Proxy Statement (definitive) (def 14a)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

The First Bancorp, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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AT A GLANCE

$39.0M

Net Income, up 7.5%

$2.74B

Total Assets

$3.53

Diluted EPS

$2.38B

Total Deposits

Branches with 273 FTEs as of 12/2022

45.96%

Efficiency Ratio at the 10th percentile in its peer group

Not every day is a great day, but when it's not, do you have the courage to turn it around and help the customer reach their dreams.

— TONY C. MCKIM, PRESIDENT AND CEO

The First Bancorp (NASDAQ: FNLC) is a $2.74 billion bank holding company based in Damariscotta, Maine. The Company’s subsidiary, First National Bank (formerly The First, N.A.), was established in 1864 and now has 18 branches located along Maine’s coast from Wiscasset to Calais and two branches in the greater Bangor area. With a strong coastal presence, the Bank is well positioned to take advantage of the mix of both new and traditional industries and the growth generally seen in Maine’s coastal counties.

Over the last 10 years, the Bank’s total assets have grown 94%. This growth was achieved through a focused strategy of organic growth from the existing branch offices of First National Bank as well as opening and acquiring new branches.

Over the past several years, the Bank has made significant capital investments in technology infrastructure and today offers a competitive range of electronic banking products and services in addition to those provided within our branch offices. Whether delivered traditionally or electronically however, it is personalized service that ultimately differentiates First National Bank from other financial service providers and allows the Bank to foster lasting relationships with our customers.

Above photograph by Lois Glaser

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The First Bancorp, Inc.
Post Office Box 940
223 Main Street
Damariscotta, Maine 04543
https://investors.thefirst.com

MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER

TONY C. MCKIM

President and CEO

Dear Shareholders,

While 2022 was a return to normalcy in some regards, as we have now learned to live with the Covid-19 virus instead of it impacting all facets of our lives, the year was not without its challenges.

Inflation, rising interest rates and an uncertain stock market were a few of the things thrown our way in 2022. Despite these uncertain times, however, your bankers at First National Bank got up every morning and came to work with optimism and to make a difference in the lives of our customers and in the communities we serve. We continue to believe that our best days are ahead.

2022 HIGHLIGHTS

•

Driven by $267.0 million in loan growth which led to a 14.9% increase in net interest income before the loan loss provision, your Company again posted record earnings in 2022.

•

Net income was $39.0 million, an increase of 7.5% from the $36.3 million reported for the year ended December 31, 2021.

•

Asset quality continues to be strong and stable. As of December 31, 2022, the ratio of non-performing assets to total assets was 0.06% improved from 0.23% a year earlier.

•

In September, your Company was honored to be recognized by Piper Sandler as one of its Bank & Thrift Sm-All Stars which recognizes the 35 highest-performing small-cap financial institutions in the country. We were the only company in New England on the list.

COMMITMENT TO COMMUNITY

As with all things we do and decisions we make, we look to continue our commitment to our primary stakeholders, to you, our shareholders, our employees and to the customers and communities we serve. In 2022, we funded a total of $713 million in new loans to both businesses and consumers. It’s such a privilege to help a young family purchase their first home or help a long-time business customer pass their family business on to the next generation.

We also support our communities through donations to worthwhile causes and sponsorships of community events. In 2022, these contributions totaled over $750,000 and ranged from assisting food pantries with new refrigeration, helping a local hospital with a new facility to helping a local high school band take a trip to Washington D.C. We feature many of these non-profits in our social media campaigns and we know they share our same brand of courageous optimism. Helping our communities survive and thrive is so important for all of us.

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MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER

While we do not do the work for recognition, being recognized as a Sm-All Star by Piper Sandler is certainly a confirmation that the strategies we have developed and implemented continue to work.

Tony C. McKim
President & CEO

Perhaps the most important donation we made in 2022 was a $300,0000 commitment to the Maine Lobstermen’s Association. The Maine lobster industry is not only critical to the economy as it supports both families and communities up and down our coast, but it is also a critical part of our state’s heritage. The industry is not only subject to the elements but also, recently, to regulations that have threatened its very existence. In 2022, the Bank announced support totaling $300,000 to the Maine Lobstermen’s Association (MLA), $150,000 in a direct donation to the organization’s #SaveMaineLobstermen campaign, and then $10,000 per year for fifteen years to be spent as the MLA sees fit. With branches up and down the coast of Maine, the lobster industry touches all of us through friends, family members and customers.

Community banking isn’t just what we do, it’s who we are. From a concerned banking associate helping an elderly customer get their prescriptions picked up to a phone banking associate alerting a customer to potential fraud, we all bring our best selves to work every day. Leading this team continues to be a privilege and as always, I thank you for your support.

TONY C. MCKIM
President and Chief Executive Officer

March 15, 2023

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The First Bancorp, Inc.
Post Office Box 940
223 Main Street
Damariscotta, Maine 04543
https://investors.thefirst.com

NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

When
Wednesday, April 26, 2023 11:00 a.m. Eastern Daylight Time

Where
Virtually at: www.virtualshareholdermeeting.com/FNLC2023
Record Date
Only shareholders of record at the close of business on February 16, 2023 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

		Items of Business
		1 Election of eight director nominees to serve for a one-year term 2 Approval, on an advisory basis, of the compensation of our named executive officers 3 Ratification of the Audit Committee’s selection of Berry Dunn McNeil & Parker, LLC as our independent auditors for 2023 4 Transaction of such other business as may properly come before the meeting or any adjournment thereof

How to Vote
Regardless of the number of shares you own, your vote is important. Whether or not you expect to attend the meeting, the prompt return of your proxy will save follow-up expenses and assure the proper representation of your shares.			You may revoke your proxy if you so desire at any time before it is voted. Have your proxy card or voting instruction form with your 16-digit control number and follow the instructions.

INTERNET

TELEPHONE

MOBILE DEVICE

MAIL

AT THE MEETING

REGISTERED
HOLDERS

www.proxyvote.com,
24/7

Within the United States and Canada,
1-800-690-6903
(toll-free)

Scan the QR code
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Mark, date, sign and promptly return the enclosed proxy card, using the postage-paid envelope provided

Attend the virtual
annual meeting and
cast your ballot
online

BENEFICIAL
OWNERS
(HOLDERS
IN STREET
NAME)

www.proxyvote.com,
24/7

Within the United States and Canada,
1-800-454-8683
(toll-free)

Scan the QR code
[MISSING IMAGE: tm2134947d1-icon_qr974c.jpg]

Return a properly executed voting instruction form by mail, depending upon the method(s) your broker, bank or other nominee makes available

Attend the
virtual annual
meeting, and
cast your ballot
online

DEADLINE

Vote by 11:59 P.M. ET on 04/25/2023
for shares held directly and by 11:59 P.M. ET on 04/23/2023 for shares held in a Plan

If you are a beneficial owner, please refer to the information
provided by your broker, bank or other nominee

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NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is being furnished to Shareholders of The First Bancorp, Inc. (the “Company”), the parent company of First National Bank (the “Bank”), in connection with the solicitation of Proxies on behalf of the Board of Directors, to be used at the virtual Annual Meeting of Shareholders of the Company to be accessed at www.virtualshareholdermeeting.com/FNLC2023, on Wednesday, April 26, 2023, at 11:00 a.m. Eastern Daylight Time, and at any adjournment thereof for matters described in the Notice of Annual Meeting of Shareholders. This Proxy Statement is first being mailed to Shareholders on or about March 15, 2023. This solicitation is made by the Company, which will bear the expenses thereof.

The Proxy solicited hereby, if properly signed and returned to the Company and not revoked prior to its use, will be voted in accordance with the instructions contained therein. If no contrary instructions are given, each Proxy received will be voted FOR the nominees for Directors described herein, FOR approval of the matters described below and upon the transaction of such other business as may properly come before the meeting, in accordance with the best judgment of the persons appointed as Proxies; provided, however, that broker non-votes will not be voted in favor of the election of Directors.

Directors are elected by the vote of the holders of a majority of the outstanding shares of stock entitled to vote at the meeting. To be approved, any other matters submitted to our shareholders, including the ratification of Berry Dunn McNeil & Parker, LLC as our independent auditors, require the affirmative vote of the holders of the majority of shares present in person or represented by proxy at the annual meeting and entitled to vote.

Shares that abstain from voting as to a particular matter will be counted for purposes of determining whether a quorum exists and for purposes of calculating the vote with respect to such matter but will not be deemed to have been voted in favor of such matter. Shares held in “street name” by banks, brokers or other nominees who indicate on their proxy cards that they do not have discretionary authority to vote such shares as to a particular matter, which we refer to as “broker non-votes” will be counted for the purpose of determining whether a quorum exists but will not be considered as present and entitled to vote with respect to a particular matter unless the beneficial owner(s) of the shares instruct(s) such record holder how to vote such shares. Accordingly, abstentions will have the effect of a vote against a proposal, and broker non-votes will not have any effect upon the outcome of voting with respect to any matters voted on at the annual meeting (but will have the effect of negative votes with respect to the election of Directors).

By Order of the Board of Directors,

Susan A. Norton,
Clerk

March 15, 2023

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 26, 2023
		The First Bancorp’s annual report to shareholders and proxy statement are available at http://materials.proxyvote.com/31866P

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	1			PROXY SUMMARY
	5			CORPORATE GOVERNANCE AND BOARD MATTERS
	5			PROPOSAL 1―ELECTION OF DIRECTORS
	9			About the Board of Directors and Its Committees
	10			Audit Committee
	11			Compensation Committee
	11			Governance Committee
	12			Compensation Committee Interlocks and Insider Participation in Compensation Decisions
	12			Third Party Compensation of Directors
	12			Director Independence
	13			Risk Oversight
	13			Board and Committee Roles
	13			Privacy and Cybersecurity
	14			Leadership Structure
	14			Code of Ethics
	14			Audit Committee Financial Expert
	15			Certain Relationships and Related Transactions
	15			Director Compensation
	17			INFORMATION ABOUT OUR EXECUTIVE OFFICERS
	19			EXECUTIVE COMPENSATION
	19			PROPOSAL 2―ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
	20			Compensation Discussion and Analysis
	20			I. Executive Summary
	21			II. Philosophy of Our Executive Compensation Program
	22			III. Considerations in Determining Executive Compensation
	24			IV. Elements of the Compensation Program
	33			V. Compensation Mix

	33			VI. Compensation of Chief Executive Officer and Other NEOs
	35			VII. Other Benefits
	36			VIII. Stock Ownership Guidelines
	37			Executive Compensation Tables and Narrative
	37			Summary Compensation Table
	39			Grants of Plan-Based Awards Table
	39			Outstanding Equity Awards at Fiscal Year End Table
	40			Options Exercised and Stock Vested Table
	40			2022 Equity Incentive Plan Table
	40			Other Employee Benefits
	40			Compensation Policies and Practices
	42			CEO Pay Ratio
	43			Pay versus Performance
	46			Report of the Compensation Committee
	47			AUDIT MATTERS
	47			PROPOSAL 3―RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
	47			Audit Fees and Services
	48			Report of the Audit Committee
	49			STOCK OWNERSHIP INFORMATION
	49			Security Ownership of Directors, Management and Principal Shareholders
	51			ADDITIONAL INFORMATION
	51			Information about the Annual Meeting and Voting
	54			Information about Shareholder Proposals
	54			Shareholder Communications with the Board
	55			Accessing Company Financial Statements and Reports and Online Information
	55			Other Matters

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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should

consider. You should read the entire proxy statement carefully before voting.

2023 Annual Meeting

When			Where			Record Date
Wednesday, April 26, 2023 11:00 a.m. Eastern Daylight Time			Virtually at: www.virtualshareholdermeeting.com/FNLC2023			February 16, 2023

Voting Agenda	Board Recommendation		For More Information, See Page
1 Election of eight director nominees to serve for a one-year term		FOR each nominee	5
2 Approval, on an advisory basis, of the compensation of our named executive officers (Say-on-Pay)		FOR	19
3 Ratification of the Audit Committee’s selection of Berry Dunn McNeil & Parker, LLC as our independent auditors for 2023		FOR	47
Transaction of such other business as may properly come before the meeting or any adjournment thereof

2022 Performance Highlights

	$39.0M			$2.74B			$3.53
	Net Income, up 7.5%			Total Assets			Diluted EPS

	$2.38B			18			45.96%
	Total Deposits			Branches with 273 Full-Time Employees			Efficiency ratio is in the 10th percentile of the Bank’s peer group

Corporate Governance Highlights

	Corporate Governance Best Practices
	8 of our 9 directors are independent, including all Committee members Independent Board Chair 2 of our 9 directors are women Balance of new and experienced directors Majority vote in uncontested elections No overboarding Board retirement policy following 75th birthday Stock ownership guidelines for directors and executives			Annual director self-evaluation and committee assessment to ensure board effectiveness All directors attended over 80% of 2022 meetings Regular executive sessions of independent directors Robust risk oversight Board review of company’s financial performance, strategy and succession plan Code of Business Conduct and Ethics Commitment to Environmental, Social and Governance Responsibility

THE FIRST BANCORP, INC. 2023 Proxy Statement | 1

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PROXY SUMMARY

Board of Directors Overview

Name and Principal Occupation	Age(1)	Director since	Independent	Committee Membership
Name and Principal Occupation	Age(1)	Director since	Independent	Audit	Compensation	Governance
Robert B. Gregory Practicing attorney	69	1987
Renee W. Kelly Associate Vice President for Innovation & Economic Development, University of Maine	53	2016
Tony C. McKim President and Chief Executive Officer, The First Bancorp and First National Bank	55	2005
Mark N. Rosborough President, J. T. Rosborough Insurance Agency; Rosborough Family Limited Partnership, Penrose and TISA	74	2005 since 2018
Cornelius J. Russell General Manager, the Samoset Resort	59	2014
Stuart G. Smith Owner and operator, Maine Sport Outfitters, the Lord Camden Inn, the Grand Harbor Inn, 16 Bay View Hotel, Bayview Landing, and the Breakwater Marketplace	69	1997
Kimberly S. Swan Owner of Trumpeter Inc., d/b/a Swan Agency Real Estate	60	2021
Bruce B. Tindal Licensed real estate broker; Founder, Tindal & Callahan Real Estate	72	1999
F. Stephen Ward Retired Treasurer and Chief Financial Officer, The First Bancorp and First National Bank	69	2018
Meetings in 2022	Board — 6			4	3	3

(1)

Ages are as of December 31, 2022

Committee Chair

Committee Member

Board Chair

DIRECTOR ATTRIBUTES

Our nine directors comprise a well-balanced Board.

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2 | THE FIRST BANCORP, INC. https://investors.thefirst.com

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PROXY SUMMARY

BOARD REFRESHMENT

We have added three new directors to our Board since 2016, including two women, representing 22% of the board.

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BOARD EXPERTISE

Director Skills and Experience
	Academics	● ● ● ● ● ● ● ● ●	3	33%
	Audit and financial reporting	● ● ● ● ● ● ● ● ●	5	56%
	Banking	● ● ● ● ● ● ● ● ●	6	66%
	Corporate governance, legal expertise	● ● ● ● ● ● ● ● ●	5	56%
	Executive leadership	● ● ● ● ● ● ● ● ●	5	56%
	Finance and investment industry	● ● ● ● ● ● ● ● ●	3	33%
	Human capital management	● ● ● ● ● ● ● ● ●	4	44%
	Marketing, business development	● ● ● ● ● ● ● ● ●	8	88%
	Other board service	● ● ● ● ● ● ● ● ●	5	56%
	Regulatory, government and compliance	● ● ● ● ● ● ● ● ●	3	33%
	Real estate	● ● ● ● ● ● ● ● ●	6	67%
	Risk management	● ● ● ● ● ● ● ● ●	5	56%
	Strategic planning and operations	● ● ● ● ● ● ● ● ●	8	88%

THE FIRST BANCORP, INC. 2023 Proxy Statement | 3

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PROXY SUMMARY

Executive Compensation Highlights

COMPENSATION POLICIES AND PRACTICES

	What We Do			What We Don’t Do
	Independent Compensation Committee that approves all compensation for our named executive officers Independent compensation consultant Annual Say-on-Pay vote Compensation Committee assesses compensation practices to eliminate or reduce incentives encouraging excessive risk Pay-for-performance philosophy Clawback policy			No pensions or any other enhanced benefit programs beyond those typically available to all employees Limited perquisites No employment agreements or commitments with respect to severance or change of control

PRINCIPAL COMPENSATION OBJECTIVES

Our primary objective with respect to executive compensation is to attract, retain and motivate superior executive talent with the skills and

experience to successfully execute our business strategy. Our executive compensation program is designed to:


	Provide both short-term and long-term alignment between pay and performance			Align executives’ interests with those of our shareholders			Remain competitive within the relevant marketplace in terms of total compensation			Enable the Company to attract, retain and motivate top talent

CONSIDERATION OF SAY-ON-PAY ADVISORY VOTE

•

The Compensation Committee believes that our recent Say-on-Pay votes affirm our shareholders’ support of our approach to executive compensation.

