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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 [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
FIRST NATIONAL LINCOLN CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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FNLC
First National Lincoln Corporation
March 21, 2003
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of First
National Lincoln Corporation ("the Company"), which will be held at St.
Patrick's Parish Center, Academy Hill, Newcastle, Maine 04553, on Tuesday,
April 29, 2003 at 11:00 a.m. Eastern Daylight Time. The accompanying Notice of
Annual Meeting of Shareholders and Proxy Statement describe the matters to be
considered and acted upon.
This year we will be fixing the number of directors at ten and electing
three directors. The Board of Directors unanimously recommends that you vote
FOR each proposal. Your prompt completion and return of the proxy will be
appreciated.
It is important that you be represented at the Annual Meeting, regardless
of the number of shares that you own or whether or not you are able to attend
the meeting in person.
Please take the time to review the material, mark, sign, date, and return
the enclosed proxy in the envelope provided for your convenience.
If you have any questions about matters discussed in the Proxy Statement,
please contact me at 207-563-3195 or 1-800-564-3195, extension 2010. Your
continued support of First National Lincoln Corporation is sincerely
appreciated.
Very truly yours,
/s/ Daniel R. Daigneault
Daniel R. Daigneault
President and Chief Executive Officer
First National Lincoln Corporation
Post Office Box 940, Main Street, Damariscotta, Maine 04543
Notice of Annual Meeting of Shareholders
To Be Held Tuesday, April 29, 2003
To the Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of First
National Lincoln Corporation, the one-bank holding company of The First
National Bank of Damariscotta, will be held at St. Patrick's Parish Center,
Academy Hill, Newcastle, Maine 04553, on Tuesday, April 29, 2003 at 11:00 a.m.
Eastern Daylight Time, for the following purposes:
* To ratify the Board of Directors' vote to fix the number of directors at ten.
* To elect as directors of the Company the persons listed in the enclosed Proxy
Statement dated March 21, 2003, for three-year terms.
* To transact such other business as may properly come before the meeting or
any adjournment thereof.
By Order of the Board of Directors
/s/ Charles A. Wootton
Charles A. Wootton, Clerk
Damariscotta, Maine
March 21, 2003
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.
Please mark, date, sign, and promptly return the enclosed proxy,
using the postage-paid envelope provided.
You may revoke your proxy if you so desire at any time before it is voted.
First National Lincoln Corporation
Post Office Box 940, Main Street, Damariscotta, Maine 04543
Proxy Statement
Annual Meeting of Shareholders
To be Held Tuesday, April 29, 2003
This Proxy Statement is being furnished to shareholders of First National
Lincoln Corporation (the "Company") 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 at St. Patrick's Parish Center,
Academy Hill, Newcastle, Maine 04553, on Tuesday, April 29, 2003, 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 March 21, 2003. 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
and 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. Any shareholder giving a
Proxy has the power to revoke it at any time before it is exercised by (i)
filing with the Clerk of the Company a written notice thereof (Charles A.
Wootton, First National Lincoln Corporation, Post Office Box 940, 223 Main
Street, Damariscotta, Maine 04543); (ii) submitting a duly executed Proxy
bearing a later date; or (iii) appearing at the Annual Meeting and giving the
Clerk notice of his or her intention to vote in person. Proxies solicited
hereby may be exercised only at the Annual Meeting and any adjournment thereof
and will not be used for any other meeting.
Only shareholders of record at the close of business on March 10, 2003
(the "Voting Record Date") will be entitled to vote at the Annual Meeting. On
the Voting Record Date, there were 2,419,762 shares of Common Stock of the
Company, $0.01 par value per share, issued and outstanding, and the Company had
no other class of equity securities outstanding. Each share of Common Stock is
entitled to one vote at the Annual Meeting on all matters properly presented
thereat.
PROPOSAL 1: FIX THE NUMBER OF DIRECTORS AT TEN
The Bylaws of the Company provide that the Board of Directors shall
consist of not fewer than five (5) nor more than twenty-five (25) persons as
determined by the Board prior to each Annual Meeting, with Directors serving
for "staggered terms" of three years. A resolution of the Board of Directors
adopted pursuant to the Company's Bylaws has established the number of
Directors at ten.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
TO RATIFY BOARD'S VOTE TO FIX THE NUMBER OF DIRECTORS AT TEN.
PROPOSAL 2: ELECTION OF DIRECTORS
Set forth below is a list of the nominees for directors of the Company as
proposed by the Board of Directors Nomination Committee. If any person named as
nominee should be unwilling or unable to stand for election at the time of the
Annual Meeting, the holder of the Proxy will vote for any replacement nominee
or nominees recommended by the Board of Directors. Each person listed below has
consented to be named as a nominee, and the Board of Directors knows of no
reason why any of the nominees listed below may not be able to serve as a
Director if elected.
The following are nominees for three-year terms as Director Expiring in 2006:
Daniel R. Daigneault has served as President, Chief Executive Officer and
as a member of the Board of Directors of both the Company and The First
National Bank of Damariscotta (the "Bank"), the Company's wholly owned
subsidiary, since 1994. Prior to being employed by the Bank, Mr. Daigneault was
Vice President, Senior Commercial Loan Officer and Chief Financial Officer at
Camden National Bank, Camden, Maine. Mr. Daigneault is past Chairman of the
Maine Bankers Association and past President of the Boothbay Region YMCA Board
of Trustees.
