Audit Committee.


DAVID B. WOODSIDE			DIRECTOR SINCE: 2003

AGE:69 70

•

CHAIRMAN OF THE BOARD
OF DIRECTORS

COMMITTEE MEMBERSHIPS:

•

EXECUTIVE COMMITTEE
(CHAIR)

•

COMPENSATION AND HUMAN RESOURCES COMMITTEE

•

~~GOVERNANCE COMMITTEE~~

•

BOARD RISK COMMITTEE

Since 1989, 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.

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

Mr. ~~Woodside's~~Woodside’s in-depth knowledge of the retail and hospitality industries both in Maine and across the country provide significant expertise to the Board.

2022 PROXY STATEMENT


		~~2021 PROXY STATEMENT~~		~~Page 21~~

Page 21

TABLE OF CONTENTS

~~Table of Contents~~

DIRECTOR NOMINEES

Board Skills and ~~Demographics~~Demographics—Bar Harbor Bankshares

Skills & Experience

Belair

Caras

Colter

Dimick

Dudman

Fernald

Miller

O’Halloran

Simard

Smith

Toothaker

Woodside

Executive Leadership

✓

Financial Services Industry

✓

Financial Reporting/Audit/Capital Planning

✓

Risk Management

✓

Compliance/Legal/Regulatory

✓

Technology/Information Security/ Cybersecurity

✓

Mergers & Acquisitions

✓

Human Capital Management

✓

Public Company Experience

✓

Board Independence and Tenure

Independent

✓

Board Tenure (years)

Nominee

Board Demographics

Age

Gender

Race

Caucasian/
White

African
American/
Black

Caucasian/
White

2022 PROXY STATEMENT

Skills & Experience Belair Caras Colter Dimick Dudman Fernald O'Halloran Simard Smith Theroux Toothaker Woodside
Executive Leadership
ü ü ü ü ü ü ü ü ü ü ü

Financial Services Industry
ü ü ü ü ü ü ü ü ü ü

Financial Reporting/Audit/Capital Planning
ü ü ü ü ü ü ü ü ü ü ü ü

Risk Management
ü ü ü ü ü ü ü ü ü ü ü

Compliance/Legal/Regulatory
ü ü ü ü ü ü ü ü ü ü ü

Technology/Information Security/Cybersecurity
ü ü ü ü ü ü ü ü

Mergers & Acquisitions
ü ü ü ü ü ü ü ü ü

Human Capital Management
ü ü ü ü ü ü ü ü ü ü ü ü

Public Company Experience
ü ü ü ü ü ü ü

Board Independence and Tenure

Independent
ü ü ü ü ü ü ü ü (1) ü ü

Board Tenure (years)
5 6 6 3 17 15 2 8 16 3 17 17

Board Demographics

Age
65 64 53 70 69 59 58 50 67 71 58 69

Gender
F M M M F F M M M M M M

Race
White/
Caucasian White/
Caucasian White/
Caucasian White/
Caucasian White/
Caucasian White/
Caucasian White/
Caucasian White/
Caucasian White/
Caucasian White/
Caucasian White/
Caucasian White/
Caucasian

Page 22

TABLE OF CONTENTS

EXECUTIVE OFFICERS


1 Executive Officers		~~Mr. Theroux is considered independent according to NYSE but not for ISS~~


~~Page 22~~		~~2021 PROXY STATEMENT~~

~~Table of Contents~~

~~EXECUTIVE OFFICERS~~

~~Executive Officers~~

Below is a list of our Executive Officers, including their ages and positions with us and our subsidiaries BHBT, BHTS and ~~CTC as of March 16, 2021.~~

CTC.

NAME

AGE

SINCE

CURRENT POSITION

POSITIONS WITH SUBSIDIARIES

Curtis C. Simard

2013

Director, President and CEO

President and CEO of BHBT since June 2013. Director of BHBT since June 2013. Director, BHTS since June 2013. Director of CTC since 2017

Josephine Iannelli

2016

Executive Vice President,
Chief Financial Officer and
Treasurer

Executive Vice President, Chief Financial Officer, and Treasurer of BHBT and BHTS since 2016. Chief Financial Officer and Treasurer of CTC since 2017

Marion Colombo

2018

N/A

Executive Vice President, Director of Retail Delivery of BHBT since 2018

John M. Mercier

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

2019

N/A

President of BHTS and CTC since June 2019

Jennifer Svenson

2019

N/A

Senior Vice President, Chief Human Resources Officer of BHBT since June 2019

Joseph P. Scully

2021

N/A

Senior Vice President, Chief Information Officer and Director of Operations of BHBT since April 2021

John M. Williams, II

2021

N/A

Senior Vice President, Chief Risk Officer of BHBT since April 2021

NAME
AGE SINCE CURRENT POSITION POSITIONS WITH SUBSIDIARIES
Curtis C. Simard
50 2013 Director, President and CEO President and CEO of BHBT since June 2013. Director of BHBT since June 2013. Director, BHTS since June 2013. Director of CTC since 2017

Josephine Iannelli
48 2016 Executive Vice President,
Chief Financial Officer and
Treasurer Executive Vice President, Chief Financial Officer, and Treasurer of BHBT and BHTS since 2016. Chief Financial Officer and Treasurer of CTC since 2017

Richard B. Maltz
61 2014 N/A Executive Vice President, Chief Operating Officer, and Chief Risk Officer of BHBT since 2016. Formerly Executive Vice President and Chief Risk Officer of BHBT since 2014

Marion Colombo
55 2018 N/A Executive Vice President, Director of Retail Delivery of BHBT since 2018

John M. Mercier
57 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
44 2019 N/A President of BHTS and CTC since June 2019

Jennifer Svenson
56 2019 N/A Senior Vice President, Chief Human Resources Officer of BHBT since June 2019

Our Bylaws provide that our Board elect executive officers annually. The Bylaws further provide the President and CEO, Chairman and Vice Chairman, if any, shall serve at the pleasure of the Board or until their successors have been chosen and qualified. All other officers serve at the pleasure of the Board and the CEO. There are no arrangements or understandings between any of the directors, executive officers, or any other persons

pursuant to which the above directors have been selected as directors or any of the above officers have been selected as officers. There are no ~~"family relationships" (as~~“family relationships” (as defined by the SEC) between any director, executive officer, or person nominated or chosen by us to become a director or executive officer.

2022 PROXY STATEMENT

Page 23

TABLE OF CONTENTS

EXECUTIVE OFFICERS


		~~2021 PROXY STATEMENT~~		~~Page 23~~

~~Table of Contents~~

~~EXECUTIVE OFFICERS~~


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 ~~was~~ affiliated with First New Hampshire Bank and its successor, Citizens Bank, from 1992 to 2002 working on various business initiatives. Mr. Simard resides in Mount Desert, Maine. 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 at the Seal Cove Auto Museum and the Ellsworth Business Development Corporation • Serves as a member of the Board of Directors at the Business and Industry Association of N.H. • Serves as ~~Vice~~ Chair of Maine Bankers Association • *Previous Board member of Northern Light Maine Coast Memorial Hospital and the Abbe Museum a Smithsonian affiliate representing Native American Culture.* Mr. ~~Simard's~~Simard’s position as our President and CEO, his extensive track record of banking throughout the Northeastern United States, particularly New England, and his leadership of our company provide him with considerable insight of 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 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~~Iannelli’s experience and expertise encompasses senior financial leadership in accounting policy, financial planning and analytics, treasury, investor relations, SEC and regulatory reporting, investment management, tax, and mergers and acquisitions.

2022 PROXY STATEMENT

Page 24

TABLE OF CONTENTS

EXECUTIVE OFFICERS


~~Page 24~~		~~2021 PROXY STATEMENT~~

~~Table of Contents~~

~~EXECUTIVE OFFICERS~~


~~RICHARD B. MALTZ~~MARION COLOMBO

Mr. Maltz has served as our Executive Vice President, Chief Operating Officer, and Chief Risk Officer since September 2016, and served as Executive Vice President & Chief Risk Officer since September 1, 2014. Prior to that Mr. Maltz has served in various executive risk, IT, and auditing roles throughout his career. Mr. Maltz resides in Ellsworth, Maine.

~~Professional and Leadership Highlights:~~

•

~~Received a BS in Financial Accounting from the University of New Haven~~

•

~~Holds the Certified Public Accountant designation~~

•

~~Current member of the American Institute of Certified Public Accountants~~

With more than 35 years of banking experience in operations, technology and risk management, Mr. Maltz is well suited in his role leading our overall operational and technology areas, while continually improving the process efficiency and risk management culture throughout the organization.


~~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~~Women’s Political Caucus, recognizing her as an Outstanding Woman Leader • Serves as a member of Olympia’s Snowe Women’s Leadership Institute Leaders Network • 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~~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.*


		~~2021 PROXY STATEMENT~~		~~Page 25~~

~~Table of Contents~~

~~EXECUTIVE OFFICERS~~


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 most recently as Executive Vice President, Senior Lender of Primary Bank in Bedford, New Hampshire from October 2015 to April 2017. 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 and is Treasurer of the Elliot Health System • Serves as a 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~~Mercier’s experience provides for the effective planning, development and implementation of the ~~Bank's~~Bank’s long-term lending strategies, including initiatives such as portfolio mix, growth strategies and market penetration objectives.

2022 PROXY STATEMENT

Page 25

TABLE OF CONTENTS

EXECUTIVE OFFICERS


~~Page 26~~		~~2021 PROXY STATEMENT~~

~~Table of Contents~~

~~EXECUTIVE OFFICERS~~


JASON EDGAR



			Mr. Edgar joined our company in June 2019 as President of BHTS and CTC. He is responsible for setting the strategic direction and managing the day-to-day business of BHTS and CTC. 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 Bank in Burlington, Massachusetts. He served as the Chief Investment Officer and Director of Wealth Management from 2016 to 2019. In his position at Berkshire Bank, he was responsible for setting Wealth ~~Management's~~Management’s investment strategy, as well as overseeing its strategic direction. From 2014 to 2016 he served as New England Regional Leader for Berkshire Bank. • He received a ~~Bachelor of Arts~~BA Degree in Political Science from the University of Connecticut. *Mr. ~~Edgar's~~Edgar’s strong wealth management experience, deep industry knowledge and significant leadership skills provide expertise in this important segment of our business.*


JENNIFER SVENSON



			Ms. Svenson joined Bar Harbor Bank & Trust in June 2019 as Senior Vice President, Chief Human Resources Officer. She is responsible for all core Human Resources functions such as recruitment, engagement, leadership development, employee relations, and retention. Ms. Svenson resides in Carrabassett Valley, ~~ME.~~ Maine. Professional and Leadership Highlights: • Prior to joining Bar Harbor Bank & Trust, Ms. Svenson served in multiple leadership roles at Ironshore Insurance in Boston, Massachusetts. Most recently, from 2009 to 2019, she led the US HR function and was accountable for all facets of human resources including compensation, benefits, leadership development, talent acquisition, performance management, reporting and compliance. • She received a BA in Psychology from the North Adams State College, and she earned an MBA from Salem State College • She holds SHRM Certifications in Human Resource Management and Pension and Employee Benefits With more than 25 years of human resources experience including a strong understanding of human capital management and the complexities of managing a multi-state workforce, Ms. Svenson is well suited in her role leading our human resources function.

2022 PROXY STATEMENT

Page 26

Our executive compensation program provides base salaries to compensate executive officers for the performance of core duties and responsibilities associated with their positions. The Compensation and Human Resources Committee reviews base salaries annually in the context of comparative industry information, as described above. The Committee also considers the ~~specific contributions of the~~ individual executive ~~officer's~~officer’s leadership skills, contributions to our strategic initiatives, ~~the officer's opportunity for~~ professional growth, as well as market

factors when it sets and adjusts base salaries. In addition, the

Committee considers the prevailing economic climate, and our overall ~~performance, and our most current business plan.~~

~~Upon~~performance.

Based on performance evaluations, and ~~the advice and~~consideration of market salary data supplied by ~~Pearl~~the Committee’s independent consultants (Pearl Meyer ~~in 2020~~for 2021 and Meridian Compensation Partners, LLC for 2022), the Compensation and Human Resources Committee ~~made performance and market adjustments resulting in~~approved the ~~approved~~following base salaries for 2021 and 2022 as set forth below:

NAME
2020
BASE SALARY 2021
BASE SALARY
Curtis C. Simard
$ 655,000 $ 674,700

Josephine Iannelli
420,000 432,600

Richard B. Maltz
420,000 432,600

Marion Colombo
310,000 319,300

John M. Mercier
310,000 319,300

NAME	2021 BASE SALARY			2022 BASE SALARY
Curtis C. Simard		$	674,700		$	694,900
Josephine Iannelli			432,600			445,600
Richard B. Maltz1			432,600			—
Marion Colombo			319,300			328,900
John M. Mercier			319,300			328,900
Jason Edgar			309,000			318,300

Mr. Maltz retired from the company on April 30, 2021.

