| About Us | |
| | | We are Proud to Be Recognized as One of America’s Best Banks by Newsweek | |
$65M | | | 411 | | | 75% | | | 36% | | | 68% | |
invested in small business loan origination with 440 total loans | | | Organizations supported through charitable giving efforts | | | of employees provided funds to support charitable giving efforts | | | of members on our Board of Directors are women | | | of our management consists of women | |
$6.9M | | | 100% | | | $203K | | | 73% | |
currently committed to creating affordable housing | | | employee ethics training, completed annually | | | in employee owned charitable giving through the program Casual for a Cause (since inception) | | | of the Bar Harbor Bankshares workforce consists of women | |
$673K | | | 6,394 hrs | | | 100% | |
committed to nonprofits & educational organizations | | | Of employees volunteering at various organizations with 24 hours of paid volunteer time annually | | | of operations reviewed internally to support an environmental conscience approach | |
| Information provided as of 12/31/2022 | | | | |
| To learn more about our Environmental, Social and Governance practices, please visit our dedicated webpage at: www.barharbor.bank/about-us/esg or scan the QR code provided. | | | |
| Notice of Annual Meeting of Shareholders | | | |
| | | WHEN: Thursday, May | | | | | WHERE: Bar Harbor Club 111 West Street Bar Harbor, Maine | | | | | RECORD DATE: March 15, | |
| This 2023 annual meeting of shareholders (the “Annual Meeting”) of Bar Harbor Bankshares (the “Company”) is being held for the following purposes: | |
| Item 1: | |
| Item 2: | |
| Item 3: | |
| Item 4: To ratify the appointment of RSM US LLP as | |
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| The deadline for transmitting Internet, telephone, and email voting is 11:59 p.m. EDT on May | |
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| Record Date | | | Close of business on March 15, | |
| Voting | | | Shareholders as of the record date will be entitled to one vote at the Annual Meeting for each outstanding share of common stock | |
| Common stock outstanding date:as of record | | | | |
| When the Annual Meeting Will be held: | | | 10:00 a.m., EDT, Thursday, May 18, 2023 | |
| Where the Annual Meeting Will be held: | | | Bar Harbor Club, 111 West Street, Bar Harbor, Maine | |
| | | | | | | | | By Mail Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | | ||||
| By Internet www.proxyvote.com | | | By Telephone 1 833 814 9457 | | | In Person Bar Harbor Club 111 West Street Bar Harbor, Maine | | | By Email bhb@allianceadvisors.com | |
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| Proposal | | | Board | | | | | | Page | | | | |
| Item 1 Election of 12 Directors | | | FOR EACH NOMINEE | | | | | | | | | | |
| Item 2 Non-binding advisory vote on the compensation of our | | | FOR | | | | | | | | | | |
| Item 3 Non-binding advisory vote on the frequency of holding future non-binding advisory votes on compensation of our named executive officers (“Say-on-Frequency”) | | | EVERY YEAR | | | | | | 54 | | | | |
| Item 4 Ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, | | | FOR | | | | | | | | | |
| Environmental, Social and Governance | |
| | Bar Harbor Bank & Trust is a true community Bank. We recognize, appreciate, and support the unique people and culture in the places we call home. | | |
| Corporate Governance | |
| Executive Key Responsibilities | | | | Audit Key Responsibilities | |
| • Exercises all the powers of the Board relating to the ordinary operations of business when the Board is not in session, subject to any specific vote of the Board • Committee members appointed by the Board after the Annual Meeting of Shareholders Members: Daina Belair, Matthew Caras, | | | | • 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 • Oversees compliance with all legal and regulatory requirements • Makes inquiries of management to assess the scope and resources necessary for the corporate audit function to execute its responsibilities | |
| | | | | Independence/Qualifications • All committee members are independent under the NYSE American listing requirements and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, • All committee members are financially literate in accordance with the NYSE American listing standards • All committee members are qualified as Audit Committee financial experts under SEC rules Members: Daina Belair, Steven Dimick, Debra Miller, Scott Toothaker and David Colter See Appendix A for the Report of the Audit Committee. | |
| Compensation and Human Resources Key Responsibilities • Oversees establishing, maintaining, and administering all compensation programs and employee benefit plans • Approves and recommends the CEO’s compensation to the Board for further approval by all independent directors, and reviews and approves all other executive officer compensation • Recommends director compensation for Board approval • Reviews and approves the terms of any employment agreements, severance agreements, change in control protections and any other compensatory arrangements for the CEO, officers and other senior management • Reviews human capital management practices • Prepares and reviews its report on executive compensation to be included in our proxy statement or Independence/Qualifications • All committee members are independent under the NYSE American listing standards and the rules and regulations of the SEC Members: Matthew Caras, David Colter, Kenneth Smith, David Woodside and Brendan O’Halloran Further information regarding the Compensation and Human Resources Committee can be found in this proxy statement beginning under the caption “Role of the Compensation and Human Resources Committee” on page | | | | Governance Key Responsibilities • Oversees the Board’s governance processes • Screens director candidates, recommending nominees to the full Board (including the slate of returning directors) to be elected each year • Identifies and reviews the qualifications of potential Board members; recommends nominees for election to the Board • Recommends the size and composition of the Board • Recommends committee structure and membership • Sponsors new director orientation and education • Reviews and assesses shareholder input and our shareholder engagement process; provides shareholder feedback to the full Board • Oversight for all ESG-related matters Independence/Qualifications • All committee members are independent under the NYSE American listing standards Members: Daina Belair, | |
| Board Risk Key Responsibilities • Oversees risk governance structure • Reviews risk management, risk assessment guidelines, policies regarding market, credit, operational, liquidity, funding, • Reviews enterprise risk, as well as other risks as necessary to fulfill the Committee’s oversight duties and responsibilities • Approval mechanism for all loan relationships >$5MM Independence/Qualifications • All committee members (besides Curtis Simard) are independent under the NYSE American listing standards | | | | • Reviews risk appetite and tolerance • Oversees capital, liquidity, and funding in coordination with the Asset/Liability Management Committee of our subsidiary, Bar Harbor Bank & Trust which we refer to as the Bank or BHBT Members: Matthew Caras, Further information regarding the | |
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| Principle 1: Boards are accountable to shareholders | | | | • All Directors are elected annually • We have proxy access with market terms • We have robust corporate governance disclosures • We have responded to all shareholder proposals that received majority support | |
| Principle 2: Shareholders should be entitled to voting rights in line with their economic interest | | | | • Each shareholder gets one vote per share on all matters | |
| Principle 3: Boards should be responsive to shareholders and be proactive in order to understand their perspectives | | | | • We have a robust shareholder engagement program to discuss our business, corporate governance, executive compensation, and sustainability practices • Our Board considers the feedback received from shareholder engagement when structuring governance, compensation, and sustainability practices | |
| Principle 4: Boards should have a strong independent leadership structure | | | | • The Chair of the Board is an independent, non-executive Director with a robust oversight role that has clearly defined duties that are disclosed to shareholders • Each Committee of the Board is chaired by an independent Director • The Board leadership structure is considered at least annually | |
| Principle 5: Boards should adopt structures and practices that enhance their effectiveness | | | | • Excluding our CEO, 100% of our Board is independent • The Board regularly reviews Director skills with a commitment to Director refreshment to ensure the Board meets the Company’s evolving oversight need • Each Committee of the Board has an extensive detailed charter outlining the Committee’s duties and responsibilities • Board members have complete access to Company officers and counsel and may retain outside counsel, financial or other advisors as the Board deems appropriate | |
| Principle 6: Boards should develop management incentive structures that are aligned with the long-term strategy of the company | | | | • The Compensation and Human Resources Committee annually reviews and approves incentive compensation program design, goals and objectives for alignment with compensation and business | |
| Governance Procedures and Related Matters | |
| Beneficial Ownership of Common Stock | |
| NAME OF BENEFICIAL OWNERS | | | | TITLE OF CLASS | | | | AMOUNT OF BENEFICIAL OWNERSHIP | | | | FOOTNOTES | | | | PERCENT OF CLASS1 | | NAME OF BENEFICIAL OWNERS | | | | TITLE OF CLASS | | | | AMOUNT OF BENEFICIAL OWNERSHIP | | | | FOOTNOTES | | | | PERCENT OF CLASS1 | | ||||||||||||||||||||||||
| 5% or more beneficial owners | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5% or more beneficial owners | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BlackRock, Inc. | | | | | | Common | | | | | | | 1,117,209 | | | | | | | 2 | | | | | | | 7.50% | | | BlackRock, Inc. | | | | | | Common | | | | | | | 1,185,927 | | | | | | | 2 | | | | | | | 7.90% | | |
| FMR LLC | | | | | | Common | | | | | | | 992,295 | | | | | | | 3 | | | | | | | 6.60% | | | FMR LLC | | | | | | Common | | | | | | | 1,354,399 | | | | | | | 3 | | | | | | | 8.99% | | |
| DIRECTORS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | DIRECTORS & DIRECTOR NOMINEES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Belair, Daina H. | | | | | | Common | | | | | | | 6,496 | | | | | | | | | | | | | | * | | | Belair, Daina H. | | | | | | Common | | | | | | | 9,479 | | | | | | | 4 | | | | | | | * | | |
