First Bancorp Inc ME

For the period ended Apr 24, 2024. Filed Mar 8, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 24, 2024 · Filed Mar 8, 2024

FNLC$36.41-0.5%Stored close · as of Nov 6, 2026

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Contents

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider. You should read the entire proxy statement carefully before voting.

2024 Annual Meeting

	When			Where			Record Date
	Wednesday, April 24, 2024 11:00 a.m. Eastern Daylight Time			Virtually at: www.virtualshareholdermeeting.com/ FNLC2024			February 15, 2024


1	Election of EIGHT DIRECTOR NOMINEES to serve for a one-year term	FOR each nominee	6
2	Approval, on an advisory basis, of the COMPENSATION of our named executive officers (Say-on-Pay)	FOR	20
3	RATIFICATION of the Audit Committee’s selection of Berry Dunn McNeil & Parker, LLC as our independent auditors for 2024	FOR	44
	Transaction of such OTHER BUSINESS as may properly come before the meeting or any adjournment thereof

2023 Performance Highlights

· NET INCOME · · · DILUTED EPS · · · BRANCHES ·
	$29.5M			$2.66			18			with 271 Full-Time Employees

	TOTAL ASSETS			TOTAL DEPOSITS			EFFICIENCY RATIO
	$2.95B			$2.60B			52.43% is in the 19TH PERCENTILE of the Bank’s peer group

	The First Bancorp, Inc.			2024 Proxy Statement			1

CORPORATE GOVERNANCE HIGHLIGHTS

Corporate Governance Best Practices

	7 of our 8 directors are independent, including all Committee members			Annual director self-evaluation and committee assessment to ensure board effectiveness
	Independent Board Chair			All directors attended over 85% of 2023 meetings
	2 of our 8 directors are women			Regular executive sessions of independent directors
	Balance of new and experienced directors			Robust risk oversight
	Majority vote in uncontested elections No overboarding Board retirement policy following 75th birthday Stock ownership guidelines for directors and executives			Board review of company’s financial performance, strategy and succession plan Code of Business Conduct and Ethics Commitment to Environmental, Social and Governance Responsibility

BOARD OF DIRECTORS OVERVIEW


Name and Principal Occupation	Age(1)	Director since	Independent	Audit	Compensation	Governance
Robert B. Gregory Practicing attorney	70	1987
Renee W. Kelly Associate Vice President for Innovation & Economic Development, University of Maine	54	2016
Tony C. McKim President and Chief Executive Officer, The First Bancorp and First National Bank	56	2005
Cornelius J. Russell General Manager, the Samoset Resort	60	2014
Stuart G. Smith Owner and operator, Maine Sport Outfitters, the Lord Camden Inn, the Grand Harbor Inn, 16 Bay View Hotel, the Rockport Harbor Hotel, Bayview Landing, and the Breakwater Marketplace	70	1997
Kimberly S. Swan Owner of Trumpeter Inc., d/b/a Swan Agency Real Estate	61	2021
Bruce B. Tindal Licensed real estate broker; Founder, Tindal & Callahan Real Estate	73	1999 Since 2023
F. Stephen Ward Retired Treasurer and Chief Financial Officer, The First Bancorp and First National Bank	70	2018
Meetings in 2023		Board — 6		4	3	3

(1) Ages are as of December 31, 2023

			Committee Chair					Committee Member					Board Chair

	2			The First Bancorp, Inc.			2024 Proxy Statement

DIRECTOR ATTRIBUTES

Our eight directors comprise a well-balanced Board.

BOARD REFRESHMENT

We have added three new directors to our Board since 2016, including two women, representing 28% of the board.

	The First Bancorp, Inc.			2024 Proxy Statement			3

BOARD EXPERTISE

Director Skills and Experience

	4			The First Bancorp, Inc.			2024 Proxy Statement

Executive Compensation Highlights

Compensation Policies and Practices

	What We Do			What We Don’t Do
	Independent Compensation Committee that approves all compensation for our named executive officers Independent compensation consultant Annual Say-on-Pay vote Compensation Committee assesses compensation practices to eliminate or reduce incentives encouraging excessive risk Pay-for-performance philosophy Clawback policy			No pensions or any other enhanced benefit programs beyond those typically available to all employees Limited perquisites No employment agreements or commitments with respect to severance or change of control

Principal Compensation Objectives

	Our primary objective with respect to executive compensation is to attract, retain and motivate superior executive talent with the skills and experience to			successfully execute our business strategy. Our executive compensation program is designed to:

	1.				2.				3.				4.
	Provide both short-term and long-term alignment between pay and performance				Align executives’ interests with those of our shareholders				Remain competitive within the relevant marketplace in terms of total compensation				Enable the Company to attract, retain and motivate top talent

Consideration of Say-on-Pay Advisory Vote

	• The Compensation Committee believes that our recent Say-on-Pay votes affirm our shareholders’ support of our approach to executive compensation. • After considering the 96% approval in 2023 and following our annual review of our executive compensation philosophy, the Compensation Committee decided to retain our overall approach to executive compensation. • The Compensation Committee will continue to consider the outcome of our Say-on-Pay votes and feedback from shareholders when making future compensation decisions for our named executive officers.

	The First Bancorp, Inc.			2024 Proxy Statement			5

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.