DEFA14A 1 tm2412055d1_defa14a.htm DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 
SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

 

Filed by the Registrant x
 
Filed by a Party other than the Registrant ¨
 
Check the appropriate box:
 
¨ Preliminary Proxy Statement
 
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement
 
x Definitive Additional Materials
 
¨ Soliciting Material Pursuant to §240.14a-12
   
BAR HARBOR BANKSHARES
(Name of Registrant as Specified In Its Charter)
 
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check all boxes that apply):
 
x No fee required.
   
¨ Fee paid previously with preliminary materials.
   
¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

Explanatory Note

 

This supplement (this “Supplement”) to the Bar Harbor Bankshares (the “Company”) definitive proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission on April 1, 2024 for use at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) is being filed to correct certain inadvertent errors. On page 43 of the Proxy Statement, within the “Compensation Discussion and Analysis—Summary Compensation Table” section, the 2023 base salary received amounts reported for Josephine Iannelli, John M. Mercier, Marion Colombo, and Jason Edgar (the non-principal executive officer named executive officers of the Company (the “non-PEO NEOs”)) were incorrectly reported on such table (the “Summary Compensation Table”). On pages 47 and 48 of the Proxy Statement, within the “Pay Versus Performance” section, the 2023 amounts reported for the average summary compensation table total for the non-PEO NEOs and average compensation actually paid to non-PEO NEOs were also incorrectly reported on such tables (the “Pay Versus Performance Tables”). Set forth below are the corrected disclosures found within the “Compensation Discussion and Analysis—Summary Compensation Table” and “Pay Versus Performance” sections of the Proxy Statement. The only figures adjusted in the tables below are (i) the 2023 base salary received amounts for the non-PEO NEOs in the Summary Compensation Table and (ii) the 2023 amounts for the average summary compensation table total for non-PEO NEOs and average compensation actually paid to non-PEO NEOs in the Pay Versus Performance Tables.

 

Summary Compensation Table

 

The following table discloses compensation for the years ended December 31, 2023, 2022 and 2021 received by the NEOs.

 

NAME AND PRINCIPAL
POSITION		   YEAR   BASE
SALARY
RECEIVED1 		  STOCK
AWARDS2 		   NON-EQUITY
INCENTIVE PLAN
COMPENSATION		  ALL
OTHER
COMPENSATION3 		   TOTAL  
Curtis C. Simard    2023   $716,000  $558,445   $524,416  $40,279   $1,839,140 
President & CEO    2022    694,900   541,994    521,175   51,563    1,809,632 
     2021    674,700   438,555    506,025   42,251    1,661,531 
Josephine Iannelli    2023    459,000   220,302    244,497   30,674    954,473 
EVP, CFO and Treasurer    2022    445,600   213,846    233,940   28,948    922,334 
     2021    432,600   173,040    227,115   14,224    846,979 
John M. Mercier    2023    339,000   142,353    180,576   36,125    698,054 
EVP, Chief Lending Officer    2022    328,900   138,120    148,005   31,034    646,059 
     2021    319,300   111,755    143,685   31,149    605,889 
Marion Colombo    2023    339,000   142,353    158,004   31,763    671,120 
EVP, Director of Retail Delivery    2022    328,900   138,120    148,005   26,461    641,486 
     2021    319,300   111,755    143,685   25,334    600,074 
Jason Edgar    2023    328,000   137,757    152,877   25,581    644,215 
President, Wealth    2022    318,300   133,675    143,235   22,451    617,661 
     2021    309,000   108,150    139,050   24,440    580,640 

 

1.  Included in salary amounts for each NEO are monies they deferred pursuant to our 401(k) Plan, which allows our employees and employees of our wholly owned subsidiaries to defer monies from their compensation, subject to applicable limitations in Code Section 401(k), and amounts deferred pursuant to our Section 125 Cafeteria Plan providing health, life, and disability insurance benefits. Employees, including NEOs, are paid on a bi-weekly basis.
    
2.    The amounts reported in this column represent performance awards granted to the NEOs under the Long-Term Incentive Plans. See Note 14 Stock Based Compensation Plans to our financial statements included in our Annual Report Form 10-K filed for the year ending December 31, 2023 for the assumptions made, if any, when calculating the amounts in this column. In accordance with SEC rules, the aggregate grant date fair value of the awards reported in this column are computed in accordance with FASB ASC Topic 718 and take into account the probable outcome of the applicable performance conditions at target level. The amounts shown in the table do not necessarily represent the actual value that may be realized by the NEO. The values of the performance awards at the 2023 grant date awarded for the 2023-2025 performance period, assuming that the highest levels of performance conditions are achieved, are: Mr. Simard, $730,274; Ms. Iannelli, $275,377; Ms. Colombo, $177,942; Mr. Mercier, $177,942; and Mr. Edgar, $172,197
    
3.   “All Other Compensation” includes matching contribution amounts into our 401(k) plan in the same formula and schedule as available to all other employees and such other items as imputed life insurance amounts on group term insurance in excess of the allowable $50,000, non-taxable IRS limit, paid for by the Company. Please see the table following these footnotes for further detail.

