Cornelius J. Russell
About Cornelius J. Russell
Independent director of The First Bancorp, Inc. (FNLC) and First National Bank since 2014; age 61 as of December 31, 2024. A second-generation hotelier and General Manager of the Samoset Resort since 1999, Russell brings deep hospitality, retail, and lodging expertise, including oversight of multi-million dollar capital projects. He holds a B.S. in Resource Economics from the University of Maine and has received industry and community recognition, including 2016 Community Person of the Year (Penobscot Bay Regional Chamber of Commerce) and 2010 Innkeeper of the Year (Maine Innkeepers Association) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Samoset Resort | General Manager | Since 1999 | Oversaw numerous multi-million dollar capital improvement projects |
| Ocean Properties Hotels Resorts & Affiliates | Hotel management positions (ME, NH, FL, CO, AZ) | Began 1987 | Multi-property operational leadership across geographies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hospitality Maine | Treasurer | Not disclosed | State industry association leadership |
| New England Inns and Resorts Association | Past President | Not disclosed | Regional industry association leadership |
| American Hotel & Lodging Association | Resort Committee (member) | Not disclosed | National industry committee |
| Maine Innkeepers Association | Past President | Not disclosed | State industry association leadership |
| Penobscot Bay Regional Chamber of Commerce | Past Board service | Not disclosed | Community and business engagement |
| Maine State Chamber of Commerce | Past Board service | Not disclosed | Statewide business advocacy |
| Penobscot Bay Hospital | Past Trustee | Not disclosed | Non-profit governance |
Board Governance
- Independence: The Board determined all directors other than the CEO (Tony C. McKim) are independent under NASDAQ rules as of January 2025; Russell is independent .
- Committee assignments: Compensation Committee (member); Nominating & Governance Committee (member). 2024 meeting counts—Compensation: 3; Nominating & Governance: 3; Board: 6 .
- Committee chairs: Compensation—Stuart G. Smith; Nominating & Governance—Kimberly S. Swan; Audit—F. Stephen Ward (Audit Committee Financial Expert) .
- Attendance: All directors attended at least 86% of Board and committee meetings; aggregate attendance exceeded 95%. Executive sessions of independent directors occur after each regular Board meeting; all directors attended the 2024 Annual Meeting .
- Leadership structure: Independent Board Chair (Bruce B. Tindal), elected to one-year terms; Chair has served since April 2023 .
- Risk oversight: Board and committees oversee liquidity, operations, compensation risk, lending policies, director independence/conflicts, and trust/fiduciary functions; CIO reports monthly on cybersecurity; no information security breaches in last five years .
Fixed Compensation
| Component | Terms | 2024 Cash ($) |
|---|---|---|
| Director monthly retainer | $1,300 per month (outside directors; Chair excluded from retainer) | Included in total |
| Board meeting fee | $1,050 per meeting (effective March 2024) | Included in total |
| Committee meeting fee | $700 per meeting (members) | Included in total |
| Chair of Board fee | $44,600 annual in 2024 (not applicable to Russell) | — |
| Total 2024 director fees (cash) | — | $33,300 (Russell) |
| Reinvestment via ESPP | 58% of outside director fees reinvested company-wide (aggregate) | Not broken out by director |
Additional points:
- No Company-paid fees for service on The First Bancorp Board (fees are paid by the Bank) .
- Directors may allocate up to 100% of fees to stock purchases under the employee stock purchase plan at market price, no commission .
Performance Compensation
| Component | Performance Metric | Weight/Terms | 2024 Outcome |
|---|---|---|---|
| None disclosed for directors | N/A | Director compensation consists of cash retainers and meeting fees; no performance-based or equity awards to directors disclosed | N/A |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None; “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 under Section 12 or subject to Section 15(d), or any registered investment company.” |
| Third-party compensation | None; no director receives compensation from third parties in connection with candidacy or service as a director |
| Related-party transactions | No related party transactions in 2024 other than ordinary-course loans; loans to directors/executives/affiliates totaled $32,182,000 (1.37% of total loans), on substantially the same terms as for non-related parties; monitored by internal audit and reviewed by the Audit Committee |
Expertise & Qualifications
- Hospitality and lodging operations; multi-site management; capital project execution .
- Community and industry leadership across state and regional associations .
- B.S. in Resource Economics, University of Maine .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 14,760 (direct holdings) |
| Ownership % of outstanding | Less than 1% |
| Director stock ownership guideline | 5,000 shares |
| Compliance status | Meets/exceeds guideline (as of Dec 31, 2024) |
| Shares pledged as collateral | None disclosed for Russell; pledges disclosed for other directors (Smith: 72,216; Ward: 20,718) |
| Hedging policy | Company’s Insider Trading Policy disallows hedging transactions and includes pre-clearance procedures for directors |
Governance Assessment
- Strengths: Independent director on key committees (Compensation; Nominating & Governance) with strong local industry expertise and ownership alignment (14,760 shares, exceeding 5,000-share guideline). Board structure features independent chair, majority independent directors (8 of 9), executive sessions, and robust risk/cyber oversight .
- Engagement: Board/committee attendance levels are high (≥86% for all directors; aggregate >95%); Russell co-signed the Compensation Committee’s certification and report (Feb 27, 2025), indicating active participation in pay oversight .
- Compensation governance: Compensation Committee uses independent consultant (Pearl Meyer), benchmarks to a defined peer group, applies clawback policy for executive incentives, and maintains stock ownership guidelines; Say-on-Pay received strong shareholder support (e.g., 2024 noted at 96% approval; raw vote totals also disclosed) .
- Conflicts and red flags: No third-party director compensation; no related-party transactions beyond ordinary-course loans on market terms; no pledging disclosed for Russell; hedging prohibited by policy. Industry roles are non-profit/association positions without disclosed bank conflicts. Note broader pledge exposure among other directors (Smith, Ward) as a board-level consideration, but not attributable to Russell .
- Shareholder alignment: Directors can reinvest cash fees via ESPP; no equity grants to directors disclosed, limiting potential misalignment or complex vesting dynamics .
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) filings (2024) | Company believes all directors, officers, and >10% owners filed timely, except Director Robert B. Gregory (gifted shares July 18, 2024; later filed). No delinquent filing disclosed for Russell |
| Form 4 transactions (2024) | Not disclosed in proxy for Russell; no exceptions noted |
Committee Influence Points (Compensation Committee)
- Membership: Russell serves with Chair Stuart G. Smith, Kimberly S. Swan, and Bruce B. Tindal; all independent under NASDAQ rules .
- Practices: Independent consultant (Pearl Meyer) engaged; benchmarking across ~20 Northeast community banks; short- and long-term incentive design with multi-metric alignment and clawback; risk reviews conducted with Senior Risk Officer (CEO) with committee certification .
- Say-on-Pay: Management notes 96% approval in 2024; raw vote counts presented in proxy (For 7,538,051; Against 195,775; Abstain 78,820; Broker non-vote 1,431,417) .
Signals for Investors
- Board effectiveness appears solid given independence, attendance, and governance practices (independent chair; majority vote; ownership guidelines) .
- Potential exposure stems from ordinary-course lending to directors/executives (aggregate $32.182M), typical for community banks but merits ongoing monitoring; Russell’s hospitality ties could intersect with local credit cycles, though no related-party transactions were disclosed in 2024 .
- No pledging by Russell; hedging prohibited; equity ownership exceeds guidelines—positive alignment signal .