| Caras, Matthew L. | | | | | | Common | | | | | | | 14,672 | | | | | | | | | | | | | | * | | | Caras, Matthew L. | | | | | | Common | | | | | | | 16,235 | | | | | | | | | | | | | | * | | |
| Colter, David M. | | | | | | Common | | | | | | | 6,694 | | | | | | | 4 | | | | | | | * | | | Colter, David M. | | | | | | Common | | | | | | | 8,070 | | | | | | | | | | | | | | * | | |
| Dimick, Steven H. | | | | | | Common | | | | | | | 9,196 | | | | | | | | | | | | | | * | | | Dimick, Steven H. | | | | | | Common | | | | | | | 10,509 | | | | | | | | | | | | | | * | | |
| Dudman, Martha T. | | | | | | Common | | | | | | | 17,704 | | | | | | | | | | | | | | * | | | Dudman, Martha T. | | | | | | Common | | | | | | | 19,017 | | | | | | | | | | | | | | * | | |
| Fernald, Lauri E. | | | | | | Common | | | | | | | 13,338 | | | | | | | | | | | | | | * | | | Fernald, Lauri E. | | | | | | Common | | | | | | | 14,651 | | | | | | | | | | | | | | * | | |
| O’Halloran, Brendan J. | | | | | | Common | | | | | | | 8,836 | | | | | | | | | | | | | | * | | | Miller, Debra B. | | | | | | Common | | | | | | | 1,313 | | | | | | | | | | | | | | * | | |
| Simard, Curtis C. | | | | | | Common | | | | | | | 70,155 | | | | | | | 9 | | | | | | | * | | | O’Halloran, Brendan J. | | | | | | Common | | | | | | | 11,122 | | | | | | | | | | | | | | * | | |
| Smith, Kenneth E. | | | | | | Common | | | | | | | 19,022 | | | | | | | 5 | | | | | | | * | | | Shaw, Brian D. | | | | | | Common | | | | | | | 270 | | | | | | | | | | | | | | * | | |
| Theroux, Stephen R. | | | | | | Common | | | | | | | 64,276 | | | | | | | 6 | | | | | | | * | | | Simard, Curtis C. | | | | | | Common | | | | | | | 97,210 | | | | | | | | | | | | | | * | | |
| Toothaker, Scott G. | | | | | | Common | | | | | | | 37,715 | | | | | | | 7 | | | | | | | * | | | Smith, Kenneth E. | | | | | | Common | | | | | | | 21,316 | | | | | | | 5 | | | | | | | * | | |
| Woodside, David B. | | | | | | Common | | | | | | | 18,182 | | | | | | | 8 | | | | | | | * | | | Toothaker, Scott G. | | | | | | Common | | | | | | | 39,028 | | | | | | | 6 | | | | | | | * | | |
| NAMED EXECUTIVE OFFICERS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Woodside, David B. | | | | | | Common | | | | | | | 20,190 | | | | | | | 7 | | | | | | | * | | |
| Iannelli, Josephine | | | | | | Common | | | | | | | 21,497 | | | | | | | 9 | | | | | | | * | | | NAMED EXECUTIVE OFFICERS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Colombo, Marion | | | | | | Common | | | | | | | 10,979 | | | | | | | 9 | | | | | | | * | | | Iannelli, Josephine | | | | | | Common | | | | | | | 32,678 | | | | | | | 8 | | | | | | | * | | |
| Mercier, John M. | | | | | | Common | | | | | | | 11,011 | | | | | | | 9 | | | | | | | * | | | Colombo, Marion | | | | | | Common | | | | | | | 18,290 | | | | | | | 8 | | | | | | | * | | |
| Edgar, Jason P. | | | | | | Common | | | | | | | 6,489 | | | | | | | 9 | | | | | | | * | | | Mercier, John M. | | | | | | Common | | | | | | | 18,147 | | | | | | | 8 | | | | | | | * | | |
| All directors and executive officers as a group (16 persons) | | | | | | | | | | | | | 336,262 | | | | | | | 10 | | | | | | | 2.22% | | | Edgar, Jason P. | | | | | | Common | | | | | | | 13,858 | | | | | | | 8 | | | | | | | * | | |
| All directors and executive officers as a group (16 persons) | | | | | | | | | | | | | 351,383 | | | | | | | 9 | | | | | | | 2.32% | | |
| 1. Unless otherwise indicated, an individual has sole voting power and sole investment power with respect to the indicated shares. All individual holdings amounting to less than 1% of issued and outstanding common stock are marked with an (*). | |
| 2. BlackRock, Inc, holdings are disclosed based on their ownership as of December 31, | |
| 3. FMR LLC holdings are disclosed based on their ownership as of December 31, | |
| 4. Includes | |
| 5. Includes | |
| 6. | |
Includes 4,500 shares over which voting and dispositive powers are shared with Mr. Toothaker’s spouse. | | |
| 7. Includes | |
| 8. The table below includes (a) shares the NEOs own directly, (b) shares over which NEOs have voting power of fully vested shares under our 401(k) Plan, (c) time-vested and performance shares (disclosed at Target) scheduled to be issued to the executives within 60 days of the March 15, | |
| 9. Total beneficial ownership excludes 1,000 (.0001%) shares of common stock as of the March 15, | |
| NAME | | | | DIRECT (a) | | | | 401(k) PLAN (b) | | | | LONG TERM INCENTIVE EQUITY (c) | | NAME | | | | DIRECT (a) | | | | 401(k) PLAN (b) | | | | LONG TERM INCENTIVE EQUITY (c) | | ||||||||||||||||||
| Simard, Curtis C. | | | | | | 56,866 | | | | | | | 1,258 | | | | | | | 12,030 | | | Simard, Curtis C. | | | | | | 78,168 | | | | | | | 1,451 | | | | | | | 17,591 | | |
| Iannelli, Josephine | | | | | | 15,582 | | | | | | | — | | | | | | | 5,915 | | | Iannelli, Josephine | | | | | | 25,665 | | | | | | | — | | | | | | | 7,013 | | |
| Colombo, Marion | | | | | | 7,260 | | | | | | | — | | | | | | | 3,719 | | | Colombo, Marion | | | | | | 13,761 | | | | | | | — | | | | | | | 4,529 | | |
| Mercier, John M. | | | | | | 7,292 | | | | | | | — | | | | | | | 3,719 | | | Mercier, John M. | | | | | | 13,618 | | | | | | | — | | | | | | | 4,529 | | |
| Edgar, Jason P. | | | | | | 3,240 | | | | | | | — | | | | | | | 3,249 | | | Edgar, Jason P. | | | | | | 9,476 | | | | | | | — | | | | | | | 4,382 | | |
| Proposal 1 Election of Directors | |
| NAME | | | | AGE | | | | YEAR FIRST ELECTED OR APPOINTED DIRECTOR | | | | POSITION(S) WITH OUR COMPANY | | | | POSITION(S) WITH OUR SUBSIDIARIES | | NAME | | | | AGE | | | | YEAR FIRST ELECTED OR APPOINTED DIRECTOR | | | | POSITION(S) WITH OUR COMPANY | | | | POSITION(S) WITH OUR SUBSIDIARIES | | ||||||||||||
| Daina H. Belair | | | | | | 66 | | | | | | | 2015 | | | | | Director | | | | Director, BHBT since 2015 Director, BHTS since 2015 Director, CTC since 2017 | | Daina H. Belair | | | | | | 67 | | | | | | | 2015 | | | | | Director | | | | Director, BHBT since 2015 Director, BHWM since 2022 | |
| Matthew L. Caras | | | | | | 65 | | | | | | | 2014 | | | | | Director | | | | Director, BHBT since 2014 | | Matthew L. Caras | | | | | | 66 | | | | | | | 2014 | | | | | Director | | | | Director, BHBT since 2014 | |
| David M. Colter | | | | | | 54 | | | | | | | 2016 | | | | | Director | | | | Director, BHBT since 2016 | | David M. Colter | | | | | | 55 | | | | | | | 2016 | | | | | Director | | | | Director, BHBT since 2016 | |
| Steven H. Dimick | | | | | | 71 | | | | | | | 2017 | | | | | Director | | | | Director, BHBT since 2017 | | Martha T. Dudman | | | | | | 71 | | | | | | | 2003 | | | | | Director | | | | Director, BHBT since 2003 Director, BHWM since 2022 | |
| Martha T. Dudman | | | | | | 70 | | | | | | | 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 | | | | | | 61 | | | | | | | 2005 | | | | | Director | | | | Director, BHBT since 2005 | |
| Lauri E. Fernald | | | | | | 60 | | | | | | | 2005 | | | | | Director | | | | Director, BHBT since 2005 | | Debra B. Miller | | | | | | 65 | | | | | | | 2022 | | | | | Director | | | | Director, BHBT since 2022 Director, BHWM since 2022 | |
| Debra B. Miller | | | | | | 64 | | | | | | | Nominee | | | | | Nominee | | | | None | | Brendan J. O’Halloran | | | | | | 60 | | | | | | | 2018 | | | | | Director | | | | Director, BHBT since 2018 Director, BHWM since 2022 | |
| Brendan J. O’Halloran | | | | | | 59 | | | | | | | 2018 | | | | | Director | | | | Director, BHBT since 2018 | | Brian D. Shaw | | | | | | 54 | | | | | | | Nominee | | | | | Nominee | | | | None | |
| Curtis C. Simard | | | | | | 51 | | | | | | | 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 | | Curtis C. Simard | | | | | | 52 | | | | | | | 2013 | | | | | Director, President and CEO | | | | President and CEO of BHBT since 2013 Director, BHBT since 2013 Director, BHWM since 2022 | |
| Kenneth E. Smith | | | | | | 68 | | | | | | | 2004 | | | | | Director | | | | Director, BHBT since 2004 Director, BHTS from 2004–2013 and 2015 to present Director, CTC since 2017 | | Kenneth E. Smith | | | | | | 69 | | | | | | | 2004 | | | | | Director | | | | Director, BHBT since 2004 | |
| Scott G. Toothaker | | | | | | 59 | | | | | | | 2003 | | | | | Director | | | | Director, BHBT since 2003 | | Scott G. Toothaker | | | | | | 60 | | | | | | | 2003 | | | | | Director | | | | Director, BHBT since 2003 | |
| David B. Woodside | | | | | | 70 | | | | | | | 2003 | | | | | Director | | | | Director, BHBT since 2003 Chairman of the Board since 2016 | | David B. Woodside | | | | | | 71 | | | | | | | 2003 | | | | | Director | | | | Director, BHBT since 2003 Chairman of the Board since 2016 | |
| NUMBER OF BOARD AND COMMITTEE MEETINGS HELD IN 2021 | | NUMBER OF BOARD AND COMMITTEE MEETINGS HELD IN 2022 | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BOARD | | | | EXECUTIVE | | | | AUDIT | | | | COMPENSATION & HUMAN RESOURCES | | | | GOVERNANCE | | | | BOARD RISK | | BOARD | | | | EXECUTIVE | | | | AUDIT | | | | COMPENSATION & HUMAN RESOURCES | | | | GOVERNANCE | | | | BOARD RISK | | ||||||||||||||||||||||||||||||
| 10 | | | | | | 0 | | | | | | | 4 | | | | | | | 5 | | | | | | | 5 | | | | | | | 12 | | | 10 | | | | | | 0 | | | | | | | 4 | | | | | | | 5 | | | | | | | 3 | | | | | | | 12 | | |
| Note: In addition to the number of formal meetings reflected above, from time to time our Board and/or its committees also held educational and/or informational sessions related to emerging topics and best practices. | | Note: In addition to the number of formal meetings reflected above, from time to time our Board and/or its committees also held educational and/or informational sessions related to emerging topics and best practices. | |
| OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE 12 DIRECTOR NOMINEES. | |
| Director Nominees | |
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| Mrs. Belair is a retired attorney and a member of the New York and District of Columbia Bar Associations. In 2008, she relocated to Maine where she owned and operated the Inn at Sunrise Point until Maine and New England. | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Significant banking, wealth management and regulatory experience • Served as a Director of various private not-for-profit organizations, including Home Counselors Inc. in Maine and Women in Housing and Finance in Washington DC • Served as Director and Treasurer of the Penobscot Bay Chamber of Commerce and as President of the Lincolnville Business Group • Served on the Town of Lincolnville Budget Committee | | | | Committee Memberships: • Audit Committee • Executive Committee • Governance Committee • Bar Harbor Wealth Management Committee (Chair) | | |||||||||||||||||||||
| Mrs. Belair’s legal background in the financial services industry and hospitality experience provides valuable guidance to the Board. | |
