John Mercier
About John Mercier
John M. Mercier (age 61) is Executive Vice President and Chief Lending Officer (CLO) of Bar Harbor Bank & Trust (BHBT), a role he has held since October 1, 2018, after joining in April 2017 as EVP, Senior Loan Officer for NH and VT . He holds a BS in Finance from Bentley College and is a graduate of the New England School of Banking . Company performance context during his tenure shows steady profitability: net income of $43.6M in 2024, $44.9M in 2023, and $43.6M in 2022, while company TSR in 2024 equated to $147.91 on a $100 base, above the weighted peer group’s $121.52 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BHBT | EVP & CLO | 2018–present | Leads long-term lending strategy, portfolio mix, growth and market penetration |
| BHBT | EVP, Senior Loan Officer (NH & VT) | 2017–2018 | Senior regional lending leadership supporting market development |
| Citizens Bank; KeyCorp; TD Bank; Primary Bank | Various lending/leadership roles | Not disclosed | 35+ years across cycles; broad credit experience supporting execution and risk management |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Manchester, NH Police Commission | Commissioner | Not disclosed | Public-sector governance and community engagement |
| Elliot Health System | Former Trustee | Not disclosed | Health system oversight |
| Southern NH Health System | Past Chair; Trustee Emeritus | Not disclosed | Health system leadership and governance |
| Manchester-Boston Regional Airport Authority | Past Chairman | Not disclosed | Transportation authority governance |
| Granite United Way; NH Institute of Art; Manchester Boys & Girls Club | Past Trustee | Not disclosed | Nonprofit leadership and community impact |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 328,900 | 328,900 | 350,000 |
| All Other Compensation ($) | 31,034 | 36,125 | 44,811 |
| 2025 Base Salary Set ($) | — | — | 361,000 (set for 2025) |
Notes:
- Executive benefits include reimbursement of select membership fees, automobile allowance, 401(k) match, and employer-provided life insurance value .
- No pension/SERP or nonqualified deferred compensation plans for NEOs as of 12/31/2024 .
Performance Compensation
Annual Incentive Plan (AIP) structure and outcomes (2024)
| Metric | Weight | Threshold | Target | Stretch | Actual | Performance Factor |
|---|---|---|---|---|---|---|
| Adjusted Net Income ($000) | 40% | 37,019 | 39,805 | 43,786 | 43,375 | 145% |
| NPLs / Total Loans | 10% | 0.51% | 0.38% | 0.32% | 0.22% | 150% |
| Efficiency Ratio | 10% | 65.19% | 63.91% | 62.63% | 61.84% | 150% |
| Strategic Initiatives | 40% | n/a | n/a | stretch | stretch | 150% |
| Total AIP Factor | 148% |
| AIP Detail | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target as % of Salary | 30% | 40% (raised by 2024) | 40% |
| AIP Target ($) | 98,670 | 140,000 | 140,000 |
| AIP Payout ($) | 148,005 | 180,576 | 207,109 |
Long-Term Incentive (LTI)
- Design: For non-CEO NEOs, 50% performance-vested RSUs (3-year cliff) and 50% time-vested restricted stock (1/3 annually over 3 years); target LTI = 35% of base salary .
- 2024 LTI Grant to Mercier: $61,227 time-vested; $61,227 performance at target; total $122,454 .
- 2021–2023 PSU vesting paid out at 103% of target (company-wide) .
- 2024 Stock Vested: Mercier received 2,413 time-vested shares ($61,001) and 2,556 performance-vested shares ($64,616) .
Equity Ownership & Alignment
Beneficial Ownership (record dates)
| As of Record Date | Direct Shares | 401(k) Plan | LTI Shares due within 60 days | Total Beneficial |
|---|---|---|---|---|
| Mar 15, 2023 | 13,618 | — | 4,529 | 18,147 |
| Mar 8, 2024 | 19,282 | — | 3,314 | 22,596 |
| Mar 10, 2025 | 23,349 | — | 2,424 | 25,773 |
- Ownership as % of shares outstanding: less than 1% (15,317,222 shares outstanding on 3/10/2025) .
