Renee W. Kelly
About Renee W. Kelly
Independent director at The First Bancorp, Inc. (FNLC) since January 2016; age 55 as of December 31, 2024. Associate Vice President for Strategic Partnerships, Innovation, Resources and Engagement at the University of Maine, with a background in economic development and innovation programs (Blackstone/Maine Accelerates Growth; Innovate for Maine Fellows). Member of the Nominating & Governance Committee; affirmatively determined independent (all directors except the CEO were independent). Attendance strong: all directors attended at least 86% of Board/committee meetings in 2024 and the 2024 annual meeting; Board holds executive sessions after each regular meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Maine | Director of Economic Development Initiatives | 1997–July 2016 | Led entrepreneurship and innovation support activities; Innovation Engineering Institute involvement |
| University of Maine | Associate VP for Strategic Partnership & Innovation (promoted July 2016); Associate VP (promoted Dec 2022); current Associate VP for Strategic Partnerships, Innovation, Resources and Engagement | 2016–Present | Leads innovation and partnerships; founding leadership for statewide growth initiatives |
| Manpower of Connecticut | Developed training products | Prior to UMaine (dates not disclosed) | Workforce training product development |
| Financial services start-up | Staff role | Prior to UMaine (dates not disclosed) | Early-stage financial services experience |
| Office of U.S. Senator Olympia J. Snowe | Aide | Prior to UMaine (dates not disclosed) | Public policy exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ellsworth Business Development Corporation | Board member | Current (dates not disclosed) | Local economic development governance |
| UpStart Maine | Alternate board member | Current (dates not disclosed) | Regional entrepreneurship ecosystem |
| Blackstone Accelerates Growth / Maine Accelerates Growth | Founding leadership team member | Historical | Statewide innovation scale-up initiative |
| Innovate for Maine Fellows | Program creator | Historical | Talent pipeline and innovation program development |
Board Governance
- Committee assignments: Nominating & Governance Committee member; chair is Kimberly S. Swan. 2024 meetings: Board 6, Audit 4, Compensation 3, Nominating & Governance 3.
- Independence: Board affirmatively determined all directors (except the CEO) were independent under NASDAQ standards (January 2025).
- Attendance and engagement: All directors attended ≥86% of Board and committee meetings; aggregate attendance >95%; all directors attended the 2024 annual meeting; executive sessions held after each regular Board meeting.
- Leadership structure: Independent Board Chair (Bruce B. Tindal).
- Risk oversight: Nominating & Governance Committee manages risk around director qualification, independence, and potential conflicts; Board oversees privacy/cybersecurity with monthly CIO reporting.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) |
|---|---|
| 2024 | 36,100 |
- Standard director fee structure (outside directors): monthly retainer $1,300; $1,050 per Board meeting; $700 per committee meeting (Chair of the Board excluded; Board Chair annual fee $44,600 in 2024).
- Directors may allocate up to 100% of fees to stock purchases under the Employee Stock Purchase Plan; 58% of outside directors’ 2024 fees were reinvested via ESPP (group-level).
Performance Compensation
| Component | Disclosure |
|---|---|
| Annual bonus (director) | None disclosed for directors; director compensation paid as cash fees. |
| Equity awards (director) | The 2020 Equity Incentive Plan allows grants to non-employee directors, but awards disclosed for 2022–2024 were to executives/management; no director equity grants disclosed for 2024. |
| Options | No stock options outstanding; none disclosed for directors. |
No director performance-based pay or award metrics were disclosed; director compensation is not tied to performance targets.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None; “No Director of the Bank or the Company serves as a Director on the board of any other corporation with a class of securities registered pursuant to Section 12 or subject to Section 15(d), or any registered investment company.” |
| Consultant interlocks | Compensation Committee uses independent consultant Pearl Meyer; 2024 fee < $30,000; annual engagement confirmed. |
| Third-party director compensation | None; NASDAQ Rule 5250(b)(3) disclosure states no director or nominee receives third-party compensation. |
Expertise & Qualifications
- Economic development and innovation leadership; entrepreneurship program design and scaling (Innovation Engineering Institute; Maine Accelerates Growth; Innovate for Maine).
- Public/private ecosystem connectivity (non-profit boards; regional economic bodies).
- Board concluded she is well suited based on varied economic development experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Ownership Guideline | Compliance |
|---|---|---|---|---|
| Renee W. Kelly | 10,147 | <1% | Directors: 5,000 shares | Met; all directors met guidelines as of 12/31/2024 (except Kachmar, who joined in 2025) |
- Pledging/hedging: Insider Trading Policy disallows hedging/offset transactions; pledge disclosures show pledging by Stuart G. Smith (72,216 shares) and F. Stephen Ward (20,718 shares), with no pledge disclosure for Kelly.
Governance Assessment
- Board effectiveness: Independent director with governance committee membership; strong attendance; independent chair and routine executive sessions—supports robust oversight.
- Alignment: Meets director stock ownership guideline (≥5,000 shares) with 10,147 shares; directors can reinvest fees via ESPP; insider policy prohibits hedging—positive alignment signals.
- Conflicts/related parties: No related-party transactions in 2024 beyond ordinary-course loans; loans to directors/executives and affiliates totaled $32.182M (1.37% of total loans), made at market terms and audited—no unfavorable features per management.
- Overboarding/interlocks: No public-company boards; compensation committee members are independent and not employees; independent consultant engaged—low interlock risk.
- Shareholder signals: Say-on-Pay support strong (96% approval in 2024), indicating investor confidence in compensation governance.
RED FLAGS: None disclosed for Kelly (no third-party compensation; no pledging; no related-party transactions). Group-level insider loans are ordinary course with regulatory compliance and audit oversight.