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| An attorney and member of the Maine Bar, | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Serves on the Arrowsic, Maine Planning Board • Former partner, department chair, and member of the executive committee of Verrill Dana LLP, a full-service law firm with over 130 attorneys and offices in Portland, Maine; Boston, Massachusetts; Westport, | | | | Committee Memberships: • Executive Committee • Compensation And Human Resources Committee • Board Risk Committee • Governance Committee (Chair) | | |||||||||||||||||||||
| Mr. Caras’ legal expertise in commercial transactions, as well as his business knowledge of the many industries with which we conduct business is invaluable to the Board with our growing customer service area throughout Northern New England. | |
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| Mr. Colter currently serves as President and Chief Executive Officer of GAC Chemical Corporation (“GAC”) in Searsport, Maine. GAC manufactures and distributes industrial, specialty, and fine inorganic and organic chemicals. Prior to joining GAC and moving to Maine, he worked for Ernst & Young in Ohio in their Financial Institutions Group. Mr. Colter resides in Hampden, Maine. | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Board member, Maine State Chamber of Commerce • • Board member, Maine International Trade Center • Holds Certified Public Accountant and Chartered Global Management Accountant designations • Former member of the Board, Executive Committee and Treasurer for the Ronald McDonald House, NW Ohio • Former District Chairman, Waldo District, Boy Scouts of America | | | | Committee Memberships: • Board Risk Committee • Compensation And Human Resources Committee • Executive Committee • Audit Committee (Chair) | | |||||||||||||||||||||
| Mr. Colter’s experience as the principal executive officer of a manufacturing company, as well as his educational and professional credentials, bring essential qualifications and skills to the Board. | |
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| Ms. Dudman, | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Former Corporate President, with experience extending to nonprofit relationship building • Vice President of the Summer Scholarship Endowment Foundation • Past President of the Northeast Harbor Library • Member of the Board of Selectmen for the Town of Mount Desert • Served on numerous | | | | Committee Memberships: • Governance Committee • Bar Harbor Wealth Management Committee | | |||||||||||||||||||||
| Ms. Dudman’s extensive experience in business management, public relations, marketing and sales provide a unique insight into our operations and strategic | |
2023 PROXY STATEMENT Page 18 DIRECTOR NOMINEES |
| | | Lauri E. Fernald | | |||||||||||||||||||||||
| Age: 61 | Director Since: 2005 | Independent | | |||||||||||||||||||||||||
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| Ms. Fernald is an owner | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Serves on the finance committee of Hospice Volunteers of Hancock County • • Member for the Maine Coast Memorial Hospital Foundation Council • Current member of numerous foundations and associations including the Woodbine Cemetery Association of Ellsworth, and the Treasurer and Sexant Brookside Cemetery Corp. of Mount Desert | | | | Committee Memberships: • Governance Committee • Board Risk Committee | | |||||||||||||||||||||
| Ms. Fernald’s commercial and community service experience brings a depth of knowledge and perspective to the Board and the markets we serve. | |
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| Mrs. Miller has served as the Vice President of External Relations at the NH Community Loan Fund since 2013. She oversees the organization’s philanthropy, marketing and communications as well as their public policy efforts. She previously served as Senior Vice President and Director of Corporate Affairs in New England for Citizens Bank where she was responsible for overseeing public and community relations, media relations, internal communications, special events, charitable contributions, marketing sponsorships and government affairs for the New England region. In addition, she was responsible for the bank’s Community Reinvestment Act programs throughout its 13-state footprint. Ms. Miller resides in Londonderry, New Hampshire. | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Received a BS in Urban Affairs and Economics from Winston-Salem University • Previously served as the Chair of the Board of Trustees for Winston-Salem State University and the past chair of Whittier Street Health Center in Roxbury, MA • Previously appointed by New Hampshire Governor Jeanne Shaheen to serve as a trustee for the University System of New Hampshire where she chaired the External Affairs Committee • Among other awards, recognized as one of New Hampshire’s Remarkable Women by New Hampshire Magazine, received the Susan B. Anthony Award from the Manchester YWCA, and received the Leading Women Award from the Girl Scouts Patriots’ Trail Council | | | | Committee Memberships: • Audit Committee • Board Risk Committee • Bar Harbor Wealth Management Committee | | |||||||||||||||||||||
| Mrs. Miller’s significant experience in banking and compliance combined with her community service experience |
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2023 PROXY STATEMENT Page 19 DIRECTOR NOMINEES |
| | | Brendan J. O’Halloran | | ||||||||||||||||||||||||||
| Age: 60 | Director Since: 2018 | Independent | | ||||||||||||||||||||||||||||
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| Mr. O’Halloran began his career at The First Boston Corporation in New York City and was employed by Toronto Dominion Bank Financial Group in varying capacities since 1989. Prior to his retirement in 2015, his most recent position was Vice Chair & Region Head, TD Securities where he oversaw TD Securities investment banking, trading and operational activities in the US through its offices in New York, Chicago, Boston, Houston, and Philadelphia. Mr. O’Halloran resides in Chatham, Massachusetts and Naples Florida. | | ||||||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Holds an AB from Princeton University and an MBA from the Harvard Graduate School of Business Administration • Substantial banking experience including oversight of broad geography and multiple business lines. Demonstrated leadership skills that include strong integration and strategic expansion experience across various credit and capital market cycles • Serves as a member of the Board of Directors of Cigent Technology, Inc., Fort Meyers, Florida • Served as a trustee for the Institute of International Bankers | | | | Committee Memberships: • Bar Harbor Wealth Management Committee • Executive Committee • Governance Committee • Compensation Committee (Chair) | | ||||||||||||||||||||||||
| Mr. O’Halloran’s extensive experience in the financial services industry and specifically regulatory interaction and oversight is an invaluable asset to our Board. | |
| | | Brian D. Shaw | | |||||||||||||||||||||||
| Age: 54 | Director Nominee | Independent | | |||||||||||||||||||||||||
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| Mr. Shaw owns a real estate contracting and development business, ranging from projects for specified clients to developing a portfolio of his own accord. Both segments range from single-family residences to medium-scale hospitality properties to multi-family properties of varying sizes. His services include original engineering to final finish carpentry. Mr. Shaw resides in Bar Harbor, Maine. | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Graduate of Eastern Maine Technical College with degrees in construction design and architecture • Experience in navigating various economic and real estate cycles • Past member of the Board of the Hattie A. and Fred C. Lynam Trust, which was established in 1942 for the support of charitable organizations and educational scholarships throughout Mount Desert Island | | | | Committee Memberships: • Director Nominee | | |||||||||||||||||||||
| Mr. Shaw’s executive leadership and commercial service experience brings a depth of knowledge and perspective to the Board and the markets we serve. | |
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| Age: 52 | Director Since: 2013 | |
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| Mr. Simard has served as our President and Chief Executive Officer since August 10, 2013. Prior to joining the Bank, he served as Senior Vice President and Managing Director of Corporate Banking for TD Bank from 2002 to 2013. He was also affiliated with First New Hampshire Bank and its successor, Citizens Bank, from 1992 to 2002 working on various business initiatives. Mr. Simard resides in Mount Desert, Maine. | | |||||||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Serves as a member on the Executive Committee of Maine Bankers Association • Serves as a member of the Board of Directors • Serves as a member of the Board of Directors at the Business and Industry Association of • • Previous Board member of Northern Light Maine Coast Memorial Hospital, Seal Cove Auto Museum and the Abbe Museum, a Smithsonian affiliate representing Native American | | | | Committee Memberships: • Executive Committee • Bar Harbor Wealth Management Committee • Board Risk Committee | | |||||||||||||||||||||||||
| Mr. Simard’s position as our President and CEO, his | |
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| Mr. Smith is the former owner and innkeeper of Manor House Inn from 2003-2020 at which time he retired, and was the former owner of Wonder View Inn, both of which are lodging facilities located in Bar Harbor, Maine. Mr. Smith resides in Bar Harbor, Maine. | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • 40 years plus of experience and expertise in the hospitality and customer service industry • Serves as a Commissioner of the Bar Harbor Housing Authority • Member of the • Member of Anah Shrine • Member of Acadia National Park Advisory Committee • Vice Chair of the Bar Harbor Housing Authority • Former Chairman and long-time member of the Bar Harbor Town Council • Past President and current member of the Bar Harbor Rotary Club | | | | Committee Memberships: • Executive Committee • Compensation And Human Resources Committee • Board Risk Committee (Chair) | | |||||||||||||||||||||
| Mr. Smith’s expertise in the hospitality industry is beneficial to the Board as it represents a critical segment of the local economy and our commercial loan portfolio. | |
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| Mr. Toothaker | | |||||||||||||||||||||||||
