David Colter

About David M. Colter

Independent director of Bar Harbor Bankshares since 2016, age 57. President & CEO of GAC Chemical Corporation in Searsport, Maine; previously in Ernst & Young’s Financial Institutions Group. Holds Certified Public Accountant (CPA) and Chartered Global Management Accountant (CGMA) designations; resides in Hampden, Maine . All director nominees except the CEO are independent under NYSE American standards, confirming Colter’s independence .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit (Chair), Executive, Compensation & Human Resources, Board Risk .
• Audit Committee leadership: Colter is an Audit Committee Financial Expert; Audit Committee met 4 times in 2024 .
• Risk oversight: Member of Board Risk Committee (BRC), which met 12 times in 2024 and oversees enterprise risks, cybersecurity incident reporting, credit approvals >$5MM, and monthly risk reporting cadence .
• Compensation & Human Resources Committee: 5 meetings in 2024; oversees director pay, clawback policy, incentive risk; all members independent .
• Executive Committee: Exercises Board powers between meetings; 1 meeting in 2024 .
• Independence and leadership: Independent Chairman (Matthew Caras); independent directors meet in executive session after Board meetings .
• Attendance: Each director attended at least 96% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting .
• Section 16 compliance: All directors and officers timely filed ownership reports for FY2024 .

Fixed Compensation

• Equity grant details: Each independent director received 1,103 fully vested restricted shares on November 12, 2024 under the 2019 Equity Plan; shares may not be sold/transferred/gifted until three months after leaving the Board .
• Pay stability: No changes to board retainer, committee chair fees, Board Chair fees, or equity grant amounts in 2024 .
• Mix: Based on $44,000 cash and $39,973 equity, Colter’s 2024 director pay was ~52% cash and ~48% equity (derived from ).

Performance Compensation

• Director equity is time-based restricted stock with transfer restrictions; no performance-based metrics or options disclosed for directors. The Company’s disclosed performance metrics (Core ROA/ROE vs custom index; annual incentive scorecard) apply to NEOs, not to director compensation .

Other Directorships & Interlocks

• Compensation Committee interlocks: None reported; no member was an employee; no related-party transactions beyond ordinary-course loans; no other interlocking relationships requiring disclosure .

Expertise & Qualifications

• CPA and CGMA credentials; designated Audit Committee Financial Expert .
• Principal executive of a manufacturing company (GAC Chemical), adding operational/industrial expertise .
• Nonprofit and community leadership (audit committee, board roles), enhancing governance perspective .
• Board skills matrix shows financial reporting/audit and risk management capabilities across directors; Colter highlighted accordingly .

Equity Ownership

• Shares outstanding as of March 10, 2025: 15,317,222 .
• Stock ownership guidelines: Directors and NEOs are subject to ownership and retention requirements; all equity granted (net of taxes/fees) must be held until ownership requirements are met; post-vesting 3-year holding requirement was replaced by stock ownership guidelines for grants after 2022 .
• Hedging: Prohibited for directors and employees under Securities and Insider Trading Policy .
• Pledging: No specific pledging policy disclosed for directors; not referenced in filing .

Governance Assessment

• Strengths

  • Independence and leadership: Independent director, Audit Chair, and Audit Committee Financial Expert; independent Chair and regular executive sessions support robust oversight .
  • Engagement: High attendance (≥96%) across Board and committees; active role on BRC with strong cybersecurity and credit oversight cadence .
  • Alignment: Meaningful annual equity grant with retention restrictions; director pay mix balanced between cash and equity; stock ownership guidelines apply to directors .
  • Pay governance: No director pay increases in 2024; compensation overseen by independent committee with external consultant; Say‑on‑Pay support 87% (indicator of investor confidence in broader pay practices) .

• Watch items / potential conflicts

  • Insider loans: Aggregate loans to directors/NEOs ~$2,555,150 and unfunded commitments ~$5,030,901 as of Dec 31, 2024. However, loans are on market terms under Regulation O with no unfavorable features, and audited/overseen per policy .
  • Related‑party transactions: Only disclosed RPT is a branch lease with a separate director’s affiliated entity (not involving Colter) .
  • No disclosed director pledging; hedging prohibited; continue to monitor policy compliance and any future RPTs .

• Overall: Colter presents strong financial oversight and risk management credentials as Audit Chair with high engagement and independence; compensation and ownership structures are reasonably aligned with shareholder interests, and no direct red flags relating to Colter were disclosed in 2024 filings .