DEF 14A of Bar Harbor Bankshares, Mar 19, 2026

DEF 14A of Bar Harbor Bankshares

Filed Mar 19, 2026 · FY20250001104659-26-032086

Open on EDGAR

  1. DIRECTORS AND NOMINEES

    DIRECTORS AND NOMINEES

  2. DIRECTORS AND NOMINEES

    | | DAINA H. BELAIR | AGE: 70 | | MATTHEW L. CARAS, JD | AGE: 69 | | | Director | | | Director | | | | Director since: | 2015 | | Director since: | 2014 | | | Committees: | Audit | | Committees: | Executive | | | | Executive | | | Governance | | | | Bar Harbor Wealth Management | | | Bar Harbor Wealth Management | | | Chair | Governance | | Chair | Board of Directors & | | | | | | | Executive | | | DAVID M. COLTER | AGE: 58 | | LAURI E. FERNALD | AGE: 63 | | | Director | | | Director | | | | Director since: | 2016 | | Director since: | 2005 | | | Committees: | Executive | | Committees: | Governance | | | | Board Risk | | | Executive | | | Chair | Audit | | Chair | Compensation & | | | | | | | Human Resources | | | HEATHER D. JONES | AGE: 55 | | DEBRA B. MILLER | AGE: 68 | | | Director | | | Director | | | | Director since: | 2024 | | Director since: | 2022 | | | Committees: | Audit | | Committees: | Board Risk | | | | Board Risk | | | Governance | | | | Compensation & Human Resources | | | | | | BRIAN D. SHAW | AGE: 57 | | CURTIS C. SIMARD | AGE: 55 | | | Director | | | President and CEO | | | | Director since: | 2023 | | Director since: | 2013 | | | Committees: | Audit | | Committees: | Executive | | | | Compensation & | | | Bar Harbor | | | | Human Resources | | | Wealth Management | | | | | | | Board Risk | | | JAMES E. GRAHAM | AGE:66 | | SCOTT G. TOOTHAKER | AGE: 63 | | | Director | | | Director | | | | Director since: | 2025 | | Director since: | 2003 | | | Committees: | Board Risk | | Committees: | Compensation & Human Resources | | | | Bar Harbor | | | Executive | | | | Wealth Management | | Chair | Bar Harbor Wealth |

  3. DIRECTORS AND NOMINEES

    | PROPOSAL | 1 | PAGE #10 | | OUR BOARD RECOMMENDS A VOTE “FOR” EACH OF THE FOLLOWING DIRECTOR NOMINEES. | | ELECTION OF DIRECTORS | | | | |

  4. DIRECTORS AND NOMINEES

    | | | | Page 10 | 2026 PROXY STATEMENT |

  5. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  6. DIRECTOR NOMINEES

    | Key | | | | | | | | | | | | | | | | | | | | Executive Leadership | Financial Services Industry | Financial Reporting/ Audit/ Capital Planning | Risk Management | Financial Services Compliance/ Legal/ Regulatory | Technology/ Information Security/ Cybersecurity | Mergers & Acquisitions | Human Capital Management | Public Company Experience |

  7. DIRECTOR NOMINEES

    | | Daina H. Belair | | | | | | | | | | Age: 70 | Director Since: 2015 | Independent | | | | | | | | | | | | | | | | | | | Ms. Belair is a retired attorney and a retired 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 Hampshire. | | | | | | | | | | 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 ● Bar Harbor Wealth Management Committee ● Governance Committee (Chair) | | | Reason for Nomination | | | | | | | | | | Ms. Belair’s legal background in the financial services industry and hospitality experience provides valuable guidance to the Board. | | | | | | | | |

  8. DIRECTOR NOMINEES

    | | | | 2026 PROXY STATEMENT | Page 11 |

  9. DIRECTOR NOMINEES

    | | Matthew L. Caras, JD | | | | | | | | Age: 69 | Director Since: 2014 | Independent | | | | | | | | | | | | | | | An attorney and member of the Maine Bar, Mr. Caras practiced commercial law and provided mergers and acquisitions advisory services for 40 years in a broad range of industries regionally and nationally. Mr. Caras also served as a mediator and neutral negotiation facilitator. Mr. Caras, formerly of Cape Elizabeth, Maine, now resides in Arrowsic, Maine. | | | | | | | | Professional and Leadership Highlights: ● Founder and former Managing Director and principal of Leaders, LLC, a mergers and acquisitions firm representing public, private and family-owned businesses ● 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 ● Serves on the Arrowsic, Maine Zoning Board of Appeals ● A.B., cum laude, Bowdoin College; J.D., with honors, University of Connecticut School of Law | | | | | | Committee Memberships: ● Executive Committee (Chair) ● Bar Harbor Wealth Management Committee ● Governance Committee ● Board of Directors (Chair) | | Reason for Nomination | | | | | | | | 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. | | | | | | |

  10. DIRECTOR NOMINEES

    | | David M. Colter | | | | | | | | | | | Age: 58 | 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: ● 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 ● Executive Committee ● Audit Committee (Chair) | | | | Reason for Nomination | | | | | | | | | | | 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. | | | | | | | | | |

  11. DIRECTOR NOMINEES

    | | | | Page 12 | 2026 PROXY STATEMENT |

  12. DIRECTOR NOMINEES

    | | Lauri E. Fernald | | | | | | | Age: 63 | Director Since: 2005 | Independent | | | | | | | | | | | | | Ms. Fernald is the owner of 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 ● Executive Committee ● Compensation and Human Resources Committee (Chair) | | Reason for Nomination | | | | | | | Ms. Fernald’s commercial and community service experience brings a depth of knowledge and perspective to the Board and the markets we serve. | | | | | |

  13. DIRECTOR NOMINEES

    | | James E. Graham | | | | | | | Age:66 | Director Since:2025 | | | | | | | | | | | | | Professional and Leadership Highlights: ● Served as President & Chief Executive Officer of Guaranty Bancorp, Inc and Woodsville Guaranty Savings Bank from 1995 to 2025. Joined the Board of Directors of Woodsville Guaranty Savings Bank in September 1996 and the Board of Directors of Guaranty Bancorp, Inc in 1998. Mr. Graham was employed with Woodsville Guaranty Savings Bank from 1979 through July 2025 at which time he joined the BHB Board with the sale of Guaranty Bancorp, Inc. to BHB | | | | | Committee Memberships: ● Board Risk Committee ● Bar Harbor Wealth Management Committee | | Reason for Nomination | | | | | | | Mr. Graham’s extensive banking background, including all facets of risk and planning, and his knowledge of the newly acquired geographic markets. | | | | | |

  14. DIRECTOR NOMINEES

    | | | | 2026 PROXY STATEMENT | Page 13 |

  15. DIRECTOR NOMINEES

    | | Heather D. Jones | | | | | | | Age: 55 | Director Since: 2024 | 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: ● Serving on the Town of Mt. Desert’s Comprehensive Plan Committee ● 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: ● Audit Committee ● Board Risk Committee ● Compensation & Human Resources Committee | | Reason for Nomination | | | | | | | 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. | | | | | |

  16. DIRECTOR NOMINEES

    | | | | Page 14 | 2026 PROXY STATEMENT |

  17. DIRECTOR NOMINEES

    | | Debra B. Miller | | | | | | | | | Age: 68 | 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 oversaw 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: ● Board Risk Committee ● Governance Committee | | Reason for Nomination | | | | | | | | | 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. | | | | | | | |

  18. DIRECTOR NOMINEES

    | | Brian D. Shaw | | | | | | | Age: 57 | 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 ● Current 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 ● Compensation & Human Resources Committee | | Reason for Nomination | | | | | | | Mr. Shaw’s executive leadership and commercial service experience brings a depth of knowledge and perspective to the Board and the markets we serve. | | | | | |

  19. DIRECTOR NOMINEES

    | | | | 2026 PROXY STATEMENT | Page 15 |

  20. DIRECTOR NOMINEES

    | | Curtis C. Simard | | | | | | | | | | | Age: 55 | Director Since: 2013 | | | | | | | | | | | | | | | | | | | | | Mr. Simard has served as our President and Chief Executive Officer since 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 | | | | Reason for Nomination | | | | | | | | | | | 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. | | | | | | | | | |

  21. DIRECTOR NOMINEES

    | | Scott G. Toothaker | | | | | | | | | Age: 63 | Director Since: 2003 | Independent | | | | | | | | | | | | | | | | | Mr. Toothaker serves as the Office Managing Director of CBIZ, LLC, an international accounting and advisory firm with locations throughout the United States. Mr. Toothaker resides in Hollis, 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: ● Executive Committee ● Compensation & Human Resources Committee ● Bar Harbor Wealth Management Committee (Chair) | | Reason for Nomination | | | | | | | | | As a practicing CPA, Mr. Toothaker has experience across business and personal financial management that is well suited in his role as a director. | | | | | | | |

