DEF: First Bancorp Sets 2026 Annual Meeting, Board Elections

Sentiment:

Annual Meeting Proxy Statement 19 March 2026 9:22 AM

First Bancorp announces its 2026 Annual Meeting of Shareholders to elect directors, ratify auditors, and vote on executive compensation, alongside reporting strong 2025 financial performance.

Better than expectedNet income increased significantly to $111.0 million in 2025 from $76.2 million in 2024.Diluted EPS rose to $2.68 in 2025 from $1.84 in 2024.Adjusted Net Income and Adjusted D-EPS for 2025 were $166.1 million and $4.01 respectively, demonstrating strong underlying performance despite strategic securities losses.Net interest margin expanded to 3.40% in 2025 from 2.89% in 2024, indicating improved profitability.Asset quality remained strong with low nonperforming assets (0.30% of total assets) and net loan charge-offs (0.10% of average loans).Capital ratios are well above regulatory well-capitalized thresholds.

Summary

Annual Meeting of Shareholders scheduled for April 28, 2026, at 9:00 a.m. ET in Raleigh, North Carolina.
Shareholders will vote on the election of 11 nominees to the Board of Directors, ratification of Crowe LLP as independent auditors for 2026, and a non-binding advisory vote on named executive officer compensation (Say on Pay).
Record date for voting is March 6, 2026, with 41,429,641 shares of common stock outstanding.
First Bancorp reported total consolidated assets of $12.7 billion, total loans of $8.7 billion, total deposits of $10.7 billion, and shareholders' equity of $1.7 billion as of December 31, 2025.
Net income for 2025 was $111.0 million ($2.68 D-EPS), up from $76.2 million ($1.84 D-EPS) in 2024.
Adjusted Net Income for 2025 was $166.1 million ($4.01 Adjusted D-EPS), after accounting for $71.6 million in securities losses from strategic portfolio restructuring.
Net interest margin (NIM) increased to 3.40% for 2025 from 2.89% in 2024, with consistent quarterly improvement.
Nonperforming assets remained low at $37.7 million (0.30% of total assets) at December 31, 2025.
Net loan charge-offs for 2025 were $8.6 million (0.10% of average loans).
Capital ratios significantly exceed regulatory well-capitalized thresholds: leverage ratio of 11.21% (vs. 4.00% threshold) and total risk-based capital ratio of 16.12% (vs. 10.50% threshold).
Executive compensation for 2025 included base salaries, annual incentive plan (AIP) payouts (50% cash, 50% restricted stock), and Long Term Incentive Plan (LTIP) grants.
CEO Richard H. Moore's 2025 base salary was $550,000, increasing to $600,000 for 2026. His 2025 AIP payout was $448,756 (split cash/restricted stock).
Other NEOs also received base salary adjustments and incentive payouts, with discretionary bonuses for Mr. Currie ($100,000), Ms. Bostian ($75,000), and Mr. Wilson ($75,000).
Board of Directors approved increased director fees for 2026, with base cash fees rising from $37,500 to $50,000 annually, and stock grants increasing from $37,500 to $50,000.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this filing positively due to strong financial performance, robust capital ratios, and effective risk management, despite the impact of strategic securities losses. The proactive adjustments to executive and director compensation also reflect a commitment to competitive talent retention.

Positives

Significant increase in net income to $111.0 million in 2025 from $76.2 million in 2024.
Diluted EPS increased to $2.68 in 2025 from $1.84 in 2024.
Adjusted Net Income of $166.1 million and Adjusted D-EPS of $4.01 for 2025, demonstrating strong underlying performance despite securities losses.
Net interest margin (NIM) expanded to 3.40% in 2025 from 2.89% in 2024, with consistent quarterly improvement.
Maintained strong asset quality with nonperforming assets at a low level of $37.7 million (0.30% of total assets).
Net loan charge-offs remained low at $8.6 million (0.10% of average loans) for 2025.
Capital ratios significantly exceed regulatory well-capitalized thresholds (leverage ratio 11.21% vs. 4.00%; total risk-based capital ratio 16.12% vs. 10.50%).
High shareholder support for executive compensation in 2025 (94% in favor).
Board leadership structure includes a Lead Independent Director and a supermajority of independent directors, enhancing governance.
Strong stock ownership requirements for directors and NEOs align interests with shareholders.

