Christopher J. Austin

About Christopher J. Austin

Christopher J. Austin, age 51, serves as Clerk of The First Bancorp, Inc. and Executive Vice President & Chief Legal Counsel of First National Bank; he has been a licensed Maine attorney since 1998 and previously served multiple terms as managing member of a large Maine law firm with a practice focused on representing lenders and businesses in commercial transactions . Company context for incentive alignment: 2024 net income was $27.0 million with diluted EPS of $2.43; efficiency ratio was 56.66% (non-GAAP); PTPP ROAA was 1.09% and PTPP Return on Average Tangible Common Equity was 15.12%; tangible book value reached $19.87, with margin improvement in H2 2024 supporting earnings trends . Pay-versus-performance shows cumulative TSR index at 116.01 for 2024, with net income at $27,045 thousand and selected performance measure Return on Average Tangible Common Equity at 12.35% .

Past Roles

External Roles

No public company directorships or external board roles are disclosed for Austin in the proxy biography .

Fixed Compensation

• Individual base salary, target bonus, and actual bonus for Austin are not disclosed; FNLC targets base salary slightly above market median (55th–75th percentile) based on a defined peer group and Pearl Meyer benchmarking, with pay reflecting role, experience, and contribution .
• The Compensation Committee oversees pay-for-performance, uses an independent consultant (Pearl Meyer), and retains annual say‑on‑pay feedback in its design .

Performance Compensation

• Short‑Term Incentive plan covers the five NEOs and certain other senior executives; awards are paid in cash, range from 0–150% of target, are based on bank‑level, role‑specific, and discretionary goals, and are paid by March 15 following the plan year; the plan includes a clawback and explicit risk-balancing provisions (no incentives for undue risk) .
• Long‑Term Incentives under the 2020 Equity Incentive Plan are primarily restricted stock awards with conservative vesting (generally three‑year cliff); NEOs received awards for 2022–2024 performance and other executives also received grants (e.g., 4,890 shares to other executives in 2024 for 2023 performance), but individual grants to Austin are not disclosed; FNLC does not currently grant options .

Equity Ownership & Alignment

• Stock ownership guidelines: Directors 5,000 shares; CEO 2× base salary; Named Executive Officers (other than CEO) 1× base salary; as of 12/31/2024 all Directors and NEOs met guidelines except Director Kachmar (new director), with 75% of her fees in stock until compliant; compliance for other executives (including Austin) is not disclosed .
• Insider Trading Policy prohibits hedging and requires pre‑clearance for directors and certain employees; Section 16 reporting was largely timely; no hedging activity is permitted .
• Pledging: two directors had pledged shares (Stuart G. Smith: 72,216; F. Stephen Ward: 20,718); there is no disclosure of any pledging or hedging by Austin .

Employment Terms

• Role and tenure: Clerk of the Company; EVP & Chief Legal Counsel of the Bank since 2024 .
• No employment agreements; no severance or change‑of‑control commitments for executives; LTIs include clawbacks tied to restatements; limited perquisites (company vehicle only provided for CEO in 2024) .
• As Clerk, Austin is the designated contact for proxy revocations and certain shareholder communications (addressed notices go to the Clerk; the proxy and annual meeting sections highlight this function) .

Performance & Track Record

• Austin’s biography highlights extensive legal and commercial transaction experience supporting the bank’s governance and credit/legal frameworks; specific FNLC project achievements attributable to Austin are not separately disclosed .
• Company execution context: 2024 net income decline vs. 2023 amid margin pressure early in the year, with H2 margin improvement; strong asset growth and excellent asset quality; efficiency ratio favorable to peers . In 2025, shareholders approved all proposals with high support, and Q3 2025 results showed continued earnings and margin expansion .

Board Governance

• Austin is not a director; he serves as Clerk. The Compensation Committee is independent, engages Pearl Meyer, and oversees CEO/NEO goals, incentives, equity grants, ownership guidelines, and severance oversight; committee composition and independence are detailed in the proxy .

Compensation Committee Analysis

• Peer group of ~20 non‑metropolitan Northeast bank holding companies (including Maine peers) guides pay positioning; base salaries targeted at 55th–75th percentile and the mix of base, STI, and LTI is aligned to industry practices; committee certifies programs do not incentivize undue risk .

Equity Ownership & Alignment (Quantitative context for FNLC)

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval was cited at 96% in the proxy’s highlights; the committee retained its overall compensation approach with ongoing shareholder feedback .
• 2025 say‑on‑pay results: For 7,118,474; Against 141,277; Abstain 48,835; Broker non‑vote 1,759,401 .

Risk Indicators & Red Flags

• No employment agreements; no severance/CIC commitments (limits golden parachute risk) .
• Clawback policy present for incentive compensation .
• Insider Trading Policy prohibits hedging and requires pre‑clearance; no hedging allowed .
• Cybersecurity: the bank reports no information security breaches in the last five years; robust oversight and insurance .
• Pledging noted for two directors; no pledging disclosed for Austin .

Investment Implications

• Retention risk appears moderated by conservative three‑year cliff vesting on restricted stock and ownership guidelines, but individual grant detail for Austin is not disclosed; lack of employment/severance agreements reduces golden parachute exposure yet places more emphasis on LTIs and culture for retention .
• Compensation governance is strong: independent committee, external benchmarking, clawbacks, and risk controls—supporting pay‑for‑performance alignment; say‑on‑pay support remains high, suggesting low near‑term shareholder pressure on executive comp frameworks .
• No disclosed hedging/pledging by Austin and prohibitions in policy lower alignment risk; absence of individual ownership and award disclosures limits assessment of “skin‑in‑the‑game” for Austin relative to NEOs .
• From a trading‑signal perspective, disclosures do not indicate insider selling pressure by Austin; continued earnings/margin expansion in 2025 strengthens the backdrop for incentive attainment, but Austin‑specific metrics/weights are not provided .