Form DEF 14A - Other definitive proxy statements

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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:

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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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):

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No fee required.

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Fee paid previously with preliminary materials.

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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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Message from Our Chief Executive Officer

Dear Shareholders:

While 2022 was somewhat of a return to normalcy after the unusual experiences of the pandemic, 2023 presented a number of challenges for the banking industry and The First Bancorp. The cycle of interest rate increases begun by the Federal Reserve in 2022 and sustained in 2023 coupled with concerns around the failure of several large regional banks in the spring combined to materially impact the Bank’s bottom line.

Net income for your Company was $29.5 million, a decrease of 24.3% from the $39.0 million reported for the year ended December 31, 2022. Earnings per common share on a fully diluted basis were down $0.87 to $2.66 per share, a decrease of 24.6% from the prior year. While earnings were down from a record year in 2022, we overcame significant headwinds to earn a Pre-Tax, Pre-Provision (PTPP) (non-GAAP) Return on Average Assets of 1.29% and a PTPP Return on Average Tangible Common Equity of 18.11%(1). Primary drivers of our 2023 earnings performance were a 14.4% year-over-year decrease in net interest income before loan loss provision and controlled operating expenses. The change in net interest income was the result of significantly increased funding costs, partially offset by loan growth. Our net interest margin was 2.49% for the year compared to 3.15% in 2022. As noted, operating costs were tightly controlled, with a small decrease in total expenses from the prior year.

Despite this challenging environment, we continued to support businesses and communities across our footprint by extending over $575 million in new loans, adding to, and enhancing our digital banking capabilities, and providing best in class service to our growing customer base.

Details of your Company’s financial performance are found in our 10-K document. Below you will find additional financial highlights as well as information about some of our 2023 successes and what we are looking forward to in 2024.

2023 FINANCIAL HIGHLIGHTS

•

Total assets increased $207.5 million ending the year at $2.95 billion.

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Total loans grew to $2.13 billion, an increase of $214.8 million or 11.2% year-over-year.

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Total deposits grew to $2.60 billion, an increase of $220.8 million or 9.3% year-over-year.

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Asset Quality continued to be excellent demonstrated by a Non-Performing Assets to Total Assets ratio of 0.07%.

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Strong Liquidity with day one capacity to cover more than 150% of uninsured deposits.

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Tangible Book Value per share of $19.12 up $1.19 per share from a year ago.

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Efficiency Ratio (non-GAAP) remained favorable to peer at 52.43% for 2023.

EMPLOYEE ENGAGEMENT

Engaging our employees in the work we do, and the goals of your Company has been one of our priorities since we began our strategic planning process in 2014. Our goal as an employer is to not only take care of our employees’ basic needs — paying a fair wage, providing the necessary benefits for them and their families, but also to help them recognize that they are part of the bigger picture. We want all of our employees to understand how they contribute to our annual corporate enterprise goals and how they help us reach our strategic goals. In 2023, we collaborated with an outside vendor to conduct an employee engagement survey. With close to 90% of our employees completing the survey, the results were overwhelmingly positive. In the overall engagement category

Despite this challenging
environment, we continued to support businesses and communities around our footprint. [MISSING IMAGE: ic_quotesdown-bw.gif]

(1)

Information regarding PTPP Return on Average Assets, PTPP Return on Average Tangible Common Equity, Efficiency Ratio, which are non-GAAP measures, and reconciliations of each to their most directly comparable GAAP financial measures, are set forth in the Appendix.

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as well as in the ratings employees gave for their experiences with their job, their manager, the people with whom they work and the Company, we exceeded the benchmarks in all categories. It was heartening to not only see the numerical results but also to read the wonderful comments employees made about their jobs and the pride they feel in working for your Company. As a further hallmark of the level of employee engagement at your Company, our employees collectively volunteered over 11,000 hours of time serving their communities in 2023. We are always pleased to support these efforts which range from serving on boards of non-profits to volunteering at local food pantries. Being a true community banker means serving our communities in a variety of ways.

LOOKING AHEAD

2023 was definitely a challenging one for your Company, but we continue to live by our brand phrase “Our Best Days Are Ahead” and we believe that as much today as we ever have. That phrase was put into action during the fourth quarter of 2023 as we enthusiastically dove into creating a new three-year strategic plan. This new plan, which we will implement in 2024-2026, was influenced by every employee in the Bank. We put our management team to work, having listening sessions with their employees and getting their ideas on the future of First National Bank. With initiatives ranging from Organic and Inorganic Growth to Facilities Improvements to Enterprise Risk Management, we have action items in place to foster continued growth and success for your Company. As we start 2024, we are diving right in to set our goals based on these initiatives.

As we look ahead, I want to thank all of you for the faith you show in me to lead your Company. I could not do it without our fantastic team, and our Board of Directors that I have by my side as we navigate these unusual times. I am humbled by your faith in me.

TONY C. MCKIM
President and CEO

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Notice of 2024 Annual Meeting of Shareholders

	When			Where			Record Date
	Wednesday, April 24, 2024 11:00 a.m. Eastern Daylight Time			Virtually at: www.virtualshareholdermeeting.com/FNLC2024			Only shareholders of record at the close of business on February 15, 2024 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 2024
	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

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

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 04/23/2024 for shares held directly and by 11:59 P.M. ET on 04/21/2024 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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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/FNLC2024, on Wednesday, April 24, 2024, 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, 2024. 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, 2024

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 24, 2024
		The First Bancorp’s annual report to shareholders and proxy statement are available at http://materials.proxyvote.com/31866P

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	PROXY SUMMARY					1
	CORPORATE GOVERNANCE AND BOARD MATTERS					6
	PROPOSAL 1—ELECTION OF DIRECTORS					6
	About the Board of Directors and Its Committees					11
	Audit Committee					12
	Compensation Committee					13
	Governance Committee					13
	Compensation Committee Interlocks and Insider Participation in Compensation Decisions					14
	Third Party Compensation of Directors					14
	Director Independence					14
	Risk Oversight					14
	Board and Committee Roles					14
	Privacy and Cybersecurity					15
	Leadership Structure and Succession Planning					15
	Code of Ethics					16
	Audit Committee Financial Expert					16
	Certain Relationships and Related Transactions					16
	Director Compensation					17
	INFORMATION ABOUT OUR EXECUTIVE OFFICERS					18
	EXECUTIVE COMPENSATION					20
	PROPOSAL 2—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION					20
	Compensation Discussion and Analysis					21
	I. Executive Summary					22
	II. Philosophy of Our Executive Compensation Program					22
	III. Considerations in Determining Executive Compensation					23
	IV. Elements of the Compensation Program					24
	V. Compensation Mix					32
	VI. Compensation of Chief Executive Officer and Other NEOs					32
	VII. Other Benefits					34
	VIII. Stock Ownership Guidelines					34

	Executive Compensation Tables and Narrative					35
	Summary Compensation Table					35
	Grants of Plan-Based Awards Table					36
	Outstanding Equity Awards at Fiscal Year End Table					37
	Options Exercised and Stock Vested Table					37
	2023 Equity Incentive Plan Table					37
	Other Employee Benefits					37
	Compensation Policies and Practices					38
	CEO Pay Ratio					39
	Pay versus Performance					40
	Compensation Committee Report					43
	AUDIT MATTERS					44
	PROPOSAL 3—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS					44
	Audit Fees and Services					44
	Report of the Audit Committee					45
	STOCK OWNERSHIP INFORMATION					46
	Security Ownership of Directors, Management and Principal Shareholders					46
	ADDITIONAL INFORMATION					48
	Information about the Annual Meeting and Voting					48
	Information about Shareholder Proposals					51
	Shareholder Communication with the Board					51
	Accessing Company Financial Statements and Reports and Online Information					51
	Other Matters					52
	APPENDIX					53

The First Bancorp, Inc.

2024 Proxy Statement

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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.

