Josephine Iannelli
About Josephine Iannelli
Executive Vice President, Chief Financial Officer and Treasurer of Bar Harbor Bankshares since October 2016; age 52 as of March 10, 2025, with a BS in Accounting from Baldwin Wallace University and prior senior finance roles at Berkshire Hills Bancorp, National City/PNC, KeyCorp, and KPMG . Under her tenure, 2024 company performance included net income of $43.5M, adjusted ROA of 1.09%, and cumulative TSR of 147.91 (value of $100 initial investment) versus peer TSR of 121.52; annual incentives paid at 148% of target on metrics including adjusted net income, asset quality, efficiency ratio, and strategic initiatives . She resides in Hinckley, Ohio and also serves as CFO/Treasurer for the bank subsidiary and BHWM .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bar Harbor Bankshares (BHB) | EVP, CFO & Treasurer | 2016–present | Senior financial leadership across accounting policy, FP&A, treasury, IR, SEC/regulatory reporting, investments, tax, and M&A . |
| Berkshire Hills Bancorp | Senior EVP, CFO & Treasurer | — | Led finance at a public bank; experience later leveraged at BHB . |
| National City Corporation / PNC Financial Services | Various finance roles through acquisition/integration into PNC | — | Public-company finance and integration experience . |
| KeyCorp | Finance roles | — | Large bank financial management experience . |
| KPMG | Early career | — | Public accounting foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Maine Seacoast Mission | Director, Secretary, Chair of Audit Committee | — | Nonprofit board leadership and audit oversight . |
| Camp Beech Cliff | Trustee, Chair of Finance Committee (prior) | — | Finance committee leadership (prior) . |
| Consulting practice | Owner (prior) | — | Served national and international public clients . |
Fixed Compensation
Multi-year summary compensation (CFO, USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary | $445,600 | $459,000 | $473,000 |
| Stock awards (grant-date fair value) | $213,846 | $220,302 | $189,154 |
| Non‑equity incentive (annual bonus) | $233,940 | $244,497 | $279,893 |
| All other compensation | $28,948 | $30,674 | $42,598 |
| Total | $922,334 | $954,473 | $984,645 |
Base salary progression (CFO, USD):
| Year | Base Salary |
|---|---|
| 2024 | $473,000 |
| 2025 | $487,000 |
Annual bonus target (CFO):
- Target opportunity: 40% of base salary; 2024 target $189,200; 2024 payout 148% of target = $279,893 .
Perquisites/benefits:
- Fitness/country club membership reimbursement, auto allowance, 401(k) match, employer-paid life insurance (executive benefits program) .
No pension/SERP or nonqualified deferred comp:
- Company discloses no pension benefits or nonqualified deferred compensation for NEOs as of 12/31/2024 .
Performance Compensation
Annual Cash Incentive (2024 design and results):
| Metric | Weight | Threshold | Target | Stretch | Actual | Performance 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 | 40% | n/a | n/a | n/a | stretch | 150% |
| Total payout vs target | — | — | — | — | — | 148% |
Long-Term Incentive (LTI) structure and 2024 grants:
- CFO LTI target: 40% of base salary; mix 50% performance‑vested RSUs and 50% time‑vested restricted stock; time‑vest vests ratably over 3 years; PSU cliff‑vests after 3‑year performance period .
- 2024 grant details (2/13/2024):
- Time‑vested shares: 3,854; grant‑date fair value $94,577 .
- Performance‑vested RSUs at target: 3,854 (threshold 1,927; stretch 5,781); grant‑date fair value $94,577 .
Vesting activity (2024):
- Shares vested (CFO): 3,736 time‑vested ($94,446) and 3,957 performance‑vested ($100,033) .
- Holding requirements: post‑vesting holding three years for certain historical grants or until stock ownership guidelines are met (see Ownership Guidelines) .
Equity Ownership & Alignment
Beneficial ownership (as of March 10, 2025):
- Total beneficially owned: 44,210 shares; less than 1% of shares outstanding (15,317,222) .
- Breakdown: 40,457 direct; 0 via 401(k); 3,753 long‑term incentive shares scheduled to be issued within 60 days (target) .
Outstanding unvested/uneamed equity (12/31/2024):
| Category | Shares | Market value basis | Vesting details |
|---|---|---|---|
| Time‑vested unvested | 3,768 | $115,215 at $30.58/share | 2,569 vest 4/23/2027; 1,198 vest 4/23/2026 . |
| Performance‑vested (target) | 7,449 | $227,790 at $30.58/share | 3,854 (2027) and 3,595 (2026) schedule; vest based on 3‑yr performance . |
| Stock options | 0 | — | No NEO options outstanding . |
Policies and alignment mechanisms:
- Stock ownership guidelines: NEOs must own shares equal to 1x base salary; all equity granted (net of taxes/fees) must be held until requirement met .
- Hedging: Prohibited for directors, executive officers, employees, contractors, consultants .
- Pledging: No specific pledging policy disclosure identified in the proxy; not disclosed .
- Clawback: Recovery policy compliant with NYSE American/SEC rules; applies to restatement-related erroneously awarded incentive comp within prior three fiscal years; no clawbacks in 2024 .
