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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

CAC$58.02+0.2%Stored close · as of Nov 6, 2026
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Long-Term Incentive Program (LTIP

Awards made under the LTIP are used to achieve multiple objectives in our compensation philosophy: (1) reward performance of predefined three-year performance goals; (2) align executive incentive compensation with increases in shareholder value; and (3) retain key employees using equity compensation with multi-year vesting schedules. As of December 31, 2024, there were three LTIPs with outstanding, unvested awards: (1) the 2022 — 2024 LTIP; (2) the 2023 — 2025 LTIP; and (3) the 2024 — 2026 LTIP.

2024 – 2026 LTIP Design and Awards

The 2024 — 2026 LTIP consists of a combination of service-based equity awards in the form of restricted stock awards (50%) and performance-based equity awards in the form of performance shares (50%). The 2024 — 2026 LTIP is designed to meet the Company’s objectives to reward executives for driving long-term performance, align executives with shareholder interests and bolster retention of high performing executives.

Each named executive officer has a predetermined target award level, which is reflected as a percentage of base salary at the beginning of the three-year period, based on competitive market data for each position.

Restricted stock awards vest one-third each year over a three-year vesting period.

Performance-based equity awards (i.e., performance share units) cliff-vest three years from the grant date, if: (1) the predefined performance measures are met at the end of each three-year performance period and (2) subject to the participant’s continued employment with the Company through the vesting date. The vested performance-based equity will be delivered in Company shares based on the performance level achieved. If a minimum level of performance is not achieved, the performance-based grants are forfeited. The Compensation Committee also retains discretion to make certain adjustments to equity awards granted under the 2022 Equity and Incentive Plan, including providing for objectively determinable adjustments, modifications or amendments to any performance criteria, as the Compensation Committee may deem appropriate.

Annually, the Compensation Committee approves the predefined performance measures, and such measures may change from time-to-time to best align with shareholder interest and priorities, as well as consideration of markets and evolution of compensation pay practices for the Company’s peer group. The Compensation Committee selected two financial metrics as the performance metrics for the performance shares granted in 2024 for the 2024 — 2026 LTIP awards: (1) relative core return on average assets (“Core ROAA”); and (2) relative core return on average equity (“Core ROAE”), each weighted equally. The Core ROAA and Core ROAE financial metrics will each be evaluated relative to a predefined industry index. The Compensation Committee determined that these two financial metrics aligned well with shareholder interests as they balance the generation of profitable growth with shareholders’ long-term interests. The use of “core” metrics enables the Company’s operating

Camden National Corporation 2025 Proxy Statement63

Compensation Discussion and Analysis

performance to be measured in comparison to its peers’ operating performance, excluding certain transactions and nonrecurring items that are not reflective of the Company or peer groups core businesses.

Core ROAA: Core ROAA, as defined by S&P Global, is net income after taxes and before extraordinary items, less net income attributable to noncontrolling interests, gain or loss on the sale of held to maturity and available for sale securities, amortization of intangible assets, goodwill and other nonrecurring items, as applicable, as a percentage of average assets as reported in the Company’s audited financial statements. Core ROAA performance is measured by the percentile rank of three-year average Core ROAA relative to an Industry Index (S&P U.S. SmallCap Banks Index, exchange-traded commercial banks with assets between $2 billion and $10 billion as of December 31, 2023). Performance between payout levels at or above threshold (i.e., between the threshold, target and stretch levels noted below) is calculated using a straight-line interpolation methodology.

Core ROAE: Core ROAE, as defined by S&P Global, is net income after taxes and before extraordinary items, less net income attributable to noncontrolling interests, gain or loss on the sale of held to maturity and available for sale securities, amortization of intangible assets, goodwill and other nonrecurring items, as applicable, as a percentage of average equity as reported in the Company’s audited financial statements. Core ROAE performance is measured by the percentile rank of three-year average Core ROAE relative to an Industry Index (S&P U.S. SmallCap Banks Index, exchange-traded commercial banks with assets between $2 billion and $10 billion as of December 31, 2023). Performance between payout levels at or above threshold (i.e., between the threshold, target and stretch levels noted below) is calculated using a straight-line interpolation methodology.

Performance MeasureThreshold Level (25% of Target)Target(100%)Stretch(200% of Target)
Relative Core ROAA(Percentile Rank at or above)25th55th85th
Relative Core ROAE(Percentile Rank at or above)25th55th85th

The grants awarded in 2024 for the 2024 — 2026 LTIP are summarized in the following table and reported in our “Grants of Plan-Based Awards” on page 71.

2024 — 2026 LTIP Grant

NamePositionGrant as % of SalaryGrant DateTotal Value($)Service-Based Shares Value($)(1)(2)Performance-Based Shares Value($)(3)
Simon R. GriffithsPresident & CEO60%494,962247,481247,481
Michael R. ArcherEVP, CFO25%97,46848,73448,734
William H. MartelEVP, Chief Technology Officer25%86,23043,11543,115
Patricia A. RoseEVP, Retail & Mortgage Banking25%84,98042,49042,490
Ryan A. SmithEVP, Chief Credit Officer25%87,47843,73943,739
  1. The values reported reflect the aggregate grant date fair value of the stock award, as determined in accordance with ASC Topic 718. For a discussion of the assumptions used in the calculations of these stock award amounts, refer to Note 17 of the Company’s consolidated financial statements for the year ended December 31, 2024.

