AGM 2021

May 18, 2021

Slides

uncertainty in late March 2020 about what to expect from the coming weeks months. Life as we knew it went away with schools and businesses closed, with a trip to the grocery store seeming like a possibly life changing endeavor. So here we are a year later with a vaccine in place and shots in the arms of many. And while the pandemic is far from over, our lives have adjusted to the new norms of mask wearing, social distancing and restricted gatherings. Through all of the trials and tribulations, Yarbank has remained vigilant in adjusting and adapting to the challenges of the pandemic. Our customers, communities and businesses have been served through PPP loan financing, refinancing mortgages and providing assistance to those most affected by the pandemic. I am proud of all that the Board and your bank has done over this past year to adapt to the rapidly changing economic conditions. Having successfully worked our way through the unprecedented challenges of the past year. I believe we have reemerged fully capable of handling the dynamics of the post pandemic economy. And now with that, I will turn the meeting over to Curtis Simard, President and CEO. Thank you, David, for calling the 2021 Annual Meeting of Shareholders of Fire Harbor Bancshares to order, And good morning, ladies and gentlemen. I am Curtis Semire, President and CEO of Bar Harbor Bancshares. And at David's request, I will serve as Chair for this meeting. This meeting will take place in 2 parts. First, we will conduct the formal business of the meeting and shareholders and those holding proxies on behalf of shareholders will have the opportunity to post questions on the specific proposals. After the formal business meeting is adjourned, I will present an update on the various aspects of the company's performance and the present state of your company. We will conduct both parts of the meeting in accordance with the rules of conduct and procedures that were provided to you online. I will introduce the directors who are present virtually today and standing for reelection later in the meeting. I would now like to welcome Josephine Ianniely, Executive Vice President, Treasurer and Chief Financial Officer, who is with us today. Also present is our Corporate Clerk, Kirsty Carter. Also attending virtually today is Ryan Hurley and Jeremy Wise from our independent registered accounting firm, RSM US LLP and our outside legal counsel is K and L Gates LLP represented virtually by Stephen L. Palmer and Bela Zaslavsky. Assisting us today as Inspector of Elections to confirm the results of our voting is Linda Piscastmo of American Election Services. All shareholders have been sent copies of the notice of today's meeting. The first order of business is the proof of mailing of the annual report, the proxy materials and the notice of this meeting. Kirsty Carter, as Clerk of the company, will you please submit the required proof and advise us as to whether a quorum is present? Thank you. I certify that notice of this annual meeting and our proxy statement were mailed beginning on April 1, 2021, to all shareholders of record as of March 16, 2021. The Inspector of Elections has reported that we have a quorum represented in person or by proxy of more than 50% of the shares entitled to vote at this meeting. Thank you. Since a quorum is present, we will proceed to present and vote on the matters described in the proxy statement. Most of you have already voted by proxy and do not need to vote again at this time unless you wish to change your vote. If you have not voted by proxy and wish to vote now, you may do so. If you are attending this meeting virtually and wish to change your vote or cast your vote now, you have the ability to do so online. The proxy materials identified 3 proposals to be considered at this meeting: the election of directors the approval of a non binding advisory resolution on the compensation of named officers for 2020, also known as a say on pay vote the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year 2021. I'll summarize each item to be voted upon and after addressing any shareholder questions relevant to any of the agenda items, we will then proceed to open the polls. The first proposal is the election of directors. Each director must be elected by a plurality of the votes cast. The directors elected today will hold office until the 2022 Annual Meeting of Shareholders or until their successors are duly elected and qualified. 12 nominees for election at this meeting are Dana H. Belair, Matthew L. Karas, David M. Coulter, Stephen H. Dimock, Martha T. Dudman, Laurie E. Fernald, Brendan J. O'Halloran, Curtis C. Simart, Kenneth E. Smith, Stephen Arthur Rowe, Scott G. Toothaker and David B. Woodside. No other persons having been nominated in accordance with the company's bylaws, the nominations are now closed. The second matter to be voted on is the resolution that the shareholders approve the compensation paid to the named executive officers of Bar Harbor Bancshares for the year ended December 31, 2020 as disclosed in the proxy statement. We are required by SEC rules to seek this approval of our 2020 executive compensation. This approval is not binding on Bar Harbor Bancshares, but our Board will take the approval into account