•

After considering the 97% approval in 2022 and following our annual review of our executive compensation philosophy, the Compensation Committee decided to retain our overall approach to executive compensation.

•

The Compensation Committee will continue to consider the outcome of our Say-on-Pay votes and feedback from shareholders when making future compensation decisions for our named executive officers.

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4 | THE FIRST BANCORP, INC. https://investors.thefirst.com

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CORPORATE GOVERNANCE AND BOARD
MATTERS


				PROPOSAL 1 — ELECTION OF DIRECTORS

The health of the Company depends on a strong, independent and attentive Board. The Governance Committee of the Board of Directors believes that it is necessary for each of the Company’s Directors to possess a considerable amount of business management and educational experience. In addition, Directors must have sound judgment, wisdom, integrity and ethics. Directors are encouraged to attend seminars and courses to enhance their directorship skills.

Each of our outside Directors brings to the Company knowledge from their field of expertise, including leadership, finance, marketing and human resources, through the management of their own companies, organizations or professional practices. These experiences provide perspective, analytical insight and objectivity when overseeing and evaluating Management.

In addition, all Directors serve as referral sources for the Bank. All Directors of the Company also serve on the Bank’s Board and meet the requirements for Directors as set forth by the Office of the Comptroller of the Currency. The Board’s familiarity with the Bank’s systems and controls is crucial in maintaining the Company’s safety and soundness.

In order to be a candidate for a Director of the Company, each individual must meet the following criteria:

•

Be a citizen of the United States.

•

Have the financial capacity to own and/or purchase the minimum equity interest in the Company as specified in the Company’s bylaws.

•

Be available to attend the monthly meetings of the Board of Directors and Board Committee meetings, as scheduled from time to time.

•

Have the ability and willingness to represent the interests of the Shareholders of the Company.

•

Meet any additional criteria that the Office of the Comptroller of the Currency may establish for directors of a national bank.

If any person named as nominee should be unwilling or unable to stand for election at the time of the Annual Meeting, the holder of the Proxy will vote for any replacement nominee or nominees recommended by the Board of Directors. Each person listed below has consented to be named as a nominee, and the Board of Directors knows of no reason why any of the nominees may not be able to serve as a Director if elected.

In order to be elected a Director of the Company, a nominee must receive the affirmative vote of the holders of a majority of the shares of the Company’s Common Stock outstanding on the Voting Record Date. Broker non-votes or abstentions will not be counted as affirmative votes.

The Board of Directors unanimously recommends that the Shareholders vote FOR the election of each director nominee.

THE FIRST BANCORP, INC. 2023 Proxy Statement | 5

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CORPORATE GOVERNANCE AND BOARD MATTERS

The Governance Committee has nominated the following individuals to be submitted to a vote of the Shareholders at the meeting, each to serve (if

elected) for a one (1) year term and until their successor is duly elected. (Directors’ ages are as of December 31, 2022.)

ROBERT B. GREGORY

Independent Director of the Company and the Bank from 1987 until 2018. Independent again since 2022

Chair of the Company and the Bank (September 1998 to April 2007)

AGE 69

CAREER HIGHLIGHTS

•

Director Gregory was considered independent from 1987 until 2018 when the Bank purchased property from him. Director Gregory obtained independence again in March of 2022.

•

Mr. Gregory has been a practicing attorney since 1980, first in Lewiston, Maine and since 1983 in Damariscotta, Maine.

•

In addition, he and his wife Sim serve as advisors to the Bowdoin Christian Fellowship.

QUALIFICATIONS

The Board concluded that Mr. Gregory is well suited to serve as a director of the Company because of his legal expertise and extensive transactional experience in financial, banking, and commercial real estate matters.

RENEE W. KELLY

Independent Director of the Company and the Bank since January 2016

AGE 53

CAREER HIGHLIGHTS

•

Ms. Kelly served as Director of Economic Development Initiatives for the University of Maine from 1997 until July 2016 when she was promoted to Associate Vice President for Strategic Partnership & Innovation.

•

In addition, she leads the University’s entrepreneurship and innovation support activities as well as its efforts in the Innovation Engineering Institute.

•

She was a founding member of the leadership team for the Blackstone Accelerates Growth initiative in Maine (now Maine Accelerates Growth) and led the creation of the Innovate for Maine Fellows program.

•

Prior to joining the University, she developed training products for Manpower of Connecticut, worked for a financial services start-up company and served as an aide to then U.S. Senator Olympia J. Snowe.

•

She currently serves on the boards of several economic development and service organizations, including the Ellsworth Business Development Corporation. In addition, she is an alternate board member for UpStart Maine.

QUALIFICATIONS

The Board concluded that Ms. Kelly is well suited to serve as a director of the Company because of her varied experience in economic development.

TONY C. MCKIM

Director of the Company and the Bank since January 2005

AGE 55

CAREER HIGHLIGHTS

•

Mr. McKim joined the Company as Executive Vice President, Chief Operating Officer and a member of the Board of Directors of the Company and the Bank upon completion of the mergers of FNB Bankshares (“FNB”) and its subsidiary into the Company and the Bank on January 14, 2005.

•

Prior to the mergers, Mr. McKim was President and Chief Executive Officer of FNB and its subsidiary.

•

In January 2015, Mr. McKim was named President and Chief Executive Officer of the Company and the Bank.

•

Mr. McKim is involved in several local associations, including Harbor House, Ellsworth Business Development Corporation, and Acadian Youth Sports.

QUALIFICATIONS

The Board concluded that Mr. McKim is well suited to serve as a director of the Company because of his experience as the former CEO of FNB Bankshares and as a senior officer of the Company with more than two decades in bank management.

6 | THE FIRST BANCORP, INC. https://investors.thefirst.com

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CORPORATE GOVERNANCE AND BOARD MATTERS

CORNELIUS J. RUSSELL

Independent Director of the Company and the Bank since 2014

AGE 59

COMMITTEES

•

Compensation

•

Governance

CAREER HIGHLIGHTS

•

A second-generation hotelier, Mr. Russell began his career in 1987 with Ocean Properties Hotels Resorts & Affiliates where he has held management positions at multiple hotels in Maine, New Hampshire, Florida, Colorado and Arizona.

•

He has acted as the General Manager at the Samoset Resort since 1999 where he has overseen numerous multi-million-dollar capital improvement projects.

•

Mr. Russell’s service on several boards of directors includes Treasurer of Hospitality Maine, Past President of New England Inns and Resorts Association, and the American Hotel & Lodging Association Resort Committee, Past President of the Maine Innkeepers Association, the Penobscot Bay Regional Chamber of Commerce, the Maine State Chamber of Commerce and Past Trustee of Penobscot Bay Hospital.

•

He was awarded the 2016 Community Person of the Year by the Penobscot Bay Regional Chamber of Commerce and the 2010 Innkeeper of the Year by the Maine Innkeepers Association.

•

Mr. Russell graduated with a B.S. degree in Resource Economics from the University of Maine.

QUALIFICATIONS

The Board concluded that Mr. Russell is well suited to serve as a director of the Company because of his varied experience in retail, lodging and hospitality services.

KIMBERLY S. SWAN

Independent Director of the Company and the Bank since May 2021

AGE 60

COMMITTEES

•

Governance

•

Audit

CAREER HIGHLIGHTS

•

Ms. Swan is the sole stockholder of Trumpeter Inc., d/b/a Swan Agency Real Estate with offices in Bar Harbor, Northeast Harbor, Sullivan and Southwest Harbor as well as the sole owner of Swan Hospitality Group which includes several hospitality properties including the oceanfront Bayview Hotel in Bar Harbor.

•

Kim focuses on business development and limited private client brokerage of luxury and commercial properties at Swan Agency. She also oversees the marketing, public relations, and social media programs for the companies.

•

She resides in Bar Harbor, Maine year round and is dedicated to her community and works with several animal rescue organizations and local non-profits. She is on the Board of the Bar Harbor Village Improvement Association, and co-founder of the Diana Fund for the local Pet Food Pantry. She is the founder and Creative Director of the Bar Harbor Designer Showhouse, sponsored by Swan Agency Real Estate and Swan Hospitality Group.

•

Kim served 10 successful years as a Bar Harbor Town Councilor. She has received numerous awards and recognitions throughout her career including the 2017 Cadillac Award by the Bar Harbor Chamber of Commerce, the 2018 50 Mainers Making a Difference from Maine Magazine, and 2019 Women to Watch by MaineBiz.

•

Ms. Swan has many business interests throughout Maine, focusing on hospitality and real estate investment as well as her strong interest in art including ownership of Cygnet Gallery in Southwest Harbor, interior design, and music publishing.

QUALIFICATIONS

The Board concluded that Ms. Swan is well suited to serve as a director of the Company because of her in-depth knowledge of the coastal Maine real estate and hospitality markets.

THE FIRST BANCORP, INC. 2023 Proxy Statement | 7

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CORPORATE GOVERNANCE AND BOARD MATTERS

STUART G. SMITH

Independent Director of the Company and the Bank since 1997

Chair of the Board of the Company and the Bank (May 2007 to April 2013)

AGE 69

•

Compensation

•

Audit

CAREER HIGHLIGHTS

•

A resident of Camden, he and his wife, Marianne, own and operate Maine Sport Outfitters in Rockport and Camden, the Lord Camden Inn, the Grand Harbor Inn, 16 Bay View Hotel and Bayview Landing in Camden, as well as the Breakwater Marketplace in Rockland.

•

They are also part owners of the Rockland Harbor Park Center.

•

Mr. Smith holds a BS in economics and history from Duke University and a Master of Environmental Studies from Duke University School of Forestry and Environmental Science.

•

He served for ten years on the public school board of SAD 28 and The Five Town CSD school board as both a director and chairperson, serving on budget and finance committees, as well as labor negotiations, compensation, planning and facility development and management committees.

•

He has also served as a board member and president of the Camden, Rockport, Lincolnville Chamber of Commerce and the Camden Area YMCA.

QUALIFICATIONS

The Board concluded that Mr. Smith is well suited to serve as a director of the Company because of his varied experience in retail, lodging and hospitality services, as well as real estate development and management.

BRUCE B. TINDAL

Independent Director of the Company and the Bank since 1999

AGE 72

COMMITTEES

•

Compensation

•

Governance

CAREER HIGHLIGHTS

•

Mr. Tindal has been a licensed real estate broker since 1974. Mr. Tindal formed Tindal & Callahan Real Estate in Boothbay Harbor, which has been in operation since 1985.

•

He currently serves on the Boothbay Region Land Trust Board of Advisors.

•

Mr. Tindal is also a member of the National Association of Realtors, Council of Residential Specialists, Real Estate Buyers Agent Council and the Boothbay Harbor Rotary Club.

QUALIFICATIONS

The Board concluded that Mr. Tindal is well suited to serve as a director of the Company because of his in-depth knowledge of the coastal Maine real estate market and trends.

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CORPORATE GOVERNANCE AND BOARD MATTERS

F. STEPHEN WARD

Director of the Company and the Bank since 2018 (Independent Director since 2022)

AGE 69

COMMITTEES

•

Audit

CAREER HIGHLIGHTS

•

Mr. Ward retired as Treasurer and Chief Financial Officer of the Company on March 30, 2018, after serving as Chief Financial Officer of the Company since 1994 and as Chief Financial Officer of the Bank since 1993.

•

During his 28-year career at the Bank and the Company, Mr. Ward was active in local government, serving on the Edgecomb Budget Committee for three years and the Edgecomb School Committee for nine years, including seven years as Chair, as well as the Union 49 School Board for nine years, including three years as Vice-Chair.

•

He has been involved with several non-profit organizations, including Round Top Center for the Arts and the Boothbay Region YMCA.

•

He is past Board Chair for Coastal Ventures Inc. (“CVI”), the venture capital subsidiary of Coastal Enterprises which operates four venture capital funds that provide seed capital to startup and early stage companies, primarily in northern New England, with a strong focus on job creation in the region. The majority of the investors in these funds are Maine-based banks.

•

For six years, Mr. Ward also served on the Member Advisory Panel of the Federal Home Loan Bank of Boston, an important funding source for the Bank.

QUALIFICATIONS

The Board concluded that Mr. Ward is well suited to serve as a director of the Company because of his experience as a former senior officer of the Company with more than two decades in bank executive management. In addition, he has extensive experience in financial statement preparation, asset/liability management and management of a complex fixed-income investment portfolio.

About the Board of Directors and Its Committees

As of the date of this Proxy Statement, The First Bancorp, Inc. had a Board comprised of nine Directors. During 2022 there were five regular Board meetings and one Annual Meeting. After each regular Board meeting, time is provided for an executive session without Management present. The Board’s Attendance Policy states that all members of the Board are strongly encouraged to attend each meeting of the Board and Committees on which they serve. All Directors attended at least 87% of Board meetings and meetings held by Committees of which they were members in 2022. The aggregate attendance at Board and Committee meetings by all members of the Board of Directors and its Committees in 2022 was in excess of 96%. All Directors are expected to attend the 2023 Annual Meeting of Shareholders, and all Directors except Director Russell were in attendance at the 2022 Annual Meeting.

Although the Company does not have a formal policy with respect to diversity, the Board and the Governance Committee believe it is essential that the Board members represent diverse view

points (such as gender, race, religion, sexual orientation, national origin and education as well as professional experience) and skill sets. Each nominee’s/Director’s diverse knowledge of risk management and internal controls, credentials, competencies and skills as well as the candidate’s area(s) of qualifications and expertise that would enhance the Board’s composition and effectiveness are considered. As a bank holding company, it is important that the Directors have specific knowledge of the communities that the Bank serves as a community bank. For 2022, the Company qualified as a Smaller Reporting Company (“SRC”) under the guidelines of the Securities and Exchange Commission. The Company’s shares trade on the NASDAQ Global Select Market (“NASDAQ”). As an SRC, the Company met the requirements of NASDAQ’s Board Diversity Rule, Listing Rule 5606, which took effect in 2022. The Company continues to search for qualified candidates who will also fulfill all of the requirements set forth by the OCC as well as NASDAQ’s Diversity Rule.

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Board Diversity Matrix (As of March 15, 2023)
	#
Total Number of Directors: 9	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		2		5		0		2
Part II: Demographic Background
African American or Black		0		0		0		0
Alaskan Native or Native American		0		0		0		0
Asian		0		0		0		0
Hispanic or Latinx		0		0		0		0
Native Hawaiian or Pacific Islander		0		0		0		0
White		2		5		0		1
Two or More Races or Ethnicities		0		0		0		0
LGBTQ+		0		0		0		0
Did Not Disclose Demographic Background		0		0		0		0

The 2022 Board Diversity Matrix is available in the 2022 proxy statement posted on the Company’s website: https://investors.thefirst.com/

The First Bancorp Board Committees

Name

Independent

Audit

Compensation

Governance

Robert B. Gregory

Renee W. Kelly

Tony C. McKim

Mark N. Rosborough

Cornelius J. Russell

Stuart G. Smith

Kimberly S. Swan

Bruce B. Tindal

F. Stephen Ward

Number of Meetings in 2022

Board — 6

Committee Chair

Committee Member

Board Chair

AUDIT COMMITTEE

Meetings in 2022 — 4

MEMBERS

•

F. Stephen Ward, Chair

•

Mark N. Rosborough

•

Stuart G. Smith

•

Kimberly S. Swan

Each member of the Audit Committee is independent as defined under the listing standards of NASDAQ.

KEY RESPONSIBILITIES

The Company’s Audit Committee:

•

receives and reviews reports on examinations and accounting audits of the Company, and

•

works to ensure the adequacy of operating practices, procedures and controls.

CHARTER

The Audit Committee’s charter can be found on the Company’s website: https://investors.thefirst.com/

REPORT OF THE AUDIT COMMITTEE

•

The 2023 Report of the Audit Committee can be found on page 48 of this Proxy Statement.