Employment Terms
Key terms (CFO):
| Provision | Non‑CIC termination (without cause / good reason) | Change in control (CIC) with qualifying termination | Notes |
|---|---|---|---|
| Cash severance | 3x base salary (lump sum) | 3x base salary + 3x target bonus (lump sum) | 12‑month window post‑CIC for termination (or in anticipation for CFO) . |
| Pro‑rata annual bonus | Not specified in 2020 8‑K for CFO; 2025 table shows pro‑rata bonus component included in totals | Pro‑rata annual incentive for year of termination (CEO explicit; CFO totals include pro‑rata figure) . | |
| Benefits continuation | 36 months of company share of medical/vision/dental premiums | 36 months of company share of medical/vision/dental premiums | |
| Equity vesting | Forfeiture absent CIC; 2025 table shows equity value only for specified scenarios | Full vesting of outstanding equity at target for PSUs upon CIC (single‑trigger equity acceleration) | |
| Non‑compete / non‑solicit | 1‑year restrictive covenants post‑employment | Same | Employment agreement initial 3‑year term (from 2020) with automatic 1‑year renewals absent notice; renewed Mar 8, 2024 . |
| Excise tax gross‑ups | None; cutback to maximize after‑tax payout if needed | None; cutback approach |
Illustrative estimated payouts as of 12/31/2024 (CFO):
- Non‑CIC termination: $1,419,000 cash severance; $283,800 pro‑rata bonus; $62,133 benefits; $571,966 equity vesting; total $2,336,898 .
- CIC + qualifying termination: $2,270,400 cash; $283,800 pro‑rata bonus; $62,133 benefits; $571,966 equity vesting; total $3,188,298 .
- Death/Disability/Retirement: $473,000 cash; $62,133 benefits; $228,975 equity; total $764,108 .
Compensation Structure Analysis
- Pay mix shift toward at‑risk pay is evident: annual cash incentives paid 148% of target in 2024 on above‑target adjusted net income, asset quality, efficiency, and strategic execution; LTI awards remain split 50/50 between PSUs and time‑vested shares for CFO, with multi‑year vesting and holding requirements .
- Equity is delivered entirely in stock (no options), reducing leverage and repricing risk; no options outstanding for NEOs, and no repricing activity disclosed .
- Governance safeguards include prohibitions on hedging, robust clawback, and ownership guidelines (1x salary for NEOs), supporting alignment with shareholders; no excise tax gross‑ups on CIC benefits .
- Say‑on‑Pay support was 87.0% in 2024, indicating broad shareholder acceptance of pay practices .
Equity Ownership & Insider Selling Pressure
- Near‑term supply: 2024 vesting delivered 7,693 shares to the CFO (3,736 time‑vested; 3,957 performance‑vested), but shares are subject to three‑year post‑vesting holds for certain legacy grants or retention under the stock ownership guidelines until compliance, moderating immediate selling pressure .
- Forward vesting over 2026–2027: 3,768 time‑vested shares scheduled (1,198 on 4/23/2026; 2,569 on 4/23/2027) plus 7,449 PSUs at target tied to 3‑year performance, with scheduled payout years 2025–2027; performance shares vest on CIC at target (single‑trigger for equity) .
- Hedging prohibited; no pledging disclosure found; beneficial ownership <1% of outstanding shares (44,210 total; 40,457 direct; 3,753 LTI within 60 days; 0 via 401k) .
Performance & Track Record
- Financial performance under 2024 plan year: Net income $43.5M; adjusted ROA 1.09%; annual metrics exceeded targets driving 148% incentive payout; asset quality (NPL/Loans 0.22%) and efficiency ratio (61.84%) achieved stretch factors .
- Shareholder returns: Cumulative TSR value $147.91 over the measurement period vs peer TSR $121.52, per Pay‑Versus‑Performance disclosure .
- Key performance measures used for pay linkage include adjusted net income, adjusted ROA, adjusted ROE, NPL/Loans, and efficiency ratio .
Employment Terms (Additional Governance)
- 2024 renewal: Employment agreement renewed March 8, 2024 with CIC, confidentiality, and non‑competition provisions; equity vests fully upon a change in control per plan terms .
- 2020 employment agreement baseline: 3‑year initial term with auto‑renewals; severance economics and 1‑year non‑compete/non‑solicit established in 2020 8‑K .
Investment Implications
- Alignment and retention: Meaningful unvested equity through 2027, ownership guidelines requiring retention, and no options suggest lower near‑term selling pressure; however, single‑trigger equity vesting on CIC can create supply if a transaction occurs .
- Pay for performance: 2024 incentives paid well above target on efficiency, asset quality, and earnings, indicating strong operating execution; continued use of multi‑metric scorecards and performance‑weighted LTI supports risk‑balanced incentives .
- Downside protection: Double‑trigger cash severance (3x salary + 3x target bonus) and 36 months of benefits provide substantial retention but not atypical for regional banks; absence of excise tax gross‑ups is shareholder‑friendly .
- Ownership and risk controls: Hedging prohibition, clawback policy, and stock ownership guidelines reinforce alignment; lack of disclosed pledging policy is a minor governance gap to monitor .
- Say‑on‑Pay support (87%) and consistent governance practices suggest limited near‑term compensation‑related activism risk .