DEF 14A of Bar Harbor Bankshares
Filed Apr 1, 2024 · FY20230001104659-24-041811
We are Fostering Sustainable Communities through Responsible Financial Commitments
| | PAGE | | PAY VS. PERFORMANCE | 47 | | CEO PAY RATIO | 52 | | PROPOSAL 2—NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 54 | | PROPOSAL 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 55 | | PRINCIPAL ACCOUNTING FEES AND SERVICES | 56 | | OTHER MATTERS | 57 | | APPENDIX A—REPORT OF THE AUDIT COMMITTEE | A-1 |
Vote Required
| | Daina H. Belair | | | | | | | | | | Age: 68 | Director Since: 2015 | Independent | | | | | | | | | | | | | | | | | | | Ms. Belair is a retired attorney and a member of the New York and District of Columbia Bar Associations. In 2008, she relocated to Maine where she owned and operated the Inn at Sunrise Point until mid-2021. During her more than 25 years as a practicing attorney, she specialized in banking and financial services. From 2002 to 2006, she served as General Counsel and Managing Director of U.S. Trust Corporation and its subsidiary banks, U.S. Trust Company of New York and U.S. Trust Company, N.A. Prior to that, she was employed by Citibank, N.A. for 15 years, as a Vice President and Managing Director, and held various senior division general counsel and compliance officer positions for Citibank’s international corporate and institutional business as well as general counsel for the Citibank Private Bank. Earlier in her career she practiced law in Washington, D.C. At this time, she primarily resides in South Carolina but maintains family and business ties to Maine and New England. | | | | | | | | | | Professional and Leadership Highlights: • Significant banking, wealth management and regulatory experience • Served as a Director of various private not-for-profit organizations, including Home Counselors Inc. in Maine and Women in Housing and Finance in Washington DC • Served as Director and Treasurer of the Penobscot Bay Chamber of Commerce and as President of the Lincolnville Business Group • Served on the Town of Lincolnville Budget Committee | | | | | Committee Memberships: • Audit Committee • Executive Committee • Governance Committee • Bar Harbor Wealth Management Committee (Chair) | | | | | Ms. Belair’s legal background in the financial services industry and hospitality experience provides valuable guidance to the Board. | | | | | | | | |
Vote Required
| | Matthew L. Caras, JD | | | | | | | Age: 67 | Director Since: 2014 | Independent | | | | | | | | | | | | | An attorney and member of the Maine Bar, Mr. Caras is a founder and principal of Leaders LLC, a mergers and acquisitions advisory services firm representing public, private, and family owned businesses in a broad range of industries throughout the United States and globally. Mr. Caras is also a mediator and neutral negotiation facilitator who has conducted over 150 mediation sessions and facilitated transactions as a neutral party. Mr. Caras resides in Arrowsic, Maine. | | | | | | | Professional and Leadership Highlights: • Serves on the Arrowsic, Maine Zoning Board of Appeals • Former partner, department chair, and member of the executive committee of Verrill, a full-service law firm with over 150 attorneys and offices in Portland, Maine; Boston, Massachusetts; and Westport, Connecticut • A.B., cum laude, Bowdoin College; J.D., with honors, University of Connecticut School of Law | | | | | Committee Memberships: • Executive Committee • Compensation And Human Resources Committee • Board Risk Committee • Governance Committee (Chair) | | Mr. Caras’ legal expertise in commercial transactions, as well as his business knowledge of the many industries with which we conduct business is invaluable to the Board with our growing customer service area throughout Northern New England. | | | | | |
Vote Required
| | David M. Colter | | | | | | | | | | Age: 56 | Director Since: 2016 | Independent | | | | | | | | | | | | | | | | | | | Mr. Colter currently serves as President and Chief Executive Officer of GAC Chemical Corporation (“GAC”) in Searsport, Maine. GAC manufactures and distributes industrial, specialty, and fine inorganic and organic chemicals. Prior to joining GAC and moving to Maine, he worked for Ernst & Young in Ohio in their Financial Institutions Group. Mr. Colter resides in Hampden, Maine. | | | | | | | | | | Professional and Leadership Highlights: • Board member, Maine State Chamber of Commerce • Executive Committee and Audit Committee member of the University of Maine Pulp and Paper Foundation • Board member, Maine International Trade Center • Holds Certified Public Accountant and Chartered Global Management Accountant designations • Former member of the Board, Executive Committee and Treasurer for the Ronald McDonald House, NW Ohio • Former District Chairman, Waldo District, Boy Scouts of America | | | | | Committee Memberships: • Board Risk Committee • Compensation And Human Resources Committee • Executive Committee • Audit Committee (Chair) | | | | | Mr. Colter’s experience as the principal executive officer of a manufacturing company, as well as his educational and professional credentials, bring essential qualifications and skills to the Board. | | | | | | | | |
Vote Required
| | Lauri E. Fernald | | | | | | | Age: 62 | Director Since: 2005 | Independent | | | | | | | | | | | | | Ms. Fernald is the owner in Jordan Fernald Funeral Home headquartered in Mount Desert, Maine, and she is a Certified Funeral Service Practitioner. Ms. Fernald resides in Mount Desert, Maine. | | | | | | | Professional and Leadership Highlights: • Serves on the finance committee of Hospice Volunteers of Hancock County • Senior Warden and Altar Guild Member, Parish of St. Mary and St. Jude Episcopal Church of Northeast Harbor and Seal Harbor • Member for the Maine Coast Memorial Hospital Foundation Council • Current member of numerous foundations and associations including the Woodbine Cemetery Association of Ellsworth, and the Treasurer and Sexant Brookside Cemetery Corp. of Mount Desert | | | | | Committee Memberships: • Governance Committee • Board Risk Committee • Executive Committee • Compensation and Human Resources Committee (Chair) | | Ms. Fernald’s commercial and community service experience brings a depth of knowledge and perspective to the Board and the markets we serve. | | | | | |
