Kimberly S. Swan
About Kimberly S. Swan
Kimberly S. Swan, age 62, is an independent director of The First Bancorp, Inc. (FNLC) and First National Bank, serving since May 2021. She is the sole stockholder of Trumpeter Inc., d/b/a Swan Agency Real Estate (Bar Harbor, ME), with deep domain expertise in coastal Maine real estate and hospitality, and currently chairs the Nominating & Governance Committee and serves on the Audit and Compensation Committees. All directors (including Swan) attended at least 86% of Board/Committee meetings in 2024; the Board held 6 meetings, with executive sessions after each, and directors attended the 2024 Annual Meeting and are expected to attend the 2025 meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trumpeter Inc., d/b/a Swan Agency Real Estate | Sole stockholder/Owner; brokerage specializing in Maine lodging properties | Joined family company full-time in 1984; purchased in 1994 | Leads Maine lodging brokerage; extensive real estate and hospitality market knowledge |
| Bayview Hotel (Bar Harbor), Swan Block (downtown Bar Harbor), Pomegranate Inn (Portland), Swan Song Saltwater Farm (Sullivan) | Owner of commercial properties and lodging establishments | Not disclosed | Operational ownership experience across hospitality assets |
| Bar Harbor Designer Showhouse | Founder & Creative Director | Not disclosed | Major fundraiser for local charities; community engagement |
| Living Acadia (TV), documentary films; Maineville Music (music publishing) | Producer/Partner | Not disclosed | Regional media/content initiatives |
| Cygnet Gallery (Southwest Harbor), Swan Studios (podcast studio, Bar Harbor) | Owner | Not disclosed | Arts and media footprint in local markets |
External Roles
| Organization/Entity | Role | Tenure | Notes |
|---|---|---|---|
| Swan Agency Real Estate | Owner | 1984 (joined); 1994 (acquired) | Coastal Maine real estate and lodging brokerage leader |
| Hospitality/Property Portfolio (Bayview Hotel, Pomegranate Inn, etc.) | Owner | Not disclosed | Direct alignment with hospitality sector |
| Community/Arts Initiatives | Founder/Owner | Not disclosed | Designer Showhouse, media, gallery, studio |
Board Governance
- Independence: The Board affirmed all directors are independent except the CEO; Swan is independent under NASDAQ rules .
- Leadership: Independent Board Chair (Bruce B. Tindal) with annual election; CEO not Chair. Board oversees succession planning, risk, and executive sessions after each Board meeting .
- Attendance: All directors attended ≥86% of Board/Committee meetings in 2024; aggregate Board/Committee attendance exceeded 95% .
- Cybersecurity oversight: CIO reports monthly; no information security breaches in last five years; Audit Committee receives internal/third-party assessments. Swan’s Audit Committee membership places her in direct oversight of audit, risk, and cybersecurity reporting .
- Audit financial expert: Audit Chair F. Stephen Ward meets the SEC definition; Audit Committee members (including Swan) are independent .
| Committee | 2024 Meetings | Chair | Members |
|---|---|---|---|
| Nominating & Governance | 3 | Kimberly S. Swan | Swan, Renee W. Kelly, Cornelius J. Russell, Bruce B. Tindal |
| Audit | 4 | F. Stephen Ward | Ward, Kimberly S. Swan, Bruce B. Tindal |
| Compensation | 3 | Stuart G. Smith | Smith, Cornelius J. Russell, Kimberly S. Swan, Bruce B. Tindal |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) – Kimberly S. Swan | $35,400 | Director fees are paid by the Bank; no Company board fees |
| Monthly retainer (outside directors, excl. Board Chair) | $1,300 per month | Effective March 2024 |
| Board meeting fee (outside directors) | $1,050 per meeting | Increased from $1,000 in 2023 |
| Committee meeting fee | $700 per meeting | For committees the director is a member |
| Board Chair annual fee | $44,600 | Increased from $44,000 in 2023; Board Chair excluded from monthly retainer |
| Director equity purchase via ESPP | Up to 100% of fees | Directors may elect to have fees applied to stock purchases at market price (no commission) |
| Outside directors reinvested via ESPP (group) | 58% of fees (group) | 2024 aggregate for outside directors |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Performance-based bonuses (directors) | Not disclosed | Director pay framed as retainers/meeting fees; no performance metrics disclosed |
| Equity grants (directors) | Not disclosed | The 2020 Equity Incentive Plan is used for employees/NEOs; directors acquire stock via ESPP rather than performance grants |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships | None disclosed; Company states no director serves on boards of other SEC-reporting companies or registered investment companies |
| Private/non-profit boards | Not disclosed for Swan specifically; her external roles are primarily ownership/creative leadership in local businesses and initiatives |
| Potential interlocks | None disclosed; governance committees emphasize independence and conflict screening |
Expertise & Qualifications
- Real estate and hospitality domain expertise across coastal Maine markets; operator/owner perspective enhances credit, collateral, and market insight for a community bank footprint .
- Governance leadership as Nominating & Governance Chair, contributing to director qualification, performance review, independence, and conflict oversight .
- Audit and Compensation Committee service provides exposure to financial reporting, risk management, executive pay philosophy, and consultant oversight (Pearl Meyer benchmarking) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Ownership Guideline | Compliance |
|---|---|---|---|---|
| Kimberly S. Swan | 15,520 | <1% | Directors must hold 5,000 shares | All directors and NEOs met guidelines as of 12/31/2024 (except Director Kachmar who joined in 2025) |
| Pledging/Hedging | None disclosed for Swan; insider trading policy disallows hedging | — | Insider Trading Policy requires pre-clearance, disallows hedging | Company states policy adopted in 2024; one late Section 16 filing in 2024 by another director (Gregory) |
Governance Assessment
- Strengths
- Independent director with sector-relevant expertise; chairs Nominating & Governance and sits on Audit and Compensation (enhanced oversight and independence) .
- Strong attendance and engagement; Board uses executive sessions; independent Board Chair supports robust checks-and-balances .
- Stock ownership alignment: Swan holds 15,520 shares, well above the 5,000-share guideline; directors can reinvest fees via ESPP .
- Risk and cybersecurity oversight: structured reporting; no security breaches in last five years .
- Compensation governance: independent Compensation Committee; use of independent consultant; clawback policy; strong Say-on-Pay support reflected in votes (For: 7,538,051; Against: 195,775; Abstain: 78,820) .
- Potential conflicts/related-party exposure
- Bank reports loans to directors and affiliates ($32,182,000 outstanding at 12/31/2024; 1.37% of total loans), made on market terms and subject to Regulation O/internal audit review; no related-party transactions in 2024 other than ordinary-course loans .
- Swan’s hospitality/real estate ownership could intersect with Bank lending; procedures in place to review and mitigate conflicts .
- RED FLAGS
- Shares pledged are disclosed for other directors (Smith 72,216; Ward 20,718), but none indicated for Swan; continue monitoring pledging and related-party lending exposure trends .
- Note one delinquent Section 16 filing in 2024 by another director (Gregory); no indication of Swan non-compliance .
Overall signal: Swan’s committee leadership, independence, and above-guideline share ownership support investor confidence; ordinary-course loans to directors warrant ongoing scrutiny but are subject to Regulation O and internal audit oversight .