  22. DIRECTOR NOMINEES

    | | | | Page 16 | 2026 PROXY STATEMENT |

  23. Compensation of Directors

    Compensation of Directors For 2025, the compensation of independent directors of our Company and our subsidiaries, BHBT and BHWM, consisted of quarterly cash retainer payments and an equity award. All directors receive one board retainer payment for their service as outlined below. Additional retainers are paid for the Board Chair and Committee Chairs as outlined below. The CEO does not receive compensation for service as a director. The Compensation and Human Resources Committee oversees director compensation. We regularly review the compensation practices of the peer companies, which include the same peer companies used for our executive benchmarking study. The Board believes that providing a significant portion of director compensation in equity will reinforce the alignment with shareholder interests. Board retainers and the Board Chair retainer were increased in 2025 based on the results of our benchmarking study conducted in November 2024. There were no changes to Committee Chair retainers or equity grants. In November 2025, each independent director was awarded 1,349 restricted shares of our common stock under the Bar Harbor Bankshares 2019 Equity Plan (“2019 Equity Plan”), valued at $39,971 per director on the date of the grant. These restricted shares are fully vested, but may not be sold, transferred or gifted by any director until three months after such director leaves the service of the Board.

  24. Compensation of Directors

    | ANNUAL DIRECTOR COMPENSATION |

  25. Compensation of Directors

    | BASE COMPENSATION FOR ALL DIRECTORS | ADDITIONAL COMPENSATION FOR ADDITIONAL SERVICE | | | | | | | | | | | 2024 | 2025 | | | | Amounts | Amounts | | | Chair of the Board Retainer | $32,000 | $35,000 | | | 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 |

  26. Compensation of Directors

    | | | | 2026 PROXY STATEMENT | Page 23 |

  27. Compensation of Directors

    The following tables set forth certain information, as of March 2, 2026 (except to the extent indicated otherwise in the footnotes below) with respect to (a) the beneficial ownership of our common stock and depositary shares held by (1) each of our directors and Director Nominees, (2) each of our named executive officers, and (3) all of our current directors, Director Nominees and executive officers as a group, and (b) shareholders known to us to beneficially own more than 5% of our common stock (based solely on the information reported by such persons in their most recent Schedule 13D and 13G filings with the SEC). For purposes of these tables, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 of the Exchange Act. In general, beneficial ownership includes any shares of common stock or depositary shares as to which the individual has sole or shared voting or investment power. None of these persons has any right to acquire shares of our common stock or depositary shares, as applicable, within 60 days of March 2, 2026 through the exercise of any option, warrant or other right. None of the shares listed below are pledged as security. Fractional shares have been rounded down to the nearest whole share for purposes of this table. Percentage ownership is calculated based on 16,742,104 shares of our common stock, net of treasury shares, outstanding as of March 2, 2026. Unless otherwise indicated, the address of all individuals listed below is 82 Main Street, PO Box 400, Bar Harbor, Maine, 04609.

  28. Compensation of Directors

    | | | AMOUNT OF | | PERCENT | | | TITLE OF | BENEFICIAL | | OF | | NAME OF BENEFICIAL OWNERS | CLASS | OWNERSHIP | FOOTNOTES | CLASS(1) | | 5% or more beneficial owners | | | | | | FMR LLC | Common | 1,146,749 | (2) | 6.86% | | BlackRock, Inc. | Common | 1,159,246 | (3) | 6.94% | | Dimensional Fund Advisors LP | Common | 807,635 | (4) | 4.83% | | The Vanguard Group Inc. | Common | 758,647 | (5) | 4.54% | | DIRECTORS & DIRECTOR NOMINEES | | | | | | Belair, Daina H. | Common | 13,427 | (6) | * | | Caras, Matthew L. | Common | 21,999 | | * | | Colter, David M. | Common | 12,235 | | * | | Fernald, Lauri E. | Common | 21,804 | (7) | * | | Graham, James E. | Common | 56,775 | (8) | | | Jones, Heather D. | Common | 2,517 | | * | | Miller, Debra B. | Common | 5,261 | | * | | Shaw, Brian D. | Common | 18,879 | | * | | Simard, Curtis C. | Common | 146,259 | (11) | * | | Smith, Kenneth E. | Common | 28,932 | (9) | * | | Toothaker, Scott G. | Common | 47,452 | (10) | * | | NAMED EXECUTIVE OFFICERS | | | | | | Iannelli, Josephine | Common | 50,485 | (11) | * | | Colombo, Marion | Common | 30,746 | (11) | * | | Mercier, John M. | Common | 26,574 | (11) | * | | Edgar, Jason P. | Common | 23,810 | (11) | * | | All directors and executive officers as a group (18 persons) | | 563,116 | | 3.37% |

  29. Compensation of Directors

    * Represents less than 1% of total ** Named Executive Officers includes Curtis Simard, who is listed above as he serves as CEO, President and Director.

  30. Compensation of Directors

    | 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 March 31, 2025 as filed with the SEC on Schedule 13G/A on May 12, 2025. The address of FMR LLC is 245 Summer Street, Boston, MA 02210. | | 3. | BlackRock, Inc, holdings are disclosed based on their ownership as of September 30, 2025, as filed with the SEC on Schedule 13G/A on October 17, 2025. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. |

  31. Compensation of Directors

    | | | | Page 24 | 2026 PROXY STATEMENT |

  32. Compensation of Directors

    | 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. | | 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. | | 6. | Includes 1,670 shares owned by Ms. Belair’s spouse. | | 7. | Includes 2,137 shares owned by Ms. Fernald’s mother over which Ms. Fernald has been granted power of attorney. | | 8. | Includes (a) 6,185 shares held jointly with Mr. Graham’s family members and (b) 49,228 shares held by the Teresa Graham Revocable Trust of which Mr. Graham is the trustee. | | 9. | Includes 4,678 shares over which voting and dispositive powers are shared jointly with Mr. Smith’s spouse. | | 10. | Includes 8,976 shares over which voting and dispositive powers are shared with Mr. Toothaker’s spouse. | | 11. | 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 2, 2026 record date under the long-term incentive plans. These ownership positions are set forth in the table below: |

  33. Compensation of Directors

    | | | | LONG TERM | | | | | INCENTIVE | | | DIRECT | 401(k) PLAN | EQUITY | | NAME | (a) | (b) | (c) | | Simard, Curtis C. | 132,896 | 2,147 | 11,216 | | Iannelli, Josephine | 46,890 | — | 3,595 | | Colombo, Marion | 28,423 | — | 2,323 | | Mercier, John M. | 24,251 | — | 2,323 | | Edgar, Jason P. | 21,562 | — | 2,248 |

  34. Compensation of Directors

    | | | | 2026 PROXY STATEMENT | Page 25 |

  35. Compensation of Directors

    Below is a list of our Executive Officers, including their ages and positions with us and our subsidiaries BHBT, and BHWM as of March 2, 2026. Our Bylaws provide that our Board elect executive officers annually. The Bylaws further provide the President and CEO, Chairman and Vice Chairman, if any, shall serve at the pleasure of the Board or until their successors have been chosen and qualified. All other officers serve at the pleasure of the Board and the CEO. There are no arrangements or understandings between any of the directors, executive officers, or any other persons pursuant to which the above directors have been selected as directors or any of the above officers have been selected as officers. There are no “family relationships” (as defined by the SEC) between any director, executive officer, or person nominated or chosen by us to become a director or executive officer.