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COMPENSATION COMMITTEE

Meetings in 2022 — 3

MEMBERS

•

Stuart G. Smith, Chair

•

Mark N. Rosborough

•

Cornelius J. Russell

•

Bruce B. Tindal

Each member of the Compensation Committee is independent as defined under the listing standards of NASDAQ.

The Company’s Compensation Committee is a standing committee of the Bank’s Board of Directors since all executive compensation is paid by the Bank.

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 of the Securities Exchange Act of 1934 or that is subject to the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934, or of any company registered as an investment company under the Investment Company Act of 1940, as amended.

KEY RESPONSIBILITIES

The function of this Committee is to:

•

establish the compensation of the Chief Executive Officer, and

•

to review and approve the compensation of other Named Executive Officers.

CHARTER

The Compensation Committee Charter can be found on the Company’s website: https://investors.thefirst.com/

REPORT OF THE COMPENSATION COMMITTEE

•

The 2023 Report of the Compensation Committee can be found on page 46 of this Proxy Statement.

GOVERNANCE COMMITTEE

Meetings in 2022 — 3

MEMBERS

•

Kimberly S. Swan, Chair

•

Mark N. Rosborough

•

Cornelius J. Russell

•

Bruce B. Tindal

Each member of the Governance Committee is independent as defined under the listing standards of NASDAQ

KEY RESPONSIBILITIES

As stated in the Governance Committee Charter the Committee is responsible for:

•

recommending to the Board of Directors the nominees for Board of Directors positions,

•

establishing the tenure and the retirement policies for members of the Board of Directors, and

•

reviewing the Directors overall effectiveness.

CHARTER AND GUIDELINES

The Governance Committee Charter and the Company’s Corporate Governance Guidelines can be found on the Company’s website: https://investors.thefirst.com/

SHAREHOLDER NOMINATIONS

Under the Company’s Bylaws, if a Shareholder wishes to nominate a Director for consideration by the Committee, they must:

•

be a Shareholder of record, and

•

have continuously held at least $2,000 in market value of the Company’s Common Stock (as determined by the President) for at least one year as of the date of submittal of such proposal and must continue to hold those securities through the date of such annual meeting.

The Committee will also consider whether a proposed candidate meets the criteria set forth on page 5 of this Proxy Statement.

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CORPORATE GOVERNANCE AND BOARD MATTERS

In addition to the Company’s Audit, Compensation and Governance Committees, there are four other standing committees of the Bank’s Board of Directors:

•

Asset/Liability

•

Executive

•

Directors’ Loan

•

Trust/Investment Oversight

Certain members of Management also serve on some committees of the Bank. There are no family relationships among any of the Directors of the Company.

Compensation Committee Interlocks and Insider Participation in Compensation Decisions

No member of the Compensation Committee was, or ever has been, an officer or employee of the Company or the Bank. All Committee members are customers of and engage in transactions with the Bank in the ordinary course of business. As described in “Certain Relationships and Related Transactions,” all loans to such individuals were

made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the Bank and, in the opinion of Management, did not involve more than the normal risk of collectability or present other unfavorable features.

Third Party Compensation of Directors

Under Rule 5250 (b)(3) promulgated by NASDAQ, companies must disclose the material terms of all agreements and arrangements between any Director or nominee for Director, and any person or entity other than the Company (the “Third Party”), relating to compensation or other payment

in connection with such person’s candidacy or service as a director of the Company. As of the date of this Proxy Statement, none of the Company’s Directors or nominees for Director were receiving such compensation.

Director Independence

The Board reviewed the independence of the Company’s Directors in January 2023 based on NASDAQ standards. In this review, the Board considered transactions and relationships between each Director (and any member of their immediate family) and the Company or the Bank and between certain entities in which any Director or any immediate family member has certain interests, on the one hand, and the Company or the Bank, on the other hand. The purpose of this review was to determine which of such transactions or relationships were inconsistent with a determination that the Director is independent under NASDAQ rules. As a result of the review, the

Board affirmatively determined that as of January 2023 all of the Directors are independent of the Company and the Bank under NASDAQ rules with the exception of President McKim.

[MISSING IMAGE: tm2134947d2-pc_indepenpn.jpg]

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Risk Oversight

BOARD AND COMMITTEE ROLES

The Board takes an active role as a whole and also at the committee level in overseeing management of the Company’s risk. The Board regularly reviews information regarding the Company’s liquidity and operations as well as the risks associated with each. While each committee is

responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risk. The President/Chief Executive Officer serves as the Company’s Senior Risk Officer.

	Company Committee			Risk Oversight Responsibilities
	ASSET/LIABILITY			• overseeing financial risk
	AUDIT			• overseeing reports from examiners and auditors of both the internal and outside audit functions and independent outside auditors and federal regulators as well as internal Management reports on Enterprise Risk, Technology/Cybersecurity and Compliance
	COMPENSATION			• overseeing the management of risks relating to or arising from the Company’s executive compensation practices and plans
	DIRECTORS’ LOAN			• monitoring lending policies to ensure they are adequate and that the lending function follows sound practices
	GOVERNANCE			• managing risk associated with director qualification and performance, as well as the independence of the Board of Directors and potential conflicts
	TRUST/INVESTMENT OVERSIGHT			• reviewing activities of the Trust and Investment Department to ensure that all trust functions are conducted in accordance with Bank policy, applicable laws and regulations and in a sound manner consistent with fiduciary standards and duties

PRIVACY AND CYBERSECURITY

Protecting the privacy of our customers’ information as well as the security of the Bank’s systems and networks has long been and will continue to be a priority. The Board is committed to maintaining strong and meaningful privacy and security protections for our customers’ information. The Chief Information Officer reports monthly to senior management and the Board regarding the Company’s ongoing assessment of cybersecurity threats and risks, the data security programs designed to prevent and detect threats, attacks, incursions and breaches, as well as management, mitigation and remediation of potential, and any actual, cybersecurity and information technology risks and breaches. The Bank has not experienced any information security breaches in the last three years. Included in our mitigation strategy is a comprehensive Cybersecurity insurance policy. In addition, the Bank's performance, systems and procedures are assessed regularly

against robust information security standards and information security training is provided to employees on at least an annual basis. The Audit Committee and Management review reports from the internal auditor regarding their evaluation of the Company’s Information Technology department on a regular basis as well as various third-party configuration and vulnerability assessments. The Bank engages top cybersecurity experts to assist with the overall management of the Bank’s cybersecurity program including risk assessments and remediation. The Board and Management recognize that cybersecurity matters, including expenditure, related threats and the impact of incursions or breaches, may implicate the Company’s disclosure under SEC rules and regulations, and intend to remain vigilant with respect to the cybersecurity aspects of these obligations.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Leadership Structure

The Company believes that having an independent Director serving as Chair of the Board is prudent. The Chair of the Board is elected by a vote of the Directors to serve a one-year term with a maximum appointment of eight terms. Mark Rosborough has served as Chair from April 2018 to the present. Chair Rosborough will resign at the 2023 Annual Meeting as he has reached the mandatory retirement age. The Directors will elect a new chair at the organizational meeting held directly after the annual meeting. The Chief

Executive Officer serves on the Board of Directors; however, the CEO’s main focus is to provide leadership to the Company for accomplishing the directives established by the Board of Directors and is responsible for the general administration, oversight, care and management of all property and business of the Company and for all of its departments, as well as direct or indirect supervision of all officers, managers, and employees.

Code of Ethics

The Company’s Code of Ethics for Senior Financial Officers, which was originally adopted by the Board of Directors on June 19, 2003, and the Company’s Code of Business Conduct and Ethics, which was originally adopted by the Board of Directors on April 15, 2004, and subsequently re-approved on August 25, 2022, are incorporated in the Company’s

2006 and 2022 Annual Reports, respectively, and reported on Form 10-K as Exhibits 14.1 and 14.2. They are available on the Company’s website at https://investors.thefirst.com and a copy may be obtained, free of charge, by written request to the Company.

Audit Committee Financial Expert

Pursuant to Section 407 of the Sarbanes-Oxley Act of 2002 and Item 407(d)(5) of Regulation S-K promulgated by the Securities and Exchange Commission, the Company is required to disclose whether it has at least one “Financial Expert” serving on its Audit Committee and if so, the name of the expert and whether the expert is independent of Management. A company that does not have an Audit Committee Financial Expert must disclose this fact and explain why it has no such expert.

Audit Committee Chair, F. Stephen Ward meets the Securities and Exchange Commission’s complete definition of a financial expert based on his education and experience as the Chief Financial Officer of the Company and the Bank prior to his retirement. As of April 1, 2022, Director Ward is considered independent under NASDAQ rules. The Company addresses its audit functions with a depth of penetration and rigor that meets the intent of the requirements of the Sarbanes-Oxley Act for the following reasons:

•

The Company is a one-bank holding company owning all of the capital stock in the Bank. All Directors of the Bank meet the requirements imposed by the Office of the Comptroller of the Currency, the Bank’s principal regulator, which conducts regular supervisory examinations of the Bank. In addition to requiring knowledge of the banking industry and the financial regulatory system, these criteria require a “background, knowledge, and experience in business or another discipline to oversee the Bank.”

•

All members of the Audit Committee of the Bank and the Company are independent Directors, as defined by the Securities and Exchange Commission and NASDAQ. Three of the members have operated their own businesses and have knowledge of accounting for both their own businesses as well as for the Bank and the Company.

•

The members of the Audit Committee have considerable experience as Directors of the Bank and the Company.

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CORPORATE GOVERNANCE AND BOARD MATTERS

•

Internal audit work of the Bank and the Company is outsourced to a professional firm which conducts all internal audits except for loan review, for which a second professional firm performs quality control loan review. Both firms provide detailed periodic reports to the Audit Committee and the Directors’ Loan Committee, respectively.

•

The Bank is a highly regulated entity which undergoes regular and thorough examination by the Office of the Comptroller of the

Currency, with additional oversight by the Federal Deposit Insurance Corporation. The Company is a “Financial Holding Company” as defined by the Federal Reserve Board and as such is regulated and regularly examined by the Federal Reserve Board.

•

The Company also continuously reviews, at its own initiative, the expertise of the members of its Board of Directors and its Audit Committee.

Certain Relationships and Related Transactions

The Federal Reserve Act permits the Bank to contract for or purchase property from any of its Directors only when such purchase is made in the regular course of business upon terms not less favorable to the Bank than those offered by others unless the purchase has been authorized by a majority of the Board of Directors not interested in the transaction. Similarly, the Federal Reserve Act prohibits loans to Executive Officers or Directors of the Bank unless such transactions have been made upon substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with persons not related to the lender, and certain other prescribed conditions have been met.

The Bank has had, and expects to have in the future, banking transactions in the ordinary course of its business with Directors, Executive Officers and significant Shareholders of the Company and

their affiliates. All such transactions have been made upon substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with persons not related to the Bank and meet the established written policies of the Bank. Compliance with lending to Directors, Executive Officers and significant Shareholders of the Company is reviewed periodically by the Company’s internal audit function and the results of such audits are reported to the Audit Committee. In the opinion of Management, such loans have not involved more than the normal risk of collectability, nor have they presented other unfavorable features. The total amount of loans outstanding at December 31, 2022 to the Company’s Directors and Executive Officers and their affiliates was $29,489,954, which constituted 2.38% of the Bank’s total loans outstanding at that date.

Director Compensation

Fees paid by the Bank to its Directors as a group totaled $290,400 in 2022, but no fees are paid to Directors of the Company in their capacities as such. Of the $290,400 paid to the outside Directors, 64% of this amount was reinvested in the Company through the Employee Stock Purchase Plan.

CEO McKim, who is the only Director who is also an employee of the Company, receives no additional compensation for serving on the Board of Directors of the Company or the Bank. The following table of Director Compensation details compensation paid to Directors in 2022.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Name	Fees Earned or Paid in Cash(1) ($)		Stock Awards(2)
Robert B. Gregory		30,700		250
Renee W. Kelly		38,600		250
Mark N. Rosborough		44,000		250
Cornelius J. Russell		35,000		250
Stuart G. Smith		37,000		250
Kimberly S. Swan		33,200		250
Bruce B. Tindal		34,900		250
F. Stephen Ward		37,000		250

(1)

The Chair of the Board received an annual fee of $44,000. Each of the outside Directors of the Bank, with the exception of the Chair of the Board, received a Director’s fee in the amount of $1,000 for each meeting attended, and $700 for each meeting attended of a committee of which the Director is a member. In addition to meeting fees paid for meetings attended, Director Kelly as Chair of the Audit Committee until April 2022 received a stipend of $3,000. Each of the outside Directors also received a monthly retainer of $1,300, with the exception of the Chair of the Board.

(2)

On February 4, 2022, each director was awarded 250 shares based on the previous day’s closing price of $31.34. These shares had a one year vesting period.

The Company may purchase a single-premium life insurance policy on the life of a Director with a split dollar benefit divided equally between the Company and the Director’s estate. The Company believes that Bank Owned Life Insurance is a good

investment option for the Company and also provides key man protection upon the untimely death of a Director. The cash surrender value is an asset of the Company.

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INFORMATION ABOUT OUR EXECUTIVE
OFFICERS

Each Executive Officer of the Company and the Bank is identified in the following table, which also sets forth their respective offices and periods served as an Executive Officer of the Company or

the Bank which includes all such service, and not necessarily only service in such officer’s current office and position. The ages shown are as of December 31, 2022.

Name	Age	Current Office and Position	Period Served since (to Date)
Tony C. McKim	55	President & Chief Executive Officer of the Company and the Bank	2005
Richard M. Elder	57	Treasurer of the Company, Executive Vice President and Chief Financial Officer of the Company and the Bank	2016
Jonathan W. Nicholson	51	Executive Vice President and Chief Lending Officer of the Bank	2021
Peter C. Nicholson	43	Executive Vice President and Chief Fiduciary Officer of the Bank	2021
Susan A. Norton	62	Clerk of the Company, Executive Vice President and Chief Administrative Officer of the Bank	2002
Tammy L. Plummer	57	Executive Vice President and Chief Information Officer of the Bank	2016
Sarah J. Tolman	44	Executive Vice President and Chief Banking Officer of the Bank	2016

Please refer to Mr. McKim’s biography in “Proposal 1 — Election of Directors” on page 6.

	RICHARD M. ELDER			(57)			Treasurer of the Company, Executive Vice President and Chief Financial Officer of the Company and the Bank since 2016
	CAREER HIGHLIGHTS • Mr. Elder has been employed by the Bank since 1993 • Mr. Elder previously served as Manager of the Bank’s Boothbay Harbor branch and as Senior Commercial Loan Officer • Mr. Elder was promoted to Vice President of Retail Services in 2001, to Senior Vice President in 2005 and to Executive Vice President in 2016 • In January 2017, Mr. Elder was named Executive Vice President/Treasurer of the Bank and in January 2018 Chief Financial Officer of the Bank • In March 2018 he was promoted to Treasurer and Chief Financial Officer of the Company

	JONATHAN W. NICHOLSON			(51)			Executive Vice President and Chief Lending Officer of the Bank since 2021
	CAREER HIGHLIGHTS • Mr. Nicholson has been employed by the Bank since 1998 • Mr. Nicholson originally joined the Bank as Assistant Controller, and then served as VP/Financial Services • In 2008, Mr. Nicholson joined the commercial division as a Commercial Loan Officer and in 2011 was promoted to Vice President/Senior Commercial Loan Officer • In 2012, Mr. Nicholson was promoted to Senior Vice President/Senior Regional Commercial Loan Officer • In March 2021, Mr. Nicholson was named Executive Vice President/Chief Lending Officer of the Bank

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

	PETER C. NICHOLSON			(43)			Executive Vice President and Chief Fiduciary Officer of the Bank since 2021
	CAREER HIGHLIGHTS • Mr. Nicholson has been employed by the Bank since 2015 • Prior to joining First National Bank, Mr. Nicholson worked in the fields of Trust and Investment Management for another community bank as well as for a large national investment company • Mr. Nicholson previously served as Vice President, Senior Portfolio Manager, First National Wealth Management • In October 2018, Mr. Nicholson was promoted to Senior Vice President/Senior Portfolio Manager • In June 2021, Mr. Nicholson was named Executive Vice President/Chief Fiduciary Officer

	SUSAN A. NORTON			(62)			Clerk of the Company, Executive Vice President and Chief Administrative Officer of the Bank since 2002
	CAREER HIGHLIGHTS • Ms. Norton has been employed by the Bank since 1992 • Ms. Norton previously served as the Bank’s Education Officer and Compliance Officer • She was promoted to Vice President, Human Resources and Compliance in 2002, and to Senior Vice President, Human Resources and Compliance in 2005 • In January 2009, Ms. Norton was promoted to Executive Vice President and in January 2017 she was named Executive Vice President and Chief Administrative Officer • In February 2021 she was appointed Clerk of the Company • She currently holds the positions of CRA Officer, BSA Officer and Compliance Officer for the Bank

	TAMMY L. PLUMMER			(57)			Executive Vice President and Chief Information Officer of the Bank since 2016
	CAREER HIGHLIGHTS • Ms. Plummer has been employed by the Bank since 1985 in a variety of roles of increasing responsibility, including the role of Data Processing Manager • She was promoted to Senior Vice President, Chief Technology Officer in 2009 and to Chief Information Officer in 2015 • In January 2016, Ms. Plummer was promoted to Executive Vice President • She currently holds the position of Information Security Officer for the Bank

	SARAH J. TOLMAN			(44)			Executive Vice President and Chief Banking Officer of the Bank since 2016
	CAREER HIGHLIGHTS • Ms. Tolman has been employed by the Bank since August of 2014 • Prior to joining First National Bank, Ms. Tolman was a Vice President/Area Leader for a large National Bank • Ms. Tolman was promoted to Executive Vice President and Chief Banking Officer in January of 2016. Ms. Tolman oversees the daily activities of all branch offices as well as the phone banking center • She has nineteen years of banking experience, the last nine at First National Bank

EVP/Chief Lending Officer Jonathan Nicholson and EVP/Chief Fiduciary Officer Peter Nicholson are siblings. There are no arrangements nor

understandings between any Executive Officer and any other person pursuant to which that Executive Officer has been or is to be elected.