Vote Required
| | Heather D. Jones | | | | | | | Age: 53 | Director Since: Nominee | Independent | | | | | | | | | | | | | Ms. Jones began her professional career in New York City in Human Resources, first at Lehman Brothers and then at Philips Electronics NAC. After moving to Maine in 1997, Ms. Jones worked at the Bar Harbor Chamber of Commerce and later in real estate on and around Mount Desert Island. As an owner of the firm, she led and oversaw all operations of the business for more than a decade, including developing a dedicated Property Management Division. Today, Ms. Jones is the Owner of Jones Business Services, LLC providing accounting and organizational support to area small businesses. Ms. Jones resides in Mount Desert, Maine. | | | | | | | Professional and Leadership Highlights: • Served as the Chair of the MDIRSS AOS 91 School Board • Served on the Stroud Fund which was established in 1990 to support community needs and projects • Served as Chair of the Mount Desert Nursery School Board • Served as Chair of the Mount Desert Planning Board | | | | | Committee Memberships: • New Director Nominee | | Ms. Jones’ leadership and management roles have given her experience in evaluating business plans of varying types of organizations that uniquely provide direct perspective to the economies of many of the Company’s markets. Furthermore, her experience in developing human capital at all levels offers valuable insight to the Board. | | | | | |
Vote Required
| | Debra B. Miller | | | | | | | | Age: 66 | Director Since: 2022 | Independent | | | | | | | | | | | | | | | Ms. Miller served as the Vice President of External Relations at the NH Community Loan Fund from 2013 until her retirement in June of 2023. She oversees the organization’s philanthropy, marketing and communications as well as their public policy efforts. She previously also served as Senior Vice President and Director of Corporate Affairs in New England for Citizens Bank where she was responsible for overseeing public and community relations, media relations, internal communications, special events, charitable contributions, marketing sponsorships and government affairs for the New England region. In addition, she was responsible for the bank’s Community Reinvestment Act programs throughout its then 13-state footprint. Ms. Miller resides in Londonderry, New Hampshire. | | | | | | | | Professional and Leadership Highlights: • Received a BS in Urban Affairs and Economics from Winston-Salem University • Previously served as the Chair of the Board of Trustees for Winston-Salem State University and the past chair of Whittier Street Health Center in Roxbury, MA • Previously appointed by New Hampshire Governor Jeanne Shaheen to serve as a trustee for the University System of New Hampshire where she chaired the External Affairs Committee • Among other awards, recognized as one of New Hampshire’s Remarkable Women by New Hampshire Magazine, received the Susan B. Anthony Award from the Manchester YWCA, and received the Leading Women Award from the Girl Scouts Patriots’ Trail Council | | | | | Committee Memberships: • Audit Committee • Board Risk Committee • Bar Harbor Wealth Management Committee | | | Ms. Miller’s significant experience in banking and compliance combined with her community service experience provides a valuable combination of proven skills and insights to the Board. | | | | | | |
Vote Required
| | Brian D. Shaw | | | | | | | Age: 55 | Director Since: 2023 | Independent | | | | | | | | | | | | | Mr. Shaw owns a real estate contracting and development business, with activities ranging from projects for specified clients to developing a portfolio of his own accord. Both segments range from single-family residences to medium-scale hospitality properties to multi-family properties of varying sizes. His services include original engineering to final finish carpentry. Mr. Shaw resides in Bar Harbor, Maine. | | | | | | | Professional and Leadership Highlights: • Graduate of Eastern Maine Technical College with degrees in construction design and architecture • Experience in navigating various economic and real estate cycles • Past member of the Board of the Hattie A. and Fred C. Lynam Trust, which was established in 1942 for the support of charitable organizations and educational scholarships throughout Mount Desert Island | | | | | Committee Memberships: • Audit Committee • Board Risk Committee • Bar Harbor Wealth Management Committee | | Mr. Shaw’s executive leadership and commercial service experience brings a depth of knowledge and perspective to the Board and the markets we serve. | | | | | |
Vote Required
| | Curtis C. Simard | | | | | | | | | | | Age: 53 | Director Since: 2013 | | | | | | | | | | | | | | | | | | | | | Mr. Simard has served as our President and Chief Executive Officer since August 10, 2013. Prior to joining the Bank, he served as Senior Vice President and Managing Director of Corporate Banking for TD Bank from 2002 to 2013. He was also affiliated with First New Hampshire Bank and its successor, Citizens Bank, from 1992 to 2002 working on various business initiatives. Mr. Simard resides in Mount Desert, Maine. | | | | | | | | | | | Professional and Leadership Highlights: • Serves as a member on the Executive Committee of Maine Bankers Association • Serves as a member of the Board of Directors of Friends of Acadia and the Ellsworth Business Development Corporation • Serves as a member of the Board of Directors, Executive Committee and Public Policy Subcommittee at the Business and Industry Association of N.H • Past Chair of Maine Bankers Association • Previous Board member of Northern Light Maine Coast Memorial Hospital, Seal Cove Auto Museum and the Abbe Museum, a Smithsonian affiliate representing Native American Culture | | | | | Committee Memberships: • Executive Committee • Bar Harbor Wealth Management Committee • Board Risk Committee | | | | | | Mr. Simard’s position as our President and CEO, his extensive track record of success in banking throughout the Northeastern United States, particularly New England, and his leadership of our company provides him with considerable insight into our opportunities, challenges, and operations. | | | | | | | | | |
