Ingrid H. W. Kachmar
About Ingrid H. W. Kachmar
Independent director of The First Bancorp, Inc. (FNLC) and First National Bank since February 2025; age 57 as of December 31, 2024 . Executive Director of Harbor House Community Service Center (since 2011), with a Babson College BS in Management and minor in Entrepreneurial Studies; extensive nonprofit and local school board experience and current board service at Acadia Homes for Students . The Board determined in January 2025 that all directors other than the CEO are independent under NASDAQ standards; Kachmar is categorized as independent . Tenure on FNLC’s board began in 2025; 2024 attendance metrics do not apply to her personally, though board-wide attendance exceeded 86% per director and >95% aggregate in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harbor House Community Service Center | Executive Director | 2011–present | Oversight of programming, budgeting, staff supervision, donor development; created/managed “Lobsters on the Sound”; facilitated fitness center relocation increasing membership; increased charitable donations and event revenue |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Acadia Homes for Students | Director (board) | Current (not dated) | Nonprofit governance |
| Various local school boards | Director | Not specified | “Extensive board experience” |
Board Governance
- Independence: Independent director since Feb 2025; Board’s Jan 2025 review affirmed independence of all directors except the CEO .
- Committee assignments: As a new director, no committee memberships disclosed for Kachmar in 2024; standing committees and their members are Audit (Ward—Chair, Swan, Tindal), Compensation (Smith—Chair, Russell, Swan, Tindal), and Nominating & Governance (Swan—Chair, Kelly, Russell, Tindal) .
- Board structure: Independent Board Chair (Bruce B. Tindal); executive sessions held after each regular board meeting; majority vote policy with resignation requirement on failing to receive required votes; board retirement policy following 75th birthday .
- Attendance: All directors attended at least 86% of board/committee meetings in 2024; aggregate attendance >95%; 2024 meetings were Board—6, Audit—4, Compensation—3, Nominating & Governance—3 .
- Risk oversight: Comprehensive committee-based oversight across asset/liability, audit (including technology/cybersecurity), compensation risk, lending practices, governance conflicts, trust/investment functions; CIO reports monthly on cybersecurity; no information security breaches in last five years .
- Ethics and trading: Codes of Ethics and Business Conduct maintained and annually reaffirmed; Insider Trading Policy (2024) disallows hedging transactions; policy pre-clearance required for directors .
Fixed Compensation
| Component | FNLC Director Pay Structure | Kachmar (2024) |
|---|---|---|
| Board Chair annual fee | $44,600 in 2024 (raised from $44,000 in 2023) | N/A (not Chair) |
| Board meeting fee | $1,050 per meeting from March 2024 (was $1,000) | Joined 2025; none in 2024 |
| Committee meeting fee | $700 per meeting for committee members | Joined 2025; none in 2024 |
| Monthly retainer | $1,300 per month for outside directors (except Chair) | Joined 2025; none in 2024 |
| Total 2024 fees paid to directors (group) | $256,200; 58% reinvested via employee stock purchase plan | $0 (note: joined Feb 2025) |
| Third-party director compensation | None disclosed (NASDAQ Rule 5250(b)(3)) | None disclosed |
- Directors may elect up to 100% of director fees to purchase FNLC stock at market via payroll deduction, commission-free, under the stock purchase plan .
- No additional cash retainers disclosed specifically for Kachmar beyond the standard structure; she did not receive 2024 compensation as she joined in 2025 .
Performance Compensation
- Equity grants to directors: The 2020 Equity Incentive Plan permits grants to non-employee directors, but current disclosures emphasize use for executives; 2023–2025 grants shown were to NEOs, not directors .
- Performance metrics tied to director pay: None disclosed; director compensation is cash retainer and meeting fees, with optional stock purchases via plan .
- Clawback policy applies to incentive awards in executive plans; no performance-based director awards or clawback triggers specific to directors were disclosed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | No FNLC directors serve on other public company or registered investment company boards (statement applies company-wide) . |
| Notable interlock | Kachmar is Executive Director of Harbor House; FNLC CEO Tony McKim is involved in Harbor House (along with other local associations). This is a soft relationship to monitor for potential perceived influence; no related-party transactions disclosed . |
| Third-party director compensation | None for any director, including Kachmar . |
Expertise & Qualifications
- Qualifications cited by FNLC: Collaboration, strategic planning, management skills, and local knowledge of retail, real estate, and community service .
- Education: Babson College, BS in Management; minor in Entrepreneurial Studies .
- Board skills context: FNLC emphasizes diversified board skills and independence; 8 of 9 directors are independent; 3 women; independent chair; regular executive sessions .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged Shares | Notes |
|---|---|---|---|---|
| Ingrid H. W. Kachmar | 1,000 | <1% (outstanding shares: 11,195,768 as of record date) | 0 (none disclosed) | Joined Feb 2025 |
- Director ownership guidelines: Directors must hold 5,000 shares; as of Dec 31, 2024, all directors met guidelines except Kachmar (new in 2025). Until she meets the guideline, 75% of her director fees will be paid in company stock to accelerate compliance .
- Pledging red flags at board level: Two other directors have pledged shares (Smith: 72,216; Ward: 20,718); Kachmar has no pledged shares disclosed .
Governance Assessment
- Board effectiveness: FNLC exhibits robust governance—independent chair, strong committee independence, regular executive sessions, and high attendance; formal majority vote/resignation policy and clear director qualification criteria reinforce accountability .
- Independence and conflicts: Kachmar is independent; no third-party pay; no related-party transactions in 2024 beyond ordinary course loans; company procedures review related-party exposures; total loans to directors/executives were 1.37% of total loans and made on market terms, with internal audit oversight .
- Alignment and incentives: Director stock ownership guidelines and fee-to-stock elections support alignment; insider trading policy bans hedging, reducing misalignment risk .
- Shareholder signals: Say-on-Pay approval in 2024 was strong (~96% support), indicating investor confidence in compensation governance .
- RED FLAGS to monitor:
- Share pledging by other directors (not Kachmar) can pose risk in stressed markets .
- Soft interlock via Harbor House (CEO involvement; Kachmar leadership) warrants awareness, though no transactions are disclosed and the company reports no related-party transactions in 2024 .
- Ordinary-course director/executive lending should continue to be monitored under Regulation O; current oversight and terms appear appropriate .
Overall, Ingrid H. W. Kachmar brings community-focused management and fundraising expertise, is independent, and is moving toward equity ownership guideline compliance via stock-paid fees. No direct conflicts or related-party transactions are disclosed; minimal governance risk stems from soft nonprofit ties with the CEO, mitigated by FNLC’s independence, policies, and oversight frameworks .