  36. Compensation of Directors

    | CURTIS C. SIMARD — Director, President and CEO |

  37. Compensation of Directors

    | Age: 55 Since: 2013 Positions with Subsidiaries: President and CEO of BHBT since June 2013. Director of BHBT since June 2013. Director of BHWM and its predecessor 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 of 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 Mr. Simard’s position as our President and CEO, his extensive track record of success in banking throughout New England, and his leadership of our company provide him with considerable insight into our opportunities, challenges and operations. |

  38. Compensation of Directors

    | | | | Page 26 | 2026 PROXY STATEMENT |

  39. Compensation of Directors

    | JOSEPHINE IANNELLI — Executive Vice President, Chief Financial Officer and Treasurer |

  40. Compensation of Directors

    | Age: 53 Since: 2016 Positions with Subsidiaries: Executive Vice President, Chief Financial Officer, and Treasurer of BHBT since 2016. Chief Financial Officer and Treasurer of BHWM since 2022. | Ms. Iannelli joined the Bank in October 2016 as Executive Vice President, Chief Financial Officer and Treasurer. Prior to joining the Bank, Ms. Iannelli served as Senior Executive Vice President, Chief Financial Officer and Treasurer of Berkshire Hills Bancorp in Pittsfield, Massachusetts. She began her career at KPMG and subsequently KeyCorp. She also served in various roles at National City Corporation starting in 2002 up to and including the acquisition and integration into PNC Financial Services Group. Ms. Iannelli resides in Hinckley, Ohio. Professional and Leadership Highlights: ● Holds a BS in Accounting from Baldwin Wallace University ● Serves as a member of the Board of Directors, Secretary and Chair of the Audit Committee for the Maine Seacoast Mission ● Served as a member of the Board of Trustees and Chair of the Finance Committee for Camp Beech Cliff ● Owned her own consulting company serving both national and international publicly traded clients In these varying roles, Ms. Iannelli’s experience and expertise encompass senior financial leadership in accounting policy, financial planning and analytics, treasury, investor relations, SEC and regulatory reporting, investment management, tax, and mergers and acquisitions. |

  41. Compensation of Directors

    | MARION COLOMBO |

  42. Compensation of Directors

    | Age: 60 Since: 2018 Positions with Subsidiaries: Executive Vice President, Chief Retail Officer of BHBT | Ms. Colombo joined our Company in February 2018 as Executive Vice President, Chief Retail Officer. She is responsible for retail strategy, delivery and support working with teams to ensure that our customer experience is consistent with outstanding service across all locations in Maine, New Hampshire and Vermont. She has demonstrated the ability to partner with business lines to advance wallet share beyond the branch environment. Ms. Colombo resides in York, Maine. Professional and Leadership Highlights: ● Prior to joining the Bank, Ms. Colombo served in multiple leadership roles at TD Bank for 30 years. She served as Market President of Retail for TD Bank in Boston, Massachusetts from 2009 to 2018 where she was responsible for the retail strategy for 110 de novo branches across Greater Boston and Rhode Island ● Past recipient of the Abigail Adams award from the Massachusetts Women’s Political Caucus, recognizing her as an Outstanding Woman Leader ● Served with the United Way, Boston Partners in Education, and other nonprofits having been recognized for extraordinary support of women in the workplace Ms. Colombo’s in-depth knowledge of retail banking and her strong leadership skills and experience provide significant expertise in this important segment of our business. |

  43. Compensation of Directors

    | | | | 2026 PROXY STATEMENT | Page 27 |

  44. Compensation of Directors

    | JOHN M. MERCIER |

  45. Compensation of Directors

    | Age: 62 Since: 2018 Positions with Subsidiaries: Executive Vice President, Chief Lending Officer of BHBT since 2018. | Mr. Mercier has served as our Executive Vice President and Chief Lending Officer since October 1, 2018. He joined our Company in April 2017 as Executive Vice President, Senior Loan Officer for New Hampshire and Vermont. His banking career spans more than 40 years with significant lending experience in many types of lending, across segments, and through various economic cycles. Prior roles have included various initiatives at Citizens Bank, KeyCorp, TD Bank, and Primary Bank. Mr. Mercier resides in Manchester, New Hampshire. Professional and Leadership Highlights: ● Received a BS in Finance from Bentley College ● Graduate of the New England School of Banking ● Serves as a member of the Manchester, NH Police Commission ● Past member of the Board of Trustees of the Elliot Health System ● Past Chairman and Trustee Emeritus of Southern New Hampshire Health System ● Past Chairman of the Manchester-Boston Regional Airport Authority ● Past Trustee of various nonprofits including the Granite United Way, New Hampshire Institute of Art, and the Manchester Boys & Girls Club In his role, Mr. Mercier’s experience provides for the effective planning, development and implementation of the Bank’s long-term lending strategies, including initiatives such as portfolio mix, growth strategies and market penetration objectives. |

  46. Compensation of Directors

    | JASON EDGAR |

  47. Compensation of Directors

    | Age: 49 Since: 2019 Positions with Subsidiaries: Hired in 2019 as President of both BHTS and CTC; President of BHWM since 2022. | Mr. Edgar joined our company in June 2019 as President of Bar Harbor Trust Services and Charter Trust Company, which merged into one entity as of May 1, 2022, BHWM. He is responsible for setting the strategic direction of Wealth Management and managing the day-to-day business of BHWM. Mr. Edgar has over 20 years of experience in the Wealth Management industry. Mr. Edgar resides in Atkinson, New Hampshire. Professional and Leadership Highlights: ● Prior to joining the Bank, Mr. Edgar served in multiple leadership roles at Berkshire Hills Bancorp. He served as the Chief Investment Officer and Director of Wealth Management from 2016 to 2019. In his position at Berkshire Bank, he was responsible for overseeing the strategic direction and daily management of the business line. Prior to that role Mr. Edgar was the New England Regional Leader for Berkshire Hills Bancorp. Prior to Berkshire Hills Bancorp, Mr. Edgar was a Senior Officer overseeing the investment process at Enterprise Bank. ● He received a BA Degree in Political Science from the University of Connecticut. Mr. Edgar’s strong wealth management experience, deep industry knowledge and significant leadership skills provide expertise in this important segment of our business. |

  48. Compensation of Directors

    | | | | Page 28 | 2026 PROXY STATEMENT |

  49. Compensation of Directors

    | ALISON DIPAOLA |

  50. Compensation of Directors

    | Age: 38 Since: 2022 Positions with Subsidiaries: Senior Vice President, Chief Human Resources Officer of BHBT | Ms. DiPaola has served as our Senior Vice President, Chief Human Resources Officer since April 2022. After almost five years at another financial institution, she joined the Company in June of 2013 and has held roles of progressive responsibility. Ms. DiPaola is responsible for all Human Resources functions such as compensation, payroll, benefits, employee relations, learning and development, performance management, and talent acquisition. She resides in Claremont, New Hampshire. Professional and Leadership Highlights: ● Received a BS in Business Administration from the University of New Hampshire and an MSHRM from Southern New Hampshire University ● Maintains her Society for Human Resource Management, Senior Certified Professional credential (SHRM-SCP) ● Graduate of the New England School of Financial Studies and Northern New England School of Banking In her role, Ms. DiPaola’s Human Resources education, certifications, and experience throughout banking make her effective in managing our Human Resources function across all three states. |

  51. Compensation of Directors

    | JOSEPH P. SCULLY |

  52. Compensation of Directors

    | Age: 64 Since: 2021 Positions with Subsidiaries: Senior Vice President, Chief Information & Operations Officer of BHBT since April, 2021 | Mr. Scully is the Chief Information and Operations Officer at the Bank and is responsible for guiding the bank’s Technology, Project Management, Real Estate Management, and Digital-Deposit/Loan Operations functions. Mr. Scully has nearly four decades of experience working in the Department of Defense and Financial Services verticals. He has supervised Information Technology & Security, Fraud, Project Management, Facilities, and Card Operations departments throughout his career and has served on multiple banking and security industry committees during the last 20 years. Since arriving at the Bank, Mr. Scully has spearheaded the modernization of our enterprise infrastructure and has played key roles in a majority of the Bank’s strategic initiatives, including merger and acquisition projects. Mr. Scully resides in Plymouth, Maine. Professional and Leadership Highlights: ● Past FS-ISAC Payments Risk Council Member Mr. Scully holds an Associate’s degree of Applied Science from Edison State Community College in Ohio. Mr. Scully is a proud US Army veteran, having served in the Military Intelligence branch of the US Army. |

  53. Compensation of Directors

    | | | | 2026 PROXY STATEMENT | Page 29 |

  54. Compensation of Directors

    | JOHN M. WILLIAMS, II |

  55. Compensation of Directors

    | Age: 35 Since: 2021 Positions with Subsidiaries: Senior Vice President, Chief Risk Officer of BHBT since April, 2021 | Mr. Williams has served as our Senior Vice President, Chief Risk Officer since April 2021, and had served in varying and progressively higher roles of responsibilities within the risk management function at the Company since December 2014. Mr. Williams was deeply involved with the Bank’s M&A activity, including work relative to due diligence reviews and leading risk-related integrations for each transaction. Prior to that, Mr. Williams served in various risk management capacities at another Maine-based financial institution. Mr. Williams resides in Clifton, Maine. Professional and Leadership Highlights: ● Received a BA in Economics from Yale University ● Present Select Board member of the Town of Clifton and past Board Member of several community and non-profit initiatives, including the Town of Clifton Planning Board and TIF Committee and Northern Light Eastern Maine Medical Center Institutional Review Board ● Significant involvement in the Company’s M&A activity Mr. Williams’ leadership skills, education, and enterprise risk management experience to include fraud, information security, compliance and credit administration make him well-suited to lead the overall risk management culture throughout the organization. |

  56. Compensation of Directors

    | | | | Page 30 | 2026 PROXY STATEMENT |

  57. 2025 Director Compensation

    2025 Director Compensation The following table details the total compensation paid to directors in 2025. Directors received no additional compensation or perquisites for their service other than that set forth in the table below.