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| Professional and Leadership Highlights: • Holds an MBA from the University of Maine and a BS and MTax from Bentley College • Experience in navigating financial management and transition across many industries and through various economic cycles | | | | Committee Memberships: • Audit Committee • Board Risk Committee | | |||||||||||||||||||||
| As a practicing CPA, Mr. Toothaker has experience across business and personal financial management that is well suited in his role as a | |
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| Professional and Leadership Highlights: • Received a BS in Business Administration from the University of Maine • Served as Vice Chair of the National Park Hospitality Association • Past member of the Bar Harbor Town Council • Past | | | | Committee Memberships: • Chairman Of The Board Of Directors • Executive Committee (Chair) • Compensation And Human Resources Committee • Board Risk Committee | | |||||||||||||||||||||
| Mr. Woodside’s | |
| | | | BELAIR | | | CARAS | | | COLTER | | | DUDMAN | | | FERNALD | | | MILLER | | | O’HALLORAN | | | SHAW | | | SIMARD | | | SMITH | | | TOOTHAKER | | | WOODSIDE | | | TOTAL | | |||
| SKILLS AND EXPERIENCE | | ||||||||||||||||||||||||||||||||||||||||||
| | | Executive Leadership | | | ● | | | ● | | | ● | | | ● | | | ● | | | | | | ● | | | ● | | | ● | | | | | | ● | | | ● | | | 10 | | |
| | | Financial Services Industry | | | ● | | | | | | ● | | | | | | | | | ● | | | ● | | | | | | ● | | | ● | | | | | | | | | 6 | | |
| | | Financial Reporting/ Audit/ Capital Planning | | | ● | | | ● | | | ● | | | ● | | | ● | | | | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | 11 | | |
| | | Risk Management | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | 12 | | |
| | | Financial Services Compliance/ Legal/ Regulatory | | | ● | | | | | | ● | | | | | | | | | ● | | | ● | | | | | | ● | | | | | | | | | | | | 5 | | |
| | | Technology/ Information Security/ Cybersecurity | | | | | | | | | ● | | | | | | | | | | | | ● | | | | | | ● | | | | | | ● | | | ● | | | 5 | | |
| Mergers & Acquisitions | | | ● | | | ● | | | | | | | | | | | | | | | ● | | | | | | ● | | | | | | ● | | | | | | 5 | | |||
| | | Human Capital Management | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | 12 | | |
| | | Public Company Experience | | | ● | | | | | | ● | | | | | | | | | ● | | | ● | | | | | | ● | | | | | | | | | | | | 5 | | |
| BOARD INDEPENDENCE AND TENURE | | ||||||||||||||||||||||||||||||||||||||||||
| Independent | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | ● | | | | | | ● | | | ● | | | ● | | | 11 | | |||
| Board Tenure (years) | | | 7 | | | 8 | | | 6 | | | 19 | | | 17 | | | 1 | | | 4 | | | N/A | | | 9 | | | 18 | | | 19 | | | 19 | | | — | | |||
| BOARD DEMOGRAPHICS | | ||||||||||||||||||||||||||||||||||||||||||
| Age | | | 67 | | | 66 | | | 55 | | | 71 | | | 61 | | | 65 | | | 60 | | | 54 | | | 52 | | | 69 | | | 60 | | | 71 | | | — | | |||
| Gender | | | F | | | M | | | M | | | F | | | F | | | F | | | M | | | M | | | M | | | M | | | M | | | M | | | — | | |||
| Race | | | C | | | C | | | C | | | C | | | C | | | A | | | C | | | C | | | C | | | C | | | C | | | C | | | — | |
| 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) | | | | 6 | | | | 7 | | | | 7 | | | | 4 | | | | 18 | | | | 16 | | | | Nominee | | | | 3 | | | | 9 | | | | 17 | | | | 18 | | | | 18 | |
| Board Demographics | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Age | | | | 66 | | | | 65 | | | | 54 | | | | 71 | | | | 70 | | | | 60 | | | | 64 | | | | 59 | | | | 51 | | | | 68 | | | | 59 | | | | 70 | |
| Gender | | | | F | | | | M | | | | M | | | | M | | | | F | | | | F | | | | F | | | | M | | | | M | | | | M | | | | M | | | | M | |
| Race | | | | Caucasian/ White | | | | Caucasian/ White | | | | Caucasian/ White | | | | Caucasian/ White | | | | Caucasian/ White | | | | Caucasian/ White | | | | African American/ Black | | | | Caucasian/ White | | | | Caucasian/ White | | | | Caucasian/ White | | | | Caucasian/ White | | | | Caucasian/ White | |
| Executive Officers | |
| NAME | | | | AGE | | | | SINCE | | | | CURRENT POSITION | | | | POSITIONS WITH SUBSIDIARIES | | NAME | | | | AGE | | | | SINCE | | | | CURRENT POSITION | | | | POSITIONS WITH SUBSIDIARIES | | ||||||||||||
| Curtis C. Simard | | | | | | 51 | | | | | | | 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 | | Curtis C. Simard | | | | | | 52 | | | | | | | 2013 | | | | | Director, President and CEO | | | | President and CEO of BHBT since June 2013. Director of BHBT since June 2013. Director of BHWM since 2022 when the two trust entities merged | |
| Josephine Iannelli | | | | | | 49 | | | | | | | 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 | | Josephine Iannelli | | | | | | 50 | | | | | | | 2016 | | | | | Executive Vice President, Chief Financial Officer and Treasurer | | | | Executive Vice President, Chief Financial Officer, and Treasurer of BHBT since 2016. Chief Financial Officer and Treasurer of BHWM since 2022 when the two trust entities merged | |
| Marion Colombo | | | | | | 56 | | | | | | | 2018 | | | | | N/A | | | | Executive Vice President, Director of Retail Delivery of BHBT since 2018 | | Marion Colombo | | | | | | 57 | | | | | | | 2018 | | | | | N/A | | | | Executive Vice President, Director of Retail Delivery of BHBT since 2018 | |
| John M. Mercier | | | | | | 58 | | | | | | | 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 | | John M. Mercier | | | | | | 59 | | | | | | | 2018 | | | | | N/A | | | | Executive Vice President, Chief Lending Officer of BHBT since 2018. Formerly Executive Vice President, Senior Lender NH and VT of BHBT since 2017 | |
| Jason Edgar | | | | | | 45 | | | | | | | 2019 | | | | | N/A | | | | President of BHTS and CTC since June 2019 | | Jason Edgar | | | | | | 46 | | | | | | | 2019 | | | | | N/A | | | | Hired in 2019 as President of both BHTS and CTC; President of BHWM since 2022 when the two trust entities merged | |
| Jennifer Svenson | | | | | | 57 | | | | | | | 2019 | | | | | N/A | | | | Senior Vice President, Chief Human Resources Officer of BHBT since June 2019 | | Alison DiPaola | | | | | | 35 | | | | | | | 2022 | | | | | N/A | | | | Senior Vice President, Chief Human Resources Officer of BHBT since April, 2022 | |
| Joseph P. Scully | | | | | | 60 | | | | | | | 2021 | | | | | N/A | | | | Senior Vice President, Chief Information Officer and Director of Operations of BHBT since April 2021 | | Joseph Schmitt | | | | | | 50 | | | | | | | 2022 | | | | | N/A | | | | Senior Vice President, Chief Marketing Officer of BHBT since September 2017, and a Head of Communications since January, 2022 | |
| John M. Williams, II | | | | | | 31 | | | | | | | 2021 | | | | | N/A | | | | Senior Vice President, Chief Risk Officer of BHBT since April 2021 | | Joseph P. Scully | | | | | | 61 | | | | | | | 2021 | | | | | N/A | | | | Senior Vice President, Chief Information Officer and Director of Operations of BHBT since April, 2021 | |
| John M. Williams, II | | | | | | 32 | | | | | | | 2021 | | | | | N/A | | | | Senior Vice President, Chief Risk Officer of BHBT since April, 2021 | |
CURTIS C. SIMARD | | | | |
| | Mr. Simard has served as our President and Chief Executive Officer since August 10, 2013. Prior to joining the Bank, he served as Senior Vice President and Managing Director of Corporate Banking for TD Bank from 2002 to 2013. He was also affiliated with First New Hampshire Bank and its successor, Citizens Bank, from 1992 to 2002 working on various business initiatives. Mr. Simard resides in Mount Desert, Maine. Professional and Leadership Highlights: • Serves as a member • Serves as a member of the Board of Directors • Serves as a member of the Board of Directors at the Business and Industry Association of N.H. • • Previous Board member of Northern Light Maine Coast Memorial Hospital, Seal Cove Auto Museum and the Abbe Museum, a Smithsonian affiliate representing Native American Mr. Simard’s position as our President and CEO, his extensive track record of success in banking throughout | |
JOSEPHINE IANNELLI | | | | |
| | Ms. Iannelli joined Bar Harbor Bank & Trust in October 2016 as Executive Vice President, Chief Financial Officer and Treasurer. Prior to joining the organization, Ms. Iannelli served as Senior Executive Vice President, Chief Financial Officer and Treasurer of Berkshire Hills Bancorp in Pittsfield, Massachusetts. She began her career at KPMG and subsequently KeyCorp. She also served in various roles at National City Corporation starting in 2002 up to and including the acquisition and integration into PNC Financial Services Group. Ms. Iannelli resides in Mount Desert, Maine. Professional and Leadership Highlights: • Holds a BS in Accounting from Baldwin Wallace University • Serves as a member of the Board of Directors, Secretary and Chair of the Audit Committee for the Maine Seacoast Mission • Serves as a member of the Board of Trustees and Chair of the Finance Committee for Camp Beech Cliff • Owned her own consulting company serving both national and international publicly traded clients In these varying roles, Ms. Iannelli’s experience and expertise | |
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, • Past recipient of the Abigail Adams award from the Massachusetts Women’s Political Caucus, recognizing her as an Outstanding Woman Leader • Served with the United Way, Boston Partners in Education, and other nonprofits having been recognized for extraordinary support of women in the workplace Ms. Colombo’s in-depth knowledge of retail banking and her strong leadership skills and experience provide significant expertise in this important segment of our business. | |
JOHN M. MERCIER | | | | |
| | Mr. Mercier has served as our Executive Vice President and Chief Lending Officer since October 1, 2018. He joined our company in April 2017 as Executive Vice President, Senior Loan Officer for New Hampshire and Vermont. His banking career spans more than 30 years with significant lending experience in many types of lending, across segments, and through various economic cycles. Prior roles have included various initiatives at Citizens Bank, KeyCorp, TD Bank, and 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 • Serves as • Past Chairman and Trustee Emeritus of Southern New Hampshire Health System • Past Chairman of the Manchester-Boston Regional Airport Authority • Past Trustee of various nonprofits including the Granite United Way, New Hampshire Institute of Art, and the Manchester Boys & Girls Club In his role, Mr. Mercier’s experience provides for the effective planning, development and implementation of the Bank’s long-term lending strategies, including initiatives such as portfolio mix, growth strategies and market penetration objectives. | |
JASON EDGAR | | | | |
