Jason Edgar
About Jason Edgar
Jason P. Edgar (age 48) is President of Bar Harbor Wealth Management (BHWM), leading wealth management strategy and day‑to‑day operations; he joined Bar Harbor Bankshares in 2019 as President of Bar Harbor Trust Services and Charter Trust Company and became BHWM President upon their merger on May 1, 2022 . He has 20+ years in wealth management, including senior leadership at Berkshire Hills Bancorp and Enterprise Bank, and holds a BA in Political Science from the University of Connecticut . Pay-for-performance linkages are evident: 2024 annual incentives paid at 148% of target on strong results, and 2021–2023 performance RSUs vested at 103% of target, while LTI metrics emphasize relative core ROA/ROE versus peers, reinforcing alignment with shareholder returns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bar Harbor Trust Services and Charter Trust Company (merged into BHWM 5/1/2022) | President | 2019–2022 | Led entities into combined BHWM platform; responsible for strategic direction and day‑to‑day management . |
| Berkshire Hills Bancorp | Chief Investment Officer and Director of Wealth Management | 2016–2019 | Oversaw strategic direction and daily management of the wealth business line . |
| Berkshire Hills Bancorp | New England Regional Leader | — | Regional leadership prior to CIO role . |
| Enterprise Bank | Senior Officer overseeing investment process | — | Led investment process in prior role . |
External Roles
No public company board seats or external directorships disclosed for Mr. Edgar in the executive officer bios of the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (set) |
|---|---|---|---|---|
| Base salary ($) | 318,300 | 328,000 | 338,000 | 358,000 |
| All other compensation ($) | 22,451 | 25,581 | 27,452 | — |
| Annual cash incentive design | Target bonus % of salary | Target ($) | Actual 2024 payout ($) | Payout vs target |
|---|---|---|---|---|
| 2024 Executive Annual Incentive Program | 35% | 118,300 | 175,007 | 148% |
Notes:
- Edgar received a 6% salary increase for 2024 (merit + market adjustment) and a 2025 3% merit increase to $358,000 .
Performance Compensation
| Annual Incentive Metric (2024) | Weight | Threshold | Target | Stretch | Actual | Payout factor |
|---|---|---|---|---|---|---|
| Adjusted Net Income ($000s) | 40% | 37,019 | 39,805 | 43,786 | 43,375 | 145% |
| Non‑Performing Loans / Total Loans | 10% | 0.51% | 0.38% | 0.32% | 0.22% | 150% |
| Efficiency Ratio | 10% | 65.19% | 63.91% | 62.63% | 61.84% | 150% |
| Strategic Initiatives (qualitative) | 40% | n/a | n/a | n/a | Stretch | 150% |
| Total Payout | — | — | — | — | — | 148% |
| LTI Program (2024–2026 cycle) | Metric design | Threshold | Target | Stretch | Weight | Vesting |
|---|---|---|---|---|---|---|
| Performance RSUs | Relative 3‑yr avg Core ROA vs Custom Index | 25th pct | 50th pct | 75th pct | 50% | Cliff vest after 3 years based on results |
| Performance RSUs | Relative 3‑yr avg Core ROE vs Custom Index | 25th pct | 50th pct | 75th pct | 50% | Cliff vest after 3 years based on results |
| Time‑vested RS | Time‑based vesting | — | — | — | — | 1/3 annually over 3 years |
| Edgar’s 2024 equity grant (grant date 2/13/2024) | Shares (time‑vested) | Grant date FV (time‑vested) | Shares (performance at target) | Grant date FV (performance) | Total LTI value |
|---|---|---|---|---|---|
| RS + PRSU mix (50/50 for NEOs) | 2,410 | $59,141 | 2,410 | $59,141 | $118,282 |
Additional context:
- 2021–2023 LTI performance RSUs vested at 103% of target on relative three‑year ROA (52nd percentile), evidencing balanced outperformance vs peers .
Equity Ownership & Alignment
| Beneficial ownership as of 3/10/2025 | Total shares | % of outstanding | Breakdown |
|---|---|---|---|
| Jason P. Edgar | 20,897 | <1% | Direct: 18,551; LTI due within 60 days (time/perf at target): 2,346; 401(k): none listed |
| Unvested / Unearned awards at 12/31/2024 | Time‑vested shares unvested | Market value at $30.58 | Performance RSUs (target, unearned) | Market value at $30.58 | Key vesting dates |
|---|---|---|---|---|---|
| Jason P. Edgar | 2,356 | $72,046 | 4,658 | $142,442 | Time‑vest: 749 (4/23/2026), 1,607 (4/23/2027); Perf RSUs (target): 2,248 (4/23/2026), 2,410 (4/23/2027) |
Alignment policies:
- Stock ownership guidelines: CEO 3x salary; other NEOs 1x salary; all granted equity (net of taxes/costs) must be held until guideline met .