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EXECUTIVE COMPENSATION


				PROPOSAL 2 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Board of Directors is submitting for Shareholder approval, on an advisory basis, the compensation paid to the Company’s Named Executive Officers (“NEOs”) in 2022 as disclosed in this proxy statement. This vote is known as “Say-on-Pay”.

This is a non-binding resolution and accordingly will not have any binding legal effect regardless of whether or not it is approved and may not be construed as overruling a decision by the Company or the Board of Directors or to create or imply any change to the fiduciary duties of the Board. Furthermore, because this non-binding advisory resolution primarily relates to compensation of the NEOs that has already been paid or contractually committed, there is generally no opportunity for us

to revisit those decisions. However, the Compensation Committee intends to take the results of the vote on this proposal into account in its future decisions regarding the compensation of our NEOs.

Approval of the Company’s executive compensation policies and procedures would require that the number of votes cast in favor of the proposal exceeds the number of votes cast against it. Abstentions and broker non-votes will not be counted as votes cast and therefore will not affect the determination as to whether the Company’s executive compensation policies and procedures are approved. Because this shareholder vote is advisory, it will not be binding upon the Company’s Board of Directors.

The Board of Directors unanimously recommends that the shareholders vote FOR the approval of the Company’s executive compensation.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

CD&A CONTENTS

	20			I. EXECUTIVE SUMMARY
	21			II. PHILOSOPHY OF OUR EXECUTIVE COMPENSATION PROGRAM
	22			Compensation Policies and Practices
	22			III. CONSIDERATIONS IN DETERMINING EXECUTIVE COMPENSATION
	22			Independent Compensation Consultant
	23			Compensation Benchmarking
	24			IV. ELEMENTS OF THE COMPENSATION PROGRAM
	24			Base Pay
	24			Short-Term Incentives
	31			Long-Term Incentives — Stock Options and Restricted Stock Awards
	33			V. COMPENSATION MIX
	33			VI. COMPENSATON OF CHIEF EXECUTIVE OFFICER AND OTHER NEOS
	33			Base Pay
	34			Stock Grants/Long-Term Incentives
	34			Other Compensation

	35			VII. OTHER BENEFITS
	35			401(k) and Other Benefits
	35			Stock Purchase Plan
	35			Severance and Change of Control Benefits
	35			Company Vehicle
	35			Bank-Owned Life Insurance
	35			Supplemental Long-Term Disability Insurance
	36			VIII. STOCK OWNERSHIP GUIDELINES
	37			Executive Compensation Tables and Narrative
	37			Summary Compensation Table
	39			Grants of Plan-Based Awards Table
	39			Outstanding Equity Awards at Fiscal Year End Table
	40			Options Exercised and Stock Vested Table
	40			2022 Equity Incentive Plan Table
	40			Other Employee Benefits
	40			Compensation Policies and Practices
	42			CEO Pay Ratio
	46			Report of the Compensation Committee

For 2022, our Named Executive Officers were:

TONY C. MCKIM

SUSAN A. NORTON

RICHARD M. ELDER

SARAH J. TOLMAN

JONATHAN W. NICHOLSON

President and Chief
Executive Officer

Executive Vice
President and Chief
Administrative Officer

Executive Vice
President and Chief
Financial Officer

Executive Vice
President and Chief
Banking Officer

Executive Vice
President and Chief
Lending Officer

I. EXECUTIVE SUMMARY

The Compensation Committee of the Board of Directors of The First Bancorp, Inc. oversees the Company’s executive compensation program. The Committee consists solely of “Independent Directors,” i.e., those Directors who are neither officers nor employees of the Company or its subsidiaries nor have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment to carry out the

responsibilities of a Director and who are otherwise “independent” under the rules of NASDAQ.

The Committee has the direct responsibility to:

Review and approve corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer (“CEO”), evaluate the CEO’s performance in light of those goals and objectives and determine the CEO’s compensation level based on this evaluation. The corporate goals which are developed to encourage

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Management to not take undue or excessive risk are established jointly between the Compensation Committee and the CEO and are driven by the Company’s strategic plan and annual operating budget. In addition to the Company-wide goals, the Committee and the CEO jointly agree on individual performance goals for the CEO. Examples of these goals, which may vary from year to year, include the Company’s earnings targets, loan and deposit growth objectives, and risk management analysis, as well as specific individual goals such as implementing components of the approved strategic plan and leadership development.

Review and approve the compensation of all other NEOs and members of the Executive Management Team of the Company with recommendations and input from the CEO.

Review and approve grants, awards and issuances under, or any material amendment of, the Company’s equity-based long-term and short-term incentive plans, which are described below.

In consultation with Management, oversee regulatory compliance with respect to compensation matters, including overseeing the Company’s policies on structuring compensation programs to preserve tax-deductibility and, as and when required, establish performance goals and certify that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code.

Establish and review Company stock ownership guidelines for the CEO and other NEOs of the Company; and

Review and approve any severance or similar termination payments proposed to be made to any current or former NEO of the Company, and any agreements providing for such payments.

II. PHILOSOPHY OF OUR EXECUTIVE COMPENSATION PROGRAM

The Company recognizes that the attraction, motivation and retention of high-performing employees are among the key components of the organization’s past performance and future success. In support of that objective, the Compensation Committee believes that the most effective executive compensation program is one that rewards annually the achievement of established long-term and strategic goals and aligns executives’ interests with those of Shareholders and the long-term interests of the

Company. The Committee evaluates both performance and compensation of our executives relative to the compensation paid to similar executives at comparably sized and similarly performing banks. Our goal is to maintain an appropriate relationship between the compensation of our executives, their performance and the Company’s performance.

The overall objectives of our compensation program are to:


	Provide both short-term and long-term alignment between pay and performance			Align executives’ interests with those of our Shareholders			Remain competitive within the relevant marketplace in terms of total compensation			Enable the Company to attract, retain and motivate top talent

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EXECUTIVE COMPENSATION

The elements of our compensation program are discussed in more detail below, but in summary, the elements of our program are as follows:

	Pay Element			Description
	BASE SALARY			Base salary will target slightly above the market median (55th to 75th percentile) of the Company’s peer group, established by Pearl Meyer & Partners and described below, and will reflect the individual executive’s role, experience, and contribution to the Company
	SHORT-TERM INCENTIVES			Short-term incentives will reflect annual goals related to the Company’s profitability, performance against key metrics and the achievement of individual goals for each executive
	LONG-TERM INCENTIVES			Long-term incentives, which focus on achievement of longer-term objectives and seek to reduce incentives driven by short-term developments, may be awarded on an annual basis, and are intended to promote the retention of the Executive Management Team
	OTHER BENEFITS			Other benefits will be competitive and appropriate to attract and retain talented individuals

The Committee will determine an appropriate mix of base pay, short-term incentives and long-term incentives based on the executive’s position and tenure with the Company. All elements of our compensation are evaluated by the Compensation Committee to ensure they are not designed to or have the effect of encouraging or incentivizing Management to cause the Company to take excessive or undue risk.

In addition to the compensation program, the Compensation Committee has also established stock ownership guidelines for the CEO and other NEOs. These ownership guidelines further align the CEO’s and NEOs’ performance with the long-term goals of the Company.

The Company’s incentive compensation plan contains a “clawback” provision under which designated individuals may be required to reimburse the Company any excess bonus amount paid should the Company be required to prepare an accounting restatement due to the material noncompliance of the Company with applicable regulations or accounting standards and practices.

Total compensation is expected to vary each year, and evolve over the long-term, to reflect our performance relative to our peers and the industry with corresponding returns for our Shareholders.

COMPENSATION POLICIES AND PRACTICES

	What We Do			What We Don’t Do
	Independent Compensation Committee that approves all compensation for our Named Executive Officers Work with an independent compensation consultant annually to review compensation Annual Say-on-Pay vote Compensation Committee assesses compensation practices to eliminate or reduce incentives encouraging excessive risk Pay-for-performance philosophy Clawback policy			No pensions or any other enhanced benefit programs beyond those typically available to all employees Limited perquisites No employment agreements or commitments with respect to severance or change of control

III. CONSIDERATIONS IN DETERMINING EXECUTIVE COMPENSATION

INDEPENDENT COMPENSATION CONSULTANT

In 2022, Pearl Meyer & Partners, a consulting firm specializing in compensation and benefits for

financial institutions, conducted a comprehensive total senior executive compensation analysis for the

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Company. Pearl Meyer & Partners was chosen by the Compensation Committee and that choice is confirmed on an annual basis. The fee for the comprehensive compensation analysis is less than $30,000. The peer group utilized by the Company consisted of publicly traded non-metropolitan bank

holding companies located in New England, New York and Pennsylvania. The results of this review were used to guide the Committee’s refinement of the Company’s compensation philosophy and resulting compensation programs for senior executives.

COMPENSATION BENCHMARKING

Understanding and having a comparative analysis of the compensation of senior banking executives in the banking industry is a key element considered by the Committee in making compensation decisions. Similar to the Company’s past internal practices, Pearl Meyer assisted the Committee with defining a peer group of institutions of similar asset size and regional location. The peer group includes the three comparable banks located in the state of Maine and other banks located in similar non-metropolitan areas in the Northeast. The comparable companies are reviewed annually and may change slightly depending on changes either in the market or in the peer group banks themselves. The peer group targets approximately

20 institutions ranging from two-thirds to two times the Company’s size in terms of assets. The overall objective is to position the Company at slightly above the median salary levels of the peer group.

Performance factors will also be considered should a company in the peer group have performance that varies greatly from that of the group and/or the Company. We may discount a defined peer bank or drop a company from the group should performance vary widely.

The peer group used for 2022 was as follows:

ACNB Corporation	Cambridge Bancorp	Enterprise Bancorp, Inc.	Mid Penn Bancorp, Inc.
Arrow Financial Corporation	CNB Financial Corporation	ESSA Bancorp, Inc.	Northeast Bank
AmeriServ Financial, Inc.	Chemung Financial Corporation	Evans Bancorp, Inc.	Orrstown Financial Services, Inc.
Bar Harbor Bankshares	Citizens & Northern Corporation	Hingham Institution for Savings	Penns Woods Bancorp, Inc.
Camden National Corporation	Codorus Valley Bancorp, Inc.	HarborOne Bancorp, Inc.	Western New England Bancorp, Inc.

In addition to the peer group, the consultant included data from other industry databases and surveys including Pearl Meyer’s own annual survey. Data and competitive perspectives were assessed relative to base salary, total cash compensation, short- and long-term incentives, total direct

compensation, benefits and other compensation and total compensation. The Committee reviewed data individually and in the aggregate. Data from the review was used to develop pay guidelines and as a reference for decisions for both short-term and long-term incentive compensation.

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IV. ELEMENTS OF THE COMPENSATION PROGRAM

BASE PAY

Base salary is used to recognize the experience, skills, knowledge, and responsibilities required of all our employees, including our executives. Base salaries are reviewed at least annually by the Compensation Committee. When establishing base salaries for 2022, as noted previously, the Compensation Committee engaged the services of Pearl Meyer to conduct a comprehensive compensation analysis. One result of this analysis was the establishment of a peer group, detailed above, and the Committee decided to target base salaries just above the market median (55th to 75th percentile) of that peer group’s base compensation for similarly positioned executives.

As a high-performing Company with consistent results, specifically in the categories of Return on Assets, Return on Equity and Efficiency Ratio, that are typically in the upper third of our peer group, we believe that the base salaries of our executives should be reflective of our performance within our industry.

In addition to the peer group comparison, a variety of other factors are used to determine base compensation, including the:

•

The individual’s responsibility level,

•

Success of the individual in meeting their annual goals and,

•

Seniority of the individual.

The annual goals of the NEOs, other than the CEO, are set jointly by the CEO and the officer, and reviewed by the Compensation Committee. These goals are aligned with the Company’s annual goals and individualized for the area of responsibility of the NEO. For example, the goals of the Chief Lending Officer center on loan growth targets and loan quality parameters, the latter being measured on the basis of loan delinquency rates, level of non-performing loans and amount of loan charge-offs for the year. The Chief Financial Officer has goals based on asset/liability management, investment portfolio performance and quality of financial reporting.

SHORT-TERM INCENTIVES

In 2012, the Board of Directors approved a Short-Term Incentive Plan. The five NEOs and certain other senior executives are eligible for incentives under this program, which is part of a total compensation package including base salary, annual incentives, equity, and benefits. The philosophy of the Compensation Committee is to set competitive, reasonable base salaries and allow for the potential for meaningful incentives tied to the Company’s short-term initiatives to optimize profitability, growth, and excellence in individual performance, and to promote teamwork among its participants.

The plan is designed to:

Ensure clarity of expectations in terms of desired results.

Recognize and reward achievement of annual business goals.

Motivate and reward superior performance.

Encourage teamwork and collaboration among the Company’s leadership and across business groups.

Attract and retain talent needed to grow the Company/Bank.

Be competitive with market; and

Ensure incentives are appropriately risk-balanced (i.e., do not motivate or reward excessive risk taking).

Employees who are eligible for incentive awards must meet the following requirements:

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•

New hires must be employed prior to October 1st to be eligible to participate in the plan for the performance period. Employees hired after that date must wait until the next calendar year to be eligible for an award under the plan. Eligibility begins the first full month worked. Participants receive a pro-rated award using full months worked during the plan year.

•

Awards under the plan shall be limited to individuals employed by the Company/Bank on the date of payment, except in the case of disability, death, or retirement.

•

Participants on a performance improvement plan or with an unsatisfactory performance rating at the time of payment or who have given notice of resignation at the time of payment are not eligible to receive an award.

Each participant has a target incentive opportunity based on their role. The target incentive reflects a percentage of base salary determined to be consistent with competitive market practices. Actual awards are based on achievement of specific goals and could range from 0%, for not achieving minimal performance, to 150% of target, for exceptional performance. Each participant has five to eight predefined performance goals used to determine their short-term incentive award in three performance categories: Company-wide, individual specific, and discretionary. The goals are then weighted to reflect the focus and contribution for each position in the Company.

The plan is based on a balance of multiple measures, layered oversight, and reasonable ceilings for exceptional performance. The plan is structured to discourage excessive risk taking. The Compensation Committee reviews the plan design to ensure it is in line with best practices for risk. The altering, inflating and/or inappropriate manipulation of performance/financial results or any other violation of recognized ethical business standards will subject any participant to disciplinary action up to and including termination of employment. In addition, any incentive compensation as provided by the plan to which such a participant would otherwise be entitled will be revoked or subject to “clawback.”