| | Mr. Edgar joined our company in June 2019 as President of BHTS and CTC. BHTS and CTC merged into one entity as of May 1, 2022, Bar Harbor Wealth Management. He is responsible for setting the strategic direction of Wealth Management and managing the day-to-day business of Professional and Leadership Highlights: • Prior to joining Bar Harbor Bank & Trust, Mr. Edgar served in multiple leadership roles at Berkshire • He received a BA Degree in Political Science from the University of Connecticut. Mr. Edgar’s strong wealth management experience, deep industry knowledge and significant leadership skills provide expertise in this important segment of our business. | |
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| | Ms. Professional and Leadership Highlights: • • Graduate of • Serves as a In her role, | |
JOSEPH SCHMITT | | | | |
| | Mr. Schmitt has served as our Chief Marketing Officer since September 17, 2017 and took on the additional role of Head of Communications on January 10, 2022. Mr. Schmitt has over 25 years of industry experience in Marketing and Product Management. In his role, Mr. Schmitt oversees the strategy and execution for employee and customer communications, brand and advertising, customer growth and deposit balance growth programs, philanthropic giving, and sponsorships. Mr. Schmitt resides in Bar Harbor, Maine. Professional and Leadership Highlights • Holds a BS in Finance and Marketing from Skidmore College • Earned an MBA from Suffolk University • Prior to joining the Bank, Mr. Schmitt held various marketing and product management roles over ten years at Santander Bank. He served as Senior Vice President and Director of Product Marketing for Santander from 2014 to 2017. Prior roles with Santander included: Director Consumer Strategy, Planning and MIS, and several senior product management roles in consumer and business banking. Before joining Santander, Mr. Schmitt was the Director of Marketing at Brookline Bank from 2004 through 2007. He also held senior roles at Rockland Trust, Eastern Bank and BankBoston. Mr. Schmitt’s experience across many business lines in banks of varying size is valuable in his role of Marketing, Product Deployment and Communication. | |
JOSEPH SCULLY | | | | |
| | Mr. Scully is the CIO and Director of Operations at Bar Harbor Bank & Trust and is responsible for guiding the bank’s Technology, Project & Vendor Management, Business Continuity, Real Estate Management, and Deposit/Loan Operations functions. Mr. Scully has nearly four decades of experience working in the Department of Defense and Financial Services verticals. He has supervised Information Technology & Security, Fraud, Project Management, Facilities, and Card Operations departments throughout his career and has served on multiple banking and security industry committees during the last 20 years. Since arriving at the bank, Mr. Scully has spearheaded the modernization of our enterprise infrastructure and has played key roles in a majority of the bank’s strategic initiatives 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 | |
JOHN WILLIAMS | | | | |
| | Mr. Williams has served as our Senior Vice President, Chief Risk Officer since April 2021, and has served in varying and progressively higher roles of responsibilities within the risk management Professional and Leadership Highlights: • Received a BA in Economics from Yale University • Past and present Board member of several community and • Significant involvement in the Company’s M&A activity Mr. Williams’ leadership skills, education, and risk management experience | |
| Certain Relationships and Related-Party Transactions | |
| Compensation of Directors | |
| 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 | | | | | | | — | | |
| COMPENSATION | | | | 2021 AMOUNTS | | | | 2022 AMOUNTS | | ||||||
| Board Retainer | | | | | $ | 32,000 | | | | | | $ | 32,000 | | |
| Chair of the Board Retainer | | | | | | 22,500 | | | | | | | 22,500 | | |
| Audit Chair Retainer | | | | | | 10,000 | | | | | | | 10,000 | | |
| All Other Committee Chair Retainer | | | | | | 7,500 | | | | | | | 7,500 | | |
| Chair of BHWM | | | | | | 7,500 | | | | | | | 7,500 | | |
| Annual Fully Vested Restricted Stock Grant | | | | | | 32,500 | | | | | | | 40,000 | | |
| Per Meeting Fee | | | | | | — | | | | | | | — | | |
| NAME | | | | FEES EARNED OR PAID IN CASH | | | | RESTRICTED STOCK AWARDS1 | | | | TOTAL | | NAME | | | | FEES EARNED OR PAID IN CASH1 | | | | RESTRICTED STOCK AWARDS2 | | | | TOTAL | | ||||||||||||||||||
| Daina H. Belair | | | | | $ | 32,000 | | | | | | $ | 32,479 | | | | | | $ | 64,479 | | | Daina H. Belair | | | | | $ | 32,928 | | | | | | $ | 39,994 | | | | | | $ | 72,921 | | |
| Matthew L. Caras | | | | | | 39,500 | | | | | | | 32,479 | | | | | | | 71,979 | | | Matthew L. Caras | | | | | | 39,500 | | | | | | | 39,994 | | | | | | | 79,494 | | |
| David M. Colter | | | | | | 32,000 | | | | | | | 32,479 | | | | | | | 64,479 | | | David M. Colter | | | | | | 38,237 | | | | | | | 39,994 | | | | | | | 78,231 | | |
| Steven H. Dimick | | | | | | 32,000 | | | | | | | 32,479 | | | | | | | 64,479 | | | Steven H. Dimick | | | | | | 32,000 | | | | | | | 39,994 | | | | | | | 71,994 | | |
| Martha T. Dudman | | | | | | 39,500 | | | | | | | 32,479 | | | | | | | 71,979 | | | Martha T. Dudman | | | | | | 34,843 | | | | | | | 39,994 | | | | | | | 74,837 | | |
| Lauri E. Fernald | | | | | | 39,500 | | | | | | | 32,479 | | | | | | | 71,979 | | | Lauri E. Fernald | | | | | | 34,843 | | | | | | | 39,994 | | | | | | | 74,837 | | |
| Brendan J. O’Halloran | | | | | | 32,000 | | | | | | | 32,479 | | | | | | | 64,479 | | | Debra B. Miller | | | | | | 19,956 | | | | | | | 39,994 | | | | | | | 59,950 | | |
| Kenneth E. Smith2 | | | | | | 39,500 | | | | | | | 32,479 | | | | | | | 71,979 | | | Brendan J. O’Halloran | | | | | | 36,677 | | | | | | | 39,994 | | | | | | | 76,671 | | |
| Stephen R. Theroux | | | | | | 32,000 | | | | | | | 32,479 | | | | | | | 64,479 | | | Kenneth E. Smith3 | | | | | | 39,500 | | | | | | | 39,994 | | | | | | | 79,494 | | |
| Scott C. Toothaker | | | | | | 42,000 | | | | | | | 32,479 | | | | | | | 74,479 | | | Stephen R. Theroux | | | | | | 12,128 | | | | | | | — | | | | | | | 12,128 | | |
| David B. Woodside | | | | | | 54,500 | | | | | | | 32,479 | | | | | | | 86,979 | | | Scott C. Toothaker | | | | | | 35,790 | | | | | | | 39,994 | | | | | | | 75,784 | | |
| Totals | | | | | $ | 414,500 | | | | | | $ | 357,269 | | | | | | $ | 771,769 | | | David B. Woodside | | | | | | 54,500 | | | | | | | 39,994 | | | | | | | 94,494 | | |
| Totals | | | | | $ | 410,901 | | | | | | $ | 439,934 | | | | | | $ | 850,835 | | |
| 1. Fees earned include all stipends earned in 2022. | |
| 2. Represents the value of | |
| 3. Mr. Smith deferred a portion of his compensation under a Non-Qualified Deferred Compensation arrangement. This deferred arrangement is funded entirely by the director and the funds are invested and remain in our name until the director withdraws them upon his resignation, retirement, or termination from Board membership. Mr. Smith assumes the investment risk on these funds and holds the status of an unsecured creditor of our Company for the payment of these deferred fees at a future date. | |
| Compensation Discussion and Analysis | |
| 2018 | | | | 2019 | | | | 2020 | | | | 2021 | | 2019 | | | | 2020 | | | | 2021 | | | | 2022 | |
| 95.6% | | | | 96.4% | | | | 93.8% | | | | 96.0% | | 96.4% | | | | 93.8% | | | | 96.0% | | | | 96.3% | |
| Institution Name | | | | Ticker | |
| Arrow Financial Corporation | | | | AROW | |
| Bankwell Financial Group, Inc. | | | | BWFG | |
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| Tompkins Financial Corporation | | | | TMP | |
| TrustCo Bank Corp NY | | | | TRST | |
| Washington Trust Bancorp, Inc. | | | | WASH | |
| Western New England Bancorp, Inc. | | | | WNEB | |
| 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 | | |
| PERFORMANCE YEAR | | |||
| DESCRIPTION | | | HOW IT PAYS | |
| Base Salary | | | Salary/wages are paid on a standard, | |
| Annual Cash Incentive | | | Awarded annually, subject to Board-approved formulas for | |
| Equity Incentives | | | Comprised of three-year | |
| Executive Benefits | | | Executive benefits include reimbursement of membership fees to fitness, country club, or similar organizations, | |
| 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 | | |
| NAME | | | | 2022 BASE SALARY | | | | 2023 BASE SALARY | | ||||||
| Curtis C. Simard | | | | | $ | 694,900 | | | | | | $ | 716,000 | | |
| Josephine Iannelli | | | | | | 445,600 | | | | | | | 459,000 | | |
| Marion Colombo | | | | | | 328,900 | | | | | | | 339,000 | | |
| John M. Mercier | | | | | | 328,900 | | | | | | | 339,000 | | |
| Jason Edgar | | | | | | 318,300 | | | | | | | 328,000 | | |
| NAME | | | | BASE SALARY | | | | Target (AS A PERCENTAGE OF BASE SALARY) | | | | TARGET | | NAME | | | | BASE SALARY | | | | Target (AS A PERCENTAGE OF BASE SALARY) | | | | TARGET | | ||||||||||||||||||
| Curtis C. Simard | | | | | $ | 674,700 | | | | | | | 50.00% | | | | | | $ | 337,350 | | | Curtis C. Simard | | | | | $ | 694,900 | | | | | | | 50.00% | | | | | | $ | 347,450 | | |
| Josephine Iannelli | | | | | | 432,600 | | | | | | | 35.00% | | | | | | | 151,410 | | | Josephine Iannelli | | | | | | 445,600 | | | | | | | 35.00 | | | | | | | 155,960 | | |
| Richard B. Maltz | | | | | | 432,600 | | | | | | | 35.00% | | | | | | | 151,410 | | | Marion Colombo | | | | | | 328,900 | | | | | | | 30.00 | | | | | | | 98,670 | | |
| Marion Colombo | | | | | | 319,300 | | | | | | | 30.00% | | | | | | | 95,790 | | | John M. Mercier | | | | | | 328,900 | | | | | | | 30.00 | | | | | | | 98,670 | | |
| John M. Mercier | | | | | | 319,300 | | | | | | | 30.00% | | | | | | | 95,790 | | | Jason Edgar | | | | | | 318,300 | | | | | | | 30.00 | | | | | | | 95,490 | | |
| Jason Edgar | | | | | | 309,000 | | | | | | | 30.00% | | | | | | | 92,700 | | |
| PERFORMANCE GOALS | | PERFORMANCE GOALS | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCENTIVE MEASURES | | | | THRESHOLD | | | | TARGET | | | | STRETCH | | INCENTIVE MEASURES | | | | THRESHOLD | | | | TARGET | | | | STRETCH | | | | ACTUAL | | | | WEIGHTS | | ||||||||||||||||||||||||
| Adjusted Net Income ($thousands)1 | | | | | $ | 29,805 | | | | | | $ | 32,048 | | | | | | $ | 35,253 | | | Adjusted Net Income ($thousands)1 | | | | | $ | 31,629 | | | | | | $ | 34,010 | | | | | | $ | 37,411 | | | | | | $ | 44,080 | | | | | | | 40.00% | | |
| NPL/Tloans2 | | | | | | 1.20% | | | | | | | 0.90% | | | | | | | 0.75% | | | NPL/Tloans2 | | | | | | 0.53% | | | | | | | 0.40% | | | | | | | 0.33% | | | | | | | 0.23% | | | | | | | 10.00 | | |
| Efficiency Ratio3 | | | | | | 64.40% | | | | | | | 63.14% | | | | | | | 61.88% | | | Efficiency Ratio3 | | | | | | 66.74% | | | | | | | 65.43% | | | | | | | 64.12% | | | | | | | 64.00% | | | | | | | 10.00 | | |
| Strategic Initiatives4 | | | | | | 90.00% | | | | | | | 100.00% | | | | | | | 110.00% | | | Strategic Initiatives4 | | | | | | 90.00% | | | | | | | 100.00% | | | | | | | 110.00% | | | | | | | 110.00% | | | | | | | 40.00 | | |