Negatives

2025 net income was negatively impacted by $71.6 million in securities losses from strategic portfolio restructuring transactions.
Retail Deposit Growth performance percentage for 2025 was 0.0%, indicating a failure to meet the threshold for this metric in the Annual Incentive Plan.
Three Section 16(a) reports for Ms. Bostian, Mr. Hicks, and Ms. Donnelly were filed one day late in 2025 due to administrative delays.

Risks

The banking industry is highly regulated, and compliance with banking laws and regulations, as well as recommendations from regulatory examinations, poses ongoing risks.
The company's compensation structure is monitored for risks by the Board and Compensation Committee.
Potential for future accounting restatements could trigger clawback provisions for incentive-based compensation from executive officers.
Changes in the current climate of bank acquisitions could impact executive retention and focus if not mitigated by employment agreements.
Hedging and pledging transactions with respect to common stock are inconsistent with shareholder objectives and could compromise incentives or lead to sales during blackout periods.

Future Outlook

The company expects to continue making annual grants under the Long Term Incentive Plan in 2026, adjusted for any changes in employee compensation and grant values set by the Compensation Committee. The Compensation Committee has approved increased base salaries and higher Annual Incentive Plan (AIP) and Long Term Incentive Plan (LTIP) targets for named executive officers for 2026, reflecting a continued focus on performance-based compensation.

Management Comments

"Our compensation program seeks to reward our executives contributions to corporate performance, including contributions of leadership, effort, creative ideas, industry and operational knowledge and ethical behavior, all in pursuit of increasing shareholder value."
"The Committees general philosophy is that we should compensate our executive officers at approximately the same average level as corresponding officers at similarly situated peer financial services companies."
"We may position a base salary in the upper quartile of the market due to experience, performance, or competitive considerations. Also, we provide incentives that may result in compensation reaching the upper quartile of the market when performance exceeds targets."
"The Board believes that this stock ownership policy substantially enhances shareholder value by materially aligning the Boards interests with those of our shareholders."
"The Committee considered this high level of support [94% in favor of Say on Pay] as providing confirmation that the shareholders support our compensation policies and decisions for our NEOs, and determined that its approach to the 2026 compensation policies and decisions would consider the Meridien recommendations, but otherwise would remain generally consistent with the approach in 2025."

Industry Context

StockSavvy.ai notes that First Bancorp's strong financial performance in 2025, particularly the expansion of its Net Interest Margin and robust capital ratios, positions it favorably within the regional banking sector. The strategic portfolio restructuring, while incurring short-term securities losses, aimed to reinvest in higher-yielding assets, a common tactic among banks seeking to optimize returns in a dynamic interest rate environment. The company's focus on maintaining low nonperforming assets and net loan charge-offs indicates effective risk management, which is crucial in the highly regulated banking industry. The increase in executive and director compensation, following a peer analysis by Meridien Compensation Partners, suggests a competitive approach to talent retention, aligning with broader industry trends where attracting and retaining experienced leadership is paramount.

