DEF 14A of First Bancorp, Inc /ME/
Filed Mar 8, 2024 · FY20230001104659-24-032208
DEADLINE
| Executive Compensation Tables and Narrative | 35 | | Summary Compensation Table | 35 | | Grants of Plan-Based Awards Table | 36 | | Outstanding Equity Awards at Fiscal Year End Table | 37 | | Options Exercised and Stock Vested Table | 37 | | 2023 Equity Incentive Plan Table | 37 | | Other Employee Benefits | 37 | | Compensation Policies and Practices | 38 | | CEO Pay Ratio | 39 | | Pay versus Performance | 40 | | Compensation Committee Report | 43 | | AUDIT MATTERS | 44 | | PROPOSAL 3—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS | 44 | | Audit Fees and Services | 44 | | Report of the Audit Committee | 45 | | STOCK OWNERSHIP INFORMATION | 46 | | Security Ownership of Directors, Management and Principal Shareholders | 46 | | ADDITIONAL INFORMATION | 48 | | Information about the Annual Meeting and Voting | 48 | | Information about Shareholder Proposals | 51 | | Shareholder Communication with the Board | 51 | | Accessing Company Financial Statements and Reports and Online Information | 51 | | Other Matters | 52 | | APPENDIX | 53 |
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS The health of the Company depends on a strong, independent and attentive Board. The Governance Committee of the Board of Directors believes that it is necessary for each of the Company’s Directors to possess a considerable amount of business management and educational experience. In addition, Directors must have sound judgment, wisdom, integrity and ethics. Directors are encouraged to attend seminars and courses to enhance their directorship skills. Each of our outside Directors brings to the Company knowledge from their field of expertise, including leadership, finance, marketing and human resources, through the management of their own companies, organizations or professional practices. These experiences provide perspective, analytical insight and objectivity when overseeing and evaluating Management. In addition, all Directors serve as referral sources for the Bank. All Directors of the Company also serve on the Bank’s Board and meet the requirements for Directors as set forth by the Office of the Comptroller of the Currency. The Board’s familiarity with the Bank’s systems and controls is crucial in maintaining the Company’s safety and soundness. In order to be a candidate for a Director of the Company, each individual must meet the following criteria: • Be a citizen of the United States. • Have the financial capacity to own and/or purchase the minimum equity interest in the Company as specified in the Company’s bylaws. • Be available to attend the monthly meetings of the Board of Directors and Board Committee meetings, as scheduled from time to time. • Have the ability and willingness to represent the interests of the Shareholders of the Company. • Meet any additional criteria that the Office of the Comptroller of the Currency may establish for directors of a national bank. If any person named as nominee should be unwilling or unable to stand for election at the time of the Annual Meeting, the holder of the Proxy will vote for any replacement nominee or nominees recommended by the Board of Directors. Each person listed has consented to be named as a nominee, and the Board of Directors knows of no reason why any of the nominees may not be able to serve as a Director if elected. In order to be elected a Director of the Company, a nominee must receive the affirmative vote of the holders of a majority of the shares of the Company’s Common Stock outstanding on the Voting Record Date. Broker non-votes or abstentions will not be counted as affirmative votes. Per the Company’s Resignation Policy, the Governance Committee shall only nominate for election or re-election candidates who agree to tender irrevocable resignations that will be effective upon the failure to receive the required vote at the next annual meeting. In the event a Director does not receive the required votes, the Governance Committee would determine whether to accept the Directors resignation and make its recommendation to the full Board. The Board will act on the Governance Committee’s recommendation and publicly announce the decision within 90 days following the shareholder meeting.
PROPOSAL 1 — ELECTION OF DIRECTORS
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PROPOSAL 1 — ELECTION OF DIRECTORS
The Governance Committee has nominated the following individuals to be submitted to a vote of the Shareholders at the meeting, each to serve (if elected) for a one (1) year term and until their successor is duly elected. (Directors’ ages are as of December 31, 2023.)
PROPOSAL 1 — ELECTION OF DIRECTORS
| ROBERT B. GREGORY | | | | AGE: 70 | Independent Director of the Company and the Bank from 1987 until 2018. Independent again since 2022 Chair of the Company and the Bank (September 1998 to April 2007) CAREER HIGHLIGHTS • Director Gregory was considered independent from 1987 until 2018 when the Bank purchased property from him. Director Gregory obtained independence again in March of 2022. • Mr. Gregory has been a practicing attorney since 1980, first in Lewiston, Maine and since 1983 in Damariscotta, Maine. • In addition, he and his wife Sim serve as advisors to the Bowdoin Christian Fellowship. | QUALIFICATIONS The Board concluded that Mr. Gregory is well suited to serve as a director of the Company because of his legal expertise and extensive transactional experience in financial, banking, and commercial real estate matters. |
PROPOSAL 1 — ELECTION OF DIRECTORS
| RENEE W. KELLY | | | | AGE: 54 COMMITTEES • Governance | Independent Director of the Company and the Bank since January 2016 CAREER HIGHLIGHTS • Ms. Kelly served as Director of Economic Development Initiatives for the University of Maine from 1997 until July 2016 when she was promoted to Associate Vice President for Strategic Partnership & Innovation. She was promoted to Associate Vice President in December 2022. • In addition, she leads the University’s entrepreneurship and innovation support activities as well as its efforts in the Innovation Engineering Institute. • She was a founding member of the leadership team for the Blackstone Accelerates Growth initiative in Maine (now Maine Accelerates Growth) and led the creation of the Innovate for Maine Fellows program. • Prior to joining the University, she developed training products for Manpower of Connecticut, worked for a financial services start-up company and served as an aide to then U.S. Senator Olympia J. Snowe. • She currently serves on the boards of several economic development and service organizations, including the Ellsworth Business Development Corporation. In addition, she is an alternate board member for UpStart Maine. | QUALIFICATIONS The Board concluded that Ms. Kelly is well suited to serve as a director of the Company because of her varied experience in economic development. |
PROPOSAL 1 — ELECTION OF DIRECTORS
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PROPOSAL 1 — ELECTION OF DIRECTORS
| TONY C. MCKIM | | | | AGE: 56 | Director of the Company and the Bank since January 2005 CAREER HIGHLIGHTS • Mr. McKim joined the Company as Executive Vice President, Chief Operating Officer and a member of the Board of Directors of the Company and the Bank upon completion of the mergers of FNB Bankshares (“FNB”) and its subsidiary into the Company and the Bank on January 14, 2005. • Prior to the mergers, Mr. McKim was President and Chief Executive Officer of FNB and its subsidiary. • In January 2015, Mr. McKim was named President and Chief Executive Officer of the Company and the Bank. • Mr. McKim is involved in several local associations, including Harbor House, Ellsworth Business Development Corporation, and Acadian Youth Sports. | QUALIFICATIONS The Board concluded that Mr. McKim is well suited to serve as a director of the Company because of his experience as the former CEO of FNB Bankshares and as a senior officer of the Company with more than two decades in bank management. |
PROPOSAL 1 — ELECTION OF DIRECTORS
| CORNELIUS J. RUSSELL | | | | AGE: 60 COMMITTEES • Compensation • Governance | Independent Director of the Company and the Bank since 2014 CAREER HIGHLIGHTS • A second-generation hotelier, Mr. Russell began his career in 1987 with Ocean Properties Hotels Resorts & Affiliates where he has held management positions at multiple hotels in Maine, New Hampshire, Florida, Colorado and Arizona. • He has acted as the General Manager at the Samoset Resort since 1999 where he has overseen numerous multi-million- dollar capital improvement projects. • Mr. Russell’s service on several boards of directors includes Treasurer of Hospitality Maine, Past President of New England Inns and Resorts Association, and the American Hotel & Lodging Association Resort Committee, Past President of the Maine Innkeepers Association, the Penobscot Bay Regional Chamber of Commerce, the Maine State Chamber of Commerce and Past Trustee of Penobscot Bay Hospital. • He was awarded the 2016 Community Person of the Year by the Penobscot Bay Regional Chamber of Commerce and the 2010 Innkeeper of the Year by the Maine Innkeepers Association. • Mr. Russell graduated with a B.S. degree in Resource Economics from the University of Maine. | QUALIFICATIONS The Board concluded that Mr. Russell is well suited to serve as a director of the Company because of his varied experience in retail, lodging and hospitality services. |