Annual Cash Incentive Program

During ~~2020,~~2021, the NEOs participated in the Annual Cash Incentive Program which was designed to provide ~~meaningful incentives~~rewards tied to our annual metrics to optimize profitability, growth, excellence in individual performance, and to promote teamwork among its participants. Consistent with best practices, the Board and its compensation ~~consultant continue to~~consultant(s) regularly review ~~and increase~~ the percentage of at risk pay for each executive ~~annually.~~to ensure alignment with market and best practices. This program was approved by the Board for ~~2020.~~

2021.

During 2021, Messrs. Simard, Mercier and Edgar and Mses. Iannelli and Colombo participated in an annual cash incentive compensation program with team goals representing opportunities for incentive payments. We paid out a total of $1,159,560 in March 2022 to the five NEOs based on the 2021 measurement period.

The plan is based on a balance of multiple measures, layered oversight, and reasonable ceilings for exceptional performance. These two basic plan features structure the plan to discourage excessive risk but rewards strong performance. The Compensation and Human Resources Committee and the Board Risk Committee both reviewed the plan design to insure it is in line with best practices for risk.

Annual Cash Incentive Performance Measures. The senior ~~management~~executive team has predefined performance goals ~~to determine~~for their annual short-term incentive awards. ~~Bar Harbor Bankshares~~The common team goals for ~~2020~~2021 were Adjusted Net Income, ~~a credit~~ asset quality measure ~~of Non-Performing~~(Non-Performing Loans as a Percentage of Total ~~Loans,~~Loans), a well-managed Efficiency Ratio, and the successful completion of strategic initiatives. The specific allocations of goals were weighted to reflect the focus and contribution of each position.

The following table shows the ~~2020~~2021 target compensation for the annual cash incentive in dollars:

NAME	BASE SALARY			Target (AS A PERCENTAGE OF BASE SALARY)		TARGET
Curtis C. Simard		$	674,700		50.00%		$	337,350
Josephine Iannelli			432,600		35.00%			151,410
Richard B. Maltz			432,600		35.00%			151,410
Marion Colombo			319,300		30.00%			95,790
John M. Mercier			319,300		30.00%			95,790
Jason Edgar			309,000		30.00%			92,700

2022 PROXY STATEMENT

NAME
BASE SALARY Target
(AS A
PERCENTAGE OF
BASE SALARY) TARGET
Curtis C. Simard
$ 655,000 45.00 % $ 294,750

Josephine Iannelli
420,000 35.00 % 147,000

Richard B. Maltz
420,000 35.00 % 147,000

Marion Colombo
310,000 30.00 % 93,000

John M. Mercier
310,000 30.00 % 93,000

Page 36

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Compensation Discussion and Analysis


~~Page 36~~		~~2021 PROXY STATEMENT~~

~~Table of Contents~~

The following table shows the specific performance goals of the ~~2020~~2021 annual cash incentive plan:

PERFORMANCE GOALS

INCENTIVE MEASURES
THRESHOLD TARGET STRETCH
Adjusted Net Income ($thousands)¹
$ 29,805 $ 32,048 $ 35,253

NPL/Tloans²
1.02 % 0.90 % 0.75 %

Efficiency Ratio³
64.40 % 63.14 % 61.88 %

Strategic Initiatives⁴
90.00 % 100.00 % 110.00 %

PERFORMANCE GOALS
INCENTIVE MEASURES	THRESHOLD			TARGET			STRETCH
Adjusted Net Income ($thousands)1		$	29,805		$	32,048		$	35,253
NPL/Tloans2			1.20%			0.90%			0.75%
Efficiency Ratio3			64.40%			63.14%			61.88%
Strategic Initiatives4			90.00%			100.00%			110.00%


1		1. Adjusted net income is reflected in the Non-GAAP table located in the Management Discussion and Analysis section of our annual 10-K filing. Additional adjustments may be made based on approval by the board compensation and human resource 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		2. Non-Performing Loans ~~(NPL's)~~(NPL’s) include all loans on non-accrual status as of December 31, ~~2020~~2021 as measured against total loans
3		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 10-K Reconciliation of Non-GAAP measures for further details.
4		4. Strategic initiatives include, but are not limited to, M&A activity, balance sheet strategies, restructuring initiatives, and ~~restructuring initiatives.~~long-term strategic development that positions for long-term performance consistency.

~~Below is a summary~~

Based on performance measures illustrated above, all executives with the exception of Mr. Maltz who previously retired on April 30, 2021, received maximum payout for 2021 performance as summarized in the ~~annual incentive awards paid for 2020 performance:~~

table below:

NAMED EXECUTIVE OFFICER	ACTUAL			TARGET			% OF TARGET
Curtis C. Simard		$	506,025		$	337,350		150%
Josephine Iannelli			227,115			151,410		150%
Richard B. Maltz			—			151,410		0%
Marion Colombo			143,685			95,790		150%
John M. Mercier			143,685			95,790		150%
Jason Edgar			139,050			92,700		150%

NAMED EXECUTIVE OFFICER
ACTUAL TARGET % OF TARGET
Curtis C. Simard
$ 433,738 $ 294,750 147%

Josephine Iannelli
216,317 147,000 147

Richard B. Maltz
216,317 147,000 147

Marion Colombo
136,854 93,000 147

John M. Mercier
136,854 93,000 147

Details of the above are disclosed in Threshold, Target and Stretch categories in the ~~"Grants~~“Grants of Plan-Based ~~Awards"~~Awards” table under the heading ~~"Executive~~“Executive Compensation ~~Tables"~~Tables” found ~~elsewhere in~~on page 39 of this proxy statement.


		~~2021 PROXY STATEMENT~~		~~Page 37~~

~~Table of Contents~~

~~COMPENSATION OF EXECUTIVE OFFICERS~~

Long-Term Equity Incentives

Our Board utilizes a Long-Term Incentive Program (LTI) for senior management members as part of their total compensation.

Pearl Meyer assisted the Compensation and Human Resources Committee with the initial plan design and periodically evaluates appropriate reward levels. The program is designed to be made up of three-year rolling plans. Grants may be given in time-vested restricted stock, performance-vested restricted stock units, or a combination of both. The purpose of the program is to align ~~executives'~~executives’ interests with shareholder interests, increase executive stock ownership, and ensure sound risk management by providing a balanced view of performance and reward over a longer time horizon. The program also positions our total compensation ~~offerings~~opportunities to be competitive with the market to attract and retain strong talent which is needed to drive our success.

~~Our Board has approved Long-Term Incentive Programs for senior management members~~The Compensation and Human Resources Committee periodically evaluates long-term incentive programs to ensure the competitive target opportunities and appropriateness of the goals and measures.

For 2021, consistent with 2020, the program comprised of time-vested restricted stock and performance-vested restricted stock units. For the CEO, 62% of his LTI is granted as ~~part~~performance shares and 38% as time-vested awards. For the other NEOs, shares are allocated 50% performance shares and 50% time-vested shares.

Time-vested awards vest incrementally over three years (i.e., 1/3 per year) and also subject to a post-vesting holding requirement of ~~their total compensation. This compensation component is used to align~~three years. The post-vesting holding requirement will be eliminated upon implementation of new stock ownership guidelines in 2022.

Performance-vested awards will vest after the ~~interests~~3-year performance period ends depending on the achievement of ~~our participating officers and managers, particularly executive officers, with those of shareholders over a~~performance goals.

The 2021 long-term ~~horizon, and to support our leadership retention objectives. As further described below grants are~~incentive awards were made under the 2019 Equity Plan ~~("the~~ (“2019 ~~Plan"~~Equity Plan”) which was approved by shareholders at the 2019 Annual Meeting of Shareholders.

~~The following table shows the performance goals for the long-term incentive awards granted in 2020 at Threshold, Target and Stretch for role of the participants within the 2020-2022 Plan:~~

2020-2022 Long Term Incentive Plan

Time Vested
Performance

Name
% of
Salary Amount $ Threshold
% of
Salary Threshold $ Target
% of
Salary Target $ Stretch
% of
Salary Stretch $
Curtis C. Simard
25.00 % $ 163,750 20.00 % $ 131,000 40.00 % $ 262,000 60.00 % $ 393,000

Josephine Iannelli
20.00 84,000 10.00 42,000 20.00 84,000 30.00 126,000

Richard B. Maltz
20.00 84,000 10.00 42,000 20.00 84,000 30.00 126,000

Marion Colombo
17.50 54,250 8.75 27,125 17.50 54,250 26.25 81,375

John M. Mercier
17.50 54,250 8.75 27,125 17.50 54,250 26.25 81,375

~~Information pertaining to outstanding equity awards are disclosed in the "Outstanding Equity Awards at Fiscal Year-end" table found on page 42 in this proxy statement.~~

The 2020 Plan provides our NEOs with the opportunity to earn equity-based awards. Under the 2020 program, grants may be delivered in performance-vested restricted stock units, time-vested restricted stock, or a combination of both. The purpose of the program is to align executives' interests with shareholder interests, increase executive stock ownership, and ensure sound risk management by providing a balanced view of performance and reward over a longer time horizon. The program also positions our total compensation offerings to be competitive with the market to attract and retain strong talent which is needed to drive our success.

Target award opportunities ~~are~~were set based on ~~role. Equity awards are calculated~~each NEO’s role as a percentage of base ~~salary to determine the number of shares available for awards.~~salary. See the table ~~"Grants~~“Grants of Plan Based Awards ~~(columns g-k)~~ on page 41 to reference the actual shares that may be earned under the ~~2020-2022~~2021-2023 plan year tofor each NEO.

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Page 37

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Compensation Discussion and Analysis

The following table shows the long-term incentive awards granted in 2021:

2021 Long-Term Incentive Awards
	Time Vested					Performance-Vested
Name	% of Salary		Amount $			Target % of Salary			Target $
Curtis C. Simard		25.00%		$	168,675		40.00%			$	269,880
Josephine Iannelli		20.00			86,520		20.00				86,520
Richard B. Maltz		20.00			86,520		20.00				86,520
Marion Colombo		17.50			55,878		17.50	��			55,878
John M. Mercier		17.50			55,878		17.50				55,878
Jason Edgar		17.50			54,075		17.50				54,075

Information pertaining to outstanding equity awards are disclosed in the “Outstanding Equity Awards at Fiscal Year-end” table found on page 42 in this proxy statement.

LONG-TERM EQUITY INCENTIVE MEASURES

~~The Long-Term Incentive Programs consist of both performance-based and time-vested stock units converted to restricted~~

shares. Time-vested shares that are granted vest annually with a third of the shares vesting in each of the years covered. Grants are contingent upon continued employment with a pro-rated portion vesting in the event of a participant retirement, death, or disability. The time-vested shares also have a post-vesting holding period of three years. At the time of vesting, sufficient shares may be withheld to cover the executive's tax liabilities.

~~The remaining shares are performance-vested shares to be awarded at the end of the three-year measurement period and upon attainment of the performance goals.~~ Relative Return on Assets ~~("ROA"~~(“ROA”) ~~measured~~was selected as the primary performance measure for awards granted subject to

performance-based vesting conditions since it reflects our growth strategy and our strategic plan. We will measure our performance against the SNL $1.5 billion to $6 billion Bank Index ~~peer group will determine the~~for 2021-2023 performance ~~award for 2020-2022 Plan.~~period. The average of the ~~twelve~~12 quarters within the ~~plan measurement year~~performance period is calculated for Bar Harbor and ~~measured against peer results for~~ the ~~same period. A result below the 35~~^th ~~percentile~~component companies of the ~~peer group would fall~~Index. Then, the percent rank will be calculated to measure the relative performance achievement. The table below ~~Threshold and no payment would be due or paid. Target is calculated at~~shows the 50^th ~~percentile when measured against the peer group, and the plan Stretch is capped at the 75~~^th ~~percentile.~~ performance metric.

