DEF 14A of Camden National Corp, Apr 5, 2024

DEF 14A of Camden National Corp

Filed Apr 5, 2024 · FY20230000750686-24-000116

Open on EDGAR

  1. BOARD NOMINEES

    BOARD NOMINEES

  2. BOARD NOMINEES

    | | Simon R. Griffiths | | | Experience and Qualifications: Simon R. Griffiths joined the Company in November 2023 as Executive Vice President (“EVP”) and Chief Operating Officer, and was announced as the successor to the president and CEO. Mr. Griffiths became president and CEO of the Company and the Bank on January 1, 2024, and was also appointed to the boards of directors of the Company and the Bank. Prior to joining the Company, Mr. Griffiths most recently served as executive vice president - head of core banking at Citizens Bank, where he managed the retail, business banking, contact center, deposit, and core banking digital delivery channels, including nearly 1,100 branches, commercial real estate, deposit and checking business, and new market expansion. He joined Citizens Bank in 2015 from Santander Bank, where he served as executive vice president, managing director of the retail network. | | Age: 50 | | | | Director Since: 2024 | | | | Camden National Corporation Committees: Capital Planning Committee and Technology Committee | | | | Other Directorships: •Camden National Bank | | | | Career Highlights: •President and CEO, Camden National Corporation and Camden National Bank •Executive Vice President, Head of Core Banking, Citizens Bank •Executive Vice President, Managing Director Retail Network, Santander Bank |

  3. BOARD NOMINEES

    | Camden National Corporation 2024 Proxy Statement | 15 |

  4. BOARD NOMINEES

    | | Board of Director and Corporate Governance Information |

  5. BOARD NOMINEES

    | | Rebecca K. Hatfield | | | Experience and Qualifications: Ms. Hatfield is the President and CEO at Avesta Housing, a nonprofit affordable housing provider, a role she has held since September 2022. Ms. Hatfield has been with Avesta Housing since 2015. Prior to becoming President and CEO at Avesta Housing, Ms. Hatfield was Avesta Housing's Senior Vice President of Real Estate. Through her roles at Avesta Housing, Ms. Hatfield brings to the Company's Board of Directors both her significant leadership experience and a deep understanding of Maine's housing and economic development challenges and the needs of Maine's low- and moderate-income population. Before joining Avesta, she was a senior vice president at Citigroup, working within the private, commercial and corporate banks. In addition to her nonprofit leadership, real estate development and property management experience, she has over 15 years of experience in finance, with a focus on deal structuring, underwriting, risk analysis, portfolio management, and relationship management. Ms. Hatfield’s finance and risk management experience will support her contributions as a member of the Capital Committee, as well as her role on the Asset Liability Committee of Camden National Bank. Ms. Hatfield’s previous employment also includes five years as a software and network engineer, serving as project manager and lead developer. Ms. Hatfield was named a 2021 Mainebiz Women to Watch and is actively involved in the community beyond her role at Avesta. She serves as the board vice chair and loan committee chair for Genesis Community Loan fund and serves on the boards of the Gulf of Maine Research Institute and the John T. Gorman Foundation. Previously she served on the board of the Maine Council on Aging and the Maine Real Estate Development Association (MEREDA). | | Age: 46 | | | | Director Since: 2022 | | | | Camden National Corporation Committees: Capital Planning Committee | | | | Other Directorships: •Camden National Bank | | | | Career Highlights: •President and CEO, Avesta Housing •Senior Vice President, Citigroup |

  6. BOARD NOMINEES

    | 16 | Camden National Corporation 2024 Proxy Statement |

  7. BOARD NOMINEES

    | Board of Director and Corporate Governance Information | |

  8. BOARD NOMINEES

    | | S. Catherine Longley | | | Experience and Qualifications: Ms. Longley was the Executive Vice President and Chief Operating Officer of The Jackson Laboratory, in Bar Harbor, Maine, from July 2018 until her retirement in March 2024. She previously served as Vice President and Chief Financial Officer of The Jackson Laboratory for two years. Prior to joining The Jackson Laboratory, Ms. Longley served for fourteen years as Senior Vice President for Finance and Administration and Treasurer at Bowdoin College in Brunswick, Maine. She also served as the commissioner of the Maine Department of Professional and Financial Regulation in the cabinet of former Governor Angus S. King, Jr. from 1995 - 2002. Ms. Longley started her career practicing law at the firm of Verrill LLP located in Portland, Maine where she became a partner in its corporate law department. Ms. Longley’s extensive background in law, banking regulation, as well as direct oversight and active engagement in financial oversight roles makes her an asset to the Board and is the Company’s designated “Financial Expert” under the NASDAQ rules. Her career experience has resulted in Ms. Longley’s expertise in understanding financial statements and accounting methodologies which is essential to her service as the Audit Committee Chair and the Audit Committee “Financial Expert,” and in her role as a member of the Capital Committee. Ms. Longley’s strong knowledge of the Maine market and broader global experience lends support to the Company from a strategic and competitive perspective. | | Age: 69 | | | | Director Since: 2014 | | | | Camden National Corporation Committees: Audit Committee (Chair) and Capital Planning Committee | | | | Other Directorships: •Camden National Bank | | | | Career Highlights: •Retired Chief Operating Officer of The Jackson Laboratory •Chief Financial Officer, The Jackson Laboratory •Senior Vice President, Bowdoin College |

  9. BOARD NOMINEES

    | Camden National Corporation 2024 Proxy Statement | 17 |

  10. BOARD NOMINEES

    | | Board of Director and Corporate Governance Information |

  11. BOARD NOMINEES

    | | Robert D. Merrill | | | Experience and Qualifications: Mr. Merrill currently serves as President of Merrill Furniture in Ellsworth, Maine, a position he has held since 1998. Mr. Merrill also serves as a director of Merrill Blueberry Farms. Mr. Merrill brings to the Company's Board of Directors his significant understanding of Camden National Bank and its business, gained over his more than a decade of experience as a director of Camden National Bank. Mr. Merrill also brings his experience in running an independently owned business and its need for technology and easy access to banking services to his role on the Technology Committee. Mr. Merrill brings a strong business acumen and understanding of commodity market strategies and financial analysis that contributes to his success in his role as Chair of the Bank’s Directors Asset Liability Committee and Trust Committee. As a small business owner, Mr. Merrill has a depth of experience in strategic decision-making, business operations and business growth and development that lend to his overall contribution to the Company and Bank Boards. Mr. Merrill is well known in the Down East Maine business community in the Ellsworth Area having been recognized as the Chamber of Commerce 2010 Citizen of the Year. Mr. Merrill formerly served on the Ellsworth Business Development Committee for three years. Mr. Merrill formerly sat on the board of Maine Coast Memorial Hospital, for which he served as treasurer, vice chair and chair. He was also chair of the Maine Coast Memorial Hospital Emergency Department Capital Campaign. Mr. Merrill is currently serving on the Northern Light Maine Coast capital campaign for the new birthing center. | | Age: 69 | | | | Director Since: 2022 | | | | Camden National Corporation Committees: Technology Committee | | | | Other Directorships: •Camden National Bank | | | | Career Highlights: •President, Merrill Furniture |

  12. BOARD NOMINEES

    | 18 | Camden National Corporation 2024 Proxy Statement |

  13. BOARD NOMINEES

    | Board of Director and Corporate Governance Information | |

  14. BOARD NOMINEES

    | | Robin A. Sawyer, CPA | | | Experience and Qualifications: Ms. Sawyer served for five years as Vice President of Corporate Finance and Corporate Controller at WEX Inc., prior to her retirement in 2018. Before joining WEX Inc., Ms. Sawyer spent more than ten years as Vice President and Corporate Controller at Fairchild Semiconductor International, Inc. She is the former Director of Financial Planning and Reporting at Cornerstone Brands, Inc., and she formerly worked at Baker, Newman & Noyes, LLC and its predecessor firm of Ernst & Young. Ms. Sawyer’s experience in public accounting and finance roles uniquely positions her to add value in her Board role. Her overall strong business acumen, executive and management skills, experience in managing business growth, and organizational management supports her contributions to the Board in the areas of corporate strategy, merger and acquisitions, compensation and all financial related matters. Her prior experience as Corporate Controller at both WEX, Inc. and Fairchild Semiconductor International, Inc. supports her role as Chair of the Capital Committee with a broad understanding of capital management. Ms. Sawyer’s direct experience with publicly traded companies and their shareholders provides deep knowledge and direct understanding of the regulatory environment within which the company operates; she also has a strong understanding of the Maine economic and business climate all of which contribute to her being a strong board member. She also brings her business experience and knowledge of public company governance and disclosure requirements to her roles on the Compensation Committee and the Governance and Risk Committee. Until June 2021, she served on the board of directors of the Gulf of Maine Research Institute, where she was Treasurer, Chair of the Finance Committee, and a member of the Executive Committee, and on the board of its subsidiary, Gulf of Maine Properties, Inc. | | Age: 56 | | | | Director Since: 2018(1) | | | | Camden National Corporation Committees: Capital Planning Committee (Chair), Compensation Committee, and Corporate Governance and Risk Committee | | | | Other Directorships: •Camden National Bank | | | | Career Highlights: •Retired Corporate Controller of WEX, Inc. |

  15. BOARD NOMINEES

    1.Ms. Sawyer served as a director of the Company from 2004 until her resignation in 2017. She was reappointed as a Director in 2018.

  16. BOARD NOMINEES

    | Camden National Corporation 2024 Proxy Statement | 19 |

  17. BOARD NOMINEES

    | | Board of Director and Corporate Governance Information |

  18. BOARD NOMINEES

    | | Carl J. Soderberg | | | Experience and Qualifications: Mr. Soderberg is currently the President of Soderberg Company, Inc., a construction firm that has been in business for over 50 years and which he has led since 1992. Soderberg Company, Inc. is a family-owned business serving all of Maine, completing highway and airport construction as well as heavy civil construction work. Mr. Soderberg also continues to develop commercial real estate throughout Maine through Nordic Properties and CSS Development, Inc. Mr. Soderberg brings his understanding of Maine, his small business experience, which includes skills in leadership, decision making, business operations, employee relations and real estate expertise, to his role as a director and as Chair of the Bank’s Director Credit Committee. Mr. Soderberg’s prior board experience contributes to his strong understanding of regulatory, investor and governance requirements which contribute to his impact on the Governance and Risk Committee. Mr. Soderberg is currently on the Board of Directors for Cary Medical Center, serving on the Strategic planning committee and as Chair of the Finance committee. He also serves as a Director for the Bigrock Mountain ski area and Northern Skiers Club. | | Age: 62 | | | | Director Since: 2015 | | | | Camden National Corporation Committees: Corporate Governance & Risk Committee | | | | Other Directorships: •Camden National Bank | | | | Career Highlights: •President, Soderberg Company, Inc. |

  19. BOARD NOMINEES

    | 20 | Camden National Corporation 2024 Proxy Statement |

  20. BOARD NOMINEES

    | Board of Director and Corporate Governance Information | |

  21. BOARD NOMINEES

    | | Lawrence J. Sterrs | | | Experience and Qualifications: Mr. Sterrs currently serves as the Chairman of the Board of Camden National Corporation and joined the Board in 2015. Mr. Sterrs currently is the Chairman and CEO of the Unity Foundation, a public charity that invests in building the capacity of nonprofits that serve both local Maine communities and statewide needs. As of September 2022, Mr. Sterrs became the Executive Chairman of the Star of Hope Foundation. In this capacity, he will lead the Star of Hope Foundation through board development, strategic planning, asset management and program development. Mr. Sterrs previously served as the chair of the board of directors of UniTek, Inc. and its telecom subsidiary, UniTel, Inc. from 1994 until 2022. Mr. Sterrs formerly served as the Chief Executive Officer of UniTek, Inc. and UniTel, Inc. until 2003, and as Vice President of both companies from 2003 until his retirement in early 2022. Mr. Sterrs began his 49-year telecom career working with ConTel Corporation across the Northeast where he held executive leadership positions in network design and planning, legislative and regulatory strategy, and project and operations management. After leaving ConTel Corporation as Assistant Vice President, Mr. Sterrs worked at the accounting and consulting firm of BerryDunn as manager of telecommunications consulting where he specialized in telecom mergers, acquisitions and regulatory and legislative strategy development. Mr. Sterrs brings to the Company's Board of Directors his extensive director and business experience of nearly 50 years in the telecommunications industry, both as a direct leader and in consulting roles. His extensive experience in the areas of regulatory oversight, governance, management, leadership and technology support his membership on the Compensation and Technology Committees. Through Mr. Sterrs work at the Unity Foundation, he has significant knowledge of the economic and community development needs of Maine and has a deep understanding of the Maine business and nonprofit community. Mr. Sterrs has been appointed by several Maine Governors to various task forces and steering committees, and has served as the vice-chair of the Maine Telecommunications Infrastructure Steering Committee Mr. Sterrs currently serves on boards in both the for-profit and non-profit areas. | | Age: 70 | | | | Director Since: 2015 | | | | Camden National Corporation Committees: Governance and Risk Committee (Chair), Compensation Committee, and Technology Committee | | | | Other Directorships: •Camden National Bank | | | | Career Highlights: •Chairman and CEO of the Unity Foundation •Executive Chairman of the Star of Hope Foundation •Former CEO and Board Chair of UniTek, Inc. and its subsidiary UniTel, Inc. |

  22. CONTINUING DIRECTORS

    CONTINUING DIRECTORS Craig N. Denekas serves as Trustee, Chairman and Chief Executive Officer of the Libra Foundation in Portland, Maine. This is a private grant-making charitable foundation with a mission of maintaining a balance and diversity of giving throughout the state of Maine and across all populations. In addition to traditional grant-making, the Foundation takes an innovative approach to program-related investing by establishing Maine-based enterprises such as the Pineland Farms group of national specialty food companies to create sustainable businesses and employment opportunities for Maine citizens. Prior to joining the Libra Foundation in 2001, where he served in multiple leadership positions before his appointment as Chief Executive Officer, Mr. Denekas was a director and shareholder at the law firm of Perkins, Thompson in Portland, Maine, with over a decade of practice focused primarily on corporate acquisitions, business law, real estate and commercial lending matters. Mr. Denekas has served as a Trustee and on various boards of directors, including the Barbara Bush Foundation for Family Literacy based in Florida and the Fisher Charitable Foundation of Maine, and was past Chairman of the Board of Trustees of Maine Public Broadcasting.

