Robert B. Gregory
About Robert B. Gregory
Robert B. Gregory, age 71, is a long-tenured independent director of The First Bancorp and First National Bank. He has served as an independent director from 1987 until 2018, temporarily lost independence due to a Bank property purchase, and regained independent status in March 2022; he previously served as Chair of the Company and Bank from September 1998 to April 2007. A practicing attorney since 1980 (Lewiston, ME, then Damariscotta since 1983), the Board cites his legal and transactional expertise in financial, banking, and commercial real estate as core credentials for service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The First Bancorp, Inc. & First National Bank | Chair of the Board | Sep 1998 – Apr 2007 | Led board during critical periods; long-serving director (independent 1987–2018; independent again since 2022) |
| Private Law Practice (ME) | Practicing Attorney | 1980–present (Lewiston 1980–1983; Damariscotta since 1983) | Legal and transactional expertise in banking, finance, commercial real estate |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bowdoin Christian Fellowship | Advisor (with spouse) | Not disclosed | Advisory role; community engagement noted by Company |
Board Governance
- Independence: The Board determined all directors except the CEO (Tony C. McKim) were independent as of January 2025; Gregory is independent as of March 2022 after prior loss of independence tied to a property purchase by the Bank in 2018.
- Committee assignments: Gregory is not listed as a member of the Audit, Compensation, or Nominating & Governance Committees for 2024.
- Attendance: All directors attended at least 86% of Board and Committee meetings in 2024; aggregate attendance exceeded 95%. Board held 6 meetings; Audit 4; Compensation 3; Nominating & Governance 3; executive sessions occur after each regular Board meeting.
- Leadership structure: Independent Board Chair (Bruce B. Tindal) since 2023; majority voting in uncontested elections; board retirement policy following 75th birthday; regular executive sessions.
Fixed Compensation
| Year | Component | Amount |
|---|---|---|
| 2024 | Fees Earned or Paid in Cash (Bank-paid; Company pays no director fees) | $34,000 |
Director fee structure (policy details):
- Monthly retainer for outside directors: $1,300 (excluding Board Chair).
- Board meeting fee: $1,050 per meeting as of March 2024.
- Committee meeting fee: $700 per meeting for committee members.
- Chair of the Board annual fee: $44,600 in 2024 (raised from $44,000 in 2023).
- Reinvestment: 58% of outside director fees were reinvested via Employee Stock Purchase Plan (ESPP).
Performance Compensation
| Category | Disclosure |
|---|---|
| Director equity/variable pay | Not applicable; 2024 director compensation reported as cash fees only, with no performance-based director awards disclosed. |
| Equity plan context | The 2020 Equity Incentive Plan (400,000 shares) exists and permits awards to officers, employees, and non-employee directors, but disclosures indicate current usage has been restricted stock for executives; no director grants are shown in 2024 compensation tables. |
Other Directorships & Interlocks
- Public company interlocks: No director of the Bank or Company serves on the board of any other SEC-registered corporation or investment company, reducing interlock/conflict risk.
- Third party compensation: No director or director nominee receives third-party compensation for service as a director.
Expertise & Qualifications
- Board’s view: Gregory is “well suited” due to legal expertise and extensive transactional experience in financial, banking, and commercial real estate matters.
Equity Ownership
| Holder | Category | Shares | % Outstanding |
|---|---|---|---|
| Robert B. Gregory | Direct holdings | 53,471 | <1% |
| Spouse’s holdings | 480 | <1% | |
| Trustee – First Fruit Foundation | 3,825 | <1% | |
| Trustee – Ruth Jones Foundation | 5,000 | <1% | |
| Ownership guideline (directors) | Required: 5,000 shares; Status: Meets/exceeds | — | |
| Hedging/Pledging | Hedging transactions disallowed by insider trading policy; no pledge disclosed for Gregory. Note: other directors have pledges (Smith: 72,216; Ward: 20,718). | ||
| Shares outstanding (record date) | 11,195,768 | — |
Stock ownership guidelines:
- Directors: 5,000 shares; all directors and NEOs met guidelines as of Dec 31, 2024 except Director Kachmar (joined Feb 2025); for new directors not in compliance, 75% of fees paid in stock until compliant.
Compliance note:
- Section 16(a): Company reports one delinquent filing for Gregory related to a gifted share transaction on July 18, 2024; a corrective filing has since been made.
Governance Assessment
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Strengths
- Deep institutional knowledge and prior Board Chair experience; legal/transactional expertise aligned with a regulated banking environment.
- Independence currently affirmed; Board broadly independent (8 of 9), with an independent Chair and robust governance practices (majority vote standard, executive sessions, retirement policy).
- High personal ownership exceeding director guideline; insider policy prohibits hedging.
- Strong director attendance and engagement metrics.
-
Watch items / potential investor confidence signals
- Prior related-party exposure: loss of independence in 2018 due to Bank property purchase; independence regained in March 2022—ongoing monitoring of related-party exposures advisable.
- Section 16(a) delinquency (gift) corrected—minor compliance blemish to monitor for recurrence.
- No core committee memberships listed (Audit, Compensation, Governance) in 2024, which may limit direct influence on oversight levers; balanced by overall board structures and independent committee composition.
- Loans to directors/executives and affiliates totaled $32.182 million (1.37% of total loans) at Dec 31, 2024; made on market terms with internal audit oversight—an ordinary-course exposure for community banks but merits routine scrutiny.
-
Shareholder sentiment context
- 2024 Say-on-Pay support was strong (approx. 96% approval of votes cast): For 7,538,051; Against 195,775; Abstain 78,820; Broker non-vote 1,431,417.
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Overall view
- Gregory’s long tenure, legal acumen, substantial share ownership, and restored independence support investor confidence. Continued vigilance on related-party compliance and timely Section 16 reporting, plus consideration of committee involvement, would further reinforce governance quality.