Bruce B. Tindal
About Bruce B. Tindal
Bruce B. Tindal (age 74) is an independent director of The First Bancorp, Inc. (FNLC) since 1999 and has served as independent Chair of the Board since April 2023. He is a licensed real estate broker (since 1974) and founder of Tindal & Callahan Real Estate (est. 1985), bringing deep expertise in coastal Maine real estate market dynamics to the board. The board determined in January 2025 that all directors other than the CEO are independent under NASDAQ rules, which includes Mr. Tindal. A board retirement policy applies following the 75th birthday; Tindal is approaching this threshold.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tindal & Callahan Real Estate | Founder; Licensed Real Estate Broker | Broker since 1974; firm in operation since 1985 | Brings in-depth knowledge of coastal Maine real estate and trends to FNLC board deliberations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boothbay Region Land Trust | Board of Advisors | Current | Community/land trust advisory role |
| National Association of Realtors; Council of Residential Specialists; Real Estate Buyers Agent Council; Boothbay Harbor Rotary Club | Member | Current | Professional associations and civic engagement |
Board Governance
- Board roles and independence
- Independent Chair of the Board (since April 2023); director since 1999; independent under NASDAQ standards (as of Jan 2025).
- Corporate governance highlights include an independent Board Chair, majority independent board (8/9), and a board retirement policy following 75th birthday.
- Committee assignments (2024)
- Audit Committee (member). Meetings in 2024: 4.
- Compensation Committee (member). Meetings in 2024: 3.
- Nominating & Governance Committee (member). Meetings in 2024: 3.
- Board activity and engagement
- Board meetings in 2024: 6; executive sessions occur after each regular board meeting; all directors attended at least 86% of board and committee meetings (aggregate attendance >95%); all directors attended the 2024 Annual Meeting.
- Interlocks and overboarding
- No FNLC director serves on the board of another SEC-registered public company or investment company; no compensation committee interlocks disclosed.
- Risk oversight and governance structure
- Clear role delineation across Audit, Compensation, and Nominating & Governance Committees, with independent membership on all three; Audit Committee chaired by an SEC-defined financial expert (F. Stephen Ward).
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Fees Earned or Paid in Cash – Bruce B. Tindal | $44,500 | Total director cash fees in 2024 as reported for Tindal. |
| Board Chair Annual Fee | Increased from $44,000 (2023) to $44,600 (effective March 2024) | Chair has a fixed annual fee; other directors receive meeting and committee fees plus monthly retainer. |
| Outside Director Monthly Retainer (non-Chair) | $1,300 per month | Not applicable to Chair; context for overall program. |
| Board Meeting Fee (non-Chair) | $1,050 per meeting (from $1,000 in 2023) | Not applicable to Chair; context for overall program. |
| Committee Meeting Fee (non-Chair) | $700 per committee meeting | Not applicable to Chair; context for overall program. |
| Group-level alignment | 58% of outside director fees reinvested in FNLC stock via ESPP (2024) | Signals ownership alignment across the board. |
Performance Compensation
- Directors at FNLC are compensated in cash retainers and meeting fees; no performance-based (incentive) compensation is disclosed for directors.
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | FNLC discloses that no director serves as a director of another SEC-registered public company or registered investment company. |
Expertise & Qualifications
- In-depth knowledge of the coastal Maine real estate market and trends; multi-decade operating experience as a broker and firm founder. The board cites these credentials as reasons he is well-suited to serve.
Equity Ownership
| Holder | Shares (Direct) | Spouse’s Holdings | Total Beneficial | % Outstanding | Notes |
|---|---|---|---|---|---|
| Bruce B. Tindal | 23,260 | 1,000 | 24,260 | <1% | No pledge indicated for Tindal; pledge disclosures apply to other directors (Smith: 72,216 pledged; Ward: 20,718 pledged). |
| Director Stock Ownership Guidelines | 5,000 shares required | — | — | — | As of Dec 31, 2024, all directors met guidelines (except Kachmar who joined in Feb 2025 and will receive 75% of fees in stock until compliant). |
| Anti-hedging policy | — | — | — | — | Insider Trading Policy disallows hedging or transactions designed to offset decreases in FNLC stock value. |
Related-Party / Conflicts Check
- No related-party transactions in 2024 other than ordinary-course loans to insiders; loans made on substantially the same terms as for non-affiliates, with normal risk and no unfavorable features; total outstanding loans to directors/executives and affiliates were $32.182 million (1.37% of total loans) at December 31, 2024.
- Compensation Committee members (including Tindal) are customers of the bank, but any loans are on substantially the same terms as for non-related persons.
- Third-party compensation of directors: none disclosed under NASDAQ Rule 5250(b)(3).
- Section 16(a) reporting: no delinquencies disclosed for Tindal; the only noted late filing in 2024 was for another director (Gregory).
Say-on-Pay & Shareholder Sentiment (Context)
- 2024 Say-on-Pay vote: For 7,538,051; Against 195,775; Abstain 78,820; Broker non-vote 1,431,417 (Board references approximately 88% support as acceptable).
Governance Assessment
- Strengths
- Independent Chair with long local market expertise; multiple committee memberships (Audit, Compensation, Nominating & Governance) enhance oversight leverage.
- Board-level engagement: all directors >86% attendance; regular executive sessions; structured risk oversight across committees; Audit Committee chaired by SEC “financial expert.”
- Ownership alignment: director ownership guidelines (5,000 shares) met; Tindal beneficially owns 24,260 shares; anti-hedging policy in place; high proportion of director fees reinvested via ESPP (58%).
- No third-party director compensation and no 2024 related-party transactions beyond ordinary-course insider loans.
- Watch items
- Tenure/retirement: Tindal’s long service (since 1999) and proximity to the board’s retirement policy threshold (age 75) suggest potential near- to medium-term board transition planning considerations.
- Ordinary-course insider lending is present at the bank (common for community banks), but monitored via policy and audits; continue to monitor for any future related-party transactions, especially given real estate exposure; none were reported for 2024.
- Concentrated sector expertise (real estate) is valuable to a community bank but should be balanced with broader financial and technology oversight; current committee composition appears to provide that balance.
Overall signal: Independent Chairship, committee breadth, strong attendance, and clear ownership alignment are positives for investor confidence; forthcoming retirement policy timing and ongoing oversight of insider lending practices are the key items to monitor.