Measure

Threshold

Target

Stretch

Relative Three Year Average ROA

35th percentile

50th percentile

75th percentile

Payout

50%

100%

150%

In addition to relative ROA, ~~there is~~ a Total Shareholder Return ~~("TSR"~~(“TSR”) ~~modifier~~cap is used to further align with shareholder interest. If our three year TSR ~~calculation~~ for the ~~same~~ performance ~~measurement~~ period is negative, a payout cannot exceed ~~Threshold~~“Threshold” regardless of the relative ROA performance results.


~~Page 38~~		~~2021 PROXY STATEMENT~~

~~Table of Contents~~

~~COMPENSATION OF EXECUTIVE OFFICERS~~

Benefits, Retirement and Post-Termination Compensation Elements

We provide a 401(k) plan for all employees meeting minimum age (20 1∕2 years old) and service (1st of month following 30 days of employment) requirements which includes employer matching contributions of up to 5%. We match 100% on the first 3% deferred by employees and 50% on the next 2% deferred by employees.

We also maintain employment agreements with ~~NEOs~~Mr. Simard and Ms. Iannelli which provide severance benefits in the event of a termination by the employer without cause and/or by the employee with good reason, as well as change in control with subsequent termination (or constructive termination).

We also have change in control agreements ~~for NEOs Maltz,~~with Ms. Colombo and ~~Mercier.~~Messrs. Mercier and Edgar. These agreements provide for, among other things, the payment of 24 months of their salary and subsidized medical COBRA ~~reimbursement~~reimbursements for a period of ~~24 to 36~~12 months in the event of both a change in control and subsequent termination (or constructive termination) within ~~set timeframes~~one year after a change in control, unless such termination was for cause. These specific payments and timeframes were ~~established under~~selected based on the advice of a compensation consultant and employment attorney as representative of similar type agreements in the industry, and which we believe are necessary to attract and retain senior executives.

Our equity award agreements and the related long term incentive plan program documents address the treatment of equity awards

upon a termination of employment or change in control. Under these provisions, ~~the~~ awards vest on a prorated basis in case of termination of employment due to death, disability, or retirement (defined as attainment of age 65 or attainment of age 60 with at least 10 years of service), based on actual performance for performance-based awards. The award agreements and program documents also provide for full vesting of outstanding equity awards upon the occurrence of a change in control (i.e., without requirement of a subsequent termination of employment), based on target performance in case of performance-based awards.

The Compensation and Human Resources Committee feels these agreements are necessary to provide a competitive total compensation plan to attract and retain the employment of ~~our~~ current and future NEOs.

Other Compensation and Benefits

All executive officers can participate in certain group health, dental, disability and term life insurance benefits. In accordance with our policy, all such benefits are generally available to our employees including employees of our subsidiaries. In addition, we provide our NEOs paid time off awards.

Clawback Provision

We have provisions in our incentive programs ~~guidance~~ requiring each current and former executive officer to forfeit any

erroneously awarded incentive-based compensation. This incentive-based compensation would have been received by any such officer during the three completed years preceding the date on which we are required to prepare an accounting restatement due to our material non-compliance with any financial reporting requirement under ~~the~~ federal securities laws. None of our directors or executives

2022 PROXY STATEMENT

Page 38

TABLE OF CONTENTS

Compensation Discussion and Analysis

were required to forfeit any ~~such~~ erroneously awarded incentive-based compensation in ~~2020.~~

2021.

Our provisions further state that the altering, inflating and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards will subject any participant to disciplinary action up to and including termination of employment. In addition, any incentive compensation as provided by the plan to which the participant would otherwise be entitled will be revoked or subject to ~~"clawback."~~

“clawback.”

All cash and equity awards ~~proposed~~made under the 2019 Equity Plan will be subject to clawback, cancellation, recoupment, rescission, payback, reduction, or similar action in accordance with the terms of any clawback or similar policy or any applicable law related to such actions, as may be in effect from time-to-time.

Stock Ownership Guidelines

~~While all our executive officers hold equity interests in our company and may be granted shares in the future under our equity programs,~~

In 2022, we ~~do not have specific guidelines regarding~~added stock ownership guidelines for our NEOs ~~at this time. Our Board has implemented a~~and have eliminated the three-year retention requirement. Stock ownership guidelines require both ownership requirements as well as retention requirements. The CEO must own and retain three times his or her annual base salary and other NEO’s must

own and retain one times their annual base salary. All equity granted (net of taxes withheld and/or transactions costs) must be held until the ownership requirement for shares acquired under equity awards issued under our Long-Term Incentive Program for NEOs for retention purposes. We encourage NEO stock ownership and review overall ownership levels on a periodic basis.

is met.

Policy on Code Section 162(m)

Section 162(m) of the U.S. Internal Revenue Code, or the Code, generally prohibits any publicly held corporation from taking a federal income tax deduction for compensation paid in excess of $1 million in any taxable year to the CEO and the other ~~"covered employees"~~“covered employees” as defined in the rule. Under the tax laws in effect before 2018, compensation that qualified as ~~"performance-based compensation"~~“performance-based compensation” under Section 162(m) of the Code was deductible without regard to this limitation. Effective for tax years beginning after December 31, 2017, the Tax Cuts and Job Acts of 2017 generally eliminated the performance-based exemption, subject to a special rule that grandfathers certain awards and agreements that were in effect on November 2, 2017. While considering tax deductibility as only one of several considerations in determining compensation, the Compensation and Human Resources Committee believes the tax deduction limitation should not compromise its ability to structure compensation programs that provide benefits to us that outweigh the potential benefit of a tax deduction, and therefore, may approve compensation that is not deductible for tax purposes.


		~~2021 PROXY STATEMENT~~		~~Page 39~~

~~Table of Contents~~

~~COMPENSATION OF EXECUTIVE OFFICERS~~

Summary Compensation Table

The following table discloses compensation for the years ended December 31, 2021, 2020 ~~2019~~ and ~~2018~~2019 received by the NEOs.

NAME AND PRINCIPAL POSITION
YEAR BASE
SALARY
RECEIVED1 SIGN ON
BONUS STOCK
AWARDS2 NON-EQUITY
INCENTIVE PLAN
COMPENSATION ALL
OTHER COMPENSATION3 TOTAL ($)
Curtis C. Simard
2020 $ 655,000 $ — $ 556,767 $ 433,738 $ 62,965 $ 1,708,470
President & CEO
2019 635,000 — 417,498 253,388 30,287 1,336,173
2018 605,000 — 302,481 303,500 30,235 1,241,216

Josephine Iannelli
2020 420,000 — 210,024 216,317 12,660 859,001
EVP, CFO and Treasurer
2019 405,000 — 226,856 121,780 24,585 778,221
2018 390,000 — 144,261 160,000 28,204 722,465

Richard B. Maltz
2020 420,000 — 210,024 216,317 24,126 870,467
EVP, Chief Operating Officer and
2019 405,000 — 226,856 121,780 26,744 780,380
Chief Risk Officer
2018 390,000 — 144,261 160,000 23,838 718,099

Marion Colombo
2020 310,000 — 135,629 136,854 25,204 607,687
EVP, Director of Retail Delivery
2019 300,000 — 143,738 78,931 32,663 555,332
2018 245,385 ⁴ 30,000 ⁵ 160,296 ⁶ 115,000 28,631 579,312

John M. Mercier
2020 310,000 — 135,629 136,854 34,820 617,303
EVP, Chief Lending Officer
2019 300,000 — 123,743 78,931 33,354 536,028
2018 290,000 — 90,585 100,000 29,269 509,854

NAME AND PRINCIPAL POSITION	YEAR		BASE SALARY RECEIVED1			SIGN ON BONUS4			STOCK AWARDS2			NON-EQUITY INCENTIVE PLAN COMPENSATION			ALL OTHER COMPENSATION3			TOTAL ($)
Curtis C. Simard President & CEO		2021		$	674,700		$	—		$	573,495		$	506,025		$	42,251		$	1,796,471
		2020			655,000			—			556,767			433,738			62,965			1,708,470
		2019			635,000			—			417,498			253,388			30,287			1,336,173
Josephine Iannelli EVP, CFO and Treasurer		2021			432,600			—			216,300			227,115			14,224			890,239
		2020			420,000			—			210,024			216,317			12,660			859,001
		2019			405,000			—			226,856			121,780			24,585			778,221
Richard B. Maltz EVP, Chief Operating Officer and Chief Risk Officer		2021			407,401			—			—			—			13,052			420,453
		2020			420,000			—			210,024			216,317			24,126			870,467
		2019			405,000			—			226,856			121,780			26,744			780,380
Marion Colombo EVP, Director of Retail Delivery		2021			319,300			—			139,694			143,685			25,334			628,013
		2020			310,000			—			135,629			136,854			25,204			607,687
		2019			300,000			—			143,738			78,931			32,663			555,332
John M. Mercier EVP, Chief Lending Officer		2021			319,300			—			139,694			143,685			31,149			633,828
		2020			310,000			—			135,629			136,854			34,820			617,303
		2019			300,000			—			123,743			78,931			33,354			536,028
Jason Edgar President, Wealth		2021			309,000			—			135,188			139,050			24,440			607,678
		2020			300,000			—			78,745			132,439			25,119			536,303
		2019			275,000			50,000			71,604			50,000			4,430			451,034


1		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. Mr. Maltz’s base salary is reflective of what he earned as he retired from the Company on April 30, 2021.
2		2. Amounts in this column represent grants issued to NEOs under the Long-Term Incentive Plans computed in accordance with FASB ASC Topic 718. 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, ~~2020.~~2021. For performance-based awards, amounts in this column are computed at the probable level of Stretch performance.
3		3. Other Annual 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.
4		~~Base salary for Ms. Colombo represents pro-rated amounts of her approved annualized base salary representing the time worked during the identified year.~~
54.		~~Ms. Colombo~~ Mr. Edgar received a sign on bonus of ~~$30,000~~$50,000 upon joining in ~~February 2018.~~
6 June 2019.		~~Ms. Colombo was granted a pro rata share of long-term performance stock awards for 2016-2018, 2017-2019, and 2018-2021 upon joining in February 2018.~~

2022 PROXY STATEMENT


~~Page 40~~		~~2021 PROXY STATEMENT~~

Page 39

~~Table of Contents~~

~~COMPENSATION~~TABLE OF ~~EXECUTIVE OFFICERS~~

CONTENTS

Compensation Discussion and Analysis

The NEOs also participate in certain group life, health and disability insurances and medical reimbursement plans not disclosed in the Summary Compensation Table that are generally available to all employees and do not discriminate in scope, terms and operation. The table below provides detail on the amounts comprising the column entitled ~~"All~~“All Other ~~Compensation"~~Compensation” contained in the Summary Compensation Table for ~~2020.~~

2021.

NAME
EMPLOYER
401(K)
CONTRIBUTION
MATCH MEMBERSHIP
DUES HOUSING
ALLOWANCE AUTOMOBILE
ALLOWANCE IMPUTED LIFE
INSURANCE TOTAL
Curtis C. Simard
$ 11,400 $ 43,680 $ — $ 5,979 $ 1,906 $ 62,965

Josephine Iannelli
11,400 — — 0 1,260 12,660

Richard B. Maltz
11,400 — — 7,182 5,544 24,126

Marion Colombo
11,400 10,920 — 0 2,884 25,204

John M. Mercier
11,400 11,560 — 8,927 2,933 34,820

NAME	EMPLOYER 401(K) CONTRIBUTION MATCH			MEMBERSHIP DUES			HOUSING ALLOWANCE			AUTOMOBILE ALLOWANCE			IMPUTED LIFE INSURANCE			TOTAL
Curtis C. Simard		$	11,600		$	26,002		$	—		$	2,813		$	1,836		$	42,251
Josephine Iannelli			11,600			—			—			1,634			990			14,224
Richard B. Maltz			10,281			—			—			1,431			1,340			13,052
Marion Colombo			11,600			10,896			—			—			2,838			25,334
John M. Mercier			11,600			14,043			—			2,668			2,838			31,149
Jason P. Edgar			11,600			—			—			11,850			990			24,440


1		1. Membership Dues include payment of membership or participation fees to fitness, country club, or similar organizations.

We may provide non-cash perquisites that are not disclosed in the table above with a de minimis value such as incidental service fee waivers on deposit accounts or safe deposit rental fees.