2024 Annual Meeting

	When			Where			Record Date
	Wednesday, April 24, 2024 11:00 a.m. Eastern Daylight Time			Virtually at: www.virtualshareholdermeeting.com/ FNLC2024			February 15, 2024

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	6
2	Approval, on an advisory basis, of the COMPENSATION of our named executive officers (Say-on-Pay)	FOR	20
3	RATIFICATION of the Audit Committee’s selection of Berry Dunn McNeil & Parker, LLC as our independent auditors for 2024	FOR	44
	Transaction of such OTHER BUSINESS as may properly come before the meeting or any adjournment thereof

2023 Performance Highlights

	NET INCOME			DILUTED EPS			BRANCHES
	$29.5M			$2.66			18			with 271 Full-Time Employees

	TOTAL ASSETS			TOTAL DEPOSITS			EFFICIENCY RATIO
	$2.95B			$2.60B			52.43% is in the 19TH PERCENTILE of the Bank’s peer group

The First Bancorp, Inc.

2024 Proxy Statement

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Proxy Summary

CORPORATE GOVERNANCE HIGHLIGHTS

Corporate Governance Best Practices

	7 of our 8 directors are independent, including all Committee members			Annual director self-evaluation and committee assessment to ensure board effectiveness
	Independent Board Chair			All directors attended over 85% of 2023 meetings
	2 of our 8 directors are women			Regular executive sessions of independent directors
	Balance of new and experienced directors			Robust risk oversight
	Majority vote in uncontested elections No overboarding Board retirement policy following 75th birthday Stock ownership guidelines for directors and executives			Board review of company’s financial performance, strategy and succession plan Code of Business Conduct and Ethics Commitment to Environmental, Social and Governance Responsibility

BOARD OF DIRECTORS OVERVIEW

				Committee Membership
Name and Principal Occupation	Age(1)	Director since	Independent	Audit	Compensation	Governance
Robert B. Gregory Practicing attorney	70	1987
Renee W. Kelly Associate Vice President for Innovation & Economic Development, University of Maine	54	2016
Tony C. McKim President and Chief Executive Officer, The First Bancorp and First National Bank	56	2005
Cornelius J. Russell General Manager, the Samoset Resort	60	2014
Stuart G. Smith Owner and operator, Maine Sport Outfitters, the Lord Camden Inn, the Grand Harbor Inn, 16 Bay View Hotel, the Rockport Harbor Hotel, Bayview Landing, and the Breakwater Marketplace	70	1997
Kimberly S. Swan Owner of Trumpeter Inc., d/b/a Swan Agency Real Estate	61	2021
Bruce B. Tindal Licensed real estate broker; Founder, Tindal & Callahan Real Estate	73	1999 Since 2023
F. Stephen Ward Retired Treasurer and Chief Financial Officer, The First Bancorp and First National Bank	70	2018
Meetings in 2023		Board — 6		4	3	3

(1) Ages are as of December 31, 2023

Committee Chair

Committee Member

Board Chair

The First Bancorp, Inc.

2024 Proxy Statement

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Proxy Summary

DIRECTOR ATTRIBUTES

Our eight directors comprise a well-balanced Board.

BOARD REFRESHMENT

We have added three new directors to our Board since 2016, including two women, representing 28% of the board.

The First Bancorp, Inc.

2024 Proxy Statement

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Proxy Summary

BOARD EXPERTISE

Director Skills and Experience

The First Bancorp, Inc.

2024 Proxy Statement

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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:

	1.				2.				3.				4.
	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

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

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After considering the 96% approval in 2023 and following our annual review of our executive compensation philosophy, the Compensation Committee decided to retain our overall approach to executive compensation.

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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.

The First Bancorp, Inc.

2024 Proxy Statement

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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:

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Be a citizen of the United States.

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

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

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

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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 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. Per the Company’s Resignation Policy, the Governance Committee shall only nominate for election or re-election candidates who agree to tender irrevocable resignations that will be effective upon the failure to receive the required vote at the next annual meeting. In the event a Director does not receive the required votes, the Governance Committee would determine whether to accept the Directors resignation and make its recommendation to the full Board. The Board will act on the Governance Committee’s recommendation and publicly announce the decision within 90 days following the shareholder meeting.

The First Bancorp, Inc.

2024 Proxy Statement

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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, 2023.)

ROBERT B. GREGORY
AGE: 70			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) 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
AGE: 54 COMMITTEES • Governance			Independent Director of the Company and the Bank since January 2016 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. She was promoted to Associate Vice President in December 2022. • 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.

The First Bancorp, Inc.

2024 Proxy Statement

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TONY C. MCKIM
AGE: 56			Director of the Company and the Bank since January 2005 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.

CORNELIUS J. RUSSELL
AGE: 60 COMMITTEES • Compensation • Governance			Independent Director of the Company and the Bank since 2014 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.

The First Bancorp, Inc.

2024 Proxy Statement

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STUART G. SMITH
AGE: 70 • Compensation			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) CAREER HIGHLIGHTS • A resident of Camden, he and his wife, Marianne, own and operate Maine Sport Outfitters, the Lord Camden Inn, the Grand Harbor Inn, 16 Bay View Hotel, and Bayview Landing in Camden, the Rockport Harbor Hotel in Rockport 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.

The First Bancorp, Inc.

2024 Proxy Statement

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KIMBERLY S. SWAN
AGE: 61 COMMITTEES • Governance • Audit • Compensation			Independent Director of the Company and the Bank since May 2021 CAREER HIGHLIGHTS • Ms. Swan is the sole stockholder of Trumpeter Inc., d/b/a Swan Agency Real Estate headquartered in Bar Harbor, Maine with offices in Northeast Harbor, Southwest Harbor, Sullivan and Swan’s Island. Swan Agency Real Estate specializes in all areas of real estate. Its Maine Lodging Brokerage arm is Maine’s leading brokerage of inns and bed and breakfast properties. Kim joined the family company full time in 1984 and purchased it in 1994. • She owns several commercial properties and lodging establishments including the oceanfront Bayview Hotel in Bar Harbor, the Swan Block in downtown Bar Harbor, the Pomegranate Inn in Portland, Maine and Swan Song Saltwater Farm in Sullivan. • In the arts, Ms. Swan is the founder and creative director of the Bar Harbor Designer Showhouse project which is a major fundraiser for local charities. She has produced documentary files, a television show — Living Acadia, is partner in Maineville Music — a music publishing company, owner of Cygnet Gallery art gallery in Southwest Harbor and owner of Swan Studios — a podcast studio in downtown Bar Harbor.			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.

BRUCE B. TINDAL
AGE: 73 Chair of the Board COMMITTEES • Audit • Compensation • Governance			Independent Director of the Company and the Bank since 1999 Chair of the Company and the Bank since 2023 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.

The First Bancorp, Inc.

2024 Proxy Statement

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F. STEPHEN WARD
AGE: 70 COMMITTEES • Audit			Director of the Company and the Bank since 2018 (Independent Director since 2022) 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 eight Directors. During 2023 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 85% of Board meetings and meetings held by Committees of which they were members in 2023. The aggregate attendance at Board and Committee meetings by all members of the Board of Directors and its Committees in 2023 was in excess of 93%. All Directors are expected to attend the 2024 Annual Meeting of Shareholders, and all Directors attended the 2023 Annual Meeting.

Although the Company does not have a formal policy with respect to diversity, it is committed to creating an environment of diversity, equality and inclusion. The Board and the Governance Committee believe it is essential that Board members represent diverse groups including but not limited to

gender, race, religion, sexual orientation, and national origin as well as assorted 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, education, professional experience 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. The Bank serves primarily smaller communities in the State of Maine which is the second least ethnically diverse state in the nation and has the oldest population. Finding qualified candidates within our footprint that meet the various requirements necessary to become a director of a community bank and a publicly traded company has been a challenge. However, the Company is committed to finding qualified candidates who will fulfill all of the requirements set forth by the OCC, as well as NASDAQ’s Diversity Rule, Listing Rule 5605(f).

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Board Diversity Matrix (As of March 15, 2024)
	#
Total Number of Directors: 8	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		2		4		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		4		0		0
Two or More Races or Ethnicities		0		0		0		0
LGBTQ+		0		0		0		0
Did Not Disclose Demographic Background		0		0		0		2

The 2023 Board Diversity Matrix is available in the 2023 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

Cornelius J. Russell

Stuart G. Smith

Kimberly S. Swan

Bruce B. Tindal [MISSING IMAGE: ic_board-bw.jpg]

F. Stephen Ward

Number of Meetings in 2023

Board — 6

Committee Chair

Committee Member

Board Chair

AUDIT COMMITTEE

Meetings in 2022 — 4

MEMBERS

•

F. Stephen Ward, Chair

•

Kimberly S. Swan

•

Bruce B. Tindal

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 2024 Report of the Audit Committee can be found on page 45 of this Proxy Statement.