  58. 2025 Director Compensation

    | | FEES EARNED | RESTRICTED | | | | OR PAID | STOCK | | | NAME | IN CASH(1) | AWARDS(2) | TOTAL | | Daina H. Belair | $50,000 | $39,971 | $89,971 | | Matthew L. Caras | 75,000 | 39,971 | 114,971 | | David M. Colter | 52,000 | 39,971 | 91,971 | | James E. Graham(3) | 16,667 | 39,971 | 56,638 | | Lauri E. Fernald | 50,000 | 39,971 | 89,971 | | Heather D. Jones | 40,000 | 39,971 | 79,971 | | Debra B. Miller | 40,000 | 39,971 | 79,971 | | Brian D. Shaw | 40,000 | 39,971 | 79,971 | | Kenneth E. Smith(4) | 50,000 | 39,971 | 89,971 | | Scott C. Toothaker | 50,000 | 39,971 | 89,971 | | Totals | $463,667 | $359,754 | $743,996 |

  59. 2025 Director Compensation

    | 1. | Fees earned include all retainers earned in 2025. | | 2. | Represents the aggregate grant date fair value computed in accordance with ASC 718 of 1,349 restricted shares earned in 2025 and granted on November 14, 2025, to each independent director as part of their compensation, calculated at the closing price on the day of the grant. | | 3. | Mr. Graham joined our Board effective August 1, 2025. He received a prorated cash retainer for his service. The equity grant was awarded to Mr. Graham in full as he was a member of our Board on the date equity awards were granted. | | 4. | 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. |

  60. 2025 Director Compensation

    | | | | Page 32 | 2026 PROXY STATEMENT |

  61. 2025 Director Compensation

    Approval, on a Non-Binding Advisory Basis, the Compensation of our Named Executive Officers Our shareholders have the opportunity at the Annual Meeting to vote to approve, on a non-binding, advisory basis, the compensation of our NEOs, as disclosed in this proxy statement in accordance with SEC rules. Each year, our Compensation and Human Resources Committee reviews our NEOs performance using a balanced and disciplined approach to determine base salaries and variable compensation awards. The approach for 2025 included a full-year assessment of financial results, contributions of the executives to the overall performance of the business, and progress delivering on our short- and long-term strategic goals. The Compensation and Human Resources Committee considers various factors that collectively indicate successful management of our business, including: i) overall corporate performance; ii) individual performance, including financial and non-financial measures; iii) the manner in which results are achieved; iv) adherence to risk and compliance policies, as well as the quality of earnings; v) accountability in driving a strong risk management culture and other core values of our company; vi) our year-over-year performance relative to our established risk metrics; and vii) our performance relative to our peer competitor group. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act enable our shareholders to vote to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers, as described below in this proxy statement. This vote does not address any specific item of compensation, but rather the overall compensation of our NEOs and our compensation philosophy, policies and practices, as disclosed in this proxy statement. At the 2024 annual meeting of shareholders, the shareholders voted in favor of holding “Say-on-Pay” votes every year, and the Board adopted this standard. The Compensation and Human Resources Committee has and will continue to consider the outcome of future advisory, non-binding “Say on Pay” votes when reviewing and planning future executive compensation arrangements. Past shareholder votes have been overwhelmingly in favor of our programs and practices, and the Compensation and Human Resources Committee viewed these results as evidence that shareholders continue to support the Company’s executive compensation policies and practices. The NEOs in this proxy statement are Curtis C. Simard, Josephine Iannelli, Marion Colombo, John M. Mercier, and Jason Edgar. The compensation of our NEOs is disclosed in the “Compensation Discussion and Analysis” section, the summary compensation table, and the other related tables and narrative disclosure contained elsewhere in this proxy statement. As discussed in those disclosures, our Board believes that our executive compensation philosophy, policies, and procedures provide a strong link between each NEO’s compensation and our short- and long-term performance. We are asking our shareholders to indicate their support of our NEO compensation as described in this proxy statement. This proposal will be presented at the Annual Meeting as a resolution in substantially the following form: RESOLVED, on an advisory basis, that the compensation paid to the Named Executive Officers, as disclosed in the proxy statement for this 2026 Annual Meeting of Shareholders pursuant to compensation disclosure rules of the Securities and Exchange Commission, including the “Compensation Discussion and Analysis” section, the related executive compensation tables and narrative discussion, is hereby APPROVED. This vote is advisory and therefore not binding on us, the Compensation and Human Resources Committee or the Board. However, the Board and the Compensation and Human Resources Committee value the opinions of our shareholders and to the extent there is any significant vote against the NEO compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns, and the Compensation and Human Resources Committee will evaluate whether any actions are necessary to address those concerns.

  62. Summary of 2025 Compensation Decisions

    | | Approved 3% base salary increases for all NEOs | | | Paid annual cash incentives at 150% of target based on corporate and individual performance | | | Approved the vesting of 2022-2024 performance-based restricted stock units at 123.2% of target based on the achievement of applicable performance goals | | | Granted annual equity awards pursuant to our Long-Term Incentive Plan |

  63. Executive Compensation Governance

    | What We Do: | What We Don't 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 | ● 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 |

  64. The Role of Compensation Consultants

    The Role of Compensation Consultants The Compensation and Human Resources Committee has utilized, and expects to continue to utilize, various outside consultants, actuaries and attorneys to assist in developing and implementing the essential components of our executive 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 2025.

  65. The Role of Compensation Consultants

    | | | | 2026 PROXY STATEMENT | Page 35 |

  66. The Role of Compensation Consultants

    Meridian provided the following services:

  67. The Role of Compensation Consultants

    | ● | current market-based total compensation guidelines to assist in establishing appropriate and ongoing base compensation and incentive compensation opportunities for our NEOs |

  68. The Role of Compensation Consultants

    | ● | guidance and market comparisons for the long-term incentive program under our approved equity plan |

  69. The Role of Compensation Consultants

    | ● | a comprehensive review of our compensation program for our directors; and |

  70. The Role of Compensation Consultants

    | ● | an annual review of peer group and benchmarking analysis |

  71. The Role of Compensation Consultants

    The Compensation and Human Resources Committee has assessed the relationships between 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.

  72. Role of the Compensation and Human Resources Committee

    | ● | Set CEO compensation: Each year by establishing performance goals, evaluating results, and approving all pay elements (salary, incentives, equity, benefits), taking shareholder Say-on-Pay feedback into account |

  73. Role of the Compensation and Human Resources Committee

    | ● | Oversee all incentive and equity compensation plans, including adopting, amending, terminating, and administering plans as well as approving award recipients, amounts, and terms |

  74. Role of the Compensation and Human Resources Committee

    | ● | Approve employment agreements, severance terms, and change-in-control protections for the CEO and other senior executives, including perquisites and any compensatory arrangements |

  75. Role of the Compensation and Human Resources Committee

    | ● | Review compensation-related compliance, disclosures, and risks, including CD&A review and approval, director compensation, risk assessments, benefit plans, and administration of the Company’s Clawback Policy. |

  76. Market Benchmarking and Performance Comparisons

    Market Benchmarking and Performance Comparisons Our executive compensation is set to be competitive for comparable positions at peer companies. The Compensation and Human Resources Committee reviews competitive market information, including the Compensation Peer Group data from public disclosures and published surveys. The Committee reviews the Compensation Peer Group annually to ensure its continued appropriateness. The Committee used the following criteria to select the members of the Compensation Peer Group to set 2025 compensation (“2025 Compensation Peer Group”):

  77. Market Benchmarking and Performance Comparisons

    | ● | Financial institutions (e.g., regional banks) |

  78. Market Benchmarking and Performance Comparisons

    | ● | Assets between $2.0 billion and $8.0 billion |

  79. Market Benchmarking and Performance Comparisons

    | ● | Located in the Northeast region and New York, excluding the New York City metro area, and Northern Pennsylvania. |

  80. Market Benchmarking and Performance Comparisons

    The 2025 Compensation Peer Group consists of 18 peer banks as shown below (and reflecting a minor change from the 2024 Compensation Peer Group; as Cambridge Bancorp was replaced with Arrow Financial due to a merger):

  81. Market Benchmarking and Performance Comparisons

    | INSTITUTION NAME | TICKER | | Arrow Financial Corporation | AROWS | | Bankwell Financial Group, Inc. | BWFG | | 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 |

  82. Market Benchmarking and Performance Comparisons

    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 relying on a formula-based model, the Committee retains discretion to assess this information in the context of each NEO's overall performance, thereby more accurately reflecting individual contributions that cannot be quantified with absolute precision.