Dana L. Dow has served as a Director of the Company and the Bank since
1999. Mr. Dow is President of Dow Furniture, located in Waldoboro, Maine, which
he purchased from his father in 1977 and Dow's Fine Furniture located in
Rockland, Maine. Prior to purchasing Dow Furniture, Mr. Dow taught chemistry
and physics at Medomak Valley High School.
Robert B. Gregory has served as a Director of the Company and the Bank
since 1987 and has served as Chairman of both the Company and the Bank since
September 1998. Mr. Gregory has been a practicing attorney since 1980, first in
Lewiston, Maine and since 1983 in Damariscotta, Maine.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR EACH OF THE NOMINEES FOR DIRECTOR.
Directors Continuing in Office:
The following Directors' terms will expire in 2004:
Bruce A. Bartlett has served as a Director of the Company since its
organization in 1985 and as a Director of the Bank, since 1981. Mr. Bartlett
served as President and Chief Executive Officer of the Company and the Bank
until his retirement in 1994.
Malcolm E. Blanchard has served as a Director of the Company since its
organization in 1985 and has served as a Director of the Bank since 1976. Mr.
Blanchard has been actively involved, either as sole proprietor or as a
partner, in real estate development since 1970.
Stuart G. Smith has served as a Director of the Company and the Bank since
1997. A resident of Camden, he and his wife own and operate Maine Sport
Outfitters in Rockport and Lord Camden Inn and Bayview Landing in Camden,
Maine. Mr. Smith is also on the board and part owner of the Mid Coast
Recreation Center in Rockport. He also serves on the Five Town CSD High School
Board and the SAD 28 Camden/Rockport School Board.
The following Directors' terms will expire in 2005:
Katherine M. Boyd has served as a Director of the Company and the Bank
since 1993. A resident of Boothbay Harbor, she owns the Boothbay Region
Greenhouses with her husband. Ms. Boyd serves as Vice President of the Boothbay
Region YMCA, and is chairperson of the YMCA Annual Fund Drive.
Carl S. Poole, Jr. has served as a Director of the Company since its
organization in 1985 and has served as a Director of the Bank since 1984. Mr.
Poole is President, Secretary, and Treasurer of Poole Brothers Lumber, a lumber
and building supply company with locations in Damariscotta, Pemaquid and
Boothbay Harbor, Maine.
David B. Soule, Jr. has served as a Director of the Company and the Bank
since 1989. Mr. Soule has been practicing law in Wiscasset since 1971. He
served two terms in the Maine House of Representatives, is a past President of
the Lincoln County Bar Association and is a former Public Administrator,
Lincoln County.
Bruce B. Tindal has served as a Director of the Company and the Bank since
1999. Mr. Tindal formed and is owner of Tindal & Callahan Real Estate in
Boothbay Harbor, which has been in operation since 1985. Mr. Tindal serves on
the Board of Directors of the Boothbay Region Land Trust, the Lincoln County
Board of Realtors and the St. Andrews Village Association. Mr. Tindal is also a
member of the National Association of Realtors, the Maine Association of
Realtors, the Council of Residential Specialists and the Boothbay Harbor Rotary
Club.
There are no family relationships among any of the Directors of the
Company, and there are no arrangements or understandings between any Director
and any other person pursuant to which that Director has been or is to be
elected. 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.
Security Ownership of Directors, Management and Principal Shareholders(1)
The following table sets forth the number of shares of common stock of the
Company beneficially owned as of March 10, 2003 by (i) each person known by the
Company to own beneficially more than five percent of the Company's common
stock, (ii) each current director of the Company and nominee for a position on
the Board, (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, executive officers and shareholders 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 his or
her name.
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Shares Percent
Owners of 5% or More Owned Owned
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Daniel P. & Edith I. Thompson 157,804 6.52%
20 Pounds Road
New Harbor, ME 04545
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Directors & Executive Officers
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Name Position Term Shares Percent
Age(2) Expires Owned Owned
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Bruce A. Bartlett Director of the Bank and the Company; 2004 8,571 *
69 Chairman, Trust Committee
Malcolm E. Blanchard Director of the Bank and the Company; 2004 28,440 1.18%
68 Chairman, Executive Committee
Katherine M. Boyd Director of the Bank and the Company 2005 11,015 *
51
Daniel R. Daigneault President, Chief Executive Officer 2003 78,920(3) 3.26%
50 and Director of the Bank and the Company
Dana L. Dow Director of the Bank and the Company 2003 1,631 *
51
Robert B. Gregory Chairman of the Boards of Directors 2003 14,856 *
49 of the Bank and the Company
Carl S. Poole, Jr. Director of the Bank and the Company; 2005 90,305 3.73%
57 Chairman, Asset/Liability Committee
Stuart G. Smith Director of the Bank and the Company; 2004 27,391 1.13%
50 Chairman, Directors' Loan Committee
David B. Soule, Jr. Director of the Bank and the Company; 2005 5,721 *
57 Chairman,Audit Committees of the
Bank and the Company
Bruce B. Tindal Director of the Bank and the Company 2005 1,985 *
52
F. Stephen Ward Treasurer & Chief Financial Officer n/a 26,965(3) 1.11%
49 of the Company; Senior Vice President
and Chief Financial Officer of the
Bank; Principal of Pemaquid Advisors
Charles A. Wootton Clerk of Company; Senior Vice n/a 5,075(3) *
46 President Banking Services
Officer and Senior Loan Officer
of the Bank
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Total Ownership of all Directors and
Executive Officers as a group 335,848 13.88%
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* Less than one percent of total outstanding shares
(1)For purposes of this table, beneficial ownership has been determined in
accordance with the provisions of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended. In general, a person is deemed to be the
beneficial owner of a security if he/she has or shares the power to vote or to
direct the voting of the security or the power to dispose or direct the
disposition of the security, or if he/she has the right to acquire beneficial
ownership of the security within 60 days. The figure set forth includes
director's qualifying shares owned by each person.