  23. CONTINUING DIRECTORS

    | Camden National Corporation 2024 Proxy Statement | 21 |

  24. CONTINUING DIRECTORS

    | | Board of Director and Corporate Governance Information |

  25. CONTINUING DIRECTORS

    David C. Flanagan is currently President of Viking Lumber, Inc., a family-owned lumber and building supply business operating for over 70 years. Viking Lumber currently employs more than 200 people through its ten locations throughout the Mid-Coast, Down East, and Central Maine regions. Mr. Flanagan currently serves on the Board of Directors and is the Treasurer of Coastal Healthcare Alliance, a subsidiary of Maine Health. Marie J. McCarthy is currently Chief Operations Officer at L.L.Bean, and has been with L.L. Bean since 1993. Working primarily in human resources throughout her career, Ms. McCarthy’s role with L.L. Bean has evolved in recent years to include current oversight of Operations, including Fulfillment, Returns, Manufacturing, Customer Satisfaction, and Corporate Facilities and Real Estate. Ms. McCarthy is a member of L.L. Bean’s Investment Committee and Benefits Committee, Retail Real Estate Committee (that governs store selection/construction), and Corporate Real Estate Committee (that oversees all corporate holdings). She has also been a Sponsor of L.L. Bean’s Diversity, Equity, and Inclusion efforts. In her leadership role at L.L. Bean, Ms. McCarthy supports over 3,500 employees and is well versed in all of the challenges that organizations face in hiring, developing and retaining talent in today’s competitive work environment. She is also responsible for managing extensive operations that serve L.L. Bean’s customers worldwide. Ms. McCarthy currently serves on the Board of Directors of Maine Health, and the Board of Directors of the Olympia Snowe Women’s Leadership Institute, and has shared her talents with a number of other nonprofit organizations over the years. James H. Page, Ph.D. is Chancellor Emeritus of the University of Maine System. As Chancellor, he had executive responsibilities for the governance and administration of Maine's public universities, including more than 5,000 employees, seven campuses, law school and associated programs and facilities. Dr. Page was previously principal and CEO of James W. Sewall Company, which provides consulting services in forestry, engineering and geographic information management. Dr. Page currently consults on higher education matters nationwide. Dr. Page is recognized as a leader throughout Maine, and has received many awards for his professional and civic activity over the years.

  26. CONTINUING DIRECTORS

    | 22 | Camden National Corporation 2024 Proxy Statement |

  27. CONTINUING DIRECTORS

    | Board of Director and Corporate Governance Information | |

  28. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company uses director compensation, which includes cash retainers, per-meeting fees and equity grants, to attract and retain qualified candidates to serve on the Board. Any employee who also serves as a director, currently only our President and CEO, does not receive any compensation for their service as a director. The following table shows total compensation, and its components, earned by or awarded to each non-employee director for the year ended December 31, 2023, who served on the Company’s Board during 2023:

  29. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Changes in Nonqualified Deferred Compensation Earnings ($)(3) | Total ($) | | Ann W. Bresnahan(4) | 18,942 | — | — | 18,942 | | Craig N. Denekas | 51,503 | 35,009 | — | 86,512 | | David C. Flanagan | 74,477 | 35,009 | — | 109,486 | | Rebecca K. Hatfield | 39,275 | 35,009 | — | 74,284 | | S. Catherine Longley | 56,075 | 35,009 | — | 91,084 | | Marie J. McCarthy | 58,848 | 35,009 | — | 93,857 | | Robert D. Merrill | 40,658 | 35,009 | — | 75,667 | | James H. Page | 54,825 | 35,009 | — | 89,834 | | Robin A. Sawyer | 70,060 | 35,009 | — | 105,069 | | Carl J. Soderberg | 61,723 | 35,009 | — | 96,732 | | Lawrence J. Sterrs(5) | 135,891 | 35,009 | — | 170,900 |

  30. DIRECTOR COMPENSATION

    1.Includes fees for which the director has elected to receive shares of our Common Stock in lieu of cash. The number of shares of stock received by each director in lieu of cash during 2023 was as follows: 1,527 shares for Mr. Denekas, 2,212 shares for Mr. Flanagan, 1,178 shares for Ms. Hatfield, 1,753 shares for Ms. McCarthy, 1,851 shares for Mr. Soderberg and 1,004 shares for Mr. Sterrs. The number of shares issued to each participating director for director fees in lieu of cash is calculated using the Company's closing share price on March 20, June 20, September 20 and December 20 (or the previous business day), subject to the Company's Insider Trading Policy. The fees earned for Messrs. Flanagan, Merrill, Soderberg and Sterrs and Mses. Bresnahan, Hatfield and Sawyer include committee fees received from the Bank for committee membership. The fees earned for Mr. Sterrs also include fees received as Chair of the Bank. 2.The amounts shown reflect the aggregate grant date fair value of shares granted during 2023 without restriction, determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718. See Note 17 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying valuation of equity awards. We maintain an Independent Directors’ Equity Compensation Program (“IDECP”), which is a sub-program under the 2022 Equity and Incentive Plan. Under the IDECP, each independent director of the Company and Bank receives an annual grant of Company stock with a grant date fair value of approximately $35,000, determined based on the closing share price of a share of Company stock on the grant date with vesting terms set by the Compensation Committee annually. Each Company and Bank director, except for Ms. Bresnahan who retired from both Boards effective May 5, 2023, received 1,174 shares of Company stock on June 1, 2023, based on the Company’s same day 2023 closing price of $29.82 per share. Shares granted to our independent directors in 2023 were fully vested on the

  31. DIRECTOR COMPENSATION

    | 34 | Camden National Corporation 2024 Proxy Statement |

  32. DIRECTOR COMPENSATION

    | Board of Director and Corporate Governance Information | |

  33. DIRECTOR COMPENSATION

    grant date and not subject to any restrictions. As of December 31, 2023, none of our independent directors held any unvested stock or unexercised options. 3.We maintain a Camden National Corporation Deferred Compensation Plan. Under this plan, deferred amounts are valued based on corresponding investments in certain investment funds which may be selected by the director. No plan earnings are considered to be “above-market” or “preferential” and as such no amounts are reported in this column. 4.Ms. Bresnahan retired from both the Company’s and the Bank’s Boards effective May 5, 2023, in accordance with the mandatory retirement policy. 5.Mr. Sterrs served as the chair of the Company and the Bank during 2023. Director Retainer Fees, Meeting Fees and Equity Grants 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. There were no changes made to director compensation during 2023. The tables below outline the schedule of fees paid to Company and Bank directors for their services during 2023:

  34. DIRECTOR COMPENSATION

    | | Annual Retainer | | | Annual Equity Grant ($) | | 2023 Director Compensation Components | Chair ($) | Member ($) | Meeting Fee ($) | | | Camden National Corporation Board of Directors | 60,000(1) | 20,000 | 1,000 | 35,000 | | Audit Committee | 10,000 | — | 825 | — | | Compensation Committee | 7,500 | — | 825 | — | | Corporate Governance and Risk Committee | 7,500 | — | 825 | — | | Search and Transition Committee | — | — | 825 | — | | Other Committees, including: (1) Capital Planning, (2) Technology, and (3) Bank Committees | — | — | 500 | — |

  35. DIRECTOR COMPENSATION

    1.Fees received as Chair of the Company and Chair of the Bank Board are $35,000 and $25,000, respectively.

  36. ROLE OF SHAREHOLDERS, COMPENSATION COMMITTEE, EXECUTIVES AND SENIOR MANAGEMENT, AND CONSULTANTS AND ADVISERS

    ROLE OF SHAREHOLDERS, COMPENSATION COMMITTEE, EXECUTIVES AND SENIOR MANAGEMENT, AND CONSULTANTS AND ADVISERS Shareholders The Company provides its shareholders with the opportunity to cast an annual advisory vote to approve the compensation of the named executive officers (“Say-on-Pay”). The Company has a record of a high approval rating from its shareholders for its compensation philosophy and practices, including 99%, 99% and 98% of the votes cast on the Say-on-Pay proposal were voted in favor of the proposal at the 2023, 2022 and 2021 annual meeting of shareholders, respectively. As we evaluated our compensation practices and decisions for 2023, we were mindful of the strong support that our shareholders have expressed for our philosophy of linking compensation to performance and the interests of the Company’s shareholders. The Compensation Committee will continue to consider shareholder feedback in the future. Compensation Committee The duties and responsibilities of the Compensation Committee include, among other things, overseeing the Company’s overall executive compensation philosophy, measuring performance with respect to established goals and objectives, designing the components of executive compensation, reviewing the Company’s executive officer compensation plans and the risks these plans pose to the Company, and establishing compensation for the Company’s executive officers. The Compensation Committee assists in fulfilling the Board’s responsibilities related to compensation of directors and executive officers, and oversees the Company’s total compensation, benefits and rewards programs. The Compensation Committee makes compensation decisions for the Company’s named executive officers, including establishing frameworks for how executives will be compensated, and approves equity awards for executive officers and the delegation to the CEO of an equity award pool that may be used for non-executive officer awards within pre-established parameters.

  37. ROLE OF SHAREHOLDERS, COMPENSATION COMMITTEE, EXECUTIVES AND SENIOR MANAGEMENT, AND CONSULTANTS AND ADVISERS

    Executives and Senior Management The Company’s management provides information and input as requested by the Compensation Committee to facilitate decisions related to executive compensation. Members of management may be asked to provide input relating to potential changes in compensation programs for review by the Compensation Committee. For example, the Compensation Committee receives recommendations from the CEO with respect to executive officer pay adjustments, other than with respect to the CEO’s own compensation. The Compensation Committee may request members of management to be present at meetings where executive compensation and Company or individual performances are discussed and evaluated. Although management may provide insight, suggestions or recommendations regarding executive compensation, they are not present during the Compensation Committee’s deliberations or vote. Only Compensation Committee members vote on decisions regarding executive compensation. The Compensation Committee regularly meets in executive session without management present. Incentive Risk Review The Company's management, with the support of the Compensation Committee, has implemented a Management Incentive Oversight Committee to oversee, monitor and assess the risks of all active executive and employee incentive compensation plans. Annually, the incentive plans are evaluated by the Management Incentive Oversight Committee to assess risk management processes and risk mitigation practices. As such, internal control structures are in place, and we believe continue to be appropriate, to maintain the Company’s risk profile within acceptable limits and to help ensure that employees are not incentivized to take excessive risk positions. Based upon the review of the various program design features that drive compensation, the business planning and budgeting processes, the internal controls which support the accurate reporting of actual results, and the risk management processes and mitigating features that help ensure that management operates within established risk tolerance guidelines, it was determined that the Company’s incentive plans are not reasonably likely to lead to excessive risk taking pursuant to industry standards. CONSULTANTS AND ADVISERS The Compensation Committee uses the services of various consultants and advisers when it deems necessary and appropriate. The Compensation Committee engages independent compensation consultants to provide guidance in several critical areas, such as benchmarking and best practice analysis, understanding shareholder perspectives, assessing director and executive compensation, supporting regulatory reporting, providing peer group analysis, reviewing policies and procedures, providing education, briefing on trends and changes, and explaining the impact of regulation on compensation and incentive practices. For 2023, the Compensation Committee engaged the consulting services of Meridian to provide independent advice and counsel related to executive and director compensation, including peer and market compensation benchmarking for Mr. Griffiths in connection with the CEO Transition. The Compensation Committee also used the services of Sullivan & Cromwell, LLP (“S&C”), to advise on its compensation plans and arrangements with executives. The Compensation Committee considered the independence of Meridian and S&C in light of SEC and NASDAQ rules for compensation committees and compensation consultants and concluded that the work performed by Meridian and S&C did not raise any conflict of interest.