- Hedging is prohibited by the Securities and Insider Trading Policy .
- Pledging: no explicit pledging disclosure located in the proxy; not addressed in cited sections .
- Section 16 compliance: no delinquent filings reported for 2024 .
Insider selling pressure considerations:
- Scheduled vesting events in April 2026 and April 2027 (aggregate 7,014 shares at target across time‑based and performance awards) could create liquidity windows; holding requirements tied to ownership guidelines may moderate dispositions until compliance is achieved .
Employment Terms
| Topic | Details |
|---|---|
| Current role and tenure | President, BHWM since 2022; joined Company in 2019 . |
| Severance (non‑CIC) | No cash severance for NEOs other than CEO/CFO; equity generally forfeits except as noted for death/disability/retirement . |
| Change‑in‑Control (CIC) – Severance Plan | For NEOs (other than CEO/CFO): double‑trigger severance if terminated without cause or for good reason within 12 months post‑CIC; amounts as of 12/31/2024 for Edgar: Cash $676,000; Benefits $20,711; Equity vesting $343,360; Total $1,040,071 . |
| Equity treatment (CIC) | Full vesting of outstanding equity upon CIC (single‑trigger), performance awards vest at target . |
| Equity treatment (death/disability/retirement) | Pro‑rated vesting based on actual performance; Edgar equity value estimate $137,438 as of 12/31/2024 . |
| Clawback | Incentive‑based compensation subject to SEC/NYSE‑compliant clawback policy; applies to current/former executive officers; three‑year lookback post‑restatement . |
| Tax gross‑ups | None; parachute cutback applies if beneficial after tax . |
| Non‑compete / non‑solicit | Not disclosed for Edgar in the proxy . |
Compensation Structure Analysis
| Component ($) | 2022 | 2023 | 2024 | Commentary |
|---|---|---|---|---|
| Base salary | 318,300 | 328,000 | 338,000 | Steady increases; 6% raise in 2024 (merit + market adjustment) . |
| Stock awards (grant‑date FV) | 133,675 | 137,757 | 118,282 | LTI value modestly lower in 2024 vs 2023, while structure remains 50% PRSUs/50% RS for NEOs . |
| Non‑equity incentive (cash) | 143,235 | 152,877 | 175,007 | 2024 payout at 148% of target on strong net income, asset quality, efficiency, and strategic initiatives . |
Signals:
- Mix shifts slightly toward cash in 2024 given a higher annual incentive payout and a modestly lower LTI grant; however, substantial pay remains at risk via performance‑based annual and multi‑year metrics .
- No option repricings or option grants disclosed; equity vehicle is RS/PRSU under the 2019 Equity Plan, with multi‑year vesting and performance hurdles .
Compensation Peer Group and Say‑on‑Pay
- Benchmarking: 18 Northeast/Mid‑Atlantic regional banks, ~$2–$8B assets (expanded to N. PA as needed); used as a guide, not a fixed percentile target .
- Shareholder support: Say‑on‑Pay received 87.0% approval in 2024, indicating broad investor support for plan design and outcomes .
Investment Implications
- Pay-for-performance alignment: 2024 cash incentives at 148% of target and LTI metrics tied to relative core ROA/ROE suggest management’s variable pay is sensitive to profitability and peer-relative returns, a positive for alignment with shareholder value .
- Potential selling windows: Unvested awards scheduled for April 2026/2027 create identifiable liquidity windows; however, stock ownership guidelines require retention of net shares until compliance is met, tempering near‑term selling pressure .
- Retention/CIC risk balance: For Edgar, no non‑CIC cash severance and a moderate double‑trigger CIC package (approx. $1.04M at 12/31/2024) reduce entrenchment risk while providing reasonable protection; single‑trigger equity acceleration at CIC (target for PRSUs) is common in the sector but can influence transaction incentives and should be monitored .
- Governance safeguards: Hedging prohibition and clawback policy mitigate misalignment risks; absence of excise tax gross‑ups is shareholder‑friendly .