Bar Harbor Bankshares PRE 14A, filed Mar 5, 2025

Bar Harbor Bankshares (BHB)

PRE 14A 2025-03-05 For: 2025-05-15

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Added on October 22, 2026

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Filed by the Registrant ☒
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
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☐	Soliciting Material under §240.14a-12

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

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

LETTER FROM THE PRESIDENT AND CEO

	Dear Bar Harbor Bankshares Shareholders: I invite you to join me, the Board of Directors of Bar Harbor Bankshares (the “Company”), our Senior Management Team, and your fellow shareholders at our 2025 Annual Meeting of Shareholders (the “Annual Meeting”) to be held at 10:00 a.m. EDT on Thursday, May 15, 2025, at the Bar Harbor Club located at 111 West Street in Bar Harbor, Maine. Our Notice of Annual Meeting, Proxy Statement and Proxy Card are enclosed along with the Company’s Annual Report on Form 10-K for year ended December 31, 2024. A WORLD AND AN INDUSTRY WITH PERPETUAL CHANGE While our industry has seen some level of change throughout history, new challenges have emerged since 2020. Some have been unprecedented, while others represent new versions of traditional hurdles that include liquidity, regulation, geopolitical unrest, interest rate volatility, and competitive threats to name a few. Despite new and developing challenges in our industry and throughout the world, our strategic plan has been one focused on consistency while also continuing to evolve the Company. Our high-touch rural services model, multiple earnings levers, and commitment to risk management have enabled us to stay on strategy in 2024. The coming years will no doubt present new potential considerations that will require continued focus, discipline, and strong execution. We have assembled the right teams in the right communities all united through a culture that strives to be a positive earnings outlier throughout Northern New England. With recent combinations in our markets, we also anticipate some level of talent shift that has been previously unwilling to seek new opportunity due to life’s uncertainties. Our reputation and stated interest in growth positions us to continue to selectively attract catalyst recruits. I remain confident that Bar Harbor Bank & Trust, led by an experienced Board of Directors and a management team with a proven track record, has the right elements to meet varying environments with great confidence and agility. CORPORATE CITIZENS Our Board and Senior Management Team are committed to operating the Company as a responsible corporate citizen. Like other elements of our business, we have a clear vision of this definition for our Company regardless of how it may change from time to time. We are continuing our work to reduce the environmental impact of our branches and facilities by significantly decreasing our use of paper and decreasing our travel by continuing to embrace remote meeting capabilities with customers and colleagues. This is responsible and also helps profitability. While we have made significant progress, we know there is more work to be done, and we will continuously update shareholders on our progress. YOUR ATTENTION IS REQUIRED Your vote is important and your prompt attention to these materials is greatly appreciated. Regardless of whether you plan to attend the Annual Meeting in person, we hope you will vote as soon as possible. You may vote by telephone or Internet, or by completing, signing, dating, and returning the enclosed Proxy Card or Voting Instruction Card if you requested and received printed proxy materials. Shareholders who attend the Annual Meeting may withdraw their proxy and vote at the Annual Meeting if they wish to do so. You may submit Internet, telephone, and email votes up until 11:59 p.m. EDT on May 14, 2025 for shares held directly and by 11:59 p.m. EDT on May 12, 2025 for shares held in the Company’s 401(k) Plan. Please have your proxy card in hand when utilizing these alternate forms of voting. On behalf of your Board of Directors, we thank you for trusting us to oversee your investment in the Company. Sincerely,


CURTIS C. SIMARD President and Chief Executive Officer


	CURTIS C. SIMARD President and CEO
Bar Harbor Bankshares ● 82 Main Street ● Bar Harbor, Maine 04609


PROPOSAL NUMBER		BOARD RECOMMENDATION		PAGE REFERENCE
1	To elect 10 persons to serve as directors for a term of one year		Vote FOR ALL	23
2	To hold a non-binding advisory vote on the compensation of the Company’s named executive officers		Vote FOR	66
3	To ratify the appointment of RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025		Vote FOR	67
4	To amend the Articles of Incorporation to increase the total number of authorized shares of Common Stock from 20,000,000 to 30,000,000		Vote FOR	69