  38. BENCHMARKING COMPENSATION

    BENCHMARKING COMPENSATION The Compensation Committee believes that considering appropriate benchmarks for compensation analyses is an effective method for evaluating executive and director compensation. On an annual basis, the Compensation Committee engages a compensation consultant to conduct market competitive reviews, which, generally, include an assessment of compensation compared to market (e.g., industry-specific surveys and proxy peer group, where applicable), including an assessment of base salary, annual and long-term incentive targets and target total direct compensation. The Compensation Committee uses this information to determine appropriate salary and target incentive levels for executive officers. The Compensation Committee reviews the peer group periodically through the year and may make adjustments that it deems are appropriate or necessary, for example, as a result of business combinations and other changes.

  39. BENCHMARKING COMPENSATION

    | Camden National Corporation 2024 Proxy Statement | 45 |

  40. BENCHMARKING COMPENSATION

    | | Compensation Discussion and Analysis |

  41. BENCHMARKING COMPENSATION

    2023 Peer Benchmarking Group — During 2022, Meridian suggested updating the Company’s peer group to remove two banks - one bank was removed due to asset size and another was removed due to the lack of public disclosures. Meridian’s suggested changes were approved by the Compensation Committee. Meridian conducted a comprehensive assessment of the peer group that served as a reference for the Compensation Committee’s considerations in setting 2023 pay levels for executives and directors and determining the Company’s compensation program designs. Below is the peer group list (including the peer company's stock ticker symbol presented in parentheses next to the company's name) used to assess the Company's 2023 executive and director compensation. The peer group was objectively determined to reflect publicly traded banks that satisfied the following criteria: (1) Geographic Criteria: banks and thrifts headquartered in New England, New York, New Jersey and Pennsylvania, excluding New York Metro banks; and (2) Total Asset Size Criteria: banks and thrifts with median asset size similar to the Company (at that time). Peer Group Used for 2023 Pay Opportunities

  42. BENCHMARKING COMPENSATION

    | ACNB Corporation (ACNB) | Financial Institutions, Inc. (FISI) | S&T Bancorp, Inc. (STBA) | | Arrow Financial Corporation (AROW) | Lakeland Bancorp, Inc. (LBAI) | The First of Long Island Corporation (FLIC) | | Bar Harbor Bankshares (BHB) | Mid Penn Bancorp, Inc. (MPB) | Tompkins Financial Corporation (TMP) | | Brookline Bancorp, Inc. (BRKL) | NBT Bancorp Inc. (NBTB) | TrustCo Bank Corp NY (TRST) | | Cambridge Bancorp (CATC) | Northfield Bancorp, Inc. (NFBK) | Univest Financial Corporation (UVSP) | | CNB Financial Corporation (CCNE) | Orrstown Financial Services, Inc. (ORRF) | Washington Trust Bancorp, Inc. (WASH) | | Enterprise Bancorp, Inc. (EBTC) | Peoples Financial Services Corp (PFIS) | |

  43. BENCHMARKING COMPENSATION

    2024 Peer Benchmarking Group — During 2023, Meridian reviewed the Company's peer group to determine if any changes were appropriate to assess 2024 pay opportunities for executives and directors. Meridian suggested updating the Company's peer group to remove three banks – one bank was removed due to asset size, another was identified as a merger target, and another was removed due to its lack of public disclosures – and add two banks. Meridian’s suggested changes were approved by the Compensation Committee. Meridian conducted a comprehensive assessment of the peer group that served as a reference for the Compensation Committee’s considerations in setting 2024 pay levels for executives and directors and determining the Company's compensation program designs. Below is the peer group list (including the peer company's stock ticker symbol presented in parentheses next to the company's name) used to assess the Company's 2024 executive and director compensation. The peer group was objectively determined to reflect publicly traded banks that satisfied the following criteria: (1) Geographic Criteria: banks and thrifts headquartered in New England, New York, New Jersey and Pennsylvania, excluding New York Metro banks; and (2) Total Asset Size Criteria: banks and thrifts with median asset size similar to the Company (at that time). Peer Group used to Assess 2024 Pay Opportunities

  44. BENCHMARKING COMPENSATION

    | Bankwell Financial Group, Inc. (BWFG) | First Commonwealth Financial Corp (FCF) | S&T Bancorp, Inc. (STBA) | | Bar Harbor Bankshares (BHB) | Mid Penn Bancorp, Inc. (MPB) | The First of Long Island Corporation (FLIC) | | Brookline Bancorp, Inc. (BRKL) | NBT Bancorp Inc. (NBTB) | Tompkins Financial Corporation (TMP) | | Cambridge Bancorp (CATC) | Northfield Bancorp, Inc. (NFBK) | TrustCo Bank Corp NY (TRST) | | CNB Financial Corporation (CCNE) | Orrstown Financial Services, Inc. (ORRF) | Univest Financial Corporation (UVSP) | | Enterprise Bancorp, Inc. (EBTC) | Peoples Financial Services Corp (PFIS) | Washington Trust Bancorp, Inc. (WASH) | | Financial Institutions, Inc. (FISI) | | |

  45. BENCHMARKING COMPENSATION

    | 46 | Camden National Corporation 2024 Proxy Statement |

  46. BENCHMARKING COMPENSATION

    | Compensation Discussion and Analysis | |

  47. BASE SALARY

    BASE SALARY Base salary is an essential foundational component of our total compensation program that allows us to recruit and retain talented executives. Base salaries are set at a level that is competitive and appropriate for our market. Annual adjustments to base salaries are based on an executive’s expected performance against specific job criteria for the current period and are viewed in the context of “total compensation.” We meet these objectives by offering competitive base salaries with periodic review and adjustments based on the benchmarking practices described above in "Benchmarking Compensation" on page 47, as well as an executive’s performance and responsibilities. The Compensation Committee may also consider the Company’s overall financial performance in determining any increases. The CEO’s base salary is reviewed and determined annually by the Compensation Committee in light of individual performance against written goals and objectives, and comparison to the median base salary of CEOs for the Company's proxy peers. All other named executive officers’ base salaries are reviewed annually. Recommendations as to base salary are made by the CEO and are subject to the Compensation Committee’s approval. In determining the salaries for the other named executive officers, the following is considered: (1) each executive officer’s performance against written goals and objectives; (2) areas of responsibility, including any changes in oversight; (3) experience level of the executive; and (4) a comparison of each executive officer’s base salary to the market median of the Company’s peer group. The table below provides the 2023 base salary and 2024 base salary adjustments, effective February 25, 2024, for our named executive officers:

  48. BASE SALARY

    1.Mr. Dufour stepped down as the Company’s President and CEO, effective December 31, 2023, as described in “CEO Transition Arrangements” on page 58. 2.The 2024 base salary increases for Messrs. Archer and Martel and Ms. Rose of 30.0%. 4.5% and 6.5%. respectively, reflected their individual performance and contributions during 2023, as well as their level of base salary compared to the Company's proxy peer group as described in “Benchmarking Compensation” on page 47. Additionally for Mr. Archer, consideration was given to his successful completion of his second year in the role of EVP, CFO of the Company and the Bank. 3.Mr. Griffiths joined the Company and the Bank on November 20, 2023, and his annual base salary will not be reviewed for adjustment until 2025, as described in “CEO Transition Arrangements” on page 58.

  49. EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)

    EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”) Overview The EAIP is intended to motivate executives, including the named executive officers, to achieve or exceed the annual fiscal targets set in the Company’s strategic and operating plans and individual performance goals. Historically, the EAIP has been successful in motivating and rewarding achievement of short-term goals and has served as an effective recruitment and retention tool for top executives. Under the EAIP, each participant’s funded incentive payout is calculated based on the Company’s achievement of net income before taxes (“NIBT”) as compared to budget. Over the most recent five years (i.e., program years 2018 through 2022), the average payout level under the EAIP, based on the Company’s

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  52. EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)

    financial performance compared to its budgeted goal of NIBT, was 139% of target level, and ranged from 93% of target level to 200% of target level. Over the course of 2023, the Compensation Committee reviewed year-to-date and projected NIBT performance and identified in early 2023 that the EAIP may not result in a payout for the 2023 program year. In 2023, the U.S. economy and broader banking industry experienced significant and unexpected stress due to several momentous factors that are discussed in the “Executive Summary” on page 37. As the Compensation Committee anticipated in early 2023, as a result of these macroeconomic conditions and the Company’s response to these external circumstances, which included a major shift in Company strategy and priorities for 2023, the Company did not meet its threshold financial performance level of 96% of budgeted NIBT under the EAIP for the 2023 program year. As such, the Compensation Committee did not approve a payout under the EAIP for the 2023 program year for any of the Company’s executive officers, including its named executive officers. The Compensation Committee believed NIBT performance did not reflect the Company’s overall financial performance or the efforts and accomplishments in 2023 of our executives, including the named executive officers. The Compensation Committee was concerned about retention risk, particularly in a tight, localized labor market and in the context of the CEO Transition and other executive transitions occurring in 2023, if executives did not receive cash incentive compensation for 2023. After substantial discussion and consideration, the Compensation Committee used its judgment and approved a cash bonus equal to 50% of each executive’s target payout under the EAIP for the 2023 program year as discussed in “2023 Cash Bonus” on page 53. In late-2023 and early-2024, the Compensation Committee evaluated the EAIP program design, including thorough consultation with Meridian, to assess whether the EAIP was competitive, reflective of current market practices across the Company’s proxy peers, and motivated and appropriately rewarded our executives, including the named executive officers, for their efforts to drive the Company’s financial performance and strategic goals. In March 2024, the Compensation Committee approved program design changes to the EAIP, which include using a scorecard approach with Company and individual performance goals rather than funding based on a single metric with narrow performance levels. These changes to the EAIP are effective for the 2024 program year. For further information regarding the EAIP design changes, refer to “2024 EAIP” on page 61. 2023 EAIP Selected members of management approved by the Compensation Committee were eligible to participate in the EAIP for the 2023 program year. These participants included our named executive officers other than Mr. Griffiths, who was not eligible to participate in the EAIP for the 2023 program year because he joined the Company after October 1, 2023. For the 2023 program year, the EAIP payout for the named executive officers and other selected members of management is tied to achievement of the Company’s annual budget goal of NIBT. The annual NIBT goal was based on the annual budget approved by the Board. Factors considered in establishing the annual budget goals for the year included: the Company’s strategic initiatives; the operating environment at the time (e.g., economic, interest rate, regulatory and local); and key financial ratios (e.g., return on assets, return on equity, efficiency ratio, earnings growth, asset quality and capital ratios), which are reviewed against the prior year’s performance, peer group and stock analysts' earnings guidance.

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  55. EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)

    Each executive, including the named executive officers, has a target incentive opportunity defined as a percentage of eligible earnings, which includes wages paid to the executive during the year, excluding any other previously-paid performance-based compensation. Target incentive opportunities are established by the Compensation Committee based on the participant’s role, competitive market data and impact on overall Company results. The target incentive opportunities and performance-based payout ranges are reviewed annually by the Compensation Committee and may be adjusted to reflect market practice or changes in the named executive officer's role. The following table represents each named executive officer’s 2023 target annual incentive opportunity and associated payouts for various levels of performance (i.e., NIBT):

  56. EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)

    | | 2023 EAIP Opportunity | | | | Incentive Opportunity as % of Eligible Earnings | | | NIBT Performance Level(1) | Gregory A. Dufour, President & CEO | All Other Named Executive Officers(2) | | 96% of budgeted NIBT – Threshold Level | 8.0% | 6.0% | | 100% of budgeted NIBT – Target Level | 40.0% | 30.0% | | 110% of budgeted NIBT – Stretch Level | 80.0% | 60.0% |

  57. EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)

    1.Performance between payout levels above threshold is calculated using a straight-line interpolation methodology. 2.Mr. Griffiths was not eligible to participate in the 2023 EAIP. Each participant’s funded incentive payout is calculated based on the Company’s NIBT as compared to budget. The EAIP payout can vary from 0% for below threshold performance, 20% for threshold achievement of 96% of budget, 100% for target achievement of budget, and 200% for stretch performance achievement of 110% of budget. Performance between payout levels at or above threshold (i.e., threshold, target and stretch) is calculated using a straight-line interpolation methodology. The maximum payout for each participant is capped at 200% of each participant’s target opportunity. Unless otherwise determined by the Compensation Committee, each participant’s 2023 EAIP payout, including payouts for the named executive officers, of the funded incentive payout is calculated as follows: (1) 60% of participant's payout is based on the Company’s financial results for the calendar year (“Company Performance Factor”) and (2) 40% of participant’s payout is based on participant's achievements, accomplishments and performance (“Participant Performance Factor”).