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COMPENSATION COMMITTEE

Meetings in 2023 — 3

MEMBERS

•

Stuart G. Smith, Chair

•

Cornelius J. Russell

•

Kimberly S. Swan

•

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 2024 Compensation Committee Report can be found on page 43 of this Proxy Statement.

GOVERNANCE COMMITTEE

Meetings in 2022 — 3

MEMBERS

•

Kimberly S. Swan, Chair

•

Renee W. Kelly

•

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 6 of this Proxy Statement.

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.

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Compensation Committee Interlocks and Insider Participation in Compensation Decisions

During 2023 the members of the Compensation Committee were Cornelius J. Russell, Stuart G. Smith (Chair), Kimberly S. Swan and Bruce B. Tindal. 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 2024 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 2024 all of the

Directors are independent of the Company and the Bank under NASDAQ rules with the exception of President McKim.

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.

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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 by making available sufficient human and financial resources to protect against and monitor cybersecurity threats. Responsibility for cybersecurity matters is delegated to the Chief Information Officer (CIO) who oversees all technology needs of the Company. Under direction of the CIO, the Company has programs in place for the ongoing assessment of cybersecurity threats and risks, has data security designed to prevent and detect threats, attacks, incursions and breaches, and plans in place for the management, mitigation and remediation of potential, and any actual, cybersecurity and information technology risks and breaches. The CIO reports monthly to senior management and the Board regarding the Company’s ongoing assessment of cybersecurity threats and risks, provides updates as to recent cyber-related activity as needed, and informs the Board of general industry trends in cyber matters.

The Bank has not experienced any information security breaches in the last five 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.

Leadership Structure and Succession Planning

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. Bruce Tindal has served as Chair from April 2023 to the present. 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. The full Board oversees succession planning for the CEO as well as the Executive Management Team. At least annually, the plan which identifies both short-term (emergency) and long-term succession is reviewed by the Directors.

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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. The Code of Ethics/Code of Conduct are reviewed and signed off on annually. 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 SEC, 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 SEC’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 SEC and NASDAQ. Two 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.

•

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 Company has not adopted a written policy regarding transactions with related parties but does have procedures in place to review such transactions. Pursuant to these procedures, our Senior Vice President, Credit Risk Officer and the Vice President, Senior Executive Assistant are responsible for reviewing, monitoring and reporting transactions with related parties. Related parties subject to this review include directors, director nominees, executive officers, shareholders holding 5% or more of our voting securities, or any immediate family member or affiliated entity of the foregoing. Our procedures cover, among others, any transaction in which: (1) the aggregate amount involved will or may be expected to exceed $120,000

in any fiscal year, (2) the Company or the Bank is a participant, and (3) a related person has or will have a direct or indirect material interest (each, a “Related Party Transaction”). If a transaction qualifies as a Related Party Transaction, the Senior Vice President, Credit Risk Officer and the Vice President, Senior Executive Assistant review the transaction to ensure that it is not inconsistent with the best interests of the Company. Other than loans made in the ordinary course of business of the Bank discussed below, there were no Related Party Transactions in 2023.

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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’s Regulation O 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.

In addition, 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, 2023 to the Company’s Directors and Executive Officers and their affiliates was $33,524,000, which constituted 2.71% of the Bank’s total loans outstanding at that date.

Director Compensation

Fees paid by the Bank to its Directors as a group totaled $237,067 in 2023, but no fees are paid to Directors of the Company in their capacities as such. Of the $237,067 paid to the outside Directors, 57% 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 2023.

Name	Fees Earned or Paid in Cash(1) ($)		Stock Awards(2)
Robert B. Gregory		29,700		250
Renee W. Kelly		34,900		250
Cornelius J. Russell		31,200		250
Stuart G. Smith		34,900		250
Kimberly S. Swan		30,800		250
Bruce B. Tindal		40,967		250
F. Stephen Ward		34,600		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. 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 8, 2023 each director was awarded 250 shares of restricted stock based on the previous day’s closing price of $30.42. 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, 2023.

Name	Age	Current Office and Position	Period Served since (to Date)
Tony C. McKim	56	President & Chief Executive Officer of the Company and the Bank	2005
Richard M. Elder	58	Treasurer of the Company, Executive Vice President and Chief Financial Officer of the Company and the Bank	2016
Jonathan W. Nicholson	52	Executive Vice President and Chief Lending Officer of the Bank	2021
Peter C. Nicholson	44	Executive Vice President and Chief Fiduciary Officer of the Bank	2021
Susan A. Norton	63	Clerk of the Company, Executive Vice President and Chief Administrative Officer of the Bank	2002
Tammy L. Plummer	58	Executive Vice President and Chief Information Officer of the Bank	2016
Sarah J. Tolman	45	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 8.

RICHARD M. ELDER

(58)

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

(52)

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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PETER C. NICHOLSON

(44)

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

(63)

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

(58)

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

(45)

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 2023 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.

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Compensation Discussion and Analysis

CD&A CONTENTS

I.	EXECUTIVE SUMMARY	22
II.	PHILOSOPHY OF OUR EXECUTIVE COMPENSATION PROGRAM	22
	Compensation Policies and Practices	23
III.	CONSIDERATIONS IN DETERMINING EXECUTIVE COMPENSATION	23
	Independent Compensation Consultant	23
	Compensation Benchmarking	24
I V.	ELEMENTS OF THE COMPENSATION PROGRAM	24
	Base Pay	24
	Short-Term Incentives	25
	Long-Term Incentives — Stock Options and Restricted Stock Awards	31
V.	COMPENSATION MIX	32
VI.	COMPENSATON OF CHIEF EXECUTIVE OFFICER AND OTHER NEOS	32
	Base Pay	32
	Stock Grants/Long-Term Incentives	33
	Other Compensation	33

VII.	OTHER BENEFITS	34
	401(k) and Other Benefits	34
	Stock Purchase Plan	34
	Severance and Change of Control Benefits	34
	Company Vehicle	34
	Bank-Owned Life Insurance	34
	Supplemental Long-Term Disability Insurance	34
VIII.	STOCK OWNERSHIP GUIDELINES	34
	Executive Compensation Tables and Narrative	35
	Summary Compensation Table	35
	Grants of Plan-Based Awards Table	36
	Outstanding Equity Awards at Fiscal Year End Table	37
	Options Exercised and Stock Vested Table	37
	2023 Equity Incentive Plan Table	37
	Other Employee Benefits	37
	Compensation Policies and Practices	38
	CEO Pay Ratio	39
	Pay versus Performance	40
	Compensation Committee Report	43

For 2023, 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

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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 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:

	1.				2.				3.				4.
	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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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 2023, Pearl Meyer & Partners, a consulting firm specializing in compensation and benefits for financial institutions, conducted a comprehensive total senior executive compensation

analysis for the Company. Pearl Meyer & Partners was chosen by the Compensation Committee and that choice is confirmed on an annual basis. The fee for the comprehensive

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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 2023 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.

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 2023, 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

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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:

•

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, 2023 performance.