in determining future compensation of our executive officers. This advisory vote must be approved by affirmative votes constituting a majority of the votes cast on the matter. The 3rd and final item to be voted on is the ratification of the appointment of RSM US LLP as the company's independent registered public accounting firm for the year ending December 31, 2021. This ratification requires the approval by affirmative votes constituting a majority of the votes cast on the matter. This concludes the introduction of the proposals to be presented at this meeting. We will now take questions from shareholders and proxy holders on these proposals. If you're attending via the live webcast, you may submit your question through the submit a question box on the web portal and clicking submit. Please identify yourself by name and whether you are a shareholder or a proxy holder. Please limit yourself to one question. Polls for voting on all matters are now open. Hearing nothing further on the proposals presented for shareholder consideration, the polls for voting on all matters are hereby closed. We will now report on the results of the voting. Kristi, will you please report the results of the votes based on the report of the Inspector of Elections? Based on the final voting, the Inspector of Elections has reported that by plurality of the votes cast, all of the nominees have been elected as Directors of the company and by a majority of the votes cast, a non binding advisory resolution on the compensation of the company's named executive officers for 2020 has been approved and the appointment of RSM US LLP as the company's independent registered public accounting firm for the 2021 fiscal year has been ratified. Thank you, Kirsty. Based upon this report, I declare that each of the 12 nominees has been elected as a Director and will hold office until the 2022 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified. The non binding advisory resolution on the competition of the named executive officer of the company has been approved and the appointment of RSMUS LLP as the company's independent registered public accounting firm for the 2021 fiscal year has been ratified. At this time, we have transacted all business to be conducted at this meeting and the meeting is now concluded and adjourned. I would like to now report to you on the progress of your company. Before I begin my remarks on our company's performance and the present state of our company, let me remind you that my presentation and remarks may contain statements that constitute forward looking statements for the purposes of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on our current beliefs and expectations. Our actual results may differ materially from our expectations based on a number of risks and uncertainties, which are described in our most recent annual and quarterly reports on file with the Securities and Exchange Commission. So it's been a while since we've had a chance to get together. And while we are providing consistent transparency into our strategy, I'd like to start by reminding a high level review of who BHBE is and that's simply a Northern New England based operation focused solely on Maine, New Hampshire and Vermont, which makes us very unique. We are earnings focused, believing that exceptional people committed to communities through a discipline and service model drives those earnings. We have demonstrated an ability to grow what we call old school banking fundamentals of retail deposits, commercial loan growth and entrenched cross sell to focus on fee income generation. We have a strong commitment to risk management as a tool and not a hurdle. We've taken the Bar Harbor brand on the road throughout Northern New England and have seen a genuine value proposition in our brand among a broad range of competitors of varying size and strategies. In the top right, we've provided some key performance indicators to show how we profitably grow versus a grow at all costs approach. I'll address specifics on these numbers as we proceed. Success is driven by our culture and people organized around a pay for performance environment. Below, you can see some of the transformation of our bank. These are true watershed type activities. We've included our thoughts on continuing to refine the business for the betterment of colleague learning, development and opportunity as well as community commitment and shareholder returns. Please draw your focus on the last column. We're always looking for ways to better serve our communities through branch acquisition or divestiture activities. We've executed on several profitability initiatives, some of which are still ongoing that we will discuss herein. And in the Q2, we expect to merge our 2 Wealth businesses, which as you will see further in the discussion is a critical business line for us in our past and especially as we move forward. Culture and a desire to work together has to start at the top. We've attracted significant talent across our disciplines, each with extensive experience and a long remaining runway to be focused on long run improvement of the organization. Many of us have been together for some time now, in many cases here and at prior organizations. There's a clear respect and team approach that helps