PROPOSAL 1 — ELECTION OF DIRECTORS
| 8 | The First Bancorp, Inc. | 2024 Proxy Statement |
PROPOSAL 1 — ELECTION OF DIRECTORS
| STUART G. SMITH | | | | AGE: 70 • Compensation | Independent Director of the Company and the Bank since 1997 Chair of the Board of the Company and the Bank (May 2007 to April 2013) CAREER HIGHLIGHTS • A resident of Camden, he and his wife, Marianne, own and operate Maine Sport Outfitters, the Lord Camden Inn, the Grand Harbor Inn, 16 Bay View Hotel, and Bayview Landing in Camden, the Rockport Harbor Hotel in Rockport as well as the Breakwater Marketplace in Rockland. • They are also part owners of the Rockland Harbor Park Center. • Mr. Smith holds a BS in economics and history from Duke University and a Master of Environmental Studies from Duke University School of Forestry and Environmental Science. • He served for ten years on the public school board of SAD 28 and The Five Town CSD school board as both a director and chairperson, serving on budget and finance committees, as well as labor negotiations, compensation, planning and facility development and management committees. • He has also served as a board member and president of the Camden, Rockport, Lincolnville Chamber of Commerce and the Camden Area YMCA. | QUALIFICATIONS The Board concluded that Mr. Smith is well suited to serve as a director of the Company because of his varied experience in retail, lodging and hospitality services, as well as real estate development and management. |
PROPOSAL 1 — ELECTION OF DIRECTORS
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PROPOSAL 1 — ELECTION OF DIRECTORS
| KIMBERLY S. SWAN | | | | AGE: 61 COMMITTEES • Governance • Audit • Compensation | Independent Director of the Company and the Bank since May 2021 CAREER HIGHLIGHTS • Ms. Swan is the sole stockholder of Trumpeter Inc., d/b/a Swan Agency Real Estate headquartered in Bar Harbor, Maine with offices in Northeast Harbor, Southwest Harbor, Sullivan and Swan’s Island. Swan Agency Real Estate specializes in all areas of real estate. Its Maine Lodging Brokerage arm is Maine’s leading brokerage of inns and bed and breakfast properties. Kim joined the family company full time in 1984 and purchased it in 1994. • She owns several commercial properties and lodging establishments including the oceanfront Bayview Hotel in Bar Harbor, the Swan Block in downtown Bar Harbor, the Pomegranate Inn in Portland, Maine and Swan Song Saltwater Farm in Sullivan. • In the arts, Ms. Swan is the founder and creative director of the Bar Harbor Designer Showhouse project which is a major fundraiser for local charities. She has produced documentary files, a television show — Living Acadia, is partner in Maineville Music — a music publishing company, owner of Cygnet Gallery art gallery in Southwest Harbor and owner of Swan Studios — a podcast studio in downtown Bar Harbor. | QUALIFICATIONS The Board concluded that Ms. Swan is well suited to serve as a director of the Company because of her in-depth knowledge of the coastal Maine real estate and hospitality markets. |
PROPOSAL 1 — ELECTION OF DIRECTORS
| BRUCE B. TINDAL | | | | AGE: 73 Chair of the Board COMMITTEES • Audit • Compensation • Governance | Independent Director of the Company and the Bank since 1999 Chair of the Company and the Bank since 2023 CAREER HIGHLIGHTS • Mr. Tindal has been a licensed real estate broker since 1974. Mr. Tindal formed Tindal & Callahan Real Estate in Boothbay Harbor, which has been in operation since 1985. • He currently serves on the Boothbay Region Land Trust Board of Advisors. • Mr. Tindal is also a member of the National Association of Realtors, Council of Residential Specialists, Real Estate Buyers Agent Council and the Boothbay Harbor Rotary Club. | QUALIFICATIONS The Board concluded that Mr. Tindal is well suited to serve as a director of the Company because of his in-depth knowledge of the coastal Maine real estate market and trends. |
PROPOSAL 1 — ELECTION OF DIRECTORS
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PROPOSAL 1 — ELECTION OF DIRECTORS
| F. STEPHEN WARD | | | | AGE: 70 COMMITTEES • Audit | Director of the Company and the Bank since 2018 (Independent Director since 2022) CAREER HIGHLIGHTS • Mr. Ward retired as Treasurer and Chief Financial Officer of the Company on March 30, 2018, after serving as Chief Financial Officer of the Company since 1994 and as Chief Financial Officer of the Bank since 1993. • During his 28-year career at the Bank and the Company, Mr. Ward was active in local government, serving on the Edgecomb Budget Committee for three years and the Edgecomb School Committee for nine years, including seven years as Chair, as well as the Union 49 School Board for nine years, including three years as Vice-Chair. • He has been involved with several non-profit organizations, including Round Top Center for the Arts and the Boothbay Region YMCA. • He is past Board Chair for Coastal Ventures Inc. (“CVI”), the venture capital subsidiary of Coastal Enterprises which operates four venture capital funds that provide seed capital to startup and early stage companies, primarily in northern New England, with a strong focus on job creation in the region. The majority of the investors in these funds are Maine-based banks. • For six years, Mr. Ward also served on the Member Advisory Panel of the Federal Home Loan Bank of Boston, an important funding source for the Bank. | QUALIFICATIONS The Board concluded that Mr. Ward is well suited to serve as a director of the Company because of his experience as a former senior officer of the Company with more than two decades in bank executive management. In addition, he has extensive experience in financial statement preparation, asset/liability management and management of a complex fixed-income investment portfolio. |
About the Board of Directors and Its Committees
About the Board of Directors and Its Committees As of the date of this Proxy Statement, The First Bancorp, Inc. had a Board comprised of eight Directors. During 2023 there were five regular Board meetings and one Annual Meeting. After each regular Board meeting, time is provided for an executive session without Management present. The Board’s Attendance Policy states that all members of the Board are strongly encouraged to attend each meeting of the Board and Committees on which they serve. All Directors attended at least 85% of Board meetings and meetings held by Committees of which they were members in 2023. The aggregate attendance at Board and Committee meetings by all members of the Board of Directors and its Committees in 2023 was in excess of 93%. All Directors are expected to attend the 2024 Annual Meeting of Shareholders, and all Directors attended the 2023 Annual Meeting. Although the Company does not have a formal policy with respect to diversity, it is committed to creating an environment of diversity, equality and inclusion. The Board and the Governance Committee believe it is essential that Board members represent diverse groups including but not limited to gender, race, religion, sexual orientation, and national origin as well as assorted skill sets. Each nominee’s/Director’s diverse knowledge of risk management and internal controls, credentials, competencies and skills as well as the candidate’s area(s) of qualifications, education, professional experience and expertise that would enhance the Board’s composition and effectiveness are considered. As a bank holding company, it is important that the Directors have specific knowledge of the communities that the Bank serves as a community bank. The Bank serves primarily smaller communities in the State of Maine which is the second least ethnically diverse state in the nation and has the oldest population. Finding qualified candidates within our footprint that meet the various requirements necessary to become a director of a community bank and a publicly traded company has been a challenge. However, the Company is committed to finding qualified candidates who will fulfill all of the requirements set forth by the OCC, as well as NASDAQ’s Diversity Rule, Listing Rule 5605(f).
