Marcia L. Benner
About Marcia L. Benner
Marcia L. Benner is Executive Vice President and Chief Administrative Officer (CAO) of First National Bank (FNLC’s bank subsidiary) since February 2025. She joined the Bank in 2021 as SVP, Human Resources Officer, was promoted to EVP/CAO in February 2025, and has 24 years of banking experience and 20 years in human resources; age 44 as of December 31, 2024 . Company performance context: FNLC reported FY 2024 net income of $27.045 million (vs. $29.518 million in 2023 and $38.990 million in 2022) and an FY 2024 TSR index value of 116.01 (base 100 at 12/31/2019), key anchors for pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First National Bank (FNLC) | EVP & Chief Administrative Officer | Feb 2025–present | Executive leadership over administrative and HR functions . |
| First National Bank (FNLC) | SVP, Human Resources Officer | 2021–Feb 2025 | Led HR; supported enterprise talent, culture, and admin capabilities . |
| Prior Small Community Bank | SVP, Chief Administrative Officer | Pre-2021 | Executive team member; administrative leadership at a prior bank . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in FNLC’s 2025 Proxy | — | — | No public company directorships or external roles were cited in the executive officer section . |
Fixed Compensation
- Framework: FNLC targets base salary modestly above market median (55th–75th percentile) based on Pearl Meyer benchmarking; mix calibrated by position and tenure .
- Note on disclosure: Benner was promoted in February 2025 and was not a 2024 NEO; her specific base salary and 2024 pay elements are not itemized in the 2025 Proxy’s NEO tables .
Performance Compensation
The CAO role’s 2024 short‑term incentive (STI) design and payout can be proxied by Benner’s predecessor (EVP/CAO Susan A. Norton), which FNLC disclosed in detail. Targets were set as a percent of salary with weighted financial/strategic metrics; payouts scale by threshold/target/stretch and actual results.
| Item | Target | Actual | Notes |
|---|---|---|---|
| CAO base salary (2024) | $330,000 | — | For predecessor Norton (role benchmark) . |
| STI target (% of salary) | 25.0% | 20.83% payout | Cash bonus plan for NEOs . |
| STI payout ($) | $82,500 target | $68,755 | Weighted outcome 83.3% of target . |
Metric-level 2024 design and outcomes (CAO benchmark):
| Metric | Weight | Threshold | Target | Stretch | Actual | Weighted Payout |
|---|---|---|---|---|---|---|
| Net Income ($000s) | 15% | 26,130 | 31,130 | 36,130 | 28,048 | 10.4% |
| PTPP ROATCE | 15% | 12.97% | 17.97% | 22.97% | 15.79% | 11.7% |
| Efficiency Ratio | 10% | 54.73% | 52.23% | 49.73% | 55.67% | — (no payout) |
| Fee Income ($000s) | 10% | 11,140 | 13,140 | 15,140 | 13,033 | 9.7% |
| Implementation of Strategic Plan | 20% | 50% | 100% | 150% | 100% | 20.0% |
| Personnel Expense / Avg Assets | 10% | 0.93% | 0.83% | 0.73% | 0.80% | 11.5% |
| Discretionary | 20% | 50% | 100% | 150% | 100% | 20.0% |
- Long-term incentives (LTI): FNLC currently uses restricted stock (no options) under the 2020 Equity Incentive Plan; standard grants have 3‑year cliff vesting (Ms. Norton’s 2024 award had an accelerated vest due to retirement) . Grants based on 2024 performance were awarded January 30, 2025 using a $26.01 share price; based on 2023 performance were awarded January 30, 2024 using a $26.22 share price .
Equity Ownership & Alignment
- LTI vehicle and vesting: Restricted stock only; typical three-year cliff vesting to drive retention and long-term alignment; no stock options outstanding .
- Stock ownership guidelines: CEO 2x salary; other NEOs 1x salary; as of 12/31/2024 all Directors and NEOs met the guidelines except new director Kachmar (joined Feb 2025) .