  83. Market Benchmarking and Performance Comparisons

    | | | | 2026 PROXY STATEMENT | Page 37 |

  84. Compensation Plan Components

    | FISCAL YEAR 2025 COMPENSATION COMPONENTS | | | DESCRIPTION | HOW PAID | | Base Salary | Salary is 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 or personal use of a Company car, 401 (k) matching contributions under our 401 (k) plan and the value of employer provided life insurance. |

  85. 2025 Executive Annual Incentive Program

    2025 Executive Annual Incentive Program In 2025, the NEOs participated in the 2025 Executive Annual Incentive Program (the “Annual Cash Incentive Program”), which was designed to reward 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 BRC both review the plan design to ensure it does not encourage undue risk, and the plan administration incorporates sound risk management protocol. The Compensation and Human Resources Committee and its compensation consultant regularly review the target incentive opportunity for each NEO under the Annual Cash Incentive Program to ensure alignment with market practices and each NEO has a target incentive opportunity that reflects his/her role and competitive market practices. The performance measures for 2025 were unchanged from the prior year. 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 Compensation and Human Resources Committee set each financial measure’s threshold, target, and stretch goals based on the strategic plan and board-approved budget. The payout ranges from 0% to 150% of the target incentives, depending on the performance achievements. Performance between threshold and stretch is rewarded incrementally by a straight-line interpolation. The following table shows the 2025 target Annual Cash Incentive Program opportunity for each NEO as a percentage of base salary and as a dollar amount:

  86. 2025 Executive Annual Incentive Program

    | | | TARGET | | | | | (AS A | | | | | PERCENTAGE OF | | | NAME | BASE SALARY | BASE SALARY) | TARGET | | Curtis C. Simard | $760,000 | 55.00% | $418,000 | | Josephine Iannelli | 487,000 | 40.00 | 194,800 | | John M. Mercier | 361,000 | 40.00 | 144,400 | | Marion Colombo | 361,000 | 35.00 | 126,350 | | Jason Edgar | 358,000 | 35.00 | 125,300 |

  87. 2025 Executive Annual Incentive Program

    | | | | 2026 PROXY STATEMENT | Page 39 |

  88. 2025 Executive Annual Incentive Program

    The following table shows the specific performance goals of the 2025 Executive Annual Incentive Program:

  89. 2025 Executive Annual Incentive Program

    | 2025 EXECUTIVE ANNUAL INCENTIVE PROGRAM | | | | | | | | INCENTIVE MEASURES | WEIGHTS | THRESHOLD | TARGET | STRETCH | ACTUAL | PERFORMANCE FACTOR | | Adjusted Net Income ($thousands)(1) | 40.00% | $37,065 | $39,855 | $43,841 | $52,113 | 150% | | Non-Performing Loans/Total Loans(2) | 10.00 | 0.80% | 0.60% | 0.50% | 0.32% | 150 | | Efficiency Ratio(3) | 10.00 | 64.98% | 63.71% | 62.44% | 59.23% | 150 | | Strategic Initiatives(4) | 40.00 | n/a | n/a | n/a | stretch | 150 | | Total | | | | | | 150 |

  90. 2025 Executive Annual 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, 2025 (the “10-K”). Additional adjustments may be made based on approval by the Compensation and Human Resources Committee. However, no additional adjustment were made for 2025. Adjusted net income includes but is not limited to gains 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, 2025 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” 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 the company for long-term performance growth and durability. |

  91. 2025 Executive Annual Incentive Program

    Based on the achievement of the performance measures above, all NEOs received 150% of their target incentive opportunity under the Annual Cash Incentive Program for 2025 as summarized in the table below:

  92. 2025 Executive Annual Incentive Program

    | | | | % OF | | NAMED EXECUTIVE OFFICER | ACTUAL | TARGET | TARGET | | Curtis C. Simard | $627,000 | $418,000 | 150% | | Josephine Iannelli | 292,200 | 194,800 | 150% | | John M. Mercier | 216,600 | 144,400 | 150% | | Marion Colombo | 189,525 | 126,350 | 150% | | Jason Edgar | 187,950 | 125,300 | 150% |

  93. 2025 Executive Annual 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 45 of this proxy statement.

  94. Long-Term Equity Incentives

    Long-Term Equity Incentives The Compensation and Human Resources Committee utilizes a Long-Term Incentive (“LTI”) program for senior management members, including the NEOs as part of their total compensation package. LTI awards were granted to the NEOs in 2025 under the 2019 Equity Plan, which was approved by our shareholders at the 2019 Annual Meeting of Shareholders. The purpose of the LTI program 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 program 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 program to ensure the target opportunities are market competitive and the goals and metrics are appropriate. 2025 LTI awards granted to the NEOs Plan were comprised of restricted stock units subject to performance-based vesting and restricted stock subject to time based vesting.

  95. Long-Term Equity Incentives

    | ● | 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. |

  96. Long-Term Equity Incentives

    | ● | 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. |

  97. Long-Term Equity Incentives

    | | | | Page 40 | 2026 PROXY STATEMENT |

  98. Long-Term Equity Incentives

    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 three-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. For the 2025 award, each NEO has a target award defined as a percentage of base salary as follows:

  99. Long-Term Equity Incentives

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

  100. Long-Term Equity Incentives

    The Committee can vary the award amounts from the target to reflect performance, contribution, and special circumstances. The Committee granted 2025 LTI awards to the NEOs at target level (based on the mix of restricted stock units and restricted stock described above). See the table “Grants of Plan Based Awards” on page 45 to reference the actual shares that may be earned under the 2024-2026 Plan for each NEO. The following table shows the LTI awards granted to the NEOs in 2025:

  101. Long-Term Equity Incentives

    | 2025 LONG-TERM INCENTIVE AWARDS | | | | | | | PERFORMANCE | TOTAL | | NAME | TIME VESTED | VESTING AT TARGET | OPPORTUNITY | | Curtis C. Simard | $190,190 | $303,810 | $494,000 | | Josephine Iannelli | 97,400 | 97,400 | 194,800 | | Marion Colombo | 63,175 | 63,175 | 126,350 | | John M. Mercier | 63,175 | 63,175 | 126,350 | | Jason Edgar | 62,650 | 62,650 | 125,300 |

  102. Long-Term Equity Incentives

    Information pertaining to outstanding equity awards is disclosed in the “Outstanding Equity Awards at Fiscal Year-End 2025” table found on page 46 in this proxy statement.

  103. 2025 PERFORMANCE-BASED AWARD METRICS

    2025 PERFORMANCE-BASED AWARD METRICS The performance measures for the performance-based restricted stock units have remained unchanged since 2022. Relative Core Return on Assets (“Core ROA”) and relative Core Return on Equity (“Core ROE”) were selected as the performance measures for awards granted under the 2025-2027 Plan subject to performance-based vesting conditions since these measures reflect our growth strategy and our strategic plan. We will measure our performance against a Custom Industry Index for the 2025-2027 performance period. The Custom Industry Index is objectively determined and includes exchange-traded banks and thrifts with assets between $2.0 billion and $10 billion and headquartered in the Northeast and Mid-Atlantic, excluding Puerto Rico. If any banks on the Custom Industry Index are de-registered or acquired as of the end of the performance period, they will be removed for the entire performance period and will not be replaced. The average of the 12 quarters within the performance period is calculated for Bar Harbor and the component companies of the Index. Then, the percentile rank is calculated to measure the relative performance achievement. The table below shows the performance metric.

  104. Vesting of 2022-2024 LTI Awards

    Vesting of 2022-2024 LTI Awards On April 23, 2025, restricted stock units subject to performance-based vesting awarded under the LTI program for the performance period of January 1, 2022 – December 31, 2024 (the “2022-2024 Plan”) vested at 123% of target based on the following metrics.

  105. Vesting of 2022-2024 LTI Awards

    | MEASURE | WEIGHT | THRESHOLD | TARGET | STRETCH | ACTUAL PERFORMANCE | | Core ROA | 50% | (25th) percentile | 50th percentile | 75th percentile | 76th percentile | | Core ROE | 50% | 25th percentile | 50th percentile | 75th percentile | 47th percentile | | Payout | | 50% | 100% | 150% | 123% of target |

  106. Vesting of 2022-2024 LTI Awards

    The “Custom Index” includes the exchange-traded banks and thrifts with assets between $1.9 billion and $10.0 billion and headquartered in the Northeast and Mid-Atlantic, excluding Puerto Rico, at the time of the grant.

  107. 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. Cutback (CEO and CFO) If a parachute payment would trigger excise tax under Section 280(g), the payment shall be reduced to the extent necessary to ensure that no portion of such payment will be non-deductible to the Employer by Code Section 280G or will be subject to the excise tax imposed by Code Section 4999 (the “Reduced Payment”), and the Executive shall have no further rights or claims with respect to an amount in excess of the Reduced Payment. Other NEOs (Best Net Benefit) If a parachute payment would trigger excise tax under Section 280(g), the executive will receive either the full amount of the payments with taxes or a reduced amount that avoids excise tax, whichever results in a better net after-tax outcome for the executive.

  108. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation 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.

  109. Summary Compensation Table

    Summary Compensation Table The following table discloses compensation for the years ended December 31, 2025, 2024 and 2023 received by the NEOs.

  110. Summary Compensation Table

    | | | BASE | | NON-EQUITY | ALL | | | | | SALARY | STOCK | INCENTIVE PLAN | OTHER | | | NAME AND PRINCIPAL POSITION | YEAR | RECEIVED(1) | AWARDS(2) | COMPENSATION(3) | COMPENSATION(4) | TOTAL | | Curtis C. Simard | 2025 | $760,000 | $494,000 | $627,000 | $44,946 | $1,925,946 | | President & CEO | 2024 | 738,000 | 479,659 | 600,469 | 51,183 | 1,869,311 | | | 2023 | 716,000 | 558,445 | 524,416 | 40,279 | 1,839,140 | | Josephine Iannelli | 2025 | 487,000 | 194,800 | 292,200 | 39,430 | 1,013,430 | | EVP, CFO and Treasurer | 2024 | 473,000 | 189,154 | 279,893 | 42,598 | 984,645 | | | 2023 | 459,000 | 220,302 | 244,497 | 30,674 | 954,473 | | John M. Mercier | 2025 | 361,000 | 126,350 | 216,600 | 45,449 | 749,399 | | EVP, Chief Lending Officer | 2024 | 350,000 | 122,454 | 207,109 | 44,811 | 724,374 | | | 2023 | 339,000 | 142,353 | 180,576 | 36,125 | 698,054 | | Marion Colombo | 2025 | 361,000 | 126,350 | 189,525 | 34,310 | 711,185 | | EVP, Chief Retail Officer | 2024 | 350,000 | 122,454 | 181,221 | 31,697 | 685,372 | | | 2023 | 339,000 | 142,353 | 158,004 | 31,763 | 671,120 | | Jason Edgar | 2025 | 358,000 | 125,300 | 187,950 | 23,411 | 694,661 | | President, Wealth | 2024 | 338,000 | 118,282 | 175,007 | 27,452 | 658,741 | | | 2023 | 328,000 | 137,757 | 152,877 | 25,581 | 644,215 |

  111. 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 the 10-K 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 2025 grant date awarded for the 2025-2027 performance period, assuming that the highest levels of performance conditions are achieved, are: Mr. Simard, $645,860; Ms. Iannelli, $243,428; Ms. Colombo, $157,907; Mr. Mercier, $157,907; and Mr. Edgar, $156,581. | | 3. | The amounts reported in this column represent performance-based cash bonuses earned under the Annual Cash Incentive Program. | | 4. | “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. |

  112. 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 2025.

  113. Summary Compensation Table

    | | EMPLOYER | | | | | | | 401(K) | | | | | | | CONTRIBUTION | MEMBERSHIP | TAXABLE | IMPUTED LIFE | | | NAME | MATCH | DUES | TRAVEL | INSURANCE | TOTAL | | Curtis C. Simard | $14,000 | $14,218 | $8,511 | $8,217 | $44,946 | | Josephine Iannelli | 14,000 | 9,526 | 10,638 | 5,267 | 39,430 | | John M. Mercier | 14,000 | 15,123 | 6,600 | 9,726 | 45,449 | | Marion Colombo | 14,000 | 11,041 | 485 | 8,784 | 34,310 | | Jason P. Edgar | 14,000 | — | 3,073 | 6,338 | 23,411 |

  114. Summary Compensation Table

    | 1. | Membership dues include payment of membership or participation fees to fitness, country club, or similar organizations. |

  115. Summary Compensation Table

    | | | | Page 44 | 2026 PROXY STATEMENT |

  116. 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.

  117. 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.

  118. Grants of Plan-Based Awards

    | | | | | | | | | | ALL | | | | | | | | | | | | OTHER | | | | | | | | | | | | STOCK | GRANT DATE | | | | | ESTIMATED FUTURE PAYOUTS | | | ESTIMATED FUTURE PAYOUTS | | | AWARDS | FAIR VALUE | | | | | UNDER NON-EQUITY INCENTIVE | | | UNDER EQUITY INCENTIVE | | | NUMBER | OF | | | | | PLAN AWARDS(1) | | | PLAN AWARDS(2) | | | OF | STOCK | | | GRANT | GRANT | THRESHOLD | TARGET | STRETCH | THRESHOLD | TARGET | STRETCH | STOCK | AWARDS(4) | | NAME | TYPE | DATE | ($) | ($) | ($) | (#) | (#) | (#) | UNITS(3)(#) | (#) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | Curtis C. Simard | Short‑term | | $209,000 | $418,000 | $627,000 | | | | | | | | Time‑vested | 2/11/2025 | | | | | | | 5,697 | $190,166 | | | Performance | 2/11/2025 | | | | 4,551 | 9,101 | 13,652 | | 303,791 | | Josephine Iannelli | Short‑term | | 97,400 | 194,800 | 292,200 | | | | | | | | Time‑vested | 2/11/2025 | | | | | | | 2,917 | 97,369 | | | Performance | 2/11/2025 | | | | 1,459 | 2,917 | 4,376 | | 97,369 | | John M. Mercier | Short‑term | | 487,000 | 487,000 | 487,000 | | | | | | | | Time‑vested | 2/11/2025 | | | | | | | 1,892 | 63,155 | | | Performance | 2/11/2025 | | | | 946 | 1,892 | 2,838 | | 63,155 | | Marion Colombo | Short‑term | | 358,000 | 358,000 | 358,000 | | | | | | | | Time‑vested | 2/11/2025 | | | | | | | 1,892 | 63,155 | | | Performance | 2/11/2025 | | | | 946 | 1,892 | 2,838 | | 63,155 | | Jason Edgar | Short‑term | | 62,650 | 125,300 | 187,950 | | | | | | | | Time‑vested | 2/11/2025 | | | | | | | 1,876 | 62,621 | | | Performance | 2/11/2025 | | | | 938 | 1,876 | 2,814 | | 62,621 |

  119. 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, 2025 under our Annual Cash Incentive Program. More information regarding the terms of the Annual Cash 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 2025 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 2025 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. |

  120. Grants of Plan-Based Awards

    All equity grants made to executive officers must be approved by the Compensation and Human Resources Committee. The Company does not time nor does it plan to time the release of material, non-public information for the purpose of affecting the value of employee or Board of Director compensation. During 2025, the Company did not grant stock options (or similar awards) to any NEO during any period beginning four business days before and ending one day after the filing of any Company’s periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information.

  121. Grants of Plan-Based Awards

    | | | | 2026 PROXY STATEMENT | Page 45 |

  122. Outstanding Equity Awards at Fiscal Year-End-2025

    Outstanding Equity Awards at Fiscal Year-End-2025

  123. Outstanding Equity Awards at Fiscal Year-End-2025

    | | STOCK AWARDS | | | | | | | | | EQUITY INCENTIVE PLAN | | | | | EQUITY INCENTIVE PLAN | AWARDS; MARKET OR | | | NUMBER OF SHARES | MARKET VALUE OF | AWARDS; NUMBER OF | PAYOUT VALUE OF | | | OR UNITS OF STOCK | SHARES OR UNITS OF | UNEARNED SHARES, | UNEARNED SHARES, | | | THAT HAVE NOT | STOCK THAT HAVE | UNITS OR OTHER RIGHTS | UNITS OR OTHER RIGHTS | | NAME | VESTED(1) | NOT VESTED(1) | THAT HAVE NOT VESTED(2) | THAT HAVE NOT VESTED(2) | | (a) | (b) | (c) | (d) | (e) | | Curtis C. Simard | 6,306(3) | $195,812 | 21,122(7) | $655,838 | | Josephine Iannelli | 3,230(4) | 100,271 | 6,771(8) | 210,240 | | Marion Colombo | 2,093(5) | 64,988 | 4,387(9) | 136,216 | | John M. Mercier | 2,093(5) | 64,988 | 4,387(9) | 136,216 | | Jason Edgar | 2,054(6) | 63,777 | 4,286(10) | 133,080 |