The Short-Term Incentive Plan operates on a calendar year schedule (January 1 – December 31). Awards granted under this program are in the form of cash. Annual cash incentive awards will be paid out by March 15th immediately following the Plan year.

Since all NEO compensation is paid by the Bank, not the Company, the performance measures for the Short-Term Incentive Plan are based on the Bank’s, not the Company’s, 2022 performance.

The following tables summarize the performance measures, weightings, as well as potential and total payouts for each NEO in 2022:

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Tony C. McKim, President and Chief Executive Officer

Mr. McKim’s
2022 Base Salary
($)

2022 Incentive Target

2022 Actual Payout

As a % of Base Salary

Amount
($)

As a % of Base Salary

Amount
($)

670,000

40.0%

268,000

44.8%

300,145

Measure	Performance Measures											Incentive Opportunity Range
Measure	Threshold			Target			Stretch			Weight		Threshold ($)		Target ($)		Stretch ($)
Net Income $(000’s)		$	35,065		$	37,565		$	40,065		15.0%		20,100		40,200		60,300
Pre-Tax, Pre-Provision Return on Average Equity			11.09%			21.09%			31.09%		15.0%		20,100		40,200		60,300
Efficiency Ratio			50.57%			45.57%			40.57%		10.0%		13,400		26,800		40,200
Fee Income from Four Key Areas $(000’s)		$	10,000		$	14,000		$	18,000		10.0%		13,400		26,800		40,200
Implementation of Strategic Plan			50.00%			100.00%			150.00%		30.0%		40,200		80,400		120,600
Discretionary			50.00%			100.00%			150.00%		20.0%		26,800		53,600		80,400
Total											100.0%		134,000		268,000		402,000

Measure	Actual Achievement
Measure	Actual Performance			Payout Allocation		Weighted Payout Percentage		Actual Payout ($)
Net Income		$	39,831		145.32%		21.80%		58,419
Pre-Tax, Pre-Provision Return on Average Equity			24.85%		118.80%		17.82%		47,758
Efficiency Ratio			45.16%		104.10%		10.41%		27,899
Fee Income from Four Key Areas		$	13,973		99.66%		9.97%		26,709
Implementation of Strategic Plan			100.00%		100.00%		30.00%		80,400
Discretionary			110.00%		110.00%		22.00%		58,960
Total							111.99%		300,145

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Susan A. Norton, Executive Vice President and Chief Administrative Officer

Ms. Norton’s
2022 Base Salary
($)

2022 Incentive Target

2022 Actual Payout

As a % of Base Salary

Amount
($)

As a % of Base Salary

Amount
($)

285,000

25.0%

71,250

30.1%

85,852

Measure	Performance Measures											Incentive Opportunity Range
Measure	Threshold			Target			Stretch			Weight		Threshold ($)		Target ($)		Stretch ($)
Net Income $(000’s)		$	35,065		$	37,565		$	40,065		15.0%		5,343		10,687		16,030
Pre-Tax, Pre-Provision Return on Average Equity			11.09%			21.09%			31.09%		15.0%		5,343		10,688		16,031
Efficiency Ratio			50.57%			45.57%			40.57%		10.0%		3,563		7,125		10,688
Fee Income from Four Key Areas $(000’s)		$	10,000		$	14,000		$	18,000		10.0%		3,563		7,125		10,688
Implementation of Strategic Plan			50.00%			100.00%			150.00%		20.0%		7,125		14,250		21,375
Personnel Expense to Average Assets			1.01%			0.91%			0.81%		10.0%		3,563		7,125		10,688
Discretionary			50.00%			100.00%			150.00%		20.0%		7,125		14,250		21,375
Total											100.0%		35,625		71,250		106,875

Measure	Actual Achievement
Measure	Actual Performance			Payout Allocation		Weighted Payout Percentage		Actual Payout ($)
Net Income		$	39,831		145.32%		21.80%		15,531
Pre-Tax, Pre-Provision Return on Average Equity			24.85%		118.80%		17.82%		12,697
Efficiency Ratio			45.16%		104.10%		10.41%		7,417
Fee Income from Four Key Areas		$	13,973		99.66%		9.97%		7,101
Implementation of Strategic Plan			100.00%		100.00%		20.00%		14,250
Personnel Expense to Average Assets			0.90%		105.00%		10.50%		7,481
Discretionary			150.00%		150.00%		30.00%		21,375
Total							120.49%		85,852

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EXECUTIVE COMPENSATION

Richard M. Elder, Executive Vice President and Chief Financial Officer

Mr. Elder’s
2022 Base Salary
($)

2022 Incentive Target

2022 Actual Payout

As a % of Base Salary

Amount
($)

As a % of Base Salary

Amount
($)

275,000

25.0%

68,750

30.0%

82,496

Measure	Performance Measures											Incentive Opportunity Range
Measure	Threshold			Target			Stretch			Weight		Threshold ($)		Target ($)		Stretch ($)
Net Income $(000’s)		$	35,065		$	37,565		$	40,065		15.0%		5,155		10,312		15,468
Pre-Tax, Pre-Provision Return on Average Equity			11.09%			21.09%			31.09%		15.0%		5,156		10,313		15,468
Efficiency Ratio			50.57%			45.57%			40.57%		10.0%		3,438		6,875		10,313
Fee Income from Four Key Areas $(000’s)		$	10,000		$	14,000		$	18,000		10.0%		3,438		6.875		10,313
Implementation of Strategic Plan			50.00%			100.00%			150.00%		10.0%		3,438		6,875		10,313
Uniform Bank Performance Report Investment Yield Percentile			85.00%			90.00%			95.00%		20.0%		6,875		13,750		20,625
Discretionary			50.00%			100.00%			150.00%		20.0%		6,875		13,750		20,625
Total											100.0%		34,375		68,750		103,125

Measure	Actual Achievement
Measure	Actual Performance			Payout Allocation		Weighted Payout Percentage		Actual Payout ($)
Net Income		$	39,831		145.32%		21.80%		14,986
Pre-Tax, Pre-Provision Return on Average Equity			24.85%		118.80%		17.82%		12,251
Efficiency Ratio			45.16%		104.10%		10.41%		7,157
Fee Income from Four Key Areas		$	13,973		99.66%		9.97%		6,852
Implementation of Strategic Plan			100.00%		100.00%		10.00%		6,875
Uniform Bank Performance Report Investment Yield Percentile			96.00%		150.00%		30.00%		20,625
Discretionary			100.00%		100.00%		20.00%		13,750
Total							119.99%		82,496

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EXECUTIVE COMPENSATION

Sarah J. Tolman, Executive Vice President and Chief Banking Officer

Ms. Tolman’s
2022 Base Salary
($)

2022 Incentive Target

2022 Actual Payout

As a % of Base Salary

Amount
($)

As a % of Base Salary

Amount
($)

255,000

25.0%

63,750

31.3%

79,714

Measure	Performance Measures											Incentive Opportunity Range
Measure	Threshold			Target			Stretch			Weight		Threshold ($)		Target ($)		Stretch ($)
Net Income $(000’s)		$	35,065		$	37,565		$	40,065		15.0%		4,781		9,562		14,344
Pre-Tax, Pre-Provision Return on Average Equity			11.09%			21.09%			31.09%		15.0%		4,781		9,563		14,344
Efficiency Ratio			50.57%			45.57%			40.57%		10.0%		3,187		6,375		9,562
Fee Income from Four Key Areas $(000’s)		$	10,000		$	14,000		$	18,000		10.0%		3,188		6,375		9,562
Implementation of Strategic Plan			50.00%			100.00%			150.00%		10.0%		6,375		12,750		19,125
Local Funding Growth YTD Average $(000’s)		$	139,066		$	189,066		$	239,066		20.0%		3,188		6,375		9,563
Discretionary			50.00%			100,00%			150.00%		20.0%		6,375		12,750		19,125
Total											100.0%		31,875		63,750		95,625

Measure	Actual Achievement
Measure	Actual Performance			Payout Allocation		Weighted Payout Percentage		Actual Payout ($)
Net Income		$	39,831		145.32%		21.80%		13,896
Pre-Tax, Pre-Provision Return on Average Equity			24.85%		118.80%		17.82%		11,360
Efficiency Ratio			45.16%		104.10%		10.41%		6,636
Fee Income from Four Key Areas		$	13,973		99.66%		9.97%		6,354
Implementation of Strategic Plan			150.00%		150.00%		30.00%		19,125
Local Funding Growth YTD Average		$	139,536		50.47%		5.05%		3,218
Discretionary			150.00%		150.00%		30.00%		19,125
Total							125.04%		79,714

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EXECUTIVE COMPENSATION

Jonathan W. Nicholson, Executive Vice President and Chief Lending Officer

Mr. Nicholson’s
2022 Base Salary
($)

2022 Incentive Target

2022 Actual Payout

As a % of Base Salary

Amount
($)

As a % of Base Salary

Amount
($)

240,000

25.0%

60,000

31.9%

76,635

Measure	Performance Measures											Incentive Opportunity Range
Measure	Threshold			Target			Stretch			Weight		Threshold ($)		Target ($)		Stretch ($)
Net Income $(000’s)		$	35,065		$	37,565		$	40,065		15.0%		4,500		9.000		13,500
Pre-Tax, Pre-Provision Return on Average Equity			11.09%			21.09%			31.09%		15.0%		4,500		9,000		13,500
Efficiency Ratio			50.57%			45.57%			40.57%		10.0%		3,000		6,000		9,000
Fee Income from Four Key Areas $(000’s)		$	10,000		$	14,000		$	18,000		10.0%		3,000		6,000		9,000
Loan Growth YTD Average $(000’s)		$	78,500		$	123,500		$	168,500		15.0%		4,500		9,000		13,500
Past Due Loans/Total Loans YTD			0.65%			0.40%			0.15%		5.0%		1,500		3,000		4,500
Classified Loans to Equity			9.00%			4.00%			0.00%		10.0%		3,000		6,000		9,000
Discretionary			50.00%			100.00%			150.00%		20.0%		6,000		12,000		18,000
Total											100.0%		30,000		60,000		90,000

Measure	Actual Achievement
Measure	Actual Performance			Payout Allocation		Weighted Payout Percentage		Actual Payout ($)
Net Income		$	39,831		145.32%		21.80%		13,079
Pre-Tax, Pre-Provision Return on Average Equity			24.85%		118.80%		17.82%		10,692
Efficiency Ratio			45.16%		104.10%		10.41%		6,246
Fee Income from Four Key Areas		$	13,973		99.66%		9.97%		5,980
Loan Growth YTD Average		$	213,318		150.00%		22.50%		13,500
Past Due Loans/Total Loans YTD Average			0.17%		146.00%		7.30%		4,380
Classified Loans to Equity			1.07%		129.30%		12.93%		7,758
Discretionary			125.00%		125.00%		25.00%		15,000
Total							127.72%		76,635

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LONG-TERM INCENTIVES — STOCK OPTIONS AND RESTRICTED STOCK AWARDS

In 2010, the Company’s Shareholders voted to establish an equity-based long-term incentive plan. This plan expired in April 2020. At the 2020 Annual Meeting, the Company’s Shareholders voted to establish a new equity-based long-term incentive plan which grants authority to the Board of Directors to issue stock options, restricted stock, and other equity-based grants to retain and motivate existing high-performing employees and to attract new members to the Management team should the need arise. The purpose of this plan is to incentivize executives through equity ownership and align their interests with those of the Shareholders while providing mid-term and longer-term incentives tied to overall Company performance. It is among the objectives of this plan that, by having a portion of the executive’s compensation tied to the performance of the Company’s stock, the individual will be rewarded for enhancing long-term shareholder value.

The mid- to long-term outlook of this type of compensation serves as a balance to the short-term rewards of base compensation and the short-term incentive plan. Due to conservative vesting provisions, stock options and restricted stock grants are also designed to encourage an executive to remain with the Company. The value of the equity incentive granted is based on the Executive’s:

•

position in the organization,

•

level of responsibility,

•

impact on the Company’s performance, and

•

actual performance in meeting individual performance goals.

The plan is administered by the Compensation Committee of the Board of Directors. In conjunction with the equity plan, the Compensation Committee established a long-term incentive strategy which includes specific long-term incentive targets for the NEOs based on position in the Company. The strategy provides for safeguards, including clawbacks, to curtail undue short-term risk taking. The Compensation Committee is responsible for the design and oversight of these safeguards. The grants made with respect to 2022, 2021, and 2020 performance consisted solely of shares of restricted Company stock subject to vesting and forfeiture provisions.

For 2022 performance, grants under the long-term incentive plan were awarded by the Company’s Compensation Committee on January 26, 2023 and were based on the previous day’s closing price for the Company’s Common Stock of $29.30 per share. All awards have a cliff vesting period of three years with the exception of Ms. Norton’s shares which vest in two years. The following table summarizes the 2022 targets and actual grants to the NEOs under the long-term incentive program.

For 2022 Performance	Target (%)		Actual (%)		Value ($)		Shares (#)
Tony C. McKim		30.0%		30.0%		201,000		6,861
Susan A. Norton(1)		20.0%		20.0%		57,000		1,946
Richard M. Elder		20.0%		20.0%		55,000		1,878
Sarah J. Tolman		20.0%		20.0%		51,000		1,741
Jonathan W. Nicholson		20.0%		20.0%		48,000		1,639

(1)

On February 6, 2023, Ms. Norton was awarded an additional 1,000 shares of stock at the prior day closing price of $30.62. These shares were awarded for 2022 performance.

For 2021 performance, grants under the long-term incentive plan were awarded by the Company’s Compensation Committee on January 27, 2022, and were based on the previous day’s closing price for the Company’s Common Stock of $32.70 per

share. All awards have a cliff vesting period of three years. The following table summarizes the 2021 targets and actual grants to the NEOs under the long-term incentive program.

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EXECUTIVE COMPENSATION

For 2021 Performance	Target (%)		Actual (%)		Value ($)		Shares (#)
Tony C. McKim		30.0%		30.0%		183,000		5,597
Susan A. Norton		20.0%		20.0%		53,500		1,637
Richard M. Elder		20.0%		20.0%		50,000		1,530
Sarah J. Tolman		20.0%		20.0%		47,700		1,459
Jonathan W. Nicholson		20.0%		20.0%		44,000		1,346

For 2020 performance, grants under the long-term incentive plan were awarded by the Company’s Compensation Committee on January 28, 2021, and were based on the previous day’s closing price for the Company’s Common Stock of $24.39 per share. All awards have a cliff vesting period of

three years with the exception of Mr. Wootton’s, whose award fully vested on March 25, 2021, prior to his retirement(1). The following table summarizes the 2020 targets and actual grants to the NEOs under the long-term incentive program.

For 2020 Performance	Target (%)		Actual (%)		Value ($)		Shares (#)
Tony C. McKim		25.0%		30.0%		172,500		7,073
Charles A. Wootton(1)		15.0%		15.0%		40,800		1,673
Susan A. Norton		15.0%		20.0%		50,000		2,050
Richard M. Elder		15.0%		20.0%		45,000		1,845
Sarah J. Tolman		15.0%		20.0%		44,600		1,829

(1)

At the Compensation Committee meeting on January 28, 2021, the Committee voted to accelerate the vesting of grants awarded to Mr. Wootton to coincide with his 2021 retirement. An award of 1,243 shares granted January 26, 2017, that was scheduled to vest on January 26, 2022, vested on March 25, 2021 and an award of 1,362 shares granted January 4, 2018 that was scheduled to vest on January 4, 2022 also vested on March 25, 2021.

On May 15, 2020, Ms. Tolman was awarded 1,000 shares of restricted stock and Ms. Norton was awarded 500 shares based on the previous day’s closing price of $18.30 per share. These awards were granted for strong performance during the Covid-19 pandemic. These grants had a one-year vesting period. At the July Compensation Committee meeting (July 30, 2020), the Committee awarded Mr. McKim 1,500 shares of restricted stock based on the previous day’s closing price of $20.90 per share. This award was made to recognize his leadership during the pandemic. These shares had a one-year vesting period.