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The following tables summarize the performance measures, weightings, as well as potential and total payouts for each NEO in 2023:

Tony C. McKim, President and Chief Executive Officer

	2023 Incentive Target				2023 Actual Payout
Mr. McKim’s 2023 Base Salary ($)	As a % of Base Salary		Amount ($)		As a % of Base Salary		Amount ($)
775,000		45.0%		348,750		29.17%		226,068

	Performance Measures											Incentive Opportunity Range
Measure	Threshold			Target			Stretch			Weight		Threshold ($)		Target ($)		Stretch ($)
Net Income $(000’s)		$	35,591		$	38,091		$	40,591		15.0%		26,156		52,313		78,469
Pre-Tax, Pre-Provision Return on Average Tangible Equity			16.91%			21.91%			26.91%		15.0%		26,156		52,313		78,469
Efficiency Ratio			51.91%			46.91%			41.91%		10.0%		17,438		34,875		52,313
Fee Income $(000’s)		$	11,842		$	13,842		$	15,842		10.0%		17,438		34,875		52,313
Implementation of Strategic Plan			50.00%			100.00%			150.00%		30.0%		52,313		104,625		156,938
Discretionary			50.00%			100.00%			150.00%		20.0%		34,875		69,750		104,625
Total											100.0%		174,375		348,750		523,125

	Actual Achievement
Measure	Actual Performance			Payout Allocation		Weighted Payout Percentage		Actual Payout ($)
Net Income		$	30,604		0.0%		0.0%		0
Pre-Tax, Pre-Provision Return on Average Tangible Equity			18.81%		69.0%		10.4%		36,096
Efficiency Ratio			51.52%		53.9%		5.4%		18,798
Fee Income		$	12,475		65.8%		6.6%		22,956
Implementation of Strategic Plan(1)			85.00%		85.00%		25.5%		88,931
Discretionary(1)			85.00%		85.00%		17.0%		59,288
Total							64.8%		226,068

(1)

In calculating Mr. McKim’s short-term incentive bonus for 2023, Mr. McKim voluntarily lowered both his achievement in the Strategic Plan and Discretionary categories to be in line with the Company’s overall performance.

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

	2023 Incentive Target				2023 Actual Payout
Ms. Norton’s 2023 Base Salary ($)	As a % of Base Salary		Amount ($)		As a % of Base Salary		Amount ($)
315,000		25.0%		78,750		19.33%		60,891

	Performance Measures											Incentive Opportunity Range
Measure	Threshold			Target			Stretch			Weight		Threshold ($)		Target ($)		Stretch ($)
Net Income $(000’s)		$	35,591		$	38,091		$	40,591		15.0%		5,906		11,813		17,719
Pre-Tax, Pre-Provision Return on Average Tangible Equity			16.91%			21.91%			26.91%		15.0%		5,906		11,813		17,719
Efficiency Ratio			51.91%			46.91%			41.91%		10.0%		3,938		7,875		11,813
Fee Income $(000’s)		$	11,842		$	13,842		$	15,842		10.0%		3,938		7,875		11,813
Implementation of Strategic Plan			50.00%			100.00%			150.00%		20.0%		7,875		15,750		23,625
Personnel Expense to Average Assets			1.01%			0.91%			0.81%		10.0%		3,938		7,875		11,813
Discretionary			50.00%			100.00%			150.00%		20.0%		7,875		15,750		23,625
Total											100.0%		39,375		78,750		118,125

	Actual Achievement
Measure	Actual Performance			Payout Allocation		Weighted Payout Percentage		Actual Payout ($)
Net Income		$	30,604		0%		0%		0
Pre-Tax, Pre-Provision Return on Average Tangible Equity			18.81%		69.0%		10.4%		8,151
Efficiency Ratio			51.52%		53.9%		5.4%		4,245
Fee Income		$	12,475		65.8%		6.6%		5,184
Implementation of Strategic Plan			100.00%		100.00%		20.0%		15,750
Personnel Expense to Average Assets			0.77%		150.00%		15.0%		11,813
Discretionary			100.00%		100.00%		20.0%		15,750
Total							77.3%		60,891

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

	2023 Incentive Target				2023 Actual Payout
Mr. Elder’s 2023 Base Salary ($)	As a % of Base Salary		Amount ($)		As a % of Base Salary		Amount ($)
310,000		25.0%		77,500		16.21%		50,237

	Performance Measures											Incentive Opportunity Range
Measure	Threshold			Target			Stretch			Weight		Threshold ($)		Target ($)		Stretch ($)
Net Income $(000’s)		$	35,591		$	38,091		$	40,591		15.0%		5,813		11,625		17,438
Pre-Tax, Pre-Provision Return on Average Tangible Equity			16.91%			21.91%			26.91%		15.0%		5,813		11,625		17,438
Efficiency Ratio			51.91%			46.91%			41.91%		10.0%		3,875		7,750		11,625
Fee Income $(000’s)		$	11,842		$	13,842		$	15,842		10.0%		3,875		7,750		11,625
Implementation of Strategic Plan			50.00%			100.00%			150.00%		10.0%		3,875		7,750		11,625
Uniform Bank Performance Report Investment Yield Percentile			89.00%			94.00%			99.00%		20.0%		7,750		15,500		23,250
Discretionary			50.00%			100.00%			150.00%		20.0%		7,750		15,500		23,250
Total											100.0%		38,750		77,500		116,250

	Actual Achievement
Measure	Actual Performance			Payout Allocation		Weighted Payout Percentage		Actual Payout ($)
Net Income		$	30,604		0%		0%		0
Pre-Tax, Pre-Provision Return on Average Tangible Equity			18.81%		69.0%		10.4%		8,021
Efficiency Ratio			51.52%		53.9%		5.4%		4,177
Fee Income		$	12,475		65.8%		6.6%		5,101
Implementation of Strategic Plan			125.00%		125.00%		12.5%		9,688
Uniform Bank Performance Report Investment Yield Percentile			66.00%		0%		0.0%		0
Discretionary			150.00%		150.00%		30.0%		23,250
Total							64.8%		50,237

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

	2023 Incentive Target				2023 Actual Payout
Ms. Tolman’s 2023 Base Salary ($)	As a % of Base Salary		Amount ($)		As a % of Base Salary		Amount ($)
280,000		25.0%		70,000		16.18%		45,303

	Performance Measures											Incentive Opportunity Range
Measure	Threshold			Target			Stretch			Weight		Threshold ($)		Target ($)		Stretch ($)
Net Income $(000’s)		$	35,591		$	38,091		$	40,591		15.0%		5,250		10,500		15,750
Pre-Tax, Pre-Provision Return on Average Tangible Equity			16.91%			21.91%			26.91%		15.0%		5,250		10,500		15,750
Efficiency Ratio			51.91%			46.91%			41.91%		10.0%		3,500		7,000		10,500
Fee Income $(000’s)		$	11,842		$	13,842		$	15,842		10.0%		3,500		7,000		10,500
Implementation of Strategic Plan			50.00%			100.00%			150.00%		10.0%		3,500		7,000		10,500
Local Funding Growth YTD Average $(000’s)		$	379		$	15,379		$	30,379		20.0%		7,000		14,000		21,000
Discretionary			50.00%			100,00%			150.00%		20.0%		7,000		14,000		21,000
Total											100.0%		35,000		70,000		105,000

	Actual Achievement
Measure	Actual Performance			Payout Allocation		Weighted Payout Percentage		Actual Payout ($)
Net Income		$	30,604		0.0%		0.0%		0
Pre-Tax, Pre-Provision Return on Average Tangible Equity			18.81%		69.0%		10.4%		7,245
Efficiency Ratio			51.52%		53.9%		5.4%		3,733
Fee Income		$	12,475		65.8%		6.6%		4,608
Implementation of Strategic Plan			100.00%		100.00%		10.0%		7,000
Local Funding Growth YTD Average		$	3,974		62.0%		12.4%		8,677
Discretionary			100.00%		100.00%		20.0%		14,000
Total							64.7%		45,303

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

	2023 Incentive Target				2023 Actual Payout
Mr. Nicholson’s 2023 Base Salary ($)	As a % of Base Salary		Amount ($)		As a % of Base Salary		Amount ($)
265,000		25.0%		66,250		20.3%		53,790

	Performance Measures											Incentive Opportunity Range
Measure	Threshold			Target			Stretch			Weight		Threshold ($)		Target ($)		Stretch ($)
Net Income $(000’s)		$	35,591		$	38,091		$	40,591		15.0%		4,969		9,938		14,906
Pre-Tax, Pre-Provision Return on Average Tangible Equity			16.91%			21.91%			26.91%		15.0%		4,969		9,938		14,906
Efficiency Ratio			51.91%			46.91%			41.91%		10.0%		3,313		6,625		9,938
Fee Income $(000’s)		$	11,842		$	13,842		$	15,842		10.0%		3,313		6,625		9,938
Loan Growth YTD Average $(000’s)		$	135,688		$	185,688		$	235,688		15.0%		4,969		9,938		14,906
Past Due Loans/Total Loans YTD			0.50%			0.25%			0.00%		5.0%		1,656		3,313		4,969
Classified Loans to Equity			6.50%			1.50%			-3.50%		10.0%		3,313		6,625		9,938
Discretionary			50.00%			100.00%			150.00%		20.0%		6,625		13,250		19,875
Total											100.0%		33,125		66,250		99,375