Comparison to Industry Standards

First Bancorp's leverage ratio of 11.21% and total risk-based capital ratio of 16.12% significantly exceed the regulatory well-capitalized thresholds of 4.00% and 10.50% respectively, indicating a strong capital position compared to global banking benchmarks.
The increase in Net Interest Margin (NIM) to 3.40% in 2025 from 2.89% in 2024 demonstrates effective asset-liability management, potentially outperforming some peers struggling with deposit costs or asset yields.
Nonperforming assets at 0.30% of total assets and net loan charge-offs at 0.10% of average loans are indicative of superior asset quality, comparing favorably to industry averages which can often be higher, especially during periods of economic uncertainty.
The company's executive compensation philosophy aims to position compensation at approximately the same average level as similarly situated peer financial services companies, with incentives allowing for upper quartile compensation for exceeding targets. The peer group used for analysis by Meridien Compensation Partners consisted of 17 publicly traded financial institutions ranging in asset size from $8.3 billion to $28.1 billion, providing a relevant benchmark for compensation practices.
The 94% shareholder approval for the 2025 Say on Pay proposal suggests strong investor confidence in the company's executive compensation structure, which is a positive indicator compared to companies facing significant shareholder dissent on compensation matters.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
President of the Company	Michael G. Mayer	NA	February 28, 2026	Retirement
Chief Executive Officer of First Bank	NA	Gregory A. Currie, Jr.	February 2025	Promotion as part of succession plan
Director of the Company and First Bank	NA	Gregory A. Currie, Jr.	October 2025	Appointment
Director of the Company and First Bank	Mary Clara Capel	NA	January 27, 2026	Retirement
Executive Vice President and Chief Operating Officer	NA	Christian A. Wilson	May 2024	New hire

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Leadership Structure	The Board elected Richard H. Moore (CEO) as Chair and James C. Crawford, III as Lead Independent Director in 2022, recognizing benefits of an executive chair with deep industry experience and a strong independent lead director.	January 2022	Enhances strategic communication and independent oversight.
Director Independence	The Board determined in February 2026 that eight of the 11 director nominees are independent under NASDAQ, Exchange Act rules, and Corporate Governance Guidelines.	February 2026	Maintains a supermajority of independent directors, promoting objective decision-making.
Mandatory Retirement Policy	Bylaws state a nominee is ineligible to stand for election after age 72, absent specific Board approval. All current nominees are under 72.	Ongoing	Ensures board refreshment and maintains a balance of experience and new perspectives.
Stock Ownership Requirements for Directors	Any nominee must own or commit to acquire common stock with a monetary value at least equal to five times the cash value of annual director compensation. Newly elected directors have until January 1st of the third year following election to satisfy this.	Ongoing	Aligns directors' interests with shareholders' long-term value creation.
Insider Trading Policies	Adopted policies prohibiting trading while in possession of material, nonpublic information, short sales, hedging, and pledging Company stock as collateral. Executive officers, directors, and designated employees must transact only during open window periods and are encouraged to seek pre-clearance.	Ongoing	Promotes compliance with insider trading laws and ethical conduct, protecting shareholder interests.
Award of Stock Rights Policy	Adopted in 2023, places restrictions on equity awards to directors, executive officers, and 10% shareholders during periods of material nonpublic information or specific blackout periods before and after periodic report filings.	2023	Enhances transparency and fairness in equity compensation grants, mitigating potential for insider advantage.
Excess Incentive-Based Compensation Recovery Policy (Clawback Policy)	Adopted in October 2023, in compliance with SEC and NASDAQ rules, for mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers if an accounting restatement is required to correct a material error.	October 2023	Strengthens accountability and protects company assets in cases of financial misstatement, regardless of misconduct.
Director Compensation	Increased base director fee from $37,500 to $50,000 annually and stock grants from $37,500 to $50,000 for non-employee directors for 2026, based on peer analysis.	2026	Aims to ensure competitive compensation to attract and retain qualified independent directors.

Legal Proceedings

No specific legal proceedings or regulatory matters are detailed in the filing beyond the general statement that the banking industry is highly regulated and certain risks are monitored through reviews of compliance with banking laws and regulations and recommendations in regulatory examinations.

Related Party Transactions

Certain directors, nominees, officers, and principal shareholders (and their affiliates) have deposit accounts and other transactions with First Bank, including loans in the ordinary course of business.
All such loans or extensions of credit were made on substantially the same terms as comparable transactions with independent third parties and did not involve more than normal risk.
At December 31, 2025, the aggregate principal amount of loans outstanding to related parties was approximately $61 million.
No reportable loans of this type are on nonaccrual status or are otherwise impaired.
Related party transactions are approved by the Board of Directors, with the related person not participating in deliberations or voting. The Audit Committee also reviews and ratifies/approves such transactions.

