Alison DiPaola
About Alison DiPaola
Alison DiPaola, age 37, is Senior Vice President and Chief Human Resources Officer (CHRO) at Bar Harbor Bankshares (BHB). She has served as CHRO since April 2022 and joined the company in June 2013 after nearly five years at another financial institution; she holds a BS in Business Administration (University of New Hampshire) and an MSHRM (Southern New Hampshire University), and maintains the SHRM-SCP credential; she is a graduate of the New England School of Financial Studies and the Northern New England School of Banking . Company-level incentive outcomes that informed executive pay design in 2024 included: Annual Cash Incentive Program payout at 148% of target for NEOs; key financial results vs goals were Adjusted Net Income $43.375 million (near stretch), Non-Performing Loans/Total Loans 0.22% (stretch), Efficiency Ratio 61.84% (stretch), and strategic initiatives at stretch, illustrating strong execution against plan .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bar Harbor Bankshares (BHB) | SVP, Chief Human Resources Officer | Apr 2022–Present | Leads compensation, benefits, payroll, employee relations, learning and development, performance management, and talent acquisition across the enterprise . |
| Bar Harbor Bankshares (BHB) | HR roles of progressive responsibility | Jun 2013–Apr 2022 | Advanced through HR leadership roles building enterprise HR capabilities and processes . |
| Another financial institution (not named) | HR roles | ~5 years prior to Jun 2013 | Built HR experience prior to joining BHB; proximate tenure disclosed as “almost five years” . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Newport Cal Ripken Baseball League | Board Member | Not disclosed | Community board service disclosed in proxy . |
Fixed Compensation
- Individual CHRO pay (base salary, target bonus, actual bonus) is not itemized in public filings; BHB’s Summary Compensation Table and base salary schedule cover the CEO and other NEOs, not the CHRO .
- Program context: NEOs received a 3% merit increase for 2024 and 2025 (Jason Edgar received 6% in 2024 for market adjustment), illustrating a moderate fixed pay progression framework .
Performance Compensation
- Individual CHRO incentive targets and payouts are not disclosed. The company-wide Annual Cash Incentive Program (used for NEOs) evidences pay-for-performance alignment and likely informs broader executive incentives.
| 2024 Annual Cash Incentive Program (NEOs) | Weight | Threshold | Target | Stretch | Actual | Performance Factor |
|---|---|---|---|---|---|---|
| Adjusted Net Income ($000s) | 40% | $37,019 | $39,805 | $43,786 | $43,375 | 145% |
| Non-Performing Loans/Total Loans | 10% | 0.51% | 0.38% | 0.32% | 0.22% | 150% |
| Efficiency Ratio | 10% | 65.19% | 63.91% | 62.63% | 61.84% | 150% |
| Strategic Initiatives (qualitative) | 40% | n/a | n/a | n/a | stretch | 150% |
| Total Payout vs Target | — | — | — | — | — | 148% |
- Long-term incentives (NEOs): mix of time-vested RSUs and performance-based RSUs vesting over three years; 2024–2026 PSU metrics are 3-year average Core ROA (relative) and 3-year average Core ROE (relative) vs a custom regional bank index, each 50% weight, with payout at 50%/100%/150% for 25th/50th/75th percentile, respectively . 2021–2023 PSU cycle vested at 103% of target based on relative ROA at the 52nd percentile .
Equity Ownership & Alignment
- Individual CHRO share ownership (direct, indirect, vested/unvested, options) is not disclosed; the Beneficial Ownership table lists directors and NEOs, plus the group total for directors/executive officers (14 persons) at 2.55% of shares outstanding as of March 10, 2025 .
- Hedging prohibition: all directors, executive officers, employees, contractors, and consultants are prohibited from hedging BHB securities under the Securities and Insider Trading Policy .
- Pledging: no explicit pledging policy disclosure identified in the proxy excerpts; not stated as prohibited in the cited section .
- Stock ownership guidelines apply to the CEO (3x base salary) and other NEOs (1x base salary); all equity granted must be held (net of taxes/fees) until guidelines are met; prior (pre-2022) grants had a 3-year post-vesting hold which was eliminated after guidelines were implemented .
