Brian Shaw
About Brian D. Shaw
Independent director since 2023; age 56. Shaw is the owner of a real estate contracting and development business spanning single-family, hospitality, and multifamily projects, with end-to-end capabilities from engineering through finish carpentry. He holds degrees in construction design and architecture from Eastern Maine Technical College and resides in Bar Harbor, Maine . He is designated independent under NYSE American standards, and served on three Board committees in 2024 (Board Risk, Bar Harbor Wealth Management, and Governance) with attendance at least 96% across Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Real estate contracting & development (owner) | Executive/Owner | Not disclosed; current | Experience navigating real estate cycles; full lifecycle project execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hattie A. and Fred C. Lynam Trust | Board member | Not disclosed; current | Charitable trust supporting local organizations and scholarships |
| Public company boards | None disclosed | — | No other public company directorships cited in proxy biography |
Board Governance
- Committee assignments: Board Risk Committee member (monthly meetings; 12 in 2024; oversight of credit, liquidity, cyber, and loan approvals >$5M), Governance Committee member (board processes, ESG oversight), Bar Harbor Wealth Management Committee member (trust/wealth subsidiary oversight; committee chaired by Scott Toothaker) .
- Independence: Board determined all nominees but CEO are independent; independence assessed including ordinary-course banking relationships under arms-length terms; Shaw is listed as independent .
- Attendance: Each director attended at least 96.0% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Board leadership: Independent Chair (Matthew L. Caras); independent directors hold executive sessions after Board meetings .
- ESG oversight: Governance Committee provides ultimate oversight; ESG discussed at every Governance meeting; ESGC met three times in 2024 .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $32,000 | Includes Board/committee retainers; CEO receives no director pay |
| Restricted stock awards (grant-date fair value) | $39,973 | 1,103 restricted shares granted Nov 12, 2024; fully vested; transfer-restricted until 3 months post Board service |
| Total | $71,973 | No changes to retainer or equity grant levels in 2024 |
- Compensation mix (derived): Cash 44.5%; Equity 55.5% (calculated from reported amounts) .
- Director equity transfer restriction: Shares are fully vested at grant, but cannot be sold/transferred/gifted until three months after leaving the Board .
Performance Compensation
- No performance-based director compensation disclosed (director equity grants are time-based; performance metrics apply to NEOs’ long-term incentive program, not directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; no member was an employee, and no related-party transactions requiring disclosure except ordinary-course loans on market terms . |
| Shared directorships with core counterparties | Not disclosed for Shaw; proxy bio lists only real estate business and Lynam Trust board role . |
Expertise & Qualifications
- Technical/industry: Construction design and architecture; hands-on engineering-to-finish execution; experience across real estate cycles .
- Community/charitable: Board member of local charitable trust (Lynam Trust) supporting education and community initiatives .
- Board-relevant skills: Commercial service experience; market perspective in the bank’s footprint; engagement on Governance and Risk oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 5,458 |
| Ownership % of shares outstanding | 0.036% (computed: 5,458 / 15,317,222 shares outstanding as of Mar 10, 2025) |
| Vested vs unvested | Not disclosed for directors; annual director grants are fully vested with transfer restrictions |
| Pledged as collateral | Not disclosed |
| Hedging policy | Hedging of company securities is prohibited for directors, officers, employees, contractors, and consultants |
| Stock ownership guidelines | Directors subject to ownership and retention guidelines; specific director multiple not disclosed; CEO 3x salary, other NEOs 1x salary; equity must be held until guideline met |
Insider Trades & Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) filing compliance (2024) | Company reports executives and directors complied timely with all Section 16(a) filings for 2024 |
Governance Assessment
- Board effectiveness: Shaw’s placement on the Board Risk Committee and Governance Committee indicates meaningful involvement in credit/cyber oversight and board process/ESG governance, supporting risk-aware, independent oversight .
- Alignment & incentives: Director pay emphasizes equity (approx. 56%) with post-service transfer restrictions, plus stock ownership and anti-hedging policies—positive alignment with long-term shareholder interests .
- Independence/attendance: Independent status with strong attendance helps investor confidence in oversight quality .
- Conflicts/related-party exposure: No Shaw-specific related-party transactions disclosed; ordinary-course insider lending exists under Regulation O with market terms, and one disclosed lease relates to another director (Fernald), not Shaw—low direct conflict risk for Shaw based on disclosures .
- Shareholder signals: Annual “Say-on-Pay” received 87.0% approval in 2024—supportive of compensation governance; Board maintains independent chair and regular executive sessions .
Committee Assignments (Detail)
| Committee | Role | Key Responsibilities |
|---|---|---|
| Board Risk Committee | Member | Oversees enterprise risk; monthly meetings; cybersecurity/material incident disclosure; loan approvals >$5M; 12 meetings in 2024 |
| Governance Committee | Member | Board processes; director recruitment; ESG oversight; 3 meetings in 2024; independent-only membership |
| Bar Harbor Wealth Management Committee | Member | Oversees BHWM trust/wealth services; chaired by Scott Toothaker; directors include Shaw |
RED FLAGS
- None specific to Shaw disclosed. General risk items monitored include insider lending (market terms, Reg O) and one related-party lease with another director; hedging is prohibited; no tax gross-ups for change-in-control benefits; no option repricing disclosed .
Notes
- All data reflect disclosures in the 2025 definitive proxy statement and related sections .