Vote Required
| | Kenneth E. Smith | | | | | | | Age: 70 | Director Since: 2004 | Independent | | | | | | | | | | | | | Mr. Smith is the former owner and innkeeper of Manor House Inn from 2003-2020 at which time he retired, and was the former owner of Wonder View Inn, both of which are lodging facilities located in Bar Harbor, Maine. Mr. Smith resides in Bar Harbor, Maine. | | | | | | | Professional and Leadership Highlights: • 40 years plus of experience and expertise in the hospitality and customer service industry • Member of Anah Shrine • Member of Acadia National Park Advisory Committee • Vice Chair of the Bar Harbor Housing Authority • Former Chairman and long-time member of the Bar Harbor Town Council • Past President and current member of the Bar Harbor Rotary Club | | | | | Committee Memberships: • Executive Committee • Compensation And Human Resources Committee • Board Risk Committee (Chair) | | Mr. Smith’s expertise in the hospitality industry is beneficial to the Board as it represents a critical segment of the local economy and our commercial loan portfolio. | | | | | |
Vote Required
| | Scott G. Toothaker | | | | | | | | Age: 61 | Director Since: 2003 | Independent | | | | | | | | | | | | | | | Mr. Toothaker serves as the Office Managing Partner of Marcum, LLP, New Hampshire, an international accounting and advisory firm with locations throughout the United States. Mr. Toothaker resides in Nashua, New Hampshire. | | | | | | | | Professional and Leadership Highlights: • Holds an MBA from the University of Maine and a BS and MTax from Bentley College • Experience in navigating financial management and transition across many industries and through various economic cycles | | | | | Committee Memberships: • Audit Committee • Board Risk Committee | | | As a practicing CPA, Mr. Toothaker has experience across business and personal financial management that is well suited in his role as a director. | | | | | | |
Indebtedness of Management and Directors
| Compensation of Directors |
2023 Director Compensation
2023 Director Compensation The following table details the total compensation paid to directors from our company and our subsidiaries, BHBT, and BHWM, during 2023. Directors received no additional compensation or perquisites for their service other than that set forth in the table below.
2023 Director Compensation
| NAME | FEES EARNED OR PAID IN CASH1 | RESTRICTED STOCK AWARDS2 | TOTAL | | Daina H. Belair | $42,000 | $39,988 | $81,988 | | Matthew L. Caras | 42,000 | 39,988 | 81,988 | | David M. Colter | 44,000 | 39,988 | 83,988 | | Steven H. Dimick4 | 12,215 | — | 12,215 | | Martha T. Dudman | 32,000 | 39,988 | 71,988 | | Lauri E. Fernald | 37,000 | 39,988 | 76,988 | | Debra B. Miller | 32,000 | 39,988 | 71,988 | | Brendan J. O’Halloran5 | 21,000 | — | 21,000 | | Brian Shaw | 19,871 | 39,988 | 59,859 | | Kenneth E. Smith3 | 42,000 | 39,988 | 81,988 | | Scott C. Toothaker | 32,000 | 39,988 | 71,988 | | David B. Woodside | 64,000 | 39,988 | 103,988 | | Totals | $420,086 | $399,880 | $819,966 |
2023 Director Compensation
| 1. Fees earned include all retainers earned in 2023. | | 2. Represents the aggregate grant date fair value computed in accordance with ASC 718 of 1,496 restricted shares earned in 2023 and granted on November 14, 2023 to each independent director as part of their compensation calculated at the closing price on the day of the grant. | | 3. Mr. Smith deferred a portion of his compensation under a Non-Qualified Deferred Compensation arrangement. This deferred arrangement is funded entirely by the director and the funds are invested and remain in our name until the director withdraws them upon his resignation, retirement, or termination from Board membership. Mr. Smith assumes the investment risk on these funds and holds the status of an unsecured creditor of our Company for the payment of these deferred fees at a future date. | | 4. Mr. Dimick retired from our Board at the 2023 annual meeting of shareholders. He received a prorated cash retainer for his service. No equity award was granted to Mr. Dimick in 2023 as he was not a member of our board on the date equity awards were granted. | | 5. Mr. O’Halloran passed away just prior to the 2023 annual meeting of shareholders. He received a prorated cash retainer for his service. No equity award was granted to Mr. O’Halloran in 2023 as he was not a member of our board on the date equity awards were granted. |
2023 Director Compensation
| Compensation Discussion and Analysis |
2023 Director Compensation
This section provides an overview and analysis of our compensation program and policies, as they relate to our NEOs, listed below, the material compensation decisions made under those programs and policies, and the material factors considered in making those decisions. Later in this section there are a series of tables containing specific information about the compensation earned or paid to the NEOs. The discussion below is intended to aid in the understanding of the detailed information disclosed in those tables and provide context within the overall compensation program.