	PAGE

PROXY ROADMAP	5

ENVIRONMENTAL AND SOCIAL GOVERNANCE	8

CORPORATE GOVERNANCE	11

GOVERNANCE PROCEDURES AND RELATED MATTERS	18

BENEFICIAL OWNERSHIP OF COMMON STOCK	21

PROPOSAL 1—ELECTION OF DIRECTORS	23

DIRECTOR NOMINEES	25

EXECUTIVE OFFICERS	34


	PAGE

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS	40

COMPENSATION OF EXECUTIVE OFFICERS	43

PAY VS. PERFORMANCE	59

CEO PAY RATIO	64

PROPOSAL 2—NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	66

PROPOSAL 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	67

PROPOSAL 4—AMENDMENT OF THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 20,000,000 TO 30,000,000	68

PRINCIPAL ACCOUNTING FEES AND SERVICES	70

OTHER MATTERS	71

APPENDIX A—REPORT OF THE AUDIT COMMITTEE	A-1

PROPOSAL	1	PAGE #24	OUR BOARD RECOMMENDS A VOTE	FOR EACH
ELECTION OF DIRECTORS
To hold a non-binding advisory vote approving the compensation of our named executive officers.

NAME	PRINCIPAL OCCUPATION	AGE	DIRECTOR SINCE	INDEPENDENT	COMMITTEE MEMBERSHIP
Daina H. Belair		69	2015		(Chair) Governance Audit • Executive • Bar Harbor Wealth Management
Matthew L. Caras		68	2014		(Chair) Board of Directors • Executive • Compensation and Human Resources • Board Risk • Governance
David M. Colter		57	2016		(Chair) Audit • Executive • Compensation and Human Resources • Board Risk
Lauri E. Fernald		63	2005		(Chair) Compensation and Human Resources • Board Risk • Governance • Executive
Heather D. Jones		54	2024		Audit • Board Risk • Bar Harbor Wealth Management
Debra B. Miller		67	2022		Audit • Board Risk • Compensation and Human Resources
Brian D. Shaw		56	2023		Board Risk • Bar Harbor Wealth Management • Governance
Curtis C. Simard		54	2013	President & CEO	Executive • Board Risk • Bar Harbor Wealth Management
Kenneth E. Smith		71	2004		(Chair) Board Risk • Executive • Compensation and Human Resources • Governance
Scott G. Toothaker		62	2003		(Chair) Bar Harbor Wealth Management • Executive • Audit • Board Risk


PROPOSAL	2	PAGE #67	OUR BOARD RECOMMENDS A VOTE	FOR
NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
To hold a non-binding advisory vote approving the compensation of our named executive officers.
PROPOSAL	3	PAGE #68	OUR BOARD RECOMMENDS A VOTE	FOR
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.


PROPOSAL	4	PAGE #69	OUR BOARD RECOMMENDS A VOTE	FOR
AMENDMENT OF THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 20,000,000 TO 30,000,000

VOTING PROCEDURES AND METHOD OF COUNTING VOTES
RECORD DATE	VOTING RIGHTS
	Each share of common stock is entitled to cast one vote for each matter to be voted on at the Annual Meeting. Cumulative voting is not permitted