About the Board of Directors and Its Committees
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About the Board of Directors and Its Committees
| Board Diversity Matrix (As of March 15, 2024) | | | | | | | # | | | | | Total Number of Directors: 8 | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 2 | 4 | 0 | 2 | | Part II: Demographic Background | | | | | | African American or Black | 0 | 0 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 0 | 0 | 0 | 0 | | Hispanic or Latinx | 0 | 0 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 2 | 4 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | 0 | 0 | 0 | | Did Not Disclose Demographic Background | 0 | 0 | 0 | 2 |
About the Board of Directors and Its Committees
The 2023 Board Diversity Matrix is available in the 2023 proxy statement posted on the Company’s website: https://investors.thefirst.com/
About the Board of Directors and Its Committees
| | | The First Bancorp Board Committees | | | | Name | Independent | Audit | Compensation | Governance | | Robert B. Gregory | | | | | | Renee W. Kelly | | | | | | Tony C. McKim | | | | | | Cornelius J. Russell | | | | | | Stuart G. Smith | | | | | | Kimberly S. Swan | | | | | | Bruce B. Tindal | | | | | | F. Stephen Ward | | | | | | Number of Meetings in 2023 | Board — 6 | 4 | 3 | 3 |
About the Board of Directors and Its Committees
| Committee Chair | Committee Member | Board Chair |
About the Board of Directors and Its Committees
| AUDIT COMMITTEE | Meetings in 2022 — 4 |
About the Board of Directors and Its Committees
| MEMBERS • F. Stephen Ward, Chair • Kimberly S. Swan • Bruce B. Tindal Each member of the Audit Committee is independent as defined under the listing standards of NASDAQ. | KEY RESPONSIBILITIES The Company’s Audit Committee: • receives and reviews reports on examinations and accounting audits of the Company, and • works to ensure the adequacy of operating practices, procedures and controls. | CHARTER The Audit Committee’s charter can be found on the Company’s website: https://investors.thefirst.com/ REPORT OF THE AUDIT COMMITTEE • The 2024 Report of the Audit Committee can be found on page 45 of this Proxy Statement. |
About the Board of Directors and Its Committees
| 12 | The First Bancorp, Inc. | 2024 Proxy Statement |
About the Board of Directors and Its Committees
| COMPENSATION COMMITTEE | Meetings in 2023 — 3 |
About the Board of Directors and Its Committees
| MEMBERS • Stuart G. Smith, Chair • Cornelius J. Russell • Kimberly S. Swan • Bruce B. Tindal Each member of the Compensation Committee is independent as defined under the listing standards of NASDAQ. | The Company’s Compensation Committee is a standing committee of the Bank’s Board of Directors since all executive compensation is paid by the Bank. No Director of the Bank or the Company serves as a Director on the board of any other corporation with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or that is subject to the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934, or of any company registered as an investment company under the Investment Company Act of 1940, as amended. KEY RESPONSIBILITIES The function of this Committee is to: | • establish the compensation of the Chief Executive Officer, and • to review and approve the compensation of other Named Executive Officers. CHARTER The Compensation Committee Charter can be found on the Company’s website: https://investors.thefirst.com/ REPORT OF THE COMPENSATION COMMITTEE • The 2024 Compensation Committee Report can be found on page 43 of this Proxy Statement. |
About the Board of Directors and Its Committees
| GOVERNANCE COMMITTEE | Meetings in 2022 — 3 |
About the Board of Directors and Its Committees
| MEMBERS • Kimberly S. Swan, Chair • Renee W. Kelly • Cornelius J. Russell • Bruce B. Tindal Each member of the Governance Committee is independent as defined under the listing standards of NASDAQ | KEY RESPONSIBILITIES As stated in the Governance Committee Charter the Committee is responsible for: • recommending to the Board of Directors the nominees for Board of Directors positions, • establishing the tenure and the retirement policies for members of the Board of Directors, and • reviewing the Directors overall effectiveness. CHARTER AND GUIDELINES The Governance Committee Charter and the Company’s Corporate Governance Guidelines can be found on the Company’s website: https://investors.thefirst.com/ | SHAREHOLDER NOMINATIONS Under the Company’s Bylaws, if a Shareholder wishes to nominate a Director for consideration by the Committee, they must: • be a Shareholder of record, and • have continuously held at least $2,000 in market value of the Company’s Common Stock (as determined by the President) for at least one year as of the date of submittal of such proposal and must continue to hold those securities through the date of such annual meeting. The Committee will also consider whether a proposed candidate meets the criteria set forth on page 6 of this Proxy Statement. |
About the Board of Directors and Its Committees
In addition to the Company’s Audit, Compensation and Governance Committees, there are four other standing committees of the Bank’s Board of Directors: • Asset/Liability • Executive • Directors’ Loan • Trust/Investment Oversight Certain members of Management also serve on some committees of the Bank. There are no family relationships among any of the Directors of the Company.
About the Board of Directors and Its Committees
| The First Bancorp, Inc. | 2024 Proxy Statement | 13 |
Third Party Compensation of Directors
Third Party Compensation of Directors Under Rule 5250 (b)(3) promulgated by NASDAQ, companies must disclose the material terms of all agreements and arrangements between any Director or nominee for Director, and any person or entity other than the Company (the “Third Party”), relating to compensation or other payment in connection with such person’s candidacy or service as a director of the Company. As of the date of this Proxy Statement, none of the Company’s Directors or nominees for Director were receiving such compensation.
Director Compensation
Director Compensation Fees paid by the Bank to its Directors as a group totaled $237,067 in 2023, but no fees are paid to Directors of the Company in their capacities as such. Of the $237,067 paid to the outside Directors, 57% of this amount was reinvested in the Company through the Employee Stock Purchase Plan. CEO McKim, who is the only Director who is also an employee of the Company, receives no additional compensation for serving on the Board of Directors of the Company or the Bank. The following table of Director Compensation details compensation paid to Directors in 2023.
Director Compensation
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) | | Robert B. Gregory | 29,700 | 250 | | Renee W. Kelly | 34,900 | 250 | | Cornelius J. Russell | 31,200 | 250 | | Stuart G. Smith | 34,900 | 250 | | Kimberly S. Swan | 30,800 | 250 | | Bruce B. Tindal | 40,967 | 250 | | F. Stephen Ward | 34,600 | 250 |
Director Compensation
(1) The Chair of the Board received an annual fee of $44,000. Each of the outside Directors of the Bank, with the exception of the Chair of the Board, received a Director’s fee in the amount of $1,000 for each meeting attended, and $700 for each meeting attended of a committee of which the Director is a member. Each of the outside Directors also received a monthly retainer of $1,300, with the exception of the Chair of the Board. (2) On, February 8, 2023 each director was awarded 250 shares of restricted stock based on the previous day’s closing price of $30.42. These shares had a one-year vesting period. The Company may purchase a single-premium life insurance policy on the life of a Director with a split dollar benefit divided equally between the Company and the Director’s estate. The Company believes that Bank Owned Life Insurance is a good investment option for the Company and also provides key man protection upon the untimely death of a Director. The cash surrender value is an asset of the Company.
Director Compensation
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Director Compensation
Information About Our Executive Officers Each Executive Officer of the Company and the Bank is identified in the following table, which also sets forth their respective offices and periods served as an Executive Officer of the Company or the Bank which includes all such service, and not necessarily only service in such officer’s current office and position. The ages shown are as of December 31, 2023.
Director Compensation
| Name | Age | Current Office and Position | Period Served since (to Date) | | Tony C. McKim | 56 | President & Chief Executive Officer of the Company and the Bank | 2005 | | Richard M. Elder | 58 | Treasurer of the Company, Executive Vice President and Chief Financial Officer of the Company and the Bank | 2016 | | Jonathan W. Nicholson | 52 | Executive Vice President and Chief Lending Officer of the Bank | 2021 | | Peter C. Nicholson | 44 | Executive Vice President and Chief Fiduciary Officer of the Bank | 2021 | | Susan A. Norton | 63 | Clerk of the Company, Executive Vice President and Chief Administrative Officer of the Bank | 2002 | | Tammy L. Plummer | 58 | Executive Vice President and Chief Information Officer of the Bank | 2016 | | Sarah J. Tolman | 45 | Executive Vice President and Chief Banking Officer of the Bank | 2016 |
Director Compensation
Please refer to Mr. McKim’s biography in “Proposal 1 — Election of Directors” on page 8.
Director Compensation
| RICHARD M. ELDER(58) | Treasurer of the Company, Executive Vice President and Chief Financial Officer of the Company and the Bank since 2016 |
Director Compensation
| CAREER HIGHLIGHTS • Mr. Elder has been employed by the Bank since 1993 • Mr. Elder previously served as Manager of the Bank’s Boothbay Harbor branch and as Senior Commercial Loan Officer • Mr. Elder was promoted to Vice President of Retail Services in 2001, to Senior Vice President in 2005 and to Executive Vice President in 2016 • In January 2017, Mr. Elder was named Executive Vice President/Treasurer of the Bank and in January 2018 Chief Financial Officer of the Bank • In March 2018 he was promoted to Treasurer and Chief Financial Officer of the Company |
Director Compensation
| JONATHAN W. NICHOLSON(52) | Executive Vice President and Chief Lending Officer of the Bank since 2021 |
Director Compensation
| CAREER HIGHLIGHTS • Mr. Nicholson has been employed by the Bank since 1998 • Mr. Nicholson originally joined the Bank as Assistant Controller, and then served as VP/Financial Services • In 2008, Mr. Nicholson joined the commercial division as a Commercial Loan Officer and in 2011 was promoted to Vice President/Senior Commercial Loan Officer • In 2012, Mr. Nicholson was promoted to Senior Vice President/Senior Regional Commercial Loan Officer • In March 2021, Mr. Nicholson was named Executive Vice President/Chief Lending Officer of the Bank |
Director Compensation
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Director Compensation
| PETER C. NICHOLSON(44) | Executive Vice President and Chief Fiduciary Officer of the Bank since 2021 |
Director Compensation
| CAREER HIGHLIGHTS • Mr. Nicholson has been employed by the Bank since 2015 • Prior to joining First National Bank, Mr. Nicholson worked in the fields of Trust and Investment Management for another community bank as well as for a large national investment company • Mr. Nicholson previously served as Vice President, Senior Portfolio Manager, First National Wealth Management • In October 2018, Mr. Nicholson was promoted to Senior Vice President/Senior Portfolio Manager • In June 2021, Mr. Nicholson was named Executive Vice President/Chief Fiduciary Officer |
Director Compensation
| SUSAN A. NORTON(63) | Clerk of the Company, Executive Vice President and Chief Administrative Officer of the Bank since 2002 |
Director Compensation
| CAREER HIGHLIGHTS • Ms. Norton has been employed by the Bank since 1992 • Ms. Norton previously served as the Bank’s Education Officer and Compliance Officer • She was promoted to Vice President, Human Resources and Compliance in 2002, and to Senior Vice President, Human Resources and Compliance in 2005 • In January 2009, Ms. Norton was promoted to Executive Vice President and in January 2017 she was named Executive Vice President and Chief Administrative Officer • In February 2021 she was appointed Clerk of the Company • She currently holds the positions of CRA Officer, BSA Officer and Compliance Officer for the Bank |
Director Compensation
| TAMMY L. PLUMMER(58) | Executive Vice President and Chief Information Officer of the Bank since 2016 |
Director Compensation
| CAREER HIGHLIGHTS • Ms. Plummer has been employed by the Bank since 1985 in a variety of roles of increasing responsibility, including the role of Data Processing Manager • She was promoted to Senior Vice President, Chief Technology Officer in 2009 and to Chief Information Officer in 2015 • In January 2016, Ms. Plummer was promoted to Executive Vice President • She currently holds the position of Information Security Officer for the Bank |
Director Compensation
| SARAH J. TOLMAN(45) | Executive Vice President and Chief Banking Officer of the Bank since 2016 |
Director Compensation
| CAREER HIGHLIGHTS • Ms. Tolman has been employed by the Bank since August of 2014 • Prior to joining First National Bank, Ms. Tolman was a Vice President/Area Leader for a large National Bank • Ms. Tolman was promoted to Executive Vice President and Chief Banking Officer in January of 2016. Ms. Tolman oversees the daily activities of all branch offices as well as the phone banking center • She has nineteen years of banking experience, the last nine at First National Bank |
Director Compensation
EVP/Chief Lending Officer Jonathan Nicholson and EVP/Chief Fiduciary Officer Peter Nicholson are siblings. There are no arrangements nor understandings between any Executive Officer and any other person pursuant to which that Executive Officer has been or is to be elected.
