Jonathan W. Nicholson
About Jonathan W. Nicholson
Jonathan W. Nicholson (age 53) is Executive Vice President and Chief Lending Officer (CLO) of First National Bank, a subsidiary of The First Bancorp (FNLC), serving in the CLO role since March 2021 and employed by the Bank since 1998 . 2024 company performance context underpinning his incentive metrics: net income $27.0M, diluted EPS $2.43, loans grew $211.5M (+9.9%), efficiency ratio 56.66% (non-GAAP), and PTPP return on average tangible common equity 15.12% . Over the last five years, cumulative TSR stood at 116.01 (vs peer group 121.75) in 2024, with net income of $27,045K and ROTCE 12.35% used in pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First National Bank | Assistant Controller | 1998 | Finance foundation; progressed into leadership |
| First National Bank | VP/Financial Services | (post-1998, pre-2008) | Financial services leadership |
| First National Bank | Commercial Loan Officer | 2008 | Transitioned to commercial lending |
| First National Bank | VP/Senior Commercial Loan Officer | 2011 | Senior commercial lending responsibilities |
| First National Bank | SVP/Senior Regional Commercial Loan Officer | 2012 | Regional credit leadership |
| First National Bank | EVP/Chief Lending Officer | March 2021–present | CLO goals center on loan growth and loan quality (delinquencies, NPLs, charge-offs) tied to incentives |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 240,000 | 265,000 | 295,000 |
| All Other Compensation ($) | 14,400 | 15,900 | 17,700 |
| 401(k) Matching Contribution ($) | 9,150 | 9,900 | 8,850 |
| 401(k) Safe Harbor Contribution ($) | 9,150 | 9,900 | 8,850 |
Notes:
- FNLC’s primary retirement plan is a 401(k) with a 50% match up to 6% deferral and a 3% safe harbor contribution; employee and employer contributions are 100% vested .
Performance Compensation
Short-Term Incentive (STIP) — 2024
Cash bonus target 25% of base ($73,750), actual payout $66,896 (22.68% of base). Awards are paid by March 15 following year; plan includes clawback and is risk-balanced .
| Metric | Weight | Threshold | Target | Stretch | Actual | Weighted Payout % | Payout ($) |
|---|---|---|---|---|---|---|---|
| Net Income ($000s) | 15% | 26,130 | 31,130 | 36,130 | 28,048 | 10.4% | 7,653 |
| PTPP RO Avg Tangible Equity | 15% | 12.97% | 17.97% | 22.97% | 15.79% | 11.7% | 8,651 |
| Efficiency Ratio | 10% | 54.73% | 52.23% | 49.73% | 55.67% | — | — |
| Fee Income ($000s) | 10% | 11,140 | 13,140 | 15,140 | 13,033 | 9.7% | 7,177 |
| Loan Growth YTD Avg ($000s) | 15% | 109,541 | 144,541 | 179,541 | 201,670 | 22.5% | 16,594 |
| Past Due Loans/Total Loans YTD | 5% | 0.58% | 0.33% | 0.08% | 0.17% | 6.6% | 4,868 |
| Classified Loans to Equity | 10% | 4.25% | 2.75% | 1.25% | 2.82% | 9.8% | 7,203 |
| Discretionary | 20% | 50% | 100% | 150% | 100% | 20.0% | 14,750 |
| Total | 100% | — | — | — | — | 90.7% | 66,896 |
Plan design: target payouts can range 0–150% of target; awards limited to employees on payment date; clawback applies for restatements; operates January–December .
Long-Term Incentives (Restricted Stock)
Awards are RSUs with three-year cliff vesting; no options are currently granted under the plan. Grants are based on prior-year performance and valued at grant-date close; RSU plan includes clawbacks and potential acceleration upon certain reorganization events .
| Performance Year | Grant Date | Shares (#) | Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2022 | 1/26/2023 | 1,639 | 48,000 | 3-year cliff |
| 2023 | 1/30/2024 | 2,022 | 53,000 | 3-year cliff |
| 2024 | 1/30/2025 | 2,269 | 59,000 | 3-year cliff |
Outstanding, unvested RSUs as of 12/31/2024: 1,346 (1/27/2022), 1,639 (1/26/2023), 2,022 (1/30/2024); total 5,007 shares with market value $136,941.45 . Shares vested in 2024: 1,204 with value realized $31,774 .
Equity Ownership & Alignment
| Metric | As of Dec 31, 2024 |
|---|---|
| Beneficial Ownership (shares) | 15,622 |
| Ownership as % of shares outstanding | Less than 1% |
| Unvested RSUs (shares) | 5,007 |
| Unvested RSUs Market Value ($) | 136,941.45 |
| Shares Vested in 2024 (#) | 1,204 |
| Value Realized on Vesting 2024 ($) | 31,774 |
| Options (exercisable / unexercisable) | None outstanding |
| Pledging | No pledge footnote for Nicholson; pledging footnotes apply to Directors Smith (72,216) and Ward (20,718) only |
| Hedging policy | Insider Trading Policy disallows hedging transactions; pre-clearance required |
| Ownership Guidelines | NEOs (non-CEO) must hold 1x base salary in stock; all NEOs met guidelines at 12/31/2024 |
Employment Terms
| Term | Detail |
|---|---|
| Employment start | With Bank since 1998 |
| Current role tenure | EVP/CLO since March 2021 |
| Employment agreements | None; no contractual commitments |
| Severance provisions | None |
| Change-of-control provisions | None (no severance/change-of-control commitments); RSU plan allows acceleration in certain reorganization events |
| Clawback provisions | Incentive plan includes clawback for restatements/material noncompliance |
Investment Implications
- Pay-for-performance alignment: Nicholson’s 2024 bonus was driven by bank-level metrics and lending quality/outcomes; he exceeded stretch on loan growth and outperformed on delinquency targets, while efficiency ratio underperformed, yielding a 90.7% of target payout—indicative of balanced risk oversight and sensitivity to profitability and asset quality .
- Retention risk and selling pressure: RSUs use three-year cliff vesting, creating retention incentives; scheduled vesting from 2022–2024 grants into 2025–2027 and new 2025 RSUs into 2028 could introduce periodic supply but options are absent, and no pledging is disclosed for Nicholson, mitigating forced-selling risks .
- Alignment and governance: Ownership guidelines are met, hedging is prohibited, and no employment/severance agreements exist—reducing entrenchment and signaling cleaner governance; Say-on-Pay support was strong in 2024 (For 7,538,051; Against 195,775; Abstain 78,820), reinforcing investor acceptance of the compensation framework affecting Nicholson and peers .
- Execution and track record: His incentive metrics focus on credit discipline and growth; 2024 company performance showed loan growth (+$211.5M) and improving margins in H2, supporting the lending agenda under his remit, while overall TSR trailed the peer average modestly—suggesting continued emphasis on profitability/efficiency to drive shareholder returns .