(2)As of December 31, 2002.
(3)Includes exercisable stock options.
Executive Officers
Each Executive Officer of the Company and the Bank is identified in the
following table, which also sets forth their respective ages, offices and
periods served as an Executive Officer of the Company or the Bank:
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Name & Age(1) Office & Position Period Served
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Daniel R. Daigneault President & Chief Executive Officer 1994 to date
50 of the Company and of the Bank
F. Stephen Ward Treasurer & Chief Financial Officer 1993 to date
49 of the Company; Senior Vice President
and Chief Financial Officer of the
Bank; Principal of Pemaquid Advisors
Charles A. Wootton Clerk of Company; Senior Vice President, 2000 to date
46 Banking Services Officer and Senior
Loan Officer of the Bank
Walter F. Vietze Senior Vice President and Senior 1984 to date
61 Operations Officer of the Bank
Michael T. Martin Senior Vice President and Credit 1993 to date
47 Administration Officer of the Bank
Richard M. Elder Vice President, Retail Services 2002 to date
37
Susan A. Norton Vice President, Human Resources and 2002 to date
42 Compliance
John E. Thien Vice President, Controller 2003 to date
53
William M. Hunter,II Managing Principal, Pemaquid Advisors 2003 to date
53
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(1) As of December 31, 2002
Daniel R. Daigneault has served as President, Chief Executive Officer and
as a member of the Board of Directors of both the Company and the Bank since
1994. Prior to being employed by the Company and the Bank, Mr. Daigneault was
Vice President, Senior Commercial Loan Officer and Chief Financial Officer at
Camden National Bank, Camden, Maine.
F. Stephen Ward has served as Treasurer & Chief Financial Officer of the
Company since 1994 and as Chief Financial Officer of the Bank since 1993. Mr.
Ward has been employed by the Bank since 1990 and served as Assistant Vice
President and Marketing Officer from 1990 to 1993. From 1978 to 1990 Mr. Ward
was employed by Down East Enterprises, Inc.
Charles A. Wootton has been employed by the Bank since January 2000. In
2001, Mr. Wootton was promoted to Senior Vice President for Banking Services
and Senior Loan Officer. From 1981 to 2000 Mr. Wootton was employed by Camden
National Bank, serving as branch manager, commercial loan and business
development officer. In 1996, Mr. Wootton became Vice President responsible for
branch administration.
Walter F. Vietze has been employed by the Bank since 1984. From 1979 to
1984, Mr. Vietze was employed by Casco Bank, Portland, Maine. His primary
responsibilities involved providing online banking services to correspondent
banks. Prior to 1979, Mr. Vietze was affiliated with BayBanks in Massachusetts.
Michael T. Martin has been employed by the Bank since 1993. In 2001, Mr.
Martin was promoted to Senior Vice President for Credit Administration. He was
employed by Fleet Bank from 1980 to 1992, and by Canal National Bank from 1977
to 1980. His primary responsibilities were in Loan Review and Credit
Administration.
Susan A. Norton became a member of the Executive Leadership Team in 2002
when she was promoted to Vice President Human Resources and Compliance. In
1995, Ms. Norton was the Assistant Compliance Officer and Education Officer.
She also holds the position of Assistant Director of Strategic Planning and CRA
Officer as well as being the Compliance Officer for the Company. Ms. Norton has
been employed by the Bank since 1992.
John E. Thien has been employed by the Bank since 2000. In 2001, he was
promoted to Vice President, Controller. Prior to joining the Bank, Mr. Thien
worked at Kingfield Bank as Chief Financial Officer.
Richard M. Elder has served as Vice President Retail Services since 2000
and became a member of the Executive Leadership Team in 2002. Mr. Elder
previously served as Manager of the Bank's Boothbay Harbor branch and Senior
Commercial Loan Officer. Mr. Elder has been employed by the Bank since 1993.
William M. Hunter, II joined the Company in 2001 with the merger of
Pemaquid Advisors and White Pine Asset Management. In 2002, Mr. Hunter was
named as Chief Investment Officer and in 2003 he was promoted to Managing
Principal of Pemaquid Advisors. Prior to joining the Company, Mr. Hunter was
Executive Vice President in charge of KeyCorp's national trust business.
There are no family relationships among any of the Executive Officers, nor
are there any arrangements or understandings between any Executive Officer and
any other person pursuant to which that Executive Officer has been or is to be
elected.