The Board of Directors is required to make appropriate adjustments in connection with the 2020 Plan and any outstanding awards to reflect stock dividends, stock splits and certain other events. In the event of a merger, liquidation, or other reorganization event, as defined in the 2020

Plan, the Board of Directors is authorized to provide for outstanding options or other stock-based awards to be assumed or substituted for, and, if the acquiring or succeeding corporation does not agree to assume or substitute for such awards, the Board of Directors is authorized to provide for the acceleration of any award, and if applicable, to make an award fully exercisable prior to consummation of the reorganization event or to provide for a cash out of the value of any outstanding options. Upon the occurrence of a reorganization event, the repurchase and other rights of the Company under each outstanding award shall inure to the benefit of the Company’s successor and shall apply to the cash, securities, or other property which the Common Stock was converted into or exchanged for pursuant to such reorganization event in the same manner and to the same extent as they applied to the Common Stock subject to such restricted stock award.

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EXECUTIVE COMPENSATION

V. COMPENSATION MIX

The Compensation Committee believes that the Company has developed, with assistance from Pearl Meyer, an appropriate mix of base pay, short-term incentives, and long-term incentives for the NEOs. Utilizing the 2020 Equity Incentive Plan, the Compensation Committee reviews the mix and determines how long-term incentives fit with total compensation. The Committee’s expectation is that long-term incentives will constitute 10% to 30% of total compensation depending on the executive and their position in the Company. In addition to the long-term incentive plan, the

short-term incentive plan approved by the Board in 2012 provides for short-term incentives that could also constitute 15% to 50% of total compensation depending on the executive, their position in the Company and the executive’s job performance in the prior year. With the addition of the short-term and long-term incentive programs, base compensation should constitute 50% to 80% of total pay depending on the executive, their position and individual achievement in relation to their goals. These percentages are based on industry averages and best practices.

Total Target Compensation Mix

[MISSING IMAGE: tm2134947d2-pc_neospn.jpg]

VI. COMPENSATION OF CHIEF EXECUTIVE OFFICER AND OTHER NEOS

BASE PAY

As noted previously, the Compensation Committee has established targets for base pay at just above the market median (55th to 75th percentile) of the Company’s peer group, based on recommendations by Pearl Meyer, and each executive’s actual base pay will reflect the executive’s role, experience, and contribution to the Company. CEO McKim was appointed President of the Bank in 2014 and he assumed the title of CEO of the Company on January 5, 2015. His salary for 2022 was set at $670,000, which placed him in the 65th percentile for the peer group. As noted above, the Compensation Committee will use the data provided by Pearl Meyer and will consider various other factors including the principles and criteria contained in the compensation philosophy and strategy, and 2022 operating results, to adjust his base salary to the target level selected by the Committee.

As part of its annual review the Compensation Committee reviewed the CEO’s salary in conjunction with the Company’s performance and the performance of banks included in the Company’s peer group. With assistance from Pearl Meyer, the Committee compares the CEO total target direct compensation to three-year total shareholder return (“3-Yr TSR”) as of December 31, 2021 for the Company and peer banks or holding companies. The key finding of this exercise is that Mr. McKim’s pay relative to the Bank’s 3-Yr TSR falls within the alignment corridor.

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EXECUTIVE COMPENSATION

[MISSING IMAGE: bc_executivecomp-4clr.jpg]

The Compensation Committee’s decisions related to 2022 base salaries were based on 2021 operating results. The Bank continued to outperform the

median levels of its national peer group in many areas, as measured by the Uniform Bank Performance Report. These included return on average assets, return on average equity, the efficiency ratio, and asset quality ratios. Building and strengthening the Company’s capital is a priority, and in 2022 the Company’s regulatory capital ratios remained strong. The Board and Management place a high value on building shareholder value, and the $0.32 per share quarterly dividend was increased to $0.34 per share in the second quarter of 2022. Additional detail on the Company’s performance is further detailed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in its Annual Report on Form 10-K.

STOCK GRANTS/LONG-TERM INCENTIVES

As noted above, in 2012, the Compensation Committee established specific long-term incentive targets for the NEOs based on position in the Company for grants to be made under the Equity Incentive Plan approved by the Shareholders in 2010, and the subsequent plan, which was approved by the Shareholders in 2020.

Grants for 2022 performance under the Long-Term Incentive Program were awarded on January 26, 2023 and were based on the previous day’s closing price for the Company’s common stock of $29.30 per share. All grants have three-year cliff vesting with the exception of Ms. Norton’s which have a two-year vesting period. The detail on these grants can be found on page 31.

Grants for 2021 performance under the Long-Term Incentive Program were awarded on January 27, 2022, and were based on the previous day’s closing price for the Company’s common stock of $32.70 per share. All grants have three-year cliff vesting. The detail on these grants can be found on page 32.

Grants for 2020 performance under the Long-Term Incentive Program were awarded on January 28, 2021, and were based on the previous day’s closing price for the Company’s common stock of $24.39 per share. All grants have three-year cliff vesting with the exception of Mr. Wootton’s, whose grant vested on March 25, 2021, prior to his retirement. The detail on these grants can be found on page 32.

On May 15, 2020, Ms. Tolman was awarded 1,000 shares of restricted stock and Ms. Norton was awarded 500 shares based on the previous day’s closing price of $18.30 per share. These awards were granted for strong performance during the Covid-19 pandemic. These grants had a one-year vesting period. At the July Compensation Committee meeting, (July 30, 2020) the Committee awarded Mr. McKim 1,500 shares of restricted stock based on the previous day’s closing price of $20.90 per share. This award was made to recognize his leadership during the pandemic. These shares had a one-year vesting period.

OTHER COMPENSATION

In 2022, there were no additional compensation items for the NEOs other than those detailed in the Executive Compensation Tables beginning on page 37 for CEO McKim, EVP Norton, EVP Elder, EVP Tolman, and EVP Nicholson.

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EXECUTIVE COMPENSATION

VII. Other Benefits

401(K) AND OTHER BENEFITS

The Company’s primary retirement plan is a 401(k) Plan. It is available to any employee who has attained the age of 18 and completed six months of continuous service with the Company. The Company typically provides a match at 50% of employee deferrals to the extent that the deferral does not exceed 6% of eligible compensation. In

2020, the Company converted to a Safe Harbor 401(k) plan. Under the Safe Harbor rules the Company makes a 3.0% Safe Harbor contribution to all eligible employees annually. Employee and employer contributions are 100% vested at all times.

STOCK PURCHASE PLAN

The Company has a stock purchase plan available to all employees and Directors that provides an opportunity to purchase shares of Company stock through payroll deduction. Directors may elect to have up to 100% of their fees applied to stock

purchases under the stock purchase plan. The purchase price is at the fair market value of the shares without a commission as determined by the NASDAQ closing price on the day the shares are purchased.

SEVERANCE AND CHANGE OF CONTROL BENEFITS

The Company does not have any employment agreements with any of the executives of the Company, and no contractual or Company policy commitments exist with respect to severance or change of control benefits.

COMPANY VEHICLE

Employees are provided mileage reimbursement for business travel when using their own vehicles. For certain NEOs a Company-owned vehicle may be provided subject to approval of the Compensation Committee. The non-business use

of the vehicle is taxable income to the executive and is included as part of the executive’s total compensation. In 2022 the only executive with a Company-provided vehicle was CEO McKim.

BANK-OWNED LIFE INSURANCE

The Company may purchase a single-premium life insurance policy on the life of an executive with a split dollar benefit divided between the Company and the executive’s estate. The Company believes that Bank Owned Life Insurance is a good

investment option for the Company and also provides key man protection upon the untimely death of a senior executive. The cash surrender value is an asset of the Company.

SUPPLEMENTAL LONG-TERM DISABILITY INSURANCE

In 2010, the Company purchased supplemental long-term disability insurance policies for the five most highly compensated executives at the time. Two of those executives, CEO McKim and EVP Norton, remain with the Company and are covered by this policy. This insurance was purchased as a

group policy through Union Central Insurance and is intended to assist with any shortfalls that may exist due to the insurance caps applicable to the Company’s overall group policy. The Company continues to review this benefit along with all other Company benefits on an annual basis.

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EXECUTIVE COMPENSATION

VIII. STOCK OWNERSHIP GUIDELINES

On October 17, 2012, the Compensation Committee voted to establish stock ownership guidelines applicable to Directors, NEOs, and other executives as recommended by the President and CEO and approved by the Compensation Committee.

Executives and Directors are expected to maintain ownership (by Company grant and individual ownership) of at least the following amounts of the Company’s stock:

	Participant			Required Value or Number of Shares
	Directors			5,000 shares
	President and CEO			2x base salary
	Named Executive Officers (other than the CEO)			1x base salary

As of December 31, 2022, all Directors and NEOs met the above stock ownership guidelines.

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Executive Compensation Tables and Narrative

SUMMARY COMPENSATION TABLE

The following Summary Compensation Table sets forth the cash and non-cash compensation for each of the last three fiscal years earned by the

Principal Executive Officer (“PEO”) the Principal Financial Officer as well as the three other highest paid active Executive Officers in fiscal 2022.

Name and Principal Position	Year		Salary ($)		Short-Term Bonus(1) ($)		Stock Awards(2) ($)		All Other Compensation(3) ($)		Total ($)
Tony C. McKim President and Chief Executive Officer		2022		670,000		300,145		201,000		21,108		1,192,253
		2021		610,000		335,080		183,000		20,194		1,148,274
		2020		575,000		244,620		203,850		19,856		1,043,326
Susan A. Norton Executive Vice President and Chief Administrative Officer		2022		285,000		85,852		87,620		18,655		477,127
		2021		267,500		88,823		53,500		17,760		427,583
		2020		250,000		82,532		59,150		17,431		409,113
Richard M. Elder Executive Vice President and Chief Financial Officer		2022		275,000		82,496		55,000		18,552		431,048
		2021		250,000		80,527		50,000		17,666		398,193
		2020		225,000		73,998		45,000		17,345		361,343
Sarah J. Tolman Executive Vice President and Chief Banking Officer		2022		255,000		79,714		51,000		18,391		404,105
		2021		238,500		93,015		47,700		17,488		396,703
		2020		223,000		73,340		62,900		17,179		376,419
Jonathan W. Nicholson Executive Vice President and Chief Lending Officer		2022		240,000		76,635		48,000		18,300		382,935
		2021		220,000		89,714		44,000		17,400		371,114
		2020		195,700		52,716		28,500		15,448		292,364

(1)

For 2021, the Compensation Committee of the Board granted cash bonuses outside of the STI program to the NEOs and to certain other senior executives. These amounts were: Mr. McKim received an additional bonus of $60,000. Ms. Norton and Mr. Elder each received an additional bonus of $5,000 each, and Ms. Tolman and Mr. Nicholson received additional bonuses of $15,000 each.

(2)

For 2022, the stock awards column includes an additional 1,000 shares awarded to Ms. Norton for performance in 2022. These shares were awarded on February 6, 2023, at the prior day’s closing price of $30.62. For 2020, the stock awards column includes grants made in January 2021 as well as the following additional grants, on May 15, 2020, Ms. Tolman was awarded 1,000 shares of restricted stock and Ms. Norton was awarded 500 shares based on the previous day’s closing price of $18.30 per share. These awards were granted for strong performance during the Covid-19 pandemic. These grants had a one-year vesting period. At the July Compensation Committee meeting (July 30, 2020), the Committee awarded Mr. McKim 1,500 shares of restricted stock based on the previous day’s closing price of $20.90 per share. This award was made to recognize his leadership during the pandemic. These shares had a one-year vesting period.

(3)

All Other Compensation is detailed in the table below and includes the following:

401(k) Match and Additional Contributions. In all years, the Company provided a match at 50.0% of employee deferrals to the extent that the deferral does not exceed 6.0% of eligible compensation. In 2020 the Company converted to a Safe Harbor 401(k) plan. Under the Safe Harbor requirements, a Safe Harbor contribution of at least 3.0% must be provided annually. In 2022, 2021 and 2020, a 3.0% Safe Harbor contribution was provided to eligible employees. All 401(k) match and additional contributions are subject to the IRS regulations that govern the maximum amount of an Officer’s earnings which are eligible to be considered for the match and profit share components of compensation.

Company-Owned Vehicle. The amounts shown include the value of personal use for Company-owned vehicles by the Named Executives, where applicable.

Economic Value of Life Insurance. The amounts shown include the value of the Named Executives’ portion of policies provided by Life Insurance Endorsement Split Dollar Plan agreement for Bank Owned Life Insurance.

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NEO	Year		401(k) Matching Contribution ($)		401(k) Safe Harbor(1) Contribution ($)		Company-Owned Vehicle ($)		Economic Value of Life Insurance ($)
Tony C. McKim		2022		9,150		9,150		2,204		604
		2021		8,700		8,700		2,204		590
		2020		8,550		8,550		2,288		468
Susan A. Norton		2022		9,150		9,150		—		355
		2021		8,700		8,700		―		360
		2020		8,550		8,550		―		331
Richard M. Elder		2022		9,150		9,150		—		252
		2021		8,700		8,700		―		266
		2020		8,550		8,550		―		245
Sarah J. Tolman		2022		9,150		9,150		—		91
		2021		8,700		8,700		―		88
		2020		8,550		8,550		―		79
Jonathan W. Nicholson		2022		9,150		9,150		—		—
		2021		8,700		8,700		―		—
		2020		7,724		7,724		―		—

(1)

In 2020, the Company moved to a Safe Harbor 401(k) plan and began providing a 3.0% Safe Harbor 401(k) contribution.

Stock-Based Compensation

At the 2010 Annual Meeting, the Company’s shareholders approved the 2010 Equity Incentive Plan (the “2010 Plan”). This Plan expired on April 28, 2020, leaving 215,513 shares not issued. At the 2020 Annual Meeting, shareholders approved the 2020 Equity Incentive Plan (the “2020 Plan”). This plan reserved 400,000 shares of Common Stock for issuance in connection with stock options, restricted stock awards and other equity-based awards to attract and retain the best available personnel, provide additional incentive to officers, employees and non-employee Directors and promote the success of our business. Such grants and awards will be structured in a manner that does not encourage the recipients to expose the Company to undue or inappropriate risk. Options issued under the 2020 Plan will qualify for treatment as incentive stock options for purposes of Section 422 of the Internal Revenue Code. Other compensation under the 2020 Plan will qualify as performance-based for purposes of Section 162(m) of the Internal Revenue Code and will satisfy NASDAQ guidelines relating to equity compensation. Currently, the Plan is only being used for the issuance of restricted stock.

In 2020, awards of 21,595 shares of restricted stock were made under the 2010 Plan representing Long-Term Incentives based on 2019 performance. These awards included 10,228 shares granted to the five NEOs as detailed in the table below and 5,092 shares granted to other executives. All of the NEOs’ shares had cliff vesting on the third anniversary of the grant except for EVP Wootton’s grant. Mr. Wootton’s award had a vesting period of one year. Vesting periods for other executives range from one to three years. In addition, awards of 6,275 shares were made in 2020 to a group of management employees based on 2019 performance with vesting periods of three years.

Also, in 2020, awards of 5,750 shares of restricted stock were made under the 2020 Plan representing Long-Term Incentives based on strong performance and leadership during the Covid-19 pandemic. These awards included 3,000 shares granted to three NEOs as detailed in the table below and 500 shares granted to another executive. These shares had a one-year vesting period. In addition, awards of 2,250 shares were made in 2020 to a group of management employees based on strong

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performance during the Covid-19 pandemic with vesting periods of three years.

In 2021, awards of 34,689 shares of restricted stock were made under the 2020 Plan representing Long-Term Incentives based on 2020 performance. These awards included 15,970 shares granted to the five NEOs as detailed in the table below and 6,819 shares granted to other executives. All of the NEOs’ shares have cliff vesting on the third anniversary of the grant except for EVP Wootton’s grant. Mr. Wootton’s award had a vesting period of less than one year to coincide with his retirement. Vesting periods for other executives range from one to three years. In addition, awards of 10,150 shares

were made in 2021 to a group of management employees based on 2020 performance with vesting periods of three years.

In 2022, awards of 28,745 shares of restricted stock were made under the 2020 Plan representing Long-Term Incentives based on 2021 performance. These awards included 11,569 shares granted to the five NEOs as detailed in the table below and 4,326 shares granted to other executives. All of the NEOs’ shares have cliff vesting on the third anniversary of the grant. In addition, awards of 10,850 shares were made in 2022 to a group of management based on 2021 performance with vesting periods of three years.

Grants of Plan-Based Awards for 2022(1)
Name	Grant Date		All Other Stock Awards: Number of Shares of Stocks or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Tony C. McKim		1/27/2022		5,597		—		—		183,000
Susan A. Norton		1/27/2022		1,637		—		—		53,500
Richard M. Elder		1/27/2022		1,530		—		—		50,000
Sarah J. Tolman		1/27/2022		1,459		—		—		47,700
Jonathan W. Nicholson		1/27/2022		1,346		—		—		44,000

(1)

The numbers of shares in this table do not include awards made on January 26, 2023, which are disclosed in previous tables and considered part of 2022 compensation.

