UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 17, 2015
BAR HARBOR BANKSHARES
(Exact name of registrant as specified in its charter)
Maine (State or other jurisdiction of incorporation) | 001-13349 (Commission File Number) | 01-0393663 (IRS Employer Identification No.) |
P.O. Box 400, 82 Main Street, Bar Harbor, ME (Address of principal executive offices) | 04609-0400 (Zip code) |
Registrants telephone number, including area code: (207) 288-3314
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Item 9.01 Financial Statements and Exhibits | Page 3 Page 3 |
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Signatures | Page 5 |
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements for Certain Officers.
On February 17, 2015, the Board of Directors of Bar Harbor Bankshares (the Company), upon the recommendation of the Companys Compensation and Human Resources Committee, which, among other things, reviews and approves incentive plans for executive officers, approved the adoption of the 2015 through 2017 Long Term Executive Incentive Plan (the LTEIP") applicable to certain executive officers of the Company and its wholly owned first tier bank and second tier trust company subsidiaries, including the Companys named executive officers.
A copy of the LTEIP is filed herewith as Exhibit 10.1, and is incorporated herein by reference. Reference should be made to the LTEIP for its terms and conditions.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
No. |
| Description |
10.1 |
| 2015 through 2017 Long Term Executive Incentive Plan |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BAR HARBOR BANKSHARES (Registrant) |
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By: | /s/Marsha C. Sawyer |
| Name: Marsha C. Sawyer |
| Title: Corporate Clerk |
Date: February 19, 2015
EXHIBIT INDEX
No. |
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Description |
10.1 |
| 2015 through 2017 Long Term Executive Incentive Plan. |
EDD
Exhibit 10.1
2015 through 2017 Long Term Executive Incentive Plan (C)
Bar Harbor Bankshares and Subsidiaries (BHB) Long Term Executive Incentive Plan (LTEIP) is part of a total compensation package, which includes base salary, annual incentives, long-term incentives and benefits.
Individually and collectively, BHB believes the executive team has the ability to influence and drive our success. The LTEIP is designed to reward executives for driving BHBs success. This document summarizes the elements and features of the LTEIP.
The objectives of the LTEIP are to:
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Align executives with shareholder interests;
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Increase executive stock ownership/holdings;
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Ensure sound risk management by providing a balanced view of performance and aligning rewards with the time horizon of risk;
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Position BHBs total compensation to be competitive with market for meeting performance goals;
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Motivate and reward long-term sustained performance; and
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Enable BHB to attract and retain talent needed to drive BHBs success.
Eligibility
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Eligibility will be limited to named executive officers and selected senior management officers nominated by the CEO and approved by the Compensation and Human Resources Committee of the Board of Directors (the Committee); and
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Participants must be an active employee as of the reward payout date to receive an award with the exception of retirement, death, or disability discussed further in this document.
Program Components
The 2015-2017 LTEIP consists of a combination of Time-vesting Restricted Stock and Performance-vesting Restricted Stock Units. Participants may receive Time-vested Restricted Stock, Performance-vested Restricted Stock Units, or both under this LTEIP.
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Time-vested Restricted Stock supports executive ownership and retention objectives. Grants vest over three years (e.g. 1/3 per year) and are subject to a one year holding requirement (i.e executive cant sell for at least one year after vesting); and
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Performance-vested Restricted Stock Units promote pay for performance since the awards are only paid out when predefined performance goals are met. Grants are earned and cliff vest after three years and are subject to a three-year holding requirement after vesting.
The following table summarizes the measures and payout ranges.
Long-term Executive Incentive Program Guidelines Performance Period 2015-2017 | ||||
Particpants | Below Threshold <45% percentile | Threshold (50% of Target) 45th percentile | Target (100% of Target) 50th percentile | Stretch (150% of Target) 75th percentile and above |
CEO/President | 0% | 15.00% | 30.00% | 45.00% |
EVP/CFO | 0% | 13.75% | 27.50% | 41.25% |
EVPs | 0% | 12.50% | 25.00% | 37.50% |
SVP | 0% | 10.00% | 20.00% | 30.00% |
Time-vested Restricted Stock is measured on a more holistic basis and is intended to allow for appropriate reflection of BHBs performance, business environment, affordability, and individual performance and contribution. All awards are at the discretion of the Committee.
Performance-vested Restricted Stock Units will be granted at guideline level (i.e. target) and vesting will be determined by BHBs future performance (i.e. three years after the grant).
Individual grant agreements will be provided to each individual upon grant and will specify the terms and conditions of the grant.
Performance Period-Performance-vested Restricted Stock Units.
Performance shares are granted at the start of each performance period. For the 2015-2017 LTEIP the start of the Performance Period will be January 1st 2015. Each performance cycle (i.e. performance period) is three years. The vesting (i.e. earning) of the award is contingent on actual performance of pre-defined measures at the end of the performance period (i.e. third year). The result is a rolling series of annual awards, each vesting over three years. (i. e. 2013 through 2015, 2014 through 2016, and 2015 through 2017). This plan document is for the 2015 through 2017 years.
Performance-vested Restricted Stock Units-Metrics
Relative ROA will be selected for the performance measurement considering BHBs Strategic Plan, growth strategy, as well as alignment with shareholder interests. The Committee will review the proposed performance goal (s) annually and approve the targets and ranges consistent with business plans and expectations for each subsequent rolling year plan. Threshold, target, and stretch goals will be established for each performance period and detailed in the table above.
Plan year for 2015 through 2017
For the performance period of January 1, 2015 to December 31, 2017, relative ROA will be used to determine the vesting of performance based restricted stock units. Due to the long-term period, performance will be compared to an approved industry index that allows comparison of BHB to its peers. BHB will be using the SNL $750M to $3B Bank Index for peer measurement purposes.
