James Graham

About James Graham

James E. Graham was appointed to the Bar Harbor Bankshares (BHB) Board of Directors effective July 31, 2025, following completion of BHB’s merger; he previously served as a director and as President and Chief Executive Officer of Guaranty and Woodsville Guaranty Savings Bank prior to the merger . Graham was simultaneously appointed to the Board Risk Committee (BRC) and to the Bar Harbor Wealth Management Committee; he will receive BHB’s standard independent director compensation and there are no family relationships or related-party transactions reportable under Item 404(a) . BHB’s Board is majority independent (all directors except the CEO), meets regularly in executive session, and enforces independence under NYSE American standards . Board attendance expectations are high; in 2024 each director attended at least 96% of Board and committee meetings, and all directors attended the annual meeting .

Past Roles

Board Governance

• Independence and leadership: All directors other than the CEO are independent under NYSE American; the Chairman (Matthew L. Caras) is an independent director and presides over executive sessions to ensure robust oversight .
• Committee assignments: Graham serves on BHB’s Board Risk Committee (monthly cadence, 12 meetings in 2024) overseeing credit, liquidity, cyber, and enterprise risk, and on the Bar Harbor Wealth Management Committee, which oversees the wealth management subsidiary .
• Attendance: BHB’s Board held 10 regular meetings, plus strategic and annual meetings in 2024; directors attended ≥96% of Board and assigned committees; Graham’s appointment on July 31, 2025 means his personal attendance statistics were not included in the 2024 proxy .
• Governance policies: Strict prohibition on hedging of company securities; clawback policy compliant with NYSE American/SEC rules for incentive-based compensation recovery after restatements .
• Chair/structure: Separate CEO and independent Chair model; Governance Committee oversees composition, skills, and ESG oversight .

Fixed Compensation

• Appointment-specific: Graham will receive the standard independent director cash compensation (annual $32,000 retainer) and be eligible for future equity awards consistent with peers .

Performance Compensation

• Equity is time-based restricted common stock issued annually; no performance metrics (TSR/revenue/EBITDA) are used for director equity grants at BHB .

Other Directorships & Interlocks

• Prior boards: Graham was a director at Guaranty and Woodsville Guaranty Savings Bank before the merger; his BHB appointment was contemplated by the merger agreement .
• Interlocks and related-party: BHB disclosed that Graham has no family relationships with BHB insiders and no Item 404(a) related-party transactions; none have been proposed .

Expertise & Qualifications

• Banking leadership and risk oversight: Former CEO and director of a banking organization, bringing direct credit risk, regulatory, and operational experience to BHB’s BRC .
• Wealth management governance: Appointment to BHWM Committee signals domain alignment with trust/wealth oversight .
• Board independence and ESG oversight: Governance Committee retains ESG oversight; independent board structure supports effective oversight of management .

Equity Ownership

• Beneficial ownership: As of the March 10, 2025 record date, BHB’s proxy ownership table lists director and NEO holdings, but Graham was appointed on July 31, 2025; therefore his beneficial ownership was not included in the 2025 proxy table .
• Stock ownership guidelines: Directors must own a minimum of 500 shares within 1 year of election and at least five times their annual stipend within 5 years; compliance status for Graham will be measured against these thresholds (annual stipend cited above) .

Governance Assessment

• Positive signals:

  • Independence, no related-party exposure: Appointment with standard independent director pay; no family relationships or Item 404(a) transactions; consistent with investor-aligned governance .
  • Risk oversight depth: Immediate placement on the BRC (monthly cadence) enhances board capacity for credit/cyber/liquidity oversight; wealth oversight via BHWM Committee enhances fiduciary governance of trust operations .
  • Ownership alignment: Annual director equity grants (~$40,000) with post-service transfer restrictions; robust director stock ownership guidelines (500 shares in 1 year; 5x stipend in 5 years) .
  • Policy safeguards: Prohibition on hedging; clawback for executives following restatements; independent Chair structure; regular executive sessions .

• Watch items:

  • Newly appointed director: No disclosed personal attendance or ownership yet; compliance with ownership guidelines will be assessed over the next 1–5 years .
  • Integration risk: As a former CEO/director of the acquired bank, ongoing oversight should monitor post-merger harmonization of risk culture and systems—BRC cadence mitigates this but merits continued focus .

• Board-wide context:

  • 2024 attendance strong (≥96%); committee activity robust (e.g., BRC 12 meetings; Compensation & HR 5; Audit 4) .
  • Say-on-Pay support historically strong (e.g., 88.5% in 2023), indicating constructive shareholder sentiment toward compensation governance .