| 1. Adjusted net income is reflected in the | |
| 2. Non-Performing Loans | |
| 3. Efficiency ratio is a | |
| 4. Strategic initiatives include, but are not limited to, M&A activity, balance sheet strategies, restructuring initiatives, and long-term strategic development that positions for long-term performance consistency. | |
| NAMED EXECUTIVE OFFICER | | | | ACTUAL | | | | TARGET | | | | % OF TARGET | | NAMED EXECUTIVE OFFICER | | | | ACTUAL | | | | TARGET | | | | % OF TARGET | | ||||||||||||||||||
| Curtis C. Simard | | | | | $ | 506,025 | | | | | | $ | 337,350 | | | | | | | 150% | | | Curtis C. Simard | | | | | $ | 521,175 | | | | | | $ | 347,450 | | | | | | | 150% | | |
| Josephine Iannelli | | | | | | 227,115 | | | | | | | 151,410 | | | | | | | 150% | | | Josephine Iannelli | | | | | | 233,940 | | | | | | | 155,960 | | | | | | | 150% | | |
| Richard B. Maltz | | | | | | — | | | | | | | 151,410 | | | | | | | 0% | | | Marion Colombo | | | | | | 148,005 | | | | | | | 98,670 | | | | | | | 150% | | |
| Marion Colombo | | | | | | 143,685 | | | | | | | 95,790 | | | | | | | 150% | | | John M. Mercier | | | | | | 148,005 | | | | | | | 98,670 | | | | | | | 150% | | |
| John M. Mercier | | | | | | 143,685 | | | | | | | 95,790 | | | | | | | 150% | | | Jason Edgar | | | | | | 143,235 | | | | | | | 95,490 | | | | | | | 150% | | |
| Jason Edgar | | | | | | 139,050 | | | | | | | 92,700 | | | | | | | 150% | | |
| Participants | | | | Total LTI Target (% of Salary) | | |||
| CEO/President | | | | | | 65% | | |
| EVP/CFO | | | | | | 40% | | |
| All other members of the senior executive team | | | | | | 35% | | |
| 2021 Long-Term Incentive Awards | | 2022 Long-Term Incentive Awards | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | Time Vested | | | | Performance-Vested | | | | | | Time Vested | | | | Performance-Vested | | |||||||||||||||||||||||||||||||||||||||||||||||
| Name | | | | % of Salary | | | | Amount $ | | | | Target % of Salary | | | | Target $ | | Name | | | | % of Salary | | | | Amount $ | | | | Target % of Salary | | | | Target $ | | | | Award Opportunity | | |||||||||||||||||||||||||||
| Curtis C. Simard | | | | | | 25.00% | | | | | | $ | 168,675 | | | | | | | 40.00% | | | | | | $ | 269,880 | | | Curtis C. Simard | | | | | | 30.03% | | | | | | $ | 208,678 | | | | | | | 47.97% | | | | | | $ | 333,344 | | | | | | | 78.00% | | |
| Josephine Iannelli | | | | | | 20.00 | | | | | | | 86,520 | | | | | | | 20.00 | | | | | | | 86,520 | | | Josephine Iannelli | | | | | | 24.00 | | | | | | | 106,944 | | | | | | | 24.00 | | | | | | | 106,944 | | | | | | | 48.00 | | |
| Richard B. Maltz | | | | | | 20.00 | | | | | | | 86,520 | | | | | | | 20.00 | | | | | | | 86,520 | | | Marion Colombo | | | | | | 21.00 | | | | | | | 69,069 | | | | | | | 21.00 | | | | | | | 69,069 | | | | | | | 42.00 | | |
| Marion Colombo | | | | | | 17.50 | | | | | | | 55,878 | | | | | | | 17.50 | | �� | | | | | 55,878 | | | John M. Mercier | | | | | | 21.00 | | | | | | | 69,069 | | | | | | | 21.00 | | | | | | | 69,069 | | | | | | | 42.00 | | |
| John M. Mercier | | | | | | 17.50 | | | | | | | 55,878 | | | | | | | 17.50 | | | | | | | 55,878 | | | Jason Edgar | | | | | | 21.00 | | | | | | | 66,843 | | | | | | | 21.00 | | | | | | | 66,843 | | | | | | | 42.00 | | |
| Jason Edgar | | | | | | 17.50 | | | | | | | 54,075 | | | | | | | 17.50 | | | | | | | 54,075 | | |
Measure | | | | Threshold | | | | Target | | | | Stretch | |
Relative Three Year Average ROA | | | | 35th percentile | | | | 50th percentile | | | | 75th percentile | |
Payout | | | | 50% | | | | 100% | | | | 150% | |
| Metrics | | | | Threshold | | | | Target | | | | Stretch | |
| 3-year average Core ROA—relative to Custom Industry Index | | | | 25th percentile | | | | 50th percentile | | | | 75th percentile | |
| 3-year average Core ROE—relative to Custom Industry Index | | | | 25th percentile | | | | 50th percentile | | | | 75th percentile | |
| Payout | | | | 50% | | | | 100% | | | | 150% | |
| | | | Brendan J. O’Halloran, Chair Matthew L. Caras | | | | | | David M. Colter Kenneth E. Smith David B. Woodside | | | | |
| NAME AND PRINCIPAL POSITION | | | | YEAR | | | | BASE SALARY RECEIVED1 | | | | SIGN ON BONUS4 | | | | STOCK AWARDS2 | | | | NON-EQUITY INCENTIVE PLAN COMPENSATION | | | | ALL OTHER COMPENSATION3 | | | | TOTAL ($) | | NAME AND PRINCIPAL POSITION | | | | YEAR | | | | BASE SALARY RECEIVED1 | | | | SIGN ON BONUS4 | | | | STOCK AWARDS2 | | | | NON-EQUITY INCENTIVE PLAN COMPENSATION | | | | ALL OTHER COMPENSATION3 | | | | TOTAL ($) | | ||||||||||||||||||||||||||||||||||||||||||
| Curtis C. Simard President & CEO | | | | | | 2021 | | | | | | $ | 674,700 | | | | | | $ | — | | | | | | $ | 573,495 | | | | | | $ | 506,025 | | | | | | $ | 42,251 | | | | | | $ | 1,796,471 | | | Curtis C. Simard President & CEO | | | | | | 2022 | | | | | | $ | 694,900 | | | | | | $ | — | | | | | | $ | 541,994 | | | | | | $ | 521,175 | | | | | | $ | 51,563 | | | | | | $ | 1,809,632 | | |
| | | 2020 | | | | | | | 655,000 | | | | | | | — | | | | | | | 556,767 | | | | | | | 433,738 | | | | | | | 62,965 | | | | | | | 1,708,470 | | | | | | 2021 | | | | | | | 674,700 | | | | | | | — | | | | | | | 438,555 | | | | | | | 506,025 | | | | | | | 42,251 | | | | | | | 1,661,531 | | | |||||||
| | | 2019 | | | | | | | 635,000 | | | | | | | — | | | | | | | 417,498 | | | | | | | 253,388 | | | | | | | 30,287 | | | | | | | 1,336,173 | | | | | | 2020 | | | | | | | 655,000 | | | | | | | — | | | | | | | 425,764 | | | | | | | 433,738 | | | | | | | 62,965 | | | | | | | 1,577,467 | | | |||||||
| Josephine Iannelli EVP, CFO and Treasurer | | | | | | 2021 | | | | | | | 432,600 | | | | | | | — | | | | | | | 216,300 | | | | | | | 227,115 | | | | | | | 14,224 | | | | | | | 890,239 | | | Josephine Iannelli EVP, CFO and Treasurer | | | | | | 2022 | | | | | | | 445,600 | | | | | | | — | | | | | | | 213,846 | | | | | | | 233,940 | | | | | | | 28,948 | | | | | | | 922,334 | | |
| | | 2020 | | | | | | | 420,000 | | | | | | | — | | | | | | | 210,024 | | | | | | | 216,317 | | | | | | | 12,660 | | | | | | | 859,001 | | | | | | 2021 | | | | | | | 432,600 | | | | | | | — | | | | | | | 173,040 | | | | | | | 227,115 | | | | | | | 14,224 | | | | | | | 846,979 | | | |||||||
| | | 2019 | | | | | | | 405,000 | | | | | | | — | | | | | | | 226,856 | | | | | | | 121,780 | | | | | | | 24,585 | | | | | | | 778,221 | | | | | | 2020 | | | | | | | 420,000 | | | | | | | — | | | | | | | 168,019 | | | | | | | 216,317 | | | | | | | 12,660 | | | | | | | 816,996 | | | |||||||
| Richard B. Maltz EVP, Chief Operating Officer and Chief Risk Officer | | | | | | 2021 | | | | | | | 407,401 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 13,052 | | | | | | | 420,453 | | | Marion Colombo EVP, Director of Retail Delivery | | | | | | 2022 | | | | | | | 328,900 | | | | | | | — | | | | | | | 138,120 | | | | | | | 148,005 | | | | | | | 26,461 | | | | | | | 641,486 | | |
| | | 2020 | | | | | | | 420,000 | | | | | | | — | | | | | | | 210,024 | | | | | | | 216,317 | | | | | | | 24,126 | | | | | | | 870,467 | | | | | | 2021 | | | | | | | 319,300 | | | | | | | — | | | | | | | 111,755 | | | | | | | 143,685 | | | | | | | 25,334 | | | | | | | 600,074 | | | |||||||
| | | 2019 | | | | | | | 405,000 | | | | | | | — | | | | | | | 226,856 | | | | | | | 121,780 | | | | | | | 26,744 | | | | | | | 780,380 | | | | | | 2020 | | | | | | | 310,000 | | | | | | | — | | | | | | | 108,503 | | | | | | | 136,854 | | | | | | | 25,204 | | | | | | | 580,561 | | | |||||||
| Marion Colombo EVP, Director of Retail Delivery | | | | | | 2021 | | | | | | | 319,300 | | | | | | | — | | | | | | | 139,694 | | | | | | | 143,685 | | | | | | | 25,334 | | | | | | | 628,013 | | | John M. Mercier EVP, Chief Lending Officer | | | | | | 2022 | | | | | | | 328,900 | | | | | | | — | | | | | | | 138,120 | | | | | | | 148,005 | | | | | | | 31,034 | | | | | | | 646,059 | | |
| | | 2020 | | | | | | | 310,000 | | | | | | | — | | | | | | | 135,629 | | | | | | | 136,854 | | | | | | | 25,204 | | | | | | | 607,687 | | | | | | 2021 | | | | | | | 319,300 | | | | | | | — | | | | | | | 111,755 | | | | | | | 143,685 | | | | | | | 31,149 | | | | | | | 605,889 | | | |||||||
| | | 2019 | | | | | | | 300,000 | | | | | | | — | | | | | | | 143,738 | | | | | | | 78,931 | | | | | | | 32,663 | | | | | | | 555,332 | | | | | | 2020 | | | | | | | 310,000 | | | | | | | — | | | | | | | 108,503 | | | | | | | 136,854 | | | | | | | 34,820 | | | | | | | 590,177 | | | |||||||
| John M. Mercier EVP, Chief Lending Officer | | | | | | 2021 | | | | | | | 319,300 | | | | | | | — | | | | | | | 139,694 | | | | | | | 143,685 | | | | | | | 31,149 | | | | | | | 633,828 | | | Jason Edgar President, Wealth | | | | | | 2022 | | | | | | | 318,300 | | | | | | | — | | | | | | | 133,675 | | | | | | | 143,235 | | | | | | | 22,451 | | | | | | | 617,661 | | |
| | | 2020 | | | | | | | 310,000 | | | | | | | — | | | | | | | 135,629 | | | | | | | 136,854 | | | | | | | 34,820 | | | | | | | 617,303 | | | | | | 2021 | | | | | | | 309,000 | | | | | | | — | | | | | | | 108,150 | | | | | | | 139,050 | | | | | | | 24,440 | | | | | | | 580,640 | | | |||||||
| | | 2019 | | | | | | | 300,000 | | | | | | | — | | | | | | | 123,743 | | | | | | | 78,931 | | | | | | | 33,354 | | | | | | | 536,028 | | | | | | 2020 | | | | | | | 300,000 | | | | | | | — | | | | | | | 104,993 | | | | | | | 132,439 | | | | | | | 25,119 | | | | | | | 562,551 | | | |||||||
| 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. Included in salary amounts for each NEO are monies they deferred pursuant to our 401(k) Plan, which allows our employees and employees of our wholly owned subsidiaries to defer monies from their compensation, subject to applicable limitations in Code Section 401(k), and amounts deferred pursuant to our Section 125 Cafeteria Plan providing health, life, and disability insurance benefits. Employees, including NEOs, are paid on a bi-weekly basis. | |
| 2. | |
| 3. “All Other | |
| NAME | | | | EMPLOYER 401(K) CONTRIBUTION MATCH | | | | MEMBERSHIP DUES | | | | HOUSING ALLOWANCE | | | | AUTOMOBILE ALLOWANCE | | | | IMPUTED LIFE INSURANCE | | | | TOTAL | | NAME | | | | EMPLOYER 401(K) CONTRIBUTION MATCH | | | | MEMBERSHIP DUES | | | | HOUSING ALLOWANCE | | | | TAXABLE TRAVEL | | | | IMPUTED LIFE INSURANCE | | | | TOTAL | | ||||||||||||||||||||||||||||||||||||
| Curtis C. Simard | | | | | $ | 11,600 | | | | | | $ | 26,002 | | | | | | $ | — | | | | | | $ | 2,813 | | | | | | $ | 1,836 | | | | | | $ | 42,251 | | | Curtis C. Simard | | | | | $ | 12,200 | | | | | | $ | 35,437 | | | | | | $ | — | | | | | | $ | 1,994 | | | | | | $ | 1,932 | | | | | | $ | 51,563 | | |