The Federal Reserve Act permits the Bank to contract for or purchase
property from any of its Directors only when such purchase is made in the
regular course of business upon terms not less favorable to the Bank than those
offered by others unless the purchase has been authorized by a majority of the
Board of Directors not interested in the transaction. Similarly, the Federal
Reserve Act prohibits loans to Executive Officers of the Bank unless such loans
are on terms not more favorable than those afforded other borrowers 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, Officers and principal
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 others. In the opinion of management, such loans have not involved more
than the normal risk of collectibility nor have they presented other
unfavorable features. The total amount of loans outstanding at December 31,
2002 to the Company's Directors, Executive Officers and their associates was
$7,324,141, which constituted 2.21% of the Bank's total loans outstanding at
that date.
Executive Compensation
The table below sets forth cash compensation paid to the President & Chief
Executive Officer as well as the Treasurer & Chief Financial Officer and the
Senior Vice President/Senior Loan Officer during 2002, 2001 and 2000. No other
Executive Officers of the Company received compensation in excess of $100,000
for the years ended December 31, 2002, 2001 and 2000.
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Name Annual Long-Term
and Compensation Compensation
Principal ---------------------------------------- ------------
Position Year Salary Bonus(1) Other(2) # Options
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Daniel R. Daigneault 2002 $ 230,000 $ 49,960 $ 19,217 -0-
President and CEO 2001 $ 195,000 $ 48,750 $ 14,660 -0-
2000 $ 184,000 $ 17,112 $ 14,005 -0-
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F. Stephen Ward 2002 $ 125,000 $ 25,000 $ 11,283 -0-
Treasurer and CFO 2001 $ 115,000 $ 10,560 $ 11,972 -0-
2000 $ 85,000 $ 8,670 $ 5,387 -0-
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Charles A. Wootton 2002 $ 110,000 $ 22,720 $ 11,800 5,000
SVP and Senior Loan 2001 $ 80,000 $ 11,200 $ 10,000 -0-
Officer 2000 $ 70,000 $ 6,510 $ 5,500 5,000
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(1) Bonuses are listed in the year earned and normally accrued. Such bonuses
may be paid in the following year.
(2) Amounts shown include contributions paid by the Company to the respective
accounts of the Named Executive Officers in the 401(k) Plan. In 2002 the
Company and the Bank contributed to the Bank's Savings and Investment Plan a
matching amount for the salary deferred by Mr. Daigneault, Mr. Ward and Mr.
Wootton equal to 3.0% of their respective earnings and a profit-sharing
component of 3.0% of their respective earnings, which were subject to IRS
regulations limiting the maximum amount of an officer's earnings eligible for
matching or profit-sharing 401(k) contributions to $200,000. These percentages
were equivalent to the 401(k) Plan match and profit sharing contributions made
for all eligible employees. This figure also recognizes the value to the
officers of a Company-provided vehicle.
Compensation of the Chief Executive Officer
The Compensation Committee consists of four outside members of the Board
of Directors. This Committee has the responsibility for conducting the annual
evaluation and determining the compensation level of the Chief Executive
Officer. The compensation of the Chief Executive Officer consists of a base
salary plus a bonus, under an approved plan adopted for all employees of the
Bank, and other cash bonuses which the Committee may deem appropriate based on
the overall performance of the Chief Executive Officer and the achievement of
prescribed goals. These goals are a combination of financial targets and
corporate objectives such as implementation of the strategic plan,
satisfactorily addressing issues identified as priorities by the banking
regulators and overall performance of the management team and the Company. The
financial goals pertain to profitability, loan and deposit growth as well as
loan portfolio quality.
The compensation philosophy of the Company for all management personnel is
to pay a competitive base salary commensurate with salaries paid by other
similar financial institutions, plus a short-term incentive bonus which is tied
to the achievement of certain performance goals. In 1994, the Company
instituted a formal performance-based compensation program called "Performance
Compensation for Stakeholders". The overall objective of the program is to
shift a portion of employee compensation from base salary to performance based
payments. In 2002, total cash payout under this Stakeholder Performance
Compensation program was 15.20% of the participating employees' base salaries.
This performance compensation program's overall objective is to maximize
the long-term viability of the Company and increase shareholder value. It
addresses this by tying the bonus payout to multiple goals which include
profitability, growth, productivity and loan quality. The guiding principle is
to reach a balance of profitability, growth, productivity and loan quality
which should have a positive impact on maximizing long-term shareholder value.
It rewards current performance which contributes toward the achievement of
long-term goals. Each year specific key performance indicators are chosen along
with financial performance levels. In 2002 some of the indicators were: loan
volume, deposit volume, non-performing loan levels, non-interest income, net
interest income and operating expenses as a percentage of net income.
The amount of base compensation potentially payable to the Chief Executive
Officer and other executive officers was determined by reviewing independent
salary surveys of compensation of officers for similar financial institutions
located in New England. The committee took into consideration the actual
salaries paid to Presidents and CEOs of these peer banks and the performance of
the Company in comparison to this peer group in establishing the 2002 base
salary for the Chief Executive Officer.
The Chief Executive Officer is given annual goals relating to both
financial performance and corporate objectives, which are established by the
Committee pursuant to discussions with the Chief Executive Officer. On an
annual basis, the Committee conducts a formal evaluation of the Chief Executive
Officer, compares his performance to the established goals, assesses the
overall performance of the Company and makes recommendations as appropriate.