Grants of Plan-Based Awards

The following table sets forth information regarding the ~~2020-2022 long-term plan-based~~ awards granted to the NEOs during the last fiscal year under the ~~2020 Annual~~2021-2023 Long Term Incentive Plan. Amounts disclosed are based on ~~2020~~2021 eligible salaries received by the participants. The time-vested ~~grants~~awards granted under the ~~2020-2022~~2021-2023 Long Term Incentive Plan are shown under Target, and the range of the possible performance awards pursuant to the ~~2020-2022~~2021-2023 Long Term Incentive Plan is also disclosed for each participant.

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards1 Estimated future payouts
under equity incentive
plan awards2 All other
stock awards:
Number of Grant date
fair value of

Name
(a)
Grant Type
(b) Grant Date
(c) Threshold ($)
(d)

Target ($)
(e)

Stretch ($)
(f) Threshold (#)
(g)

Target (#)
(h)

Stretch (#)
(i) stock units3(#)
(j) stock awards4
(#) (k)
Curtis C. Simard
Short-term $ 147,375 $ 294,750 $ 442,125
Time-vested Jan 2020 6,532 $ 163,757
Performance Jan 2020 5,226 10,451 15,677 393,010

Josephine Iannelli
Short-term 73,500 147,000 220,500
Time-vested Jan 2020 3,351 84,010
Performance Jan 2020 1,676 3,351 5,027 126,014

Richard B. Maltz
Short-term 73,500 147,000 220,500
Time-vested Jan 2020 3,351 84,010
Performance Jan 2020 1,676 3,351 5,027 126,014

Marion Colombo
Short-term 46,500 93,000 139,500
Time-vested Jan 2020 2,164 54,251
Performance Jan 2020 1,082 2,164 3,246 81,377

John M. Mercier
Short-term 46,500 93,000 139,500
Time-vested Jan 2020 2,164 54,251
Performance Jan 2020 1,082 2,164 3,246 81,377

			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)		All other stock awards: Number of stock units3(#) (j)		Grant date fair value of stock awards4(#) (k)
Curtis C. Simard	Short-term			$	168,678		$	337,350		$	506,025										$
	Time-vested	Jan 2021																	7,493			168,675
	Performance	Jan 2021											5,995		11,989		17,984					404,820
Josephine Iannelli	Short-term				75,705			151,410			227,115
	Time-vested	Jan 2021																	3,844			86,520
	Performance	Jan 2021											1,922		3,844		5,765					129,780
Rick Maltz	Short-term				—			—			—
	Time-vested	Jan 2021																	3,844			86,520
	Performance	Jan 2021											1,922		3,844		5,765					129,780
Marion Colombo	Short-term				47,895			95,790			143,685
	Time-vested	Jan 2021																	2,482			55,877
	Performance	Jan 2021											1,241		2,482		3,724					83,816
John M. Mercier	Short-term				47,895			95,790			143,685
	Time-vested	Jan 2021																	2,482			55,877
	Performance	Jan 2021											1,241		2,482		3,724					83,816
Jason Edgar	Short-term				46,350			92,700			139,050
	Time-vested	Jan 2021																	2,402			54,075
	Performance	Jan 2021											1,201		2,402		3,603					81,113


1		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, ~~2020.~~2021. More information regarding the terms of the Annual Incentive Program can be found in the Compensation Discussion and Analysis.
2		2. Amounts in columns (g), (h), and (i) represent the number of ~~performance~~ shares subject to performance-vested awards granted ~~under the Long-Term Incentive Plan~~ in ~~2020 based on the relevant performance level. The performance shares were granted~~2021 under the 2019 Equity Plan. More information regarding the terms of the ~~performance shares~~performance-vested awards can be found in the Compensation Discussion and Analysis.
3		3. Represents the number of shares subject to time-vested ~~shares~~awards granted to NEOs in ~~2020 under the Long-Term Incentive Plans. The performance shares were granted~~2021 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		4. Fair values of performance awards in column (k) are determined based on Stretch performance level.

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		~~2021 PROXY STATEMENT~~		~~Page 41~~

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~~Table of Contents~~

~~COMPENSATION~~TABLE OF ~~EXECUTIVE OFFICERS~~

CONTENTS

Compensation Discussion and Analysis

Outstanding Equity Awards at Fiscal ~~Year-End-2020~~
Year-End-2021

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
6,194 $ 139,933 23,956 $ 541,155

Josephine Iannelli
3,114 70,346 8,987 203,010

Richard B. Maltz
3,114 70,346 8,987 203,010

Marion Colombo
1,986 44,862 5,691 128,551

John M. Mercier
1,986 44,862 5,691 128,551

	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		7,173		$	207,512		33,661		$	973,799
Josephine Iannelli		3,679			106,446		10,792			312,211
Rick Maltz		3,679			106,446		10,792			312,211
Marion Colombo		2,376			68,744		6,970			201,628
John M. Mercier		2,376			68,744		6,970			201,628
Jason Edgar		2,300			66,525		6,744			195,116


1		1. Amounts in column (b) represent shares subject to time-vested ~~shares~~awards payable in ~~2021,~~ 2022, 2023 and ~~2023.~~2024. The amount in column (c) represents the total value of those shares at December 31, ~~2020~~2021 at the closing price of ~~$22.59~~$28.93 per share.
2		2. Amounts in column (d) represent ~~the performance~~ shares subject to time-vested awards payable in ~~2021,~~ 2022, 2023, and ~~2023~~2024 if paid at Stretch level. The amounts in column (e) represent the total value of those shares at December 31, ~~2020~~2021 at the closing price of ~~$22.59~~$28.93 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 Vested in ~~2020~~
2021

STOCK AWARDS1

NAME
NUMBER OF SHARES ACQUIRED ON VESTING
VALUE REALIZED ON VESTING1
Curtis C. Simard
10,264 $ 187,036

Josephine Iannelli
7,739 153,954

Richard B. Maltz
8,049 160,291

Marion Colombo
4,257 85,238

John M. Mercier
6,405 135,198

	STOCK AWARDS1
NAME	NUMBER OF SHARES ACQUIRED ON VESTING		VALUE REALIZED ON VESTING1
Curtis C. Simard		7,738		$	228,116
Josephine Iannelli		3,867			113,999
Rick Maltz		3,867			113,999
Marion Colombo		2,339			68,954
John M. Mercier		2,378			70,103
Jason Edgar		2,083			61,407


1		1. This represents the number and dollar value, respectively, of restricted time-vested shares issued in ~~2020~~2021 to NEOs under the ~~2016-2018, 2017-2019~~2018-2020, 2019-2021 and ~~2018-2020~~2020-2022 Long Term Incentive Programs and the performance shares issued under the ~~2017-2019~~2018-2020 plan. Depending on the plan period, the shares subject to time-vested ~~shares~~awards must be held for a period of one to three years after issue and ~~performance~~ shares subject to performance-vested awards are required to be held for a three-year period.

No NEO held stock options at December 31, ~~2020.~~

2021.

No NEOs have Pension Benefits or activity in any Nonqualified Deferred Compensation plan or SERP.

Potential Payments Upon Termination of Employment or Change in Control

Executive Employment Agreements.We have entered into executive employment agreements with Mr. Simard and Ms. Iannelli. Mr. Simard and Ms. Iannelli are the only named executive officers with employment agreements. The agreements provide severance benefits to the executive in connection with termination of employment either by us without ~~"cause"~~“cause” or by the executive for ~~"good reason" (as~~“good reason” (as those terms are defined in the employment agreements). The amount of severance depends, in part, on whether the termination of employment occurs prior to a change in control ("(“non-CIC ~~severance"~~severance”), or in anticipation of, or within 12 months after, a change in control ("(“CIC ~~severance"~~severance”). In each case, severance payments are conditioned on the executive providing us with a release of claims. The following briefly summarizes the severance benefits payable to each executive under the agreements:

•

Non-CIC severance

•

For Mr. Simard, his employment agreement provides for (i) cash severance equal to his base salary for the remainder of the term of his employment agreement (currently scheduled to remain in effect through December 31, ~~2021)~~2024), payable in a lump sum; (ii) pro-rata annual incentive award for the year of termination; (iii) group health benefits (including medical, vision and dental benefits) for the remainder of the employment term (currently, through December 31, ~~2021)~~2024) or 18 months (if longer); and (iv) full vesting of all outstanding equity awards, with assumed target performance for performance-based awards.

•


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~~COMPENSATION OF EXECUTIVE OFFICERS~~

•: For Ms. Iannelli, her employment agreement provides for (i) cash severance equal to three ~~years'~~years of base salary, payable in a lump sum; (ii) pro-rata annual

2022 PROXY STATEMENT

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Compensation Discussion and ~~(ii)~~Analysis

incentive award for the year of termination; and (iii) a payment equal to 18 months of our share of premium contributions for group health benefits (including medical, vision and dental benefits).

•

CIC severance

•

For Mr. Simard, his employment agreement provides for (i) cash severance equal to three times the sum of Mr. ~~Simard's~~Simard’s base salary and target annual bonus, payable in a lump sum; (ii) pro-rata annual incentive award for the year of termination; (iii) group health benefits (including medical, vision and dental benefits) for 36 months; and (iv) full vesting of all outstanding equity awards, with assumed target performance for performance-based awards.

•

For Ms. Iannelli, her employment agreement provides for (i) cash severance equal to three times the sum of Ms. ~~Iannelli's~~Iannelli’s base salary and target annual bonus, payable in a lump sum; (ii) pro-rata annual incentive award for the year of termination; and ~~(ii)~~(iii) a payment equal to 36 months of our share of premium contributions for group health benefits (including medical, vision and dental benefits).

Executive Change in Control Severance Plan.The named executive officers, other than Mr. Simard and Ms. Iannelli, do not have employment agreements and do not participate in any arrangements entitling them to non-CIC severance. The named executives, other than Mr. Simard and Ms. Iannelli, do, however, participate in our Executive Change in Control Severance Plan. The plan provides participating executives with severance benefits in the event that (i) a change in control occurs; and (ii) within 12 months after the change in control, the ~~executive's~~executive’s employment is terminated by us without cause or by the executive for good reason (as those terms are defined in the plan). If a

qualifying termination occurs, the executive is eligible for severance benefits equal to a specified number of months of base salary and a specified number of months of COBRA premiums for group health ~~coverage (to the extent the COBRA~~coverage.

premiums exceed active employee premium rates). Mr. Maltz is eligible for 36 months of salary and 18 months of COBRA premiums, and the other named executive officers are eligible for 24 months of salary and 12 months of COBRA premiums.

Equity Awards.Our equity award agreements and the related long-term incentive plan program documents address treatment of equity awards upon termination of employment or change in control. Under these provisions, the awards vest on a prorated basis in case of termination of employment due to death, disability, or retirement (defined as attainment of age 65 or attainment of age 60 with at least 10 years of service), based on actual performance for performance-based awards. ~~None of the named executive officers were eligible for retirement as of the end of the last fiscal year.~~ Except as set forth in the preceding paragraphs, for any other termination of employment before vesting, the awards forfeit. The award agreements and program documents also provide for full vesting of outstanding equity awards upon the occurrence of a change in control (i.e., without requirement of a subsequent termination of employment), based on target performance in case of performance-based awards.

No Change in Control Excise Taxes.None of these arrangements include payments of excise taxes in case of a change in control. The employment agreements and Executive Change in Control Severance Plan instead provide for a cutback ~~in any change in control~~parachute payments to the extent a cutback would result in a greater after-tax payment to the executive.

The following table estimates the amount that would have been payable to each named executive officer under the arrangements described above assuming the applicable employment termination event or change in control had occurred as of the end of the last fiscal year. The value of equity awards that vest is based on the closing price of our common stock at the end of the last fiscal year and assumes target performance in case of performance-based awards.