Executive Compensation Governance
Executive Compensation Governance Our executive compensation practices and policies covering our NEOs are designed to promote sound compensation governance and align the NEOs’ interests with the best interests of our shareholders. What We Do: • Design programs that place a substantial portion of compensation at-risk • Align compensation programs with our annual business objectives and long-term strategies • Use multiple performance measures and caps on potential incentive payments • Grant at least 50% of annual equity in performance-based awards (i.e., performance shares) • Vest equity awards over a multi-year period • Include clawback provisions in our annual and long-term incentive plans • Utilize robust stock ownership guidelines for both our NEOs and independent directors • Engage with and consider shareholder input in designing our NEO pay programs • Conduct an annual risk assessment of incentive programs What We Don’t Do: • Allow hedging of our securities • Provide excessive perquisites or supplemental NEOs retirement plans • Provide for multi-year guaranteed salary increases or non-performance-based cash incentive awards for NEOs • Include “golden parachute” excise tax gross ups in severance arrangements
Compensation of the CEO
Compensation of the CEO On an annual basis, the Compensation and Human Resources Committee reviews the CEO’s compensation, considering the CEO’s performance specific to our overall performance, the achievement of certain financial and non-financial goals, and the judgment of the entire Board as to the quality of the CEO’s leadership. In addition, the Compensation and Human Resources Committee compares the CEO’s compensation to CEOs of our Compensation Peer Group and industry compensation survey information for comparable positions. In making these comparisons, the Compensation and Human Resources Committee considers appropriate differences in the size, business model, and financial performance of the other banking institutions. In accordance with the CEO Employment Agreement, the Compensation and Human Resources Committee reviews the CEO’s base salary at least annually and may recommend an increase in his base salary to the Board at the Compensation and Human Resources Committee’s sole discretion. The CEO participates in the same compensation programs as the other NEOs, with details provided below. As further discussed, below, Mr. Simard participated in the structured annual incentive cash compensation plan provided to all NEOs. During 2023, Mr. Simard, similar to other NEOs, earned an award at 133% of target. During 2023, the Compensation and Human Resources Committee granted Mr. Simard equity awards subject to time-based vesting conditions and performance-based vesting conditions under the 2023-2025 Long Term Incentive Program (the “2023-2025 Plan”). He is required to hold the shares issued pursuant to time-vested and performance-vested awards as outlined in our stock ownership guidelines. Mr. Simard is a member of the Board and does not receive any director fees for service on the Board.
The Role of Compensation Consultants
The Role of Compensation Consultants The Compensation and Human Resources Committee has utilized, and expects to utilize in the future, various outside consultants, actuaries and attorneys to assist in developing and implementing the essential components of our compensation program, including its equity program and incentive compensation arrangements. The Compensation and Human Resources Committee, under the authority granted by its charter, engages consultants to provide independent advice and counsel. Meridian served as the Compensation and Human Resources Committee’s independent compensation advisor in 2023. Meridian provided the following services: • current market-based total compensation guidelines to assist in establishing appropriate and ongoing base compensation and incentive compensation levels for our NEOs • guidance and market comparisons for the long-term incentive program under our approved equity plan • a comprehensive review of our compensation program for our directors; and • an annual review of peer group and benchmarking practices The Compensation and Human Resources Committee has assessed the relationships among Meridian, our Company, the Committee, and its executive officers for independence and conflicts of interest. In this assessment, the Compensation and Human Resources Committee reviewed the criteria set forth in Rule 10C-1(b)(4) (i)-(vi) under the Exchange Act and such other criteria as it deemed appropriate. The Compensation and Human Resources Committee received a report from Meridian addressing its independence, including the following factors: (1) other services provided to the Company by Meridian; (2) fees paid by the Company as a percentage of Meridian’s total revenue; (3) policies or procedures maintained by Meridian that are designed to prevent a conflict of interest; (4) any business or personal relationships between Meridian’s senior advisors and a member of the Compensation and Human Resources Committee; (5) any common stock owned by Meridian’s senior advisors; and (6) any business or personal relationships between the BHB executive officers and Meridian’s senior advisors. The Compensation and Human Resources Committee discussed these considerations and concluded that the work performed by Meridian and Meridian’s senior advisors involved in the engagements did not raise any conflict of interest.
Market Benchmarking and Performance Comparisons
Market Benchmarking and Performance Comparisons In determining a Compensation Peer Group (as defined below), the Compensation and Human Resources Committee regularly reviews market competitive information provided by our compensation consultants. The Compensation and Human Resources Committee reviews information publicly disclosed by members of a peer group of publicly traded banks as well as published surveys. The Compensation and Human Resources Committee reviews comparative compensation and benefits information contained in the public filings of the members of this peer group, which has been established for compensation comparison purposes using objective selection criteria (the “Compensation Peer Group”). The composition of the Compensation Peer Group is reviewed annually by the Compensation and Human Resources Committee. The Compensation and Human Resources Committee used the following criteria to select the members of the 2023 Compensation Peer Group: • Financial institutions (e.g., regional banks) • Assets between $1.8 billion and $8.0 billion • Located in the Northeast region and New York, excluding New York City The Compensation Peer Group is reviewed annually by the Compensation and Human Resources Committee. The peer group used to set 2023 compensation consists of 18 peer banks as shown below (and reflects no changes from our 2022 Compensation Peer Group):
Market Benchmarking and Performance Comparisons
| INSTITUTION NAME | TICKER | | Arrow Financial Corporation | AROW | | Bankwell Financial Group, Inc. | BWFG | | Cambridge Bancorp | CATC | | Camden National Corporation | CAC | | Chemung Financial Corporation | CHMG | | Citizens & Northern Corporation | CZNC | | CNB Financial Corporation | CCNE | | Enterprise Bancorp, Inc. | EBTC | | Evans Bancorp, Inc. | EVBN | | Financial Institutions, Inc. | FISI | | Greene County Bancorp, Inc. | GCBC | | Norwood Financial Corp | NWFL | | 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 |
Market Benchmarking and Performance Comparisons
The Compensation Peer Group information is used as a guide in establishing the competitiveness and reasonableness of our NEO compensation program and practices. The Compensation and Human Resources Committee does not target the elements of our compensation program at any specific level or percentile within the Compensation Peer Group. Rather than rely on a specific formula-based model, the Compensation and Human Resources Committee retains discretion to assess this information in the context of the overall performance of each NEO to more accurately reflect individual contributions that cannot be absolutely quantified. The Compensation and Human Resources Committee also believes that an emphasis on incentive compensation for our NEOs is aligned with our pay-for-performance compensation philosophy. The Compensation and Human Resources Committee uses the principles and factors described above in assessing the proper allocation of compensation among the various components.