The Chief Executive Officer's base compensation for 2002 was reflective of
the Company's overall financial performance in 2001, which, in the opinion of
the Compensation Committee, was considered excellent. All 2001 goals set for
the Chief Executive Officer were met or exceeded, which included reaching
certain targets for asset growth, asset quality, and overall profitability.
Taking these various factors into consideration and in recognition of his
overall performance, the committee increased his base salary by $35,000 or
18.00% to $230,000 for 2002.
The Chief Executive Officer's 2002 bonus compensation was 21.70% of base
compensation, of which 15.20% was paid in accordance with the Company's
Stakeholder Performance Compensation program for all employees. The additional
bonus for 2002 is a reflection of the exceptional year the Company had in
exceeding its financial performance goals, most notably a $1,014,000 increase
in net income or 18.50% and a return on average equity of 16.34%.
2002 Compensation Committee Members:
Malcolm E. Blanchard, Chair
Robert B. Gregory
Carl S. Poole, Jr.
Stuart G. Smith
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
During 2002, Directors Gregory, Blanchard, Poole and Smith served as
members of the Compensation Committee. No member of the 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 banking transactions with the Bank in
the ordinary course of business. As described in the section entitled "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 other persons
and, in the opinion of Management, did not involve more than the normal risk of
collectibility or present other unfavorable features.
Director Compensation
Each of the outside directors of the Bank, with the exception of the
Chairman of the Board, received a director's fee in the amount of $500 for each
meeting attended and $300 for each meeting attended of a committee of which the
director is a member. The Chairman of the Board received an annual fee of
$18,000. The Chairman of the Executive Committee also received a stipend of
$4,500 in addition to meeting fees paid for meetings attended. Certain Board
members were also paid fees for appraisals, consulting services and legal
services, and such fees are on terms no more favorable to the recipient than
are generally paid by the Bank for such services to other providers in the
area. Fees paid by the Bank to its Directors as a group totaled $91,700 in
2002, but no fees are paid to Directors of the Company. President Daigneault,
who is the only director who is also an officer of the Company, receives no
additional compensation for serving on the Board of Directors of the Company or
the Bank.
The Company has three standing committees of the Board of Directors:
Audit, Options and Nominating. The Bank has seven standing committees of the
Board of Directors: Executive, Audit, Asset/Liability, Trust, Directors' Loan,
Compensation and Nominating. Certain members of management also serve on some
committees. All directors attended at least 75% of Board meetings and meetings
held by Committees of which they were members, and the aggregate attendance of
Board and Committee meetings by all members of the Board of Directors in 2002
was in excess of 90%.
Stock Option Plan
In April 1995, the stockholders approved a Stock Option Plan. The purpose
of the Stock Option Plan is to encourage the retention of key employees by
facilitating their purchase of a stock interest in the Company and to align
their interest with those of the shareholders. The 1995 Stock Option Plan
provides for grants of options to purchase Company common stock and is
administered by an Options Committee which consists of four outside directors.
During 2002, 11,000 stock options were granted under the 1995 Stock Option
Plan. The following table sets forth the status of the Stock Option Plan as of
December 31, 2002:
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Options approved by Shareholders 200,000
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Options granted (194,000)
Options forfeited 7,000
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Ungranted options remaining 13,000
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Outstanding Weighted average Number of
unexercised options exercise price options
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Exercisable $ 9.55 68,300
Non-exercisable 19.12 36,500
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$ 12.88 104,800
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2002 Option Committee Members:
Malcolm E. Blanchard, Chair
Robert B. Gregory
Carl S. Poole, Jr.
Stuart G. Smith
Long-Term Compensation
Long-term compensation may be distinguished from annual compensation by
the time frame for which performance results are measured to determine awards.
While annual compensation covers a calendar year, long-term compensation is
provided through the Company's stock option plan, which covers a period of two
to ten years. The following table sets forth information with respect to the
named executives and all other employees concerning grants of stock options
during 2002:
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Option Grants During the Year Ended December 31, 2002
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% of Potential realizable
Number of options value at assumed rates
securities granted Exercise of stock appreciation
underlying in price for option term(1)
options fiscal per Expiration ---------------------
granted year Share(2) Date 5% 10%
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Daniel R. Daigneault -0- 0.0% $ -0- - $ -0- $ -0-
F. Stephen Ward -0- 0.0% $ -0- - $ -0- $ -0-
Charles A. Wootton 5,000 45.5% $ 28.00 4/2012 $ 88,000 $ 223,000
All other employees 6,000 54.5% $ 28.00 4/2012 $ 106,000 $ 268,000
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All 11,000 100.0% $ 28.00 4/2012 $ 194,000 $ 491,000
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1) The dollar gains under these columns result from calculations assuming 5%
and 10% growth rates compounded over a 10-year period as set by the Securities
and Exchange Commission and are not intended to forecast future price
appreciation of the Company's common stock. The gains reflect a future value
based upon growth at these prescribed rates. The values have not been
discounted to present value. It is important to note that options have value to
the listed executive and to all option recipients only if the stock price
advances beyond the exercise price shown on the table during the effective
option period.
2) Under the Stock Option Plan, the exercise price may not be less than the
fair market value of the common stock on the date the option is granted.