		VOTING BY PROXY
		If a proxy card is properly executed, returned to BHB and not revoked, the shares represented by the proxy card will be voted in accordance with the instructions set forth on the proxy card. If you are a shareholder of record and you return a signed and dated proxy card without marking any voting selections, the shares represented will be voted I. “For” each of the Board nominees named in this proxy statement (the “Director Nominees”), II. “For” the non-binding advisory vote approving the compensation of our named executive officers (the “NEOs” or the “Named Executive Officers”) III. “For” the ratification of RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, IV. “For” the amendment of the Company’s Articles of Incorporation to increase the total number of authorized shares of Common Stock from 20,000,000 to 30,000,000. For participants in Bar Harbor Bankshares's 401(k) Plan (the “Plan”), the Plan trustee shall vote the shares for which it has not received voting direction from the Plan participants utilizing the same voting percentages derived from the Plan participants who did direct how their shares are to be voted. If your shares are held by your broker, bank, or other agent as your nominee, you will need to obtain a proxy card from the organization that holds your shares and follow the instructions on that form regarding how to instruct your broker, bank, or other agent to vote your shares. Brokers, banks, or other agents that have not received voting instructions from their clients cannot vote on their clients’ behalf with respect to proposals that are not “routine” but may vote their clients’ shares on “routine” proposals. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner (“broker non-vote”). Proposals 1 and 2 are considered a non-routine matter, and Proposals 3 and 4 are considered a routine matter. Therefore, your broker only has discretionary authority to vote your shares with respect to Proposals 3 and 4. In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to Proposals 1 and 2. Although broker non-votes are counted as shares that are present at the Annual Meeting and entitled to be cast for purposes of determining the presence of a quorum, they will not be counted as votes cast and will not have any effect on voting for a non-routine proposal presented at the Annual Meeting. The Board at present knows of no other business to be brought before the Annual Meeting. However, persons named in the proxy, or their substitutes, will have discretionary authority to vote on any other business which may properly come before the Annual Meeting and will vote the proxies in accordance with the recommendations of the Board.
You are entitled to notice of and to vote at the Annual Meeting if you held of record shares of our common stock at the close of business on March 10, 2025. On that date, [•] shares of common stock were issued and outstanding for purposes of the Annual Meeting.

VOTING METHODS

Over the Internet at www.proxyvote.com


By telephone at 1-800-690-6903


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

	The Bar Harbor Club, 111 West Street, Bar Harbor, ME 04609
At the Annual Meeting, in person

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

Proposal
Proposal		Voting Options		Vote Required for Approval		Impact of Withhold or Abstentions (as applicable)		Broker Discretionary Voting Allowed?		Effect of Broker Non-Votes
Election of Director Nominees	FOR WITHHOLD		Director Nominees receiving the highest number of FOR votes are elected. If Director Nominees are unopposed, election requires only a single vote FOR or more.		Withheld votes have no effect; not treated as a vote cast, except for quorum purposes		No		No effect
Say-on-Pay	FOR AGAINST ABSTAIN		More FOR votes than AGAINST votes		Abstention votes have no effect; not treated as a vote cast, except for quorum purposes		No		No effect
Ratification of Independent Registered Public Accounting Firm	FOR AGAINST ABSTAIN		More FOR votes than AGAINST votes		Abstention votes have no effect; not treated as a vote cast, except for quorum purposes		Yes		As this proposal is considered routine under the NYSE American LLC (“NYSE American”) rules, there will be no broker non-votes on this proposal
Amendment of the Company’s Articles of Incorporation to Increase the Total Number of Authorized Shares of Common Stock from 20,000,000 to 30,000,000	FOR AGAINST ABSTAIN		A majority of all of the votes entitled to be cast at the Annual Meeting must be cast FOR the proposal		Abstentions have the same effect as a vote AGAINST the proposal		Yes		As this proposal is considered routine under the NYSE American rules, there will be no broker non-votes on this proposal