  58. EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)

    | 2023 EAIP Payout (% of Participant Funded Incentive Payout) | | | Company Performance Factor | Participant Performance Factor | | 60% | 40% |

  59. EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)

    Payout on the Participant Performance Factor is contingent on achieving a minimum of threshold performance on the Company Performance Factor. The Company’s CEO recommends each participant’s level of achievement for the Participant Performance Factor, with the exception of himself. Award payouts for the Participant Performance Factor range from 0% to 200% of the target opportunity. The Compensation Committee approves all executive payouts, including the named executive officers, under the EAIP. As of December 31, 2023, there were eleven participants in the EAIP, including the named executive officers (other than Mr. Griffiths). Discussion relative to the Company’s performance, as well as a participant's performance against individual goals, takes place regularly between each non-CEO executive and the CEO, and between the CEO and the Board. Communication at these regular intervals helps ensure that each participant is aware of the Company’s financial performance and the participant’s own individual performance and is motivated to meet or exceed established goals.

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  62. EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)

    Actual NIBT of $53.8 million for 2023 was 67% of budgeted NIBT. This resulted in a NIBT performance level of 0% and no payout for any of the participants in the EAIP for the 2023 program year. Refer to the table below for details of the calculation of the NIBT performance level for 2023:

  63. EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)

    | | Budget | | | | | | (Dollars in Thousands) | Threshold (96% of Target) ($) | Target ($) | Stretch (110% of Target) ($) | Actual Performance ($) | Payout %(1) | | NIBT | 77,527 | 80,476 | 88,524 | 53,866 | 0% | | Payout (% of Target) | 20% | 100% | 200% | 0% | |

  64. EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)

    1.Performance payout is calculated using a straight-line interpolation methodology. As discussed above, the threshold level for payout under the EAIP for the 2023 program year was not met and resulted in no payout for any of the named executive officers under the EAIP. The target incentive opportunity for each named executive officer that was eligible for the EAIP for the 2023 program year is set forth below:

  65. EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)

    | | | Incentive Opportunity as % of Eligible Earnings | | 2023 Incentive | | | Name(1) | 2023 Position | 2023 Target %(2) | 2023 Incentive Opportunity at 100%(3) ($) | Actual Payout %(4) | EAIP Payout(5) ($) | | Gregory A. Dufour | President & CEO | 40% | 302,928 | 0% | 0 | | Michael R. Archer | EVP, CFO | 30% | 88,276 | 0% | 0 | | William H. Martel | EVP, Chief Technology Officer | 30% | 97,856 | 0% | 0 | | Patricia A. Rose | EVP, Retail & Mortgage Banking | 30% | 95,262 | 0% | 0 |

  66. EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)

    1.Mr. Griffiths joined the Company and the Bank on November 20, 2023. Under the terms of the EAIP, Mr. Griffiths was not eligible to participate in the EAIP for the 2023 program year. 2.Incentive opportunities for 2023 could range from 0% to 200% of target depending on Company and individual performance. 3.Represents the incentive payout each participant is eligible for upon the Company’s achievement of target, before any participant performance factor adjustments. Actual NIBT for 2023 was 67% of target, which did not meet the threshold level of 96% of target for payout under the EAIP and resulted in no payout for the 2023 program year. 4.Represents the actual incentive payout, expressed as a percentage, based on actual NIBT. Actual NIBT for 2023 was 67% of target, which did not meet the threshold level of 96% of target for payout under the EAIP, and resulted in no payout for the 2023 program year. 5.The EAIP payout is calculated using eligible earnings for 2023 and the "Actual Payout %."

  67. 2023 CASH BONUS

    2023 CASH BONUS The Compensation Committee believed that the EAIP results for the 2023 program year did not reflect the Company’s overall financial performance or the efforts and accomplishments of our executives, including the named executive officers, in 2023. The Compensation Committee was also concerned about retention risk, particularly in a tight, localized labor market and within the context of the CEO Transition and other executive transitions during 2023, if executives did not receive cash incentive compensation for 2023. Early in 2023, the Compensation Committee identified that the EAIP may not result in a payout for the 2023 program year due to the significant changes in the macroeconomic environment and our shift in strategic priorities, as further discussed in the “Executive Summary” on page 39 and “Executive Annual Incentive Program” beginning on page 50, and over the course of 2023, the Compensation Committee explored alternatives to address these challenges.

  68. 2023 CASH BONUS

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    | | Compensation Discussion and Analysis |

  70. 2023 CASH BONUS

    In considering cash bonuses for the named executive officers, the Compensation Committee weighed: (1) the Company’s financial performance, shift in strategy, and actions taken in 2023 in light of the macroeconomic conditions, including the Company’s response to the challenges described in the “Executive Summary” on page 39 (as outlined in the table below); and (2) the need for retention of the Company’s remaining named executive officers during a period of transition during which the Company’s long-serving CEO (Mr. Dufour) and other key executives departed the Company and a new leader, Mr. Griffiths, joined. The Compensation Committee also considered each executive’s, including the named executive officers, current-year performance and cash bonus award in the context of the executive’s prior-year performance, EAIP award and EAIP target; internal equity, compensation relative to peers at direct competitors; and each executive’s direct compensation. After substantial discussion and consideration, the Compensation Committee determined to award cash bonuses for all executives who participated in the 2023 EAIP, including the named executive officers, 50% of each executive’s target bonus under the EAIP for the 2023 program year, which is the threshold payout amount under the 2024 EAIP as discussed in “2024 EAIP” on page 64. The Company also paid cash bonuses to eligible employees consistent with the approach taken for the executives. The following highlights the key financial results and other factors the Compensation Committee considered in assessing 2023 performance and determining to make a cash bonus award for 2023:

  71. 2023 CASH BONUS

    | Financial Results Considered | | •The Company’s 2023 total shareholder return was -5.0%, compared to its proxy peers was -9.1%, S&P U.S. BMI Banks - New England Region Index was -7.6% and the S&P U.S. SmallCap Banks Index was 0.5% | | •The Company’s 2023 change in stock price was -9.7%, compared to its proxy peers was -13.0%, S&P U.S. BMI Banks - New England Region Index was -11.8% and the S&P U.S. SmallCap Banks Index was -2.9% | | •Maintained a loan-to-deposit ratio of less than 92% throughout 2023, including a loan-to-deposit ratio of 89% as of December 31, 2023 | | •Maintained an uninsured and uncollateralized deposits to total deposits ratio of less than 20% through 2023, including a ratio of 15% as of December 31, 2023 | | •Maintained available liquidity sources greater than 1.5 times total uninsured and uncollateralized deposits through 2023, including a ratio of 2 times as of December 31, 2023 | | •Reduced our near term interest rate risk to rising interest rates through the use of various strategies, including interest rate swaps, the Bank Term Funding Program, moderating loan growth through (1) pricing, (2) driving residential mortgage loan sales, and (3) placing a cap on on-books residential mortgage loan production | | •Repositioned a portion of our balance sheet through execution of investment loss trades, whereby we sold investment securities at a $10.3 million loss before taxes in 2023 and leveraged the proceeds to optimize net interest margin, and benefit future earnings and profitability | | Other Factors Considered | | •Strong overall execution delivered in a challenging macroeconomic environment | | •Positioned the Company for continued long-term growth and the ability to capitalize on market opportunities by prioritizing deposits, capital and asset quality during a period of market instability and turbulence | | •Took actions to optimize net interest margin and reduce interest rate risk to rising interest rates |

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    | Compensation Discussion and Analysis | |

  74. 2023 CASH BONUS

    In January 2024, the Compensation Committee determined and approved a cash bonus for the named executive officers (other than Mr. Griffiths), which was paid on March 7, 2024, as follows:

  75. 2023 CASH BONUS

    | Name(1) | 2023 Position | 2023 EAIP Target as a % of Eligible Earnings | 2023 Cash Award as a % of Eligible Earnings | 2022 Actual EAIP Incentive(2) ($) | 2023 Cash Award ($) | YOY Change (%) | | Gregory A. Dufour | President & CEO | 40% | 20% | 257,000 | 151,465 | (41)% | | Michael R. Archer | EVP, CFO | 30% | 15% | 71,000 | 44,138 | (38)% | | William H. Martel | EVP, Chief Technology Officer | 30% | 15% | 81,000 | 48,928 | (40)% | | Patricia A. Rose | EVP, Retail & Mortgage Banking | 30% | 15% | 81,000 | 47,632 | (41)% |

  76. 2023 CASH BONUS

    1.Mr. Griffiths, who joined the Company and the Bank on November 20, 2023, did not receive a 2023 cash bonus. 2.Represents the actual payout under the EAIP for the 2022 program year, which was 35% of eligible earnings for Mr. Dufour, 27% of eligible earnings for Mr. Archer, 26% of eligible earnings for Mr. Martel and 27% of eligible earnings for Ms. Rose. These payouts were based on a Company performance factor of 93% of target and each executive’s participant performance factor.

  77. MANAGEMENT STOCK PURCHASE PROGRAM (“MSPP”)

    MANAGEMENT STOCK PURCHASE PROGRAM (“MSPP”) The MSPP is an equity incentive compensation plan that is designed to provide an opportunity for participants to receive restricted shares of our common stock in lieu of a portion of their annual cash incentive payments and to align employee and shareholder interests. The MSPP is available to employees at the level of vice president and above. Participants may elect to participate in the MSPP on a voluntary basis at either 10% or 20% of their annual cash bonus. However, under the Company's executive stock ownership guidelines, all executives, including the named executive officers, are required to participate in the MSPP at the level of 20% of their annual cash bonus until the executive's individual stock ownership guideline requirements have been met, at which point participation becomes voluntary. Under the MSPP, restricted shares are granted at a discount to the fair market value of the stock on the grant date as determined by the Compensation Committee, and the restricted shares cliff-vest two years after the grant date, subject to the participant's continued employment at the Company for such period. If a participant terminates employment prior to the vesting date, the participant forfeits the unvested shares and is reimbursed for the lesser of the amount originally used to purchase the restricted shares, or the current fair value of the shares on the date of termination. As with the other equity compensation programs, this program encourages investment in the Company's stock and serves as a retention and recruitment tool. For the 2024 MSPP stock award (issued on March 7, 2024), the discount to the fair market value of the stock on the grant date was 25%, as approved by the Compensation Committee. On March 7, 2024, the following named executive officers applied up to 20% of their 2023 cash bonus to purchase shares under the MSPP at a price of $24.58 per share (a discount of $8.19 per share).

  78. MANAGEMENT STOCK PURCHASE PROGRAM (“MSPP”)

    | | | 2024 MSPP Stock Awards (for 2023 Cash Bonus) | | | Name(1) | Position | Number of Shares | Vesting Period | | Michael R. Archer | EVP, CFO | 359 | 2 Years | | William H. Martel | EVP, Chief Technology Officer | 398 | 2 Years | | Patricia A. Rose | EVP, Retail & Mortgage Banking | 387 | 2 Years |

  79. LONG-TERM INCENTIVE PROGRAM (“LTIP”)

    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, 2023, there were three LTIPs with outstanding, unvested awards: (1) the 2021 – 2023 LTIP of which there were eight participants, including the named executive officers (other than Mr. Griffiths; (2) the 2022 – 2024 LTIP of which there were ten participants, including the named executive officers; and (3) the 2023 – 2025 LTIP of which there were ten participants, including the named executive officers. 2023 – 2025 LTIP Design and Awards The 2023 – 2025 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 2023 – 2025 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 2023 for the 2023 – 2025 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 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, 2022). 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, 2022). 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.

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    | Performance Measure | Threshold Level (50% of Target) | Target (100%) | Stretch (200% of Target) | | Relative Core ROAA (Percentile Rank at or above) | 40th | 55th | 85th | | Relative Core ROAE (Percentile Rank at or above) | 40th | 55th | 85th |

  83. LONG-TERM INCENTIVE PROGRAM (“LTIP”)

    The grants awarded in 2023 for the 2023 – 2025 LTIP are summarized in the following table and reported in our “Grants of Plan-Based Awards” on page 67. 2023 – 2025 LTIP Grant

  84. LONG-TERM INCENTIVE PROGRAM (“LTIP”)

    | Name | Position | Grant as % of Salary | Grant Date Total Value ($) | Service-Based Shares Value ($)(1)(2) | Performance-Based Shares Value ($)(3) | | Gregory A. Dufour | President & CEO | 40% | 304,590 | 152,295 | 152,295 | | Michael R. Archer | EVP, CFO | 25% | 75,000 | 37,500 | 37,500 | | Simon R. Griffiths(4) | EVP, Chief Operating Officer | 60% | 419,034 | 209,517 | 209,517 | | William H. Martel | EVP, Chief Technology Officer | 25% | 82,494 | 41,247 | 41,247 | | Patricia A. Rose | EVP, Retail & Mortgage Banking | 25% | 79,782 | 39,891 | 39,891 |

  85. LONG-TERM INCENTIVE PROGRAM (“LTIP”)

    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, 2023. 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 25, 2023 (grant date) closing share price of $32.30 for the named executive officers (other than Mr. Griffiths) and by the December 15, 2023 (grant date) closing price of $37.86 for Mr. Griffiths. 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. 4.Mr. Griffiths joined the Company and the Bank on November 20, 2023 as EVP, Chief Operating Officer, and was then appointed as President and CEO of the Company and Bank on January 1, 2024. Under the terms of the LTIP, Mr. Griffiths was granted a pro-rata restricted stock award and performance share units for the 2023 - 2025 LTIP for the period he will contribute to the three-year performance period. 2021 – 2023 LTIP Performance Period Results Overview In 2021, the Compensation Committee approved the following two performance metrics for the 2021 – 2023 LTIP: (1) absolute three-year cumulative diluted earnings per share (“EPS”); and (2) relative ROAE, measured by the percentile rank of three-year average ROE relative to an industry index. Over the course of the three-year performance period for the 2021 — 2023 LTIP, the Compensation Committee monitored the projected payout and performance level for the 2021 — 2023 LTIP. •Through the first two years of the 2021 — 2023 LTIP performance period, the Company reported cumulative diluted EPS of $8.77, which was 74% of threshold level performance for its absolute three-year cumulative EPS performance metric, 73% of target level performance for its absolute three-year cumulative EPS performance metric, and 71% of stretch level performance for its absolute three-year cumulative EPS performance metric.