Stakeholder Impact

Shareholders: Direct impact through voting on director elections, auditor ratification, and executive compensation. Benefit from strong financial performance, increased net income, expanded NIM, and robust capital ratios. Interests are aligned with management through stock ownership requirements and performance-based compensation.
Employees: Benefit from competitive executive compensation programs designed to attract and retain talent. The Annual Incentive Plan (AIP) and Long Term Incentive Plan (LTIP) extend to other officers, promoting shared success.
Customers: Benefit from the company's strong financial health and stable operations, indicated by low nonperforming assets and adherence to regulatory capital thresholds.
Regulatory Authorities: The company maintains capital ratios higher than regulatory well-capitalized thresholds and emphasizes compliance with banking laws and regulations, indicating a positive relationship with regulators.
Creditors: Benefit from the company's strong capital position and low risk profile, enhancing the security of their investments.

Next Steps

Annual Meeting of Shareholders to be held on April 28, 2026, to vote on director elections, auditor ratification, and executive compensation.
Shareholders of record as of March 6, 2026, are entitled to vote at the Annual Meeting.
The Board of Directors will elect 11 nominees to serve until the 2027 annual meeting.
Crowe LLP's appointment as independent auditors for 2026 will be ratified.
Shareholders will provide a non-binding advisory vote on named executive officer compensation.
Shareholder proposals for the 2027 annual meeting must be received by November 19, 2026.
Annual grants under the Long Term Incentive Plan are expected in 2026.