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

^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.	FMR LLC holdings are disclosed based on their ownership as of December 31, 2023 as filed with the SEC on Schedule 13G/A on February 9, 2024. The address of FMR LLC is 245 Summer Street, Boston, MA 02210. Based on a review of a Form 13F filed on February 13, 2025, by FMR LLC for the quarter ended December 31, 2024, FMR LLC reported beneficial holdings of 1,229,228 shares of the Company’s common stock.
^3.	BlackRock, Inc, holdings are disclosed based on their ownership as of December 31, 2023 as filed with the SEC on Schedule 13G/A on January 25, 2024. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. Based on a review of a Form 13F filed on February 7, 2025, by BlackRock, Inc. for the quarter ended December 31, 2024, BlackRock, Inc. reported beneficial holdings of 1,377,700 shares of the Company’s common stock.
^4.	Dimensional Fund Advisors LP holdings are disclosed based on their ownership as of December 31, 2023 as filed with the SEC on Schedule 13G filed on February 9, 2024. The address of Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, TX 78746. Based on a review of a Form 13F filed on February 13, 2025, by Dimensional Fund Advisors LP for the quarter ended December 31, 2024, Dimensional Fund Advisors LP reported beneficial holdings of 879,697 shares of the Company’s common stock.
^5.	The Vanguard Group Inc. holdings are disclosed based on their ownership as of December 31, 2023 as filed with the SEC on Schedule 13G on February 13, 2024. The address of The Vanguard Group Inc. is 100 Vanguard Boulevard, Malvern, PA 19355. Based on a review of a Form 13F filed on February 11, 2025, by The Vanguard Group Inc. for the quarter ended December 31, 2024, The Vanguard Group Inc. reported beneficial holdings of 794,088 shares of the Company’s common stock.
^6.	Includes 1,670 shares owned by Ms. Belair’s spouse.
^7.	Includes 4,495 shares over which voting and dispositive powers are shared jointly with Mr. Smith’s spouse.
^8.	Includes 8,976 shares over which voting and dispositive powers are shared with Mr. Toothaker’s spouse.
^9.	The table below includes (a) shares the NEOs own directly, (b) shares over which NEOs have voting power of fully vested shares under our 401(k) Plan, (c) time-vested and performance shares (disclosed at Target) scheduled to be issued to the executives within 60 days of the March 10, 2025 record date under the long-term incentive plans. These ownership positions are set forth in the table below:


			LONG TERM
			INCENTIVE
	DIRECT	401(k) PLAN	EQUITY
NAME	(a)	(b)	(c)
Simard, Curtis C.	116,627	1,917	11,700
Iannelli, Josephine	40,457	—	3,753
Colombo, Marion	23,880	—	2,424
Mercier, John M.	23,349	—	2,424
Edgar, Jason P.	18,551	—	2,346

DAINA H. BELAIR		AGE: 69	MATTHEW L. CARAS, JD	AGE: 68
Director			Director
	Director since:	2015		Director since:	2014
	Committees:	Audit		Committees:	Executive
		Executive			Compensation And
		Bar Harbor			Human Resources
		Wealth Management			Board Risk Governance
	Chair	Governance		Chair	Board of Directors & Executive



DAVID M. COLTER		AGE: 57	LAURI E. FERNALD	AGE: 62
Director			Director
	Director since:	2016		Director since:	2005
	Committees:	Compensation And		Committees:	Governance
		Human Resources			Board Risk
		Executive			Executive
		Board Risk		Chair	Compensation &
	Chair	Audit			Human Resources



HEATHER D. JONES		AGE: 54	DEBRA B. MILLER	AGE: 67
Director			Director
	Director since:	2024		Director since:	2022
	Committees:	Audit		Committees:	Audit
		Board Risk			Board Risk
		Bar Harbor Wealth Management			Compensation & Human Resources




BRIAN D. SHAW		AGE: 56	CURTIS C. SIMARD	AGE: 54
Director			President and CEO
	Director since:	2023		Director since:	2013
	Committees:	Board Risk		Committees:	Executive
		Bar Harbor			Bar Harbor
		Wealth Management			Wealth Management
		Governance			Board Risk



KENNETH E. SMITH		AGE: 71	SCOTT G. TOOTHAKER	AGE: 62
Director			Director
	Director since:	2004		Director since:	2003
	Committees:	Executive		Committees:	Audit
		Compensation &			Board Risk
		Human Resources			Executive
		Governance		Chair	Bar Harbor Wealth
	Chair	Board Risk			Management


