First Bancorp Inc ME

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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The First Bancorp, Inc.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Message from Our Chief Executive Officer

Dear Shareholders:

While 2022 was somewhat of a return to normalcy after the unusual experiences of the pandemic, 2023 presented a number of challenges for the banking industry and The First Bancorp. The cycle of interest rate increases begun by the Federal Reserve in 2022 and sustained in 2023 coupled with concerns around the failure of several large regional banks in the spring combined to materially impact the Bank’s bottom line.

Net income for your Company was $29.5 million, a decrease of 24.3% from the $39.0 million reported for the year ended December 31, 2022. Earnings per common share on a fully diluted basis were down $0.87 to $2.66 per share, a decrease of 24.6% from the prior year. While earnings were down from a record year in 2022, we overcame significant headwinds to earn a Pre-Tax, Pre-Provision (PTPP) (non-GAAP) Return on Average Assets of 1.29% and a PTPP Return on Average Tangible Common Equity of 18.11%(1). Primary drivers of our 2023 earnings performance were a 14.4% year-over-year decrease in net interest income before loan loss provision and controlled operating expenses. The change in net interest income was the result of significantly increased funding costs, partially offset by loan growth. Our net interest margin was 2.49% for the year compared to 3.15% in 2022. As noted, operating costs were tightly controlled, with a small decrease in total expenses from the prior year.

Despite this challenging environment, we continued to support businesses and communities across our footprint by extending over $575 million in new loans, adding to, and enhancing our digital banking capabilities, and providing best in class service to our growing customer base.

Details of your Company’s financial performance are found in our 10-K document. Below you will find additional financial highlights as well as information about some of our 2023 successes and what we are looking forward to in 2024.

2023 FINANCIAL HIGHLIGHTS

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Total assets increased $207.5 million ending the year at $2.95 billion.

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Total loans grew to $2.13 billion, an increase of $214.8 million or 11.2% year-over-year.

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Total deposits grew to $2.60 billion, an increase of $220.8 million or 9.3% year-over-year.

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Asset Quality continued to be excellent demonstrated by a Non-Performing Assets to Total Assets ratio of 0.07%.

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Strong Liquidity with day one capacity to cover more than 150% of uninsured deposits.

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Tangible Book Value per share of $19.12 up $1.19 per share from a year ago.

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Efficiency Ratio (non-GAAP) remained favorable to peer at 52.43% for 2023.

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EMPLOYEE ENGAGEMENT

Engaging our employees in the work we do, and the goals of your Company has been one of our priorities since we began our strategic planning process in 2014. Our goal as an employer is to not only take care of our employees’ basic needs — paying a fair wage, providing the necessary benefits for them and their families, but also to help them recognize that they are part of the bigger picture. We want all of our employees to understand how they contribute to our annual corporate enterprise goals and how they help us reach our strategic goals. In 2023, we collaborated with an outside vendor to conduct an employee engagement survey. With close to 90% of our employees completing the survey, the results were overwhelmingly positive. In the overall engagement category

Despite this challenging

environment, we continued to support businesses and communities around our footprint.

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(1)

Information regarding PTPP Return on Average Assets, PTPP Return on Average Tangible Common Equity, Efficiency Ratio, which are non-GAAP measures, and reconciliations of each to their most directly comparable GAAP financial measures, are set forth in the Appendix.

​ as well as in the ratings employees gave for their experiences with their job, their manager, the people with whom they work and the Company, we exceeded the benchmarks in all categories. It was heartening to not only see the numerical results but also to read the wonderful comments employees made about their jobs and the pride they feel in working for your Company. As a further hallmark of the level of employee engagement at your Company, our employees collectively volunteered over 11,000 hours of time serving their communities in 2023. We are always pleased to support these efforts which range from serving on boards of non-profits to volunteering at local food pantries. Being a true community banker means serving our communities in a variety of ways.

LOOKING AHEAD

2023 was definitely a challenging one for your Company, but we continue to live by our brand phrase “Our Best Days Are Ahead” and we believe that as much today as we ever have. That phrase was put into action during the fourth quarter of 2023 as we enthusiastically dove into creating a new three-year strategic plan. This new plan, which we will implement in 2024-2026, was influenced by every employee in the Bank. We put our management team to work, having listening sessions with their employees and getting their ideas on the future of First National Bank. With initiatives ranging from Organic and Inorganic Growth to Facilities Improvements to Enterprise Risk Management, we have action items in place to foster continued growth and success for your Company. As we start 2024, we are diving right in to set our goals based on these initiatives.

As we look ahead, I want to thank all of you for the faith you show in me to lead your Company. I could not do it without our fantastic team, and our Board of Directors that I have by my side as we navigate these unusual times. I am humbled by your faith in me.

Notice of 2024 Annual Meeting of Shareholders

Items of Business

How to Vote

Regardless of the number of shares you own, your vote is important. Whether or not you expect to attend the meeting, the prompt return of your proxy will save follow-up expenses and assure the proper representation of your shares.

You may revoke your proxy if you so desire at any time before it is voted.

Have your proxy card or voting instruction form with your 16-digit control number and follow the instructions.

DEADLINE

Vote by 11:59 P.M. ET on 04/23/2024 for shares held directly and by 11:59 P.M. ET on 04/21/2024 for shares held in a Plan.

If you are a beneficial owner, please refer to the information provided by your broker, bank or other nominee.

This Proxy Statement is being furnished to Shareholders of The First Bancorp, Inc. (the “Company”), the parent company of First National Bank (the “Bank”), in connection with the solicitation of Proxies on behalf of the Board of Directors, to be used at the virtual Annual Meeting of Shareholders of the Company to be accessed at

www.virtualshareholdermeeting.com/FNLC2024, on Wednesday, April 24, 2024, at 11:00 a.m. Eastern Daylight Time, and at any adjournment thereof for matters described in the Notice of Annual Meeting of Shareholders. This Proxy Statement is first being mailed to Shareholders on or about March 15, 2024. This solicitation is made by the Company, which will bear the expenses thereof.

The Proxy solicited hereby, if properly signed and returned to the Company and not revoked prior to its use, will be voted in accordance with the instructions contained therein. If no contrary instructions are given, each Proxy received will be voted FOR the nominees for Directors described herein, FOR approval of the matters described below and upon the transaction of such other business as may properly come before the meeting, in accordance with the best judgment of the persons appointed as Proxies; provided, however, that broker non-votes will not be voted in favor of the election of Directors.

Directors are elected by the vote of the holders of a majority of the outstanding shares of stock entitled to vote at the meeting. To be approved, any other matters submitted to our shareholders, including the ratification of Berry Dunn McNeil &

Parker, LLC as our independent auditors, require the affirmative vote of the holders of the majority of shares present in person or represented by proxy at the annual meeting and entitled to vote.

Shares that abstain from voting as to a particular matter will be counted for purposes of determining whether a quorum exists and for purposes of calculating the vote with respect to such matter but will not be deemed to have been voted in favor of such matter. Shares held in “street name” by banks, brokers or other nominees who indicate on their proxy cards that they do not have discretionary authority to vote such shares as to a particular matter, which we refer to as “broker non-votes” will be counted for the purpose of determining whether a quorum exists but will not be considered as present and entitled to vote with respect to a particular matter unless the beneficial owner(s) of the shares instruct(s) such record holder how to vote such shares. Accordingly, abstentions will have the effect of a vote against a proposal, and broker non-votes will not have any effect upon the outcome of voting with respect to any matters voted on at the annual meeting (but will have the effect of negative votes with respect to the election of Directors).

By Order of the Board of Directors,

Susan A. Norton,

Clerk

March 15, 2024

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