 

 

 

 

Pay Versus Performance

 

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis.”

 

The following tables set forth information concerning the compensation of our NEOs for the fiscal years ending December 31, 2020, 2021, 2022, and 2023.

 

                   VALUE OF INITIAL $100
FIXED INVESTMENT
BASED ON:		         
YEAR
(a)		  SUMMARY
COMPENSATION
TABLE
TOTAL FOR
PRINCIPAL
EXECUTIVE
OFFICER
(PEO)
(b)1 		   COMPENSATION
ACTUALLY
PAID TO PEO
(c)2 		   AVERAGE
SUMMARY
COMPENSATION
TABLE TOTAL
NON-PEO FOR
OTHER NAMED
EXECUTIVE
OFFICERS
(NON-PEO
NEOs)
(d)3 		   AVERAGE
COMPENSATION
ACTUALLY
PAID TO
NON-PEO 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 		 
2023  $1,839,140   $1,637,014   $741,966   $705,403   $136.30   $103.71   $45,178    1.15%
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 fiscal year 2023 to determine the compensation actually paid in 2023:

 

YEAR  REPORTED SUMMARY
COMPENSATION
TABLE TOTAL FOR PEO		   REPORTED VALUE OF
EQUITY AWARDS(a) 		   EQUITY AWARD
ADJUSTMENTS(b) 		   COMPENSATION
ACTUALLY PAID
TO PEO		 
2023  $1,839,140   $(558,445)  $356,319   $1,637,014 

 

(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.

 

(b) The equity award adjustments for fiscal year 2023 include the addition (or subtraction, as applicable) of the following: (i) the fiscal year-end fair value of any equity awards granted in 2023 that are outstanding and unvested as of the end of fiscal year 2023; (ii) the amount of change as of the end of fiscal year 2023 (from the end of the prior fiscal year) in the fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of fiscal year 2023; (iii) for awards that are granted and vest in fiscal year 2023, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in fiscal year 2023, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during fiscal year 2023, 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 stock or option awards in fiscal year 2023 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 fiscal year 2023. The amounts added or subtracted to determine the adjusted amount are as follows:  

 

YEAR   YEAR END
FAIR VALUE
OF
EQUITY
AWARDS
GRANTED
DURING
THE YEAR		   CHANGE IN
FAIR VALUE OF
OUTSTANDING
AND UNVESTED
EQUITY
AWARDS AT
YEAR END
GRANTED IN
PRIOR YEARS		   FAIR VALUE
AT THE
END OF
THE PRIOR
YEAR OF
EQUITY
AWARDS
THAT
FAILED TO
MEET
VESTING
CONDITIONS
IN THE 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
EQUITY
AWARDS NOT
OTHERWISE
REFLECTED
IN FAIR
VALUE OR
TOTAL
COMPENSATION		   TOTAL EQUITY
AWARD
ADJUSTMENTS		  
2023   $535,115   $(83,267)  $(113,849)  $33,020   $40,975   $ 356,319  

 

3. The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s (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 2023 and 2022 Josephine Iannelli, Marion Colombo, John M. Mercier, and Jason Edgar; and (ii) for 2021 and for 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		   AVERAGE
EQUITY
ADJUSTMENTS		   AVERAGE
COMPENSATION
ACTUALLY
PAID TO
NON-PEO NEOs		 
2023  $741,966   $(160,691)  $124,128   $705,403 

 

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
CHANGE IN
FAIR VALUE OF
OUTSTANDING
AND UNVESTED
EQUITY AWARDS
AT YEAR END
GRANTED IN +
PRIOR YEARS		   AVERAGE
FAIR VALUE
AT THE END
OF THE PRIOR
YEAR OF EQUITY
AWARDS THAT
FAILED TO
MEET VESTING
CONDITIONS IN
THE YEAR		   AVERAGE
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 EQUITY
AWARDS NOT
OTHERWISE
REFLECTED
IN FAIR VALUE
OR TOTAL
COMPENSATION		   TOTAL
AVERAGE
EQUITY
AWARD
ADJUSTMENTS		 
2023  $153,979   $(11,188)  $(27,630)  $4,115   $11,790   $124,128 

 

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 2023 reporting year is disclosed under the heading “Market Benchmarking and Performance Comparisons” and found on page 37 of this proxy statement. Our Compensation Peer Group for the 2022, 2021 and 2020 reporting years are disclosed under the heading “Market Benchmarking and Performance Comparisons” in our definitive proxy statements on Schedule 14A dated March 31, 2023, April 1, 2022, and 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.

 

 

 

 

Except as specifically discussed in this Explanatory Note, this Supplement does not otherwise modify or update any other disclosures in the Proxy Statement. This Supplement should be read together with the Proxy Statement, which should be read in its entirety.

 

Additional Information

 

If you have already voted by Internet, telephone, email, or by mail, you do not need to take any action unless you wish to change your vote. Proxy voting instructions already returned by Company shareholders (via Internet, telephone, email, or by mail) will remain valid and will be voted at the Annual Meeting unless revoked. Important information regarding how to vote your shares and revoke proxies already cast is available in the Proxy Statement under the caption “Voting Procedures and Method of Counting Votes.”