CAMDEN NATIONAL CORP
For the period ended May 20, 2025. Filed Apr 4, 2025.
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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 20, 2025 · Filed Apr 4, 2025
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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 Registrant | ý |
| Filed by a Party other than the Registrant | o |
Check the appropriate box:
| o | Preliminary Proxy Statement |
| o | Confidential, For Use of the Commission Only |
| ý | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting 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):
| ý | No fee required. |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| o | Fee 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 2025 Annual Meeting of Shareholders of Camden National Corporation, which will be held on Tuesday, May 20, 2025, 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/CAC2025 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 4, 2025
Notice of Annual Meeting of Shareholders to be held May 20, 2025
MEETING DETAILS
| DateTuesday, May 20, 2025 | Time9:00 a.m., Eastern Daylight Time | Location245 Commercial Street, Rockport, Maine 04856 | VirtualLive Audio Webcast at www.virtualshareholdermeeting.com/CAC2025 |
|---|
TO THE SHAREHOLDERS OF CAMDEN NATIONAL CORPORATION:
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders of Camden National Corporation, a Maine corporation (the “Company”), will be held on Tuesday, May 20, 2025, 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/CAC2025 (together with any adjournments or postponements thereof, the “Annual Meeting”) for the purpose of considering and voting upon the following matters:
| 1 | 2 | 3 | 4 | 5 | |||
| Election of Directors. | Approval of an Amendment to the Company’s 2022 Equity and Incentive Plan | Shareholder “Say-on-Pay." | Ratification of Appointment of Independent Registered Public Accounting Firm. | OtherBusiness. | |||
| To elect twelve persons to the Company’s Board of Directors, each for a term that expires in 2026. | To approve an amendment to the Company’s 2022 Equity and Incentive Plan (the “Plan”) to increase the number of shares issuable under the Plan and to extend the term of the Plan to 2035. | 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, 2025. | 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 26, 2025 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/CAC2025. 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/CAC2025.
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.
| ü | YOUR 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 4, 2025
Proxy Statement Table of Contents
| ANNUAL MEETING AND VOTING PROCEDURES | 1 |
| General Information | 1 |
| Ways to Vote | 2 |
| Electronic Delivery of Proxy Materials | 2 |
| Quorum and Vote Required | 2 |
| Voting | 3 |
| Revocability of Proxies | 4 |
| Important Notice Regarding the Availability of Proxy Materials | 4 |
| PROPOSALS TO BE VOTED UPON AT ANNUAL MEETING | 5 |
| Proposal 1: Election of Directors | 6 |
| Proposal 2: Approval of an Amendment to the Company's 2022 Equity and Incentive Plan | 7 |
| Proposal 3: Non-binding Advisory Vote on Compensation of the Company's Named Executive Officers | 16 |
| Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm | 17 |
| Other Matters | 18 |
| COMMITMENT TO CORPORATE RESPONSIBILITY | 19 |
| Our Approach to Corporate Responsibility | 19 |
| Corporate Responsibility | 20 |
| BOARD OF DIRECTOR AND CORPORATE GOVERNANCE INFORMATION | 21 |
| Board Composition | 21 |
| Current Board Members | 21 |
| Board Nominees | 23 |
| Director Qualifications and Experience | 35 |
| Corporate Governance Information | 36 |
| Leadership Structure | 37 |
| Shareholder Communication with the Board | 37 |
| Shareholder Director Nominations for the 2026 Annual Meeting | 37 |
| Other Shareholder Proposals for the 2026 Annual Meeting | 38 |
| Director Attendance at Meetings of the Board and its Committees and Annual Shareholder Meeting | 39 |
| Corporate Governance and Risk Committee | 39 |
| Audit Committee | 42 |
| Compensation Committee | 43 |
| Capital Planning Committee | 44 |
| Technology Committee | 44 |
| Board Evaluations | 44 |
| Mandatory Director Retirement | 44 |
| Director Stock Ownership Guidelines | 44 |
| Anti-Hedging and Pledging Restriction Policy | 44 |
| Director Independence | 45 |
| Director Compensation | 45 |
| Director Compensation Program | 46 |
| Director Deferred Compensation Plan | 47 |
| Related Party Transactions | 47 |
| EXECUTIVE OFFICER INFORMATION | 49 |
| Identification of Named Executive Officers | 49 |
| COMPENSATION DISCUSSION AND ANALYSIS | 50 |
| Overview | 50 |
| Executive Summary | 50 |
| Compensation Best Practices and Sound Governance | 52 |
| Compensation Philosophy and Objectives | 53 |
| Emphasis on "At Risk"/Performance-Based Pay | 54 |
| Role of Shareholders, Compensation Committee, Executives and Senior Management, and Consultants and Advisers | 54 |
| Compensation Committee Activity and Key Initiatives for 2024 Executive Compensation | 56 |
| Benchmarking Compensation | 56 |
| 2024 Compensation Program Components | 58 |
| Base Salary | 59 |
| Executive Annual Incentive Program (“EAIP”) | 59 |
| Management Stock Purchase Program (“MSPP”) | 62 |
| Long-Term Incentive Program (“LTIP”) | 63 |
| Retirement and Other Benefits | 66 |
| Changes for 2025 | 66 |
| Employment and Change in Control Agreements | 67 |
| Executive Stock and Clawback Policies | 67 |
| Tax and Accounting Considerations | 68 |
| Compensation Committee Report | 68 |
| Tabular Disclosures Regarding Named Executive Officers | 69 |
| 2024 Summary Compensation Table | 69 |
| 2024 Grants of Plan-Based Awards Table | 71 |
| 2024 Outstanding Equity Awards at Fiscal Year-End | 73 |
| 2024 Option Exercises and Stock Vested Table | 75 |
| 2024 Nonqualified Defined Contribution Table (DCRP) | 75 |
| 2024 Nonqualified Deferred Compensation Table (DCP) | 77 |
| Change in Control (CIC) Agreements | 77 |
| Potential Payments Upon Termination or Change in Control | 80 |
| Pay Ratio Disclosure | 81 |
| PAY VERSUS PERFORMANCE (“PVP”) DISCLOSURE | 82 |
| STOCK OWNERSHIP AND OTHER MATTERS | 87 |
| Common Stock Beneficially Owned by any Entity with 5% or More of Common Stock and Owned by Directors and Executive Officers | 87 |
| Solicitation of Proxies | 89 |
| APPENDIX A | 90 |
| Non-GAAP Financial Measures and Reconciliation to GAAP | 91 |
| ANNEX A | 94 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.