	Actual Achievement
Measure	Actual Performance			Payout Allocation		Weighted Payout Percentage		Actual Payout ($)
Net Income		$	30,604		0.0%		0.0%		0
Pre-Tax, Pre-Provision Return on Average Tangible Equity			18.81%		69.0%		10.4%		6,857
Efficiency Ratio			51.52%		53.9%		5.4%		3,571
Fee Income		$	12,475		65.8%		6.6%		4,361
Loan Growth YTD Average		$	252,447		150.00%		22.5%		14,906
Past Due Loans/Total Loans YTD Average			0.12%		126.00%		6.30%		4,174
Classified Loans to Equity			1.43%		100.70%		10.1%		6,671
Discretionary			100.00%		100.00%		20.0%		13,250
Total							81.2%		53,790

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LONG-TERM INCENTIVES — STOCK OPTIONS AND RESTRICTED STOCK AWARDS

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 2023, 2022 and 2021 performance consisted solely of shares of restricted Company stock subject to vesting and forfeiture provisions.

For 2023 performance, grants under the long-term incentive plan were awarded by the Company’s Compensation Committee on January 30, 2024 and were based on the previous day’s closing price for the Company’s Common Stock of $26.22 per share. All awards have a cliff vesting period of three years with the exception of Ms. Norton’s shares which vest in one year. The following table summarizes the 2023 targets and actual grants to the NEOs under the long-term incentive program.

For 2023 Performance	Target (%)		Actual (%)		Value ($)		Shares (#)
Tony C. McKim		30.0%		30.0%		232,500		8,868
Susan A. Norton		20.0%		20.0%		63,000		2,403
Richard M. Elder		20.0%		20.0%		62,000		2,365
Sarah J. Tolman		20.0%		20.0%		56,000		2,136
Jonathan W. Nicholson		20.0%		20.0%		53,000		2,022

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		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

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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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

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.

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

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

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appointed President of the Bank in 2014 and he assumed the title of CEO of the Company on January 5, 2015. His salary for 2023 was set at $775,000, which placed him just above the 75th 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 2023 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, 2022 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.

The Compensation Committee’s decisions related to 2023 base salaries were based on 2022 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 2023 the Company’s regulatory capital ratios remained strong. The Board and Management place a high value on building shareholder value, and the $0.34 per share quarterly dividend was increased to $0.35 per share in the second quarter of 2023. 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 2023 performance under the Long-Term Incentive Program were awarded on January 30, 2024 and were based on the previous day’s closing price for the Company’s common stock of $26.22 per share. All grants have three-year cliff vesting with the exception of Ms. Norton’s which have a one-year vesting period. The detail on these grants can be found on page 31.

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.

OTHER COMPENSATION

In 2023, there were no additional compensation items for the NEOs other than those detailed in the Executive Compensation

Tables beginning on page 35 for CEO McKim, EVP Norton, EVP Elder, EVP Tolman, and EVP Nicholson.

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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 2023 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.

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, 2023, 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 2023.

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		2023		775,000		226,068		232,500		22,653		1,256,221
		2022		670,000		300,145		201,000		21,108		1,192,253
		2021		610,000		335,080		183,000		20,194		1,148,274
Susan A. Norton Executive Vice President and Chief Administrative Officer		2023		315,000		60,891		63,000		20,189		459,080
		2022		285,000		85,852		87,620		18,655		477,127
		2021		267,500		88,823		53,500		17,760		427,583
Richard M. Elder Executive Vice President and Chief Financial Officer		2023		310,000		50,237		62,000		20,071		442,308
		2022		275,000		82,496		55,000		18,552		431,048
		2021		250,000		80,527		50,000		17,666		398,193
Sarah J. Tolman Executive Vice President and Chief Banking Officer		2023		280,000		45,303		56,000		19,891		401,194
		2022		255,000		79,714		51,000		18,391		404,105
		2021		238,500		93,015		47,700		17,488		396,703
Jonathan W. Nicholson Executive Vice President and Chief Lending Officer		2023		265,000		53,790		53,000		19,800		391,590
		2022		240,000		76,635		48,000		18,300		382,935
		2021		220,000		89,714		44,000		17,400		371,114

(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.

(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 2023, 2022, and 2021, 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 ($)		401(k) Safe Harbor Contribution ($)		Company-Owned Vehicle ($)		Economic Value of Life Insurance ($)
Tony C. McKim		2023		9,900		9,900		2,204		649
		2022		9,150		9,150		2,204		604
		2021		8,700		8,700		2,204		590
Susan A. Norton		2023		9,900		9,900		—		389
		2022		9,150		9,150		—		355
		2021		8,700		8,700		—		360
Richard M. Elder		2023		9,900		9,900		—		271
		2022		9,150		9,150		—		252
		2021		8,700		8,700		—		266
Sarah J. Tolman		2023		9,900		9,900		—		98
		2022		9,150		9,150		—		91
		2021		8,700		8,700		—		88
Jonathan W. Nicholson		2023		9,900		9,900		—		—
		2022		9,150		9,150		—		—
		2021		8,700		8,700		—		—

STOCK-BASED COMPENSATION

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 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 employees based on 2021 performance with vesting periods of three years.

In 2023, awards of 33,610 shares of restricted stock were made under the 2020 Plan representing Long-Term Incentives based on 2022 performance. These awards included 15,065 shares granted to the five NEOs as detailed in the table below and 5,145 shares granted to other executives. All of the NEOs’ shares have cliff vesting on the third anniversary of the grant with the exception of Ms. Norton’s shares which vest in two years. In addition, awards of 11,400 shares were made in 2023 to a group of management based on 2022 performance with vesting periods of three years.

	Grants of Plan-Based Awards for 2023(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		1/26/2023		6,861		—		—		201,000
Susan A. Norton		1/26/2023		1,946		—		—		57,000
Susan A. Norton		2/06/2023		1,000		—		—		30,600
Richard M. Elder		1/26/2023		1,878		—		—		55,000
Sarah J. Tolman		1/26/2023		1,741		—		—		51,000
Jonathan W. Nicholson		1/26/2023		1,639		—		—		48,000

(1)

The numbers of shares in this table do not include awards made on January 30, 2024, which are disclosed in previous tables and considered part of 2023 compensation.

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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, 2023, and all outstanding stock awards as of the same date:

Officer	Date Granted	Number of Shares that have Not Vested		Market Value of Shares that have not Vested
Tony C McKim	1/28/2021		7,073		$	199,600.06
Tony C McKim	1/27/2022		5,597		$	157,947.34
Tony C McKim	1/26/2023		6,861		$	193,617.42
Total			19,531		$	551,164.82
Susan A Norton	1/28/2021		2,050		$	57,851.00
Susan A Norton	1/27/2022		1,637		$	46,196.14
Susan A Norton	1/26/2023		1,946		$	54,916.12
Susan A Norton	2/06/2023		1,000		$	28,220.00
Total			6,633		$	187,183.00
Richard M Elder	1/28/2021		1,845		$	52,065.90
Richard M Elder	1/27/2022		1,530		$	43,176.60
Richard M Elder	1/26/2023		1,878		$	52,997.16
Total			5,253		$	148,239.66
Sarah J Tolman	1/28/2021		1,829		$	51,614.38
Sarah J Tolman	1/27/2022		1,459		$	41,172.98
Sarah J Tolman	1/26/2023		1,741		$	49,131.02
Total			5,029		$	141,918.38
Jonathan Nicholson	1/28/2021		1,204		$	33,976.88
Jonathan Nicholson	1/27/2022		1,346		$	37,984.12
Jonathan Nicholson	1/26/2023		1,639		$	46,252.58
Total			4,189		$	118,213.58

The following table of Options Exercised and Stock Vested presents the shares awarded to Named Executive Officers that became vested in 2023. 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		—		—		5,544		161,829
Susan A. Norton		—		—		2,385		70,130
Richard M. Elder		—		—		2,093		61,531
Sarah J. Tolman		—		—		1,991		58,514
Jonathan W. Nicholson		—		—		2,820		76,713

The following table summarizes the Company’s 2020 Equity Incentive Plan as of December 31, 2023:

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

—

301,440

Equity compensation plans not approved by security holders

n/a

Total

—

301,440

(1)

The number of shares in this table does not include awards made on January 30, 2024, which are disclosed in previous tables and considered part of 2023 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.