Compensation Plan Components
| FISCAL YEAR 2023 COMPENSATION COMPONENTS | | | DESCRIPTION | HOW PAID | | Base Salary | Salary/wages are paid on a standard, Company-wide schedule of 26 pay periods throughout the year | | Annual Cash Incentive | Awarded annually, subject to Board-approved formulas for 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. |
Compensation Plan Components
The Compensation and Human Resources Committee believes a significant portion of total compensation provided to our NEOs should be weighted towards variable, or “at risk” compensation including cash and equity incentives that tie directly to corporate performance, to remain in alignment with shareholders. The charts below summarize the 2023 targeted pay mix for the NEOs. For purposes of this illustration, equity incentives have been calculated based on the aggregate grant date fair value of equity awards granted in 2023, computed in accordance with ASC 718, calculated based on the closing price per share of our common stock on the day of grant, assuming awards subject to performance-based vesting vest at target performance level; similarly, the annual cash incentive has been calculated based on the amount that would be earned if performance results are at target. The amounts reflected in the “All Other NEOs” chart represent averages of the applicable amounts for all of the NEOs other than our CEO and CFO.
Annual Cash Incentive Program
Annual Cash Incentive Program During 2023, the NEOs participated in the Annual Cash Incentive Program, which was designed to provide rewards for the achievement of key performance goals that are critical to our growth and profitability and to promote teamwork among its participants. The Annual Cash Incentive Program is based on a balance of multiple measures, layered oversight, and reasonable ceilings for exceptional performance. These plan features discourage excessive risk taking while rewarding strong performance. The Compensation and Human Resources Committee and the Board Risk Committee both review the plan design to ensure it does not encourage undue risk and the plan administration incorporate sounds risk management protocol. The Compensation and Human Resources Committee and its compensation consultant regularly review the target incentive opportunity of each NEO under the Annual Cash Incentive Program to ensure alignment with market practices. For 2023, each NEO had a target incentive opportunity reflecting his/her role and competitive market practices. Annual Cash Incentive Program Performance Measures. The Annual Cash Incentive Program includes predefined performance goals. The performance goals for 2023 were Adjusted Net Income, asset quality measure (Non-Performing Loans as a Percentage of Total Loans), a well-managed Efficiency Ratio, and the successful completion of strategic initiatives. The following table shows the 2023 target Annual Cash Incentive Program opportunity for each NEO as percentage of base salary and as a dollar amount:
Annual Cash Incentive Program
| NAME | BASE SALARY | TARGET (AS A PERCENTAGE OF BASE SALARY) | TARGET | | Curtis C. Simard | $716,000 | 55.00% | $393,800 | | Josephine Iannelli | 459,000 | 40.00 | 183,600 | | John M. Mercier | 339,000 | 40.00 | 135,600 | | Marion Colombo | 339,000 | 35.00 | 118,650 | | Jason Edgar | 328,000 | 35.00 | 114,800 |
Annual Cash Incentive Program
The following table shows the specific performance goals of the 2023 annual cash incentive plan:
Annual Cash Incentive Program
| 2023 ANNUAL CASH INCENTIVE PROGRAM | | | | | | | | INCENTIVE MEASURES | WEIGHTS | THRESHOLD | TARGET | STRETCH | ACTUAL | PERFORMANCE FACTOR | | Adjusted Net Income ($thousands)1 | 40.00% | $40,318 | $43,353 | $47,688 | $45,179 | 121% | | Non-Performing Loans/Total Loans2 | 10.00 | 0.51% | 0.38% | 0.32% | 0.18% | 150 | | Efficiency Ratio3 | 10.00 | 59.78% | 58.61% | 57.44% | 58.67% | 98 | | Strategic Initiatives4 | 40.00 | 90.00% | 100.00% | 110.00% | 110.00% | 150 | | Total | | | | | | 133 |
Annual Cash Incentive Program
| 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, 2023 (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, 2023 as measured against total loans |
Annual Cash Incentive Program
| 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 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. |
Annual Cash Incentive Program
Based on the achievement of the performance measures above, all NEOs received 133% of their target incentive opportunity under the Annual Cash Incentive Program for 2023 as summarized in the table below:
Annual Cash Incentive Program
| NAMED EXECUTIVE OFFICER | ACTUAL | TARGET | % OF TARGET | | Curtis C. Simard | $524,416 | $393,800 | 133% | | Josephine Iannelli | 244,497 | 183,600 | 133% | | Marion Colombo | 158,004 | 118,650 | 133% | | John M. Mercier | 180,576 | 135,600 | 133% | | Jason Edgar | 152,877 | 114,800 | 133% |
Annual Cash Incentive Program
Details of the above are disclosed in Threshold, Target and Stretch categories in the “Grants of Plan-Based Awards” table found on page 44 of this proxy statement.