  2. The restricted stock awards vest over a three-year period. The number of shares granted was determined by taking the total value and dividing the Service-Based Shares Value by the April 30, 2024 (grant date) closing share price of $31.22.

  3. The performance share units are tied to performance goals (discussed above), which are set by the Compensation Committee at the beginning of the three-year performance period. The actual shares earned at the end of the three-year performance period will range from 0% to 200% of the target award depending upon the Company’s actual performance against the three-year performance metrics. The value presented assumes the achievement of the target performance level.

64Camden National Corporation 2025 Proxy Statement

Compensation Discussion and Analysis

2022 – 2024 LTIP Performance Period Results

In April 2022, the Compensation Committee approved a grant of performance shares designed to reward performance over a three-year performance period (2022 — 2024), with the opportunity to earn from 0% to 200% of the target award. The Compensation Committee identified two financial performance metrics for measurement of performance for the 2022 – 2024 LTIP, and each was weighted equally: (1) absolute three-year cumulative diluted EPS; and (2) relative ROAE, measured by the percentile rank of three-year average ROAE relative to the SNL Small Cap U.S. Bank Index, exchange-traded commercial banks with assets of $2.0 billion to $10.0 billion as of December 31, 2021, weighted equally.

In March 2025, the Compensation Committee approved the change of the relative ROAE performance measure, as described above, to a relative core ROAE performance measure, as defined by S&P Global, to exclude the effect of certain items in accordance with the terms and conditions of the LTIP, while maintaining comparability to the peer group for relative performance measurement. This change is consistent with the Compensation Committee’s decision last year for the 2021 — 2023 LTIP. The items excluded from the Company’s calculation of Core ROAE for the 2022 — 2024 LTIP included unusual and infrequent transactions, such as investment loss voluntarily taken by the Company during 2022 and 2023 to improve the overall financial performance and returns of the Company in future years and merger-related costs associated with the acquisition of Northway. The Compensation Committee did not make any adjustments to the absolute three-cumulative diluted EPS performance measure for the 2022 — 2024 LTIP as it noted that the impact of the investment losses and merger-related costs did not change the level of performance achievement.

On March 28, 2025, the Compensation Committee approved a payout under the 2022 — 2024 LTIP equal to 40% of target based on the Company’s absolute three-year cumulated diluted EPS and three-year Core ROAE performance during the three-year performance period ended December 31, 2024, as determined by the Compensation Committee as shown in the table below. The performance shares are scheduled to vest on April 26, 2025, the third anniversary of the grant date, subject to continued employment of each named executive officer.

Performance MetricsWeightingThreshold LevelTargetLevelStretch LevelActual End of Year 3Actual Payout as a % of Target
Absolute Three-year Cumulative Diluted EPS50%$12.70$13.02$13.67$10.760%
Relative Core ROAE (Percentile Rank)50%55th65th85th61st80%

Performance Shares Approved for Payout Under the 2022 — 2024 LTIP for the Named Executive Officers —On March 28, 2025, the Compensation Committee approved the payout of performance shares under the 2022 — 2024 LTIP for the named executive officers as follows:

NamePosition2022 — 2024 LTIP at 0% of Target: Absolute Three-year Cumulative Diluted EPS(1)2022 — 2024 LTIP at 80% of Target:Relative Core ROAE(2)Total Performance Shares Issued at 40% of Target under 2022 — 2024 LTIP(3)
Simon R. Griffiths(4)President & CEO0826826
Michael R. ArcherEVP, CFO0289289
William H. MartelEVP, Chief Technology Officer0332332
Patricia A. RoseEVP, Retail & Mortgage Banking0332332
Ryan A. SmithEVP, Chief Credit Officer0322322
  1. Represents the performance shares vested under the 2022 — 2024 LTIP for the absolute three-year cumulative diluted EPS component at 0% of target as measured over the period January 1, 2022 - December 31, 2024, determined using the Company’s closing market price of $46.56 on April 26, 2022 (the grant date for the 2022 — 2024 LTIP).

  2. Represents the performance shares vested under the 2022 – 2024 LTIP for the relative core ROAE component at 80% of target as measured over the period January 1, 2022 – December 31, 2024 as compared to the industry index (SNL Small Cap U.S. Bank Index, exchange-traded

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Compensation Discussion and Analysis

commercial banks with assets of $2.0 billion to $10.0 billion as of December 31, 2021), determined using the Company's closing market price of $46.56 on April 26, 2022 (the grant date for the 2022 — 2024 LTIP).

  1. Represents total performance shares vested and issued under the 2022 – 2024 LTIP at 40% of target, based on (1) a 50% weighting of actual three-year cumulative diluted EPS ratio achieving 0% of target and (2) a 50% weighting of relative core ROAE achieving 80% of target.

  2. Mr. Griffiths participated in the 2022 — 2024 LTIP for 14 of the 36-month performance period upon joining the Company on November 20, 2023.

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