The following table sets forth information with respect to exercisable and
unexercisable options held as of December 31, 2002:
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Aggregated Option Exercises in 2002 and December 31, 2002 Option Values
-------------------------------------------------------------------------------
Number of
securities underlying Value of unexercised
unexercised options in-the-money
Shares at year end options at year end
acquired ------------------ ---------------------
on Value Exer- Unexer- Exer- Unexer-
exercise realized cisable cisable cisable cisable
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Daniel R. Daigneault 35,000 $798,000 31,000 12,000 $ 729,000 $ 238,000
F. Stephen Ward -0- -0- 10,500 2,500 209,000 31,000
Charles A. Wootton -0- -0- 5,000 10,000 74,000 92,000
All other employees 8,200 165,000 21,800 12,000 486,000 91,000
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All optionees 43,200 $963,000 68,300 36,500 $1,498,000 $ 452,000
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Description of the Company's Benefit Plans
The Company has reserved 160,000 shares of its common stock to be made
available to directors and employees who elect to participate in the directors'
deferral, employee stock purchase, or 401(k) savings and investment plans. As
of December 31, 2002, 110,523 shares had been issued pursuant to these plans,
leaving 49,477 shares available for future issuance. The issuance price is
based on the market price of the stock at issuance date.
All shares issued under the 401(k) savings and investment plans are issued
pursuant to an exemption from registration under the Securities Act of 1933, as
amended (the "Securities Act"), contained in Section 3(a)(11) thereof and Rule
147 promulgated thereunder. During the period ending nine months after the date
of issuance of these shares, these shares may be transferred only to residents
of the State of Maine. Each certificate issued for these plan shares bears a
legend referring to this restriction.
Shares issued under the employee stock purchase plan prior to September
11, 1998, were issued pursuant to exemptions from registration under Section
3(a)(11) and Rule 147 of the Securities Act. Shares issued under the employee
stock purchase plan on or after September 11, 1998, have been issued pursuant
to a registration statement filed under the Securities Act. The members of the
Board of Directors and certain officers of the Company, who may be deemed to be
"affiliates", may resell shares of the Company's common stock purchased or
acquired under this plan only in accordance with certain restrictions imposed
by the Securities Act and Rule 144 promulgated thereunder.
The Bank's 401(k) Plan (The First National Bank of Damariscotta Savings
and Investment Plan) is the Bank's sole retirement plan, and was modified in
1996 after termination of the Bank's traditional defined benefit pension plan.
It is available to any employee who has attained the age of 21 and completed
six months of continuous service. Employees may contribute up to 50.0% of their
compensation (not to exceed $11,000 if under age 50 and $12,000 if over age
50), and the Bank may provide a match of up to 3.0% of compensation. Subject to
a vote of the Board of Directors, the Bank may also make a profit-sharing
contribution to the Plan, and in 2002 this contribution equaled 3.0% of each
eligible employee's compensation. The 401(k) Plan is administered by a special
committee appointed by the Board of Directors.
Employee contributions are 100% vested at all times, while employer
contributions are vested over a five-year period. Upon termination of
employment for any reason, a plan participant may receive his or her
contribution account and earnings allocated to it, as well as the vested
portion of his or her employer-matching account and earnings allocated to it.
Non-vested amounts are forfeited and are used by the Bank to help defray plan
administration expenses incurred by the Bank. The Bank paid $95,000 in matching
contributions and $121,000 in profit-sharing contributions to this plan in
2002. Plan participants may direct the trustees of the 401(k) Plan to purchase
specific assets for their accounts from a selection which includes seven mutual
funds as well as the Company's stock. As of December 31, 2002, 57,321 shares of
the Company's stock had been purchased by the 401(k) Plan at the direction of
plan participants.
The Bank instituted an employee stock purchase plan effective February 1,
1987, and the Board of Directors has allocated 80,000 shares of stock to be
available for purchase under this plan. Employees who have been employed by the
Bank for three consecutive calendar months are eligible to purchase shares on a
quarterly basis through payroll deduction. The price per share for shares sold
pursuant to the plan is defined as the closing price on the day the shares are
purchased. As of December 31, 2002, 53,202 shares of the Company's stock had
been purchased pursuant to the plan.
The Bank provides all full-time employees with group life, health, and
long-term-disability insurance through the Independent Bankers' Employee
Benefits Trust of Maine. A Flexible Benefits Plan is available to all full-time
employees after satisfying eligibility requirements and to part-time employees
scheduled to work 20 or more hours a week.
The Bank also sponsors an un-funded, non-qualified supplemental retirement
plan for certain officers. The plan provides supplemental retirement benefits
payable in installments over 20 years upon retirement or death. The costs for
this plan are recognized over the service lives of the participating officers.
The projected retirement benefit for Mr. Daigneault, assuming he remains
employed by the Bank until normal retirement age of 65, is $169,329 per year,
with such payments beginning in the year 2017. The projected retirement benefit
for Mr. Ward, assuming he remains employed by the Bank until normal retirement
age of 65, is $61,127 per year, with such payments beginning in the year 2018.
The expense for all participants in this supplemental plan was $112,000 in
2002, $141,000 in 2001, and $123,000 in 2000. As of December 31, 2002 and 2001,
the accrued liability of this plan was $591,000 and $484,000, respectively.
