Debra Miller
About Debra B. Miller
Debra B. Miller, age 67, has served as an independent director of Bar Harbor Bankshares since 2022. She is a former Vice President of External Relations at the NH Community Loan Fund (2013–June 2023) and previously a Senior Vice President and Director of Corporate Affairs in New England for Citizens Bank, where she oversaw CRA programs; she holds a BS in Urban Affairs and Economics from Winston-Salem State University . She currently serves on the Audit, Board Risk, and Compensation & Human Resources Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NH Community Loan Fund | Vice President of External Relations; led philanthropy, marketing/communications, and public policy | 2013–June 2023 | External relations, policy, and stakeholder engagement |
| Citizens Bank (New England) | Senior Vice President; Director of Corporate Affairs; CRA oversight across a 13-state footprint | Not disclosed | Public/community relations, media, internal comms, government affairs, CRA programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Winston-Salem State University | Chair, Board of Trustees | Not disclosed | Governance leadership |
| Whittier Street Health Center (Roxbury, MA) | Past Chair | Not disclosed | Community health oversight |
| University System of New Hampshire | Trustee; Chair, External Affairs Committee | Not disclosed | Appointed by Gov. Jeanne Shaheen |
| Recognitions | Susan B. Anthony Award (Manchester YWCA); Leading Women Award (Girl Scouts Patriots’ Trail Council); NH Magazine Remarkable Women | Not disclosed | Industry/community recognition |
Board Governance
- Independence: All director nominees except the CEO are independent under NYSE American standards; Miller is independent .
- Committee assignments: Audit; Board Risk; Compensation & Human Resources .
- Committee effectiveness:
- Audit Committee met 4 times in 2024; Miller is a member; committee chaired by David M. Colter; members meet independence and financial literacy standards .
- Board Risk Committee met 12 times in 2024; monthly cadence; oversight of credit, liquidity, cybersecurity, and >$5M loan approvals; Miller is a member .
- Compensation & Human Resources Committee met 5 times in 2024; uses Meridian as independent consultant; Miller is a member; no interlocks or related-party conflicts requiring disclosure .
- Attendance and engagement: The Board held 10 regular meetings, one strategic planning meeting, and one annual meeting in 2024; every director attended at least 96% of Board and committee meetings; all directors at the time attended the 2024 annual meeting .
- Board leadership: Independent Chairman (Matthew L. Caras); independent directors meet in executive session after Board meetings .
- ESG oversight: Governance Committee provides ultimate ESG oversight; dedicated ESGC reports up to the Board .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $32,000 | Quarterly cash retainer; no separate meeting fees disclosed |
| Equity grant (restricted shares) | $39,973 | 1,103 restricted shares granted Nov 12, 2024; fully vested but transfer-restricted until 3 months post Board service |
| Total | $71,973 | Director compensation overseen by Compensation & HR Committee; equity portion to align with shareholders |
Performance Compensation
| Performance Metric | Weight/Target | Outcome | Applicability to Director Pay |
|---|---|---|---|
| Performance conditions on director equity | Not applicable | Not applicable | Director restricted share grants are not performance-based; they are fully vested at grant with post-service transfer restrictions |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Non-profit/academic boards | WSSU Board of Trustees (Chair); Whittier Street Health Center (Past Chair); USNH Trustee |
| Committee interlocks | No interlocking relationships or insider participation requiring disclosure; ordinary-course insider loans excepted |
Expertise & Qualifications
- Banking/compliance and CRA oversight; corporate affairs and stakeholder management .
- Audit and risk oversight experience via committee service .
- Public policy and community engagement leadership .
- Recognized for civic leadership and women’s advancement .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Debra B. Miller | 3,912 | <1% | As of March 10, 2025; 15,317,222 shares outstanding |
| Policy items (Board-wide) | Hedging prohibited | — | Company-wide Securities & Insider Trading Policy prohibits hedging |
| Stock ownership guidelines | Directors subject to guidelines | — | Robust stock ownership guidelines apply to independent directors; retention until guidelines met; CEO 3x salary; other NEOs 1x salary; director multiple not specified |
Governance Assessment
- Strengths: Independent status; active roles on Audit, Risk, and Compensation committees; high attendance; no related-party conflicts; hedging prohibition and clawback policies bolster investor alignment at the executive level .
- Alignment: Annual director equity grants create ownership exposure; transfer restrictions until post-service enhance long-term orientation .
- Potential conflicts/red flags: None disclosed specific to Miller; Board-related party transaction involves Somesville branch lease with another director (L. Fernald) and ordinary-course insider lending across the Board; both administered under policy and Regulation O .
- Shareholder feedback: “Say-on-Pay” support was 87% in 2024, indicating general alignment with compensation practices; frequency set annually by shareholders .
Overall, Miller’s committee portfolio, independence, and attendance support board effectiveness and risk oversight; absence of disclosed conflicts and presence of conservative trading and ownership policies help sustain investor confidence .