About Us



Page 4	2025 PROXY STATEMENT



	2025 PROXY STATEMENT	Page 5



Page 6	2025 PROXY STATEMENT

PROPOSAL	1	PAGE #24		OUR BOARD OF DIRECTORS (THE “BOARD” OR THE “BOARD OF DIRECTORS”) RECOMMENDS A VOTE “FOR EACH” OF THE FOLLOWING DIRECTOR NOMINEES.
ELECTION OF DIRECTORS



Skills and Experience		Belair	Caras	Colter	Fernald	JONES	Miller	Shaw	Simard	Smith	Toothaker
	Executive Leadership Enables an understanding of the numerous challenges, opportunities and risk associated with managing a publically traded organization
	Financial Services Industry Experience with capital markets or financial market products and services and an understanding of payment platforms, models, systems and technology.
	Financial Reporting/ Audit/ Capital Planning Prior experience working in finance, accounting, and/or audit, internally or externally, or otherwise qualifying as an Audit Committee Financial Expert.
	Risk Management Significant experience with enterprise risk management principles and concepts as well as experience managing risk at a complex organization. Risk and risk management plays a significant role in our industry.
	Financial Services Compliance/ Legal/ Regulatory Experience with capital markets or financial market products and services and an understanding of payment platforms, models, systems and technology. Significant experience as a lawyer at a firm. Experience with regulators and regulatory issues. Banking and financial services are highly regulated in nature.
	Technology/ Information Security/ Cybersecurity Knowledge in cybersecurity and information technology systems and developments, either through academia or industry experience.
	Mergers & Acquisitions Experience leading complex mergers, acquisitions and direct involvement in integration of people, systems, data, and operations.
	Human Capital Management Experience developing a strong corporate culture and focusing on colleague engagement. Experience in human capital management.
	Public Company Experience CEO or other senior executive (direct reports to CEO) of a publically traded company.

board indePEndence and tenure

Independent (9)
Board Tenure (years)		9	10	8	19	1	3	2	11	20	21

board demographics
Age		69	68	57	63	54	67	56	54	71	62
Gender		F	M	M	F	F	F	M	M	M	M
Race		C	C	C	C	C	A	C	C	C	C

F = Female \| M = Male \| C = Caucasian/White \| A = African American/Black


	2023		2024
	Amounts		Amounts
Chair of the Board Retainer	$	32,000	$	32,000
Audit Committee Chair Retainer	$	12,000	$	12,000
All Other Committee Chair Retainer	$	10,000	$	10,000
Chair of BHWM Board Retainer	$	10,000	$	10,000


	FEES EARNED		RESTRICTED
	OR PAID		STOCK
NAME	IN CASH¹		AWARDS²		TOTAL
Daina H. Belair	$	42,000	$	39,973	$	81,973
Matthew L. Caras		55,806		39,973		95,779
David M. Colter		44,000		39,973		83,973
Martha T. Dudman³		12,043		—		12,043
Lauri E. Fernald		42,000		39,973		81,973
Heather D. Jones		20,043		39,973		60,016
Debra B. Miller		32,000		39,973		71,973
Brian Shaw		32,000		39,973		71,973
Kenneth E. Smith²		42,000		39,973		81,973
Scott C. Toothaker		38,263		39,973		78,236
David B. Woodside⁴		24,086		—		24,086
Totals	$	384,242	$	359,754	$	743,996


^1.	Fees earned include all retainers earned in 2024.
^2.	Represents the aggregate grant date fair value computed in accordance with ASC 718 of 1,103 restricted shares earned in 2024 and granted on November 12, 2024 to each independent director as part of their compensation calculated at the closing price on the day of the grant Mr. Smith deferred a portion of his compensation under a Non-Qualified Deferred Compensation arrangement. Mr. Smith is an unsecured creditor with respect to his deferrals and any earnings thereon under the terms of the arrangement
^3.	Ms. Dudman retired from our Board at the 2024 annual meeting of shareholders. She received a prorated cash retainer for her service. No equity award was granted to Ms. Dudman in 2024 as she was not a member of our board on the date equity awards were granted.
^4.	Mr. Woodside retired from our Board at the 2024 annual meeting of shareholders. He received a prorated cash retainer for his service. No equity award was granted to Mr. Woodside in 2024 as he was not a member of our board on the date equity awards were granted.


