Bar Harbor Bankshares DEFA14A, filed Apr 22, 2024
Bar Harbor Bankshares (BHB)
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.”