On December 15, 1994, the Company's board of directors adopted a Stock
Option Plan (the "Option Plan") for the benefit of officers and other full-time
employees of the Company and the Bank. This plan was approved by the Company's
shareholders at the 1995 Annual Meeting. Under the Option Plan, 200,000 shares
(subject to adjustment to reflect stock splits and similar events) are reserved
from the authorized but unissued common stock of the Company for future
issuance by the Company for exercise of stock options granted to certain key
employees of the Company and the Bank from time to time. The purpose of the
Option Plan is to encourage the retention of such key employees by facilitating
their purchase of a stock interest in the Company. The Option Plan is intended
to provide for the granting of incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") to employees of the
Company or the Bank.
The Option Plan is administered by the Options Committee of the Company's
board of directors, which is comprised solely of directors who are ineligible
to receive grants of stock options under the Option Plan and who have not
received grants of options within the 12 months preceding their appointment to
the Options Committee. The Options Committee selects the employees of the Bank
and the Company to whom options are to be granted and designates the number of
options to be granted. The Option Plan may be amended only by the vote of the
holders of a majority of the Company's outstanding common stock if such
amendment would increase the number of shares available for issuance under the
Option Plan, change the eligibility criteria for grants of options under the
Option Plan, change the minimum option exercise price or increase the maximum
term of options. Other amendments may be effected by the Options Committee.
Employees selected by the Options Committee receive, at no cost to them,
options under the Option Plan. The option exercise prices are equal to or
exceed the fair market value of the shares on the date of the grant, and no
option is exercisable after the expiration of 10 years from the date it is
granted. The fair market value of the shares is determined by the Options
Committee as specified in the Option Plan. The optionee cannot transfer or
assign any option other than by will or in accordance with the laws of descent
and distribution, and the option may be exercised only by the employee during
the employee's lifetime. After an employee's death, options may be exercised by
the employee's estate or heirs up to one year following the date of death. Code
Section 422 limits option grants by providing that during the term of the
Option Plan, no grant may be made to any employee owning more than 10% of the
Company's outstanding shares unless the exercise price is at least 110% of the
underlying shares' fair market value and such option is not exercisable more
than five years following the option grant. The aggregate fair market value of
the stock for which any employee may be granted incentive stock options which
are first exercisable in any calendar year may generally not exceed $100,000.
While generally no options may be exercisable before the second
anniversary of the grant date, in the event of a change in control involving
the Company all options (other than those held by officers or directors of the
Company or the Bank for less than six months) shall become immediately
exercisable. Also, an employee whose employment is terminated in connection
with or within two years after such a change in control event shall be entitled
to exercise all options for up to three months following the date of
termination; provided that options held by officers or directors shall not be
exercisable until six months after the grant date. Employees whose services are
terminated, other than following a change in control as described above, shall
thereupon forfeit any options held; provided, however, that following
termination due to disability an employee shall be entitled to exercise options
for up to one year (provided, further, that officers may exercise only with
respect to options held for at least six months).
The Company receives no monetary consideration for the granting of
incentive stock options. Upon the exercise of options, the Company receives
payment in cash from optionees in exchange for shares issued. No federal income
tax consequences are incurred by the Company at the time incentive stock
options are granted or exercised, unless the optionee incurs liability for
ordinary income tax treatment upon exercise of the option, as discussed below,
in which event the Company would be entitled to a deduction equal to the
optionee's ordinary income attributable to the options. Provided the employee
holds the shares received on exercise of a stock option for the longer of two
years after the option was granted or one year after it was exercised, the
optionee will realize capital gains income (or loss) in the year of sale in an
amount equal to the difference between the sale price and the option exercise
price paid for shares. If the employee sells the shares prior to the expiration
of the period, the employee realizes ordinary income in the year of disposition
equal to the difference between the fair market value of the shares on the date
of exercise and the exercise price and capital gains income (or loss) equal to
the difference (if any) between the sale price of the shares and the fair
market value of the shares on the date of exercise.
In addition to the tax consequences discussed above, the excess of the
option price over the fair market value of the optioned stock at the time of
option exercise is required to be treated by an incentive optionee as an item
of tax preference for purposes of the alternative minimum tax.
Performance Graph
Set forth below is a line graph comparing the five-year cumulative total
return of $100.00 invested in the Company's common stock ("FNLC"), assuming
reinvestment of all cash dividends and retention of all stock dividends, with a
comparable amount invested in the Standard & Poor's 500 Index ("S&P 500") and
the NASDAQ Combined Bank Index ("NASD Bank"). The NASD Bank index is a
capitalization-weighted index designed to measure the performance of all NASDAQ
stocks in the banking sector.
The following information is presented in a line graph in the printed form
10_K:
-------------------------------------------------------------------------------
Performance graph data 1997 1998 1999 2000 2001 2002
-------------------------------------------------------------------------------
FNLC 100.00 166.18 123.71 123.03 184.42 271.97
NASD Bank 100.00 88.23 81.19 93.10 102.48 107.11
S&P 500 100.00 128.34 155.08 141.08 124.36 96.87
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ADDITIONAL INFORMATION
Principal Accountants
Berry, Dunn, McNeil & Parker (BDMP) was selected as First National Lincoln
Corporation's principal accountants for 2002. Representatives of BDMP are
expected to be present at the shareholders' meeting, will have an opportunity
to make a statement at such meeting if they desire to do so, and will be
available to respond to appropriate questions.