Long-Term Equity Incentives
Long-Term Equity Incentives Our Board utilizes a Long-Term Incentive Program (“LTI”) for senior management members, including the NEOs as part of their total compensation. LTI awards were granted to the NEOs for the 2023-2025 performance period (the “2023-2025 Plan”) under the 2019 Equity Plan, which was approved by our shareholders at the 2019 Annual Meeting of Shareholders. The purpose of the LTI is to align NEOs’ interests with shareholder interests, increase NEO stock ownership, and ensure sound risk management by providing a balanced view of performance and reward over a longer time horizon. The LTI also positions our total compensation opportunities to be competitive with the market to attract and retain strong talent, which is needed to drive our success. The Compensation and Human Resources Committee periodically evaluates the LTI to ensure the target opportunities are market competitive and the goals and metrics are appropriate. LTI awards granted to the NEOs under the 2023-2025 Plan were comprised of restricted stock units subject to performance-based vesting and restricted stock subject to time based vesting. • For the CEO, 61.5% of his LTI award is restricted stock units subject to performance-based vesting and 38.5% restricted stock subject to time-based vesting. • For the other NEOs, their LTI awards are 50% restricted stock units subject to performance-based vesting and 50% restricted stock subject to time-based vesting. Time-vested awards vest incrementally on an annual basis over three years (i.e., 1/3 per year). Awards subject to performance based vesting cliff-vest after a 3-year performance period ends based upon the achievement of performance goals. Target award opportunities were set by the Compensation and Human Resources Committee considering the competitive market, role, and internal equity. Under the 2023-2025 Plan, each NEO has a target award defined as a percentage of base salary as follows:
Long-Term Equity Incentives
| PARTICIPANTS | TOTAL LTI TARGET (% OF SALARY) | | CEO & President | 65% | | EVP, CFO & Treasurer | 40% | | All other NEOs | 35% |
Long-Term Equity Incentives
Under the 2023-2025 Plan, the Compensation and Human Resources Committee granted LTI awards to the NEOs at 120% of target level (based on the mix of restricted stock units and restricted sock described above). Awards were granted above target level to provide recognition of the NEOs’ holistic performance achievements in 2023. The Compensation and Human Resources Committee believes that these achievements will help improve the Company’s long-term performance and shareholder value creation. In addition, compensating NEOs in equity-based compensation aligns NEOs with long-term shareholder interests. See the table “Grants of Plan Based Awards” on page 44 to reference the actual shares that may be earned under the 2023-2025 Plan for each NEO. The following table shows the LTI awards granted to the NEOs in 2023:
Long-Term Equity Incentives
| 2023 LONG-TERM INCENTIVE AWARDS | | | | | NAME | TIME VESTED | PERFORMANCE VESTING AT TARGET | TOTAL OPPORTUNITY | | Curtis C. Simard | $214,786 | $343,658 | $558,445 | | Josephine Iannelli | 110,151 | 110,151 | 220,302 | | Marion Colombo | 71,177 | 71,177 | 142,353 | | John M. Mercier | 71,177 | 71,777 | 142,353 | | Jason Edgar | 68,879 | 68,879 | 137,757 |
Long-Term Equity Incentives
Information pertaining to outstanding equity awards is disclosed in the “Outstanding Equity Awards at Fiscal Year-End 2023” table found on page 44 in this proxy statement.
Vesting of 2020-2022 LTI Awards
Vesting of 2020-2022 LTI Awards On April 23, 2023, restricted stock units subject to performance-based vesting awarded under the LTI for the performance period of January 1, 2020—December 31, 2022 (the “2020-2022 Plan”) vested based on the award metrics selected at the time of the grant. The award metric previously selected under the 2020-2022 Plan for awards subject to performance-based vesting was 3-year average Core ROA relative to a “Comparator Index”. The “Comparator Index” selected was a peer group comprised of the banks listed on the SNL Bank Index for banks between $1.5B to $6B at the time of the grant. The 3-year average Core ROA relative to the “Comparator Index” resulted in a ranking of the 40th percentile and the restricted stock units awarded under the 2020-2022 Plan vested at 66% of target.
Taxation of “Parachute” Payments and Deferred Compensation
Taxation of “Parachute” Payments and Deferred Compensation The NEOs are not entitled to any “gross-up” or other reimbursement payments for any tax liabilities that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code. Sections 280G and 4999 of the Code provide that executive officers, directors who hold significant equity interests in our Company, and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of our Company that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on an executive officer, director or other service provider to the Company in the event that he or she receives “deferred compensation” that does not meet certain requirements of Section 409A of the Code.
Accounting for Stock-Based Compensation
Accounting for Stock-Based Compensation We follow The Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock-based awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, restricted stock unit awards and other forms of equity compensation, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below for equity awards to the NEOs as required by applicable SEC rules.
Summary Compensation Table
Summary Compensation Table The following table discloses compensation for the years ended December 31, 2023, 2022 and 2021 received by the NEOs.
Summary Compensation Table
| NAME AND PRINCIPAL POSITION | YEAR | BASE SALARY RECEIVED1 | STOCK AWARDS2 | NON-EQUITY INCENTIVE PLAN COMPENSATION | ALL OTHER COMPENSATION3 | TOTAL | | Curtis C. Simard 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 | | | 2021 | 674,700 | 438,555 | 506,025 | 42,251 | 1,661,531 | | Josephine Iannelli EVP, CFO and Treasurer | 2023 | 445,600 | 220,302 | 244,497 | 30,674 | 941,073 | | | 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 EVP, Chief Lending Officer | 2023 | 328,900 | 142,353 | 180,576 | 36,125 | 687,954 | | | 2022 | 328,900 | 138,120 | 148,005 | 31,034 | 646,059 | | | 2021 | 319,300 | 111,755 | 143,685 | 31,149 | 605,889 | | Marion Colombo EVP, Director of Retail Delivery | 2023 | 328,900 | 142,353 | 158,004 | 31,763 | 661,020 | | | 2022 | 328,900 | 138,120 | 148,005 | 26,461 | 641,486 | | | 2021 | 319,300 | 111,755 | 143,685 | 25,334 | 600,074 | | Jason Edgar President, Wealth | 2023 | 318,300 | 137,757 | 152,877 | 25,581 | 634,515 | | | 2022 | 318,300 | 133,675 | 143,235 | 22,451 | 617,661 | | | 2021 | 309,000 | 108,150 | 139,050 | 24,440 | 580,640 |
Summary Compensation Table
| 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. |
Summary Compensation Table
The NEOs also participate in certain group life, health and disability insurances and medical reimbursement plans not disclosed in the Summary Compensation Table that are generally available to all employees and do not discriminate in scope, terms and operation. The table below provides detail on the amounts comprising the column entitled “All Other Compensation” contained in the Summary Compensation Table for 2023.