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		~~2021 PROXY STATEMENT~~		~~Page 43~~

TABLE OF CONTENTS

Compensation Discussion and Analysis

~~Table of Contents~~

~~COMPENSATION OF EXECUTIVE OFFICERS~~

Termination and Change in Control Benefits

Termination Event
Curtis C. Simard Josephine Iannelli Richard B. Maltz Marion Colombo John M. Mercier
Termination Without Cause or With Good Reason—Not in Connection with Change in Control

Cash severance
$ 1,965,000 $ 1,260,000 — — —
Pro rata bonus
294,750 147,000 — — —
Benefits
59,119 59,119 — — —
Equity vesting
726,424 316,043 — — —
Total
$ 3,045,293 $ 1,782,162 — — —

Termination Without Cause or With Good Reason—In Connection with Change in Control¹

Cash severance
$ 2,849,250 $ 1,701,000 $ 1,260,000 $ 620,000 $ 620,000
Pro rata bonus
294,750 147,000 — — —
Benefits
59,119 59,119 29,560 19,706 19,706
Equity vesting
726,424 316,043 316,043 197,684 199,552
Total
$ 3,929,543 $ 2,223,162 $ 1,605,603 $ 837,390 $ 839,258

Death, Disability or Retirement ²

Cash severance
$ 655,000 $ 420,000 — — —
Pro rata bonus
— — — — —
Benefits
29,560 29,560 — — —
Equity vesting
225,739 110,366 110,366 67,128 68,996
Total
$ 910,299 $ 599,926 $ 110,366 $ 67,128 $ 68,996

Any Other Termination of Employment

Cash severance
— — — — —
Pro rata bonus
— — — — —
Benefits
— — — — —
Equity vesting
— — — — —
Total
— — — — —

Closing of Change in Control

Cash severance
— — — — —
Pro rata bonus
— — — — —
Benefits
— — — — —
Equity vesting
726,424 316,043 316,043 197,684 199,552
Total
$ 726,424 $ 316,043 $ 316,043 $ 197,684 $ 199,552

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		$	2,024,100		$	1,297,800		$	—		$	—		$	—
Pro rata bonus			506,025			227,115			—			—			—
Benefits			62,364			62,364			—			—			—
Equity vesting			1,204,872			485,811			—			—			—
Total		$	3,797,361		$	2,073,090		$	—		$	—		$	—
Termination Without Cause or With Good Reason—In Connection with Change in Control1
Cash severance		$	3,390,368		$	1,979,145		$	638,600		$	638,600		$	618,000
Pro rata bonus			506,025			227,115			—			—			—
Benefits			62,364			62,364			21,204			15,213			21,204
Equity vesting			1,204,872			485,811			310,836			310,836			288,296
Total		$	5,163,629		$	2,754,435		$	970,640		$	964,649		$	927,500
Death, Disability or Retirement
Cash severance		$	674,700		$	432,600		$	—		$	—		$	—
Pro rata bonus			—			—			—			—			—
Benefits			31,182			31,182			—			—			—
Equity vesting			348,188			171,239			107,682			107,682			91,703
Total		$	1,054,070		$	599,926		$	107,682		$	107,682		$	91,703
Any Other Termination of Employment
Cash severance		$	—		$	—		$	—		$	—		$	—
Pro rata bonus			—			—			—			—			—
Benefits			—			—			—			—			—
Equity vesting			—			—			—			—			—
Total		$	—		$	—		$	—		$	—		$	—


1		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.
2		~~None of the named executive officers were eligible for retirement for purposes of the equity award agreements as of the end of December 31, 2020.~~

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CEO Pay Ratio



		CEO Pay Ratio


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~~CEO Pay Ratio~~

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our

employees

~~employees~~

and the annual total compensation of Curtis C. Simard, our Chief Executive Officer and President ~~("CEO"~~(“CEO”) as of the end of ~~2020,~~2021, our last completed fiscal year:

CEO PAY RATIO
CEO Annual Total Compensation	$	1,134,279
Median Employee Annual Total Compensation	$	55,038
CEO to Median Employee Pay Ratio		20.61

CEO PAY RATIO

CEO Annual Total Compensation
$ 953,945

Median Employee Annual Total Compensation
$ 53,704

CEO to Median Employee Pay Ratio
17.76

Based on this information, we reasonably estimate that for ~~2020~~2021 our ~~CEO's~~CEO’s annual total compensation was approximately 1821 times that of the median of the annual total compensation of all our employees.

To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO for this purpose, we took the following steps:

•

We selected, November 16, ~~2020~~2021 which is within the last three months of ~~2020,~~2021, as the date upon which we would identify the ~~"median employee"~~“median employee” because it enabled us to make such identification in a reasonably efficient and economical manner.

•

We identified the ~~"median employee"~~“median employee” from our employee population excluding the CEO by including the annualized base salary calculated on their November 16, ~~2020~~2021 compensation rate, overtime, incentives, commissions, matching contributions to participants in our ~~Section~~ 401(k) plan, and the employer subsidy contributions for our health programs.

•

We annualized the compensation of the employees who were hired in ~~2020~~2021 but did not work for us for the entire fiscal year.

Since we do not widely distribute annual equity awards to our employees, such awards were excluded from our compensation measure for identifying our median employee.

We identified our median employee using compensation measures identified in Section 953(b) consistently applied to all our employees included in the calculation.

~~CEO Employment Agreement~~Executive and Change in Control Agreements

In February 2018 we executed a new CEO Employment Agreement with Mr. Simard in order to retain ~~Mr. Simard.~~

him.

The term of the Employment Agreement is three years from January 1, 2018, with automatic one-year renewals each January 1st thereafter unless we elect not to extend the term of

the Employment Agreement by providing Mr. Simard with 90 ~~days'~~days’ written notice. The Employment Agreement includes certain restrictive covenants with respect to competition and non-solicitation of customers and employees that apply during the

term of the Employment Agreement and for a period of one-year following Mr. ~~Simard's~~Simard’s termination of employment, the geographic scope of which has been expanded to cover a fifty-mile radius of any location where the employer maintains an office as of the date of the termination of employment.

Under the terms of the Employment Agreement, Mr. Simard is entitled to receive an annual base salary of ~~$655,000,~~$674,700, which amount is not subject to automatic increase, but will be reviewed annually, and further provides that his base compensation will not be reduced downward during the term of the Employment Agreement. Mr. Simard will be eligible to continue to participate in our annual incentive and long-term incentive plans approved by the Board and in our medical, dental, disability, retirement, life insurance, and other employee benefit plans.

If Mr. ~~Simard's~~Simard’s employment is terminated by the employer without ~~"cause"~~“cause” or he resigns for ~~"good reason" (each~~“good reason” (each as defined in the Employment Agreement), Mr. Simard is entitled to receive, in addition to accrued benefits, 1) a lump sum payment equal to the base compensation that would have been paid during the remaining unexpired term of the Employment Agreement; 2) insurance continuation for the greater of the remaining unexpired term of the Employment Agreement or the duration of COBRA coverage; 3) payment of a pro-rated amount of any incentive compensation earned for the calendar year of termination; and 4) immediate vesting of all time-based equity awards and vesting at target of all performance-based equity awards.

In addition, if Mr. ~~Simard's~~Simard’s employment is terminated by the employer without cause or he resigns for good reason within six months prior to or within twelve months following a change in control (as defined in the Employment Agreement), then, in addition to accrued benefits, he is entitled to receive 1)i) a lump sum payment equal to three times his base compensation and target bonus in effect during the year of termination; 2)ii) insurance continuation for three years; 3)iii) payment of a pro-rated amount of


		~~2021 PROXY STATEMENT~~		~~Page 45~~

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~~CEO Pay Ratio~~

any incentive compensation earned for the calendar year of termination; and 4)iv) immediate vesting of all time-based equity awards and vesting at target of all performance-based equity awards. If the payment of the severance benefits upon a change in control is determined to constitute an ~~"excess~~“excess parachute ~~payment"~~payment” under Code Section 280G, then the payments will be reduced so that no portion of the severance benefits will be non-deductible to us or will be subject to excise taxes.

2022 PROXY STATEMENT

~~Compensation of the CEO.~~Page 44

On an annual basis, the Compensation and Human Resources Committee reviews the existing compensation plan for our CEO. This Committee reviews his compensation plan specific to our overall performance, the achievement of certain financial and non-financial goals and the judgment of the entire Board as to the quality of his leadership. In addition, the Committee will compare his compensation to CEOs of our Compensation Peer Group and salary survey information for comparable positions. In making these comparisons, the Committee will consider appropriate differences in the size, business model, and financial performance of the other banking institutions.

~~In accordance with the~~

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CEO ~~Employment Agreement, the Committee reviews his base salary no less often than annually and may recommend an increase in his base salary to the Board at the Committee's sole discretion.~~

As further discussed below, Mr. Simard participated in the structured annual incentive cash compensation plan provided to all executive officers. During 2020, Mr. Simard earned an award amounting to $433,738.

During 2020, the Compensation and Human Resources Committee granted Mr. Simard restricted time-vested shares and the potential for an issue of restricted performance shares under the 2019-2021 Long Term Incentive Program. He is required to hold the time-vested and any performance shares issued for a minimum of three years from the issue date. Mr. Simard is a member of the Board and does not receive any director fees for participating in the activities of the Board.

Pay Ratio

Other Employment Agreements, Change in Control,
Confidentiality and Non-Competition Agreements.

We entered into an Employment Agreement with Ms. Iannelli on September 14, 2020, which includes change in control, confidentiality and non-competition provisions. This agreement provides Ms. Iannelli severance of salary for 36 months and benefits for a period of 36 months in the event of both a change of control of our ~~company~~Company and subsequent termination (or constructive termination) within 12 months after a change of control, unless such termination was for cause. In addition, Ms. ~~Iannelli's~~Iannelli’s equity grants will vest in accordance with the terms of the plans under which they were granted and vest fully upon a change in control.

We have also entered into an Executive Change in Control Severance Plan with ~~BHBT's~~BHBT’s Executive Vice Presidents, ~~Richard B. Maltz,~~ Marion Colombo, ~~and~~ John M. Mercier and Jason P. Edgar along with ~~eight~~seven other management employees. Their agreements provide for severance of salary for a period of 12 to 24 months in the event of both a change of control of our ~~company~~Company and subsequent termination (or constructive termination) within 12 months of a change of control, unless such termination was for cause.

All these agreements were entered into as part of a total compensation program to attract and/or retain qualified executives and not entered into in response to any effort known to the Board by any party or entity to acquire control of our ~~company.~~

Company.

2022 PROXY STATEMENT

~~Incentive Cash Compensation.~~Page 45

During 2020, Messrs. Simard, Maltz and Mercier and Mss. Iannelli and Colombo participated in an annual cash incentive compensation program with team goals representing opportunities for incentive payments. We paid out a total of $1,140,080 in March

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PROPOSAL 2

ADVISORY APPROVAL OF 2021 ~~to the five NEOs based on the 2020 measurement period.~~

EXECUTIVE COMPENSATION

	PROPOSAL 2 ADVISORY APPROVAL OF 2021 EXECUTIVE COMPENSATION


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~~PROPOSAL 2~~
~~ADVISORY APPROVAL OF 2019 EXECUTIVE~~
~~COMPENSATION~~

~~Proposal 2~~
~~Advisory Approval of 2020 Executive~~
~~Compensation~~

Our shareholders have the opportunity at the Annual Meeting to vote to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers, or NEOs, as disclosed in this proxy statement in accordance with SEC rules. Each year, our Compensation and Human Resources Committee reviews our NEOs performance using a balanced and disciplined approach to determine base salaries and variable compensation awards. The approach for ~~2020~~2021 included a full-year assessment of financial results, contributions of the executives to the overall performance of the business, and progress delivering on our ~~short-and~~short- and long-term strategic goals. The Compensation and Human Resources Committee considers various factors that collectively indicate successful management of our business, including: 1)i) overall corporate performance; 2)ii) individual performance, including financial and non-financial measures; 3)iii) the manner in which results are achieved; 4)iv) adherence to risk and compliance policies, as well as the quality of earnings; 5)v) accountability in driving a strong risk management culture and other core values of our company; 6)vi) our year-over-year performance relative to our established risk metrics; and 7)vii) our performance relative to our peer competitor group.

Section 14A of the Exchange Act requires us to provide shareholders an opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our NEOs, as disclosed in this proxy statement. This vote does not address any specific item of compensation, but rather the overall compensation of our NEOs and our compensation philosophy, policies and practices, as disclosed in this proxy statement. At the 2021 Annual Meeting of Shareholders, shareholders voted to have the opportunity to express their opinion on the overall compensation program through this non-binding voting mechanism on an annual basis.

The NEOs in this proxy statement are Curtis C. Simard, Josephine Iannelli, ~~Richard B. Maltz,~~ Marion Colombo, ~~and~~ John M. ~~Mercier.~~Mercier, and Jason Edgar. The compensation of our NEOs is disclosed in the ~~"Compensation~~“Compensation Discussion and ~~Analysis"~~Analysis” section, the summary compensation table, and the other related tables and narrative disclosure contained elsewhere in this

proxy statement. As

discussed in those disclosures, our Board believes that our executive compensation philosophy, policies, and procedures provide a strong link between each ~~NEO's~~NEO’s compensation and our short- and long-term performance.