  86. LONG-TERM INCENTIVE PROGRAM (“LTIP”)

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    | | Compensation Discussion and Analysis |

  88. LONG-TERM INCENTIVE PROGRAM (“LTIP”)

    For the first half of 2023, the Company reported diluted EPS of $1.72 bringing the cumulative diluted EPS total for two-and-a-half of the three-year performance period to $10.49, which was 89% of threshold level performance for its absolute three-year cumulative EPS performance metric, 87% of target level performance for its absolute three-year cumulative EPS performance metric, and 85% of stretch level performance for its absolute three-year cumulative EPS performance metric. •Through the first two years of the 2021 — 2023 LTIP performance period, the Company reported a ROAE of 12.72% for 2021 and a ROAE of 13.15% for 2022, which resulted in a ROAE for the two-year period of 12.93%. The Company’s relative ROAE performance compared to its industry index over the two-year period was 64th percentile and slightly below the pre-established target level of performance of 65th percentile. For the first half of 2023, the Company reported a ROAE for the six months ended June 30, 2023, of 10.91%, and resulted in a ROAE of 12.51% through the two-and-a-half year period. The Company’s relative ROAE performance compared to its industry index over the two-and-a-half year period was 63rd percentile and slightly below the pre-established target level of performance of 65th percentile. In response to the significant change in the macroeconomic environment and banking industry and our shift in strategic priorities, as further described in the “Executive Summary” on page 39, we voluntarily executed certain investment loss trades to reposition the Company for the betterment of future earnings and profitability, fully knowing this would result in lower earnings and financial returns for 2022 and 2023. Doing so resulted in investment losses totaling $11.2 million before income taxes over the three-year performance period for the 2021 – 2023 LTIP. The Compensation Committee believed the financial impact of these investment loss trades taken in 2022 and 2023, which totaled $0.61 of diluted EPS, did not reflect the Company’s overall operating financial performance over the three-year performance period for the 2021 — 2023 LTIP. The Compensation Committee recognized that the investment losses were voluntarily taken by senior management to improve future earnings and profitability for the long-term benefit of the Company’s shareholders. The Compensation Committee used its judgment and made certain adjustments to each of the performance measures for the 2021 — 2023 LTIP to neutralize the effect of the voluntary investment losses that were taken in response to the significant change in the macroeconomic environment and banking industry and the related shift in the Company’s strategic priorities. In 2023, the Compensation Committee evaluated the program design of the LTIP, and, through consultation with Meridian, for the 2023 — 2025 LTIP changed its performance measures to two relative performance measures that each measure core financial results compared to an industry index, as described beginning on page 55. The change to our performance metrics was done so to account for the current volatility in bank earnings, to help ensure our program remains competitive and reflects current market practices across our proxy peers, and continues to motivate and appropriately reward the Company’s executives, including the named executive officers, while aligning with shareholder value creation. 2021 — 2023 Performance Metrics In 2021, the Compensation Committee approved the following two performance metrics for the 2021 – 2023 LTIP: (1) absolute three-year cumulative diluted earnings per share (“EPS”); and (2) relative ROAE, measured by the percentile rank of three-year average ROE relative to an industry index measured by financial statements for such companies within the industry index (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, 2020) weighted equally. 2021 — 2023 Performance Assessment As described above, the Compensation Committee monitored the Company’s performance against each performance measure throughout the three-year performance period of the 2021 – 2023 LTIP. The Compensation Committee observed that in light of the voluntary investment losses taken by the Company in 2022 and 2023, as described above, the performance share payout for the three-year cumulative diluted EPS performance metric and the relative ROAE performance metrics would each be 0% of target, which would have resulted in no payout for the 2021 – 2023 LTIP. After substantial discussion and consideration, in March 2024, the Compensation Committee exercised its judgment and approved adjustments to each of the financial metrics used for the 2021 – 2023 LTIP to neutralize the effect of the voluntary investment losses. The Compensation Committee approved the following adjustments:

  89. LONG-TERM INCENTIVE PROGRAM (“LTIP”)

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  90. LONG-TERM INCENTIVE PROGRAM (“LTIP”)

    | Compensation Discussion and Analysis | |

  91. LONG-TERM INCENTIVE PROGRAM (“LTIP”)

    1.A $0.61 adjustment to increase reported three-year cumulative diluted EPS which reflected the voluntary investment losses, but not the tax-effected impact of the Signature Bank bond loss, as shown in the reconciliation of non-GAAP to GAAP financial information in Appendix A beginning on page 86; and 2.The use of relative core ROAE in replacement of relative ROAE, using the same definition of core ROAE from S&P Global that is used for the 2023 – 2025 LTIP, as discussed above In assessing the need for adjustments to each of the financial metrics the Compensation Committee considered: •The Company voluntarily took the investment losses for the betterment of future earnings and profitability for the benefit of the Company’s shareholders, which negatively impacted the absolute three-year cumulative diluted EPS performance for the 2021 – 2023 LTIP; and •The effectiveness of the relative ROAE measure to assess the Company’s performance depends on the consistency and comparability of ROAE of the other companies. The Compensation Committee monitored the Company’s relative ROAE performance in 2023 and recognized that relative ROAE across companies within our industry index was not directly comparable because reported financial results across these companies may or may not include transactions that are unusual, infrequent, and/or not core to normal business operations, such as, but not limited to, investment gains or losses. In designing the 2023 – 2025 LTIP, the Compensation Committee recognized, and took into account, that use of relative ROAE may not accurately reflect the Company’s operational performance and may create inconsistencies in comparability across companies within the industry index. As such, the Compensation Committee determined to not use relative ROAE for the 2023 – 2025 LTIP. Please refer to “2023 – 2025 LTIP Design and Awards” on page 55 for further discussion. The Compensation Committee made no other changes to the 2021 – 2023 LTIP. 2021 — 2023 Performance Determination The performance shares payout for the three-year cumulative adjusted diluted EPS performance metric (as described above) was at 194% of target and the relative core ROAE performance metric (as described above) was at 66% of target, which resulted in a total achievement of at 130% of target. Given the adjustments made to the two performance measures (as described above), the Compensation Committee considered capping performance share payouts for the 2021 – 2023 LTIP at target level (i.e. 100%) for each of the participants, including the named executive officers (other than Mr. Griffiths). In making its payout determination, the Compensation Committee considered that the investment losses taken by senior management were voluntary and were done so with the objective to improve future earnings capacity and improve profitability without consideration of the negative effect it would have on their own compensation. The Compensation Committee also considered the financial impact to the Company and to each of the participants of paying out the performance shares at 130% of target or capping at 100%. The Compensation Committee concluded the financial impact of capping out at 100% of target was not significant to the Company and providing the payout at 130% of target was appropriate in context of total compensation relative to peers and each executive’s total compensation. After substantial discussion and consideration, the Compensation Committee approved the performance shares payout for the 2021 – 2023 LTIP at 130% of target on March 29, 2024, and the performance shares are scheduled to vest on April 27, 2024, the third anniversary of the grant date, subject to continued employment of each named executive officer, with the exception of: (1) Mr. Dufour, who qualified for retirement treatment under the terms of the award and his transition and retention arrangement (as described in “CEO Transition Arrangements” on page 58); and (2) Mr. Griffiths, who joined the Company on November 20, 2023, and, accordingly, was not granted any performance shares under the 2021 – 2023 LTIP.

  92. LONG-TERM INCENTIVE PROGRAM (“LTIP”)

    | Performance Metrics | Weighting | Threshold Level | Target Level | Superior Level | Actual End of Year 3 | % of Target | | Absolute Three-year Cumulative Adjusted Diluted EPS | 50% | $11.82 | $12.00 | $12.36 | $12.34 | 194% | | Relative Core ROAE (Percentile Rank) | 50% | 55th | 65th | 85th | 58th | 66% |

  93. LONG-TERM INCENTIVE PROGRAM (“LTIP”)

    | Camden National Corporation 2024 Proxy Statement | 57 |

  94. LONG-TERM INCENTIVE PROGRAM (“LTIP”)

    | | Compensation Discussion and Analysis |

  95. LONG-TERM INCENTIVE PROGRAM (“LTIP”)

    Performance Shares Approved for Payout Under the 2021 – 2023 LTIP for the Named Executive Officers — On March 29, 2024, the Compensation Committee approved the payout of performance shares under the 2021 — 2023 LTIP for the named executive officers (other than Mr. Griffiths) as follows:

  96. LONG-TERM INCENTIVE PROGRAM (“LTIP”)

    | Name(1) | Position | 2021 – 2023 LTIP at 194% of Target: Absolute Three-year Cumulative Adjusted Diluted EPS(2) | 2021 – 2023 LTIP at 66% of Target: Relative Core ROAE(3) | Total Performance Shares Issued at 130% of Target under 2021 – 2023 LTIP(4) | | Gregory A. Dufour | President & CEO | 2,800 | 953 | 3,753 | | Michael R. Archer(5) | EVP, CFO | 464 | 158 | 622 | | William H. Martel | EVP, Chief Technology Officer | 731 | 248 | 979 | | Patricia A. Rose | EVP, Retail & Mortgage Banking | 709 | 242 | 951 |

  97. LONG-TERM INCENTIVE PROGRAM (“LTIP”)

    1.Mr. Griffiths joined the Company and the Bank on November 20, 2023 and was not granted any performance shares under the 2021 – 2023 LTIP. 2.Represents the performance shares vested under the 2021 – 2023 LTIP for the absolute three-year cumulative adjusted diluted EPS component at 194% of target as measured over the period January 1, 2021 - December 31, 2023, determined using the Company’s closing market price of $46.95 on April 27, 2021 (the grant date for the 2021 – 2023 LTIP). 3.Represents the performance shares vested under the 2021 – 2023 LTIP for the relative core ROAE component at 66% of target as measured over the period January 1, 2021 – December 31, 2023 as compared to the industry index (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, 2020), determined using the Company's closing market price of $46.95 on April 27, 2021 (the grant date for the 2021 – 2023 LTIP). 4.Represents total performance shares vested and issued under the 2021 – 2023 LTIP at 130% of target, based on (1) a 50% weighting of actual three-year cumulative adjusted diluted EPS ratio achieving 194% of target and (2) a 50% weighting of relative core ROAE achieving 66% of target. 5.Mr. Archer participated in the 2021 – 2023 LTIP for two-thirds of the performance period, commencing participation in the program with a pro-rated award upon his appointment as the Company's and the Bank's EVP, CFO on January 3, 2022.

  98. CEO TRANSITION ARRANGEMENTS

    CEO TRANSITION ARRANGEMENTS 2023 Restricted Stock Units (“RSU”) Awards Following the public announcement in late March 2023 that the Board had established a temporary committee to assist in succession planning, the Compensation Committee considered the importance of maintaining select executives through the transitional period of identifying and onboarding a new CEO and other executive-level transitions. After substantial discussion and consideration, the Compensation Committee granted awards of RSUs on April 25, 2023 to Mr. Archer, Mr. Martel and Ms. Rose and other selected members of senior management to retain the leadership team’s focus on executing on the Company’s long-term strategic priorities during this period. The Compensation Committee also considered the competitive nature for executive-level positions within the current market and tight labor force, the known challenges recruiting highly qualified executives within our markets, the macroeconomic conditions creating financial headwinds for the Company (and the broader banking industry), and the need for retaining our executive team. The terms of the RSUs were tailored with this purpose, with no vesting until the second anniversary of the grant date, subject to the executive’s continued employment with the Company. The RSUs were granted in an amount equal to 25% of each executive’s salary at the grant date. Further details of these awards are provided in the “2023 Grants of Plan-Based Awards Table” on page 63.