Summary Compensation Table
| NAME | EMPLOYER 401(K) CONTRIBUTION MATCH | MEMBERSHIP DUES | TAXABLE TRAVEL | IMPUTED LIFE INSURANCE | TOTAL | | Curtis C. Simard | $13,200 | $19,193 | $1,349 | $6,537 | $40,279 | | Josephine Iannelli | 13,200 | 9,862 | 2,345 | 5,267 | 30,674 | | Marion Colombo | 13,200 | 10,357 | 1,230 | 6,976 | 31,763 | | John M. Mercier | 13,200 | 12,909 | 440 | 9,575 | 36,125 | | Jason P. Edgar | 13,200 | — | 6,833 | 5,548 | 25,581 |
Summary Compensation Table
| 1. Membership dues include payment of membership or participation fees to fitness, country club, or similar organizations. |
Summary Compensation Table
We may provide non-cash perquisites that are not disclosed in the table above with a de minimis value such as incidental service fee waivers on deposit accounts or safe deposit rental fees, which are generally available to all employees.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information regarding grants of plan-based awards to the NEOs during the last fiscal year.
Grants of Plan-Based Awards
| | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS1 | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS2 | | | ALL OTHER STOCK AWARDS NUMBER OF STOCK UNITS3(#) (j) | GRANT DATE FAIR VALUE OF STOCK AWARDS4 (#) (k) | | NAME (a) | GRANT TYPE (b) | GRANT DATE (c) | THRESHOLD ($) (d) | TARGET ($) (e) | STRETCH ($) (f) | THRESHOLD (#) (g) | TARGET (#) (h) | STRETCH (#) (i) | | | | Curtis C. Simard | Short-term | | $196,900 | $393,800 | $590,700 | | | | | | | | Time-vested | 2/14/2023 | | | | | | | 7,010 | $214,786 | | | Performance | 2/14/2023 | | | | 5,608 | 11,216 | 16,824 | | 343,658 | | Josephine Iannelli | Short-term | | 91,800 | 183,600 | 275,400 | | | | | | | | Time-vested | 2/14/2023 | | | | | | | 3,595 | 110,151 | | | Performance | 2/14/2023 | | | | 1,798 | 3,595 | 5,393 | | 110,151 | | Marion Colombo | Short-term | | 59,325 | 118,650 | 177,975 | | | | | | | | Time-vested | 2/14/2023 | | | | | | | 2,323 | 71,177 | | | Performance | 2/14/2023 | | | | 1,162 | 2,323 | 3,485 | | 71,177 | | John M. Mercier | Short-term | | 67,800 | 135,600 | 203,400 | | | | | | | | Time-vested | 2/14/2023 | | | | | | | 2,323 | 71,177 | | | Performance | 2/14/2023 | | | | 1,162 | 2,323 | 3,485 | | 71,177 | | Jason Edgar | Short-term | | 57,400 | 114,800 | 172,200 | | | | | | | | Time-vested | 2/14/2023 | | | | | | | 2,248 | 68,879 | | | Performance | 2/14/2023 | | | | 1,124 | 2,248 | 3,372 | | 68,879 |
Grants of Plan-Based Awards
| 1. Amounts in columns (d), (e), and (f) represent the possible payouts ranges based on the relevant performance level for the calendar year ended December 31, 2023 under our Annual Cash Incentive Program. More information regarding the terms of the Annual Can Incentive Program can be found in the Compensation Discussion and Analysis. | | 2. Amounts in columns (g), (h), and (i) represent the number of shares subject to performance-vested awards granted in 2023 under the 2019 Equity Plan. More information regarding the terms of the performance-vested awards can be found in the Compensation Discussion and Analysis. | | 3. Represents the number of shares subject to time-vested awards granted to NEOs in 2023 under the 2019 Equity Plan. More information regarding the terms of the time-vested awards can be found in the Compensation Discussion and Analysis | | 4. Fair values of performance awards in column (k) are determined based on target performance level. |
Outstanding Equity Awards at Fiscal Year-End-2023
Outstanding Equity Awards at Fiscal Year-End-2023
Outstanding Equity Awards at Fiscal Year-End-2023
| | STOCK AWARDS | | | | | NAME (a) | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED1 (b) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED1 (c) | EQUITY INCENTIVE PLAN AWARDS; NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED2 (d) | EQUITY INCENTIVE PLAN AWARDS; MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED2 (e) | | Curtis C. Simard | 7,1153 | $208,887 | 22,9167 | $672,814 | | Josephine Iannelli | 3,6484 | 107,095 | 7,3488 | 215,737 | | Marion Colombo | 2,3575 | 69,192 | 4,7479 | 139,372 | | John M. Mercier | 2,3575 | 69,192 | 4,7479 | 139,372 | | Jason Edgar | 2,2816 | 66,960 | 4,59410 | 134,880 |
Outstanding Equity Awards at Fiscal Year-End-2023
| 1. Amounts in column (b) represent shares subject to time-vested awards payable in 2024, 2025 and 2026. The amount in column (c) represents the total value of those shares calculated based on $29.36 per share, the closing price of our common stock on December 31, 2023. | | 2. Amounts in column (d) represent shares subject to performance-vested awards payable in 2024, 2025, and 2026 if paid at target level. The amounts in column (e) represent the total value of those shares on December 31, 2023 at the closing price of $29.36 per share. Our standard (3) year vesting schedule is applied. More information regarding the terms of the performance shares can be found in the Compensation and Discussion Analysis. | | 3. 2,337 shares will vest on April 23, 2026, and 4,778 shares will vest on April 23, 2025 | | 4. 1,198 shares will vest on April 23, 2026, and 2,450 shares will vest on April 23, 2025. |