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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 2023, the Company also utilized the Pearl Meyer’s Northeast Banking 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 5% 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: At the 2020 Annual Meeting, the Company’s Shareholders voted to establish an 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 2023, 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 26, 2023, July 27, 2023, and October 26, 2023. The overall risk of the Bank’s compensation programs was discussed at the meeting on January 26, 2023. 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 2023 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 2023 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, 2023, 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 35. 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 2023 compensation of the President/CEO of the Company which was $1,256,221 is 18.5 times that of the total 2023 compensation of the median employee, which was $68,012. 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 2023 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
	6,722,926					237,395						53,260						4,063,332

The Board of Directors and the Compensation Committee were mindful of this vote as they considered compensation decisions made after the 2023 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.

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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 four 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, (vi) the total shareholder return of our peer group, (vii) our net income, and (viii) a Company selected measure of performance:

	Summary Compensation Table For PEO’s		Compensation Actually Paid to PEO (2)		Average Summary Compensation Table Total for Non-PEO NEOs		Average Compensation Actually Paid to NON-PEO NEOs (2)		Total Shareholder Return (TSR) (3)		TSR of Peer Group (3,4)		Net Income		Company Selected Measure – Return on Average Tangible Common Equity
Year(1)	$(000s)		$(000s)		$(000s)		$(000s)		$		$		$(000s)
2023		1,256		1,191		424		415		113.17		112.93		29,519		14.58%
2022		1,192		1,143		424		404		113.83		117.32		38,990		19.15%
2021		1,148		1,305		398		419		114.32		121.92		36,269		17.64%
2020		1,043		977		392		354		88.44		83.62		27,129		14.29%

(1)

For each of the years presented above, our PEO was Tony C. McKim. In 2020 our other NEOs were Susan A. Norton, Richard M. Elder, Sarah J. Tolman, and Charles A. Wootton. In 2021, 2022 and 2023 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.

(3)

TSR is calculated based on a fixed investment of $100 made at the closing price as of December 31, 2019, for the period ending December 31 of each year in the table above, assuming reinvestment of all cash dividends and retention of all stock dividends.

(4)

Peer group as defined on Page 24 under Compensation Bookmarking.

	2020				2021				2022				2023
Reconciliation of Compensation Actually Paid	PEO $(000s)		Average of Non-PEO NEOs $(000s)		PEO $(000s)		Average of Non-PEO NEOs $(000s)		PEO $(000s)		Average of Non-PEO NEOs $(000s)		PEO $(000s)		Average of Non-PEO NEOs $(000s)
Total Compensation per Summary Compensation Table (SCT)		1,043		392		1,148		398		1,192		424		1,256		424
Less: Value of Stock Grants reported in SCT		(204)		(52)		(183)		(49)		(201)		(60)		(233)		(59)
Plus: Year-End Value of Stock Grants Awarded in Fiscal Year that are Unvested and Outstanding		179		39		269		54		168		45		194		58
Plus: Change in Fair Value of Prior Year Awards that are Unvested and Outstanding		(41)		(24)		63		26		(18)		(6)		(22)		(6)
Plus: Change in Fair Value of Prior Year Awards that Vested this Year		—		(1)		7		(11)		3		2		(4)		(3)
“Compensation Actually Paid” for Year Shown(1)		977		354		1,305		419		1,143		404		1,191		415

(1)

Column totals may be impacted by rounding.

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.

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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) to our cumulative TSR and our peer group’s TSR over the four years presented in the table.

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 four years presented in the table.

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COMPENSATION ACTUALLY PAID AND RETURN ON AVERAGE TANGIBLE COMMON EQUITY

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 return on average tangible common equity over the four years presented in the table.

Tabular List of Financial Performance Measures

The performance measures below were used for the year ended 2023 and represent the most important financial measures used by the Company to link compensation paid to the NEOs, including the PEO, during the most recent fiscal year

to the Company’s performance. The following unranked list of Financial Performance Measures applies to each NEO, including the PEO:

Return on Average Tangible Common Equity

Total Shareholder Return

Net Income

Efficiency Ratio

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 21

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Compensation Committee Report

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

Cornelius J. Russell

Kimberly S. Swan

Bruce B. Tindal

March 5, 2024

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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 2024. 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.

Audit Fees and Services

	Fiscal Year Ended December 31,
Name	2023 ($)		2022 ($)
Audit fees(1)		222,000		211,000
Audit-related fees		—		—
Tax fees(2)		26,000		31,000
All other fees(3)		24,000		19,000
Total fees		272,000		261,000

(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.

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.

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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, 2023.

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, 2023.

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

Kimberly S. Swan

Bruce B. Tindal

March 5, 2024

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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 15, 2023 by:

(i)

each person known by the Company to own beneficially 5% or more 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
OWNERS OF 5% OR MORE
The Midwest Trust Company 5901 College Boulevard, Suite 100 Overland Park, Kansas		901,845		8.01%
BlackRock Fund Advisors(1) 400 Howard Street San Francisco, California		703,999		6.33%

(1)

Information regarding 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		Percentage Beneficially Owned
DIRECTORS
Robert B. Gregory		48,878		4,177		3,100		5,000		*
Renee W. Kelly		8,712								*
Tony C. McKim		127,783								1.15%
Cornelius J. Russell		12,125								*
Stuart G. Smith(2)		116,615								1.05%
Kimberly S. Swan		11,860								*
Bruce B. Tindal		22,188		1,000						*
F. Stephen Ward(3)		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

(2)

Includes 65,000 shares pledged as security.

(3)

Includes 20,718 shares pledge as security.

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

33,895

467

Richard M. Elder

26,425

Jonathan W. Nicholson

13,582

Sarah J. Tolman

15,020

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

520,768

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

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In 2024, the Board of Directors approved an Insider Trading Policy which can be found as Exhibit 19.1 in the 10-K. The policy sets forth pre-clearance procedures for Directors and certain employees, and disallows transactions designed to hedge or offset any decrease in the market value of the Company's common stock.

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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 24, 2024 11:00 a.m. Eastern Daylight Time			Virtually at www.virtualshareholdermeeting.com/ FNLC2024			February 15, 2024

This Proxy Statement is first being mailed to Shareholders on March 15, 2024. This solicitation is made by the Company, which will bear the expenses thereof.

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 24, 2024
		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	6
2	Approval, on an advisory basis, of the compensation of our named executive officers (Say-on-Pay)	FOR	20
3	Ratification of the Audit Committee’s selection of Berry Dunn McNeil & Parker, LLC as our independent auditors for 2024	FOR	44
	Transaction of such other business as may properly come before the meeting or any adjournment thereof

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.

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WHO CAN ATTEND THE ANNUAL MEETING

Only Shareholders of record at the close of business on the record date of February 15, 2024 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 11,130,147 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.

In order to allow our out of state shareholders to easily attend the meeting, the Board of Directors voted 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

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

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 04/23/2024 for shares held directly and by 11:59 P.M. ET on nominee 04/21/2024 for shares held in a Plan.

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

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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.

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.

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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

The deadline to submit a proposal for inclusion in our proxy materials for the 2024 Annual Meeting has passed. To be considered for inclusion in next year’s proxy materials, shareholder proposals submitted pursuant to Rule 14a-8 must be submitted to the Board in a writing addressed to Clerk, The First Bancorp, Inc. Post Office Box 940, 223 Main Street, Damariscotta, Maine 04543 by November 15, 2024. For proposals submitted outside of the Rule 14a-8 process, including nominations for directors and solicitation of proxies (which are also subject to notice and other requirements set forth in Rule 14a-19), our Bylaws establish advance notice procedures

that shareholders must follow to propose a matter for action by the stockholders at an Annual Meeting. Such proposals must be received by November 15, 2024 (i.e., 120 days before the date that falls one year after the date on which this Proxy Statement is released to stockholders), provided that if next year’s annual meeting is held more than 30 days before or after such anniversary date, then notice shall be deemed timely if received not later than ten days after the Company first announces the intended date of the meeting through a press release, SEC filing, or otherwise.

