Stuart G. Smith
About Stuart G. Smith
Independent director at The First Bancorp, Inc. (FNLC) since 1997; age 71; former Chair of the Board (May 2007–April 2013). Owner-operator of Maine Sport Outfitters and multiple lodging and real estate assets in coastal Maine. Education: BS in economics and history, and Master of Environmental Studies, both from Duke University. Background includes extensive governance experience on local school boards (budget/finance, labor negotiations, planning/facilities) and community organizations (Chamber of Commerce, YMCA).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The First Bancorp, Inc. | Chair of the Board | May 2007–April 2013 | Led the board; continued service as independent director since 1997 |
| SAD 28 & Five Town CSD school boards | Director/Chair | 10 years | Budget & finance; labor negotiations; compensation; planning; facility development/management |
| Camden, Rockport, Lincolnville Chamber of Commerce | Board member/President | Not disclosed | Community and economic development leadership |
| Camden Area YMCA | Board member/President | Not disclosed | Community service leadership |
External Roles
| Organization | Role | Sector |
|---|---|---|
| Maine Sport Outfitters; multiple hotels and properties (Lord Camden Inn; Grand Harbor Inn; 16 Bay View Hotel; Rockport Harbor Hotel; Bayview Landing; Breakwater Marketplace; Rockland Harbor Park Office Building) | Owner/operator | Retail, lodging, real estate |
Board Governance
- Committee assignments: Chair, Compensation Committee; member of Compensation Committee alongside Cornelius J. Russell, Kimberly S. Swan, and Bruce B. Tindal. All committee members are independent per NASDAQ standards.
- Independence: Board determined all directors except the CEO are independent as of January 2025; Smith qualifies as independent.
- Attendance and engagement: Board held 6 meetings in 2024; Audit 4; Compensation 3; Governance 3. All directors attended at least 86% of Board and committee meetings; executive sessions are held after each regular Board meeting; all directors attended the 2024 Annual Meeting.
- Leadership structure: Independent Chair of the Board (Bruce B. Tindal since 2023) with regular executive sessions of independent directors.
Fixed Compensation
| Component | Amount/Policy (2024) |
|---|---|
| Fees earned | $36,100 (cash) |
| Monthly retainer (outside directors) | $1,300 per month (excludes Board Chair) |
| Board meeting fee | $1,050 per meeting (increased from $1,000 in March 2024) |
| Committee meeting fee | $700 per meeting per committee membership |
| Board Chair fee (reference) | $44,600 annual (not applicable to Smith; for context) |
| Equity participation | Directors may reinvest fees via Employee Stock Purchase Plan; 58% of outside director fees were reinvested through ESPP in 2024 |
No director fees are paid by the holding company in such capacity; fees are paid by the Bank. There are no director-specific pensions or enhanced perquisites beyond standard programs.
Performance Compensation
The Compensation Committee (chaired by Smith) sets NEO incentives using balanced financial and strategic measures; all awards are cash for short-term and restricted stock for long-term, with clawbacks on incentives. Illustrative CEO metrics for 2024:
| Metric | Weight | Threshold | Target | Stretch |
|---|---|---|---|---|
| Net Income ($000s) | 15% | $26,130 | $31,130 | $36,130 |
| PTPP ROATCE (%) | 15% | 12.97% | 17.97% | 22.97% |
| Efficiency Ratio (%) | 10% | 54.73% | 52.23% | 49.73% |
| Fee Income ($000s) | 10% | $11,140 | $13,140 | $15,140 |
| Strategic Plan Implementation | 30% | 50% | 100% | 150% |
| Discretionary | 20% | 50% | 100% | 150% |
- Long-term incentives: Restricted stock grants (e.g., awards for 2024 performance granted Jan 30, 2025; three-year cliff vesting) to NEOs; no option grants currently.
- Governance controls: Explicit clawback provisions for incentives and conservative vesting; committee certification signed by Smith confirms risk-balanced compensation design.