steer the culture, while also challenging each other at the same time. I'd like to specifically welcome Joe Scully and John Williams to the senior executive teams and roles that touch every aspect of our company. This was part of a planned succession and I commend their preparation and assimilation into these very important roles. The outcome of starting with good leadership is a team that appreciates our communities. I'd like to specifically draw attention to the 3rd bullet that speaks to a program we run called casual for cost where employees donate through payroll deductions. It's becoming rallying cry around here and represents more than simply a company decision. And best of all, the employees get to decide where their money is distributed. In concert with that, the bank provides paid time off to volunteer at their favorite organizations. And especially with COVID and our desire to advance our culture, we've rolled out BHB Connect, where employees can acknowledge and reward one another in a workplace only social media environment. I'm pleased to report that 90% of employees are participating with over 3,500 individual recognitions having occurred since our mid April rollout of this year. There is no doubt we are making a measurable difference across a sizable 3 state footprint. We believe to be a successful bank, it has to be more than just about culture. It has to be founded in a firm strategy. Long before COVID, our model has been about balancing growth with earnings. We pursue growth, but we know cycles exist. Our forward is our view is pretty straightforward. Be a core earnings engine driven by core DDA accounts and commercial lending. Having disciplined risk culture has to be your calling card. Expand fee income as it insulates against interest rate volatility. Managing expenses is a part of every business as we created needed infrastructure to gain core earnings capability. We are now focused on improving efficiency and eliminating redundancy. This involves more leverage in contract negotiations and renewals, vendor consolidation and improving workflow modeling. Below, we've outlined some critical 2020 achievements. COVID, how does anyone talk about 2020 and not have COVID at the forefront of that discussion? We continue to make branches and services available for customers during the pandemic. Like many in our industry, we closed early as the government and ourselves figured out how to manage this new environment. We reopened our branches on June 18 and unlike much of our competition have remained open since. That's beyond just Drive Up, but full walk in service. In order to do so, we work to ensure our employees have the tools necessary to effectively do their jobs. We moved approximately 380 employees remote literally overnight and created additional PTO paid time off days to help manage the crisis. We created policies to adhere to create safety and acquired PPE to help us in that process. Beyond just our colleagues, as you'll see in a moment, we successfully supported our customers and business communities through the PPP program and other loan modifications. I would like to take a moment here to note that the Board did meet every Friday at the height of the pandemic for real time management updates and decisioning rationale. This level of transparency and communication is intricate to our style and how we manage the organization. So our goal was to remain focused even with COVID on core relationship customer growth, non interest income expansion, reduction in expenses, decrease in cost of funding and we also made major technological improvements including beginning to expand the digital platform including the rollout of Zelle and our app expansion, further improvements to cybersecurity giving ever present risks and improvement in the call center experience. The results, 13% commercial loan growth during a crisis, it sent an open for business message. Our mantra was we would lend through the crisis and we did with the right people in the right structure. We even acquired some new customers through that PPP process. We were focused on serving our own customers first. However, we did use this program opportunistically. In the all important Wealth Management business, we grew AUM to $2,700,000,000 proving to be an enviable piece of our strategy. And of course, commitment to shareholders, we effectively executed a share repurchase of more than 720,000 shares. This seems like frankly a terrific acquisition opportunity while holding the dividend. This was all possible because of prudent risk management and its presence avoiding the need for unplanned reserves. Our customers proved to be as resilient as we expected them to be. Continuing on the COVID discussion, let's speak a little more about PPP specifically. Frankly, the PPP loan environment many ways to find COVID for the banking industry. I'm proud of the way the community bank industry responded to their customers' needs. And I'm extremely proud of our in house team. They know their customer best in good times and in bad, so communication was the key. We did not outsource the process. We had colleagues from across the organization rally for customers and for one another. One of my favorite examples is we had a retail team offer to work a 3rd shift in order to