| Josephine Iannelli | | | | | | 11,600 | | | | | | | — | | | | | | | — | | | | | | | 1,634 | | | | | | | 990 | | | | | | | 14,224 | | | Josephine Iannelli | | | | | | 12,200 | | | | | | | 13,638 | | | | | | | — | | | | | | | 1,178 | | | | | | | 1,932 | | | | | | | 28,948 | | |
| Richard B. Maltz | | | | | | 10,281 | | | | | | | — | | | | | | | — | | | | | | | 1,431 | | | | | | | 1,340 | | | | | | | 13,052 | | | Marion Colombo | | | | | | 12,200 | | | | | | | 11,092 | | | | | | | — | | | | | | | 32 | | | | | | | 3,137 | | | | | | | 26,461 | | |
| Marion Colombo | | | | | | 11,600 | | | | | | | 10,896 | | | | | | | — | | | | | | | — | | | | | | | 2,838 | | | | | | | 25,334 | | | John M. Mercier | | | | | | 12,200 | | | | | | | 14,378 | | | | | | | — | | | | | | | 1,618 | | | | | | | 2,838 | | | | | | | 31,034 | | |
| John M. Mercier | | | | | | 11,600 | | | | | | | 14,043 | | | | | | | — | | | | | | | 2,668 | | | | | | | 2,838 | | | | | | | 31,149 | | | Jason P. Edgar | | | | | | 12,200 | | | | | | | — | | | | | | | — | | | | | | | 9,195 | | | | | | | 1,057 | | | | | | | 22,451 | | |
| Jason P. Edgar | | | | | | 11,600 | | | | | | | — | | | | | | | — | | | | | | | 11,850 | | | | | | | 990 | | | | | | | 24,440 | | |
| 1. Membership Dues include payment of membership or participation fees to fitness, country club, or similar organizations. | |
| | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | | All other stock awards: Number of stock units3(#) (j) | | | | Grant date fair value of stock awards4(#) (k) | | | | | | | | | | | | | | 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 ($) (f) | | | | Threshold (#) (g) | | | | Target (#) (h) | | | | Stretch (#) (i) | | | Name (a) | | | | Grant Type (b) | | | | Grant Date (c) | | | | Threshold ($) (d) | | | | Target ($) (e) | | | | Stretch ($) (f) | | | | Threshold (#) (g) | | | | Target (#) (h) | | | | Stretch (#) (i) | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Curtis C. Simard | | | | Short-term | | | | | | | | | $ | 168,678 | | | | | | $ | 337,350 | | | | | | $ | 506,025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | | | Curtis C. Simard | | | | Short-term | | | | | | | | | $ | 173,725 | | | | | | $ | 347,450 | | | | | | $ | 521,175 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Time-vested | | | | Jan 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,493 | | | | | | | 168,675 | | | | | | | Time-vested | | | | Jul-22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,324 | | | | | | $ | 208,661 | | |
| | | | | Performance | | | | Jan 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,995 | | | | | | | 11,989 | | | | | | | 17,984 | | | | | | | | | | | | | | 404,820 | | | | | | | Performance | | | | Jul-22 | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,850 | | | | | | | 11,700 | | | | | | | 17,550 | | | | | | | | | | | | | | 333,333 | | |
| Josephine Iannelli | | | | Short-term | | | | | | | | | | 75,705 | | | | | | | 151,410 | | | | | | | 227,115 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Josephine Iannelli | | | | Short-term | | | | | | | | | | 77,980 | | | | | | | 155,960 | | | | | | | 233,940 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Time-vested | | | | Jan 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,844 | | | | | | | 86,520 | | | | | | | Time-vested | | | | Jul-22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,753 | | | | | | | 106,923 | | |
| | | | | Performance | | | | Jan 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,922 | | | | | | | 3,844 | | | | | | | 5,765 | | | | | | | | | | | | | | 129,780 | | | | | | | Performance | | | | Jul-22 | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,877 | | | | | | | 3,753 | | | | | | | 5,630 | | | | | | | | | | | | | | 106,923 | | |
| Rick Maltz | | | | Short-term | | | | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Marion Colombo | | | | Short-term | | | | | | | | | | 49,335 | | | | | | | 98,670 | | | | | | | 148,005 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Time-vested | | | | Jan 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,844 | | | | | | | 86,520 | | | | | | | Time-vested | | | | Jul-22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,424 | | | | | | | 69,060 | | |
| | | | | Performance | | | | Jan 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,922 | | | | | | | 3,844 | | | | | | | 5,765 | | | | | | | | | | | | | | 129,780 | | | | | | | Performance | | | | Jul-22 | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,212 | | | | | | | 2,424 | | | | | | | 3,636 | | | | | | | | | | | | | | 69,060 | | |
| Marion Colombo | | | | Short-term | | | | | | | | | | 47,895 | | | | | | | 95,790 | | | | | | | 143,685 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | John M. Mercier | | | | Short-term | | | | | | | | | | 49,335 | | | | | | | 98,670 | | | | | | | 148,005 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Time-vested | | | | Jan 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,482 | | | | | | | 55,877 | | | | | | | Time-vested | | | | Jul-22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,424 | | | | | | | 69,060 | | |
| | | | | Performance | | | | Jan 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,241 | | | | | | | 2,482 | | | | | | | 3,724 | | | | | | | | | | | | | | 83,816 | | | | | | | Performance | | | | Jul-22 | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,212 | | | | | | | 2,424 | | | | | | | 3,636 | | | | | | | | | | | | | | 69,060 | | |
| John M. Mercier | | | | Short-term | | | | | | | | | | 47,895 | | | | | | | 95,790 | | | | | | | 143,685 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Jason Edgar | | | | Short-term | | | | | | | | | | 47,745 | | | | | | | 95,490 | | | | | | | 143,235 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Time-vested | | | | Jan 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,482 | | | | | | | 55,877 | | | | | | | Time-vested | | | | Jul-22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,346 | | | | | | | 66,838 | | |
| | | | | Performance | | | | Jan 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,241 | | | | | | | 2,482 | | | | | | | 3,724 | | | | | | | | | | | | | | 83,816 | | | | | | | Performance | | | | Jul-22 | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,173 | | | | | | | 2,346 | | | | | | | 3,519 | | | | | | | | | | | | | | 66,838 | | |
| 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. 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, | |
| 2. Amounts in columns (g), (h), and (i) represent the number of shares subject to performance-vested awards granted in | |
| 3. Represents the number of shares subject to time-vested awards granted to NEOs in | |
| 4. Fair values of performance awards in column (k) are determined based on | |
| | | | | STOCK AWARDS | | | | | | 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) | | 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 | | | Curtis C. Simard | | | | | | 7,380 | | | | | | $ | 236,470 | | | | | | | 35,534 | | | | | | $ | 1,138,510 | | |
| Josephine Iannelli | | | | | | 3,679 | | | | | | | 106,446 | | | | | | | 10,792 | | | | | | | 312,211 | | | Josephine Iannelli | | | | | | 3,783 | | | | | | | 121,214 | | | | | | | 11,395 | | | | | | | 365,094 | | |
| Rick Maltz | | | | | | 3,679 | | | | | | | 106,446 | | | | | | | 10,792 | | | | | | | 312,211 | | | Marion Colombo | | | | | | 2,443 | | | | | | | 78,288 | | | | | | | 7,360 | | | | | | | 235,799 | | |
| Marion Colombo | | | | | | 2,376 | | | | | | | 68,744 | | | | | | | 6,970 | | | | | | | 201,628 | | | John M. Mercier | | | | | | 2,443 | | | | | | | 78,288 | | | | | | | 7,360 | | | | | | | 235,799 | | |
| John M. Mercier | | | | | | 2,376 | | | | | | | 68,744 | | | | | | | 6,970 | | | | | | | 201,628 | | | Jason Edgar | | | | | | 2,365 | | | | | | | 75,767 | | | | | | | 7,122 | | | | | | | 228,202 | | |
| Jason Edgar | | | | | | 2,300 | | | | | | | 66,525 | | | | | | | 6,744 | | | | | | | 195,116 | | |
| 1. Amounts in column (b) represent shares subject to time-vested awards payable in | |
| 2. Amounts in column (d) represent shares subject to time-vested awards payable in | |
| | | | | STOCK AWARDS1 | | | | | | STOCK AWARDS1 | | ||||||||||||||||||||
| NAME | | | | NUMBER OF SHARES ACQUIRED ON VESTING | | | | VALUE REALIZED ON VESTING1 | | NAME | | | | NUMBER OF SHARES ACQUIRED ON VESTING | | | | VALUE REALIZED ON VESTING1 | | ||||||||||||
| Curtis C. Simard | | | | | | 7,738 | | | | | | $ | 228,116 | | | Curtis C. Simard | | | | | | 6,510 | | | | | | $ | 178,374 | | |
| Josephine Iannelli | | | | | | 3,867 | | | | | | | 113,999 | | | Josephine Iannelli | | | | | | 3,275 | | | | | | | 89,735 | | |
| Rick Maltz | | | | | | 3,867 | | | | | | | 113,999 | | | Marion Colombo | | | | | | 2,089 | | | | | | | 57,239 | | |
| Marion Colombo | | | | | | 2,339 | | | | | | | 68,954 | | | John M. Mercier | | | | | | 2,089 | | | | | | | 57,239 | | |
| John M. Mercier | | | | | | 2,378 | | | | | | | 70,103 | | | Jason Edgar | | | | | | 1,996 | | | | | | | 54,690 | | |
| Jason Edgar | | | | | | 2,083 | | | | | | | 61,407 | | |
| 1. This represents the number and dollar value, respectively, of restricted time-vested shares issued in | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial $100 Fixed Investment Based On: | | | | | | | | | | | | | | | | ||||||||||
| Year (a) | | | | Summary Comp for Principal Executive Officer (PEO) (b)1 | | | | Comp Actually Paid to PEO (c)2 | | | | Average Summary Comp for Other Named Executive Officers (NEOs) (d)3 | | | | Average Comp Actually Paid to Other NEOs (e)4 | | | | Total Shareholder Return (TSR) (f)5 | | | | TSR of Peer Group (g)6 | | | | Net Income (in thousands) (h)7 | | | | Company Selected Measure– Adjusted Return on Assets (i)8 | | ||||||||||||||||||||||||
| 2022 | | | | | $ | 1,809,632 | | | | | | $ | 1,889,352 | | | | | | $ | 745,898 | | | | | | $ | 750,137 | | | | | | $ | 142.65 | | | | | | $ | 108.65 | | | | | | $ | 43,557 | | | | | | | 1.17% | | |
| 2021 | | | | | | 1,661,531 | | | | | | | 1,970,250 | | | | | | | 618,349 | | | | | | | 720,925 | | | | | | | 124.33 | | | | | | | 108.25 | | | | | | | 39,299 | | | | | | | 1.10% | | |
| 2020 | | | | | | 1,577,467 | | | | | | | 1,495,406 | | | | | | | 704,049 | | | | | | | 674,936 | | | | | | | 93.93 | | | | | | | 82.00 | | | | | | | 33,244 | | | | | | | 0.93% | | |
| 1. The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Simard (our CEO) for each corresponding year in the “Total” column of the Summary Compensation Table. | |
| 2. The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Simard, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Simard during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Simard’s total compensation for each year to determine the compensation actually paid: | |
| Year | | | | Reported Summary Compensation Table Total for PEO | | | | Reported Value of Equity Awards(a) | | | | Equity Award Adjustments(b) | | | | Compensation Actually Paid to PEO | | ||||||||||||