  99. CEO TRANSITION ARRANGEMENTS

    Gregory A. Dufour On August 16, 2023 (“Effective Date”), the Company and the Bank entered into a transition employment and retention agreement (the “Transition Agreement”) with Gregory A. Dufour in response to Mr. Dufour’s anticipated retirement as President and CEO of the Company and the Bank on December 31, 2023, and to effectuate the successful transition to Mr. Griffiths. Under the terms of the Transition Agreement, Mr. Dufour departed from his position as President and CEO and as a member of the Company Board of Directors and Bank Board of Directors, effective December 31, 2023 (the “Transition Date”), and continued to support the Company and the Bank as an advisor from the Transition Date through March 31, 2024. Key terms of the Transition Agreement included: •Mr. Dufour’s annual base salary continued at the rate then in effect as of the Effective Date; •Mr. Dufour continued to participate in all applicable employee retirement benefit, health and welfare benefit, fringe benefit, and incentive compensation benefit plans, programs, policies or practices provided or applicable to senior executives of the Company and the Bank, with respect to his period of service as President and CEO, and similarly situated employees of the Company and the Bank, with respect to his period of service as advisor; •Mr. Dufour was eligible to receive bonus and incentive compensation in respect of the period prior to the Transition Date in accordance with the terms of the bonus and incentive compensation plans and programs in which he participated immediately before the Effective Date; •Mr. Dufour’s termination of employment in accordance with the Transition Agreement (other than by the Company or Bank for “Cause” (as defined in the Transition Agreement)) was considered a “retirement”, for purposes of the performance share units granted to him in 2021, 2022 and 2023; and •Subject to Mr. Dufour’s execution and non-revocation of a release, the Company fully accelerated the vesting of any outstanding and unvested restricted share awards granted to Mr. Dufour on April 27, 2021, April 26, 2022 and April 25, 2023 as of March 31, 2024. Simon R. Griffiths On August 16, 2023, the Company and Bank entered into a letter agreement (the “Letter Agreement”) with Simon R. Griffiths, pursuant to which he will (i) serve as EVP and Chief Operating Officer of the Company and the Bank upon joining the Company on November 20, 2023 (the “Employment Date”) and continuing through the Transition Date and (ii) serve as President and CEO of the Company and Bank and member of the Company’s Board of Directors and Bank Board of Directors effective as of January 1, 2024. Pursuant to the Letter Agreement, Mr. Griffiths’ terms of employment included: •An annual base salary commencing on the Employment Date of $825,000, which will not be reviewed for adjustment until 2025; •A sign-on cash award of $500,000, payable within 30 days of the Employment Date, which is subject to repayment in the event of certain terminations of Mr. Griffiths’ employment; •A sign-on equity award with an aggregate grant date value of $700,000, comprised of (1) a pro-rata award of performance share units and restricted stock awards under the Company’s LTIP in respect to the 2022 to 2024 and 2023 to 2025 performance periods (the “Pro-rata LTIP Award”), with terms and conditions, including vesting, in accordance with the LTIP and performance share units and restricted stock awards granted to the CEO and other named executives and (2) a number of restricted stock units with a grant date value equal to the difference between $700,000 and the grant date value of the Pro-rata LTIP Award, which restricted stock units will vest in equal installments on each of the first three anniversaries of the grant date; •A relocation assistance payment, net of taxes, of $125,000 (and totaled $233,644 before taxes), which is subject to repayment in the event of certain terminations of Mr. Griffiths’ employment; •Eligibility to participate in the 2024 EAIP, with a target incentive opportunity of 50% Mr. Griffiths’ annual base salary;

  100. CEO TRANSITION ARRANGEMENTS

    •Eligibility to participate in the LTIP, with a target incentive opportunity of 60% of Mr. Griffiths’ annual base salary; •Eligibility to participate in the MSPP, the DCRP and the DCP; •Eligibility to participate in the Company’s employee benefit plans covering employees of the Company on the same terms and conditions as the other named executive officers; •Entry into the Company’s standard Change of Control, Confidentiality and Non-Competition Agreement (the “CIC Agreement”), which provides for the payment of severance, generally in the form of a lump sum cash payment equal to three times the sum of Mr. Griffiths’ base salary plus three-year average bonus, and the continuation of certain benefits in the event Mr. Griffiths’ employment terminates, including for “good reason” and other than as a result of “disability” or for “cause” (as each are defined in the CIC Agreement), and Mr. Griffiths’ separation from service occurs within three months prior or 24 months after a change in control of the Company. The Search and Transition Committee and Compensation Committee received advice and peer benchmarking information from Meridian, as well as current market data obtained from the various CEO candidates, in reaching agreement with Mr. Griffiths on his terms of employment as outlined within the Letter Agreement.

  101. EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS

    EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS The Company does not have any ongoing employment agreements with any of its continuing named executive officers. The Company entered into a Transition Agreement with Mr. Dufour as part of the succession planning for him as President and CEO of the Company the Bank upon his departure from such role on December 31, 2023 and through his remaining period of employment with the Company, which ended on March 31, 2024, which is described in “CEO Transition Arrangements” on page 58. The Company has entered into change in control (“CIC”) agreements with the CEO and each other named executive officer. Additional details regarding the CIC agreements can be found in the narrative following the Pension Benefits table, and amounts that may be due to the named executive officers under these agreements are described and quantified in the section titled “Potential Payments Upon Termination or Change in Control” on page 75.

  102. EXECUTIVE STOCK AND CLAWBACK POLICIES

    Timing of Equity Grants — Equity awards, such as stock options and restricted stock, and including grants under the MSPP, LTIP, and DCRP, have been granted under the 2012 and 2022 Equity and Incentive Plans. The Company traditionally has granted restricted stock in the first quarter of each fiscal year to reward performance for the prior year. Under the MSPP, the stock is granted as restricted stock in conjunction with the bonus payment in the first quarter. Performance-based equity grants under the LTIP are typically granted in the second quarter of each fiscal year and subsequently vest in the second quarter of a fiscal year contingent on results following the three-year performance cycle. Participants in the DCRP have an account administered by the Company that is “credited” with “deferred stock units” annually, on or about March 15, with 10% of each participant’s (1) eligible earnings for the prior year (prorated for months employed by the Company during the year) and (2) cash bonuses earned for the prior year. Clawback Policy — The Compensation Committee adopted a new incentive compensation clawback policy for the Company in accordance with SEC and NASDAQ rules. Under the policy, the Compensation Committee shall recover from any current or former executive officer compensation awarded based on the attainment of any financial reporting measure in the event that the Company is required to prepare a financial restatement to correct a material error, with limited exceptions. Anti-Hedging and Pledging Restriction Policy — In accordance with the Company Anti-Hedging and Pledging Restriction Policy, directors and officers, including the named executive officers, are prohibited from engaging in any hedging transactions and are discouraged from pledging shares of the Company’s Common Stock as collateral for a loan. Further information on the Company’s policy is discussed on page 33.

  103. 2024 EAIP

    •Will utilize a “scorecard” approach, whereby a portion of each participant’s funded incentive payout is based on the Company’s performance (“Company Performance Factor”) and a portion is based on individual performance (“Individual Performance Factor”). •75% of each participant’s funded incentive payout (an increase from 60% for the 2023 EAIP) is calculated based on the Company’s performance to predefined financial and nonfinancial metrics approved by the Compensation Committee annually (“Company Performance Factor”). The portion of payout for the Company Performance Factor can vary from 0% for below threshold performance, 50% for threshold achievement, 100% for target achievement, and 150% for stretch performance achievement. Performance between payout levels at or above threshold (i.e., threshold, target and stretch) is calculated using a straight-line interpolation methodology. •25% of each participant’s funded incentive payout (a decrease from 40% for the 2023 EAIP) is based on the participant's achievements, accomplishments and performance as determined by the CEO for all non-CEO participants, and by the Compensation Committee for the CEO (“Individual Performance Factor”). The portion of payout for the Individual Performance Factor can vary from 0% to 150% based on a participant’s individual performance for the year, as determined through the Company’s annual performance evaluation process.

  104. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE

  105. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Gregory A. Dufour President & CEO | 2023 | 757,321 | 151,465 | 304,590 | — | 284,097 | 24,839 | 1,522,312 | | | 2022 | 727,664 | — | 329,977 | 231,327 | — | 34,253 | 1,323,221 | | | 2021 | 667,035 | — | 342,314 | 479,723 | 820,719 | 66,118 | 2,375,909 | | Michael R. Archer EVP, CFO | 2023 | 294,250 | 35,333 | 161,741 | — | — | 48,596 | 539,920 | | | 2022 | 266,923 | — | 203,711 | 56,803 | — | 13,505 | 540,942 | | Simon R. Griffiths EVP, Chief Operating Officer | 2023 | 63,462 | 500,000 | 699,994 | — | — | 233,644 | 1,497,100 | | William H. Martel EVP, Chief Technology Officer | 2023 | 326,184 | 39,164 | 178,008 | — | — | 56,450 | 599,806 | | | 2022 | 306,593 | — | 99,071 | 64,802 | — | 62,602 | 533,068 | | | 2021 | 283,461 | — | 145,342 | 136,011 | — | 23,174 | 587,988 | | Patricia A. Rose EVP, Retail & Mortgage Banking | 2023 | 317,543 | 38,122 | 172,276 | — | — | 54,864 | 582,805 | | | 2022 | 304,882 | — | 99,071 | 64,802 | — | 61,626 | 530,381 | | | 2021 | 273,871 | — | 150,233 | 131,203 | — | 25,393 | 580,700 |

  106. 2023 SUMMARY COMPENSATION TABLE

    1.Represents a special, nonrecurring cash bonus awarded to Messrs. Dufour, Archer, and Martel, and Ms. Rose. Refer to “2023 Cash Bonus” on page 52. The special, nonrecurring cash bonus for Messrs. Archer and Martel, and Ms. Rose is net of the incentive applied to acquire shares under the MSPP and reported in the “Stock Awards” column. See “Management Stock Purchase Program (“MSPP”) on page 53 for a discussion of how these amounts were determined under the MSPP. Represents Mr. Griffiths’ cash bonus received upon joining the Company on November 20, 2023. Refer to “CEO Transition Arrangements” on page 58. 2.The following table describes each component of the “Stock Awards” column in the Summary Compensation Table for 2023:

  107. 2023 SUMMARY COMPENSATION TABLE

    | | Stock Awards | | | | | | | LTIP | | | | | | Name | Performance Shares ($) | Restricted Shares ($) | MSPP ($) | Restricted Stock Units ($) | Total ($) | | Gregory A. Dufour | 152,295 | 152,295 | — | — | 304,590 | | Michael R. Archer | 37,500 | 37,500 | 11,741 | 75,000 | 161,741 | | Simon R. Griffiths | 287,774 | 287,774 | — | 124,446 | 699,994 | | William H. Martel | 41,247 | 41,247 | 13,020 | 82,494 | 178,008 | | Patricia A. Rose | 39,891 | 39,891 | 12,681 | 79,813 | 172,276 |

  108. 2023 SUMMARY COMPENSATION TABLE

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  109. 2023 SUMMARY COMPENSATION TABLE