Key Dates

Date	Description
1992	James C. Crawford, III served on the Board of Directors of Great Pee Dee Bancorp, Inc. until 2008.
2004	John W. McCauley served on the boards of Select Bank and Select Bancorp until 2021.
2005	Frederick L. Taylor, II became a director of the Company.
2008	James C. Crawford, III became a director of the Company.
2008	Suzanne S. DeFerie became President and CEO of ASB Bancorp and Asheville Savings Bank until 2017.
2010	Carlie C. McLamb, Jr. served on the boards of Select Bancorp and Select Bank until 2021.
2010	Richard H. Moore became a director of the Company.
2012	Richard H. Moore was named President and Chief Executive Officer of the Company.
2012	Elizabeth B. Bostian joined the Company and First Bank as corporate legal counsel.
2014	Michael G. Mayer was named President of First Bank.
2014	Abby J. Donnelly served as a director of CBHI until 2017.
2014	James C. Crawford, III served as Chair of the Board of Directors of the Company and First Bank until January 2022.
2015	Gregory A. Currie, Jr. joined First Bank as Executive Vice President and Regional President.
2015	O. Temple Sloan, III joined the Board.
2016	Michael G. Mayer was named President of the Company.
2016	Elizabeth B. Bostian became Executive Vice President of the Company and First Bank.
2017	Suzanne S. DeFerie joined the Board of Directors of the Company as part of the merger of ASB Bancorp.
2017	Abby J. Donnelly joined the Board as part of the merger of CBHI.
2017	Michael G. Mayer was named Chief Executive Officer of First Bank and appointed to the Board.
2018	Retention and retirement payments of $1 million for Mr. Mayer were approved, vesting in February 2023.
2018	Dexter V. Perry served on the boards of directors of Mechanics & Farmers Bank and M&F Bancorp, Inc. until 2021.
2019	Suzanne S. DeFerie retired as Executive Vice President and Regional President for the Asheville Region of First Bank.
2021	John W. McCauley joined the Board as part of the acquisition of Select Bancorp.
2021	Carlie C. McLamb, Jr. joined the Board as part of the acquisition of Select Bancorp.
2021	Dexter V. Perry joined the Board.
2021	Gregory A. Currie, Jr. was promoted to Chief Banking Officer.
2021	Elizabeth B. Bostian became Chief Financial Officer of the Company and First Bank.
January 2022	James C. Crawford, III was elected Lead Independent Director.
January 2022	The Compensation Committee engaged Pearl Meyer & Partners to review executive compensation.
2022	Richard H. Moore was elected Chair of the Board.
2022	Retention and retirement payments of $500,000 for Mr. Mayer were approved, vesting 25% per year over four years.
February 2023	Mr. Mayer's 2018 retention and retirement payment of $1 million fully vested.
June 2023	NEOs were granted stock based on percentages of annual base salary, vesting on June 27, 2026.
October 2023	The Audit Committee adopted and the Board ratified the Excess Incentive-Based Compensation Recovery Policy (Clawback Policy).
November 2023	Gregory A. Currie, Jr. became President of First Bank.
January 23, 2024	BlackRock Inc. filed Schedule 13G/A indicating beneficial ownership of 13.95% of common stock.
February 13, 2024	The Vanguard Group filed Schedule 13G/A indicating beneficial ownership of 6.73% of common stock.
May 2024	Christian A. Wilson joined the Company and First Bank as Executive Vice President and Chief Operating Officer.
May 31, 2024	Shareholders approved the First Bancorp 2024 Equity Plan.
July 2024	NEOs were granted stock based on percentages of annual base salary, vesting on July 23, 2027.
February 2025	Gregory A. Currie, Jr. became Chief Executive Officer of First Bank.
June 24, 2025	NEOs were granted stock based on percentages of annual base salary, vesting on June 24, 2028.
October 2025	Gregory A. Currie, Jr. was appointed as a director of the Company and First Bank.
November 5, 2025	FMR LLC filed Schedule 13G indicating beneficial ownership of 6.73% of common stock.
December 31, 2025	End of fiscal year for financial highlights and executive compensation reporting.
January 2026	Meridien Compensation Partners provided recommendations for 2026 compensation.
January 2026	Compensation Committee approved increased base salaries and incentive targets for NEOs for 2026.
January 27, 2026	Mary Clara Capel retired as a director of the Company and First Bank.
February 2026	Board of Directors made annual independence determinations for directors.
February 28, 2026	Michael G. Mayer retired as President of the Company.
March 6, 2026	Record date for shareholders entitled to vote at the Annual Meeting.
March 19, 2026	Notice of Internet Availability of Proxy Materials first mailed to shareholders.
March 19, 2026	Date of the Proxy Statement.
April 1, 2026	Ages of directors and nominees are as of this date.
April 23, 2026	Voting deadline for 401(k) plan shareholders.
April 27, 2026	Internet and telephone voting facilities close for eligible shareholders of record.
April 28, 2026	Annual Meeting of Shareholders to be held.
November 19, 2026	Deadline for shareholder proposals to be considered for inclusion in the 2027 proxy statement.
January 5, 2027	First one-third increment vesting date for 2025 AIP restricted stock grants.
June 27, 2026	Vesting date for 2023 LTIP stock grants.
July 23, 2027	Vesting date for 2024 LTIP stock grants.
January 5, 2028	Second one-third increment vesting date for 2025 AIP restricted stock grants.
June 24, 2028	Vesting date for 2025 LTIP stock grants.
January 5, 2029	Third one-third increment vesting date for 2025 AIP restricted stock grants.
January 2030	Vesting date for Mr. Currie's equity grant related to his promotion to CEO of First Bank.

Recommendation

strong buy

The filing reveals First Bancorp's robust financial health, marked by a significant increase in net income and diluted EPS in 2025, even after accounting for strategic securities losses. The adjusted earnings per share of $4.01 highlights strong underlying operational performance. The expansion of the Net Interest Margin to 3.40% and exceptionally strong capital ratios (Leverage Ratio of 11.21% and Total Risk-Based Capital Ratio of 16.12%) far exceeding regulatory minimums demonstrate excellent financial management and resilience. Asset quality remains pristine with low nonperforming assets and charge-offs. The proactive and well-supported corporate governance, including strong stock ownership guidelines and a clawback policy, further instills confidence. These factors collectively suggest a company with solid fundamentals, effective strategy execution, and a commitment to shareholder value, making it a compelling "strong buy" for seasoned investors.

Keywords

First Bancorp, SEC Filing, Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Financial Performance, Banking Industry, Net Interest Margin, Capital Ratios, Shareholder Vote, Board of Directors, Risk Management, Stock Ownership, Crowe LLP, D-EPS, Adjusted Net Income, Nonperforming Assets, Loan Growth, Deposit Growth, Efficiency Ratio

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