- Clawback policy: compliant with NYSE American/SEC; requires recovery of erroneously awarded incentive-based compensation for current/former executive officers upon an accounting restatement (3-year lookback); no clawbacks occurred in 2024 .
- Options: No NEOs held stock options as of December 31, 2024 (reduces forced-exercise selling pressure among NEOs) .
- Insider credit: as of December 31, 2024, insider loans (directors, director nominees and NEOs) totaled ~$2,555,150 outstanding with ~$5,030,901 unfunded commitments, all on market terms and within Regulation O; not linked to the CHRO individually .
Employment Terms
| Item | DiPaola (CHRO) | Company context |
|---|---|---|
| Employment agreement | Not disclosed; only CEO and CFO have individual employment agreements . | CEO/CFO agreements provide non‑CIC and CIC severance; others (NEOs besides CEO/CFO) do not have non‑CIC severance . |
| CIC protection | Not disclosed for CHRO. | NEOs (other than CEO/CFO) participate in Executive CIC Severance Plan; severance equals specified months of base salary plus COBRA months; equity fully vests upon CIC at target for PSUs (single-trigger), no 280G gross-up; cutback applies . |
| Equity treatment on termination | Not disclosed for CHRO. | Equity awards vest pro-rata on death, disability, or retirement (60/10 rule) based on actual performance for PSUs; forfeiture for other terminations absent CIC/contractual terms; full vesting on CIC at target for PSUs . |
| Clawback | Applies to current/former executive officers, including CHRO . | Company-wide policy compliant with NYSE American/SEC . |
| Non-compete/non-solicit | Not disclosed. | — |
Governance and Compensation Framework Indicators
- Compensation Committee: all independent; 2024 members were Matthew Caras, David Colter, Kenneth Smith, Debra Miller, and Lauri Fernald (Chair); five meetings in 2024; oversees CEO/EO compensation and the Clawback Policy .
- Independent adviser: Meridian served as the Compensation Committee’s independent advisor in 2023; prior consultant usage (e.g., Pearl Meyer in earlier years) disclosed historically .
- Pay design: at least 50% of annual equity granted as performance-based; multi-year vesting; clawbacks; no hedging; no excise tax gross-ups; annual risk assessment of incentive plans .
- Say-on-Pay support: 2024 vote approved with 87.0% support; prior approvals were 2020: 93.8%, 2021: 96.0%, 2022: 96.3%, 2023: 88.5% .
| Say‑on‑Pay Approval | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Approval % | 93.8% | 96.0% | 96.3% | 88.5% | 87.0% |
Investment Implications
- Pay-for-performance alignment is strong at the company level (robust 2024 incentive outcomes and >50% performance-based equity for NEOs), suggesting HR-led program design emphasizes financial risk controls and relative profitability metrics (Core ROA/ROE vs peers) supportive of shareholder alignment; however, CHRO-specific targets and payouts are not disclosed, limiting precision on her pay-for-performance sensitivity .
- Retention risk appears moderate-to-manageable: the CHRO has no disclosed individual employment agreement; the company offers structured incentive and LTI frameworks and a clawback policy, but the absence of disclosed CHRO severance/CIC terms may reduce guaranteed protections compared with CEO/CFO; impact on retention is uncertain without explicit plan participation details .
- Insider selling pressure/overhang looks contained at the top team level: no stock options outstanding among NEOs; equity vests over three years; pre-2022 grants had 3‑year post‑vesting holds; hedging is prohibited; pledging is not explicitly addressed in cited disclosures, so monitor future filings for any pledging prohibitions or exceptions .
- Governance signals are constructive: independent compensation oversight, external advisors, robust clawback, and consistent Say‑on‑Pay support (>85% in each of last five years) reduce governance discount risk and support confidence in incentive integrity .
Key gaps to monitor for trading/retention signals: any 8‑K 5.02 disclosures updating CHRO compensation/agreements; Form 4 filings (ownership changes or Rule 10b5‑1 plans); explicit inclusion/exclusion of CHRO in the Executive CIC Severance Plan; and any future disclosure of pledging restrictions and stock ownership guideline applicability beyond NEOs .