    | Compensation Discussion and Analysis | |

  110. 2023 SUMMARY COMPENSATION TABLE

    The values reflected in the “LTIP Performance Shares” column do not necessarily represent a realized financial benefit for the named executive officer because the awards have not yet been earned. In addition, the financial benefit, if any, that may be realized in connection with these awards will depend on the future share price at such time that the performance shares are earned, if ever. For purposes of determining the value of the performance shares reported in the “LTIP Performance Shares” column, the Company assumed achievement at the target level of performance and the value provided represents the grant date fair value of the target number of shares of stock as determined based on the closing market price of our stock on the grant date. Other than for Mr. Griffiths (see below), the "LTIP Performance Shares" column represents awards granted under the 2023 – 2025 LTIP as determined based on the closing market price of our stock of $32.30 on April 25, 2023 (i.e., grant date) and in accordance with ASC Topic 718. The potential maximum payout for Performance Shares for the 2023 – 2025 LTIP performance period, at the superior performance level for each named executive officer (other than Mr. Griffiths) is as follows: $304,590 for Mr. Dufour; $75,000 for Mr. Archer; $82,494 for Mr. Martel and $79,782 for Ms. Rose. For Mr. Griffiths, the values in the "LTIP Performance Shares" column include: (1) pro-rated awards with a target level value of $78,257 granted under the 2022-2024 LTIP determined based on the closing market price of $37.86 on December 15, 2023 (i.e., grant date) in accordance with ASC Topic 718 awarded upon Mr. Griffiths joining the Company in November 2023; and (2) pro-rated awards with a target level value of $209,517 granted under the 2023-2025 LTIP determined based on the closing market price of $37.86 on December 15, 2023 (i.e., grant date) in accordance with ASC Topic 718. The potential maximum payout for Performance Shares at the superior performance level for Mr. Griffiths is $156,514 for the 2022-2024 LTIP and $419,034 for the 2023-2025 LTIP. Refer to “CEO Transition Arrangements” on page 58 for further details. The values in the “LTIP Restricted Shares” column reflect the grant date fair value of restricted stock awards for 2023, as determined in accordance with ASC Topic 718. Other than Mr. Griffiths, awards were issued based on the closing market price of our stock of $32.30 on April 25, 2023 (i.e., grant date). For Mr. Griffiths, the values in the "LTIP Restricted Shares" column include restricted stock awards with a value of $287,774 based on the closing market price of $37.86 on December 15, 2023 (i.e., grant date) awarded upon Mr. Griffiths joining the Company in November 2023. Refer to “CEO Transition Arrangements” on page 58 for further details. The values in the “MSPP” column reflect: (1) an elected percentage by each named executive officer of the 2023 cash bonus to purchase shares in March 2024; and (2) the estimated aggregate fair value of stock awards associated with the 25% discount ($9.41 discount assuming a market price of $37.63 as of December 29, 2023 (the last trading day of the 2023 fiscal year). Mr. Dufour retired and stepped down as the Company’s President and CEO, effective December 31, 2023, and was not eligible to participate in the 2024 MSPP stock award. Mr. Griffiths did not receive a 2023 cash bonus and, accordingly, did not participate in the 2024 MSPP stock award. For a more complete description of the stock awards, see “Management Stock Purchase Program (“MSPP”) on page 53. The values in the “RSU” column reflect a special, nonrecurring grant of Company stock in the form of restricted stock units issued to the named executive officers (other than Messrs. Dufour and Griffiths) for retention purposes. The values reflect the grant date fair value as determined in accordance with ASC Topic 718. Units were issued based on the closing market price of our stock of $32.30 on April 25, 2023 (i.e., grant date). For a more complete description of the unit awards, see “CEO Transition Arrangements” on page 58. The values in the “RSU” column for Mr. Griffiths represent restricted stock units granted to him equal to the difference between $700,000 and the grant date value of the pro-rata LTIP awards described above upon joining the Company in November 2023. The number of shares was determined using the closing market price of our stock of $37.86 on December 15, 2023 (i.e., grant date) in accordance with ASC Topic 718, which vest ratably over three years. For a more complete description of the unit awards, see “CEO Transition Arrangements” on page 58. 3.Represents the amounts earned under the EAIP, less the incentive applied to acquire shares under the MSPP and reported in the "Stock Awards" column. For 2023, there was no payout under the EAIP. See “Executive Annual Incentive Program” beginning on page 50 for a discussion of how these amounts were determined. 4.The amounts in this column reflect (i) the changes in value of the Company’s SERP maintained for Mr. Dufour to the extent the change in value for the fiscal year was accretive to the participant. Refer to Note 18 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2023 for further discussion of the Company’s SERP.

  111. 2023 SUMMARY COMPENSATION TABLE

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  112. 2023 SUMMARY COMPENSATION TABLE

    | | Compensation Discussion and Analysis |

  113. 2023 SUMMARY COMPENSATION TABLE

    5.The amounts in this column and detailed below for the year ended December 31, 2023 include: (i) 401(k) matching contributions under the Company’s Retirement Savings Plan by the Company, (ii) a Company contribution to active participants of the DCP (nonqualified plan), (iii) dividends paid on unvested stock awards granted under the 2012 and 2022 Equity and Incentive Plan(s), (iv) DCRP stock awards, (v) relocation bonus for Mr. Griffiths as further described in “CEO Transition Arrangements” on page 58, and (vi) the approximate cost to the Company of Mr. Dufour's commuting and incidental personal use of the Company vehicle and other benefits. The imputed income attributable to for these benefits was taxable income to Messrs. Dufour and Archer. The taxes associated with this income were not reimbursed or paid by the Company.

  114. 2023 SUMMARY COMPENSATION TABLE

    | | Employer Contribution | | | | | | | | Name | 401(k) ($) | DCP ($) | Dividend ($) | DCRP ($) | Relocation Bonus ($) | Vehicle and Other ($) | Total ($) | | Gregory A. Dufour | 13,200 | 2,121 | 8,512 | — | — | 1,006 | 24,839 | | Michael R. Archer | 13,200 | — | 1,537 | 33,784 | — | 75 | 48,596 | | Simon R. Griffiths | — | — | — | — | 233,644 | — | 233,644 | | William H. Martel | 13,200 | 1,402 | 3,103 | 38,745 | — | — | 56,450 | | Patricia A. Rose | 13,200 | — | 3,100 | 38,564 | — | — | 54,864 |

  115. 2023 SUMMARY COMPENSATION TABLE

    The values in the “DCRP” column reflect the aggregate grant date fair value of stock awards for 2023 and determined in accordance with ASC Topic 718. For a discussion of the assumptions used in the calculations of the stock award, refer to Note 17 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2023. For a more complete description of the stock awards, see “Retirement and Other Benefits” on page 58.

  116. 2023 SUMMARY COMPENSATION TABLE

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  117. 2023 SUMMARY COMPENSATION TABLE

    | Compensation Discussion and Analysis | |

  118. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    2023 GRANTS OF PLAN-BASED AWARDS TABLE The following table summarizes cash and stock grants made during 2023 to the CEO and other named executive officers listed in the Summary Compensation Table:

  119. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Plan | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Gregory A. Dufour | EAIP | 1/1/23 | 60,586 | 302,928 | 605,857 | — | — | — | — | — | — | — | | | MSPP | 3/9/23 | — | — | — | — | — | — | 883(4) | — | — | 8,556 | | | Performance Shares | 4/25/23 | — | — | — | 2,358 | 4,715 | 9,430 | — | — | — | 152,295 | | | Restricted Shares | 4/25/23 | — | — | — | — | — | — | 4,715(5) | — | — | 152,295 | | Michael R. Archer | EAIP | 1/1/23 | 17,655 | 88,275 | 176,550 | — | — | — | — | — | — | — | | | MSPP | 3/9/23 | — | — | — | — | — | — | 488(4) | — | — | 4,729 | | | DCRP | 3/15/23 | — | — | — | — | — | — | 933(6) | — | — | 33,784 | | | Performance Shares | 4/25/23 | — | — | — | 581 | 1,161 | 2,322 | — | — | — | 37,500 | | | Restricted Shares | 4/25/23 | — | — | — | — | — | — | 1,161(5) | — | — | 37,500 | | | Restricted Stock Units | 4/25/23 | — | — | — | — | — | — | 2,322(7) | — | — | 75,000 | | Simon R. Griffiths | Performance Shares(8) | 12/15/23 | — | — | — | 1,034 | 2,067 | 4,134 | — | — | — | 78,257 | | | Performance Shares(8) | 12/15/23 | — | — | — | 2,767 | 5,534 | 11,068 | — | — | — | 209,517 | | | Restricted Shares(8) | 12/15/23 | — | — | — | — | — | — | 7601 | — | — | 287,774 | | | Restricted Stock Units | 12/15/23 | — | — | — | — | — | — | 3287(9) | — | — | 124,446 | | William H. Martel | EAIP | 1/1/23 | 19,571 | 97,855 | 195,711 | — | — | — | — | — | — | — | | | MSPP | 3/9/23 | — | — | — | — | — | — | 556(4) | — | — | 5,388 | | | DCRP | 3/15/23 | — | — | — | — | — | — | 1,070(6) | — | — | 38,745 | | | Performance Shares | 4/25/23 | — | — | — | 639 | 1,277 | 2,554 | — | — | — | 41,247 | | | Restricted Shares | 4/25/23 | — | — | — | — | — | — | 1,277(5) | — | — | 41,247 | | | Restricted Stock Units | 4/25/23 | — | — | — | — | — | — | 2,554(7) | — | — | 82,494 | | Patricia A. Rose | EAIP | 1/1/23 | 19,053 | 95,263 | 190,526 | — | — | — | — | — | — | — | | | MSPP | 3/9/23 | — | — | — | — | — | — | 556(4) | — | — | 5,388 | | | DCRP | 3/15/23 | — | — | — | — | — | — | 1,065(6) | — | — | 38,564 | | | Performance Shares | 4/25/23 | — | — | — | 618 | 1,235 | 2,470 | — | — | — | 39,891 | | | Restricted Shares | 4/25/23 | — | — | — | — | — | — | 1,235(5) | — | — | 39,891 | | | Restricted Stock Units | 4/25/23 | — | — | — | — | — | — | 2,471(7) | — | — | 79,813 |

  120. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    1.Amounts represent the range of possible incentive payouts under the 2023 EAIP. There was no payout under the EAIP for 2023 based on financial performance as discussed within “Executive Annual Incentive Program” beginning on page 50.

  121. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | Camden National Corporation 2024 Proxy Statement | 67 |

  122. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | | Compensation Discussion and Analysis |

  123. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    2.Amounts represent the range of shares that may be released at the end of the three-year performance period applicable to the 2023 – 2025 LTIP. Total long-term incentive award opportunities as a percentage of salary for each named executive officer are described in “Long-Term Incentive Program” beginning on page 54. Except for Mr. Griffiths, the number of shares was based on the percentage of base salary in effect as of February 26, 2023 and the Company’s closing market price of $32.30 on April 25, 2023 (i.e., grant date). Mr. Griffiths was based on the percentage of base salary in effect as of November 20, 2023 and the closing market price of $37.86 on December 15, 2023. 3.The values reported for the MSPP, DCRP, Restricted Shares, and Restricted Stock Units reflect the aggregate grant date fair value of stock awards for 2023 and were 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 audited consolidated financial statements for the fiscal year ended December 31, 2023. The values reflected for Performance Shares do not necessarily represent a realized financial benefit for each named executive officer because the performance shares may not yet have been earned. In addition, the financial benefit, if any, that may be realized will depend on the future share price at such time, if ever, that the performance shares are earned. For purposes of valuing the performance shares under the LTIP, the Company assumed achievement at the target level of performance and the value provided represents the grant date fair value of the target number of shares of stock. For performance shares granted on April 25, 2023 under the 2023 – 2025 LTIP for each named executive officer, the value was determined based on the closing market price of our stock of $32.30 on April 25, 2023 (i.e., grant date) and in accordance with ASC Topic 718. For Performance Shares granted on December 15, 2023 to Mr. Griffiths, the value for the pro-rated shares awarded under the 2022 - 2024 LTIP and 2023 - 2025 LTIP was determined based on the closing market price of our stock of $37.86 on December 15, 2023 (i.e., grant date) and in accordance with ASC Topic 718. For a more complete description of the stock awards, see “Compensation Discussion and Analysis” starting on page 38 of this proxy statement. 4.Amount reflects up to 20% of the cash bonus used to purchase restricted shares under the MSPP at $29.09 per share, a 25% discount of the closing market price of $38.78 on March 9, 2023 (i.e., grant date). These shares will cliff vest two years after the grant date. 5.Amount reflects restricted stock award issued based on the closing market price of our stock of $32.30 on April 25, 2023 (i.e., grant date), which vest ratably over a three-year period. Refer to discussion in “2023 – 2025 LTIP Grant” on page 54 for additional details of the grant. 6.Amount reflects 10% of each participant’s (1) annual base salary for the prior year and (2) cash bonuses earned for the prior year “credited” in “deferred stock units.” Vesting occurs ratably from the date of participation in the DCRP until the participant turns 65. 7.Amount reflects special, nonrecurring restricted stock units issued to Messrs. Archer and Martel, and Ms. Rose for retention purposes. The units were granted on April 25, 2023 based on the closing market price of our stock of $32.30 on the grant date. These units will cliff vest two years after the grant date. Refer to discussion on special, nonrecurring restricted stock unit grant in “CEO Transition Arrangements” on page 58 for additional details of the grant. 8.Upon Mr. Griffiths joining the Company and the Bank on November 20, 2023, the Compensation Committee awarded him a pro-rated grant for both the 2022 – 2024 LTIP and 2023 – 2025 LTIP as follows:

  124. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | LTIP | Grant as % of Salary, effective November 20, 2023 | Pro Rata Award(a) | Total Value ($) | Service-Based Shares Value ($)(b)(c) | Performance-Based Shares Value ($)(d) | | 2022 - 2024 LTIP | 60% | 7/18ths | 156,514 | 78,257 | 78,257 | | 2023 - 2025 LTIP | 60% | 13/18ths | 419,034 | 209,517 | 209,517 |

  125. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    a.Mr. Griffiths received a pro-rated grant for the 2022 – 2024 LTIP and 2023 – 2025 LTIP for the remaining performance period for each respective LTIP upon joining the Company in November 20, 2023 and his appointment as the Company and the Bank’s President and CEO on January 1, 2024. b.The Service-Based Shares Value reported reflects the aggregate grant date fair value of the restricted stock award portion of the 2022 – 2024 LTIP and 2023 – 2025 LTIP, 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, 2023. c.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 closing share price of the Company's stock on the original grant dates. d.The performance share units are tied to performance goals as discussed on page 53 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. 9.Amount reflects restricted stock units issued to Mr. Griffiths on December 15, 2023 (i.e., grant date) based on the closing market price of our stock of $37.86, which vest ratably over a three-year period. These shares were awarded to Mr. Griffiths as part of his sign-on equity award. See “CEO Transition Arrangements” on page 58 for further details.

  126. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | 68 | Camden National Corporation 2024 Proxy Statement |

  127. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | Compensation Discussion and Analysis | |

  128. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table summarizes certain information with respect to all unvested performance-based and time-based restricted stock awards held by the CEO and other named executive officers as of December 31, 2023.