  124. Outstanding Equity Awards at Fiscal Year-End-2025

    | 1. | Amounts in column (b) represent shares subject to time-vested awards payable in 2026, 2027 and 2028. The amount in column (c) represents the total value of those shares calculated based on $31.05 per share, the closing price of our common stock on December 31, 2025. | | 2. | Amounts in column (d) represent shares subject to performance-vested awards payable in 2026, 2027, and 2028 if paid at target level. The amounts in column (e) represent the total value of those shares on December 31, 2025 at the closing price of $31.05 per share. Our standard three-year vesting schedule is applied. More information regarding the terms of the performance shares can be found in the Compensation and Discussion Analysis. | | 3. | 3,798 shares will vest on April 23, 2028, and 2,508 shares will vest on April 23, 2027 | | 4. | 1,945 shares will vest on April 23, 2028, and 1,285 shares will vest on April 23, 2027. | | 5. | 1,261 shares will vest on April 23, 2028, and 832 shares will vest on April 23, 2027. | | 6. | 1,251 shares will vest on April 23, 2028, and 803 shares will vest on April 23, 2027. | | 7. | 9,101 shares will vest on April 23, 2028, and 12,021 shares will vest on April 23, 2027. | | 8. | 2,917 shares will vest on April 23, 2028, and 3,854 shares will vest on April 23, 2027. | | 9. | 1,892 shares will vest on April 23, 2028, and 2,495 shares will vest on April 23, 2027. | | 10. | 1,876 shares will vest on April 23, 2028, and 2,410 shares will vest on April 23, 2027. |

  125. Stock Vested in Fiscal Year-End 2025

    Stock Vested in Fiscal Year-End 2025

  126. Stock Vested in Fiscal Year-End 2025

    | | TIME-VESTED AWARDS(1) | | PERFORMANCE VESTED AWARDS(1) | | | | NUMBER OF | VALUE | NUMBER OF | VALUE | | | SHARES ACQUIRED | REALIZED ON | SHARES ACQUIRED | REALIZED ON | | NAME | ON VESTING | VESTING(1) | ON VESTING | VESTING(1) | | Curtis C. Simard | 7,286 | $212,678 | 14,414 | $420,745 | | Josephine Iannelli | 3,734 | 108,995 | 4,623 | 134,945 | | Marion Colombo | 2,414 | 70,465 | 2,986 | 87,161 | | John M. Mercier | 2,414 | 70,465 | 2,986 | 87,161 | | Jason Edgar | 2,335 | 68,159 | 2,890 | 84,359 |

  127. Stock Vested in Fiscal Year-End 2025

    | 1. | This represents the number and dollar value, respectively, of shares issued in 2025 to NEOs pursuant to awards granted under the 2023-2025, 2024-2026 and 2025-2027 LTI plans. 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. |

  128. Stock Vested in Fiscal Year-End 2025

    No NEOs held stock options as of December 31, 2025. No NEOs have pension benefits or participated in any nonqualified deferred compensation plan or supplemental executive retirement plan as of December 31, 2025.

  129. Stock Vested in Fiscal Year-End 2025

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  130. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control Executive Employment Agreements. In February 2018, we executed a new employment agreement with Mr. Simard (the “Simard Agreement”). The term of the Simard Agreement is three years from January 1, 2018, with automatic one-year renewals each January 1st thereafter unless we elect not to extend the term of the Simard Agreement by providing Mr. Simard with 90 days’ written notice. The Simard Agreement includes certain restrictive covenants with respect to competition and non-solicitation of customers and employees that apply during the term of the Simard Agreement and for a period of one-year following Ms. Iannelli’s termination of employment. Under the terms of the Simard Agreement, Mr. Simard is entitled to receive an annual base salary of $694,900, which amount is not subject to automatic increase, but will be reviewed annually, and further provides that his base compensation will not be reduced downward during the term of the Simard Agreement. Mr. Simard will be eligible to continue to participate in our annual incentive and long-term incentive plans approved by the Board and in our medical, dental, disability, retirement, life insurance, and other employee benefit plans. If Mr. Simard’s employment is terminated by the employer without “cause” or he resigns for “good reason” (each as defined in the Simard Agreement), Mr. Simard is entitled to receive, in addition to accrued benefits, (1) a lump sum payment equal to the base compensation that would have been paid during the remaining unexpired term of the Simard Agreement; (2) insurance continuation for the greater of the remaining unexpired term of the Simard Agreement or the duration of COBRA coverage; (3) payment of a pro-rated amount of any incentive compensation earned for the calendar year of termination; and (4) immediate vesting of all time-based equity awards and vesting at target of all performance-based equity awards. In addition, if Mr. Simard’s employment is terminated by the employer without cause or he resigns for good reason within six months prior to or within twelve months following a change in control (as defined in the Simard Agreement), then, in addition to accrued benefits, he is entitled to receive (1) a lump sum payment equal to three times his base compensation and target bonus in effect during the year of termination; (2) insurance continuation for three years; (3) payment of a pro-rated amount of any incentive compensation earned for the calendar year of termination; and (4) immediate vesting of all time-based equity awards and vesting at target of all performance-based equity awards. If the payment of the severance benefits upon a change in control is determined to constitute an “excess parachute payment” under Code Section 280G, then the payments will be reduced so that no portion of the severance benefits will be non-deductible to us or will be subject to excise taxes. On March 8, 2024, we renewed an employment agreement with Ms. Iannelli (the “Iannelli Agreement”). The term of the Iannelli Agreement is three years from March 8, 2024, with automatic one-year renewals each March 8th thereafter unless we elect not to extend the term of the Iannelli Agreement by providing Ms. Iannelli with 120 days’ written notice. The Iannelli Agreement includes certain restrictive covenants with respect to competition and non-solicitation of customers and employees that apply during the term of the Iannelli Agreement and for a period of one-year following Ms. Iannelli’s termination of employment. Under the terms of the Iannelli Agreement, Ms. Iannelli is entitled to receive an annual base salary of $459,000, which amount is not subject to automatic increase, but will be reviewed annually, and further provides that her base compensation will not be

  131. Potential Payments Upon Termination of Employment or Change in Control

    | | | | 2026 PROXY STATEMENT | Page 47 |

  132. Potential Payments Upon Termination of Employment or Change in Control

    reduced downward during the term of the Iannelli Agreement. Ms. Iannelli will be eligible to continue to participate in our annual incentive and long-term incentive plans approved by the Board and in our medical, dental, disability, retirement, life insurance, and other employee benefit plans. If Ms. Iannelli’s employment is terminated by the employer without “cause” or she resigns for “good reason” (each as defined in the Iannelli Agreement), Ms. Iannelli is entitled to receive, in addition to accrued benefits, (1) a lump sum payment equal to the three times her base compensation as of termination date and (2) a lump sum payment in an amount equal to the Company’s share of monthly premium contributions for medical, health, dental, and vision insurance benefits for Ms. Iannelli and her eligible dependents, if any, for a period of 36 months. In addition, if Ms. Iannelli’s employment is terminated by the employer without cause or she resigns for good reason within six months prior to or within twelve months following a change in control (as defined in the Iannelli Agreement), then, in addition to accrued benefits, Ms. Iannelli is entitled to receive, in addition to accrued benefits, (1) a lump sum payment equal to the three times her base compensation as of termination date plus three times her target annual bonus for such year and (2) a lump sum payment in an amount equal to the Company’s share of monthly premium contributions for medical, health, dental, and vision insurance benefits for Ms. Iannelli and her eligible dependents, if any, for a period of 36 months. If the payment of the severance benefits upon a change in control is determined to constitute an “excess parachute payment” under Code Section 280G, then the payments will be reduced so that no portion of the severance benefits will be non-deductible to us or will be subject to excise taxes. Executive Change in Control Severance Plan. We have also entered into an Executive Change in Control Severance Plan with BHBT’s Executive Vice Presidents, Marion Colombo, John M. Mercier, and Jason P. Edgar, along with eight other management employees. Their agreements provide for severance of salary for a period of 12 to 24 months in the event of both a change of control of the Company and subsequent termination (or constructive termination) within 12 months of a change of control, unless such termination was for cause. All these agreements were entered into as part of a total compensation program to attract and/or retain qualified executives and not entered into in response to any effort known to the Board by any party or entity to acquire control of the Company. Equity Awards. Our equity award agreements and the related long-term incentive plan program documents address treatment of equity awards upon termination of employment or change in control. Under these provisions, the awards vest on a prorated basis in case of termination of employment due to death, disability, or retirement (defined as attainment of age 65 or attainment of age 60 with at least 10 years of service), based on actual performance for performance-based awards. Except as set forth in the preceding paragraphs, for any other termination of employment before vesting, the awards forfeit. The award agreements and program documents also provide for full vesting of outstanding equity awards upon the occurrence of a change in control (i.e., without requirement of a subsequent termination of employment), based on target performance in case of performance-based awards. No Change in Control Excise Taxes. None of these arrangements include payments of excise taxes in case of a change in control. The employment agreements and Executive Change in Control Severance Plan instead provide for a cutback of any parachute payments to the extent a cutback would result in a greater after-tax payment to the executive. The following table estimates the amount that would have been payable to each NEO under the arrangements described above assuming the applicable employment termination event or change in control had occurred as of the end of the last fiscal year. The value of equity awards that vest is based on the closing price of our common stock at the end of the last fiscal year and assumes target performance in the case of performance-based awards.

