Bar Harbor Bankshares (BHB) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2025, with shareholders voting on key proposals including director elections, executive compensation, auditor ratification, and an amendment to increase authorized shares.

• The company emphasizes a consistent strategic plan, risk management, and adaptability to industry changes, with a focus on responsible corporate citizenship and environmental impact reduction.

• ESG initiatives are highlighted, including significant investments in small business lending, charitable giving, employee volunteerism, and diversity, with 71% of the workforce being women.

Voting matters and shareholder proposals

• Shareholders will vote on electing 10 directors for one-year terms, a non-binding advisory vote on executive compensation, ratification of Crowe LLP as the independent auditor, and an amendment to increase authorized common stock from 20 million to 30 million shares.

• The board recommends voting in favor of all proposals.

• Voting can be conducted online, by phone, email, mail, or in person at the meeting.

Board of directors and corporate governance

• The board consists of 10 nominees, 90% of whom are independent, with an average tenure of 10.4 years and average age of 61.1.

• Board committees include Executive, Audit, Compensation and Human Resources, Governance, and Board Risk, each with defined responsibilities and independent leadership.

• The board follows the Investor Stewardship Group’s Corporate Governance Principles, with annual director elections and proxy access.

• Board diversity is prioritized, with 40% gender/ethnic diversity and a mix of tenures and backgrounds.