Other Directorships & Interlocks
- Public company boards: No FNLC director serves on boards of other SEC-reporting or registered investment companies, limiting overboarding and interlock risks.
- Third-party compensation: No directors receive third-party compensation for their candidacy or service.
Expertise & Qualifications
- Degrees: BS in economics and history; Master of Environmental Studies (Duke University).
- Sector expertise: Retail, lodging, hospitality operations, and real estate development/management.
- Community governance: Extensive board leadership across education and community organizations (budgeting, negotiations, facilities).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Shares Pledged |
|---|---|---|---|
| Stuart G. Smith | 119,452 | 1.07% | 72,216 |
- Director stock ownership guideline: 5,000 shares; all directors and NEOs met guidelines as of Dec 31, 2024 (new director Kachmar exempt until compliant).
- Insider trading policy: Pre-clearance required; hedging transactions are disallowed.
Governance Assessment
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Strengths
- Long-tenured independent director with prior board chair experience and deep local market knowledge; current Chair of Compensation Committee with documented oversight and risk certification.
- Committee independence and use of an external compensation consultant (Pearl Meyer); clear peer benchmarking and balanced metrics across profitability, efficiency, and strategic execution.
- Board practices: Independent Chair; executive sessions each meeting; majority voting and irrevocable resignation policy; robust risk oversight framework.
- Shareholder signaling: Strong Say-on-Pay support (~96% approval in 2024) and continued alignment improvements.
-
Risks and RED FLAGS
- Significant share pledging: 72,216 pledged shares by Smith (1.07% ownership overall); pledging can amplify forced-sale risk under stress.
- Related-party exposure via ordinary-course banking relationships: $32.182 million in loans outstanding to directors/executives and affiliates (1.37% of total loans), though compliant with Regulation O and internal audit review.
- Attendance granularity not disclosed per director; board-level disclosure indicates ≥86% attendance, but absence of individual director attendance detail reduces precision for engagement assessment.
-
Additional observations
- Director compensation is principally cash with voluntary ESPP participation; lack of director-specific equity grants limits direct market alignment, though stock ownership guidelines partially mitigate.
- Cybersecurity oversight and absence of reported breaches in five years supports operational risk posture; audit committee led by an SEC-defined financial expert.
Say-on-Pay & Shareholder Feedback
| Vote Category | 2024 Votes |
|---|---|
| For | 7,538,051 |
| Against | 195,775 |
| Abstain | 78,820 |
| Broker Non-Vote | 1,431,417 |
- Compensation approach affirmed by shareholders; Compensation Committee noted 96% approval and maintained philosophy with continued monitoring.
Compensation Committee Analysis (under Smith’s Chair)
- Independent composition and responsibilities include CEO goal-setting/evaluation, NEO pay approval, incentive plan oversight, stock ownership guidelines, and severance/change-of-control approvals.
- Consultant engagement: Pearl Meyer conducted comprehensive compensation analysis; peer group of ~20 Northeast non-metropolitan banks (two-thirds to 2x asset size) guides pay positioning slightly above median (55th–75th percentile).
- Risk management: Multiple meetings with Senior Risk Officer; certification affirmed programs do not encourage excessive risk or earnings manipulation.
Related Party Transactions
- No related-party transactions in 2024 beyond ordinary-course loans; loans to insiders are at market terms with collateral and are internally audited, reported to the Audit Committee.
- Independence considerations historically addressed (e.g., property purchase affecting director independence for another director previously, since resolved); board annually reviews independence.
Board Meeting Attendance and Structure
| 2024 Meetings | Count |
|---|---|
| Board | 6 |
| Audit | 4 |
| Compensation | 3 |
| Nominating & Governance | 3 |
- Attendance: All directors attended ≥86% of board and committee meetings; aggregate attendance >95%; all attended the 2024 Annual Meeting; executive sessions held after each regular board meeting.
Other Notes
- No family relationships among directors; no third-party compensation arrangements for directors.
- Policies: Majority vote in uncontested elections; director retirement policy at 75; no overboarding.