The ROA measure will be calculated using each of the twelve quarters relative ROA ranking, then average the results for the final measurement.
In addition to relative ROA, there will be a Total Shareholder Return (TSR) modifier to further align shareholder interest. If the TSR calculation for the same performance measurement period is negative, a payout cannot exceed a threshold payout level regardless of the relative ROA performance results.
Vesting
Restricted stock awards will have a three-year installment vesting schedule while performance vested restricted stock units will have a three-year cliff vesting schedule. At the time of the vesting, sufficient shares of restricted stock units may be withheld to cover the executives tax liabilities.
Grants will be made during the second quarter of each year for vesting purposes to allow for the gathering of calendar-year peer ROA statistics and to remain in compliance with 409 (A) regulations. Performance vested restricted stock unit awards will be made as soon as administratively possible after the third year anniversary of the performance grants.
Terms and Conditions |
Effective Date
This LTEIP is effective January 1, 2015 to reflect a performance period of January 1, 2015 to December 31, 2017. The LTEIP will be reviewed annually by the BHBs Compensation and Human Resources Committee and Executive Management to ensure proper alignment with BHBs business objectives. The Committee and the independent members of the Board of Directors retain the right to amend or modify the LTEIP at any time during the specified period. The established performance measurement will remain constant for the three year term. This LTEIP will remain in effect until December 31, 2017.
Program Administration
The LTEIP is authorized by the Compensation and Human Resources Committee and further voted by the independent members of the Board of Directors. The Committee has the sole authority to interpret the LTEIP and to make or nullify any rules and procedures, as necessary, for proper administration. Any determination by the Committee will be final and binding on all participants with the exception of the performance measure.
Program Changes or Discontinuance
BHB has developed the LTEIP based on existing business, market and economic conditions; current services; and staff assignments. If substantial changes occur that affect these conditions, BHB may add to, amend, modify or discontinue any of the terms or conditions of the LTEIP at any time. The established performance measurement will remain constant for the three year term. The Committee may, at its sole discretion, waive, change, amend, or discontinue any of the terms or conditions of the LTEIP at any time as it deems appropriate.
The Board of Directors also may, at its sole discretion, waive, change or amend the LTEIP as it deems appropriate.
New Hires, Promotions, and Transfers
A participant who is promoted or hired into the approved participant group generally will not be eligible for the current three-year plan, but will become a participant in the next rolling three-year program. The Committee may make exceptions to this provision at its discretion by allowing a pro-rated payment (based on the months the new entrant participates in the current year plan) on a case by case basis.
Termination of Employment
To encourage employees to remain in the employment of BHB, a participant must be an active employee of BHB on the day the award is paid (see exceptions for disability, death, or retirement).
If a participant is terminated by BHB, participation under the program is forfeited in its entirety.
If a participant voluntarily leaves BHB at any time during the performance period including the period before the award is paid, s/he will not be eligible for payment.
The Committee reserves the right to make a decision on whether or not to pay a pro-rated share of any incentive earned for the performance period in question.
Disability, Death, or Retirement
If a participant is disabled by an accident or illness, and is disabled long enough to be placed on long-term disability, his/her incentive award for the performance period shall be prorated so that no award will be earned during the period of long-term disability. Payment will be made on the same schedule as with other participants.
In the event of death, BHB will pay to the participants estate the pro rata portion of the award that had been earned by the participant. Payment will be made on the same schedule as with other participants.
In the event of retirement, BHB will pay to the participant a pro rata portion of the award that had been earned by the participant. Payment will be made on the same schedule as with other participants.
In the event of a Change in Control time-based grants will vest at 100% and Performance-based grants will vest at 100% of target. Payment will be made as soon as administratively possible after the Change of Control event is finalized. A Change of Control event will be determined as defined in BHBs currently executed Change of Control agreements.
Participants who have willfully engaged in any activity, injurious to the BHB, will upon termination of employment, death, or retirement, forfeit any incentive award earned during a performance period in which the termination occurred.
Ethics and Interpretation
If there is any ambiguity as to the meaning of any terms or provisions of this LTEIP or any questions as to the correct interpretation of any information contained therein, BHBs interpretation expressed by the Board of Directors will be final and binding.
Clawback (pending further refinement of pending SEC regulations)
In the event that BHB is required to prepare an accounting restatement due to error, omission, or fraud (as determined by the members of the Board of Directors who are considered independent for purposes of the listing standards of the NYSE MKT) each plan participant shall reimburse BHB for part or the entire incentive award made to such plan participant on the basis of having met or exceeded specific targets for the performance periods. For purposes of the LTEIP, the term incentive awards means awards made under the BHBs LTEIP, the amount of which is determined in whole or in part upon specific performance targets relating to the financial results of BHB. BHB may seek to reclaim incentives within a three-year period of the incentive payout.
In addition, the altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, will subject the employee to disciplinary action up to and including termination of employment. In addition, any incentive compensation as provided by the LTEIP to which the employee would otherwise be entitled will be revoked even though an accounting reinstatement may not be required.
Miscellaneous
The LTEIP will not be deemed to give any participant the right to be retained in the employ of BHB, nor will the LTEIP interfere with the right of BHB to discharge any participant at any time.
In the absence of an authorized, written employment contract, the relationship between employees and BHB is one of at-will employment. The LTEIP does not alter the relationship.
This LTEIP and the transactions and payments hereunder shall, in all respect, be governed by, and construed and enforced in accordance with the laws of the State of Maine.
Each provision in this LTEIP is severable, and if any provision is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby.
This Plan is proprietary and confidential to BHB and its employees and should not be shared outside the organization except as authorized by the Compensation and Human Resources Committee for public disclosure documents.
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