Sarah J. Tolman
About Sarah J. Tolman
Executive Vice President and Chief Banking Officer of First National Bank (FNLC’s bank subsidiary) since January 2016; joined the Bank in August 2014 after serving as a Vice President/Area Leader at a large national bank. Age 46 as of December 31, 2024, with 28 years of banking experience, overseeing all branch offices and the phone banking center . Company performance context for 2024: net income $27.0M (down 8.4% YoY), diluted EPS $2.43 (down $0.24), total assets $3.16B, total loans +$211.5M, deposits +$125.6M; efficiency ratio (non-GAAP) 56.66% and PTPP ROAA 1.09% / PTPP ROATCE 15.12% . Five-year cumulative TSR index (2019 base=100) at 2024 year-end was 116.01 vs peer group 121.75; 2024 net income $27,045k per pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First National Bank (FNLC subsidiary) | EVP & Chief Banking Officer | Jan 2016 – present | Oversees daily activities of all branch offices and the phone banking center . |
| First National Bank (FNLC subsidiary) | Senior roles (joined) | Aug 2014 – Jan 2016 | Hired to management; promoted to EVP & CBO in Jan 2016 . |
| Large National Bank (not named) | Vice President / Area Leader | Pre-2014 | Led retail banking area operations prior to joining First National Bank . |
Fixed Compensation
Multi-year reported compensation (FNLC Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $255,000 | $280,000 | $295,000 |
| Short-Term Bonus (cash) | $79,714 | $45,303 | $55,684 |
| Stock Awards (grant-date fair value) | $51,000 | $56,000 | $59,000 |
| All Other Compensation | $15,391 | $16,898 | $17,806 |
| Total Compensation | $401,105 | $398,201 | $427,490 |
Additional fixed/benefits context:
- 401(k) plan with Safe Harbor 3% company contribution; typical match 50% of deferrals up to 6% of eligible compensation .
- For 2024, “All Other Compensation” included 401(k) matching $8,850, Safe Harbor $8,850, and economic value of life insurance $106 .
Performance Compensation
2024 Short-Term Incentive (STI) — structure and payout
- Target opportunity: 25% of base salary; actual payout: 18.88% of base salary = $55,684 .
- STI design balances Company-wide and role-specific metrics; payout range 0–150% of target; clawback applies .
| Measure | Weight | Threshold | Target | Stretch | Actual | Weighted payout % | Payout ($) |
|---|---|---|---|---|---|---|---|
| Net Income ($000s) | 15% | $26,130 | $31,130 | $36,130 | $28,048 | 10.4% | $7,653 |
| PTPP ROATCE | 15% | 12.97% | 17.97% | 22.97% | 15.79% | 11.7% | $8,651 |
| Efficiency Ratio | 10% | 54.73% | 52.23% | 49.73% | 55.67% | — | — |
| Fee Income ($000s) | 10% | $11,140 | $13,140 | $15,140 | $13,033 | 9.7% | $7,177 |
| Implementation of Strategic Plan | 10% | 50% | 100% | 150% | 100% | 10.0% | $7,375 |
| Local Funding Growth YTD Avg ($000s) | 20% | $48,062 | $98,062 | $148,062 | $66,386 | 13.7% | $10,078 |
| Discretionary | 20% | 50% | 100% | 150% | 100% | 20.0% | $14,750 |
| Total | 100% | — | — | — | — | 75.5% | $55,684 |
Notes: Company-wide actuals disclosed for 2024 included Net Income $28,048k and Fee Income $13,033k (vs targets), driving sub-target payouts for those measures .
Long-Term Incentives (Restricted Stock; 3-year cliff vesting)
- Plan: 2020 Equity Incentive Plan; RSUs with conservative vesting; awards sized off closing price on grant date; clawback/forfeiture provisions; no stock options currently granted .
- For Tolman, LTI target is 20% of base; grants reflect that target .
| Performance Year | Grant Date | Shares (#) | Price per Share | Grant-date Value | Vesting Terms |
|---|---|---|---|---|---|
| 2022 | Jan 26, 2023 | 1,741 | $29.30 | $51,000 | 3-year cliff from grant date |
| 2023 | Jan 30, 2024 | 2,136 | $26.22 | $56,000 | 3-year cliff from grant date |
| 2024 | Jan 30, 2025 | 2,269 | $26.01 | $59,000 | 3-year cliff from grant date |
Outstanding unvested RSUs at 12/31/2024: 5,336 shares (granted 1/27/2022, 1/26/2023, 1/30/2024) . There are no outstanding stock option awards .
