Curtis Simard
About Curtis Simard
Curtis C. Simard is President and CEO of Bar Harbor Bankshares and Bar Harbor Bank & Trust, serving since August 10, 2013; he is also a director since 2013 and age 54 . Prior roles include Senior Vice President and Managing Director of Corporate Banking at TD Bank (2002–2013) and roles at First New Hampshire Bank/Citizens Bank (1992–2002) . Shareholder value and performance during his tenure include 2024 total shareholder return (TSR) of 147.91 vs peer TSR of 121.52, net income of $43,544 thousand, and adjusted return on assets (ROA) of 1.09% for 2024, aligning pay and performance disclosures .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| TD Bank | Senior Vice President & Managing Director, Corporate Banking | 2002–2013 | Corporate banking leadership in Northeastern U.S. |
| First New Hampshire Bank / Citizens Bank | Various business initiatives | 1992–2002 | Commercial banking roles across cycles |
External Roles
| Organization | Role/Committee | Years | Notes |
|---|---|---|---|
| Maine Bankers Association | Executive Committee member; Past Chair | Current; prior | Industry leadership |
| Friends of Acadia | Board of Directors | Current | Community stewardship |
| Ellsworth Business Development Corporation | Board of Directors | Current | Regional economic engagement |
| Business & Industry Association of N.H. | Board, Executive Committee, Public Policy Subcommittee | Current | Public policy involvement |
| Northern Light Maine Coast Memorial Hospital; Seal Cove Auto Museum; Abbe Museum | Past board member | Prior | Non-profit governance |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 694,900 | 716,000 | 738,000 |
| All Other Compensation ($) | 51,563 | 40,279 | 51,183 |
| 2025 Base Salary (reference) | 760,000 | — | — |
Breakdown of 2024 All Other Compensation:
- Employer 401(k) match: $13,800; Membership dues: $20,499; Taxable travel: $10,346; Imputed life insurance: $6,537; Total: $51,183 .
Performance Compensation
Summary compensation and mix
| Component | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Stock awards (grant-date fair value) | 541,994 | 558,445 | 479,659 |
| Annual cash incentive | 521,175 | 524,416 | 600,469 |
| Total | 1,809,632 | 1,839,140 | 1,869,311 |
Annual Cash Incentive Plan (2024)
| Metric | Weight | Threshold | Target | Stretch | Actual | Payout 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 | stretch | stretch | 150% |
| Total payout as % of target | — | — | — | — | — | 148% |
Target bonus for CEO was 55% of base salary ($405,900 target; $600,469 actual at 148%) .
Long-Term Incentive (LTI) Program
- 2024–2026 LTI award mix: 61.5% performance-vested RSUs and 38.5% time-vested RS; CEO target LTI opportunity 65% of base salary .
- Performance metrics: Relative three-year average Core ROA and Core ROE vs a custom Northeast/Mid-Atlantic bank index (2–10B assets), with threshold/target/stretch at the 25th/50th/75th percentiles; each metric weighted 50%; payout range 50–150%; interpolation between points .
- 2021–2023 LTI performance-vested RSUs vested at 103% of target (relative ROA 52nd percentile) .
2024 Grants detail:
| Grant Type | Grant Date | Shares/Units (CEO) | Grant-date Fair Value ($) |
|---|---|---|---|
| Time-vested RS | 2/13/2024 | 7,525 | 184,664 |
| Performance RSUs (threshold/target/stretch) | 2/13/2024 | 6,011 / 12,021 / 18,032 | 294,995 |
Vesting and 2024 vest realizations:
- 2024 vesting realized: 7,288 time-vested shares ($184,241) and 12,347 performance-vested shares ($312,132) .
- Future vesting schedule at FYE 2024: Time-based 2,337 (4/23/2026) and 5,017 (4/23/2027); Performance-based 11,216 (4/23/2026) and 12,021 (4/23/2027) .
Equity Ownership & Alignment
Total beneficial ownership and breakdown (as of March 10, 2025):
| Category | Shares |
|---|---|
| Direct | 116,627 |
| 401(k) Plan (fully vested) | 1,917 |
| LTI equity issuable within 60 days (time & performance at target) | 11,700 |
| Total beneficial ownership | 130,244 |
| Ownership as % of shares outstanding | <1% |
Outstanding unvested equity (12/31/2024):
| Type | Unvested Units | Market Value @ $30.58 |
|---|---|---|
| Time-vested RS | 7,353 | $224,865 |
| Performance RSUs (target) | 23,237 | $710,587 |
Alignment policies and flags:
- Stock ownership guidelines: CEO must hold 3x base salary; shares counted include unvested RS/RSUs; all equity grants net of taxes must be held until the guideline is met . At 2024 year-end valuation of $30.58/share, holdings appear sufficient to meet/exceed guideline based on disclosed share counts and salary references .
- Hedging prohibited; policy applies to directors and officers .
- No stock options outstanding for NEOs as of 12/31/2024 .
- No pension or nonqualified deferred compensation plans for NEOs as of 12/31/2024 .
- No specific disclosure on pledging; not indicated in the proxy .