Director Compensation
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Director Compensation
Executive Compensation
CD&A CONTENTS
| I. | EXECUTIVE SUMMARY | 22 | | II. | PHILOSOPHY OF OUR EXECUTIVE COMPENSATION PROGRAM | 22 | | | Compensation Policies and Practices | 23 | | III. | CONSIDERATIONS IN DETERMINING EXECUTIVE COMPENSATION | 23 | | | Independent Compensation Consultant | 23 | | | Compensation Benchmarking | 24 | | I V. | ELEMENTS OF THE COMPENSATION PROGRAM | 24 | | | Base Pay | 24 | | | Short-Term Incentives | 25 | | | Long-Term Incentives — Stock Options and Restricted Stock Awards | 31 | | V. | COMPENSATION MIX | 32 | | VI. | COMPENSATON OF CHIEF EXECUTIVE OFFICER AND OTHER NEOS | 32 | | | Base Pay | 32 | | | Stock Grants/Long-Term Incentives | 33 | | | Other Compensation | 33 |
CD&A CONTENTS
| VII. | OTHER BENEFITS | 34 | | | 401(k) and Other Benefits | 34 | | | Stock Purchase Plan | 34 | | | Severance and Change of Control Benefits | 34 | | | Company Vehicle | 34 | | | Bank-Owned Life Insurance | 34 | | | Supplemental Long-Term Disability Insurance | 34 | | VIII. | STOCK OWNERSHIP GUIDELINES | 34 | | | Executive Compensation Tables and Narrative | 35 | | | Summary Compensation Table | 35 | | | Grants of Plan-Based Awards Table | 36 | | | Outstanding Equity Awards at Fiscal Year End Table | 37 | | | Options Exercised and Stock Vested Table | 37 | | | 2023 Equity Incentive Plan Table | 37 | | | Other Employee Benefits | 37 | | | Compensation Policies and Practices | 38 | | | CEO Pay Ratio | 39 | | | Pay versus Performance | 40 | | | Compensation Committee Report | 43 |
II. PHILOSOPHY OF OUR EXECUTIVE COMPENSATION PROGRAM
| 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 |
II. PHILOSOPHY OF OUR EXECUTIVE COMPENSATION PROGRAM
| Pay Element | Description | | BASE SALARY | Base salary will target slightly above the market median (55th to 75th percentile) of the Company’s peer group, established by Pearl Meyer & Partners and described below, and will reflect the individual executive’s role, experience, and contribution to the Company | | SHORT-TERM INCENTIVES | Short-term incentives will reflect annual goals related to the Company’s profitability, performance against key metrics and the achievement of individual goals for each executive | | LONG-TERM INCENTIVES | Long-term incentives, which focus on achievement of longer-term objectives and seek to reduce incentives driven by short-term developments, may be awarded on an annual basis, and are intended to promote the retention of the Executive Management Team | | OTHER BENEFITS | Other benefits will be competitive and appropriate to attract and retain talented individuals |
COMPENSATION POLICIES AND PRACTICES
| What We Do | What We Don’t Do | | Independent Compensation Committee that approves all compensation for our Named Executive Officers Work with an independent compensation consultant annually to review compensation 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 |
INDEPENDENT COMPENSATION CONSULTANT
INDEPENDENT COMPENSATION CONSULTANT In 2023, Pearl Meyer & Partners, a consulting firm specializing in compensation and benefits for financial institutions, conducted a comprehensive total senior executive compensation analysis for the Company. Pearl Meyer & Partners was chosen by the Compensation Committee and that choice is confirmed on an annual basis. The fee for the comprehensive
INDEPENDENT COMPENSATION CONSULTANT
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INDEPENDENT COMPENSATION CONSULTANT
compensation analysis is less than $30,000. The peer group utilized by the Company consisted of publicly traded non-metropolitan bank holding companies located in New England, New York and Pennsylvania. The results of this review were used to guide the Committee’s refinement of the Company’s compensation philosophy and resulting compensation programs for senior executives.
COMPENSATION BENCHMARKING
COMPENSATION BENCHMARKING Understanding and having a comparative analysis of the compensation of senior banking executives in the banking industry is a key element considered by the Committee in making compensation decisions. Similar to the Company’s past internal practices, Pearl Meyer assisted the Committee with defining a peer group of institutions of similar asset size and regional location. The peer group includes the three comparable banks located in the state of Maine and other banks located in similar non-metropolitan areas in the Northeast. The comparable companies are reviewed annually and may change slightly depending on changes either in the market or in the peer group banks themselves. The peer group targets approximately 20 institutions ranging from two-thirds to two times the Company’s size in terms of assets. The overall objective is to position the Company at slightly above the median salary levels of the peer group. Performance factors will also be considered should a company in the peer group have performance that varies greatly from that of the group and/or the Company. We may discount a defined peer bank or drop a company from the group should performance vary widely. The peer group used for 2023 was as follows:
COMPENSATION BENCHMARKING
| ACNB Corporation | Cambridge Bancorp | Enterprise Bancorp, Inc. | Mid Penn Bancorp, Inc. | | Arrow Financial Corporation | CNB Financial Corporation | ESSA Bancorp, Inc. | Northeast Bank | | AmeriServ Financial, Inc. | Chemung Financial Corporation | Evans Bancorp, Inc. | Orrstown Financial Services, Inc. | | Bar Harbor Bankshares | Citizens & Northern Corporation | Hingham Institution for Savings | Penns Woods Bancorp, Inc. | | Camden National Corporation | Codorus Valley Bancorp, Inc. | HarborOne Bancorp, Inc. | Western New England Bancorp, Inc. |
COMPENSATION BENCHMARKING
In addition to the peer group, the consultant included data from other industry databases and surveys including Pearl Meyer’s own annual survey. Data and competitive perspectives were assessed relative to base salary, total cash compensation, short- and long-term incentives, total direct compensation, benefits and other compensation and total compensation. The Committee reviewed data individually and in the aggregate. Data from the review was used to develop pay guidelines and as a reference for decisions for both short-term and long-term incentive compensation.