enter SBA portal data at a slower time for better execution. As you can see in the chart, we processed over 1900 loans in route 1. That's a tremendous volume for a developed loan program, let alone one that was being developed while in motion. As you can see, we accelerated discussions with customers about early forgiveness application. We are now down to $23,000,000 of the $132,000,000 Our view was why wait? Why wait for some potential simple process? We worked hand in hand with customers to get their applications in early. The fee income was clearly helpful, as you can see in the bottom graph, but our teams are very enthusiastic about returning to supporting long term relationship growth endeavors. I'll touch on the latest round as we transition to Q1. Our strategy in Q1 remains unchanged and so too does our momentum. Commercial lending growth continues with our strong borrowers. Growth is not just in deposit dollars due to stimulus, but new account attraction. 22% growth in fee income, this is a key lever for us, one that is involved in every discussion. Looking forward, again, the goal is to be very consistent and steady. We focus on profitability from both revenue and expense size. We completed a revenue strategy to make sure we were focused on proper compensation of diversified revenue sources and long run performance. That was ready to be rolled out in June of last year and we postponed it due to pandemic uncertainty and customer positioning. That has since begun in January and we are now extending that to expense discipline exercises, which have been rolled out in 2 phases. Phase 1 has been implemented and will result in a decrease of salary and benefits by more than $3,000,000 annualized starting in the current quarter Q2. Phase 2 recommendations will occur over various timeframes. I would like to point out here that in 2019, we closed several branches ahead of many competitors. We view it our responsibility to always be looking at the expense structure and workflow of the company for optimal performance. A recurring theme for us is fee income diversity and growth. Over the last 12 months and in Q1 2021, fee income is up 43%, again to include only 1 quarter of our fee enhancement initiative. Trust and wealth income is up 9% and continues to be a core business line of focus and we like the referral opportunity from our retail and commercial business lines. The name consolidation is about efficiency as we've consolidated back rooms, but also leveraging the referral channels. Part of a good enterprise risk management program extends to balance sheet management, something that we spend a fair amount of time on. Liquidity is solid, yet we're pursuing further DDA growth as it represents franchise growth and protects against future rate increases. We're shrinking loan to deposit despite very strong commercial loan growth. This is deposit growth and planned resi roll off. We've expanded our liquidity stress testing capabilities in reporting. We know how to identify blind spots early rather than simply being reactive. Interest rate risk position that we currently have reflects our long term position to sell more longer term fixed rate mortgages versus putting them on our balance sheet. Granted that has been our model ever since the acquisition of Lake Sunapee and it has happened much more quickly than expected given the precipitous fall in rates, but it was our intended direction. And consistent with our commitment to all things risk management, we've enhanced and expanded our use of models throughout the organization, strengthening various AILM assumptions and testing methods. We continue to embrace this process in all decision making. Page 15 provides some color into our commercial loan growth, which is only muted by the resi finance pace, which has been discussed earlier, but this suits us just fine. We continue to see healthy pipelines in commercial real estate and C and I based on the teams and the relationships that were recruited. Alongside that lending, good credit discipline starts on the frontline. COVID forced us to test the quality of our bookings in recent years. Accelerated loan level stress testing on greater than 60% of the commercial loans in our book. We treated it almost like an acquisition and provided ourselves the comfort that outsized reserves were not necessary. We maintained 0 in bank OREO and delinquencies greater than 30 days were at mere trace levels at the end of the Q1. Page 17 provides more color into our asset quality and CECL adoption impacts. Please note the increase in non performing loans in the bottom left reflects PCI loans as a result of CECL adoption. True parallel comparison reflects flat levels of non performing loans at roughly $12,000,000 and of additional interest, certain watch credits are pending upgrade upon receipt of fiscal year end statements. The credit book is in very good shape. Alongside the work of PPP on Slide 18 was a proactive outreach for deferral to our customers. Some were preventative to deal with the unknown, but interest only was our approach. We expected the previously discussed asset quality strength to be sustained as it has. There are no negative signs. The majority of remaining on hospitality loans were principal deferrals that were negotiated through