Employment Terms
Executive Employment Agreement (initial date February 2018; auto-renewal annually unless 90-day notice):
- Non-compete and non-solicit: applies during term and one year post-termination; geographic scope 50-mile radius of any company office .
- Base salary set initially at $694,900 with annual review; no downward reduction during term .
- Non-CIC termination without cause / good reason: lump-sum cash equal to remaining term base salary; pro-rata annual incentive; group health benefits for remaining term or 18 months (if longer); immediate vesting of time-based equity; performance-based vesting at target .
- CIC termination (within six months prior to or within 12 months after CIC): cash severance equal to 3x base salary plus target bonus; 36 months of health benefits; pro-rata annual incentive; full vesting of equity at target; payments cut back to avoid 280G excise taxes (no gross-up) .
Estimated termination values (as of 12/31/2024):
| Scenario | Cash Severance | Pro-rata Bonus | Benefits | Equity Vesting | Total |
|---|---|---|---|---|---|
| Without cause / good reason (non-CIC) | $2,214,000 | $608,850 | $62,133 | $1,516,069 | $4,401,052 |
| Without cause / good reason (CIC) | $4,040,550 | $608,850 | $62,133 | $1,516,069 | $6,227,602 |
| Death/Disability/Retirement | $738,000 | — | $62,133 | $580,647 | $1,380,779 |
Clawback: Incentive-based compensation subject to recovery upon accounting restatement under NYSE American/SEC rules; broader misconduct clawback provisions apply; administered by Compensation & HR Committee .
Board Governance
- Board leadership: Independent Chairman (Matthew L. Caras); Simard serves as CEO and director; Simard is not on Audit, Compensation & HR, or Governance Committees; independent directors meet in executive session after Board meetings .
- Committee roles: Simard serves on Executive, Board Risk, and Bar Harbor Wealth Management Committees .
- Independence: All director nominees except Simard are independent under NYSE American standards .
- Attendance: Board held 10 regular meetings, a strategic session, and the annual meeting in 2024; each director attended ≥96% of Board and committee meetings; all directors at the 2024 annual meeting .
Director compensation and ownership guidelines:
- Robust stock ownership guidelines also apply to independent directors; equity awards have post-service transfer restrictions; hedging prohibited .
Compensation Structure Analysis
- At-risk pay emphasis: significant weighting to variable cash and equity; multi-metric design and payout caps to discourage excessive risk-taking .
- Shift to RSUs/time-based RS over options: current program uses RSUs/RS without options; no stock options outstanding for NEOs as of 2024 .
- Annual incentives maintained with unchanged metric set vs prior year (Adjusted Net Income, NPL ratio, Efficiency Ratio, strategic initiatives); payout at 148% reflects above-target performance across metrics .
- LTI performance conditions tied to relative Core ROA and Core ROE vs custom peer index, aligning with long-term profitability goals rather than absolute stock price .
- No excise tax gross-ups; change-in-control payments subject to 280G cutback to maximize after-tax outcomes .
Equity Ownership & Insider Selling Pressure
- Scheduled vesting: substantial performance- and time-based vesting in April 2026 and April 2027 may create incremental share supply; holdings subject to ownership guidelines retention until targets met .
- Hedging prohibited; no stated pledging; Section 16 compliance timely for 2024, reducing governance risk related to reporting .
- No options (thus no forced exercise timing pressure), and no pension/nonqualified plans (limits non-performance guarantees) .
Related-Party Transactions and Risk Indicators
- No related-party transactions involving Simard disclosed for 2024; one branch lease involves a director’s minority interest, vetted under Audit Committee policy; insider loans are under Reg O and standard market terms with aggregates disclosed .
- Clawback policy active; hedging prohibition; say-on-pay approval historically supportive (87% approval in 2024) .
Compensation Peer Group & Shareholder Feedback
- Independent consultant (Meridian) advises Compensation & HR Committee; program targets market competitive levels; say-on-pay supported by 87.0% in 2024 .
Performance & Track Record
- Pay vs Performance disclosures show compensation actually paid to CEO and TSR/net income trajectory; 2024 CAP: $2,125,798, TSR 147.91, net income $43,544k, adjusted ROA 1.09% .
- 2021–2023 LTI performance outcome at 103% indicates slight above-target relative profitability vs peers .
Investment Implications
- Alignment: Strong linkage of incentives to profitability (Adjusted Net Income, efficiency, credit quality) and multi-year relative ROA/ROE peers, with clawback and ownership guidelines—supportive for long-term investors focused on bank fundamentals .
- Retention/CIC risk: CEO severance economics are meaningful (up to ~$6.23M at CIC scenario), but structured with double-trigger window and 280G cutback; non-compete/non-solicit reduce immediate competitive risk if departure occurs .
- Share supply: April 2026/2027 vesting schedules could add shares outstanding from RS/RSUs; hedging/pledging limitations mitigate adverse signaling; no options reduces sell pressure from expiring instruments .
- Governance: Independent Chair and separation from key committees help address dual-role concerns (CEO-director); consistent high attendance and executive sessions bolster oversight quality .