Scott Toothaker
About Scott G. Toothaker
Scott G. Toothaker, age 62, has served as an independent director of Bar Harbor Bankshares since 2003 (21-year tenure) and is designated as an Audit Committee Financial Expert. He is a practicing CPA and currently serves as Office Managing Director of CBIZ, LLC; he holds an MBA from the University of Maine and a BS and MTax from Bentley College, and resides in Nashua, New Hampshire .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBIZ, LLC | Office Managing Director | As of 2025 | Practicing CPA; financial management experience across industries |
| Marcum, LLP (New Hampshire) | Office Managing Partner | As of 2024 | Practicing CPA; audit/finance expertise |
External Roles
- No other public company directorships or disclosed interlocks identified in BHB’s 2025 proxy .
Board Governance
- Committee assignments and chair roles:
- Bar Harbor Wealth Management Committee – Chair; members include Toothaker, Belair, Shaw, Jones, and Simard .
- Audit Committee – Member; Committee chaired by David M. Colter; members include Belair, Jones, Miller, Toothaker .
- Board Risk Committee – Member; members include Caras, Colter, Fernald, Miller, Shaw, Simard, Toothaker, Jones; chaired by Kenneth E. Smith .
- Executive Committee – Member; members include Belair, Colter, Fernald, Simard, Smith, Toothaker; chaired by Matthew L. Caras .
- Independence: Toothaker is an independent director; nine of ten nominees are independent (all except CEO Curtis Simard) .
- Audit Committee Financial Expert: Toothaker is specifically designated as an Audit Committee Financial Expert .
- Attendance and engagement: In 2024, the Board held 10 regular meetings plus planning and annual meetings; each director attended at least 96% of Board and committee meetings, and all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session following Board meetings; the independent Chairman (Matthew L. Caras) provides objective Board leadership .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Bar Harbor Wealth Management | Chair | Not separately enumerated in proxy (committee oversight disclosed) |
| Audit Committee | Member | 4 |
| Board Risk Committee | Member | 12 |
| Executive Committee | Member | 1 |
Fixed Compensation
| Year | Component | Amount (USD) |
|---|---|---|
| 2024 | Fees earned or paid in cash | $38,263 |
| 2024 | Total | $78,236 |
- Director compensation structure: independent directors receive quarterly cash retainers plus a single equity grant; Board Chair and Committee Chair roles receive additional retainers; CEO receives no director compensation .
Performance Compensation
| Award Type | Shares | Grant Date | Grant-Date Fair Value (USD) | Vesting | Sale/Transfer Restrictions |
|---|---|---|---|---|---|
| Restricted Shares (under 2019 Equity Plan) | 1,103 | Nov 12, 2024 | $39,973 | Fully vested at grant | May not be sold/transferred/gifted until 3 months after leaving Board service |
- Equity ownership alignment: The Board provides a significant portion of director compensation in equity to align interests with shareholders; no changes to retainers or equity grant amounts in 2024 .
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| None disclosed | — | — |
- No public company interlocks or overlapping directorships identified in the 2025 proxy .
Expertise & Qualifications
- Practicing CPA with deep finance, audit, and transition management experience across industries .
- Audit Committee Financial Expert designation (SEC-defined) .
- Advanced degrees (MBA, MTax) and BS from accredited institutions .
- Skills matrix includes financial reporting/audit/capital planning, risk management (Board skills disclosure) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Scott G. Toothaker | 46,103 | <1% (asterisk denotes less than 1%) | Beneficial ownership as disclosed; company had 15,317,222 shares outstanding as of Mar 10, 2025 (record date) |
- Section 16(a) compliance: Directors and officers timely complied with Section 16(a) filing requirements for 2024 (Forms 3, 4, 5) .
- Stock ownership guidelines: Company utilizes robust stock ownership guidelines for NEOs and independent directors (specific multiples not disclosed) .
- Pledging/Hedging: The company prohibits hedging of its securities in executive compensation policies; director-specific hedging/pledging disclosures not specified in proxy .
Governance Assessment
- Board effectiveness and independence: Toothaker’s long tenure, independence, and audit financial expert designation support robust oversight of financial reporting and controls .
- Committee leadership: Chair of the wealth management committee overseeing fiduciary trust/WM services (BHWM), a key risk and reputational area for a bank, indicating strong subject-matter stewardship .
- Engagement: High attendance (≥96%) and participation across risk and audit committees signal active oversight; independent directors regularly meet in executive session under an independent Chair .
- Compensation alignment: Mix of modest cash retainers and fully vested restricted shares with post-service holding restrictions promotes alignment without short-term incentives; stable program with no 2024 changes .
- Shareholder sentiment: Say-on-Pay support was 87.0% in 2024, indicative of investor confidence in compensation governance (though focused on NEOs, it reflects overall pay philosophy) .
- Conflicts/related party: No related-party transactions involving Toothaker were disclosed; the only related-party item in 2024 was a branch lease with an entity partially owned by another director (Fernald), approved under policy thresholds and oversight .
- Regulation O lending: Insider loans are permitted in the ordinary course under Regulation O; aggregate outstanding to directors/NEOs was ~$2.56M with ~$5.03M in commitments as of Dec 31, 2024, on market terms and subject to Board/Audit oversight—no unfavorable features disclosed .
RED FLAGS: None identified for Toothaker in the 2025 proxy. Monitoring recommended for any future services between BHB and CBIZ given Toothaker’s role, though no such transactions are disclosed in 2024/2025 .