BASE PAY
BASE PAY Base salary is used to recognize the experience, skills, knowledge, and responsibilities required of all our employees, including our executives. Base salaries are reviewed at least annually by the Compensation Committee. When establishing base salaries for 2023, as noted previously, the Compensation Committee engaged the services of Pearl Meyer to conduct a comprehensive compensation analysis. One result of this analysis was the establishment of a peer group, detailed above, and the Committee decided to target base salaries just above the market median (55th to 75th percentile) of that peer group’s base compensation for similarly positioned executives. As a high-performing Company with consistent results, specifically in the categories of Return on Assets, Return on Equity and Efficiency Ratio, that are typically in the upper third of our peer group, we believe that the base salaries of our executives should be reflective of our performance within our industry. In addition to the peer group comparison, a variety of other factors are used to determine base compensation, including the: • The individual’s responsibility level, • Success of the individual in meeting their annual goals and, • Seniority of the individual. The annual goals of the NEOs, other than the CEO, are set jointly by the CEO and the officer, and reviewed by the Compensation Committee. These goals are aligned with the Company’s annual goals and individualized for the area of
SHORT-TERM INCENTIVES
SHORT-TERM INCENTIVES In 2012, the Board of Directors approved a Short-Term Incentive Plan. The five NEOs and certain other senior executives are eligible for incentives under this program, which is part of a total compensation package including base salary, annual incentives, equity, and benefits. The philosophy of the Compensation Committee is to set competitive, reasonable base salaries and allow for the potential for meaningful incentives tied to the Company’s short-term initiatives to optimize profitability, growth, and excellence in individual performance, and to promote teamwork among its participants. The plan is designed to: 1. Ensure clarity of expectations in terms of desired results. 2. Recognize and reward achievement of annual business goals. 3. Motivate and reward superior performance. 4. Encourage teamwork and collaboration among the Company’s leadership and across business groups. 5. Attract and retain talent needed to grow the Company/ Bank. 6. Be competitive with market; and 7. Ensure incentives are appropriately risk- balanced (i.e., do not motivate or reward excessive risk taking). Employees who are eligible for incentive awards must meet the following requirements: • New hires must be employed prior to October 1st to be eligible to participate in the plan for the performance period. Employees hired after that date must wait until the next calendar year to be eligible for an award under the plan. Eligibility begins the first full month worked. Participants receive a pro-rated award using full months worked during the plan year. • Awards under the plan shall be limited to individuals employed by the Company/Bank on the date of payment, except in the case of disability, death, or retirement. • Participants on a performance improvement plan or with an unsatisfactory performance rating at the time of payment or who have given notice of resignation at the time of payment are not eligible to receive an award. Each participant has a target incentive opportunity based on their role. The target incentive reflects a percentage of base salary determined to be consistent with competitive market practices. Actual awards are based on achievement of specific goals and could range from 0%, for not achieving minimal performance, to 150% of target, for exceptional performance. Each participant has five to eight predefined performance goals used to determine their short-term incentive award in three performance categories: Company-wide, individual specific, and discretionary. The goals are then weighted to reflect the focus and contribution for each position in the Company. The plan is based on a balance of multiple measures, layered oversight, and reasonable ceilings for exceptional performance. The plan is structured to discourage excessive risk taking. The Compensation Committee reviews the plan design to ensure it is in line with best practices for risk. The altering, inflating and/or inappropriate manipulation of performance/ financial results or any other violation of recognized ethical business standards will subject any participant to disciplinary action up to and including termination of employment. In addition, any incentive compensation as provided by the plan to which such a participant would otherwise be entitled will be revoked or subject to “clawback.” The Short-Term Incentive Plan operates on a calendar year schedule (January 1 – December 31). Awards granted under this program are in the form of cash. Annual cash incentive awards will be paid out by March 15th immediately following the Plan year. Since all NEO compensation is paid by the Bank, not the Company, the performance measures for the Short-Term Incentive Plan are based on the Bank’s, not the Company’s, 2023 performance.
SHORT-TERM INCENTIVES
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SHORT-TERM INCENTIVES
The following tables summarize the performance measures, weightings, as well as potential and total payouts for each NEO in 2023:
Tony C. McKim, President and Chief Executive Officer
| | 2023 Incentive Target | | 2023 Actual Payout | | | Mr. McKim’s 2023 Base Salary ($) | As a % of Base Salary | Amount ($) | As a % of Base Salary | Amount ($) | | 775,000 | 45.0% | 348,750 | 29.17% | 226,068 |
Tony C. McKim, President and Chief Executive Officer
| | Performance Measures | | | | | Incentive Opportunity Range | | | | Measure | Threshold | Target | Stretch | Weight | | Threshold ($) | Target ($) | Stretch ($) | | Net Income $(000’s) | $35,591 | $38,091 | $40,591 | 15.0% | | 26,156 | 52,313 | 78,469 | | Pre-Tax, Pre-Provision Return on Average Tangible Equity | 16.91% | 21.91% | 26.91% | 15.0% | | 26,156 | 52,313 | 78,469 | | Efficiency Ratio | 51.91% | 46.91% | 41.91% | 10.0% | | 17,438 | 34,875 | 52,313 | | Fee Income $(000’s) | $11,842 | $13,842 | $15,842 | 10.0% | | 17,438 | 34,875 | 52,313 | | Implementation of Strategic Plan | 50.00% | 100.00% | 150.00% | 30.0% | | 52,313 | 104,625 | 156,938 | | Discretionary | 50.00% | 100.00% | 150.00% | 20.0% | | 34,875 | 69,750 | 104,625 | | Total | | | | 100.0% | | 174,375 | 348,750 | 523,125 |
Tony C. McKim, President and Chief Executive Officer
| | Actual Achievement | | | | | Measure | Actual Performance | Payout Allocation | Weighted Payout Percentage | Actual Payout ($) | | Net Income | $30,604 | 0.0% | 0.0% | 0 | | Pre-Tax, Pre-Provision Return on Average Tangible Equity | 18.81% | 69.0% | 10.4% | 36,096 | | Efficiency Ratio | 51.52% | 53.9% | 5.4% | 18,798 | | Fee Income | $12,475 | 65.8% | 6.6% | 22,956 | | Implementation of Strategic Plan(1) | 85.00% | 85.00% | 25.5% | 88,931 | | Discretionary(1) | 85.00% | 85.00% | 17.0% | 59,288 | | Total | | | 64.8% | 226,068 |
Susan A. Norton, Executive Vice President and Chief Administrative Officer
| | 2023 Incentive Target | | 2023 Actual Payout | | | Ms. Norton’s 2023 Base Salary ($) | As a % of Base Salary | Amount ($) | As a % of Base Salary | Amount ($) | | 315,000 | 25.0% | 78,750 | 19.33% | 60,891 |
Susan A. Norton, Executive Vice President and Chief Administrative Officer
| | Performance Measures | | | | | Incentive Opportunity Range | | | | Measure | Threshold | Target | Stretch | Weight | | Threshold ($) | Target ($) | Stretch ($) | | Net Income $(000’s) | $35,591 | $38,091 | $40,591 | 15.0% | | 5,906 | 11,813 | 17,719 | | Pre-Tax, Pre-Provision Return on Average Tangible Equity | 16.91% | 21.91% | 26.91% | 15.0% | | 5,906 | 11,813 | 17,719 | | Efficiency Ratio | 51.91% | 46.91% | 41.91% | 10.0% | | 3,938 | 7,875 | 11,813 | | Fee Income $(000’s) | $11,842 | $13,842 | $15,842 | 10.0% | | 3,938 | 7,875 | 11,813 | | Implementation of Strategic Plan | 50.00% | 100.00% | 150.00% | 20.0% | | 7,875 | 15,750 | 23,625 | | Personnel Expense to Average Assets | 1.01% | 0.91% | 0.81% | 10.0% | | 3,938 | 7,875 | 11,813 | | Discretionary | 50.00% | 100.00% | 150.00% | 20.0% | | 7,875 | 15,750 | 23,625 | | Total | | | | 100.0% | | 39,375 | 78,750 | 118,125 |
Susan A. Norton, Executive Vice President and Chief Administrative Officer
| | Actual Achievement | | | | | Measure | Actual Performance | Payout Allocation | Weighted Payout Percentage | Actual Payout ($) | | Net Income | $30,604 | 0% | 0% | 0 | | Pre-Tax, Pre-Provision Return on Average Tangible Equity | 18.81% | 69.0% | 10.4% | 8,151 | | Efficiency Ratio | 51.52% | 53.9% | 5.4% | 4,245 | | Fee Income | $12,475 | 65.8% | 6.6% | 5,184 | | Implementation of Strategic Plan | 100.00% | 100.00% | 20.0% | 15,750 | | Personnel Expense to Average Assets | 0.77% | 150.00% | 15.0% | 11,813 | | Discretionary | 100.00% | 100.00% | 20.0% | 15,750 | | Total | | | 77.3% | 60,891 |