We are asking our shareholders to indicate their support of our ~~NEOs'~~NEO compensation as described in this proxy statement. This proposal will be presented at the Annual Meeting as a resolution in substantially the following form:

RESOLVED, on an advisory basis, that the compensation paid to the Named Executive Officers, as disclosed in the proxy statement for this ~~2021~~2022 Annual Meeting of Shareholders pursuant to compensation disclosure rules of the Securities and Exchange Commission, including the ~~"Compensation~~“Compensation Discussion and ~~Analysis"~~Analysis” section, the executive compensation tables and narrative discussion, is hereby APPROVED.

This vote is advisory and therefore not binding on us, the Compensation and Human Resources Committee or the Board. However, the Board and the Compensation and Human Resources Committee value the opinions of our shareholders and to the extent there is any significant vote against the NEO compensation as disclosed in this proxy statement, we will consider our ~~shareholders'~~shareholders’ concerns, and the Compensation and Human Resources Committee will evaluate whether any actions are necessary to address those concerns.

Vote Required

The approval of the non-binding, advisory resolution on the compensation of our NEOs will require a majority of the votes cast at the Annual Meeting by the shareholders present at the meeting or represented by proxy and entitled to vote be cast ~~"FOR"~~“FOR” this proposal. An abstention will have no effect on the outcome of the proposal. Brokers do not have discretionary authority to vote shares on this proposal without direction from the beneficial owner and broker non-votes will have no effect on the vote.

~~OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ADVISORY APPROVAL OF OUR 2020 EXECUTIVE COMPENSATION.~~



		OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ADVISORY APPROVAL OF OUR 2021 EXECUTIVE COMPENSATION.


		~~2021~~ 2022 PROXY STATEMENT		~~Page 47~~

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~~Table of Contents~~

PROPOSAL 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Proposal 3
Ratification of Appointment of Independent
Registered Public Accounting Firm

Our Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm, and is involved in the selection of the ~~firm's~~firm’s lead engagement partner. Annually the Audit Committee will evaluate the independent public accounting ~~firm's~~firm’s qualifications, assess the ~~firm's~~firm’s quality of service, the ~~firm's~~firm’s sufficiency of resources, the quality of the communication and interaction with the firm, and the ~~firm's~~firm’s independence, objectivity, and professional skepticism. The Audit Committee also considers the advisability and potential impact of selecting a different independent public accounting firm.

After assessing the performance and independence of RSM US LLP or RSM, our principal independent registered public accounting firm, the Audit Committee believes that retaining RSM is in the best interests of our Company and shareholders. The Audit Committee has appointed RSM as our independent registered public accounting firm to audit our ~~2021~~2022 consolidated financial statements. RSM has served as our independent registered public accounting firm since 2015. Although it is not required to do so, our Board is asking shareholders to ratify ~~RSM's~~RSM’s appointment. The Audit Committee considers RSM to be well qualified. In the absence of contrary specification, the proxy holders will vote proxies received in response to this solicitation in favor of ratification of the appointment. If our shareholders do not ratify

~~RSM's~~

RSM’s appointment, the Audit Committee will consider changing our independent registered public accounting firm for ~~2021.~~

2022.

Whether or not shareholders ratify ~~RSM's~~RSM’s appointment, the Audit Committee may appoint a different independent registered public accounting firm at any time if it determines that such a change is appropriate. RSM has advised the Committee that it is an independent accounting firm with respect to our ~~company~~Company and our subsidiaries in accordance with the requirements of the SEC and the Public Company Accounting Oversight Board. Representatives of RSM are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they choose and are expected to be available to respond to appropriate shareholder questions.

Vote Required

The ratification of RSM as our independent registered public accounting firm for the fiscal year ending December 31, ~~2021~~2022 will require the approval of a majority of the votes cast at the Annual Meeting by shareholders present at the meeting or represented by proxy and entitled to vote. An abstention will have no effect on the outcome of the proposal. Because this proposal is considered a routine matter, discretionary votes by brokers will be counted.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022.

2022 PROXY STATEMENT

~~THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION~~Page 47

TABLE OF ~~THE APPOINTMENT OF RSM US LLP AS INDEPENDENT REGISTERED PUBLIC~~CONTENTS

PRINCIPAL ACCOUNTING ~~FIRM FOR 2021.~~FEES AND SERVICES


~~Page 48~~		~~2021 PROXY STATEMENT~~

~~Table of Contents~~

~~Principal Accounting Fees and Services~~

Principal Accounting Fees and Services

The reports of RSM on our consolidated financial statements as of December 31, ~~2020~~2021 and ~~2019~~2020 and for the three-year period ending on December 31, ~~2020,~~2021, and on internal control over financial reporting as of December 31, ~~2020,~~2021, did not contain any

adverse

~~adverse~~

opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

The following table summarizes ~~RSM's~~RSM’s audit fees from January 1, ~~2019~~2020 through December 31, ~~2020.~~

2021.

SERVICE
2019 2020
Audit Fees¹
$386,000 $395,600

Audit-Related Fees²
54,000 60,000

Tax Fees
— —

All Other Fees
— —

Total
$440,000 $455,600

SERVICE	2020			2021
Audit Fees1		$	395,600		$	389,943
Audit-Related Fees2			60,000			47,500
Tax Fees			—			—
All Other Fees			—			—
Total		$	455,600		$	437,443


1		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		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.

Pre-Approval Policies and Procedures

~~The~~

Audit ~~Committee's~~Committee policies and procedures require the Audit Committee Chair to pre-approve all audits and non-audit services and report such pre-approvals to the Audit Committee at its next regularly scheduled meeting.

No services were rendered for financial information systems design and implementation or internal audit.

The Audit Committee has considered the compatibility of the non-audit services furnished by our auditing firm with the ~~firm's~~firm’s need to be independent.

The Audit Committee pre-approved 100% of the services performed by RSM pursuant to the policies outlined above.

2022 PROXY STATEMENT

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OTHER MATTERS



		Other Matters


		~~2021 PROXY STATEMENT~~		~~Page 49~~

~~Table of Contents~~

~~OTHER MATTERS~~

~~Other Matters~~

Nominations by Shareholders and Other Shareholder
Proposals

Our Bylaws and Governance Committee Charter provide that we consider nominees for election to the Board recommended by shareholders if those nominations are made in the same manner provided for under our Bylaws with regard to typical shareholder proposals. These procedures require in part, that to be timely, a ~~shareholder's~~shareholder’s notice shall be delivered to the Clerk at our principal executive offices no later than the close of business of the 120th day (i.e., January ~~18, 2022)~~17, 2023) nor earlier than the close of business on the 150th day (i.e., December ~~19, 2021)~~18, 2022) prior to the first anniversary of the preceding ~~year's~~year’s Annual Meeting.

The ~~shareholder's~~shareholder’s notice shall include:

•

for each person whom the shareholder proposes to nominate for election or re-election as a director, all information relating to that person is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required; in each case pursuant to Regulation 14A under the Exchange Act, such ~~person's~~person’s written consent to being named in the proxy statement as a nominee and to serving as a director, if elected, is to be included;

•

for any other business that the shareholder proposes to bring before the meeting, a brief description of the business to be brought before the meeting, the reasons for conducting such business at the meeting, any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made, and the names and addresses of other shareholders known by the shareholder proposing such business to support the proposal, and the class and number of shares of our capital stock beneficially owned by the other shareholders;

•

for the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made 1) the name and address of such shareholder, as they appear on our books, and of such beneficial owner, and 2) the class and number of shares of our common stock, which are owned beneficially and of record by such shareholder and such beneficial owner. Shareholder proposals submitted pursuant to Rule 14a-8 of the Exchange Act for inclusion in our proxy statement and form of proxy for the ~~2022~~2023 Annual Meeting of Shareholders must be received by us no later than December 2, ~~2021.~~2022. Any such proposal must also comply with the requirement as to form and substance established by the SEC for such a proposal to be included in the proxy statement and form of proxy.

Proposals should be addressed to Curtis C. Simard, CEO, Bar Harbor Bankshares, 82 Main Street, P.O. Box 400, Bar Harbor,

Maine 04609. If our Governance Committee determines that any shareholder proposal (including a nomination for election of a director) was not made in a timely fashion or that information provided in the notice does not fulfill the information requirements set forth above in any material respects, such proposal will not be presented for action at the Annual Meeting for which it is proposed. If a shareholder should propose a candidate, our Governance Committee would evaluate that candidate based on the criteria noted in this proxy statement.

Communication with Board

Our shareholders and other interested persons who want to communicate with the Board, any individual director, the non-management directors as a group, or any other group of directors, can write to:

Chairman of the Board
Bar Harbor Bankshares
82 Main Street
P.O. Box 400
Bar Harbor, ME 04609


		~~Chairman of the Board Bar Harbor Bankshares~~ ~~82 Main Street~~ ~~P.O. Box 400~~ ~~Bar Harbor, ME 04609~~

Written communications addressed to the Board received by us from shareholders will be shared with the full Board no later than the next regularly scheduled Board meeting.

Delivery of Documents to Security Holders Sharing an Address

SEC rules permit us to deliver a single copy of our ~~2020~~2021 Annual Report to Shareholders and this proxy statement to two or more shareholders who share an address, unless we have received contrary instructions from one or more of the security holders. This delivery method, which is known as ~~"householding,"~~“householding,” can reduce our expenses for printing and mailing. Any shareholder of record at a shared address to which a single copy of the documents was delivered may request a separate copy of the ~~2020~~2021 Annual Report to Shareholders and this proxy statement by (a) calling 1-888-853-7100, (b) sending a letter to us at 82 Main Street, P.O. Box 400, Bar Harbor, Maine 04609, Attn: Investor Relations, or (c) sending us an e-mail at InvestorRelations@barharbor.bank. Shareholders of record who wish to receive separate copies of these documents in the future may also contact us as stated above. Shareholders of record who share an address and are receiving multiple copies of our Annual Reports to Shareholders and proxy statements may contact us as stated above to request delivery of a single copy of such documents. Shareholders who hold their shares in ~~"street name"~~“street name” and who wish to obtain copies of these proxy materials should follow the instructions on their voting instruction forms or contact the holders of record.

2022 PROXY STATEMENT

Page 49

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~~Page 50~~		~~2021 PROXY STATEMENT~~

~~Table of Contents~~

OTHER MATTERS

Solicitation of Proxies

We will pay all expenses of preparing, printing and mailing, and making available over the internet, the Annual Meeting proxy materials, as well as all other expenses of soliciting proxies for the Annual Meeting on behalf of our Board. Alliance Advisors will solicit proxies by personal interview, mail, telephone, facsimile, email, Internet or other means of electronic transmission and will request brokerage houses, banks, and other custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of common stock held of record by these persons. We will pay a fee of approximately $10,500 to Alliance Advisors for its services and will reimburse it for payments made to brokers and other nominees for their expenses in forwarding soliciting material. In addition, certain of our ~~Directors,~~directors, officers and other employees, who will receive no compensation in addition to their regular salary or other compensation, may solicit proxies by personal interview, mail, telephone, facsimile, email, internet or other means of electronic transmission.

Other Business

As of the date of this proxy statement, the Board knows of no other matters that will be presented for consideration at the Annual Meeting other than as described in this proxy statement. If any other business, matter, or proposal shall properly come before the Annual Meeting and be voted upon, the enclosed proxies will be deemed to confer discretionary authority on the individuals named as proxies therein to vote the shares represented by such proxies as to any such matters. The person named as proxies intend to vote or not to vote in accordance with the recommendation of the Board.

By Order of the Board of Directors

Kirstie A. Carter, Corporate Clerk & Secretary

2022 PROXY STATEMENT

Page 50

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		~~2021 PROXY STATEMENT~~		~~Page 51~~

~~Table of Contents~~

APPENDIX A

AUDIT COMMITTEE REPORT

Appendix A
~~Appendix A~~
Audit Committee Report

To the Board of Directors of Bar Harbor Bankshares:

The Audit Committee of the Board of Directors consists entirely of members who meet the independence requirements of the listing standards of the New York Stock Exchange and the rules and regulations of the SEC, as determined by the Board of Directors. The Audit Committee is responsible for providing independent, objective oversight of the financial reporting processes and internal controls of Bar Harbor Bankshares. The Audit Committee operates under a written charter approved by the Board of Directors. A copy of the current charter is available on Bar Harbor ~~Bankshares'~~Bankshares’ website at https://www.barharbor.bank/~~codes-and-charters~~about-us/shareholder-relations/governance.

