Joseph Scully
About Joseph Scully
Joseph P. Scully (age 63) serves as Senior Vice President, Chief Information & Operations Officer (CIOO) of Bar Harbor Bank & Trust (BHBT), a subsidiary of Bar Harbor Bankshares (BHB). He has led Technology, Project & Vendor Management, Business Continuity, Real Estate Management, and Deposit/Loan Operations since April 2021. He previously spent nearly four decades across the U.S. Department of Defense and Financial Services, supervising IT & Security, Fraud, Project Management, Facilities, and Card Operations. He holds an AAS from Edison State Community College (Ohio) and is a U.S. Army veteran (Military Intelligence) .
Company performance context during his tenure (company-level):
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Total Shareholder Return – value of initial $100 | 124.33 | 142.65 | 136.30 | 147.91 |
| Net Income ($USD Millions) | $39.30 | $43.56 | $44.85 | $43.54 |
| Adjusted Return on Assets (%) | 1.10% | 1.17% | 1.15% | 1.09% |
Role impact: Scully has “spearheaded the modernization of [BHB’s] enterprise infrastructure” and “played key roles” in major strategic initiatives including M&A integrations, directly tied to technology and operations execution under his remit .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Army | Military Intelligence | Not disclosed | Early-career leadership and intelligence experience cited in bio |
| Department of Defense & Financial Services (various employers) | Technology & Operations leadership across IT/Security, Fraud, PMO, Facilities, Card Ops | ~40 years (aggregate noted) | Deep domain expertise; supervisory leadership across critical risk and technology functions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FS-ISAC | Payments Risk Council – Member (past) | Not disclosed | Industry risk collaboration and payments security perspective |
| Trusteer (IBM Security) | Product Advisory Committee – Member (past) | Not disclosed | Product/security insights relevant to fraud prevention and cyber posture |
Fixed Compensation
- Not disclosed for Joseph Scully (he is not a Named Executive Officer, and the proxy only provides detailed pay tables for NEOs). Scully is listed among executive officers but not among NEOs whose compensation is itemized .
Context: 2025 base salaries for NEOs (for benchmarking)
| Executive | 2025 Base Salary |
|---|---|
| Curtis C. Simard (CEO) | $760,000 |
| Josephine Iannelli (CFO) | $487,000 |
| Marion Colombo (EVP) | $361,000 |
| John M. Mercier (EVP) | $361,000 |
| Jason Edgar (President, Wealth) | $358,000 |
Performance Compensation
BHB’s disclosed incentive design for NEOs (indicative of company-wide performance orientation) centers on rigorous annual measures and multi-year equity tied to profitability, credit quality, and efficiency. While Scully’s specific targets/payouts are not disclosed, the structure below shows how senior pay is aligned to performance at BHB.
- 2024 Executive Annual Incentive Program (NEO framework)
| Measure | Weight | Threshold | Target | Stretch | Actual | Performance Factor |
|---|---|---|---|---|---|---|
| Adjusted Net Income ($000s) | 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 | n/a | stretch | 150% |
| Total Payout (NEOs) | — | — | — | — | — | 148% of target |
- Long-Term Incentive (LTI) Program metrics (2024–2026 plan; NEO framework)
- Mix: CEO awards (61.5% PSUs / 38.5% time-based RS), other NEOs 50% PSUs / 50% time-based RS; time-based vests 1/3 per year over 3 years; PSUs cliff-vest after 3 years based on results .
- Performance metrics and payout curve:
| Metric (50% each) | Threshold | Target | Stretch | Payout Schedule |
|---|---|---|---|---|
| 3-year avg Core ROA vs Custom Industry Index | 25th %ile | 50th %ile | 75th %ile | 50% / 100% / 150% (interpolated) |
| 3-year avg Core ROE vs Custom Industry Index | 25th %ile | 50th %ile | 75th %ile | 50% / 100% / 150% (interpolated) |
- Realized vesting (illustrative NEO outcomes)
- PSUs from 2021–2023 plan vested at 103% of target, driven by relative 3-year avg ROA at the 52nd percentile vs comparator index .
