Kenneth Smith
About Kenneth E. Smith
Independent director of Bar Harbor Bankshares (BHB); age 71; director since 2004 (21 years tenure). Retired hospitality operator and former owner/innkeeper of Manor House Inn (2003–2020) and former owner of Wonder View Inn, both in Bar Harbor, Maine. Chairs the Board Risk Committee; serves on Executive, Compensation & Human Resources, and Governance committees; independence affirmed under NYSE American standards. Board attendance ≥96% in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Manor House Inn (Bar Harbor, ME) | Owner & Innkeeper | 2003–2020 | Operated lodging business; hospitality/customer service expertise |
| Wonder View Inn (Bar Harbor, ME) | Owner | Not disclosed | Operated lodging facility; local economy relevance |
| Bar Harbor Town Council | Chairman; long-time member | Not disclosed | Local governance experience |
| Bar Harbor Rotary Club | Past President; member | Not disclosed | Civic leadership |
| Anah Shrine | Member | Not disclosed | Community involvement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Acadia National Park Advisory Committee | Member | Not disclosed | Regional stakeholder engagement |
| Bar Harbor Housing Authority | Vice Chair | Not disclosed | Affordable housing oversight |
Board Governance
- Committee assignments: Chair, Board Risk Committee; member, Executive, Compensation & Human Resources, Governance.
- 2024 committee activity (signals of engagement): BRC met 12 times; Compensation & HR met 5; Governance met 3; Executive met 1.
- BRC remit includes oversight of enterprise risk, cybersecurity/material incident disclosures, loan policy and approvals >$5M; received real-time risk reporting in 2024.
- Board independence: all nominees independent except CEO; independent directors hold regular executive sessions; independent Chair.
- Attendance: each director ≥96% of Board/committee meetings; all attended 2024 annual meeting.
- Age/tenure guardrails: bylaws generally cap nominations after age 72 (possible one-year extension for special circumstances). Smith is 71—near policy limit.
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Equity Grant | Grant Date | Shares | Grant Date Fair Value ($) | Transfer Restriction |
|---|---|---|---|---|---|---|
| 2024 | 42,000 | Restricted Shares | Nov 12, 2024 | 1,103 | 39,973 | Fully vested; not transferable until 3 months post-board service |
| Deferrals | — | — | — | — | — | Mr. Smith deferred a portion of his compensation under a Non-Qualified Deferred Compensation arrangement; unsecured creditor status for deferrals and earnings |
- 2024 director program unchanged (retainer/chair fees/equity size) versus prior year.
- No meeting fees; CEO receives no director pay.
Performance Compensation (Director)
| Component | Metrics | Vesting | Notes |
|---|---|---|---|
| Director equity retainer | None disclosed | Time-based; fully vested but restricted from transfer | Director equity is not performance-based; holding restriction aligns interests |
No director-level performance metrics (TSR/ROA/ROE/ESG) are tied to Mr. Smith’s compensation; performance metrics apply to executive LTI programs, not non-employee directors.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in BHB proxy biography |
| Compensation Committee interlocks | None; committee members are independent; only ordinary-course insider loans permitted and made on market terms |
Expertise & Qualifications
- 40+ years hospitality/customer service; insight into critical local commercial segments and loan portfolio exposure.
- Local governance/civic roles (Town Council Chair; Housing Authority Vice Chair; Park Advisory Committee).
- Risk oversight experience as BRC Chair; monthly cybersecurity and enterprise risk oversight cadence.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Notes |
|---|---|---|---|
| Kenneth E. Smith | 26,299 | * (<1%) | Includes 4,495 shares with shared voting/dispositive power with spouse |
| Shares outstanding (record date) | 15,317,222 | — | Record date March 10, 2025 |
- Securities & Insider Trading Policy prohibits hedging by directors/officers/employees; Section 16 filings timely in 2024.
- Stock ownership guidelines apply to directors and NEOs with retention requirements until guidelines met (specific director multiple not disclosed).
Insider Trades
| Item | 2024 Status |
|---|---|
| Section 16(a) filing compliance | Company believes all directors and officers timely complied for FY2024 |
| Form 4 trade disclosures (proxy) | Not detailed in proxy; consult SEC database for transaction-level records |
Related-Party & Indebtedness (Conflict Screening)
- Related-party transactions: none disclosed involving Mr. Smith in 2024; a branch lease with a company partially owned by director Lauri Fernald is disclosed (not Smith).
- Insider lending: aggregate outstanding loans to directors/NEOs $2,555,150; unfunded commitments $5,030,901 as of 12/31/2024; all on market terms under Regulation O; independence review found no criticized/non-accrual/problem loans impairing independence.
Compensation Structure Analysis (Directors)
- 2024 director pay balanced between cash retainer and equity grant; no change in retainer/chair fees or equity size versus prior year.
- Equity is time-based with post-service transfer restriction, reinforcing long-term alignment; no options or performance shares for directors.
- Clawback policy applies to executive incentive-based compensation; no clawbacks in 2024.
Say-on-Pay & Shareholder Feedback (Signal)
- 2024 Say-on-Pay approval: 87.0% support—indicates broad shareholder acceptance of compensation practices.
- Governance framework aligned with ISG principles (independent Chair; annual elections; committee independence).
Governance Assessment
- Strengths: Independent, long-tenured director with deep local market and hospitality expertise; chairs risk with robust monthly cadence and explicit cybersecurity oversight; strong attendance and independent committee structure; hedging prohibited; director equity restricted from transfer while on board.
- Potential risks/signals:
- Tenure/age: 21 years on board; age 71 vs. bylaws’ typical nomination cap at 72—refreshment and succession planning should be monitored.
- Credit oversight concentration: As BRC Chair, ensure continued independence in large-credit approvals (> $5M) and robust external loan review.
- RED FLAGS: None specific to Mr. Smith disclosed (no related-party transactions; no Section 16 delinquencies; no hedging/pledging flagged).