F. Stephen Ward
About F. Stephen Ward
F. Stephen Ward, age 71, is an independent director of The First Bancorp, Inc. (FNLC) and First National Bank, serving since 2018 and attaining independence status in 2022. He retired as Treasurer and Chief Financial Officer of the Company and Bank on March 30, 2018 after 28 years, and is recognized as the Board’s Audit Committee Chair and SEC-defined “financial expert” based on his CFO experience and financial acumen . Ward’s core credentials include extensive experience in financial statement preparation, asset/liability management, and management of a complex fixed-income portfolio .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The First Bancorp, Inc. | Treasurer & Chief Financial Officer (Company) | CFO since 1994; retired Mar 30, 2018 | Led financial reporting, ALM, and investment portfolio management |
| First National Bank | Chief Financial Officer (Bank) | CFO since 1993; retired Mar 30, 2018 | Bank-level financial leadership and controls |
| Local Government (Edgecomb/Union 49) | Budget & School Committees | Edgecomb Budget Committee (3 yrs); Edgecomb School Committee (9 yrs, 7 as Chair); Union 49 School Board (9 yrs, 3 as Vice-Chair) | Governance, budgeting, and leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Coastal Ventures Inc. (subsidiary of Coastal Enterprises) | Past Board Chair | Not specified | VC funds serving northern New England; majority of investors are Maine-based banks |
| Federal Home Loan Bank of Boston | Member Advisory Panel | 6 years | FHLB Boston is an important funding source for the Bank |
| Round Top Center for the Arts; Boothbay Region YMCA | Non-profit involvement | Not specified | Community engagement |
Board Governance
- Committee assignments: Audit Committee Chair; Audit met 4 times in 2024. FNLC Board met 6 times; Compensation 3; Nominating & Governance 3 .
- Independence: Ward is independent (as of April 1, 2022); Board determined all directors except the CEO were independent as of January 2025 .
- Attendance: All directors attended at least 86% of Board and committee meetings in 2024; aggregate attendance exceeded 95%; all directors attended the 2024 Annual Meeting .
- Leadership/structure: Independent Board Chair (Bruce B. Tindal); executive sessions of independent directors held after each regular Board meeting .
- Financial expertise: Ward meets SEC’s full definition of Audit Committee Financial Expert and chairs the Audit Committee .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $36,800 | Director compensation is paid by the Bank; no Company board fees |
| Monthly director retainer | $1,300 per month (outside directors; Chair excluded) | Effective March 2024 |
| Board meeting fee | $1,050 per meeting (increased from $1,000 in 2023) | Effective March 2024 |
| Committee meeting fee | $700 per committee meeting | Applies to committees where the director is a member |
| Equity grants to directors | Not disclosed for 2024 | Plan permits director awards, but proxy shows awards to executives; no director awards disclosed |
- Group alignment signal: Of $256,200 paid to outside directors in 2024, 58% was reinvested via the Employee Stock Purchase Plan; directors may elect up to 100% of fees to purchase stock at market price without commission .
Performance Compensation
| Performance-Based Element | Detail |
|---|---|
| Cash bonus for directors | None disclosed (director pay comprised of retainer/meeting fees) |
| Equity (RSUs/PSUs/Options) | No director grants disclosed for 2024; 2020 Plan primarily used for restricted stock to executives |
- Clawback policy exists for incentive compensation plans (executive/STI/LTI), but no director-specific performance pay is disclosed .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Public company boards | — | None | Company discloses no Director serves on boards of other public reporting companies or investment companies |
| Coastal Ventures Inc. | Private VC | Past Board Chair | VC subsidiary with bank investors; no related-party transactions reported in 2024 |
| FHLB Boston | Government-sponsored enterprise | Advisory Panel member | FHLB Boston is a Bank funding source; oversight via Audit and ALCO committees mitigates risk |
Expertise & Qualifications
- Former CFO/Treasurer with >2 decades in bank executive management; deep experience in financial reporting, ALM, and fixed-income portfolio management .
- Audit Committee Chair and SEC-defined financial expert; independent under NASDAQ rules since April 1, 2022 .
- Governance experience through local boards/committees; involvement in non-profits and regional venture capital ecosystem .
Equity Ownership
| Shares Beneficially Owned | % of Outstanding | Shares Pledged | Director Ownership Guideline | Compliance |
|---|---|---|---|---|
| 44,613 | <1% (asterisk indicates less than one percent) | 20,718 (pledged as security) | 5,000 shares minimum for directors | Meets guideline as of Dec 31, 2024 |
- Insider trading policy disallows hedging or transactions designed to offset decreases in market value; Section 16 filings were timely in 2024 except one gift by another director (Gregory) .
Governance Assessment
- Ward is an independent Audit Chair and SEC-defined financial expert—strong signal for audit rigor and risk oversight; Board independence robust (8 of 9 independent), with independent Board Chair and regular executive sessions .
- Attendance and engagement appear adequate (≥86% for all directors; >95% aggregate; all attended 2024 annual meeting), supporting Board effectiveness .
- Director pay structure is cash-based and modest; no performance bonuses or disclosed director equity grants; however, optional reinvestment via ESPP enhances alignment (58% reinvestment by outside directors as a group) .
- Related-party risk appears contained: no related party transactions in 2024 beyond ordinary-course Regulation O–compliant loans; total loans to directors/executives were $32.182 million (1.37% of total loans), subject to internal audit and Audit Committee review .
- RED FLAG: Shares pledged—Ward has 20,718 shares pledged as security. Pledging can impair alignment in stress scenarios; another director (Smith) also has pledged shares, indicating a board-wide monitoring need .
- Policy safeguards include clawback provisions for incentive compensation, prohibitions on hedging, majority vote with resignation policy in uncontested elections, and stock ownership guidelines; Say‑on‑Pay support was strong (~96% approval in 2024), indicating shareholder confidence in compensation governance .