INSTITUTION NAME			TICKER
Bankwell Financial Group, Inc.			BWFG
Cambridge Bancorp			CATC
Camden National Corporation			CAC
Chemung Financial Corporation			CHMG
Citizens Financial Services Inc.			CZFS
Citizens & Northern Corporation			CZNC
CNB Financial Corporation			CCNE
Enterprise Bancorp, Inc.			EBTC
Financial Institutions, Inc.			FISI
Greene County Bancorp, Inc.			GCBC
HarborOne Bancorp, Inc			HONE
Orange County Bancorp, Inc			OBT
Peoples Financial Services Corp.			PFIS
The First Bancorp, Inc.			FNLC
Tompkins Financial Corporation			TMP
TrustCo Bank Corp NY			TRST
Washington Trust Bancorp, Inc.			WASH
Western New England Bancorp, Inc.			WNEB


FISCAL YEAR 2024 COMPENSATION COMPONENTS
DESCRIPTION	HOW PAID
Base Salary	Salary/wages are paid in accordance with the payroll practices of the Company and its affiliates.
Annual Cash Incentive	Awarded annually, subject to achievement of Board-approved Company-wide, and group-specific performance measures.
Equity Incentives	Comprised of restricted stock units subject to performance-based vesting and time-based restricted stock awards subject to time-based vesting each over a three-year period. All subject to holding requirements in accordance with our stock ownership guidelines.
Executive Benefits	Executive benefits include reimbursement of membership fees to fitness, country club, or similar organizations, an automobile allowance, 401 (k) matching contributions under our 401 (k) plan and the value of employer provided life insurance.


	2024		2025
NAME	BASE SALARY		BASE SALARY
Curtis C. Simard	$	738,000	$	760,000
Josephine Iannelli		473,000		487,000
Marion Colombo		350,000		361,000
John M. Mercier		350,000		361,000
Jason Edgar		338,000		358,000


			TARGET
			(AS A
			PERCENTAGE OF
NAME	BASE SALARY		BASE SALARY)		TARGET
Curtis C. Simard	$	738,000	55.00	%	$	405,900
Josephine Iannelli		473,000	40.00			189,200
John M. Mercier		350,000	40.00			140,000
Marion Colombo		350,000	35.00			122,500
Jason Edgar		338,000	35.00			118,300


2024 EXECUTIVE ANNUAL INCENTIVE PROGRAM
INCENTIVE MEASURES	WEIGHTS			THRESHOLD			TARGET			STRETCH			ACTUAL			PERFORMANCE FACTOR
Adjusted Net Income ($thousands)¹		40.00	%	$	37,019		$	39,805		$	43,786		$	43,375			145	%
Non-Performing Loans/Total Loans²		10.00			0.51	%		0.38	%		0.32	%		0.22	%		150
Efficiency Ratio³		10.00			65.19	%		63.91	%		62.63	%		61.84	%		150
Strategic Initiatives⁴		40.00			n/a			n/a			n/a			stretch			150
Total																	148


^1.	Adjusted net income is reflected in the non-GAAP table located in the Management Discussion and Analysis section of our Annual Report on Form 10-K filing for the year ending December 31, 2024 (the “10-K”). Additional adjustments may be made based on approval by the Compensation and Human Resources Committee. Adjusted net income includes but is not limited to gain or losses on sales of securities, extinguishment of debt, sales of premises and equipment, and other real estate owned. Non-recurring charges reflected in acquisition, conversion, and other expenses are also included.
^2.	Non-performing loans include all loans on non-accrual status as of December 31, 2024 as measured against total loans
^3.	Efficiency ratio is a non-GAAP measure computed by using adjusted non-interest expense net of franchise taxes and intangible amortization divided by adjusted revenue tax effected for tax advantaged assets using marginal tax rate. See Reconciliation of Non-GAAP measures for further details in the 10-K.
^4.	Strategic initiatives are a qualitative measure. They 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.


