Peter C. Nicholson
About Peter C. Nicholson
Peter C. Nicholson is Executive Vice President and Chief Fiduciary Officer of First National Bank (The First Bancorp) since June 2021. He is 45 years old, has been with the Bank since 2015, and previously served as Vice President then Senior Vice President/Senior Portfolio Manager in First National Wealth Management; prior experience includes trust and investment management roles at another community bank and a large national investment company . He is the sibling of EVP/Chief Lending Officer Jonathan W. Nicholson, a notable governance consideration for independence and succession planning . Company performance relevant to his domain included First National Wealth Management AUM growing 10% to $727 million in 2024, while consolidated net income and EPS were modestly lower year-over-year as margin trends improved in H2 2024 .
Company performance context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income ($USD Millions) | $29.5 | $27.0 |
| Diluted EPS ($USD) | $2.66 | $2.43 |
| First National Wealth Management AUM ($USD Millions) | Not disclosed | $727 (+10% YoY) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First National Wealth Management (FNLC) | Vice President, Senior Portfolio Manager | 2015–Oct 2018 | Led portfolio management; foundational fiduciary expertise for later C-suite role |
| First National Wealth Management (FNLC) | Senior Vice President, Senior Portfolio Manager | Oct 2018–Jun 2021 | Elevated leadership in wealth/fiduciary services ahead of executive promotion |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Other community bank (not specified) | Trust & Investment Management | Pre-2015 | Expanded fiduciary operating experience |
| Large national investment company (not specified) | Investment Management | Pre-2015 | Scaled investment process perspective |
Fixed Compensation
Individual salary/bonus details for Peter are not disclosed in public filings; FNLC’s compensation framework governs his pay.
| Element | Policy detail |
|---|---|
| Base salary | Targets “just above the market median” (55th–75th percentile) vs. Pearl Meyer peer group; role, experience, contribution, and performance guide levels |
| Benefits | 401(k) safe-harbor contribution (3%) and 50% match up to 6% of eligible compensation; employee stock purchase plan at fair market value; limited perquisites |
| Ownership guidelines | Directors: 5,000 shares; CEO: 2x salary; Named Executive Officers (NEOs): 1x salary; guidelines are monitored for compliance |
| Employment agreements | None for executives; no contractual commitments for severance or change-of-control benefits |
| Hedging policy | Insider Trading Policy disallows hedging or offsetting decreases in market value; pre-clearance procedures for insiders |
Performance Compensation
FNLC uses a structured Short-Term Incentive (STI) and Restricted Stock Long-Term Incentive (LTI) program. NEOs and “certain other senior executives” are eligible; individual awards for Peter are not enumerated in filings .
Short-Term Incentive design (2024)
| Metric | Typical weighting | Examples of targets | Notes |
|---|---|---|---|
| Net Income | ~15% | Threshold $26.13M; Target $31.13M; Stretch $36.13M | Company-wide profitability driver; payouts scale 0–150% of target |
| PTPP ROATCE | ~15% | Threshold 12.97%; Target 17.97%; Stretch 22.97% | Emphasizes core earnings quality |
| Efficiency Ratio | ~10% | Threshold 54.73%; Target 52.23%; Stretch 49.73% | Operating discipline vs. peer |
| Fee Income | ~10% | Threshold $11.14M; Target $13.14M; Stretch $15.14M | Diversifies revenue sources |
| Strategic Plan implementation | ~10–30% | 50–150% accomplishment scale | Execution accountability for initiatives |
| Role-specific metrics | ~5–20% | Examples: personnel expense/average assets; local funding growth; investment yield percentile | Aligns incentives by function |
| Discretionary | ~20% | 50–150% of target | Committee oversight; risk-balanced design |
Long-Term Incentives (restricted stock; 3-year cliff vesting)
| Performance Year | Grant date | Price ($/sh) | NEO shares (#) | Other executive shares (#) |
|---|---|---|---|---|
| 2024 | Jan 30, 2025 | $26.01 | 17,404 (sum of NEOs in table) | 4,890 |
| 2023 | Jan 30, 2024 | $26.22 | 17,794 (sum of NEOs in table) | 4,890 |
| 2022 | Jan 26, 2023 | $29.30 | 15,065 (sum of NEOs in table) | 5,145 |
Safeguards and clawbacks
- Balanced metrics, layered oversight, and payout caps to discourage excessive risk taking .
- Clawback provision for incentive compensation in case of material accounting restatement .
Equity Ownership & Alignment
| Topic | Detail |
|---|---|
| Stock ownership guidelines | Directors 5,000 shares; CEO 2x salary; NEOs 1x salary |
| Compliance status | As of Dec 31, 2024, all Directors and NEOs met guidelines except a new director; executives beyond NEOs not enumerated (Peter’s compliance not disclosed) |
| Pledging | Two directors disclosed pledged shares; no pledging disclosures for executives (none listed for Peter) |
| Hedging | Insider Trading Policy prohibits hedging transactions by insiders |
| Award vesting | Restricted stock grants use conservative three-year cliff vesting (except specified retiree exceptions) |
Employment Terms
| Term | FNLC policy |
|---|---|
| Employment contracts | None for executives (including Peter) |
| Severance & change-of-control | No contractual commitments; no defined multiples or accelerated vesting provisions beyond plan treatment of reorganization events |
| Non-compete / non-solicit | Not disclosed in proxy filings (no specific restrictions enumerated) |
| Related-party context | Disclosure that Peter and EVP/Chief Lending Officer Jonathan Nicholson are siblings; Regulation O lending compliance and related-party monitoring described at the company level |
Investment Implications
- Alignment: Peter’s fiduciary remit sits within a compensation system with explicit pay-for-performance, clawbacks, conservative vesting, and ownership guidelines—constructs that generally support long-term alignment and retention; the absence of individual severance/change-of-control agreements reduces “golden parachute” risk and potential agency conflicts .
- Performance linkage: STI metrics and the company-selected pay-versus-performance measures (PTPP ROATCE, Net Income, Efficiency) create directional linkage to shareholder outcomes; 2024 saw Wealth Management AUM growth of 10% to $727M, a positive datapoint for Peter’s domain amidst a softer earnings year, suggesting execution in fee-based businesses .
- Retention and selling pressure: Three-year cliff vesting on restricted stock typically dampens near-term selling pressure and promotes retention; however, Peter’s specific award amounts and vesting schedule are not disclosed, limiting direct assessment of his future selling overhang .
- Governance considerations: The sibling relationship between two EVPs (Peter and Jonathan) warrants ongoing board oversight to ensure independent performance management and succession planning; the company’s independence policies and committee structure mitigate, but do not eliminate, that concentration risk .
- Data gaps: Without named executive disclosure for Peter, investors should monitor future proxies and Form 4 filings to assess his individual grant sizes, ownership levels, and compliance with any internal executive ownership guidelines (beyond NEO thresholds) .
Say-on-Pay support remains strong at FNLC (e.g., 2024 vote: 7,538,051 For; 195,775 Against; 78,820 Abstain; 1,431,417 Broker Non-Votes), consistent with the Compensation Committee’s retained approach to incentives .