- Outstanding Awards at 12/31/2024 (not yet vested):
- Time-vested: 2,438 shares (774 vest 4/23/2026; 1,663 vest 4/23/2027), value $74,544 at $30.58 .
- Performance (target): 4,818 shares (2,323 vest 4/23/2026; 2,495 vest 4/23/2027), value $147,334 at $30.58 .
- No stock options outstanding for any NEO as of 12/31/2024 .
- Stock ownership guidelines: CEO 3x salary; other NEOs 1x salary; net shares from grants must be held until guideline met .
- Hedging: Prohibited for directors, officers, employees, contractors and consultants . Pledging: not disclosed in the proxy .
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement | Only CEO and CFO have employment agreements; other NEOs (including Mercier) do not have general severance outside change-in-control . |
| Change-in-control (CIC) trigger | Double-trigger for other NEOs: termination without cause or with good reason within 12 months after a CIC . |
| CIC economics (Mercier) | Cash severance $700,000; benefits $15,315; equity vesting $355,075; total $1,070,390 . |
| Death/Disability/Retirement (Mercier) | Equity vesting value $142,058; no cash severance or pro-rata bonus . |
| Clawback | Policy compliant with SEC/NYSE American; 3-year lookback for restatement-related recovery; applies to cash and equity awards . |
| Tax gross-ups | Company states no “golden parachute” excise tax gross-ups in severance arrangements . |
| Non-compete / Non-solicit | Not disclosed in proxy. |
Compensation structure analysis
- Year-over-year mix: 2024 total comp $724k (salary $350k; bonus $207k; equity grant $122k), up modestly vs 2023 ($688k) as higher AIP factor (148% vs 133%) and equity values offset salary step-up .
- At-risk pay emphasis: AIP (40% target of salary in 2024) and LTI (35% target of salary for non-CEO NEOs) indicate majority variable pay aligned to performance .
- Metrics rigor: 2024 outcomes exceeded target on profitability (Adj. NI), credit quality (NPLs), and efficiency; strategic initiatives at stretch; company-wide AIP factor 148% .
- Equity design: 50/50 time vs performance RSUs balances retention (time-vested) with performance alignment (3-year cliff PSUs), with holding requirements until ownership guidelines met .
- Option risk: With no stock options outstanding, forced-exercise or expiration-driven selling pressure is minimized .
Company performance context (select measures)
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000) | 43,557 | 44,852 | 43,544 |
| Total Shareholder Return (indexed) | — | — | 147.91 (Company) vs 121.52 (Peer group) |
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑pay approval: 88.5% in 2023 ; 87.0% in 2024 .
- Compensation peer group (18 regional banks, $2–$8B assets, Northeast/Northern PA) includes CAC, CATC, CHMG, CCNE, EBTC, FISI, GCBC, HONE, OBT, PFIS, FNLC, TMP, TRST, WASH, WNEB, BWFG, CZFS, CZNC .
Investment Implications
- Alignment: Mercier’s incentives (40% AIP target; 35% LTI with 50% PSUs) are tightly tied to profitability, credit quality, efficiency, and strategic execution; strong 2024 over‑performance produced a 148% AIP payout, consistent with pay‑for‑performance .
- Retention risk: No employment agreement and no severance outside CIC for Mercier increases retention sensitivity; however, meaningful unvested equity with multi‑year vesting and stock holding guidelines create retention hooks .
- Selling pressure: No options outstanding, annual time‑vesting cadence, and ownership‑guideline holding reduce near‑term selling pressure; 2024 vesting totaled ~4,969 shares for Mercier across time and performance awards .
- Governance: Robust clawback and hedging prohibition, high say‑on‑pay support, and established peer benchmarking mitigate governance and pay risk .