The following table of Outstanding Equity Awards at Fiscal Year End presents all options granted to the five NEOs that were unexercised as of December 31,

2022, and all outstanding stock awards as of the same date:

	Option Awards								Stock Awards(1)
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares of Stock That Have Not Vested as of 12/31/22 (#)		Market Value of Shares of Stock That Have Not Vested as of 12/31/22 ($)
Tony C. McKim		—		—		—		—		18,214		551,520
Susan A. Norton		—		—		—		—		5,780		175,018
Richard M. Elder		—		—		—		—		5,760		174,413
Sarah J. Tolman		—		—		—		—		5,279		159,848
Jonathan W. Nicholson		—		—		—		—		5,370		162,604

(1)

The numbers of shares in this table do not include awards made on January 26, 2023, which are disclosed in previous tables and considered part of 2022 compensation.

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The following table of Options Exercised and Stock Vested presents the shares awarded to Named

Executive Officers that became vested in 2022. There are no stock option awards outstanding.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise		Value Realized on Exercise		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Tony C. McKim		—		—		6,525		207,849
Susan A. Norton		—		—		2,389		76,894
Richard M. Elder		—		—		2,085		67,089
Sarah J. Tolman		—		—		1,894		60,942
Jonathan W. Nicholson		—		—		1,853		59,584

The 2010 Plan expired on April 28, 2020, leaving 215,513 shares not issued. The following table

summarizes the Company’s 2020 Equity Incentive Plan as of December 31, 2022:

Plan category

Number of securities to be
issued upon exercise of
outstanding options, warrants
and rights

Weighted-average
exercise price of
outstanding options,
warrants and rights

Number of securities remaining
available for future issuance under
equity compensation plans(1)

Equity compensation plans approved by security holders

—

331,066

Equity compensation plans not approved by security holders

n/a

Total

—

331,066

(1)

The number of shares in this table does not include awards made on January 26, 2023, which are disclosed in previous tables and considered part of 2022 compensation.

Other Employee Benefits

The Bank provides all full-time employees with group life, health, short and long-term-disability insurance, along with Travel and Felonious Assault (TAFA) Insurance. A Flexible Benefits Plan is

available to all full-time employees after satisfying eligibility requirements and to part-time employees scheduled to work an average of at least 30 hours per week.

Compensation Policies and Practices

Compensation Programs

The Company has four primary means of compensating its employees: base pay, the Stakeholder Bonus Program, the short-term incentive plan, and the equity-based long-term incentive plan. Full details on these programs are provided in the Compensation Discussion and Analysis. A summary is provided below.

Base Pay: Base salary is used to recognize the experience, skills, and responsibilities of all of the

Company’s employees, including its Named Executive Officers. To determine appropriate levels of base pay for employees other than NEOs, the Company participates in a salary survey conducted by Pearl Meyer. This survey, conducted of financial institutions in New England provides much of the information needed to determine base pay for hourly employees, line supervisors and members of middle management. In 2022, the Company also utilized the Pearl Meyer’s Northeast Banking

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survey to provide further guidance on base pay for these groups of employees. For the average employee of the Company, it is expected that total compensation will be comprised of base pay, equaling 85% to 90% of total compensation, and that the Stakeholder Bonus Program will be 10% to 15% of total compensation. The total compensation mix for NEOs is detailed in the Compensation Discussion and Analysis.

Stakeholder Bonus Program: The other key component of compensation for most employees is the Stakeholder Cash Bonus program. This program is not available to NEOs and certain other senior officers. The Stakeholder program was originally implemented in 1994 and is available to all eligible employees. This element of the performance compensation program is designed to support the long-term viability of the Company and increase shareholder value. It addresses these objectives by tying the performance payout to multiple goals which include profitability, growth, productivity, and loan quality. The guiding principle is to reach a balance of these goals, which should collectively have a positive impact on maximizing long-term shareholder value without incentivizing employees to take undue risk. The Compensation Committee believes that this performance-based program provides a reward for high levels of current performance without sacrificing the achievement of long-term goals. Each year specific key performance indicators are chosen along with Company-wide financial performance trigger levels. The objective of the program is to align the performance of employees with the Company’s short- and long-term objectives so neither set of goals is sacrificed for the other.

Short-Term Incentive Plan: In 2012, the Board of Directors approved a short-term incentive plan for the five NEOs and certain other senior officers of the Company. This element of the compensation program is specifically designed to ensure clarity of expectations in terms of expected results on a short-term basis, to recognize and reward achievement of annual business goals, and to motivate and reward superior performance. This

program also ensures that incentives are appropriately risk-balanced in that they do not motivate, or reward excessive risk taking, and ensures that the Company is competitive with the market in order to attract and retain talent needed to grow the Company. The short-term incentive is intended to be a cash bonus.

Long-Term Incentive Plan: In 2010, the Company’s Shareholders voted to establish an equity-based long-term incentive plan. This plan expired in April 2020. At the 2020 Annual Meeting, the Company’s Shareholders voted to establish a new equity-based long-term incentive plan which grants authority to issue stock options, restricted stock, and other equity-based grants to retain existing high-performing employees and to attract new members to the Management team should the need arise. The purpose of this plan is to incentivize executives through equity ownership and align their interests with those of the shareholders while providing longer-term incentives tied to overall Company performance. It is among the objectives of this plan that, by having a portion of the executive’s compensation tied to the performance of the Company’s stock, the individual will be rewarded for enhancing long-term shareholder value.

The mid- to long-term outlook of this type of compensation serves as a balance to the short-term rewards of base compensation and the short-term incentive plan. Stock options and restricted stock grants are also intended to encourage an executive to remain with the Company. The value of the equity award granted reflects the executive’s position in the organization, level of responsibility, impact on the Company’s performance and actual performance in meeting individual performance goals.

Miscellaneous Compensation: In addition to the compensation elements outlined above, the Company also offers a small cash bonus for successful hiring referrals and for referrals to the Company’s investment management and financial services division.

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Compensation Policies and Practices and Risk Management

Management does not believe that the Company’s compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the Company. Incentive compensation is not tied to individual production volumes or other short-term measures but is instead focused on a balance of measures which

reward enhancing the Company’s long-term viability and performance. The Company has extensive risk monitoring and robust internal controls, and internal and external audit activities provide a deterrent against and a means of detecting such risk-increasing behaviors.

Compensation Committee Certification

During 2022, the Compensation Committee met with Senior Risk Officer, Tony C. McKim, to review the Company’s overall compensation program for all employees as well as for NEOs. Meetings were held on January 27, 2022, July 28, 2022, and November 1, 2022. The overall risk of the Bank’s compensation programs was discussed at the meeting on January 27, 2022. After discussing with

Mr. McKim, and a thorough review of the Company’s compensation programs, the Committee concluded that the compensation program for all employees, including NEOs, is balanced, aligning employees’ interests with those of shareholders, and is not reasonably likely to have a material adverse effect on the Company, including by incentivizing undue risk-taking.

Use of Compensation Consultants

The Compensation Committee contracted with Pearl Meyer in 2022 to conduct a comprehensive analysis of total compensation for the Company’s Named Executive Officers as well as for other

selected members of Management. The Bank also participated in Pearl Meyer’s salary survey for New England banks to determine salary ranges for other levels of employees as detailed above.

CEO PAY RATIO CALCULATION

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Regulation S-K (Item 402(u)), the Company calculated the total 2022 compensation of Tony C. McKim, President and Chief Executive Officer, and compared that compensation to that of the Company’s ‘median employee’. These calculations and the corresponding comparison were based on total compensation for all employees (other than Mr. McKim) as of December 31, 2022, by aggregating annual wages (including paid time off), the annual bonus paid under the Company’s Stakeholder bonus plan, any other bonuses paid for sales referrals, attendance, etc., and the 401(k) match paid by the Company. The end result was

compared with the total compensation of Mr. McKim found on page 37. The Company believes that the ratio of pay included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Based on this comparison, the total 2022 compensation of the President/CEO of the Company is 17.7 times that of the total 2022 compensation of the median employee which was $67,499. Because a limited number of our employees receive equity compensation, we did not consider this element in calculating the compensation of our employees other than Mr. McKim for purposes of this pay ratio.

Say on Pay

At the 2022 Annual Meeting, Shareholders were asked to approve (on a non-binding basis) the

compensation of the Company’s executives. The following table presents the results of the voting:

	For			Against						Abstain						Broker Non-Vote
	7,109,161					150,936						53,036						1,736,589

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The Board of Directors and the Compensation Committee were mindful of this vote as they considered compensation decisions made after the 2022 Annual Meeting and re-examined overall compensation strategies and philosophy. Based on the lowest percentage of Say on Pay yes votes in recent years of 88%, the Board feels that this level

of support is an indication of the Shareholders satisfaction with and their support of the Company’s executive compensation program. In 2020 the Shareholders voted to select an annual frequency of future shareholder compensation votes.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Company is required to provide annual disclosure of certain information regarding the relationship between compensation actually paid to our CEO and other NEOs and our financial performance.

The following table sets forth information required by Item 402(v) of Regulation S-K for each of the last two recently completed fiscal years, including: (i) the total compensation earned by our PEO (as

reported on our Summary Compensation Table), (ii) the compensation “actually paid” to our PEO (calculated in accordance with Regulation S-K), (iii) the average of the total compensation earned by our other NEOs (calculated based upon our Summary Compensation Table), (iv) the average compensation “actually paid” to our other NEOs (calculated in accordance with Regulation S-K), (v) our total shareholder return, and (vi) our net income:

Year(1)	Summary Compensation Table Total for PEO $(000s)		Compensation Actually Paid to PEO(2) $(000s)		Average Summary Compensation Table Total for Non-PEO NEOs $(000s)		Average Compensation Actually Paid to Non-PEO NEOs $(000s)		Total Shareholder Return Based on Investment of $100.00 on January 1		Net Income $(000s)
2022		1,193		1,143		424		416		128.71		38,990
2021		1,149		1,305		396		435		129.25		36,269

(1)

For each of the years presented above, our PEO was Tony C. McKim, and our other NEOs were Susan A. Norton, Richard M. Elder, Sarah J. Tolman and Jonathan W. Nicholson.

(2)

The table below details amounts deducted and added to calculate Average Compensation Actually Paid to the PEO and non-PEO NEOs.

	2021				2022
	PEO $(000s)		Average of NEO’s $(000s)		PEO $(000s)		Average of NEO’s $(000s)
Total Compensation per Summary Compensation Table (SCT)		1,148		396		1,192		424
Less: Value of Stock Grants Reported in SCT		(183)		(42)		(201)		(49)
Plus: Year-End Value of Stock Grants Awarded in Fiscal Year that are Unvested and Outstanding		269		54		168		45
Plus: Change in Fair Value of Prior Year Awards that are Outstanding and Unvested		63		26		(18)		(6)
Plus: Change in Fair Value of Prior Year Awards that Vested this year		7		0		3		2
“Compensation Actually Paid” for Year Shown		1,305		435		1,143		416

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Analysis of the Information Presented in the Pay versus Performance Table

As described in more detail in the section “Executive Compensation — Compensation and Analysis,” our executive compensation plan rewards annually the achievement of established long-term and strategic goals and aligns executives’ interests with those of Shareholders and the

long-term interests of the Company. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphs that describe the relationships between information presented in the Pay versus Performance table.

Compensation Actually Paid and Cumulative TSR

The following graph describes the relationship between the amount of compensation actually paid to Mr. McKim and the average amount of

compensation actually paid to our NEOs as a group (excluding Mr. McKim) and our cumulative TSR over the two years presented in the table.

[MISSING IMAGE: bc_actuallypaistsr-4clr.jpg]

Compensation Actually Paid and Net Income

The following graph describes the relationship between the amount of compensation actually paid to Mr. McKim and the average amount of

compensation actually paid to our NEOs as a group (excluding Mr. McKim) and our net income over the two years presented in the table.

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For further information regarding our compensation philosophy and how our executive compensation aligns with performance, refer to the discussion

under “Compensation Discussion and Analysis” beginning on page 20.

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Report of the Compensation Committee

To the Board of Directors of The First Bancorp, Inc.:

The Compensation Committee of The First Bancorp, Inc. certifies that:

It has reviewed with the senior risk officer the Named Executive Officer (”NEO”) compensation plans and has made all reasonable efforts to ensure that these plans do not encourage NEOs to take unnecessary and excessive risks that threaten the value of The First Bancorp, Inc.

It has reviewed with the senior risk officer the employee compensation plans and has made all reasonable efforts to limit any unnecessary risks these plans pose to The First Bancorp, Inc.

It has reviewed the employee compensation plans to eliminate any features of these plans that would encourage the manipulation of reported earnings of The First Bancorp, Inc. to enhance the compensation of any employee.

It has reviewed and discussed with Management of the Company the Compensation Discussion and Analysis disclosures contained in this Proxy Statement.

Based on the review described in (4) above, it recommended to the Company’s Board of Directors that such Compensation Discussion and Analysis disclosures be included in this Proxy Statement.

COMPENSATION COMMITTEE OF THE BOARD
OF DIRECTORS

Stuart G. Smith, Chair

Mark N. Rosborough

Cornelius J. Russell

Bruce B. Tindal

March 2, 2023

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AUDIT MATTERS


				PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

BerryDunn McNeil & Parker, LLC (“BerryDunn”) has served as independent auditor for the Company and the Bank since 1993. In the opinion of the Board of Directors, the reputation, qualifications, and experience of the firm make its reappointment appropriate for 2023. It is the desire of the Board of Directors and the Audit Committee that the appointment of BerryDunn as independent auditors be ratified by the Shareholders at the Annual Meeting.

Representatives from BerryDunn will be present at the Annual Meeting of Shareholders and will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from Shareholders.

This proposal will be adopted if the number of shares voted in favor of the proposal exceeds the number of shares voted against the proposal. Broker non-votes and abstentions will not be included in either total.

The Board of Directors unanimously recommends that the shareholders vote FOR the ratification of the appointment of BerryDunn as our independent auditors for 2023.

Audit Fees and Services

Name	Fiscal Year Ended December 31,
Name	2022 ($)		2021 ($)
Audit fees(1)		211,000		203,000
Audit-related fees		―		―
Tax fees(2)		31,000		29,000
All other fees(3)		19,000		23,000
Total fees		261,000		255,000

(1)

Audit fees represent the aggregate fees for professional services rendered by the principal accountant, BerryDunn, for the audit of the Company’s annual financial statements, audit of the Company’s internal control over financial reporting and review of interim financial statements included in the Company’s Form 10-K and Form 10-Q filings.

(2)

Tax fees represent the aggregate fees for professional services rendered by BerryDunn for tax compliance, tax advice and tax planning. The nature of the services comprising the fees disclosed under this category are preparation of federal and state tax returns, review of estimated tax payments, review of compliance with information reporting requirements, and tax planning.

(3)

All other fees represent the aggregate fees billed for services provided by BerryDunn, other than the services reported in “audit fees” and “tax fees.”. The nature of the services comprising the fees disclosed under this category is related to employee benefit plan audits and routine consulting.

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AUDIT MATTERS

None of the services described above were provided under the de minimis exception set forth in Rule 2-01 (c)(7)(i)(C).

All of the hours expended on BerryDunn’s engagement to audit the Company’s financial statements for the most recent fiscal year were attributed to work performed by BerryDunn full-time permanent employees.

As provided for in the Company’s Audit Committee Charter, the Audit Committee pre-approves, or adopts appropriate procedures to pre-approve, all audit and non-audit services to be provided by the Company’s independent auditors.

Report of the Audit Committee

To the Board of Directors of The First Bancorp, Inc.:

The Audit Committee has reviewed and discussed with Management the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022.

The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the auditing standards of the Public Company Accounting Oversight Board (“PCAOB”).

The Audit Committee has received and reviewed the written disclosures from the independent registered public accounting firm regarding independence as required by the PCAOB and the SEC and has discussed with the independent registered public accounting firm its independence from the Company and Management. The Audit Committee also considered whether the services

provided by the independent registered public accounting firm to the Company are compatible with maintaining the auditors’ independence. The Audit Committee concluded the independent registered public accounting firm is independent and qualifies to serve as the Company’s auditor.

