CAMDEN NATIONAL CORP
For the period ended May 19, 2026. Filed Apr 3, 2026.
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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 19, 2026 · Filed Apr 3, 2026
Contents
Director Compensation Program
The Compensation Committee engages Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consultant to the Compensation Committee, to research and analyze independent director compensation on an annual basis. In 2024, the Compensation Committee, with advice from Meridian, completed its annual market review of independent director compensation, which included consideration of current director pay practices and philosophies. The Compensation Committee recommended to the Board in January 2025, and the Board approved, the following changes to the Company’s director compensation program, effective January 1, 2025: (1) eliminate Board and committee fees; (2) in lieu of Board meeting fees, increase the Board member annual retainer from $20,000 to $45,000; (3) in lieu of committee meeting fees, establish an annual retainer for each committee as follows: (i) $10,000 for the Audit Committee, (ii) $6,000 for the Compensation Committee, (iii) $6,000 for the Corporate Governance and Risk Committee, (iv) $2,500 for each of the Capital Planning, Technology, Investment/Asset-Liability, Credit, and Trust Committees, and (4) increase the committee chair annual retainer for each committee as follows: (i) increase the Audit Committee from $10,000 to $20,000, (ii) increase the Compensation Committee from $7,500 to $12,500, (iii) increase the Corporate Governance and Risk Committee from $7,500 to $12,500, (iv) establish an annual retainer of $5,000 for the chairs of the Capital Planning, Technology, Investment/Asset-Liability, Credit, and Trust Committees. As part of annual market review, the Compensation Committee also assessed its annual equity grant and related practices to the Company and the Bank independent directors, and no change to the amount or practice was recommended at this time as both were in line with current market practices. The table below outlines the schedule of fees to be paid to Company and Bank directors for their services during 2025:
| Annual Retainer · Annual Equity Grant($) | |||||
|---|---|---|---|---|---|
| 2025 Director Compensation Components · Chair($) · Member($) | |||||
| Camden National Corporation Board of Directors | 60,000(1) | 45,000 | 35,000 | ||
| Audit Committee | 20,000 | 10,000 | — | ||
| Compensation Committee | 12,500 | 6,000 | — | ||
| Corporate Governance and Risk Committee | 12,500 | 6,000 | — | ||
| Board Chair Succession Committee(2) | 10,000 | 5,000 | — | ||
| Other Committees, including: (1) Capital Planning, (2) Technology, and (3) Bank Committees | 5,000 | 2,500 | — | ||
Fees received as Chair of the Company and Chair of the Bank Board are $35,000 and $25,000, respectively.
The Board formed the Board Chair Succession Committee in 2025 to establish the process to identify a successor Company and Bank Board Chair. Mr. Sterrs retired as Board Chair of the Company and Bank on December 31, 2025, and Ms. McCarthy was appointed as the successor Company and Bank Board Chair, effective January 1, 2026. The Board Chair Succession Committee met twice during 2025. The Board Chair Succession Committee was no longer active as of December 31, 2025.
In 2025, the Compensation Committee, with advice from Meridian, completed its annual market review of independent director compensation, which included consideration of current director pay practices and philosophies. The Compensation Committee recommended to the Board in January 2026, and the Board approved, the following changes to the Company’s director compensation program, effective January 1, 2026: (1) increase the annual equity award from $35,000 to $45,000; and (2) change the stock ownership guidelines from a fixed-dollar amount of $150,000 to five times the director annual cash retainer (or $225,000 for 2026).
| 36 | Camden National Corporation 2026 Proxy Statement |
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