Heather Jones
About Heather D. Jones
Heather D. Jones (age 54) is an independent director of Bar Harbor Bankshares (BHB), serving since 2024. She owns and operates Jones Business Services, LLC, providing accounting and organizational support to small businesses, after prior human resources roles at Lehman Brothers and Philips Electronics NAC and later leadership in real estate and property management on Mount Desert Island . Her current board tenure is 1 year as of the 2025 proxy and she is classified as independent under NYSE American standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lehman Brothers | Human Resources | Not disclosed | HR experience in financial services context |
| Philips Electronics NAC | Human Resources | Not disclosed | HR roles in large corporate environment |
| Bar Harbor Chamber of Commerce | Staff role (after moving to Maine) | Not disclosed | Community/economic engagement |
| Real estate firm (Mount Desert Island) | Owner; led operations; built Property Management Division | >10 years (noted) | Operational leadership; property management development |
External Roles
| Organization | Role | Status |
|---|---|---|
| Town of Mount Desert | Comprehensive Plan Committee | Serving currently |
| MDIRSS AOS 91 School Board | Chair | Prior service |
| Stroud Fund | Member/supporter | Prior service |
| Mount Desert Nursery School Board | Chair | Prior service |
| Mount Desert Planning Board | Chair | Prior service |
Board Governance
- Committee memberships: Audit; Board Risk Committee; Bar Harbor Wealth Management Committee .
- Chair roles: None; committee chairs are other directors (e.g., Audit—Colter; Board Risk—Smith; BHWM—Toothaker) .
- Independence: All director nominees other than the CEO are independent under NYSE American standards; Jones is listed as independent .
- Attendance: In 2024, directors attended at least 96% of Board and committee meetings; Board held 10 regular meetings plus strategic and annual meetings .
- Committee activity levels (2024): Audit—4 meetings; Board Risk—12 meetings; Governance—3; Executive—1 .
- Board leadership: Independent Chairman (Matthew L. Caras); independent directors meet in executive session; CEO not on Audit/Comp/Governance .
Fixed Compensation
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 20,043 | 39,973 (1,103 restricted shares granted 11/12/2024) | 60,016 |
- Director program design: Quarterly cash retainer plus annual equity grant; Board Chair and Committee Chairs receive additional retainers (not applicable to Jones) .
- Equity holding restriction: Restricted shares are fully vested but cannot be sold, transferred, or gifted until three months after leaving the Board .
Performance Compensation
- No performance-based components for director pay were disclosed; equity is time-based and subject to post-service transfer restrictions .
| Grant | Grant Date | Shares | Fair Value ($) | Vesting/Restrictions |
|---|---|---|---|---|
| Annual Director Restricted Stock | Nov 12, 2024 | 1,103 | 39,973 | Fully vested; transfer restricted until 3 months post-Board service |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Jones .
- Compensation Committee interlocks: The Compensation and Human Resources Committee reported no interlocks; Jones is not a member of that committee .
Expertise & Qualifications
- Small-business accounting and organizational support; HR background in major financial and industrial corporates; local government and community leadership experience .
- Reason for nomination: Experience evaluating diverse business plans across local economies and human capital development insight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Heather D. Jones | 1,110 | <1% |
| Shares Outstanding (record date) | 15,317,222 | — |
- Stock ownership guidelines: Directors and NEOs are subject to ownership and retention guidelines; all granted equity must be held until requirements are met (specific director multiple not disclosed) .
Potential Conflicts & Related-Party Exposure
- Related-party transactions: None disclosed for Jones; the only disclosed transaction involves a branch lease with an entity partially owned by another director (Lauri E. Fernald) .
- Insider indebtedness: Aggregate outstanding loans to directors, nominees, and NEOs totaled ~$2,555,150 as of Dec 31, 2024, offered under Regulation O on market terms; no extensions involved more than normal risk (individual-level details not provided) .
- Hedging: Prohibited for directors and employees under the Securities and Insider Trading Policy .
Governance Assessment
- Board effectiveness: Jones serves on Audit and Risk—core oversight functions for financial reporting, internal controls, credit and cybersecurity—supporting strong risk governance; Audit Committee is fully independent and financially literate, with designated financial experts (not Jones) .
- Independence and engagement: Independent status and committee workload, with Board-wide attendance ≥96% in 2024, signal engagement; monthly BRC cadence underscores ongoing risk oversight .
- Alignment: Director pay includes meaningful equity with post-service transfer restrictions and stock ownership guidelines, enhancing shareholder alignment .
- Investor sentiment: Say-on-Pay approval at 87% in 2024 indicates generally supportive shareholder views of compensation governance, bolstering confidence in oversight culture (contextual to the company) .
- Red flags: No related-party transactions or hedging/pledging issues disclosed for Jones; no interlocks; overall low conflict risk based on proxy disclosures .
Implications: Jones’ committee roles (Audit, Risk, BHWM) position her within critical governance controls—financial reporting integrity, credit/cyber oversight, and fiduciary services—supporting investor confidence. Absence of conflicts and strong attendance further de-risk governance exposure, while equity-based director pay with retention requirements aligns incentives with long-term performance .