Management is responsible for Bar Harbor ~~Bankshares'~~Bankshares’ system of internal control and financial reporting processes, for the preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles and for the annual report on Bar Harbor ~~Bankshares'~~Bankshares’ internal control over financial reporting. The independent auditor is responsible for performing an independent audit of Bar Harbor ~~Bankshares'~~Bankshares’ consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board, or PCAOB, and for issuing a report on the financial statements and the effectiveness of Bar Harbor ~~Bankshares'~~Bankshares’ internal control over financial reporting. The Audit ~~Committee's~~Committee’s responsibility is to monitor and oversee these processes. Audit Committee members do not serve as professional accountants or auditors for Bar Harbor Bankshares, and their functions are not intended to duplicate or certify the activities of Bar Harbor ~~Bankshares'~~Bankshares’ management or independent auditor.

Consistent with its monitoring and oversight responsibilities, the Audit Committee met with management and RSM US LLP, or RSM, the independent auditor of Bar Harbor Bankshares, to review and discuss the December 31, ~~2020~~2021 audited consolidated financial statements. Management represented that Bar Harbor Bankshares had prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles. The Audit Committee discussed with RSM the matters

required by the PCAOB in accordance with Auditing Standard No. 1301, ~~"Communications~~“Communications with Audit Committees."

”

The Audit Committee received from RSM the written communication that is required by PCAOB Rule 3526, ~~"Communication~~“Communication with Audit Committees Concerning Independence,"” and the Audit Committee discussed with RSM that ~~firm's~~firm’s independence. The Audit Committee also considered whether ~~RSM's~~RSM’s provision of non-audit services and the audit and non-audit fees paid to RSM were compatible with maintaining that ~~firm's~~firm’s independence. Based on these reviews, the Audit Committee determined that RSM has the requisite independence.

Management completed the documentation, testing and evaluation of Bar Harbor ~~Bankshares'~~Bankshares’ system of internal control over financial reporting as of December 31, ~~2020~~2021 as required by Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Committee received periodic updates from management and RSM at Audit Committee meetings throughout the year and provided oversight of the process. Prior to filing Bar Harbor ~~Bankshares'~~Bankshares’ Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020,~~2021, or the Form 10-K, with the SEC, the Audit Committee also reviewed ~~management's~~management’s report on the effectiveness of Bar Harbor ~~Bankshares'~~Bankshares’ internal control over financial reporting contained in the Form 10-K, as well as the Report of Independent Registered Public Accounting Firm provided by RSM and also included in the Form 10-K. ~~RSM's~~RSM’s report included in the Form 10-K related to its audit of Bar Harbor ~~Bankshares'~~Bankshares’ consolidated financial statements and the effectiveness of Bar Harbor ~~Bankshares'~~Bankshares’ internal control over financial reporting.

Based upon the Audit ~~Committee's~~Committee’s discussions with management and RSM and the Audit ~~Committee's~~Committee’s review of the information provided by, and the representations of, management and RSM, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements as of and for the year ended December 31, ~~2020~~2021 be included in the Form 10-K. The Audit Committee selected RSM as Bar Harbor ~~Bankshares'~~Bankshares’ independent auditor for the fiscal year ending December 31, ~~2021,~~2022, and recommended the selection be submitted for ratification by the shareholders of Bar Harbor Bankshares.

Audit Committee of the Board:


	Scott G. Toothaker, Chair Steven H. Dimick			David M. Colter Daina H. Belair		~~David M. Colter~~ ~~Brendan J. O'Halloran~~

2022 PROXY STATEMENT


		~~2021 PROXY STATEMENT~~		~~Page A-1~~

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~~Table of Contents~~TABLE OF CONTENTS

ANNUAL MEETING OF SHAREHOLDERS

Time and date:

9:00 a.m., Eastern Time, on Tuesday, May 17, 2022

Record date:

Close of business on March 15, 2022

Attendance:

Shareholders as of the record date may participate in the Annual Meeting:

In Person:

Bar Harbor Club
111 West Street
Bar Harbor, Maine

How to vote:

Over the internet at www.proxyvote.com, by telephone at 1-800-690-6903, or in person at the Annual Meeting, or by mail addressed to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 The deadline for transmitting Internet, telephone, and email voting is up until 11:59 p.m. Eastern Time on May 16, 2022 for shares held directly and by 11:59 p.m. Eastern Time on May 12, 2021 for shares held in a Plan. Please have your proxy card in hand when utilizing these other forms of voting.

Votes

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:

15,012,606 shares


~~Time and date:~~	~~9:00 a.m., Eastern Time, on Tuesday, May 18, 2021~~
~~Record date:~~	~~Close of business on March 16, 2021~~
~~Attendance:~~	~~Shareholders as of the record date may participate in the Annual Meeting:~~
	~~By Webcast~~: ~~On the internet, access~~ ~~virtualshareholdermeeting.com/BHB2021~~ ~~and enter the 16-digit control number included on your proxy card~~
	~~In Person~~:	~~Bar Harbor Bank & Trust~~ ~~82 Main Street~~ ~~Bar Harbor, Maine~~
~~How to vote:~~	~~Over the internet at~~ ~~www.proxyvote.com~~, by telephone at 1-800-690-6903, by webcast or in person at the Annual Meeting, or by mail addressed to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 The deadline for transmitting Internet, telephone, and email voting is up until 11:59 p.m. Eastern Time on May 17, 2021 for shares held directly and by 11:59 p.m. Eastern Time on May 13, 2021 for shares held in a Plan. Please have your proxy card in hand when utilizing these other forms of voting.
~~Votes~~	~~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:~~	~~14,945,097 shares~~

2022 PROXY STATEMENT

TABLE OF CONTENTS

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~~VIEW MATERIALS & VOTE w SCAN TO~~ BAR HARBOR BANKSHARES C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS P.O. BOX 1342 BRENTWOOD, NY 11717 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET ~~Before The Meeting~~ - ~~Go to~~ www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May ~~17, 2021~~16, 2022 for shares held directly and by 11:59 p.m. Eastern Time on May ~~13, 2021~~12, 2022 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/BHB2021 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our ~~Company~~company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May ~~17, 2021~~16, 2022 for shares held directly and by 11:59 p.m. Eastern Time on May ~~13, 2021~~12, 2022 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY ~~11717.~~11717 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ~~D43903-P51113~~D68103-P67122 KEEP THIS PORTION FOR YOUR ~~RECORDS DETACH~~RECORDSDETACH AND RETURN THIS PORTION ~~ONLY THIS~~ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. BAR HARBOR BANKSHARES The Board of Directors recommends you vote FOR each of the following: 1. ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS: Nominees: Against For ~~Against~~ Withhold ~~! ! ! ! ! ! ! ! ! ! ! ! Yes ! ! ! ! ! ! ! ! ! ! ! ! ! No ! ! ! ! ! ! ! ! ! ! ! ! ! For Against Abstain~~ 1a. Daina H. Belair 1b. Matthew L. Caras 1c. David M. Colter 1d. Steven H. Dimick 1e. Martha T. Dudman 1f. Lauri E. Fernald 1g. Debra B. Miller 1h. Brendan J. O’Halloran 1i. Curtis C. Simard 1j. Kenneth E. Smith 1k. Scott G. Toothaker 1l. David B. Woodside Against Abstain For The Board of Directors recommends you vote FOR proposals 2 and 3. ~~! ! ! ! ! !~~ 2. APPROVAL OF NON-BINDING, ADVISORY RESOLUTION ON THE ~~2020~~2021 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 3. RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, ~~2021 1b. Matthew L. Caras 3. 1c. David M. Colter 1d. Steven H. Dimick~~2022 NOTE: Such other business as may properly come before the meeting or any adjournment thereof. ~~1e. Martha T. Dudman 1f. Lauri E. Fernald 1g. Brendan J. O’Halloran 1h. Curtis C. Simard 1i. Kenneth E. Smith 1j. Stephen R. Theroux 1k. Scott G. Toothaker 1l. David B. Woodside~~Yes No HOUSEHOLDING ELECTION - please indicate if you consent to receive certain future investor communications in a single package per household. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. ~~HOUSEHOLDING ELECTION - please indicate if you consent to receive certain future investor communications in a single package per household.~~ Signature [PLEASE SIGN WITHIN BOX] ~~Date Signature~~DateSignature (Joint Owners) Date

TABLE OF CONTENTS

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement, Form 10-K and Annual Report are available at ~~www.proxyvote.com. D43904-P51113 Bar~~www.proxyvote.com.D68104-P67122Bar Harbor ~~Bankshares Annual~~BanksharesAnnual Meeting of ~~Shareholders May 18, 2021,~~ShareholdersMay 17, 2022, 9:00 AM, ~~ET This~~ETThis proxy is solicited by the Board of ~~Directors The~~DirectorsThe shareholder(s) hereby appoint(s) Martha T. Dudman, Kenneth E. Smith and David B. Woodside, or any of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Bar Harbor Bankshares that the shareholder(s) of record as of March ~~16, 2021~~15, 2022 is/are entitled to vote at the Annual Meeting of Shareholders to be held at 9:00 AM, ET on May ~~18, 2021,~~17, 2022, at ~~www.virtualshareholdermeeting.com/BHB2021,~~111 West Street Bar Harbor, ME 04609, and any adjournment or postponement ~~thereof. If~~thereof.If the shareholder(s) is/are a participant(s) in Bar Harbor Bankshares's 401(k) Plan and has/have Common Stock of Bar Harbor ~~Bankshares allocated~~Banksharesallocated or his, her or their account, the signer(s) instruct(s) the trustee of such plan to vote such shares of Common Stock, in person or by proxy, in accordance with the instructions on the reverse side at the ~~2021~~2022 Annual Meeting of Shareholders. The plan trustee will vote the allocated shares in such plan as directed by each participant who provides voting instructions to it before 11:59 PM ET on May ~~13, 2021. In~~12, 2022.In addition to the voting methods set forth on the reverse side of this proxy card, non-institutional investors may also vote their shares by sending an email, which includes the shareholder's full name and the number of shares of Common Stock owned by the shareholder as of the record date of March ~~16, 2021,~~15, 2022, to bhb@allianceadvisors.com. The deadline for transmitting email voting is up until 11:59 p.m. Eastern Time on May ~~17, 2021~~16, 2022 for shares held directly and by 11:59 p.m. Eastern Time ~~on May 13, 2021~~onMay 12, 2022 for shares held in a Plan. The shareholder(s) hereby revoke(s) all proxies previously given by the shareholder(s) to vote in the ~~2021~~2022 Annual Meeting of Shareholders and any adjournments and acknowledges receipt of Bar Harbor Bankshares's Proxy Statement for the ~~2021~~2022 Annual ~~Meeting. This~~Meeting.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' ~~recommendations. Continued~~recommendations.Continued and to be signed on reverse side


~~Filed by the Registrant~~ ý
~~Filed by a Party other than the Registrant~~ o
~~Check the appropriate box:~~
o		~~Preliminary Proxy Statement~~
o		~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
ý		~~Definitive Proxy Statement~~
o		~~Definitive Additional Materials~~
o		~~Soliciting Material under §240.14a-12~~


~~BAR HARBOR BANKSHARES~~
~~(Name of Registrant as Specified In Its Charter)~~

~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~
~~Payment of Filing Fee (Check the appropriate box):~~
ý	~~No fee required.~~
o	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~
	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
	~~(5)~~	~~Total fee paid:~~
o	~~Fee paid previously with preliminary materials.~~
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	~~(1)~~	~~Amount Previously Paid:~~
	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
	~~(3)~~	~~Filing Party:~~
	~~(4)~~	~~Date Filed:~~

				PAGE
	CERTAIN RELATIONSHIPS AND ~~RELATED- PARTY~~RELATED-PARTY TRANSACTIONS			28
	COMPENSATION OF EXECUTIVE OFFICERS			31
	CEO PAY RATIO			4544
	PROPOSAL 2—ADVISORY APPROVAL OF ~~2020~~2021 EXECUTIVE COMPENSATION			4746
	PROPOSAL 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			4847
	PRINCIPAL ACCOUNTING FEES AND SERVICES			4948
	OTHER MATTERS			5049
	APPENDIX A—REPORT OF THE AUDIT COMMITTEE			A-1


	ANNUAL STIPEND			2020 STOCK GRANT	MEETING FEES
Chairman of the Board		$	37,000	Shares up to a market value of $25,000	$600 for Board, $500 for Executive, Compensation and Human Resources, Governance and Board Risk, $300 for Audit, $150 each for BHTS and CTC

Audit Chair		29,000		Shares up to a market value of $25,000

Governance Chair		24,000		Shares up to a market value of $25,000

Board Risk Chair		24,000		Shares up to a market value of $25,000

Compensation and Human Resources Chair		24,000		Shares up to a market value of $25,000

Charter and Trust Chair		24,000		Shares up to a market value of $25,000

All other Directors		20,000		Shares up to a market value of $25,000

Audit Committee Attendance					$600

All other meetings					$500

COMPENSATION	2020 AMOUNTS			2021 AMOUNTS
Board Retainer		$	20,000		$	32,000
Chair of the Board Retainer			17,000			22,500
Audit Chair Retainer			9,000			10,000
All Other Committee Chair Retainer			4,000			7,500
Chair of both BHTS and CTC			4,000			7,500
Annual Fully Vested Restricted Stock Grant			25,000			32,500
Per Meeting Fee			500-600			—

	This meeting is being held for the following purposes:
	Item 1: Elect 12 nominees as Directors
	Item 2: Approve, by a “Say on Pay” advisory vote, our 2021 executive compensation as set forth in the proxy statement for the Annual Meeting
	Item 3: Ratify the appointment of RSM US LLP as our independent registered public accounting firm for 2022
	In addition, any other business properly presented may be acted upon at the meeting.

