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Item 9A. Controls and Procedures

2024-03-11 compared with 2023-03-14 · 42 added, 16 removed, 121 unchanged (32% of the section changed)

2 unchanged sentences

The Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures as of the end of the period covered by this Annual Report.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are designed to ensure that the information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and are operating in an effective manner.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures designed to ensure that the information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and are operating in an effective manner.

Management Report on Internal Control over Financial Reporting:

11 unchanged sentences

No change in the internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the last fiscal year that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

Trading Arrangements

During the quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as such terms are defined in Item 408(a) of Regulation S-K.

Josephine Iannelli Employment Agreement

On March 8, 2024, the Company and the Bank, entered into a new employment agreement with Josephine Iannelli with respect to the terms of Ms.

Iannelli’s continued service as our and the Bank’s Chief Financial Officer (the “Employment Agreement”).

The Employment Agreement supersedes and replaces the current employment agreement with Ms.

Iannelli, which was entered into on September 14, 2020.

The terms of the Employment Agreement were approved by the compensation and human resources committee of our Board of Directors (the “Compensation Committee”), and the compensation terms were established in part based upon the advice of our independent compensation consultant.

The initial term of the Employment Agreement is three years.

In the absence of notice of intent not to extend the Employment Agreement, then the Employment Agreement will automatically extend for additional one-year terms.

The Employment Agreement includes certain restrictive covenants that survive Ms.

Iannelli’s termination of employment for a period of one year with respect to competition with us and non-solicitation of our customers and employees.

Under the terms of the Employment Agreement, Ms.

Iannelli is entitled to an annual base salary of $459,000, which will be reviewed annually by the Compensation Committee, and the Employment Agreement further provides that her base compensation will not be reduced downward during the term of the Employment Agreement.

We have also agreed to pay Ms.

Iannelli certain other consideration and benefits.

Iannelli is also eligible to participate in our annual incentive and long-term incentive plans previously approved by our Board.

Other benefits under the Employment Agreement include participation in our Company benefit plans provided to other similarly situated executives and reasonable paid vacation and sick leave benefits consistent with our vacation and sick leave policies.

Iannelli’s Employment Agreement also provides for certain benefits and payments to her in the event she is terminated without “cause”, if she resigns with “good reason” (as those terms are defined in the Employment Agreement), or if the Employment Agreement is not renewed following the initial term.

In addition to accrued benefits, her payment upon termination of the Employment Agreement without cause, resignation with good reason or termination of employment due to non-renewal will include (i) a lump sum payment equal to three times her base compensation as of the effective date of termination of employment, and (ii) a payment equal to 36 months of our share of premium contributions for group health benefits (including medical, vision and dental benefits).

If such termination without cause or with good reason occurs as a result, or in anticipation, of a change in control (as such term is defined in the Employment Agreement), then Ms.

Iannelli will also be eligible to receive a payment equal to three times her target annual bonus for such year.

In each case, severance payments are conditioned on Ms.

Iannelli providing us with a release of claims and complying with applicable post-employment covenants.

Severance payments under the Employment Agreement may be reduced to the extent necessary to avoid the adverse tax consequences of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended.

The foregoing description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text thereof, which is included as Exhibit 10.4 to this Annual Report and is incorporated into this Item 9B by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and the Board of Directors of Bar Harbor Bankshares and Subsidiaries:

To the Shareholders and the Board of Directors of Bar Harbor Bankshares and Subsidiaries

Opinion on the Internal Control Over Financial Reporting

20 unchanged sentences

/s/ RSM US LLP

Boston, Massachusetts

Hartford, Connecticut

March 11, 2024

37 unchanged sentences

Simard (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 22, 2018)

Employment Agreement, dated as of September 14, 2020, between Bar Harbor Bankshares, Bar Harbor Bank & Trust and Josephine Iannelli (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 28, 2016)

2019 through 2021 Long Term Executive Incentive Program Guidelines (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 17, 2018)

Employment Agreement, dated as of March 8, 2024, between Bar Harbor Bankshares, Bar Harbor Bank & Trust and Josephine Iannelli

2020 through 2022 Long Term Executive Incentive Program Guidelines (incorporated herein by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed on March 14, 2022)

2021 through 2023 Long Term Executive Incentive Program Guidelines (incorporated herein by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed on March 14, 2022)

2022 through 2024 Long Term Executive Incentive Program Guidelines

2022 through 2024 Long Term Executive Incentive Program Guidelines (incorporated herein by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed on March 14, 2023)

2023 through 2025 Long Term Executive Incentive Program Guidelines (incorporated herein by reference to Exhibit 10.9 to the Annual Report on Form 10-K filed on March 14, 2023)

2024 through 2026 Long Term Executive Incentive Program Guidelines

3 unchanged sentences

Bar Harbor Bankshares 2019 Equity Plan (incorporated herein by reference to Appendix B to the Company’s Definitive Proxy Statement on Form DEF 14A dated April 15, 2019)

Form of Restricted Stock and Performance-Based Restricted Stock Unit Agreement under Bar Harbor Bankshares 2019 Equity Plan

Form of Restricted Stock and Performance-Based Restricted Stock Unit Agreement under Bar Harbor Bankshares 2019 Equity Plan (incorporated herein by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed on March 14, 2023)

Form of Subordinated Note Purchase Agreement, dated as of November 26, 2019, by and among Bar Harbor Bankshares and the several purchasers of 4.625% Fixed-to-Floating Subordinated Notes due 2029 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 26, 2019)

Somesville Bank Branch Lease dated October 27, 2005 (incorporated herein by reference to Exhibit 10 to the Annual Report on Form 10-K filed on March 16, 2006)

Subsidiaries of the Registrant

Subsidiaries of the Registrant (incorporated herein by reference to Exhibit 10.9 to the Annual Report on Form 10-K filed on March 14, 2023)

Consent of Independent Registered Public Accounting Firm, RSM US LLP

3 unchanged sentences

Certification of Chief Financial Officer under 18 U.S.C.

Bar Harbor Bankshares Incentive-Based Compensation Recovery Policy

The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 is formatted in inline XBRL:

6 unchanged sentences

Furnished herewith.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

14 unchanged sentences

/s/ Matthew L.

/s/ Brendan O’Halloran

Matthew Caras, Director

Brendan O’Halloran, Director

/s/ Kenneth E.

Colter, Director

Smith, Director

/s/ Steven H.

Dimick, Director

Miller, Director

Colter, Director

Shaw, Director

/s/ Martha Tod Dudman

/s/ Kenneth E.

Martha Tod Dudman, Director

Toothaker, Director

Smith, Director

Fernald, Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures