BAR HARBOR BANKSHARES (BHB)
Sector: Financials
2026 Annual Meeting Analysis
BAR HARBOR BANKSHARES · Meeting: May 7, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2015 with strong banking and legal background; BHB's 3-year return of 25.7% trails QABA by only 7.7 percentage points, well below the 65-point threshold required to trigger an against vote; attendance is at least 98%; no overboarding or independence concerns.
Independent Board Chair since 2014 with relevant commercial law and M&A experience; the TSR gap versus QABA (-7.7pp) is far below the 65-point trigger threshold; attendance exceeds 98%; no overboarding or other policy concerns.
Director since 2016, serves as Audit Committee Chair with CPA credentials qualifying him as an Audit Committee Financial Expert; the TSR gap versus QABA (-7.7pp) is far below the 65-point trigger threshold; no overboarding or independence concerns.
Director since 2005 with a disclosed related-party lease (Somesville branch) that is properly disclosed, pre-approved by the Audit Committee, and on arm's-length terms; the TSR gap versus QABA (-7.7pp) is far below the 65-point trigger threshold; no overboarding or independence concerns that override the board's determination.
Joined the board in August 2025 — less than 24 months ago — and is therefore exempt from the TSR performance trigger under policy; he is classified as non-independent but does not serve on the Audit, Compensation, or Governance Committees, so no independence-on-committee concern applies.
Director since 2024 — less than 24 months ago — and is exempt from the TSR performance trigger; independent with relevant business management and human capital experience; no overboarding or attendance concerns.
Director since 2022 with banking compliance and community relations background; the TSR gap versus QABA (-7.7pp) is far below the 65-point trigger threshold; independent with no overboarding or committee independence concerns.
Director since 2023 — less than 24 months from the 2026 meeting — and is effectively exempt from the TSR performance trigger given the short tenure overlap; independent with relevant real estate and business experience; no overboarding or independence concerns.
CEO and director since 2013; BHB's 3-year price return of 25.7% trails QABA by only 7.7 percentage points, well below the 65-point threshold required to trigger an against vote for directors of companies with strong positive absolute TSR; no overboarding or attendance concerns.
Director since 2003 with CPA credentials (Office Managing Director, CBIZ) qualifying him as an Audit Committee Financial Expert; the TSR gap versus QABA (-7.7pp) is far below the 65-point trigger threshold; no overboarding or independence concerns.
All 10 director nominees pass policy screens. BHB's 3-year price return of 25.7% falls into the strong-positive tier, requiring a 65-percentage-point gap versus QABA to trigger against votes; the actual gap is only 7.7 points. Newer directors (Graham, Jones, Shaw) are within or near the 24-month exemption window. No overboarding, attendance failures, or audit/compensation committee independence issues were identified.
Say on Pay
✓ FORCEO
Curtis C. Simard
Total Comp
$1,925,946
Prior Support
95.6%%
CEO total compensation of $1,925,946 is reasonable for a community bank CEO at a $525M market-cap institution with 13 years of tenure, and the 2025 Say-on-Pay received 95.6% shareholder support — well above the 70% threshold. The pay structure is appropriately variable: for the CEO, roughly 40% is fixed base salary and 60% is at-risk through performance bonuses and equity awards, meeting the policy's requirement that at least 50-60% of pay be variable. The long-term equity program uses meaningful performance conditions — relative Core Return on Assets and Core Return on Equity versus a custom peer index over a three-year period — and the prior 2022-2024 performance awards vested at 123% of target based on actual results, demonstrating genuine pay-for-performance alignment. The company also maintains a compliant clawback policy as required by NYSE American and SEC rules.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
1 yrs
Audit Fees
$850,500
Non-Audit Fees
$59,850
Crowe LLP was appointed as new auditor for fiscal year 2025 after RSM US LLP was dismissed in March 2025, so tenure is approximately one year — well below the 25-year threshold. Non-audit fees of $59,850 represent about 7% of audit fees of $850,500, comfortably below the 50% threshold. Crowe is a large national firm appropriate for a $525M market-cap community bank.
Overall Assessment
Bar Harbor Bankshares's 2026 annual meeting presents three standard proposals: election of 10 directors, Say-on-Pay, and ratification of new auditor Crowe LLP. All proposals pass policy screens and receive FOR votes — the director slate shows no TSR trigger (only a 7.7-point gap versus QABA against a 65-point threshold), executive pay is well-structured with strong shareholder support history, and Crowe's first-year engagement has a very low non-audit fee ratio.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing