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CAMDEN NATIONAL CORP

For the period ended May 21, 2024. Filed Apr 5, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2024 · Filed Apr 5, 2024

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CAC$58.02+0.2%Stored close · as of Nov 6, 2026
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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

Filed by the Registrantý
Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, For Use of the Commission Only
ýDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

CAMDEN NATIONAL CORP ORATION

(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):

ýNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Shareholders:

You are cordially invited to attend the 2024 Annual Meeting of Shareholders of Camden National Corporation, which will be held on Tuesday, May 21, 2024, at 9:00 a.m., Eastern Daylight Time (together with any adjournments or postponements thereof, the “Annual Meeting”). We will be holding the Annual Meeting virtually via a live audio webcast atwww.virtualshareholdermeeting.com/CAC2024 and in person at Camden National Corporation’s Hanley Center, Fox Ridge Office Park, 245 Commercial Street, Rockport, Maine 04856. You may attend the Annual Meeting virtually or in person. We encourage you to attend the Annual Meeting.

The accompanying Notice of Annual Meeting of Shareholders describes matters to be acted upon at the Annual Meeting. Please give these materials your prompt attention. Whether or not you are able to attend the Annual Meeting, please follow the instructions to vote online, by telephone, or by mail. Submitting your vote by proxy will not limit your right to attend the Annual Meeting. If you attend the Annual Meeting virtually or in person, you may vote if you wish to do so, which will supersede your proxy. Your vote is extremely important, so please act at your earliest convenience.

We appreciate your continued interest in Camden National Corporation.

Sincerely,

Lawrence J. Sterrs

Chair of the Board

Simon R. Griffiths

President and Chief Executive Officer

April 5, 2024

Notice of Annual Meeting of Shareholders to be held May 21, 2024

MEETING DETAILS

DateTuesday, May 21, 2024Time9:00 a.m., Eastern Daylight TimeLocation245 Commercial Street, Rockport, Maine 04856VirtualLive Audio Webcast at www.virtualshareholdermeeting.com/CAC2024

TO THE SHAREHOLDERS OF CAMDEN NATIONAL CORPORATION:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Shareholders of Camden National Corporation, a Maine corporation (the “Company”), will be held on Tuesday, May 21, 2024, at 9:00 a.m., Eastern Daylight Time, at Camden National Corporation's Hanley Center, Fox Ridge Office Park, 245 Commercial Street, Rockport, Maine 04856 and virtually via live audio webcast atwww.virtualshareholdermeeting.com/CAC2024 (together with any adjournments or postponements thereof, the “Annual Meeting”) for the purpose of considering and voting upon the following matters:

1234
Election of Directors.Shareholder “Say-on-Pay."Ratification of Appointment of Independent Registered Public Accounting Firm.Other Business.
To elect seven persons to the Company’s Board of Directors, each for a term that expires in 2025.To approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers (“Say-on-Pay”).To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.To consider and act upon such other business, matters or proposals as may properly come before the Annual Meeting.

The Company's Board of Directors has fixed the close of business on March 25, 2024 as the record date (the “Record Date”) for determining the shareholders of the Company entitled to receive notice of, and to vote at, the Annual Meeting. Only shareholders of record of the Company’s common stock at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting.

ATTENDING AND VOTING AT THE ANNUAL MEETING

Attending by virtual means: You will be able to attend the Annual Meeting virtually by visitingwww.virtualshareholdermeeting.com/CAC2024. To vote your shares or submit questions at the Annual Meeting, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. If you do not have access to your control number, please contact Broadridge, no earlier than 30 minutes prior to the start of the Annual Meeting, at (844) 976-0738 (domestic) or (303) 562-9301 (international). If you hold your shares in a brokerage account and do not have access to your control number, neither the Company nor Broadridge will be able to provide your control number and you will need to contact your broker. If you do not enter your control number at the log-in page, you will be able to join the live audio webcast of the meeting as a guest, but you will not be able vote your shares or submit questions at the Annual Meeting.

If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page. Technical support will be available starting 15 minutes prior to the start of the Annual Meeting.

Voting by virtual means: You will be able to vote your eligible shares while attending the virtual annual meeting by following the instructions on the Annual Meeting website atwww.virtualshareholdermeeting.com/CAC2024.

Voting in person: If you want to vote in person at the Annual Meeting and you are a holder of record, you must register with the Inspector of Election at the Annual Meeting (“Inspector of Election”), and produce valid, government-issued photo identification, such as a driver’s license or passport. If you want to vote in person at the Annual Meeting and you hold your shares in street name, you must obtain an additional proxy from your bank, broker or other holder of record authorizing you to vote. You must bring such proxy to the Annual Meeting, present it to the Inspector of Election, and produce valid, government-issued photo identification, such as a driver’s license or passport.

During the Annual Meeting, we will answer questions that are submitted online and in person by shareholders as time permits. However, we reserve the right to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

üYOUR VOTE IS IMPORTANT. SHAREHOLDERS ARE URGED TO VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. TO VOTE YOUR SHARES, PLEASE FOLLOW THE INSTRUCTIONS IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR THE PROXY CARD YOU RECEIVED IN THE MAIL. IF YOU VOTE ONLINE OR BY TELEPHONE, YOU DO NOT NEED TO RETURN A PROXY CARD. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO, WHICH WILL SUPERSEDE YOUR PROXY. IF YOU HOLD SHARES THROUGH A BROKER, CHECK THE VOTING INSTRUCTIONS PROVIDED TO YOU BY THAT BROKER.

By Order of the Board of Directors,

Brandon Y. BoeyGeneral Counsel & Corporate Secretary

April 5, 2024

Proxy Statement Table of Contents

ANNUAL MEETING AND VOTING PROCEDURES
General Information1
Electronic Delivery of Proxy Materials2
Quorum and Vote Required2
Voting3
Revocability of Proxies4
Important Notice Regarding the Availability of Proxy Materials4
PROPOSALS TO BE VOTED UPON AT ANNUAL MEETING
Proposal 1: Election of Directors6
Proposal 2: Shareholder "Say-on-Pay"7
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm8
Other Matters9
COMMITMENT TO CORPORATE SOCIAL RESPONSIBILITY10
BOARD OF DIRECTOR AND CORPORATE GOVERNANCE INFORMATION
Current Board Members14
Director Qualifications and Experience23
Board Statement on Diversity, Equity and Inclusion24
Corporate Governance Information25
Leadership Structure and Succession Planning26
Shareholder Communication with the Board26
Shareholder Director Nominations for the 2025 Annual Meeting27
Other Shareholder Proposals for the 2025 Annual Meeting27
Director Attendance at Meetings of the Board and its Committees and Annual Shareholder Meeting28
Corporate Governance and Risk Committee28
Audit Committee31
Report of the Audit Committee32
Compensation Committee32
Compensation Committee Interlocks and Insider Participation32
Capital Planning Committee33
Technology Committee33
Board Evaluations33
Mandatory Director Retirement33
Director Stock Ownership Guidelines33
Anti-Hedging and Pledging Restriction Policy33
Director Independence34
Director Compensation34
Director Retainer Fees, Meeting Fees and Equity Grants35
Director Deferred Compensation Plan35
Related Party Transactions35
EXECUTIVE OFFICER INFORMATION
Identification of Named Executive Officers37
Compensation Discussion and Analysis38
Overview38
Executive Summary38
Compensation Best Practices and Sound Governance41
Compensation Philosophy and Objectives42
Emphasis on "At Risk"/Performance-Based Pay43
Role of Shareholders, Compensation Committee, Executives and Senior Management, and Consultants and Advisers43
Compensation Committee Activity and Key Initiatives44
Benchmarking Compensation45
2023 Compensation Program Components47
Base Salary48
Executive Annual Incentive Program (“EAIP”)48
2023 Cash Bonus52
Management Stock Purchase Program (“MSPP”)53
Long-Term Incentive Program (“LTIP”)54
CEO Transition Arrangements58
Retirement and Other Benefits60
Other Compensation and Benefits61
Employment and Change in Control Agreements61
Executive Stock and Clawback Policies61
2024 EAIP61
Tax and Accounting Considerations63
Compensation Committee Report63
Tabular Disclosures Regarding Named Executive Officers63
2023 Summary Compensation Table64
2023 Grants of Plan-Based Awards Table67
2023 Outstanding Equity Awards at Fiscal Year-End (Stock Awards)69
2023 Option Exercises and Stock Vested Table71
2023 Pension Benefits Table71
2023 Nonqualified Defined Contribution Table (DCRP)72
2023 Nonqualified Deferred Compensation Table (DCP)73
Change in Control (CIC) Agreements73
Potential Payments Upon Termination or Change in Control75
Pay Ratio Disclosure76
Pay Versus Performance77
STOCK OWNERSHIP AND OTHER MATTERS
Common Stock Beneficially Owned by any Entity with 5% or More of Common Stock and Owned by Directors and Executive Officers82
Solicitation of Proxies84
APPENDIX
Appendix A85
ContentsView on SEC.gov

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