Richard M. Elder, Executive Vice President and Chief Financial Officer
| | 2023 Incentive Target | | 2023 Actual Payout | | | Mr. Elder’s 2023 Base Salary ($) | As a % of Base Salary | Amount ($) | As a % of Base Salary | Amount ($) | | 310,000 | 25.0% | 77,500 | 16.21% | 50,237 |
Richard M. Elder, Executive Vice President and Chief Financial Officer
| | Performance Measures | | | | | Incentive Opportunity Range | | | | Measure | Threshold | Target | Stretch | Weight | | Threshold ($) | Target ($) | Stretch ($) | | Net Income $(000’s) | $35,591 | $38,091 | $40,591 | 15.0% | | 5,813 | 11,625 | 17,438 | | Pre-Tax, Pre-Provision Return on Average Tangible Equity | 16.91% | 21.91% | 26.91% | 15.0% | | 5,813 | 11,625 | 17,438 | | Efficiency Ratio | 51.91% | 46.91% | 41.91% | 10.0% | | 3,875 | 7,750 | 11,625 | | Fee Income $(000’s) | $11,842 | $13,842 | $15,842 | 10.0% | | 3,875 | 7,750 | 11,625 | | Implementation of Strategic Plan | 50.00% | 100.00% | 150.00% | 10.0% | | 3,875 | 7,750 | 11,625 | | Uniform Bank Performance Report Investment Yield Percentile | 89.00% | 94.00% | 99.00% | 20.0% | | 7,750 | 15,500 | 23,250 | | Discretionary | 50.00% | 100.00% | 150.00% | 20.0% | | 7,750 | 15,500 | 23,250 | | Total | | | | 100.0% | | 38,750 | 77,500 | 116,250 |
Richard M. Elder, Executive Vice President and Chief Financial Officer
| | Actual Achievement | | | | | Measure | Actual Performance | Payout Allocation | Weighted Payout Percentage | Actual Payout ($) | | Net Income | $30,604 | 0% | 0% | 0 | | Pre-Tax, Pre-Provision Return on Average Tangible Equity | 18.81% | 69.0% | 10.4% | 8,021 | | Efficiency Ratio | 51.52% | 53.9% | 5.4% | 4,177 | | Fee Income | $12,475 | 65.8% | 6.6% | 5,101 | | Implementation of Strategic Plan | 125.00% | 125.00% | 12.5% | 9,688 | | Uniform Bank Performance Report Investment Yield Percentile | 66.00% | 0% | 0.0% | 0 | | Discretionary | 150.00% | 150.00% | 30.0% | 23,250 | | Total | | | 64.8% | 50,237 |
Sarah J. Tolman, Executive Vice President and Chief Banking Officer
| | 2023 Incentive Target | | 2023 Actual Payout | | | Ms. Tolman’s 2023 Base Salary ($) | As a % of Base Salary | Amount ($) | As a % of Base Salary | Amount ($) | | 280,000 | 25.0% | 70,000 | 16.18% | 45,303 |
Sarah J. Tolman, Executive Vice President and Chief Banking Officer
| | Performance Measures | | | | | Incentive Opportunity Range | | | | Measure | Threshold | Target | Stretch | Weight | | Threshold ($) | Target ($) | Stretch ($) | | Net Income $(000’s) | $35,591 | $38,091 | $40,591 | 15.0% | | 5,250 | 10,500 | 15,750 | | Pre-Tax, Pre-Provision Return on Average Tangible Equity | 16.91% | 21.91% | 26.91% | 15.0% | | 5,250 | 10,500 | 15,750 | | Efficiency Ratio | 51.91% | 46.91% | 41.91% | 10.0% | | 3,500 | 7,000 | 10,500 | | Fee Income $(000’s) | $11,842 | $13,842 | $15,842 | 10.0% | | 3,500 | 7,000 | 10,500 | | Implementation of Strategic Plan | 50.00% | 100.00% | 150.00% | 10.0% | | 3,500 | 7,000 | 10,500 | | Local Funding Growth YTD Average $(000’s) | $379 | $15,379 | $30,379 | 20.0% | | 7,000 | 14,000 | 21,000 | | Discretionary | 50.00% | 100,00% | 150.00% | 20.0% | | 7,000 | 14,000 | 21,000 | | Total | | | | 100.0% | | 35,000 | 70,000 | 105,000 |
Sarah J. Tolman, Executive Vice President and Chief Banking Officer
| | Actual Achievement | | | | | Measure | Actual Performance | Payout Allocation | Weighted Payout Percentage | Actual Payout ($) | | Net Income | $30,604 | 0.0% | 0.0% | 0 | | Pre-Tax, Pre-Provision Return on Average Tangible Equity | 18.81% | 69.0% | 10.4% | 7,245 | | Efficiency Ratio | 51.52% | 53.9% | 5.4% | 3,733 | | Fee Income | $12,475 | 65.8% | 6.6% | 4,608 | | Implementation of Strategic Plan | 100.00% | 100.00% | 10.0% | 7,000 | | Local Funding Growth YTD Average | $3,974 | 62.0% | 12.4% | 8,677 | | Discretionary | 100.00% | 100.00% | 20.0% | 14,000 | | Total | | | 64.7% | 45,303 |
Jonathan W. Nicholson, Executive Vice President and Chief Lending Officer
| | 2023 Incentive Target | | 2023 Actual Payout | | | Mr. Nicholson’s 2023 Base Salary ($) | As a % of Base Salary | Amount ($) | As a % of Base Salary | Amount ($) | | 265,000 | 25.0% | 66,250 | 20.3% | 53,790 |
Jonathan W. Nicholson, Executive Vice President and Chief Lending Officer
| | Performance Measures | | | | | Incentive Opportunity Range | | | | Measure | Threshold | Target | Stretch | Weight | | Threshold ($) | Target ($) | Stretch ($) | | Net Income $(000’s) | $35,591 | $38,091 | $40,591 | 15.0% | | 4,969 | 9,938 | 14,906 | | Pre-Tax, Pre-Provision Return on Average Tangible Equity | 16.91% | 21.91% | 26.91% | 15.0% | | 4,969 | 9,938 | 14,906 | | Efficiency Ratio | 51.91% | 46.91% | 41.91% | 10.0% | | 3,313 | 6,625 | 9,938 | | Fee Income $(000’s) | $11,842 | $13,842 | $15,842 | 10.0% | | 3,313 | 6,625 | 9,938 | | Loan Growth YTD Average $(000’s) | $135,688 | $185,688 | $235,688 | 15.0% | | 4,969 | 9,938 | 14,906 | | Past Due Loans/Total Loans YTD | 0.50% | 0.25% | 0.00% | 5.0% | | 1,656 | 3,313 | 4,969 | | Classified Loans to Equity | 6.50% | 1.50% | -3.50% | 10.0% | | 3,313 | 6,625 | 9,938 | | Discretionary | 50.00% | 100.00% | 150.00% | 20.0% | | 6,625 | 13,250 | 19,875 | | Total | | | | 100.0% | | 33,125 | 66,250 | 99,375 |
Jonathan W. Nicholson, Executive Vice President and Chief Lending Officer
| | Actual Achievement | | | | | Measure | Actual Performance | Payout Allocation | Weighted Payout Percentage | Actual Payout ($) | | Net Income | $30,604 | 0.0% | 0.0% | 0 | | Pre-Tax, Pre-Provision Return on Average Tangible Equity | 18.81% | 69.0% | 10.4% | 6,857 | | Efficiency Ratio | 51.52% | 53.9% | 5.4% | 3,571 | | Fee Income | $12,475 | 65.8% | 6.6% | 4,361 | | Loan Growth YTD Average | $252,447 | 150.00% | 22.5% | 14,906 | | Past Due Loans/Total Loans YTD Average | 0.12% | 126.00% | 6.30% | 4,174 | | Classified Loans to Equity | 1.43% | 100.70% | 10.1% | 6,671 | | Discretionary | 100.00% | 100.00% | 20.0% | 13,250 | | Total | | | 81.2% | 53,790 |
LONG-TERM INCENTIVES — STOCK OPTIONS AND RESTRICTED STOCK AWARDS
LONG-TERM INCENTIVES — STOCK OPTIONS AND RESTRICTED STOCK AWARDS At the 2020 Annual Meeting, the Company’s Shareholders voted to establish a new equity-based long-term incentive plan which grants authority to the Board of Directors to issue stock options, restricted stock, and other equity-based grants to retain and motivate existing high-performing employees and to attract new members to the Management team should the need arise. The purpose of this plan is to incentivize executives through equity ownership and align their interests with those of the Shareholders while providing mid-term and longer-term incentives tied to overall Company performance. It is among the objectives of this plan that, by having a portion of the executive’s compensation tied to the performance of the Company’s stock, the individual will be rewarded for enhancing long-term shareholder value. The mid- to long-term outlook of this type of compensation serves as a balance to the short-term rewards of base compensation and the short-term incentive plan. Due to conservative vesting provisions, stock options and restricted stock grants are also designed to encourage an executive to remain with the Company. The value of the equity incentive granted is based on the Executive’s: • position in the organization, • level of responsibility, • impact on the Company’s performance, and • actual performance in meeting individual performance goals. The plan is administered by the Compensation Committee of the Board of Directors. In conjunction with the equity plan, the Compensation Committee established a long-term incentive strategy which includes specific long-term incentive targets for the NEOs based on position in the Company. The strategy provides for safeguards, including clawbacks, to curtail undue short-term risk taking. The Compensation Committee is responsible for the design and oversight of these safeguards. The grants made with respect to 2023, 2022 and 2021 performance consisted solely of shares of restricted Company stock subject to vesting and forfeiture provisions. For 2023 performance, grants under the long-term incentive plan were awarded by the Company’s Compensation Committee on January 30, 2024 and were based on the previous day’s closing price for the Company’s Common Stock of $26.22 per share. All awards have a cliff vesting period of three years with the exception of Ms. Norton’s shares which vest in one year. The following table summarizes the 2023 targets and actual grants to the NEOs under the long-term incentive program.