					% OF
NAMED EXECUTIVE OFFICER	ACTUAL		TARGET		TARGET
Curtis C. Simard	$	600,469	$	405,900	148	%
Josephine Iannelli		279,893		189,200	148	%
John M. Mercier		207,109		140,000	148	%
Marion Colombo		181,221		122,500	148	%
Jason Edgar		175,007		118,300	148	%



	TOTAL LTI
	TARGET
PARTICIPANTS	(% OF SALARY)
CEO & President	65	%
EVP, CFO & Treasurer	40	%
All other NEOs	35	%


Under the 2024-2026 LTI Program, the Compensation and Human Resources Committee granted LTI awards to the NEOs at target level (based on the mix of restricted stock units and restricted sock described above).		See the table “Grants of Plan Based Awards” on page 556 to reference the actual shares that may be earned under the 2024-2026 Plan for each NEO.


2024 LONG-TERM INCENTIVE AWARDS


	TIME VESTED		PERFORMANCE			TOTAL
NAME			VESTING AT TARGET			OPPORTUNITY
Curtis C. Simard	$	184,664		$	294,995	$	479,659
Josephine Iannelli		94,577			94,577		189,154
Marion Colombo		61,227			61,227		122,454
John M. Mercier		61,227			61,227		122,454
Jason Edgar		59,141			59,141		118,282


METRICS	THRESHOLD	TARGET	STRETCH
3-year average Core ROA—relative to Custom Industry Index	25^th percentile	50^th percentile	75^th percentile
3-year average Core ROE—relative to Custom Industry Index	25^th percentile	50^th percentile	75^th percentile
Payout	50%	100%	150%


Measure	Threshold	Target	Stretch	Actual Performance
Relative Three Year Average ROA	35^th percentile	50^th percentile	75^th percentile	52^nd percentile
Payout	50%	100%	150%	103% of target

Lauri E. Fernald, Chair	David M. Colter
Matthew L. Caras	Kenneth E. Smith
	Debra B. Miller


		BASE				NON-EQUITY		ALL
		SALARY		STOCK		INCENTIVE PLAN		OTHER
NAME AND PRINCIPAL POSITION	YEAR	RECEIVED¹		AWARDS²		COMPENSATION		COMPENSATION³		TOTAL
Curtis C. Simard	2024	$	738,000	$	479,659	$	600,469	$	51,183	$	1,869,311
President & CEO	2023	$	716,000	$	558,445	$	524,416	$	40,279	$	1,839,140
	2022		694,900		541,994		521,175		51,563		1,809,632
Josephine Iannelli	2024		473,000		189,154		279,893		42,598		984,645
EVP, CFO and Treasurer	2023		459,000		220,302		244,497		30,674		954,473
	2022		445,600		213,846		233,940		28,948		922,334
John M. Mercier	2024		350,000		122,454		207,109		44,811		724,374
EVP, Chief Lending Officer	2023		339,000		142,353		180,576		36,125		698,054
	2022		328,900		138,120		148,005		31,034		646,059
Marion Colombo	2024		350,000		122,454		181,221		31,697		685,372
EVP, Director of Retail Delivery	2023		339,000		142,353		158,004		31,763		671,120
	2022		328,900		138,120		148,005		26,461		641,486
Jason Edgar	2024		338,000		118,282		175,007		27,452		658,741
President, Wealth	2023		328,000		137,757		152,877		25,581		644,215
	2022		318,300		133,675		143,235		22,451		617,661


^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.