- Hedging and pre-clearance: Insider Trading Policy disallows hedging and sets pre-clearance procedures for directors and certain employees .
- Pledging: The ownership table identifies pledged shares by two directors (72,216 shares pledged by Stuart G. Smith; 20,718 shares pledged by F. Stephen Ward); no pledges are indicated for executives in that table .
- Benner’s beneficial ownership: Not separately itemized in the 2025 Proxy’s beneficial ownership table, which lists NEOs and directors; her individual share count is not disclosed there .
Employment Terms
| Topic | Terms / Policy |
|---|---|
| Employment agreements | None for executives; no contractual commitments for severance or change of control . |
| Change-in-control | No CoC severance commitments; committee must review any proposed severance for NEOs . |
| Clawback | Incentive plan includes clawback for restatements due to material noncompliance . |
| Perquisites/benefits | 401(k) safe harbor plan; limited perquisites; BOLI and supplemental LTD noted; company vehicle primarily for CEO . |
Company Performance Context (Pay-for-Performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 16,874,000 | 15,437,000 | 16,355,000 |
| Net Income ($) | 38,990,000 | 29,518,000 | 27,045,000 |
| Pay vs. Performance Anchor | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR Index (Base=100 at 12/31/2019) | 88.44 | 114.32 | 113.83 | 113.17 | 116.01 |
| Net Income ($000s) | 27,129 | 36,269 | 38,990 | 29,519 | 27,045 |
Additional governance/compensation alignment signals:
- Say-on-Pay approval was 96% in 2024; the Committee retained its overall approach after shareholder feedback .
- Compensation Committee: independent, uses Pearl Meyer; met multiple times in 2024 and certified risk-balancing of plans .
Risk Indicators & Red Flags (role-relevant)
- Hedging is prohibited by policy; pre-clearance required, reducing trading risk optics .
- Pledging exists at the board level (two directors), a governance caution; not indicated for executives in the table .
- No employment agreements or CoC severance suggests low “parachute” overhang for executives .
- No option repricings; no options outstanding; LTI entirely in RSUs with conservative vesting .
Notes on Insider Transactions (selling pressure)
- Our document index contained no Form 4 filings to attribute specifically to Benner; thus, we cannot assess her recent transaction activity from this source. FNLC’s Insider Trading Policy prohibits hedging and imposes pre-clearance for certain insiders, which moderates opportunistic trading risk .
Compensation Committee Analysis (benchmarking and design)
- Independent consultant: Pearl Meyer provided comprehensive executive compensation analysis; peer group-based benchmarking guides base pay and incentive calibration .
- Committee and risk oversight: The Compensation Committee reviewed plans with the Senior Risk Officer and certified they are not reasonably likely to have a material adverse effect or incentivize undue risk .
- LTI design: Three-year cliff vesting on RSUs (except retiree acceleration) emphasizes retention and long-term value creation .
Investment Implications
- Alignment: Benner’s role inherits a CAO incentive framework with balanced financial and strategic metrics (Net Income, PTPP ROATCE, efficiency, fee income, and strategic execution) and a 3-year RSU vesting schedule, which lowers near-term selling pressure and aligns with TSR/ROATCE outcomes .
- Risk/retention: No CoC or severance guarantees and a clawback regime reduce parachute risk and support accountability; hedging prohibitions and ownership guidelines strengthen alignment, though Benner’s individual ownership level is not disclosed in the proxy .
- Performance backdrop: With net income down from 2022 peaks and TSR roughly stable since 2021, the plan’s diversified metrics and discretionary components allow calibration to bank-cycle realities without over-rewarding short-term volatility—constructive for execution in a rate-sensitive environment .
References:
- Executive officer biography, age, promotion and experience .
- Compensation program, metrics, targets, payouts, LTI, ownership guidelines, clawback, consultant, say‑on‑pay .
- Insider trading policy (hedging prohibition) .
- Beneficial ownership and pledging (board-level) .
- Pay vs. Performance table (TSR and NI) .
- Financials table values (Revenues, Net Income) .