Jody L. Brown
About Jody L. Brown
Jody L. Brown, 47, is Executive Vice President and Chief Risk Officer of First National Bank (subsidiary of The First Bancorp, Inc., NASDAQ: FNLC) since February 2025. She joined the bank in September 2002, previously serving as Vice President of Credit Administration and later as Senior Vice President and Senior Credit Officer; she is a Certified Public Accountant and formerly a Senior Auditor at a regional accounting firm specializing in financial institutions and non-profits . As CRO, Brown oversees Credit Administration, Collections, Compliance, and Quality Control, with responsibilities expanded to include Compliance/BSA and Risk after the retirement of EVP Susan Norton in February 2025 . Company performance in 2024 featured net income of $27.0M, diluted EPS of $2.43, a non-GAAP efficiency ratio of 56.66%, and strong asset quality (Non-Performing Assets/Total Assets 0.14%; non-performing loans 0.18% of total loans) amid 9.9% loan growth and improving net interest margin in H2 2024; cumulative TSR stood at 116.01 (base 100 in 2019) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First National Bank | Vice President, Credit Administration | 2002–2022 | Built and oversaw credit administration processes supporting portfolio growth and asset quality . |
| First National Bank | Senior Vice President, Senior Credit Officer | Apr 2022–Feb 2025 | Led credit risk oversight ahead of promotion to CRO, including Collections, Compliance, and Quality Control . |
| Regional Accounting Firm | Senior Auditor (CPA) | Pre-2002 | Audited financial institutions and non-profits, strengthening technical controls and reporting rigor . |
External Roles
No external directorships or committee roles were disclosed in company filings for Brown .
Fixed Compensation
Not disclosed for Brown. Company policy targets executive base salaries slightly above market median (55th–75th percentile) using an independent consultant (Pearl Meyer) and a defined Northeast peer group; base pay reflects role, experience, and contribution .
Performance Compensation
Not disclosed for Brown. Overview of Company programs:
- Short-Term Incentive Plan (cash, paid by March 15): role-based target % of salary; multiple weighted goals; payout range 0–150% of target; requires employment at payment; clawback applies on restatement .
- Long-Term Incentives: restricted stock awards under the 2020 Equity Incentive Plan; typical 3-year cliff vesting (exceptional one-off vesting timing for retirees); grants sized by role and impact .
Reference – 2024 CEO STIP metrics (illustrative program design):
| Metric | Weight | Target | Actual | Weighted Payout |
|---|---|---|---|---|
| Net Income ($000s) | 15% | $31,130 | $28,048 | 10.4% |
| PTPP ROATCE (%) | 15% | 17.97% | 15.79% | 11.7% |
| Efficiency Ratio (%) | 10% | 52.23% | 55.67% | 0.0% |
| Fee Income ($000s) | 10% | $13,140 | $13,033 | 9.7% |
| Strategic Plan Implementation | 30% | 100% | 100% | 30.0% |
| Discretionary | 20% | 100% | 100% | 20.0% |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Direct common shares | 4,340 | Form 3 initial filing (Feb 13, 2025) . |
| ESPP shares (indirect) | 84.1068 | Through Employee Stock Purchase Plan . |
| 401(k) plan shares (indirect) | 1,504.931 | Through 401(k) plan . |
| Total beneficial shares | 5,929.038 | Sum of above; derived from . |
| Shares outstanding | 11,195,768 | As of March 1, 2025 (10-K) . |
| Ownership % of outstanding | ~0.053% | 5,929.038 ÷ 11,195,768 . |
| Options/RSUs outstanding | Not disclosed | No options outstanding under plan; plan used for restricted stock . |
| Pledging | Not disclosed for Brown | Some directors have pledges; no pledge disclosure for Brown . |
| Hedging policy | Hedging/offsetting transactions prohibited; pre-clearance required for insiders . | |
| Stock ownership guidelines | Executives subject to guidelines; CEO 2x base; NEOs (other than CEO) 1x base . |
Employment Terms
- Start date and tenure: Employed since September 2002; promoted to EVP/CRO in February 2025 .
- Employment agreements: None; the company has no executive employment agreements and no severance or change-of-control commitments .
- Clawbacks: Incentive compensation subject to clawback upon accounting restatement due to material non-compliance .
- Benefits and perquisites: Safe Harbor 401(k) contribution (3% annually) plus 50% match on deferrals up to 6%; employee stock purchase plan at market price; limited perquisites; bank-owned life insurance may be used for key-man coverage .
Performance & Track Record
Company-level risk and performance indicators during Brown’s tenure in senior credit/risk roles:
| Metric | 2023 | 2024 |
|---|---|---|
| Net Income ($USD Millions) | $29.519 | $27.045 |
| Diluted EPS ($) | $2.66 | $2.43 |
| Non-GAAP Efficiency Ratio (%) | 52.43% | 56.66% |
| NPLs / Total Loans (%) | 0.10% | 0.18% |
| Past-Due Loans / Total Loans (%) | 0.18% | 0.40% |
| NPAs / Total Assets (%) | 0.07% | 0.14% |
| Loan Growth (YoY) | — | +9.9% ($211.5M) |
| Cumulative TSR (Base=100 at 12/31/2019) | 113.17 | 116.01 |
| Cybersecurity breaches (5-year history) | None disclosed | None disclosed |
Additional governance/performance context:
- 2024 say-on-pay approval was ~96.5% (For: 7,538,051; Against: 195,775; Abstain: 78,820), indicating strong shareholder support for compensation design .
- Compensation benchmarking uses an ~20-bank Northeast peer set (e.g., Camden National, Bar Harbor Bankshares, Arrow Financial, Citizens & Northern, ACNB, etc.) guided by Pearl Meyer .
Investment Implications
- Alignment: Brown’s beneficial ownership is modest (~0.053% of shares), but company-wide stock ownership guidelines and prohibited hedging/robust pre-clearance mitigate misalignment risk; no pledging is disclosed for Brown .
- Retention risk: Two-decade tenure and recent promotion to EVP/CRO suggest continuity; absence of severance/change-of-control commitments implies limited “pay protection,” placing greater emphasis on at-risk incentive outcomes .
- Selling pressure and vesting: No Jody-specific restricted stock awards are disclosed; the 2020 plan uses 3-year cliff vesting for grants to NEOs, reducing near-term insider selling pressure from vesting events for Brown absent new awards .
- Performance linkage: STIP uses multi-factor targets (net income, efficiency, ROATCE, strategic execution) and clawbacks, which historically aligned payouts with outcomes; improvements in NIM in H2 2024 and strong credit metrics support risk management quality under Brown’s remit .
Overall, Brown’s risk oversight role, long tenure, and programmatic alignment features (ownership guidelines, clawbacks, hedging prohibitions) support governance quality, while limited personal equity exposure and lack of severance increase sensitivity to performance-driven pay outcomes .