Based on the reviews and discussions referred to above, the Audit Committee recommends to the Board of Directors that the financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Each of the members of the Audit Committee is independent as defined under the listing standards of NASDAQ.

The Company’s Audit Committee Charter, as adopted by the Board of Directors, can be accessed on the Company’s website at https://investors.thefirst.com/.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

F. Stephen Ward, Chair

Mark N. Rosborough

Stuart G. Smith

Kimberly S. Swan

March 2, 2023

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STOCK OWNERSHIP INFORMATION

Security Ownership of Directors, Management and Principal Shareholders

The following table sets forth the number of shares of Common Stock of the Company beneficially owned as of February 16, 2023 by:

(i)

each person known by the Company to own beneficially more than 5.0% of the Company’s Common Stock,

(ii)

each nominee for Director of the Company,

(iii)

the Named Executive Officers, and

(iv)

all Executive Officers and Directors of the Company as a group.

Except as otherwise indicated below, each of the Directors and Executive Officers and persons owning more than five percent of the Company’s stock has sole voting and investment power with respect to all shares of stock beneficially owned as set forth opposite their name.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percentage Beneficially Owned
5% OWNERS
The Midwest Trust Company(1) 5901 College Boulevard, Suite 100 Overland Park, Kansas		918,659		8.29%
First National Wealth Management(1) A division of First National Bank 223 Main Street Damariscotta Maine		734,857		6.63%
BlackRock Fund Advisors(1) 400 Howard Street San Francisco, California		641,063		5.79%

(1)

Information regarding The Midwest Trust Company, First National Wealth Management and BlackRock Fund Advisors is based solely upon information obtained from NASDAQ.

Name of Beneficial Owner	Direct Holdings(1)		Spouse’s Holdings		Trustee for First Fruit Foundation		Trustee for Ruth Jones Foundation		Trustee for Anne Rosborough Trust		Percentage Beneficially Owned
DIRECTORS
Robert B. Gregory		47,210		4,177		3,600		5,000				*
Renee W. Kelly		8,001										*
Tony C. McKim		117,306										1.06%
Mark N. Rosborough		174,654		5,090						1,850		1.64%
Cornelius J. Russell		10,364										*
Stuart G. Smith		112,619										1.02%
Kimberly S. Swan		8,513										*
Bruce B. Tindal		21,854		1,000								*
F. Stephen Ward		43,913										*

Less than one percent of total outstanding shares

(1)

Direct holdings include sole ownership, joint ownership, DRIP, ESPP, Grants and 401(k) Shares

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STOCK OWNERSHIP INFORMATION

Name of Beneficial Owner

Number of Shares of
Common Stock
Beneficially Owned(1)

Number of Shares of
Common Stock
Indirectly Owned

Percentage
Beneficially
Owned

EXECUTIVES

Susan A. Norton

31,699

442

Richard M. Elder

23,104

Jonathan W. Nicholson

12,071

Sarah J. Tolman

11,390

Total ownership of all directors and executive officers
as a group (15 persons)

665,597

6.01%

Less than one percent of total outstanding shares

(1)

Beneficially Owned shares include sole ownership, joint ownership, DRIP, ESPP, Grants and 401(k) Shares

The Company does not have a policy regarding the ability of employees (including officers) or Directors of the Company, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps,

collars and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of registrant equity securities.

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ADDITIONAL INFORMATION

Information about the Annual Meeting and Voting

This Proxy Statement is being furnished to Shareholders of The First Bancorp, Inc. (the “Company”), the parent company of First National Bank (the “Bank”), in connection with the

solicitation of Proxies on behalf of the Board of Directors, to be used at the Annual Meeting of Shareholders of the Company to be held:

When			Where			Record Date
Wednesday, April 26, 2023 11:00 a.m. Eastern Daylight Time			Virtually at www.virtualshareholdermeeting.com/FNLC2023			February 16, 2023

This Proxy Statement is first being mailed to Shareholders on March 15, 2023. This solicitation is made by the Company, which will bear the expenses thereof.

herein, FOR approval of the matters described previously and upon the transaction of such other business as may properly come before the meeting, in accordance with the best judgment of the persons appointed as Proxies; provided, however, that broker non-votes will not be voted in favor of the election of Directors.

Proxies solicited hereby may be exercised only at the Annual Meeting and any adjournment thereof and will not be used for any other meeting.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 26, 2023
		The First Bancorp’s annual report to shareholders and proxy statement are available at http://materials.proxyvote.com/31866P

PURPOSE OF THE ANNUAL MEETING AND BOARD VOTING RECOMMENDATIONS

Proposals	Board Recommendation		For More Information, See Page
1 Election of eight director nominees to serve for a one-year term		FOR each nominee	5
2 Approval, on an advisory basis, of the compensation of our named executive officers (Say-on-Pay)		FOR	19
3 Ratification of the Audit Committee’s selection of Berry Dunn McNeil & Parker, LLC as our independent auditors for 2023		FOR	47
Transaction of such other business as may properly come before the meeting or any adjournment thereof

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ADDITIONAL INFORMATION

As of the date of this proxy statement, we are not aware of any business to come before the Annual Meeting other than Proposals 1 through 3, noted above.

WHO CAN ATTEND THE ANNUAL MEETING

Only Shareholders of record at the close of business on the record date of February 16, 2023 are entitled to receive notice of and to vote the shares of our common stock that they held on that date. On the Voting Record Date, there were 11,076,913 shares of Common Stock of the Company issued and outstanding. Each share of Common Stock is entitled to one vote at the Annual Meeting on all matters properly presented thereat.

To attend and participate in the Virtual Annual Meeting, you will need the 16-digit control number included on your proxy card or the instructions that accompanied your proxy materials.

To protect the safety and health of our employees and shareholders, as well as allow our out of state shareholders to easily attend the meeting, the Board of Directors has decided to hold the Annual Shareholder Meeting virtually this year. To attend and participate in the Virtual Annual

Meeting, you will need the 16-digit control number included on your proxy card or the instructions that accompanied your proxy materials. The control number will allow you to access the meeting materials, to vote at the meeting, and to ask questions. Shareholders may present questions prior to the meeting to Carrie Warren, the Inspector of Election at carrie.warren@thefirst.com or post questions any time during the meeting. Any questions will be answered in the order in which they were received upon the completion of Management’s presentation. Should a shareholder have technical difficulties during the meeting, a toll-free technical support line will be available.

The entire meeting including any questions posed by Shareholders will be available for viewing 24 hours after the conclusion of the meeting and for up to one year after.

HOW TO VOTE

Regardless of the number of shares you own your vote is important. Whether or not you expect to attend the meeting, the prompt return of your proxy will save follow-up expenses and assure the proper representation of your shares. You may revoke your proxy if you so desire at any time before it is voted.

Have your proxy card or voting instruction form with your 16-digit control number and follow the instructions.

INTERNET

TELEPHONE

MOBILE
DEVICE

MAIL

AT THE
MEETING

REGISTERED HOLDERS

www.proxyvote.com, 24/7

Within the United States and Canada,
1-800-690-6903
(toll-free)

Scan the QR code
[MISSING IMAGE: tm2134947d1-icon_qr974c.jpg]

Mark, date, sign and promptly return the enclosed proxy card, using the postage-paid
envelope provided

Attend the virtual annual meeting and cast your ballot online

BENEFICIAL OWNERS
(HOLDERS
IN STREET NAME)

www.proxyvote.com, 24/7

Within the United States and Canada,
1-800-454-8683
(toll-free)

Scan the QR code
[MISSING IMAGE: tm2134947d1-icon_qr974c.jpg]

Return a properly executed voting instruction form by mail, depending upon the method(s) your broker, bank or other nominee makes available

Attend the virtual annual meeting and cast your ballot online

DEADLINE

Vote by 11:59 P.M. ET on 04/25/2023 for shares held directly and by 11:59 P.M. ET on
nominee 04/23/2023 for shares held in a Plan

If you are a beneficial owner, please refer to the information provided by your broker, bank or other nominee

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ADDITIONAL INFORMATION

BROKER NON-VOTES

Shares held in “street name” by banks, brokers or other nominees who indicate on their proxy cards that they do not have discretionary authority to vote such shares as to a particular matter, which we refer to as “broker non-votes,” will be counted for the purpose of determining whether a quorum

exists but will not be considered as present and entitled to vote with respect to a particular matter unless the beneficial owner(s) of the shares instructs such record holder how to vote such shares.

VOTING REQUIREMENTS

Proposal	Vote Requirement	Effect of Abstentions and Broker Non-Votes
1 Election of Directors	The vote of the holders of a majority of the outstanding shares of stock entitled to vote at the meeting	• Broker non-votes: the effect of a vote against • Abstentions: the effect of a vote against
2 Say-on-Pay	The affirmative vote of the holders of the majority of shares present in person or represented by proxy at the annual meeting and entitled to vote; this vote is advisory so it will not be binding upon the Company’s Board of Directors	• Broker non-votes: no effect • Abstentions: the effect of a vote against
3 Ratification of Appointment of Auditor	The affirmative vote of the holders of the majority of shares present in person or represented by proxy at the annual meeting and entitled to vote.	• Broker non-votes: no effect • Abstentions: the effect of a vote against

HOW TO CHANGE YOUR VOTE

Any Shareholder giving a Proxy has the power to revoke it at any time before it is exercised by:

filing with the Clerk of the Company a written notice thereof, to:

Susan A. Norton
The First Bancorp, Inc.
Post Office Box 940
223 Main Street
Damariscotta, Maine 04543

submitting a duly executed Proxy bearing a later date; or

attending the Virtual Annual Meeting and vote using the voting button.

Whether you are a stockholder of record, or a beneficial owner of shares held in street name, your attendance at the Annual Meeting will not automatically revoke your proxy.

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ADDITIONAL INFORMATION

HOW THE VOTES WILL BE COUNTED

Carrie A. Warren, our Inspector of Election, will tabulate the votes while a representative of Broadridge, the Company’s transfer agent, will certify the votes.

HOW TO FIND THE RESULTS OF THE VOTING AFTER THE ANNUAL MEETING

We will announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

Information about Shareholder Proposals

If you wish to submit a proposal to be included in the Company’s 2024 proxy statement for the 2024 Annual Meeting of Shareholders, the Company must receive it not less than 120 calendar days prior to the first anniversary of the date of this proxy statement, pursuant to the proxy solicitation regulations of the SEC. SEC rules contain standards as to which Shareholder proposals are required to be included in the proxy statement. Any such proposal will be subject to 17 C.F.R. ss.240.14a-8 of the rules and regulations promulgated by the SEC.

•

Under the Company’s Bylaws, if you wish to nominate a Director or bring other business

before an annual meeting, you must be a Shareholder of record and have continuously held at least $2,000 in market value of the Company’s Common Stock (as determined by the President) for at least one year as of the date of submittal of such proposal and continue to hold those securities through the date of such annual meeting.

•

Your notice must contain specific information required in the Company’s Bylaws.

Shareholder Communication with the Board

Shareholders and other parties interested in communicating directly with the Non-Management Chair of the Board or with other Non-Management Directors as a group may do so by writing to:

Chair
The First Bancorp, Inc.
Post Office Box 940
223 Main Street
Damariscotta, Maine 04543

The Board approved a process requiring that all such addressed correspondence be reviewed by the Secretary to the Board. The Board Secretary, upon review of the correspondence, will forward to the Non-Management Chair all such correspondence that deals with the functions of the Board or committees thereof. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company’s Audit Committee Chair in accordance with procedures established by the Audit Committee with respect to such matters.

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ADDITIONAL INFORMATION

Accessing Company Financial Statements and Reports and Online Information

An annual report to Shareholders, including consolidated financial statements of the Company and its subsidiaries prepared in conformity with generally accepted accounting principles, is being distributed to all Company Shareholders of record as of the close of business on February 16, 2023 and is enclosed herewith.

		Shareholders may obtain without charge a copy of the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K.
					Written requests should be directed to: Richard M. Elder, Treasurer The First Bancorp, Inc. Post Office Box 940, 223 Main Street Damariscotta, Maine 04543
					Materials may also be accessed online at: http://materials.proxyvote.com/31866P

The First Bancorp, Inc.’s website address is https://investors.thefirst.com. All press releases, SEC filings and other reports or information issued by the Company are available at this website, as well as the Company’s:

•

Code of Ethics for Senior Financial Officers,

•

Code of Business Conduct and Ethics,

•

Corporate Governance Guidelines,

•

Audit Committee Charter,

•

Compensation Committee Charter, and

•

Governance Committee Charter.

•

Environmental, Social & Governance Report

Other Matters

The Annual Meeting is called for the purposes set forth in this notice. Management is not aware of any other matter that will come before the meeting. However, if any other business should come before the meeting, your Proxy, if signed and returned, will give to the persons designated in

its discretionary authority to vote according to their best judgment. It is the intention of the persons named in the Proxy in absence of contrary instructions in the to vote pursuant to the Proxy in accordance with the recommendations of Management.

By Order of the Board of Directors,

SUSAN A. NORTON
Clerk

Damariscotta, Maine
March 15, 2023

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Photograph on folio 5 by Matthew Parisot
Photograph on folio 19 by Dale Joyce
Photograph on folio 44 by Laura Zamfirescu

Back cover photographs by:

(top row, left to right) Lauren Remington, Kevin Burnham and Dennis Boyd
(middle row, left to right) Jolene Andrews, Laura Zamfirescu and Katie Dyer
(bottom row, left to right) Dayna Herz, Carisa Landeis and Stephen Vecchiotti

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THE FIRST BANCORP, INC. C/O BROADRIDGEP.O. BOX 1342 BRENTWOOD, NY 11717 SCAN TOVIEW MATERIALS & VOTEVOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 04/25/2023 for shares held directly and by 11:59P.M. ET on 04/23/2023 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/FNLC2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 04/25/2023 for shares held directly and by 11:59 P.M. ET on 04/23/2023 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY The Board of Directors recommends you vote FOR the following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 1.Election of DirectorsNominees 000 01) Robert B. Gregory02) Renee W. Kelly03) Tony C. McKim04) Cornelius J. Russell05) Stuart G. Smith06) Kimberly S. Swan07) Bruce B. Tindal08) F. Stephen WardThe Board of Directors recommends you vote FOR proposals 2 and 3.ForAgainst Abstain 2.To approve (on a non-binding basis), the compensation of the Company's executives, as disclosed in the Company's annual report and proxy statement.3.To ratify the Board of Directors Audit Committee's selection of Berry Dunn McNeil & Parker, LLC, as independent auditors for the Company for 2023.NOTE: To transact such other business as may properly come before the meeting or any adjournment thereof.Please date and then sign exactly as name appears above. Only one joint tenant need sign. When signing as attorney, executor, administrator, trustee or guardian, or in any representative capacity, please give full title. 000000 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Proxy Statement and Annual Report are available at www.proxyvote.comTHE FIRST BANCORP, INC.Virtual Annual Meeting of Stockholders April 26, 2023 11:00 AMThis proxy is solicited by the Board of DirectorsThe undersigned hereby appoints Tony C. McKim and Richard M. Elder as Proxies, each with power to appoint a substitute, and hereby authorizes them to represent and to vote, as designated below, all the shares of common stock of the Company held of record by the undersigned as of the close of business on February 16, 2023, at the Virtual Annual Meeting of Stockholders to be held on Wednesday, April 26, 2023, or at any adjournment thereof.THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED ON BEHALF OF THE UNDERSIGNED STOCKHOLDER IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF PROPOSALS 1, 2 AND 3 AND IN THE DISCRETION OF MANAGEMENT WITH RESPECT TO ANY OTHER MATTERS WHICH MAY COME BEFORE THE MEETING. HOWEVER SHARES HELD IN STREET NAME BY BANKS, BROKERS OR OTHER NOMINEES WHO INDICATE ON THEIR PROXY CARDS THAT THEY DO NOT HAVE DISCRETIONARY AUTHORITY TO VOTE SUCH SHARES AS TO A PARTICULAR MATTER, WHICH WE REFER TO AS “BROKER NON-VOTES,” WILL BE COUNTED FOR THE PURPOSE OF DETERMINING WHETHER

A QUORUM EXISTS BUT WILL NOT BE CONSIDERED AS PRESENT AND ENTITLED TO VOTE WITH RESPECT TO A PARTICULAR MATTER.Continued and to be signed on reverse side

First Bancorp (NASDAQ:FNLC)
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