LONG-TERM INCENTIVES — STOCK OPTIONS AND RESTRICTED STOCK AWARDS
| For 2023 Performance | Target (%) | Actual (%) | Value ($) | Shares (#) | | Tony C. McKim | 30.0% | 30.0% | 232,500 | 8,868 | | Susan A. Norton | 20.0% | 20.0% | 63,000 | 2,403 | | Richard M. Elder | 20.0% | 20.0% | 62,000 | 2,365 | | Sarah J. Tolman | 20.0% | 20.0% | 56,000 | 2,136 | | Jonathan W. Nicholson | 20.0% | 20.0% | 53,000 | 2,022 |
LONG-TERM INCENTIVES — STOCK OPTIONS AND RESTRICTED STOCK AWARDS
For 2022 performance, grants under the long-term incentive plan were awarded by the Company’s Compensation Committee on January 26, 2023, and were based on the previous day’s closing price for the Company’s Common Stock of $29.30 per share. All awards have a cliff vesting period of three years with the exception of Ms. Norton’s shares which vest in two years. The following table summarizes the 2022 targets and actual grants to the NEOs under the long-term incentive program.
LONG-TERM INCENTIVES — STOCK OPTIONS AND RESTRICTED STOCK AWARDS
| For 2022 Performance | Target (%) | Actual (%) | Value ($) | Shares (#) | | Tony C. McKim | 30.0% | 30.0% | 201,000 | 6,861 | | Susan A. Norton | 20.0% | 20.0% | 57,000 | 1,946 | | Richard M. Elder | 20.0% | 20.0% | 55,000 | 1,878 | | Sarah J. Tolman | 20.0% | 20.0% | 51,000 | 1,741 | | Jonathan W. Nicholson | 20.0% | 20.0% | 48,000 | 1,639 |
LONG-TERM INCENTIVES — STOCK OPTIONS AND RESTRICTED STOCK AWARDS
For 2021 performance, grants under the long-term incentive plan were awarded by the Company’s Compensation Committee on January 27, 2022, and were based on the previous day’s closing price for the Company’s Common Stock of $32.70 per share. All awards have a cliff vesting period of three years. The following table summarizes the 2021 targets and actual grants to the NEOs under the long-term incentive program.
LONG-TERM INCENTIVES — STOCK OPTIONS AND RESTRICTED STOCK AWARDS
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LONG-TERM INCENTIVES — STOCK OPTIONS AND RESTRICTED STOCK AWARDS
| For 2021 Performance | Target (%) | Actual (%) | Value ($) | Shares (#) | | Tony C. McKim | 30.0% | 30.0% | 183,000 | 5,597 | | Susan A. Norton | 20.0% | 20.0% | 53,500 | 1,637 | | Richard M. Elder | 20.0% | 20.0% | 50,000 | 1,530 | | Sarah J. Tolman | 20.0% | 20.0% | 47,700 | 1,459 | | Jonathan W. Nicholson | 20.0% | 20.0% | 44,000 | 1,346 |
LONG-TERM INCENTIVES — STOCK OPTIONS AND RESTRICTED STOCK AWARDS
The Board of Directors is required to make appropriate adjustments in connection with the 2020 Plan and any outstanding awards to reflect stock dividends, stock splits and certain other events. In the event of a merger, liquidation, or other reorganization event, as defined in the 2020 Plan, the Board of Directors is authorized to provide for outstanding options or other stock- based awards to be assumed or substituted for, and, if the acquiring or succeeding corporation does not agree to assume or substitute for such awards, the Board of Directors is authorized to provide for the acceleration of any award, and if applicable, to make an award fully exercisable prior to consummation of the reorganization event or to provide for a cash out of the value of any outstanding options. Upon the occurrence of a reorganization event, the repurchase and other rights of the Company under each outstanding award shall inure to the benefit of the Company’s successor and shall apply to the cash, securities, or other property which the Common Stock was converted into or exchanged for pursuant to such reorganization event in the same manner and to the same extent as they applied to the Common Stock subject to such restricted stock award.
BASE PAY
appointed President of the Bank in 2014 and he assumed the title of CEO of the Company on January 5, 2015. His salary for 2023 was set at $775,000, which placed him just above the 75th percentile for the peer group. As noted above, the Compensation Committee will use the data provided by Pearl Meyer and will consider various other factors including the principles and criteria contained in the compensation philosophy and strategy, and 2023 operating results, to adjust his base salary to the target level selected by the Committee. As part of its annual review the Compensation Committee reviewed the CEO’s salary in conjunction with the Company’s performance and the performance of banks included in the Company’s peer group. With assistance from Pearl Meyer, the Committee compares the CEO total target direct compensation to three-year total shareholder return (“3-Yr TSR”) as of December 31, 2022 for the Company and peer banks or holding companies. The key finding of this exercise is that Mr. McKim’s pay relative to the Bank’s 3-Yr TSR falls within the alignment corridor. The Compensation Committee’s decisions related to 2023 base salaries were based on 2022 operating results. The Bank continued to outperform the median levels of its national peer group in many areas, as measured by the Uniform Bank Performance Report. These included return on average assets, return on average equity, the efficiency ratio, and asset quality ratios. Building and strengthening the Company’s capital is a priority, and in 2023 the Company’s regulatory capital ratios remained strong. The Board and Management place a high value on building shareholder value, and the $0.34 per share quarterly dividend was increased to $0.35 per share in the second quarter of 2023. Additional detail on the Company’s performance is further detailed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in its Annual Report on Form 10-K.
STOCK GRANTS/LONG-TERM INCENTIVES
STOCK GRANTS/LONG-TERM INCENTIVES As noted above, in 2012, the Compensation Committee established specific long-term incentive targets for the NEOs based on position in the Company for grants to be made under the Equity Incentive Plan approved by the Shareholders in 2010, and the subsequent plan, which was approved by the Shareholders in 2020. Grants for 2023 performance under the Long-Term Incentive Program were awarded on January 30, 2024 and were based on the previous day’s closing price for the Company’s common stock of $26.22 per share. All grants have three-year cliff vesting with the exception of Ms. Norton’s which have a one-year vesting period. The detail on these grants can be found on page 31. Grants for 2022 performance under the Long-Term Incentive Program were awarded on January 26, 2023, and were based on the previous day’s closing price for the Company’s common stock of $29.30 per share. All grants have three-year cliff vesting with the exception of Ms. Norton’s which have a two-year vesting period. The detail on these grants can be found on page 31. Grants for 2021 performance under the Long-Term Incentive Program were awarded on January 27, 2022, and were based on the previous day’s closing price for the Company’s common stock of $32.70 per share. All grants have three-year cliff vesting. The detail on these grants can be found on page 32.
SEVERANCE AND CHANGE OF CONTROL BENEFITS
SEVERANCE AND CHANGE OF CONTROL BENEFITS The Company does not have any employment agreements with any of the executives of the Company, and no contractual or Company policy commitments exist with respect to severance or change of control benefits.