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.

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 15, 2024 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

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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, 2024

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Appendix

Certain information in this Proxy contains financial information determined by methods other than in accordance with GAAP. Management uses these “non-GAAP” measures in its analysis of the Company’s performance (including for purposes of determining the compensation of certain executive officers and other Company employees) and believes that these non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods and with other financial institutions, as well as demonstrating the effects of significant gains and charges in the current period, in light of the disclosure practices employed by many other publicly-traded financial institutions. The Company believes that a meaningful analysis of its financial performance requires an understanding of the factors underlying that performance.

Management believes that investors may use these non-GAAP financial measures to analyze financial performance without the impact of unusual items that may obscure trends in the Company’s underlying performance. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non- GAAP performance measures that may be presented by other companies.

Efficiency Ratio: The Company presents its efficiency ratio using non-GAAP information which is most commonly used by financial institutions. The GAAP-based efficiency ratio is noninterest expenses divided by net interest income plus noninterest income from the Consolidated Statements of Income and Comprehensive Income. The non-GAAP efficiency

ratio excludes securities losses from noninterest expenses, excludes securities gains from noninterest income, and adds the tax-equivalent adjustment to net interest income. The following table provides a reconciliation between the GAAP and non-GAAP efficiency ratio:

	Years ended December 31,
Dollars in thousands	2023			2022
Non-interest expense, as presented		$	43,758		$	43,904
Net interest income, as presented			65,207			76,166
Effect of tax-exempt income			2,644			2,326
Non-interest income, as presented			15,437			16,874
Effect of non-interest tax-exempt income			176			170
Net securities gains			0			(7)
Adjusted net interest income plus non-interest income		$	83,464		$	95,529
Non-GAAP efficiency ratio			52.42%			45.95%
GAAP efficiency ratio			54.26%			47.19%

Average Tangible Common Equity: The Company presents certain information based upon average tangible common shareholders’ equity instead of total average shareholders’ equity. The difference between these two measures is the Company’s intangible assets, specifically goodwill from prior acquisitions. Management, banking regulators and many stock analysts use the tangible common equity ratio and the tangible book value per common share in conjunction with more

traditional bank capital ratios to compare the capital adequacy of banking organizations with significant amounts of goodwill or other intangible assets, typically stemming from the use of the purchase accounting method in accounting for mergers and acquisitions. The following table provides a reconciliation of average tangible common shareholders’ equity to the Company’s consolidated financial statements, which have been prepared in accordance with GAAP:

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	Years ended December 31,
Dollars in thousands	2023			2022
Average shareholders’ equity as presented		$	234,480		$	234,521
Less preferred stock (average)			0			0
Less intangible assets (average)			(30,843)			(30,892)
Average tangible common shareholders’ equity		$	203,637		$	203,629

Pre-Tax, Pre-Provision Net Income and Earnings Ratios: To provide period-to-period comparison of operating results prior to consideration of credit loss provision and income taxes, the non-GAAP measure of Pre-Tax, Pre-Provision (PTPP) Net

Income is presented. The following table provides a reconciliation PTPP Net Income to Net Income and the resulting earnings ratios:

	Years ended December 31,
Dollars in thousands	2023			2022
Net income, as presented		$	29,518		$	38,990
Add: provision for credit losses			1,184			1,750
Add: income taxes			6,184			8,396
PTPP Net Income		$	36,886		$	49,136
Average Assets		$	2,867,359		$	2,624,035
Average Tangible Common Equity		$	203,637		$	203,629
PTPP Return on Average Assets			1.29%			1.18%
PTPP Return on Average Tangible Common Equity			18.11%			24.13%

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TABLE OF CONTENTS

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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date SCAN TO VIEW MATERIALS & VOTE 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. 0 0 0 0 0 0 0 0 0 0000626417_1 R1.0.0.6 For Withhold For All All All Except The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 01) Robert B. Gregory 02) Renee W. Kelly 03) Tony C. McKim 04) Cornelius J. Russell 05) Stuart G. Smith 06) Kimberly S. Swan 07) Bruce B. Tindal 08) F. Stephen Ward THE FIRST BANCORP, INC. C/O BROADRIDGE P.O. BOX 1342 BRENTWOOD, NY 11717 VOTE 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 04/23/2024 for shares held directly and by 11:59 P.M. ET on 04/21/2024 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/FNLC2024 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 - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 04/23/2024 for shares held directly and by 11:59 P.M. ET on 04/21/2024 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, 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. The Board of Directors recommends you vote FOR proposals 2 and 3. For Against 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 2024. 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.

TABLE OF CONTENTS

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0000626417_2 R1.0.0.6 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement and 10K with cover are available at www.proxyvote.com THE FIRST BANCORP, INC. Virtual Annual Meeting of Stockholders April 24, 2024 11:00 AM This proxy is solicited by the Board of Directors The 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 15, 2024, at the Virtual Annual Meeting of Stockholders to be held on Wednesday, April 24, 2024, 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

DEF 14A First Bancorp, Inc /ME/ false 0000765207 0000765207 2023-01-01 2023-12-31 0000765207 2022-01-01 2022-12-31 0000765207 2021-01-01 2021-12-31 0000765207 2020-01-01 2020-12-31 0000765207 fnlc:EquityAwardsValueInCompensationTableForTheApplicableYearMember ecd:PeoMember 2020-01-01 2020-12-31 0000765207 fnlc:EquityAwardsValueInCompensationTableForTheApplicableYearMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0000765207 fnlc:EquityAwardsValueInCompensationTableForTheApplicableYearMember ecd:PeoMember 2021-01-01 2021-12-31 0000765207 fnlc:EquityAwardsValueInCompensationTableForTheApplicableYearMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0000765207 fnlc:EquityAwardsValueInCompensationTableForTheApplicableYearMember ecd:PeoMember 2022-01-01 2022-12-31 0000765207 fnlc:EquityAwardsValueInCompensationTableForTheApplicableYearMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0000765207 fnlc:EquityAwardsValueInCompensationTableForTheApplicableYearMember ecd:PeoMember 2023-01-01 2023-12-31 0000765207 fnlc:EquityAwardsValueInCompensationTableForTheApplicableYearMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0000765207 fnlc:EquityAwardsAdjustmentsYearEndFairValueOfAwardsGrantedInCurrentYearMember ecd:PeoMember 2020-01-01 2020-12-31 0000765207 fnlc:EquityAwardsAdjustmentsYearEndFairValueOfAwardsGrantedInCurrentYearMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0000765207 fnlc:EquityAwardsAdjustmentsYearEndFairValueOfAwardsGrantedInCurrentYearMember ecd:PeoMember 2021-01-01 2021-12-31 0000765207 fnlc:EquityAwardsAdjustmentsYearEndFairValueOfAwardsGrantedInCurrentYearMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0000765207 fnlc:EquityAwardsAdjustmentsYearEndFairValueOfAwardsGrantedInCurrentYearMember ecd:PeoMember 2022-01-01 2022-12-31 0000765207 fnlc:EquityAwardsAdjustmentsYearEndFairValueOfAwardsGrantedInCurrentYearMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0000765207 fnlc:EquityAwardsAdjustmentsYearEndFairValueOfAwardsGrantedInCurrentYearMember ecd:PeoMember 2023-01-01 2023-12-31 0000765207 fnlc:EquityAwardsAdjustmentsYearEndFairValueOfAwardsGrantedInCurrentYearMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0000765207 fnlc:EquityAwardsAdjustmentsChangeInFairValueAsOfYearEndOfOutstandingAndUnvestedAwardsGrantedInPriorYearsMember ecd:PeoMember 2020-01-01 2020-12-31 0000765207 fnlc:EquityAwardsAdjustmentsChangeInFairValueAsOfYearEndOfOutstandingAndUnvestedAwardsGrantedInPriorYearsMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0000765207 fnlc:EquityAwardsAdjustmentsChangeInFairValueAsOfYearEndOfOutstandingAndUnvestedAwardsGrantedInPriorYearsMember ecd:PeoMember 2021-01-01 2021-12-31 0000765207 fnlc:EquityAwardsAdjustmentsChangeInFairValueAsOfYearEndOfOutstandingAndUnvestedAwardsGrantedInPriorYearsMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0000765207 fnlc:EquityAwardsAdjustmentsChangeInFairValueAsOfYearEndOfOutstandingAndUnvestedAwardsGrantedInPriorYearsMember ecd:PeoMember 2022-01-01 2022-12-31 0000765207 fnlc:EquityAwardsAdjustmentsChangeInFairValueAsOfYearEndOfOutstandingAndUnvestedAwardsGrantedInPriorYearsMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0000765207 fnlc:EquityAwardsAdjustmentsChangeInFairValueAsOfYearEndOfOutstandingAndUnvestedAwardsGrantedInPriorYearsMember ecd:PeoMember 2023-01-01 2023-12-31 0000765207 fnlc:EquityAwardsAdjustmentsChangeInFairValueAsOfYearEndOfOutstandingAndUnvestedAwardsGrantedInPriorYearsMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0000765207 fnlc:EquityAwardsAdjustmentsChangeInFairValueAsOfVestingDateOfPriorYearAwardsVestedDuringCurrentYearMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0000765207 fnlc:EquityAwardsAdjustmentsChangeInFairValueAsOfVestingDateOfPriorYearAwardsVestedDuringCurrentYearMember ecd:PeoMember 2021-01-01 2021-12-31 0000765207 fnlc:EquityAwardsAdjustmentsChangeInFairValueAsOfVestingDateOfPriorYearAwardsVestedDuringCurrentYearMember ecd:NonPeoNeoMember 2021-01-01 2021-12-31 0000765207 fnlc:EquityAwardsAdjustmentsChangeInFairValueAsOfVestingDateOfPriorYearAwardsVestedDuringCurrentYearMember ecd:PeoMember 2022-01-01 2022-12-31 0000765207 fnlc:EquityAwardsAdjustmentsChangeInFairValueAsOfVestingDateOfPriorYearAwardsVestedDuringCurrentYearMember ecd:NonPeoNeoMember 2022-01-01 2022-12-31 0000765207 fnlc:EquityAwardsAdjustmentsChangeInFairValueAsOfVestingDateOfPriorYearAwardsVestedDuringCurrentYearMember ecd:PeoMember 2023-01-01 2023-12-31 0000765207 fnlc:EquityAwardsAdjustmentsChangeInFairValueAsOfVestingDateOfPriorYearAwardsVestedDuringCurrentYearMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 iso4217:USD xbrli:pure

