Daina Belair
About Daina Belair
Daina H. Belair, age 69, is an independent director of Bar Harbor Bankshares (BHB) who has served on the Board since 2015. She is a retired attorney (member of the New York and District of Columbia Bars) with more than 25 years of legal experience in banking and financial services, including roles as General Counsel and Managing Director of U.S. Trust (2002–2006) and 15 years at Citibank in senior general counsel and compliance roles; she also owned and operated the Inn at Sunrise Point until mid‑2021 and primarily resides in South Carolina, maintaining ties to New England . She is independent under NYSE American rules, with the Board affirming independence for all nominees other than the CEO .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| U.S. Trust Corporation (and subsidiaries) | General Counsel and Managing Director | 2002–2006 | Senior legal leadership across wealth/private banking |
| Citibank, N.A. | Vice President & Managing Director; senior division general counsel and compliance officer positions (international corporate/institutional and Private Bank) | ~15 years (prior to 2002) | Global financial services legal/compliance leadership |
| Private law practice (Washington, D.C.) | Attorney | Earlier career | Regulatory and financial services legal background |
| Inn at Sunrise Point (Maine) | Owner/Operator | 2008–mid‑2021 | Small business operating experience (hospitality) |
External Roles
| Organization | Role | Dates | Notes/Impact |
|---|---|---|---|
| Home Counselors Inc. (Maine); Women in Housing & Finance (Washington, DC) | Director (nonprofit) | Not disclosed | Community and sector engagement |
| Penobscot Bay Chamber of Commerce | Director and Treasurer | Not disclosed | Regional economic/community ties |
| Lincolnville Business Group | President | Not disclosed | Local leadership |
| Town of Lincolnville | Budget Committee (member) | Not disclosed | Municipal budgeting experience |
No other public company directorships are disclosed in the proxy biographies .
Board Governance
- Current BHB committee roles (2025): Chair, Governance Committee; Member, Audit; Member, Executive; Member, Bar Harbor Wealth Management (BHWM) Committee .
- BHWM chair transition: Belair chaired BHWM in 2024, while in 2025 the chair is Scott Toothaker (Belair remains a member) .
- Independence: Board deems all director nominees independent except the CEO; Belair is independent .
- Attendance and engagement: In 2024 the Board held 10 regular meetings plus strategy and annual meetings; each director attended at least 96% of Board and committee meetings; BRC met 12 times, Compensation 5, Audit 4, Governance 3, Executive 1 .
- Board leadership: Independent Chair (Matthew L. Caras) and CEO/Director roles separated; independent directors meet in executive session after Board meetings .
Fixed Compensation
Director compensation structure (independent directors):
- Cash: Annual Board retainer of $32,000; Committee Chair retainers (Audit $12,000; other committees $10,000); Chair of BHWM Board retainer $10,000; additional Board Chair retainer (if applicable) $32,000 (2023 schedule; no changes in 2024 per proxy) .
- Belair’s 2023 director compensation (actual): $42,000 cash; $39,988 restricted stock; total $81,988 .
| Item | 2023 Amount |
|---|---|
| Fees earned/paid in cash – Belair | $42,000 |
| Restricted stock awards – Belair (aggregate grant-date fair value) | $39,988 |
| Total – Belair | $81,988 |
Program notes:
- No changes to the Board retainer, Committee Chair/Board Chair retainers, or equity grant amounts in 2024 .
Performance Compensation
Non-employee director equity awards (annual):
- 2023 grant: 1,496 restricted shares per independent director; value $39,988 each; fully vested at grant; transfer restricted until 3 months post-Board service .
- 2024 grant: 1,103 restricted shares per independent director; value $39,973 each; fully vested at grant; transfer restricted until 3 months post-Board service .
| Grant Year | Shares Granted (per director) | Grant Value | Vesting/Restrictions |
|---|---|---|---|
| 2023 | 1,496 | $39,988 | Fully vested; no sale/transfer/gift until 3 months after Board service ends |
| 2024 | 1,103 | $39,973 | Fully vested; no sale/transfer/gift until 3 months after Board service ends |
Performance metrics: None for director equity; awards are not performance-conditioned (restrictions are holding/transfer only) .
Other Directorships & Interlocks
- Compensation Committee interlocks: The proxy reports no Compensation & Human Resources Committee interlocks or insider participation requiring disclosure; Belair is not listed as a member of that committee .
- No other public company boards disclosed for Belair .
Expertise & Qualifications
- Significant banking, wealth management, and regulatory experience; long-tenured legal leadership at U.S. Trust and Citibank; bar admissions in NY and DC .
- Nonprofit and community leadership roles in Maine and Washington, DC; hospitality small-business experience .
- Board skills matrices list legal/regulatory, financial reporting/audit, risk management, and financial services industry competencies across the Board; Belair highlighted for financial services and governance competencies .
Equity Ownership
- Stock ownership and alignment:
- Beneficial ownership (as of record dates): 10,975 shares (Mar 8, 2024) including 1,670 shares owned by spouse; 12,078 shares (Mar 10, 2025) including 1,670 shares owned by spouse; both amounts are less than 1% of outstanding .
- Director stock ownership requirements: minimum 500 shares within 1 year and minimum 5x annual stipend within 5 years; all nominees are in conformity with Bylaws ownership requirements (the policy also applies beyond minimum shares) .
| Metric | Mar 8, 2024 | Mar 10, 2025 |
|---|---|---|
| Shares beneficially owned – Belair | 10,975 (includes 1,670 spouse) | 12,078 (includes 1,670 spouse) |
| % of shares outstanding | <1% | <1% |
Pledging/Hedging:
- Hedging of company securities is prohibited for directors and employees under the Securities and Insider Trading Policy; the proxy does not disclose pledging practices for directors .
Insider Trades
| Topic | Disclosure |
|---|---|
| Section 16(a) compliance (2024 year) | Company states directors and officers timely complied with all filing requirements for the fiscal year ended Dec 31, 2024 . |
| Section 16(a) compliance (2023 year) | Company notes certain late filings for other insiders; no Belair-specific delinquency is disclosed . |
Note: The proxy does not list Form 4 transaction-level detail for Belair; only aggregate Section 16 compliance statements are provided .
Governance Assessment
Strengths
- Independent, long-tenured director with deep financial services legal/compliance experience; serves as Governance Committee Chair (central to board effectiveness, refreshment, and ESG oversight) .
- High attendance and active committee workload (Audit, Executive, BHWM), indicating strong engagement; Board and committees met frequently with BRC monthly cadence and comprehensive risk oversight .
- Director pay mix balanced toward equity, with holding restrictions aligning with long-term shareholder interests; ownership guidelines in place and directors in conformity .
Watch items
- Related-party transactions: none involving Belair disclosed; the only material related-party item in 2024–2025 involved another director’s minority interest in a branch lease (not Belair) .
- Insider lending: As typical for banks, insider loans exist under Regulation O; amounts are aggregate and not disaggregated by person; no adverse terms or criticized classifications reported .
- Say-on-Pay: Advisory support dipped to 88.5% in 2023 from prior ~96%, still a strong majority but worth monitoring for investor sentiment; Board reports ongoing engagement .
RED FLAGS
- None disclosed specific to Belair: no related-party transactions, no Section 16(a) delinquencies for 2024, no hedging allowed by policy .
Overall, Belair’s governance profile—independence, chairing Governance, broad committee participation, and financial services legal expertise—supports board effectiveness and investor confidence, with no disclosed conflicts or attendance issues in the latest proxies .