SUPPLEMENTAL LONG-TERM DISABILITY INSURANCE
SUPPLEMENTAL LONG-TERM DISABILITY INSURANCE In 2010, the Company purchased supplemental long-term disability insurance policies for the five most highly compensated executives at the time. Two of those executives, CEO McKim and EVP Norton, remain with the Company and are covered by this policy. This insurance was purchased as a group policy through Union Central Insurance and is intended to assist with any shortfalls that may exist due to the insurance caps applicable to the Company’s overall group policy. The Company continues to review this benefit along with all other Company benefits on an annual basis.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following Summary Compensation Table sets forth the cash and non-cash compensation for each of the last three fiscal years earned by the Principal Executive Officer (“PEO”) the Principal Financial Officer as well as the three other highest paid active Executive Officers in fiscal 2023.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Short-Term Bonus(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Tony C. McKim President and Chief Executive Officer | 2023 | 775,000 | 226,068 | 232,500 | 22,653 | 1,256,221 | | | 2022 | 670,000 | 300,145 | 201,000 | 21,108 | 1,192,253 | | | 2021 | 610,000 | 335,080 | 183,000 | 20,194 | 1,148,274 | | Susan A. Norton Executive Vice President and Chief Administrative Officer | 2023 | 315,000 | 60,891 | 63,000 | 20,189 | 459,080 | | | 2022 | 285,000 | 85,852 | 87,620 | 18,655 | 477,127 | | | 2021 | 267,500 | 88,823 | 53,500 | 17,760 | 427,583 | | Richard M. Elder Executive Vice President and Chief Financial Officer | 2023 | 310,000 | 50,237 | 62,000 | 20,071 | 442,308 | | | 2022 | 275,000 | 82,496 | 55,000 | 18,552 | 431,048 | | | 2021 | 250,000 | 80,527 | 50,000 | 17,666 | 398,193 | | Sarah J. Tolman Executive Vice President and Chief Banking Officer | 2023 | 280,000 | 45,303 | 56,000 | 19,891 | 401,194 | | | 2022 | 255,000 | 79,714 | 51,000 | 18,391 | 404,105 | | | 2021 | 238,500 | 93,015 | 47,700 | 17,488 | 396,703 | | Jonathan W. Nicholson Executive Vice President and Chief Lending Officer | 2023 | 265,000 | 53,790 | 53,000 | 19,800 | 391,590 | | | 2022 | 240,000 | 76,635 | 48,000 | 18,300 | 382,935 | | | 2021 | 220,000 | 89,714 | 44,000 | 17,400 | 371,114 |
SUMMARY COMPENSATION TABLE
(1) For 2021, the Compensation Committee of the Board granted cash bonuses outside of the STI program to the NEOs and to certain other senior executives. These amounts were: Mr. McKim received an additional bonus of $60,000. Ms. Norton and Mr. Elder each received an additional bonus of $5,000 each, and Ms. Tolman and Mr. Nicholson received additional bonuses of $15,000 each. (2) For 2022, the stock awards column includes an additional 1,000 shares awarded to Ms. Norton for performance in 2022. These shares were awarded on February 6, 2023, at the prior day’s closing price of $30.62. (3) All Other Compensation is detailed in the table below and includes the following: 401(k) Match and Additional Contributions. In all years, the Company provided a match at 50.0% of employee deferrals to the extent that the deferral does not exceed 6.0% of eligible compensation. In 2020 the Company converted to a Safe Harbor 401(k) plan. Under the Safe Harbor requirements, a Safe Harbor contribution of at least 3.0% must be provided annually. In 2023, 2022, and 2021, a 3.0% Safe Harbor contribution was provided to eligible employees. All 401(k) match and additional contributions are subject to the IRS regulations that govern the maximum amount of an Officer’s earnings which are eligible to be considered for the match and profit share components of compensation. Company-Owned Vehicle. The amounts shown include the value of personal use for Company-owned vehicles by the Named Executives, where applicable. Economic Value of Life Insurance. The amounts shown include the value of the Named Executives’ portion of policies provided by Life Insurance Endorsement Split Dollar Plan agreement for Bank Owned Life Insurance.
SUMMARY COMPENSATION TABLE
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SUMMARY COMPENSATION TABLE
| NEO | Year | 401(k) Matching Contribution ($) | 401(k) Safe Harbor Contribution ($) | Company-Owned Vehicle ($) | Economic Value of Life Insurance ($) | | Tony C. McKim | 2023 | 9,900 | 9,900 | 2,204 | 649 | | | 2022 | 9,150 | 9,150 | 2,204 | 604 | | | 2021 | 8,700 | 8,700 | 2,204 | 590 | | Susan A. Norton | 2023 | 9,900 | 9,900 | — | 389 | | | 2022 | 9,150 | 9,150 | — | 355 | | | 2021 | 8,700 | 8,700 | — | 360 | | Richard M. Elder | 2023 | 9,900 | 9,900 | — | 271 | | | 2022 | 9,150 | 9,150 | — | 252 | | | 2021 | 8,700 | 8,700 | — | 266 | | Sarah J. Tolman | 2023 | 9,900 | 9,900 | — | 98 | | | 2022 | 9,150 | 9,150 | — | 91 | | | 2021 | 8,700 | 8,700 | — | 88 | | Jonathan W. Nicholson | 2023 | 9,900 | 9,900 | — | — | | | 2022 | 9,150 | 9,150 | — | — | | | 2021 | 8,700 | 8,700 | — | — |
STOCK-BASED COMPENSATION
| | Grants of Plan-Based Awards for 2023(1) | | | | | | Name | Grant Date | All Other Stock Awards: Number of Shares of Stocks or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Tony C. McKim | 1/26/2023 | 6,861 | — | — | 201,000 | | Susan A. Norton | 1/26/2023 | 1,946 | — | — | 57,000 | | Susan A. Norton | 2/06/2023 | 1,000 | — | — | 30,600 | | Richard M. Elder | 1/26/2023 | 1,878 | — | — | 55,000 | | Sarah J. Tolman | 1/26/2023 | 1,741 | — | — | 51,000 | | Jonathan W. Nicholson | 1/26/2023 | 1,639 | — | — | 48,000 |
CEO PAY RATIO CALCULATION
CEO PAY RATIO CALCULATION As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Regulation S-K (Item 402(u)), the Company calculated the total 2023 compensation of Tony C. McKim, President and Chief Executive Officer, and compared that compensation to that of the Company’s ‘median employee’. These calculations and the corresponding comparison were based on total compensation for all employees (other than Mr. McKim) as of December 31, 2023, by aggregating annual wages (including paid time off), the annual bonus paid under the Company’s Stakeholder bonus plan, any other bonuses paid for sales referrals, attendance, etc., and the 401(k) match paid by the Company. The end result was compared with the total compensation of Mr. McKim found on page 35. The Company believes that the ratio of pay included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Based on this comparison, the total 2023 compensation of the President/CEO of the Company which was $1,256,221 is 18.5 times that of the total 2023 compensation of the median employee, which was $68,012. Because a limited number of our employees receive equity compensation, we did not consider this element in calculating the compensation of our employees other than Mr. McKim for purposes of this pay ratio.
SAY ON PAY
| | Summary Compensation Table For PEO’s | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to NON-PEO NEOs (2) | Total Shareholder Return (TSR) (3) | TSR of Peer Group (3,4) | Net Income | Company Selected Measure – Return on Average Tangible Common Equity | | Year(1) | $(000s) | $(000s) | $(000s) | $(000s) | $ | $ | $(000s) | | | 2023 | 1,256 | 1,191 | 424 | 415 | 113.17 | 112.93 | 29,519 | 14.58% | | 2022 | 1,192 | 1,143 | 424 | 404 | 113.83 | 117.32 | 38,990 | 19.15% | | 2021 | 1,148 | 1,305 | 398 | 419 | 114.32 | 121.92 | 36,269 | 17.64% | | 2020 | 1,043 | 977 | 392 | 354 | 88.44 | 83.62 | 27,129 | 14.29% |
SAY ON PAY
| | 2020 | | 2021 | | 2022 | | 2023 | | | Reconciliation of Compensation Actually Paid | PEO $(000s) | Average of Non-PEO NEOs $(000s) | PEO $(000s) | Average of Non-PEO NEOs $(000s) | PEO $(000s) | Average of Non-PEO NEOs $(000s) | PEO $(000s) | Average of Non-PEO NEOs $(000s) | | Total Compensation per Summary Compensation Table (SCT) | 1,043 | 392 | 1,148 | 398 | 1,192 | 424 | 1,256 | 424 | | Less: Value of Stock Grants reported in SCT | (204) | (52) | (183) | (49) | (201) | (60) | (233) | (59) | | Plus: Year-End Value of Stock Grants Awarded in Fiscal Year that are Unvested and Outstanding | 179 | 39 | 269 | 54 | 168 | 45 | 194 | 58 | | Plus: Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | (41) | (24) | 63 | 26 | (18) | (6) | (22) | (6) | | Plus: Change in Fair Value of Prior Year Awards that Vested this Year | — | (1) | 7 | (11) | 3 | 2 | (4) | (3) | | “Compensation Actually Paid” for Year Shown(1) | 977 | 354 | 1,305 | 419 | 1,143 | 404 | 1,191 | 415 |
COMPENSATION ACTUALLY PAID AND CUMULATIVE TSR
COMPENSATION ACTUALLY PAID AND CUMULATIVE TSR The following graph describes the relationship between the amount of compensation actually paid to Mr. McKim and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. McKim) to our cumulative TSR and our peer group’s TSR over the four years presented in the table.
COMPENSATION ACTUALLY PAID AND NET INCOME
COMPENSATION ACTUALLY PAID AND NET INCOME The following graph describes the relationship between the amount of compensation actually paid to Mr. McKim and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. McKim) and our net income over the four years presented in the table.
COMPENSATION ACTUALLY PAID AND NET INCOME
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COMPENSATION ACTUALLY PAID AND RETURN ON AVERAGE TANGIBLE COMMON EQUITY
COMPENSATION ACTUALLY PAID AND RETURN ON AVERAGE TANGIBLE COMMON EQUITY The following graph describes the relationship between the amount of compensation actually paid to Mr. McKim and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. McKim) and our return on average tangible common equity over the four years presented in the table.