Cover	12 Months Ended
Cover	Dec. 31, 2023
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	First Bancorp, Inc /ME/
Entity Central Index Key	0000765207

Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

	Summary Compensation Table For PEO’s		Compensation Actually Paid to PEO (2)		Average Summary Compensation Table Total for Non-PEO NEOs		Average Compensation Actually Paid to NON-PEO NEOs (2)		Total Shareholder Return (TSR) (3)		TSR of Peer Group (3,4)		Net Income		Company Selected Measure – Return on Average Tangible Common Equity
Year(1)	$(000s)		$(000s)		$(000s)		$(000s)		$		$		$(000s)
2023		1,256		1,191		424		415		113.17		112.93		29,519		14.58%
2022		1,192		1,143		424		404		113.83		117.32		38,990		19.15%
2021		1,148		1,305		398		419		114.32		121.92		36,269		17.64%
2020		1,043		977		392		354		88.44		83.62		27,129		14.29%

(1)

(2)

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

(3)

Peer group as defined on Page 24 under Compensation Bookmarking.

	2020				2021				2022				2023
Reconciliation of Compensation Actually Paid	PEO $(000s)		Average of Non-PEO NEOs $(000s)		PEO $(000s)		Average of Non-PEO NEOs $(000s)		PEO $(000s)		Average of Non-PEO NEOs $(000s)		PEO $(000s)		Average of Non-PEO NEOs $(000s)
Total Compensation per Summary Compensation Table (SCT)		1,043		392		1,148		398		1,192		424		1,256		424
Less: Value of Stock Grants reported in SCT		(204)		(52)		(183)		(49)		(201)		(60)		(233)		(59)
Plus: Year-End Value of Stock Grants Awarded in Fiscal Year that are Unvested and Outstanding		179		39		269		54		168		45		194		58
Plus: Change in Fair Value of Prior Year Awards that are Unvested and Outstanding		(41)		(24)		63		26		(18)		(6)		(22)		(6)
Plus: Change in Fair Value of Prior Year Awards that Vested this Year		—		(1)		7		(11)		3		2		(4)		(3)
“Compensation Actually Paid” for Year Shown(1)		977		354		1,305		419		1,143		404		1,191		415

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percentage Beneficially Owned
OWNERS OF 5% OR MORE
The Midwest Trust Company 5901 College Boulevard, Suite 100 Overland Park, Kansas		901,845		8.01%
BlackRock Fund Advisors(1) 400 Howard Street San Francisco, California		703,999		6.33%

Named Executive Officers, Footnote

(1)

Peer Group Issuers, Footnote

(3)

Peer group as defined on Page 24 under Compensation Bookmarking

PEO Total Compensation Amount

$ 1,256,000

$ 1,192,000

$ 1,148,000

$ 1,043,000

PEO Actually Paid Compensation Amount

$ 1,191,000

1,143,000

1,305,000

977,000

Adjustment To PEO Compensation, Footnote

	2020				2021				2022				2023
Reconciliation of Compensation Actually Paid	PEO $(000s)		Average of Non-PEO NEOs $(000s)		PEO $(000s)		Average of Non-PEO NEOs $(000s)		PEO $(000s)		Average of Non-PEO NEOs $(000s)		PEO $(000s)		Average of Non-PEO NEOs $(000s)
Total Compensation per Summary Compensation Table (SCT)		1,043		392		1,148		398		1,192		424		1,256		424
Less: Value of Stock Grants reported in SCT		(204)		(52)		(183)		(49)		(201)		(60)		(233)		(59)
Plus: Year-End Value of Stock Grants Awarded in Fiscal Year that are Unvested and Outstanding		179		39		269		54		168		45		194		58
Plus: Change in Fair Value of Prior Year Awards that are Unvested and Outstanding		(41)		(24)		63		26		(18)		(6)		(22)		(6)
Plus: Change in Fair Value of Prior Year Awards that Vested this Year		—		(1)		7		(11)		3		2		(4)		(3)
“Compensation Actually Paid” for Year Shown(1)		977		354		1,305		419		1,143		404		1,191		415

Non-PEO NEO Average Total Compensation Amount

$ 424,000

424,000

398,000

392,000

Non-PEO NEO Average Compensation Actually Paid Amount

$ 415,000

404,000

419,000

354,000

Adjustment to Non-PEO NEO Compensation Footnote

	2020				2021				2022				2023
Reconciliation of Compensation Actually Paid	PEO $(000s)		Average of Non-PEO NEOs $(000s)		PEO $(000s)		Average of Non-PEO NEOs $(000s)		PEO $(000s)		Average of Non-PEO NEOs $(000s)		PEO $(000s)		Average of Non-PEO NEOs $(000s)
Total Compensation per Summary Compensation Table (SCT)		1,043		392		1,148		398		1,192		424		1,256		424
Less: Value of Stock Grants reported in SCT		(204)		(52)		(183)		(49)		(201)		(60)		(233)		(59)
Plus: Year-End Value of Stock Grants Awarded in Fiscal Year that are Unvested and Outstanding		179		39		269		54		168		45		194		58
Plus: Change in Fair Value of Prior Year Awards that are Unvested and Outstanding		(41)		(24)		63		26		(18)		(6)		(22)		(6)
Plus: Change in Fair Value of Prior Year Awards that Vested this Year		—		(1)		7		(11)		3		2		(4)		(3)
“Compensation Actually Paid” for Year Shown(1)		977		354		1,305		419		1,143		404		1,191		415