June of this year with some of our strongest borrowers and a low loan to value in the low 60s. There are no challenges on the horizon. Note, the follow through will be on the front of our minds, but frankly, we really view this as a thing of the past as the remaining are centered in a few identified situations rather than a broader issue. Deposits. The work done by Mary and our retail team transcends stimulus growth to relationship acquisition and pricing acceleration, having added more than 13,000 in new accounts. The graph helps provide some granularity on the mix. This is by far the best mix that this company has had in its history. In the last few slides, we outline our capital position even after CECL. This extends beyond regulatory well capitalized levels, but also our TCE ratio as we review best deployment opportunities for judicious capital maintenance. On Page 21, we'll wrap up our capital presentation by showing our flexibility. We have been a bank with a long history of dividend growth. As you can see with the 9% growth in Q1, we remain committed on that front. But we also model the most efficient capital use and as mentioned executed a substantial repurchase in 2020 as we committed to shareholder value preservation. After having 2 splits in the past several years, frankly, we did not want to soak up the liquidity that we had been creating, but it was the judicious action to take and we will continue to always model the best uses of our capital. In summary, our strategy remains on course. We have many levers without reliance on a single key business line. We are liquid and well capitalized. We are experiencing reasonable growth with sound risk management modeling and decision making, a strategy owned by every individual in the company. Our culture and our team are frankly differentiators. We hold a shared vision and a performance based environment. I want to thank all of my colleagues and the Board for their efforts and persistence during a very unique year. This extends to our customers for working alongside of us. On Page 22, you see our Investor Relations contact information and we always value shareholder interaction. I also want to thank our shareholders for your continued support of us year in year out. We'll now open the floor again this time for other questions and comments you may have. If you're a shareholder or a proxy holder attending via the live webcast, you may submit your question through the submit a question box on the web portal and clicking submit. I'm now ready to entertain any questions. So the first question asked about our attraction of new customers through the PPP process. Again, we focus principally on our existing customers first. There were additional opportunities. Those were typically customers that we knew from other lives that were prospects of our organization and we use that as an opportunity to accelerate our attraction of their business. There's a question, Justin, you want to take that one? I can't quite see it. Sure. There's a question about, what is the percentage goal for increasing our tangible book value each year? We don't necessarily focus on a goal for tangible book value. If you look at year over year starting from 2017, we've had a steady increase in tangible book value. It ranges anywhere from about 100 basis points to 175 basis points. Obviously, in the Q1, we saw that go down because of the implementation of CECL, but we expect that to continue as we've seen over the last 4 or 5 years. Does the bank see increased costs due to regulatory as well as expenses in technology? Clearly, technology is front of everyone's mind. We believe our value proposition in Northern New England is different than in a market like Boston, for example. So we have a mix of technology that we believe is important for our customer base, but we are not attempting to keep pace with large national money center banks that have tremendous budgets for those types of products. We're fast followers and we much like everything else we do, we model what the earn back would be on the spend. Clearly, cybersecurity and items like the call center experience improvement in our table stakes for us. And yes, there is increasing cost with that as well as there always will be with regulation. And the last question is, how is the M and A landscape as well as tuck ins for the bank? Clearly, Ben, a lot of action, if you've been following it, particularly in Massachusetts, more in the regional sized banks as there's competition to sort of see who's going to be the biggest player in Boston. That's not a money center organization. Our view today is that acquisitions in our space always have to be focus driven. Is it a business line? It's not just about branch proliferation for us. There would have to be cost saves at a pretty substantial level, again, because we want to properly deploy our capital as we work through the remaining end of the pandemic. So as we have proven through Lake Sunapee and also through the branch divestiture of Peoples, we're always on the lookout and model everything that could be an opportunity for us. Well, that concludes the questions. So it further concludes our program for the day. I thank you for coming and I thank you for your support of Bar Harbor Bancshares. Have a wonderful day.