| 2022 | | | | | $ | 1,809,632 | | | | | | $ | (541,994) | | | | | | $ | 621,714 | | | | | | $ | 1,889,352 | | |
| 2021 | | | | | | 1,661,531 | | | | | | | (438,555) | | | | | | | 747,274 | | | | | | | 1,970,250 | | |
| 2020 | | | | | | 1,577,467 | | | | | | | (425,764) | | | | | | | 343,703 | | | | | | | 1,495,406 | | |
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. | |
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: | |
| Year | | | | Year End Fair Value of Equity Awards Granted During the Year | | | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in the Prior Year | | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | | | Total Equity Award Adjustments | | ||||||||||||||||||
| 2022 | | | | | $ | 609,529 | | | | | | $ | 92,097 | | | | | | $ | (79,837) | | | | | | $ | (9,968) | | | | | | $ | 9,893 | | | | | | $ | 621,714 | | |
| 2021 | | | | | | 563,634 | | | | | | | 140,525 | | | | | | | — | | | | | | | 43,115 | | | | | | | — | | | | | | | 747,274 | | |
| 2020 | | | | | | 501,690 | | | | | | | (84,420) | | | | | | | — | | | | | | | (73,567) | | | | | | | — | | | | | | | 343,703 | | |
| 3. The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Simard, who has served as our CEO since 2013) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Simard), including for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Josephine Iannelli, Marion Colombo, John M. Mercier, and Jason Edgar; and (ii) for 2021 and 2020, Josephine Iannelli, Richard B. Maltz, Marion Colombo, and John M. Mercier. | |
| 4. The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Simard), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Simard) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Simard) for each year to determine the compensation actually paid, using the same methodology described above in Note 2: | |
| Year | | | | Average Reported Summary Compensation Table Total for Non-PEO NEOs | | | | Average Reported Value of Equity Awards (a) | | | | Average Equity Adjustments (b) | | | | Average Compensation Actually Paid to Non-PEO NEOs | | ||||||||||||
| 2022 | | | | | $ | 745,898 | | | | | | $ | (155,940) | | | | | | $ | 160,179 | | | | | | $ | 750,137 | | |
| 2021 | | | | | | 618,349 | | | | | | | (99,138) | | | | | | | 201,714 | | | | | | | 720,925 | | |
| 2020 | | | | | | 704,049 | | | | | | | (138,261) | | | | | | | 109,148 | | | | | | | 674,936 | | |
| The amounts deducted or added in calculating the total average equity award adjustments are as follows: | |
| Year | | | Average Year End Fair Value of Equity Awards Granted During the Year | | | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in the Prior Year | | | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | | Total Average Equity Award Adjustments | | ||||||||||||||||||
| 2022 | | | | $ | 175,371 | | | | | $ | 11,604 | | | | | $ | (28,446) | | | | | $ | (1,196) | | | | | $ | 2,846 | | | | | $ | 160,179 | | |
| 2021 | | | | | 169,883 | | | | | | 19,643 | | | | | | — | | | | | | 12,188 | | | | | | — | | | | | | 201,714 | | |
| 2020 | | | | | 155,730 | | | | | | (12,361) | | | | | | — | | | | | | (34,221) | | | | | | — | | | | | | 109,148 | | |
| 5. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. | |
| 6. Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Compensation Peer Group. Our Compensation Peer Group for the 2022 reporting year is disclosed under the heading “Market Benchmarking and Performance Comparisons” and found on page 38 of this proxy statement. Our Compensation Peer Group for the 2021 and 2020 reporting years are disclosed under the heading “Market Benchmarking and Performance Comparisons” on Form DEF14A dated April 1, 2022 and on Form DEF14A dated April 1, 2021, respectively. | |
| 7. The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. | |
| 8. This is a non-GAAP measure that excludes gains or losses on sale of securities, gains or losses on sale of premises and equipment, gains or losses on other real estate owned, losses on extinguishments of debt, acquisition, conversion and other non-recurring expenses, net of tax. | |
| Termination Event | | | | Curtis C. Simard | | | | Josephine Iannelli | | | | Marion Colombo | | | | John M. Mercier | | | | Jason Edgar | | |||||||||||||||
| Termination Without Cause or With Good Reason—Not in Connection with Change in Control | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash severance | | | | | $ | 2,084,700 | | | | | | $ | 1,336,800 | | | | | | | — | | | | | | | — | | | | | | | — | | |
| Pro rata bonus | | | | | | 521,175 | | | | | | | 233,940 | | | | | | | — | | | | | | | — | | | | | | | — | | |
| Benefits | | | | | | 43,245 | | | | | | | 43,245 | | | | | | | — | | | | | | | — | | | | | | | — | | |
| Equity vesting | | | | | | 1,443,602 | | | | | | | 579,350 | | | | | | | — | | | | | | | — | | | | | | | — | | |
| Total | | | | | $ | 4,092,722 | | | | | | $ | 2,193,335 | | | | | | | — | | | | | | | — | | | | | | | — | | |
| Termination Without Cause or With Good Reason—In Connection with Change in Control1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash severance | | | | | $ | 3,648,225 | | | | | | $ | 2,038,620 | | | | | | $ | 657,800 | | | | | | $ | 657,800 | | | | | | $ | 636,600 | | |
| Pro rata bonus | | | | | | 521,175 | | | | | | | 233,940 | | | | | | | — | | | | | | | — | | | | | | | — | | |
| Benefits | | | | | | 43,245 | | | | | | | 43,245 | | | | | | | 14,415 | | | | | | | 13,843 | | | | | | | 14,415 | | |
| Equity vesting | | | | | | 1,443,602 | | | | | | | 579,350 | | | | | | | 380,338 | | | | | | | 380,338 | | | | | | | 368,073 | | |
| Total | | | | | $ | 5,656,247 | | | | | | $ | 2,895,155 | | | | | | $ | 1,052,553 | | | | | | $ | 1,051,981 | | | | | | $ | 1,019,088 | | |
| Termination Event | | | | Curtis C. Simard | | | | Josephine Iannelli | | | | Marion Colombo | | | | John M. Mercier | | | | Jason Edgar | | 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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Death, Disability or Retirement2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash severance | | | | | $ | 2,024,100 | | | | | | $ | 1,297,800 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | Cash severance | | | | | $ | 694,900 | | | | | | $ | 445,600 | | | | | | | — | | | | | | | — | | | | | | | — | | |
| Pro rata bonus | | | | | | 506,025 | | | | | | | 227,115 | | | | | | | — | | | | | | | — | | | | | | | — | | | Pro rata bonus | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| Benefits | | | | | | 62,364 | | | | | | | 62,364 | | | | | | | — | | | | | | | — | | | | | | | — | | | Benefits | | | | | | 31,182 | | | | | | | 31,182 | | | | | | | — | | | | | | | — | | | | | | | — | | |
| Equity vesting | | | | | | 1,204,872 | | | | | | | 485,811 | | | | | | | — | | | | | | | — | | | | | | | — | | | Equity vesting | | | | | | 666,139 | | | | | | | 228,604 | | | | | | | 144,861 | | | | | | | 144,861 | | | | | | | 140,182 | | |
| Total | | | | | $ | 3,797,361 | | | | | | $ | 2,073,090 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | Total | | | | | $ | 1,392,221 | | | | | | $ | 705,386 | | | | | | $ | 144,861 | | | | | | $ | 144,861 | | | | | | $ | 140,182 | | |
| Termination Without Cause or With Good Reason—In Connection with Change in Control1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Any Other Termination of Employment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash severance | | | | | $ | 3,390,368 | | | | | | $ | 1,979,145 | | | | | | $ | 638,600 | | | | | | $ | 638,600 | | | | | | $ | 618,000 | | | Cash severance | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| Pro rata bonus | | | | | | 506,025 | | | | | | | 227,115 | | | | | | | — | | | | | | | — | | | | | | | — | | | Pro rata bonus | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| Benefits | | | | | | 62,364 | | | | | | | 62,364 | | | | | | | 21,204 | | | | | | | 15,213 | | | | | | | 21,204 | | | Benefits | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| Equity vesting | | | | | | 1,204,872 | | | | | | | 485,811 | | | | | | | 310,836 | | | | | | | 310,836 | | | | | | | 288,296 | | | Equity vesting | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| Total | | | | | $ | 5,163,629 | | | | | | $ | 2,754,435 | | | | | | $ | 970,640 | | | | | | $ | 964,649 | | | | | | $ | 927,500 | | | Total | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| 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. The termination of employment is in connection with a change in control if (i) for Mr. Simard and Ms. Iannelli, it occurs in anticipation of, or within 12 months after, a change in control, and (ii) for the other named executive officers, it occurs within 12 months after a change in control. | |
| CEO Pay Ratio | |
| CEO PAY RATIO | | CEO PAY RATIO | | ||||||||||||
| CEO Annual Total Compensation | | | $ | 1,134,279 | | | CEO Annual Total Compensation | | | $ | 1,267,638 | | | ||
| Median Employee Annual Total Compensation | | | $ | 55,038 | | | Median Employee Annual Total Compensation | | | $ | 58,282 | | | ||
| CEO to Median Employee Pay Ratio | | | | 20.61 | | | CEO to Median Employee Pay Ratio | | | | 21.75 | | |
| PROPOSAL 2 ADVISORY APPROVAL OF COMPENSATION | |
| OUR BOARD UNANIMOUSLY RECOMMENDS | |
| PROPOSAL 3 ADVISORYVOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | |
| OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR “ONE YEAR” AS TO THE FREQUENCY FOR HOLDING ADVISORY VOTES ON OUR NAMED EXECUTIVE OFFICER COMPENSATION | |
| Proposal 4 Ratification of Appointment of Independent Registered Public Accounting Firm | |
| |
| Principal Accounting Fees and Services | |
| SERVICE | | | | 2020 | | | | 2021 | | SERVICE | | | | 2021 | | | | 2022 | | ||||||||||||
| Audit Fees1 | | | | | $ | 395,600 | | | | | | $ | 389,943 | | | Audit Fees1 | | | | | $ | 389,943 | | | | | | $ | 402,630 | | |
| Audit-Related Fees2 | | | | | | 60,000 | | | | | | | 47,500 | | | Audit-Related Fees2 | | | | | | 47,500 | | | | | | | — | | |
| Tax Fees | | | | | | — | | | | | | | — | | | Tax Fees | | | | | | — | | | | | | | — | | |
| All Other Fees | | | | | | — | | | | | | | — | | | All Other Fees | | | | | | — | | | | | | | — | | |
| Total | | | | | $ | 455,600 | | | | | | $ | 437,443 | | | Total | | | | | $ | 437,443 | | | | | | $ | 402,630 | | |
| 1. Includes services relating to the audit of annual consolidated financial statements, review of quarterly consolidated financial statements, statutory audits, comfort letters, and consents and review of documentation filed with SEC-registered and other securities offerings. | |
| 2. Includes services related to assistance with general accounting matters, work performed on acquisitions and divestitures, employee benefit plan audits and assistance with statutory audit matters. | |
| Other Matters | |
| Steven H. Dimick Daina H. Belair | | | Scott G. Toothaker | |