Disclosure of Audit Fees
Audit Fees. The aggregate fees of BDMP for the audit of First National Lincoln
Corporation's financial statements at and for the year ended December 31, 2002
and reviews of First National Lincoln Corporation's Quarterly Reports on Form
10-Q were $48,340, of which an aggregate amount of $24,500 has been billed
through December 31, 2002.
Financial Information Systems Design and Implementation Fees. No services were
rendered by BDMP to First National Lincoln Corporation for the year ended
December 31, 2002 for financial information systems design and implementation.
All Other Fees. The aggregate fees for services other than those discussed
above rendered by BDMP to First National Lincoln Corporation for the year ended
December 31, 2002 were $45,280, of which an aggregate amount of $36,280 has
been billed through December 31, 2002.
The audit committee has considered the compatibility of the non-audit services
furnished by BDMP with the firm's need to be independent. BDMP did not provide
any internal audit services to the Company in 2002.
Audit Charter
First National Lincoln Corporation published its Audit Charter in the 2001
Proxy Statement.
Report of the Audit Committee
March 21, 2003
To the Board of Directors of First National Lincoln Corporation:
The Audit Committee has reviewed and discussed with management the Company's
audited financial statements as of and for the year ended December 31, 2002.
The Audit Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61,
"Communication with Audit Committees," as amended, promulgated by the Auditing
Standards Board of the American Institute of Certified Public Accountants.
The Audit Committee has received and reviewed the written disclosures and the
letter from the independent auditors required by Independence Standard No. 1,
"Independence Discussions with Audit Committees," as amended, by the
Independence Standards Board, and has discussed with the auditors the auditors'
independence.
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, 2002.
Each of the members of the Audit Committee is independent as defined under the
listing standards of the NASDAQ stock market.
/s/ David B. Soule
David B. Soule, Audit Committee Chairman
/s/ Robert B. Gregory
Robert B. Gregory
/s/ Dana L. Dow
Dana L. Dow
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that the Company's directors,
executive officers, and any person holding more than ten percent of the
Company's Common Stock file with the SEC reports of ownership changes, and that
such individuals furnish the Company with copies of the reports.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that all of its executive officers and directors complied with all Section
16(a) filing requirements applicable to them in 2002.
Information About Stockholder Proposals
If you wish to submit proposals to be included in the Company's 2004 proxy
statement for the 2004 Annual Meeting of Stockholders, the Company must receive
them by December 31, 2003, pursuant to the proxy solicitation regulations of
the SEC. SEC rules contain standards as to which stockholder proposals are
required to be in the proxy statement. Any such proposal will be subject to 17
C.F.R. ss.240.14a-8 of the rules and regulations promulgated by the SEC.
In addition, under the Company's Bylaws, if you wish to nominate a
director or bring other business before an annual meeting:
* You must be a stockholder of record and have given timely notice in writing
to the Clerk of the Company.
* Your notice must contain specific information required in the Company's
Bylaws.
Accessing Company Financial Statements and Reports
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 and is enclosed herewith. Shareholders may obtain a copy
of the Company's Annual Report to the Securities and Exchange Commission on
Form 10-K, without charge. Written requests should be directed to F. Stephen
Ward, Treasurer, at P.O. Box 940, Damariscotta, ME 04543. First National
Lincoln Corporation is in the process of developing a new website which is
scheduled to be operational by May 1, 2003. All press releases, SEC filings and
other reports or information issued by the Company will be available at:
www.firstnationallincolncorp.com. Prior to this date, all SEC filings are
accessible at the Commission's website: www.sec.gov.
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 it discretionary
authority to vote according to their best judgment. It is the intention of the
persons named in the Proxy to vote pursuant to the Proxy in accordance with the
recommendations of Management.
By Order of the Board of Directors
/s/Charles A. Wootton
Charles A. Wootton, Clerk
Damariscotta, Maine
March 21, 2003
FIRST NATIONAL LINCOLN CORPORATION
Post Office Box 940, Main Street, Damariscotta, Maine 04543
PROXY
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoint Daniel R. Daigneault and F. Stephen Ward as
Proxies, each with power to appoint a substitute, and hereby authorize 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
March 10, 2003, at the Annual Meeting of Stockholders to be held on April 29,
2003, or at any adjournment thereof.
1. To ratify the Board of Directors' vote to fix the number of Directors at
ten.
____For ____Against ____Abstain
2. To elect as directors of the Company the three persons listed for a three-
year term:
Daniel R. Daigneault Dana L. Dow Robert B. Gregory
_____Vote for all Listed Nominees
_____Authority to Vote for Directors is Withheld
_____Vote for Listed Nominees Except the Following:
Instruction: to withhold authority to vote for any individual Nominee(s), write
the name(s) of the Nominee(s) in the space provided above.
3. To transact such other business as may properly come before the meeting or
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, AND 2 AND IN THE DISCRETION OF
MANAGEMENT WITH RESPECT TO ANY OTHER MATTERS WHICH MAY COME BEFORE THE MEETING.
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.
Date __________________________________________________ 2003
Signature___________________________________________________
Signature___________________________________________________
Please mark this proxy and return in the enclosed self addressed stamped
envelope