Equity Ownership & Alignment
- Beneficial ownership (as of Feb 20, 2025): 17,704 shares .
- Shares outstanding (for % calc): 11,195,768 .
- Ownership as % of outstanding (calculated): ~0.158% (17,704 / 11,195,768) .
- Unvested RSUs (12/31/2024): 5,336 shares .
- Estimated vested/owned shares (calculated): ~12,368 = 17,704 – 5,336 .
- Options: None outstanding .
- Pledging: Ownership table flags pledges only for certain directors; no pledged shares disclosed for Tolman .
- Stock ownership guidelines: NEOs required to hold ≥1x base salary; as of Dec 31, 2024, all NEOs meet guidelines .
- Insider trading policy: Pre-clearance for insiders; hedging/offsetting transactions disallowed (policy referenced in 10-K exhibit) .
| Equity detail | Value |
|---|---|
| Beneficially owned shares (Feb 20, 2025) | 17,704 |
| % of shares outstanding (calculated) | ~0.158% (17,704 ÷ 11,195,768) |
| Unvested RSUs (12/31/2024) | 5,336 |
| Options exercisable/unexercisable | None |
| Shares pledged | None disclosed for Tolman |
Vesting cadence and potential selling pressure:
- 3-year cliff vesting creates step-function unlocks; outstanding unvested tranches at 12/31/2024 include grants from 1/27/2022, 1/26/2023, 1/30/2024, with the 1/27/2022 tranche scheduled to vest in early 2025 under the three-year cliff schedule (subject to continued service) .
- New 2024-performance grant on 1/30/2025 (2,269 shares) adds to the future vesting overhang, vesting after three years .
Employment Terms
- Start date and tenure: Employed since Aug 2014; EVP & Chief Banking Officer since Jan 2016 .
- Employment agreements: None; no contractual severance or change-of-control commitments .
- Equity plan change-in-control: On certain reorganization events where awards are not assumed/substituted, the Board may accelerate awards or cash-out; otherwise awards may be assumed/substituted (i.e., potential award acceleration if not assumed) .
- Clawback: Incentive compensation subject to clawback upon accounting restatement due to material noncompliance .
- Benefits/perquisites: Company 401(k) Safe Harbor plan as described; limited perquisites; company-provided vehicle applies only to CEO in 2024 (none indicated for Tolman) .
- Hedging/pledging: Hedging disallowed; pledging not indicated for Tolman .
Compensation Structure Analysis
- Pay mix balances fixed and at-risk: Base salary increased to $295k in 2024; STI target 25% of base with actual payout 18.88% ($55.7k), aligned to Company and role metrics; LTI at 20% of base via time-based RSUs (three-year cliff) [$295k, $55,684, $59,000, 3-year vest noted] .
- No options; shift to RSUs reduces risk and increases retention via cliff vesting; no underwater option repricing risk .
- Governance features: No severance/COC cash; robust clawback; hedging disallowed; ownership guidelines met—signals strong alignment and conservative risk posture .
- Performance tie-ins: 2024 STI tied to Net Income, PTPP ROATCE, Efficiency, Fee Income, Strategic Plan, Local Funding Growth and Discretionary; net income and PTPP ROATCE near midpoints; efficiency missed target; local funding below target, resulting in sub-target payout (75.5% of target) .
Investment Implications
- Alignment: Meaningful share ownership (17,704 shares) and regular RSU grants with 3-year cliff vesting create long-dated alignment and predictable unlocks; no pledging and hedging restrictions further support shareholder alignment .
- Retention risk: Absence of employment/severance agreements shifts retention reliance to equity vesting; upcoming vest events (e.g., 2022/2023/2024 grants on 3-year cliffs) provide staggered retention hooks but also define windows where voluntary turnover risk may rise around vest dates .
- Pay-for-performance: 2024 STI paid below target (18.88% vs 25%) reflecting mixed operating performance (efficiency miss; fee income near target; local funding growth below target), indicating compensation sensitivity to results .
- Trading/float considerations: RSU cliff vesting can create periodic supply near vest dates; however, insider trading policy requires pre-clearance and prohibits hedging, moderating opportunistic selling risks .
- Governance conservatism: No COC/severance cash obligations and use of simple time-based RSUs reduce pay complexity and potential golden parachute overhang; equity plan allows acceleration only under specific reorganization circumstances if awards are not assumed .
Disclosures and references
- All data sourced from The First Bancorp, Inc. DEF 14A filed March 7, 2025, including executive bios, compensation, incentive plan details, equity awards/outstanding, stock ownership, policies, and performance metrics .