				PAGE
		~~PAGE~~
PROXY SUMMARY			1
	ENVIRONMENTAL AND SOCIAL GOVERNANCE			43
	CORPORATE GOVERNANCE			54
	GOVERNANCE PROCEDURES AND RELATED MATTERS			10
	BENEFICIAL OWNERSHIP OF COMMON STOCK			12
	SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			12
	PROPOSAL 1—ELECTION OF DIRECTORS			14
	DIRECTOR NOMINEES			16


NAME	AGE	YEAR FIRST ELECTED OR APPOINTED DIRECTOR	POSITION(S) WITH OUR COMPANY	POSITION(S) WITH OUR SUBSIDIARIES
Daina H. Belair	65	2015	Director	Director, BHBT since 2015
				Director, BHTS since 2015
				Director, CTC since 2017

Matthew L. Caras	64	2014	Director	Director, BHBT since 2014

David M. Colter	53	2016	Director	Director, BHBT since 2016

Steven H. Dimick	70	2017	Director	Director, BHBT since 2017

Martha T. Dudman	69	2003	Director	Director, BHBT since 2003
				Chairman, BHTS since 2005
				Director, BHTS since 2003
				Chairman, CTC since 2017
				Director, CTC since 2017

Lauri E. Fernald	59	2005	Director	Director, BHBT since 2005

Brendan J. O'Halloran	58	2018	Director	Director, BHBT since 2018

Curtis C. Simard	50	2013	Director,	President and CEO of BHBT since 2013
			President and	Director, BHBT since 2013
			CEO	Director, BHTS since 2013
			since August 2013	Director, CTC since 2017

Kenneth E. Smith	67	2004	Director	Director, BHBT since 2004
				Director, BHTS from 2004 - 2013 and 2015 to present
				Director, CTC since 2017

Stephen R. Theroux	71	2017	Director	Director, BHBT since 2017
				Director, CTC since 2017

Scott G. Toothaker	58	2003	Director	Director, BHBT since 2003

David B. Woodside	69	2003	Director	Director, BHBT since 2003
				Chairman of the Board since 2016


NUMBER OF BOARD AND COMMITTEE MEETINGS HELD IN 2020

BOARD	EXECUTIVE	AUDIT	COMPENSATION & HUMAN RESOURCES	GOVERNANCE	BOARD RISK
10	2	4	6	4	12

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 to include 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.

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 risk management of the company since December 2014. Mr. Williams was deeply involved with the Bank’s 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 • Board member of several community and non-profit endeavers, including the Town of Clifton TIF Committee and Northern Light Eastern Maine Medical Center Institutional Review Board • Significant involvement in the Company’s M&A activity Mr. Williams’ leadership, education, and risk management experience makes him well-suited to lead the overall risk management culture throughout the organization.

TABLE OF CONTENTS Compensation of Directors
		2021 ~~PROXY STATEMENT~~		~~Page 29~~


NAME	FEES EARNED OR PAID IN CASH1			RESTRICTED STOCK AWARDS2			TOTAL
Daina H. Belair		$	37,600		$	24,998	$	62,598

Matthew L. Caras		43,600			24,998		68,598

David M. Colter		32,100			24,998		57,098

Steven H. Dimick		31,000			24,998		55,998

Martha T. Dudman		40,600			24,998		65,598

Lauri E. Fernald		43,600			24,998		68,598

Brendan J. O'Halloran		36,100			24,998		61,098

Kenneth E. Smith³		47,600			24,998		72,598

Stephen R. Theroux		39,600			24,998		64,598

Scott C. Toothaker		46,100			24,998		71,098

David B. Woodside		61,400			24,998		86,398

Totals		$	459,300		$	274,868	$	734,168

NAME	FEES EARNED OR PAID IN CASH			RESTRICTED STOCK AWARDS1			TOTAL
Daina H. Belair		$	32,000		$	32,479		$	64,479
Matthew L. Caras			39,500			32,479			71,979
David M. Colter			32,000			32,479			64,479
Steven H. Dimick			32,000			32,479			64,479
Martha T. Dudman			39,500			32,479			71,979
Lauri E. Fernald			39,500			32,479			71,979
Brendan J. O’Halloran			32,000			32,479			64,479
Kenneth E. Smith2			39,500			32,479			71,979
Stephen R. Theroux			32,000			32,479			64,479
Scott C. Toothaker			42,000			32,479			74,479
David B. Woodside			54,500			32,479			86,979
Totals		$	414,500		$	357,269		$	771,769


1		~~Fees earned include all stipends and meeting fees earned in 2020.~~
21.		Represents the value of ~~1,022~~1,038 restricted shares earned in ~~2020~~2021 and granted in November ~~17, 2020~~16, 2021 to each independent director as part of their compensation calculated at the closing price on the day of the grant.
3		2. 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~~Company for the payment of these deferred fees at a future date.

Institution Name		Ticker
Arrow Financial Corporation		AROW
	Bankwell Financial Group, Inc.		BWFG
Boston Private Financial Holdings		BPFH
Bridge Bancorp, Inc.		BDGE
Brookline Bancorp, Inc.		BRKL
Cambridge Bancorp		CATC
Camden National Corporation		CAC
Century Bancorp, Inc.		CNBK.A
Chemung Financial Corporation		CHMG
Enterprise Bancorp, Inc.		EBTC
Financial Institution Inc.		FISI
First Bancorp, Inc.		FNLC
Hingham Institution for Savings		HIFS
Meridian Bancorp, Inc.		EBSB
Tompkins Financial Corporation		TMP
TrustCo Bank Corp NY		TRST
Washington Trust Bancorp, Inc.		WASH
Western New England Bancorp		WNEB


NAME	BHB 2020 BASE SALARY1			BHB 2020 TOTAL CASH COMPENSATION2
Curtis C. Simard		$	655,000		$	1,088,738

Josephine Iannelli		420,000			636,317

Richard B. Maltz		420,000			636,317

Marion Colombo		310,000			446,854

John M. Mercier		310,000			446,854

NAME	BHB 2021 BASE SALARY1			BHB 2021 TOTAL CASH COMPENSATION2
Curtis C. Simard		$	674,700		$	1,180,725
Josephine Iannelli			432,600			659,715
Richard B. Maltz3			407,401			407,401
Marion Colombo			319,300			462,985
John M. Mercier			319,300			462,985
Jason Edgar			309,000			401,700


1		1. Approved base salary figures ~~as of year-end 2020~~for 2021 have been used for comparison purposes in this table.
2		2. Approved base salary figures ~~at the end of 2020~~for 2021 plus the cash amount paid to each NEO under the ~~2020~~2021 Annual Cash Incentive Program.
	3. Mr. Maltz retired from the company on April 30, 2021.


PERFORMANCE YEAR ~~2020~~2021 COMPENSATION COMPONENTS1

DESCRIPTION			HOW IT PAYS
	Base Salary			Salary/wages are paid on a standard, company-wide schedule of 26 pay periods throughout the ~~year~~year.

Annual Cash Incentive			Awarded annually, subject to Board-approved formulas for company-wide, group-specific performance measures, and individual performance measures.
	Equity Incentives
~~Equity Incentives~~		Comprised of three-year performance- and time-based Restricted Stock Units, or Restricted Stock Awards with immediate vesting on grant date, all with three-year restriction periods after ~~vesting~~vesting.
	Executive Benefits			Executive benefits include reimbursement of membership fees to fitness, country club, or similar organizations, a housing allowance, an automobile allowance, 401k matching contributions under our 401(k) plan and the value of employer provided life insurance that exceeds the IRS limit.


The Committee believes the growth in total compensation provided to our executive officers should be weighted increasingly towards variable, or “at risk” compensation including cash and equity incentives which tie directly to corporate performance, to remain in alignment with shareholders. 1		~~Benefits and perquisites are described later in the proxy statement are excluded.~~


NAME	2020 BASE SALARY			2021 BASE SALARY
Curtis C. Simard		$	655,000		$	674,700

Josephine Iannelli		420,000			432,600

Richard B. Maltz		420,000			432,600

Marion Colombo		310,000			319,300

John M. Mercier		310,000			319,300


2020-2022 Long Term Incentive Plan

	Time Vested					Performance

Name	% of Salary			Amount $		Threshold % of Salary			Threshold $			Target % of Salary			Target $		Stretch % of Salary			Stretch $
Curtis C. Simard		25.00	%	$	163,750		20.00	%		$	131,000		40.00	%	$	262,000		60.00	%		$	393,000

Josephine Iannelli		20.00		84,000			10.00			42,000			20.00		84,000			30.00			126,000

Richard B. Maltz		20.00		84,000			10.00			42,000			20.00		84,000			30.00			126,000

Marion Colombo		17.50		54,250			8.75			27,125			17.50		54,250			26.25			81,375

John M. Mercier		17.50		54,250			8.75			27,125			17.50		54,250			26.25			81,375


				Estimated Future Payouts Under Non-Equity Incentive Plan Awards1									Estimated future payouts under equity incentive plan awards2						All other stock awards: Number of		Grant date fair value of

Name (a)	Grant Type (b)	Grant Date (c)		Threshold ($) (d)			Target ($) (e)			Stretch ($) (f)			Threshold (#) (g)		Target (#) (h)		Stretch (#) (i)		stock units3(#) (j)		stock awards4 (#) (k)
Curtis C. Simard	Short-term				$	147,375		$	294,750		$	442,125
	Time-vested		Jan 2020																	6,532		$	163,757
	Performance		Jan 2020											5,226		10,451		15,677				393,010

Josephine Iannelli	Short-term				73,500			147,000			220,500
	Time-vested		Jan 2020																	3,351		84,010
	Performance		Jan 2020											1,676		3,351		5,027				126,014

Richard B. Maltz	Short-term				73,500			147,000			220,500
	Time-vested		Jan 2020																	3,351		84,010
	Performance		Jan 2020											1,676		3,351		5,027				126,014

Marion Colombo	Short-term				46,500			93,000			139,500
	Time-vested		Jan 2020																	2,164		54,251
	Performance		Jan 2020											1,082		2,164		3,246				81,377

John M. Mercier	Short-term				46,500			93,000			139,500
	Time-vested		Jan 2020																	2,164		54,251
	Performance		Jan 2020											1,082		2,164		3,246				81,377


	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		6,194		$	139,933		23,956		$	541,155

Josephine Iannelli		3,114		70,346			8,987		203,010

Richard B. Maltz		3,114		70,346			8,987		203,010

Marion Colombo		1,986		44,862			5,691		128,551

John M. Mercier		1,986		44,862			5,691		128,551


		STOCK AWARDS1

NAME	NUMBER OF SHARES ACQUIRED ON VESTING		VALUE REALIZED ON VESTING1
Curtis C. Simard		10,264		$	187,036

Josephine Iannelli		7,739		153,954

Richard B. Maltz		8,049		160,291

Marion Colombo		4,257		85,238

John M. Mercier		6,405		135,198


CEO PAY RATIO
CEO Annual Total Compensation	$	953,945

Median Employee Annual Total Compensation	$	53,704

CEO to Median Employee Pay Ratio	17.76