Outstanding Equity Awards at Fiscal Year-End-2023
| 5. 1,583 shares will vest on April 23, 2026, and 774 shares will vest on April 23, 2025. | | 6. 1,532 shares will vest on April 23, 2026, and 749 shares will vest on April 23, 2025. | | 7. 11,216 shares will vest on April 23, 2026, and 11,700 shares will vest on April 23, 2025. | | 8. 3,595 shares will vest on April 23, 2026, and 3,753 shares will vest on April 23, 2025. | | 9. 2,323 shares will vest on April 23, 2026, and 2,424 shares will vest on April 23, 2025. | | 10. 2,248 shares will vest on April 23, 2026, and 2,346 shares will vest on April 23, 2025. |
Stock Vested in Fiscal Year-End 2023
Stock Vested in Fiscal Year-End 2023
Stock Vested in Fiscal Year-End 2023
| | TIME-VESTED AWARDS1 | | PERFORMANCE VESTED AWARDS1 | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING | VALUE REALIZED ON VESTING1 | NUMBER OF SHARES ACQUIRED ON VESTING | VALUE REALIZED ON VESTING1 | | Curtis C. Simard | 7,140 | $176,501 | 6,897 | $170,494 | | Josephine Iannelli | 3,662 | 90,525 | 2,211 | 54,656 | | Marion Colombo | 2,365 | 58,463 | 1,428 | 35,300 | | John M. Mercier | 2,365 | 58,463 | 1,428 | 35,300 | | Jason Edgar | 2,288 | 56,559 | 1,382 | 34,163 |
Stock Vested in Fiscal Year-End 2023
| 1. This represents the number and dollar value, respectively, of shares issued in 2023 to NEOs pursuant to awards granted under the 2020-2022, 2021-2023 and 2022-2024 LTI plans. Performance shares issued at 66% of target under the 2020-2022 LTI plan. “Value Realized on Vesting” is determined by multiplying the number of shares received upon the vesting of the equity by the closing sales price of the Company’s common stock on the vesting date. Depending on the plan period, the shares subject to time-vested and performance-vested awards must be held for a period of three years after vesting, or in alignment with our stock ownership guidelines. |
Stock Vested in Fiscal Year-End 2023
No NEOs held stock options as of December 31, 2023. No NEOs have pension benefits or participated in any nonqualified deferred compensation plan or supplemental executive retirement plan as of December 31, 2023.
Potential Payments Upon Termination of Employment or Change in Control
Potential Payments Upon Termination of Employment or Change in Control Executive Employment Agreements. We have entered into executive employment agreements with Mr. Simard and Ms. Iannelli. Mr. Simard and Ms. Iannelli are the only NEOs with employment agreements. The agreements provide severance benefits to the executive in connection with termination of employment either by us without “cause” or by the executive for “good reason” (as those terms are defined in the employment agreements). The amount of severance depends, in part, on whether the termination of employment occurs prior to a change in control (“non-CIC severance”), or in anticipation of, or within 12 months after, a change in control (“CIC severance”). In each case, severance payments are conditioned on the executive providing us with a release of claims. The following briefly summarizes the severance benefits payable to each executive under the agreements:
Pay Versus Performance
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.
Pay Versus Performance
| 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 | VALUE OF INITIAL $100 FIXED INVESTMENT BASED ON: | | NET INCOME (IN THOUSANDS) (h)7 | COMPANY — SELECTED MEASURE — ADJUSTED RETURN ON ASSETS (i)8 | | | | | | | TOTAL SHAREHOLDER RETURN (TSR) (f)5 | TSR OF PEER GROUP (g)6 | | | | 2023 | $1,839,140 | $1,637,014 | $731,141 | $694,578 | $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% |
Pay Versus Performance
| 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: |
Pay Versus Performance
| 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 |
Pay Versus Performance
| (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: |
Pay Versus Performance
| 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 |
Pay Versus Performance
| 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: |
Pay Versus Performance
| 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 | $731,141 | $(160,691) | $124,128 | $694,578 |
Pay Versus Performance
| The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay Versus Performance
| 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 |
Pay Versus Performance
| 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. |
PEO and Non-PEO Compensation Actually Paid and TSR and Peer TSR
PEO and Non-PEO Compensation Actually Paid and TSR and Peer TSR
PEO and Non-PEO Compensation Actually Paid and Net Income
PEO and Non-PEO Compensation Actually Paid and Net Income
PEO and Non-PEO Compensation Actually Paid and Adjusted Return on Assets
PEO and Non-PEO Compensation Actually Paid and Adjusted Return on Assets
Key Performance Measurements
| CEO Pay Ratio |
Key Performance Measurements
| CEO PAY RATIO | | | CEO Annual Total Compensation | $1,280,695 | | Median Employee Annual Total Compensation | $57,895 | | CEO to Median Employee Pay Ratio | 22.12 |