  133. Potential Payments Upon Termination of Employment or Change in Control

    | | | | Page 48 | 2026 PROXY STATEMENT |

  134. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of 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, 2021, 2022, 2023, 2024, and 2025.

  135. Pay Versus Performance

    | | | | | | VALUE OF INITIAL $100 FIXED INVESTMENT BASED ON: | | | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PRINCIPAL EXECUTIVE OFFICER (PEO) | COMPENSATION ACTUALLY PAID TO PEO | AVERAGE SUMMARY COMPENSATION TABLE TOTAL NON-PEO FOR OTHER NAMED EXECUTIVE OFFICERS (NON-PEO NEOs)) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs | TOTAL SHAREHOLDER RETURN (TSR) | TSR OF PEER GROUP | NET INCOME (IN THOUSANDS) | COMPANY - SELECTED MEASURE- ADJUSTED RETURN ON ASSETS | | (a) | (b)(1) | (c)(2) | (d)(3) | (e)(4) | (f)(5) | (g)(6) | (h)(7) | (i)(8) | | 2025 | $1,925,946 | $1,951,256 | $792,169 | $799,217 | $156.37 | $132.22 | $52,113 | 1.20% | | 2024 | 1,869,311 | $2,125,798 | $763,283 | $811,297 | $147.91 | $121.52 | $43,544 | 1.09% | | 2023 | 1,839,140 | 1,626,649 | 741,966 | 705,403 | 136.30 | 103.71 | 44,852 | 1.15% | | 2022 | 1,809,632 | 1,889,352 | 706,885 | 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% |

  136. 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 2025 to determine the compensation actually paid in 2025: |

  137. 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 | | 2025 | $1,925,946 | $(494,000) | $519,310 | $1,951,256 |

  138. 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 2025 include the addition (or subtraction, as applicable) of the following: (1) the fiscal year-end fair value of any equity awards granted in 2025 that are outstanding and unvested as of the end of fiscal year 2025; (2) the amount of change as of the end of fiscal year 2025 (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 2025; (3) for awards that are granted and vest in fiscal year 2025, the fair value as of the vesting date; (4) for awards granted in prior fiscal years that vest in fiscal year 2025, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (5) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during fiscal year 2025, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (6) the dollar value of any dividends or other earnings paid on stock or option awards in fiscal year 2025 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 2025. The amounts added or subtracted to determine the adjusted amount are as follows: |

  139. Pay Versus Performance

    | | | | Page 50 | 2026 PROXY STATEMENT |

  140. Pay Versus Performance

    | | | | FAIR VALUE | | | | | | | | AT THE | | VALUE OF | | | | | CHANGE | END OF | CHANGE | DIVIDENDS OR | | | | | IN FAIR | THE PRIOR | IN FAIR | OTHER | | | | | VALUE OF | YEAR OF | VALUE OF | EARNINGS | | | | YEAR END | OUTSTANDING | EQUITY | EQUITY | PAID ON | | | | FAIR VALUE | AND | AWARDS | AWARDS | EQUITY | | | | OF | UNVESTED | THAT | GRANTED IN | AWARDS NOT | | | | EQUITY | EQUITY | FAILED TO | PRIOR | OTHERWISE | | | | AWARDS | AWARDS AT YEAR END | MEET | YEARS | REFLECTED | | | | GRANTED | GRANTED | VESTING | THAT | IN FAIR VALUE | TOTAL EQUITY | | | DURING | IN | CONDITIONS | VESTED | OR TOTAL | AWARD | | YEAR | THE YEAR | PRIOR YEARS | IN THE YEAR | IN THE YEAR | COMPENSATION | ADJUSTMENTS | | 2025 | $459,478 | $1,456 | $- | $16,667 | $41,710 | $519,310 |

  141. 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) Josephine Iannelli, Marion Colombo, John M. Mercier, and Jason Edgar | | 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 Footnote 2: |

  142. 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 | | 2025 | $792,169 | $(143,200) | $150,249 | $799,217 |

  143. Pay Versus Performance

    | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  144. 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 | | 2025 | $133,158 | $1,924 | $- | $3,124 | $12,043 | $150,249 |

  145. 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 2025 reporting year is disclosed under the heading “Market Benchmarking and Performance Comparisons” and found on page 37 of this proxy statement. | | 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. |

  146. Pay Versus Performance

    | | | | 2026 PROXY STATEMENT | Page 51 |

  147. PEO and Non-PEO Compensation Actually Paid and TSR and Peer TSR

    PEO and Non-PEO Compensation Actually Paid and TSR and Peer TSR

  148. PEO and Non-PEO Compensation Actually Paid and TSR and Peer TSR

    | | | | Page 52 | 2026 PROXY STATEMENT |

  149. PEO and Non-PEO Compensation Actually Paid and Net Income

    PEO and Non-PEO Compensation Actually Paid and Net Income

  150. PEO and Non-PEO Compensation Actually Paid and Net Income

    | | | | 2026 PROXY STATEMENT | Page 53 |

  151. PEO and Non-PEO Compensation Actually Paid and Adjusted Return on Assets

    PEO and Non-PEO Compensation Actually Paid and Adjusted Return on Assets

  152. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act (the “Dodd-Frank Act”), and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Curtis C. Simard, our CEO as of the end of 2025, our last completed fiscal year:

  153. CEO Pay Ratio

    | CEO PAY RATIO | | | CEO Annual Total Compensation | $1,431,946 | | Median Employee Annual Total Compensation | $65,285 | | CEO to Median Employee Pay Ratio | 21.93 |

  154. CEO Pay Ratio

    Based on this information, we reasonably estimate that for 2025 our CEO’s annual total compensation was approximately 22 times that of the median of the annual total compensation of all our employees. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO for this purpose, we took the following steps:

  155. CEO Pay Ratio

    | ● | In accordance with Item 402(u), we are electing to identify a “median employee” every three years unless a significant change in employee population or employee compensation arrangements has occurred. |

  156. CEO Pay Ratio

    | ● | We identified the “median employee” from our employee population excluding the CEO by including the annualized base salary calculated on their November 16, 2025 compensation rate, overtime, incentives, commissions, matching contributions to participants in our 401(k) plan, and the taxable value of employer paid life insurance. We annualized the compensation of the employees who were hired in 2025 but did not work for us for the entire fiscal year. |

  157. CEO Pay Ratio

    | ● | Since we do not widely distribute annual equity awards to our employees, such awards were excluded from our compensation measure. |

  158. CEO Pay Ratio

    We identified our median employee using compensation measures identified in Section 953(b) consistently applied to all our employees included in the calculation.

  159. CEO Pay Ratio

    | | | | 2026 PROXY STATEMENT | Page 55 |

  160. CEO Pay Ratio

    PROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ratification of Appointment of Independent Registered Public Accounting Firm Our Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm, and is involved in the selection of the firm’s lead engagement partner. Annually the Audit Committee will evaluate the independent public accounting firm’s qualifications, assess the firm’s quality of service, the firm’s sufficiency of resources, the quality of the communication and interaction with the firm, and the firm’s independence, objectivity, and professional skepticism. The Audit Committee also considers the advisability and potential impact of selecting a different independent public accounting firm. The Audit Committee has appointed Crowe LLP (“Crowe”) as our independent registered public accounting firm for our fiscal year ending December 31, 2025. Although the Company’s shareholders are not required to vote on the appointment of the Company’s independent registered accounting firm, our Board is asking shareholders to ratify Crowe’s appointment. The Audit Committee considers Crowe to be well qualified. In the absence of contrary specification, the proxy holders will vote proxies received in response to this solicitation in favor of ratification of the appointment. If our shareholders do not ratify Crowe’s appointment, the Audit Committee will consider changing our independent registered public accounting firm for the fiscal year ending December 31, 2025. Whether or not shareholders ratify Crowe’s appointment, the Audit Committee may appoint a different independent registered public accounting firm at any time if it determines that such a change is appropriate. Crowe has advised the Audit Committee that it is an independent accounting firm with respect to our Company and our subsidiaries in accordance with the requirements of the SEC and the Public Company Accounting Oversight Board. Representatives of Crowe are expected to be present at the Annual Meeting, and they will have an opportunity to make a statement, if they choose to do so. In addition, representatives of Crowe are expected to be available to respond to appropriate shareholder questions at the Annual Meeting.