- Shares vested in 2024 (NEOs): e.g., Simard 7,288 time-vested shares ($184,241) and 12,347 performance-vested shares ($312,132); no stock options outstanding for NEOs as of 12/31/2024 .
Equity Ownership & Alignment
- Scully’s individual share ownership is not disclosed; the proxy lists directors and NEOs by name and shows “all directors and executive officers as a group (14 persons)” holding 391,122 shares (2.55% of outstanding) as of March 10, 2025 .
- Hedging is prohibited for directors, executive officers, employees, contractors, and consultants under BHB’s Securities and Insider Trading Policy .
- Clawback: BHB maintains a Dodd-Frank/NYSE American/SEC-compliant policy to recover erroneously awarded incentive-based compensation after an accounting restatement (3-year lookback); no clawbacks occurred in 2024 .
- Stock ownership guidelines: Apply to directors and NEOs (CEO 3× base salary; other NEOs 1×). All equity granted must be held (net of taxes/costs) until guideline compliance. Prior 3-year post-vesting holding periods were eliminated for grants made after guidelines were adopted .
- Pledging: No explicit pledging prohibition is disclosed in the proxy; the policy explicitly prohibits hedging .
Employment Terms
- Employment, severance, and CIC protections are disclosed only for certain NEOs:
- Employment agreements: CEO (Simard) and CFO (Iannelli) only. Non-CIC severance includes lump-sum salary for remaining term (CEO) or 3 years (CFO) plus health benefits; CEO equity fully vests at target on non-CIC severance .
- CIC protections: Change-in-control agreements for Colombo, Mercier, Edgar (24 months salary and 12 months subsidized COBRA for qualifying termination within 1 year post-CIC) .
- Equity on CIC: If awards are not assumed/converted/replaced, full vesting at target for performance-based; if assumed and termination occurs within 1 year, time-based vest in full; performance-based vest on the higher of target or actual as of the quarter end preceding CIC .
- Joseph Scully is not listed among executives with employment agreements or CIC agreements in the proxy; no specific severance or CIC provisions for him are disclosed .
Compensation Governance (structures influencing incentives and risk)
- Independent Compensation & Human Resources Committee; uses Meridian Compensation Partners as its independent consultant; 5 meetings in 2024 .
- “Pay for performance” philosophy; at least 50% of annual equity to NEOs is performance-based; multi-metric design with caps; annual risk assessment; robust clawback and ownership/retention requirements (for directors/NEOs) .
- 2024 Say-on-Pay support: 87.0% approval .
Risk Indicators & Red Flags (as disclosed)
- Hedging ban (alignment positive) .
- No stock options outstanding for NEOs as of 12/31/2024 (reduces repricing risk) .
- No SERP/defined-benefit pension or nonqualified deferred compensation plans for NEOs as of 12/31/2024 (limits hidden liabilities) .
- Section 16 compliance: All executive officers and directors timely complied with filing requirements in 2024 (process discipline) .
Investment Implications
- Execution/operational leverage: As CIOO, Scully drives modernization and integration (including M&A), which underpins efficiency ratio improvements and scalable growth; 2024 incentive achievements on efficiency (61.84% vs 62.63% stretch) and credit quality (NPLs/Loans at 0.22%) signal disciplined operations supportive of sustainable ROA/ROE—key areas within his remit .
- Retention risk: No disclosed severance/CIC protections for Scully while select peers have CIC agreements; in a bank M&A environment, this asymmetry could elevate retention risk for a mission-critical operator unless covered by undisclosed internal plans .
- Alignment: Company-wide hedging prohibition and clawback policy reduce misalignment risk; lack of disclosed individual ownership/pledging details for Scully limits precision on “skin-in-the-game” assessment .
- Pay-for-performance signals: Multi-year PSU metrics (relative Core ROA/ROE vs a custom peer index) and strong annual-plan outcomes (148% of target) emphasize profitability, asset quality, and efficiency—factors correlated with valuation resilience for well-run community banks .