  129. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | | Stock Awards | | | | | Name | Grant Date | Plan | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(1) | | Gregory A. Dufour | 3/10/2022 | MSPP(2) | 1,423 | 53,547 | — | — | | | 3/9/2023 | MSPP(2) | 883 | 33,227 | — | — | | | 4/27/2021 | Restricted Shares(3) | 963 | 36,238 | — | — | | | 4/26/2022 | Restricted Shares(3) | 2,117 | 79,663 | — | — | | | 4/25/2023 | Restricted Shares(3) | 4,715 | 177,425 | — | — | | | 4/27/2021 | Performance Shares(4) | — | — | 2,889 | 108,713 | | | 4/26/2022 | Performance Shares(4) | — | — | 3,176 | 119,513 | | | 4/25/2023 | Performance Shares(4) | — | — | 4,715 | 177,425 | | | | Total | 10,101 | 380,100 | 10,780 | 405,651 | | Michael R. Archer | 3/10/2022 | MSPP(2) | 127 | 4,779 | — | — | | | 3/9/2023 | MSPP(2) | 488 | 18,363 | — | — | | | Various | Restricted Stock Units(5) | 2,322 | 87,377 | — | — | | | 4/25/2023 | Restricted Stock Units(6) | 1,950 | 73,379 | — | — | | | 1/18/2022 | Restricted Shares(3) | 239 | 8,994 | — | — | | | 4/26/2022 | Restricted Shares(3) | 483 | 18,175 | — | — | | | 4/25/2023 | Restricted Shares(3) | 1,161 | 43,688 | — | — | | | Various | DCRP(7) | 898 | 33,792 | — | — | | | 1/18/2022 | Performance Shares(4) | — | — | 479 | 18,025 | | | 4/26/2022 | Performance Shares(4) | — | — | 724 | 27,244 | | | 4/25/2023 | Performance Shares(4) | — | — | 1,161 | 43,688 | | | | Total | 7,668 | 288,547 | 2,364 | 88,957 | | Simon R. Griffiths | 12/15/2023 | Restricted Stock Units(8) | 3,287 | 123,690 | — | — | | | 12/15/2023 | Restricted Shares(3) | 7,601 | 286,025 | — | — | | | 12/15/2023 | Performance Shares(4) | — | — | 7,601 | 286,025 | | | | Total | 10,888 | 409,715 | 7,601 | 286,025 |

  130. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Camden National Corporation 2024 Proxy Statement | 69 |

  131. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Compensation Discussion and Analysis |

  132. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | | Stock Awards | | | | | Name | Grant Date | Plan | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(1) | | William H. Martel | 3/10/2022 | MSPP(2) | 908 | 34,168 | — | — | | | 3/9/2023 | MSPP(2) | 556 | 20,922 | — | — | | | 4/25/2023 | Restricted Stock Units(6) | 2,554 | 96,107 | — | — | | | 4/27/2021 | Restricted Shares(3) | 252 | 9,483 | — | — | | | 4/26/2022 | Restricted Shares(3) | 555 | 20,885 | — | — | | | 4/25/2023 | Restricted Shares(3) | 1,277 | 48,054 | — | — | | | Various | DCRP(7) | 2,053 | 77,254 | — | — | | | 4/27/2021 | Performance Shares(4) | — | — | 754 | 28,373 | | | 4/26/2022 | Performance Shares(4) | — | — | 832 | 31,308 | | | 4/25/2023 | Performance Shares(4) | — | — | 1,277 | 48,054 | | | | Total | 8,155 | 306,873 | 2,863 | 107,735 | | Patricia A. Rose | 3/10/2022 | MSPP(2) | 876 | 32,964 | — | — | | | 3/9/2023 | MSPP(2) | 556 | 20,922 | — | — | | | 4/25/2023 | Restricted Stock Units(6) | 2,471 | 92,984 | — | — | | | 4/27/2021 | Restricted Shares(3) | 244 | 9,182 | — | — | | | 4/26/2022 | Restricted Shares(3) | 555 | 20,885 | — | — | | | 4/25/2023 | Restricted Shares(3) | 1,235 | 46,473 | — | — | | | Various | DCRP(7) | 2,234 | 84,065 | — | — | | | 4/27/2021 | Performance Shares(4) | — | — | 732 | 27,545 | | | 4/26/2022 | Performance Shares(4) | — | — | 832 | 31,308 | | | 4/25/2023 | Performance Shares(4) | — | — | 1,235 | 46,473 | | | | Total | 8,171 | 307,475 | 2,799 | 105,326 |

  133. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    1.Based on the Company’s closing share price of $37.63 on December 29, 2023 (the last trading day of the 2023 fiscal year). 2.Represents restricted shares that cliff-vest two years from the grant date. 3.Represents restricted stock awards that vest ratably over a three-year period. Mr. Griffiths received a prorated grant for both 2022 and 2023 upon his appointment as the Company's EVP, COO on November 20, 2023. Refer to “CEO Transition Arrangements” beginning on page 58. 4.Represents shares that may be released at the end of each applicable three-year performance period. These amounts do not necessarily represent a realized financial benefit for the named executive officers because the performance shares have not necessarily been earned. The target performance level has been used to represent the number of shares for the 2021 – 2023, 2022 – 2024 and 2023 – 2025 LTIP. Mr. Griffiths received a prorated grant on December 15, 2023 for both 2022 and 2023 upon his appointment as the Company's EVP, COO on November 20, 2023. Refer to “CEO Transition Arrangements” beginning on page 58. 5.Represents restricted stock units that vest ratably over a five-year period. 6.Represents restricted stock units that cliff-vest two years from the grant date. 7.Represents stock units awarded under the DCRP that vest ratably from the date of participation in the DCRP until the participant reaches 65. 8.Represents restricted stock units that vest ratably over a three-year period.

  134. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 70 | Camden National Corporation 2024 Proxy Statement |

  135. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Compensation Discussion and Analysis | |

  136. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    2023 OPTION EXERCISES AND STOCK VESTED TABLE The following table summarizes the number of shares acquired and the dollar amounts realized by the CEO and other named executive officers during 2023 upon vesting of shares of restricted stock. No options were exercised or vested during 2023 and, as such, no disclosure was provided for within the table below:

  137. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    | | Stock Awards | | | Name(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Gregory A. Dufour | 10,177 | 262,197 | | Michael A. Archer | 2,203 | 71,303 | | William H. Martel | 2,917 | 79,343 | | Patricia A. Rose | 3,697 | 102,390 |

  138. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    1.Mr. Griffiths joined the Company and the Bank in November 2023 and no stock awards were exercised or vested during 2023. 2.Represents the aggregate number of shares acquired under the MSPP, LTIP, DCRP and/or restricted stock units upon vesting without taking into account any shares that may have been surrendered or withheld to cover applicable tax obligations. 3.Represents the shares or units that vested multiplied by the closing market price on the applicable vesting date.

  139. 2023 PENSION BENEFITS TABLE

    2023 PENSION BENEFITS TABLE The following table summarizes the pension benefits for each of the CEO and other named executive officers during 2023:

  140. 2023 PENSION BENEFITS TABLE

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Gregory A. Dufour | Supplemental Executive Retirement Program | 23 | 8,241,915 | — |

  141. 2023 PENSION BENEFITS TABLE

    1.Represents the present value of accumulated benefits payable to the named executive officer, determined using interest rate and mortality rate assumptions consistent with those used in Note 18 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2023. The present value is expressed as a lump sum; however, outside of a change in control, the SERP generally does not provide for payment of benefits in a lump sum, but rather payment in the form of an annuity with monthly benefit payments. The present value calculation assumes an annual benefit commencing upon age 63 equal to $659,044 for Mr. Dufour. Mr. Dufour is the only named executive officer who is a participant in the SERP. Under the SERP, an executive is required to have five years of service to be eligible for a vested benefit under the existing SERP. Participants in this SERP may receive, upon retirement at age 55 or older, a monthly lifetime benefit (with 15 years guaranteed) that is calculated based on targeting up to 65% of the participant’s average salary and annual incentive bonus for the 36 consecutive months of employment during which the participant’s compensation was the highest, factoring in years of service, and allowing for reductions relative to (i) 50% of the participant’s projected primary Social Security benefits; (ii) the benefit from the portion of the participant’s 401(k) arising from employer contributions plus earnings; (iii) the benefit from the distribution and projected earnings resulting from the termination of the Company’s defined benefit pension plan in 2001; and (iv) the participant’s benefits under any other incentive or retirement plan that may be instituted by the Company or its subsidiaries, excluding deferred compensation, stock options and the annual incentive bonus plan. A total retirement benefit cap of 75% was instituted for participants when years of service exceed 25 years. The SERP provides for a 15-year guaranteed benefit starting at age 65 for vested participants who leave the Company prior to age 55. The SERP refers to the normal retirement age as age 65; however, the plan allows for early retirement at age 55.

  142. 2023 PENSION BENEFITS TABLE

    | Camden National Corporation 2024 Proxy Statement | 71 |

  143. 2023 PENSION BENEFITS TABLE

    | | Compensation Discussion and Analysis |

  144. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE (DCP)

    2023 NONQUALIFIED DEFERRED COMPENSATION TABLE (DCP) The DCP allows executives to voluntarily defer up to 80% of salary and/or annual incentive bonus, after payment of FICA/Medicare taxes. In 2023, two named executive officers — Messrs. Dufour and Martel — elected to defer amounts under the DCP. Deferred amounts are invested at the discretion of the participant in the same investment options as made available under the Company's 401(k) Plan. The Company’s obligations with respect to the deferred amounts are payable from its general assets. The assets are at all times subject to the claims of the Company’s general creditors. The following table summarizes the nonqualified deferred compensation for each of the applicable named executive officers during 2023:

  145. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE (DCP)

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Gregory A. Dufour | 53,013 | 4,158 | 77,291 | — | 696,518 | | William H. Martel | 35,048 | 368 | 5,800 | — | 49,990 |

  146. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE (DCP)

    1.Represents the voluntary deferral of salary and bonus payments during 2023. Salary amounts are disclosed in the Summary Compensation Table under the year 2023. Bonus amounts are disclosed in the Summary Compensation Table under the year 2023. 2.Represents amounts that would have been contributed by the Company under the 401(k) Plan but for certain IRS limitations. The Company contributions reported above were paid in 2024 for the 2023 fiscal year and are also disclosed in the Summary Compensation Table under “All Other Compensation” in 2023. Refer to the discussion of the DCP under “Retirement and Other Benefits” starting on page 60 of this proxy statement. 3.Aggregate earnings are based upon the performance of a variety of mutual funds. Because these earnings are based upon actual market performance, they are not considered above-market or preferential for purposes of SEC rules. Therefore, none of the amounts reported in this column are reportable in the “2023 Summary Compensation Table” on page 60.

  147. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table quantifies the benefits that would have been payable to our named executive officers upon death or disability and under their CIC agreements using the five-year period ending December 31, 2023 for purposes of computing any Section 280G limitation (if applicable), as if the event described to trigger their benefits had occurred as of December 31, 2023.

  148. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | Gregory A. Dufour(1) ($) | Michael R. Archer ($) | Simon R. Griffiths ($) | William H. Martel ($) | Patricia A. Rose ($) | | Death or Disability | | | | | | | DCRP Restricted Stock Acceleration(2) | — | 33,792 | — | 77,254 | 84,065 | | Restricted Stock Acceleration(3) | 293,326 | 144,236 | 409,715 | 174,528 | 169,523 | | Performance Share Unit Acceleration(4) | 118,284 | 29,126 | 138,830 | 32,036 | 30,982 | | Total | 411,610 | 207,154 | 548,545 | 283,818 | 284,570 | | Termination Without Cause or Resignation for Good Reason in connection with a Change in Control | | | | | | | Cash Severance Payment(5) | 3,451,417 | 696,607 | 2,475,000 | 888,414 | 897,329 | | Continuation of Health Benefits(6) | 42,332 | 36,585 | 69,958 | 42,752 | 25,869 | | DCRP Restricted Stock Acceleration(2) | — | 33,792 | — | 77,254 | 84,065 | | Restricted Stock Acceleration(3) | 293,326 | 144,236 | 409,715 | 174,528 | 169,523 | | MSPP Stock Acceleration(7) | 7,826 | 4,195 | — | 4,930 | 4,924 | | Performance Share Unit Acceleration(8) | 277,634 | 65,451 | 242,538 | 73,780 | 72,726 | | SERP lump sum distribution in excess of accrued benefit(9) | 131,874 | — | — | — | — | | Total(8) | 4,204,409 | 980,866 | 3,197,211 | 1,261,658 | 1,254,436 |

  149. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    1.Mr. Dufour terminated employment with the Company and the Bank on March 31, 2024 and did not receive these amounts; he received benefits and payments under the terms of his agreement, as described within “CEO Transition Arrangements” on page 59. 2.Under the DCRP, each unvested deferred stock unit becomes fully vested upon (i) a termination without cause or resignation for good reason in connection with a change in control, (ii) death or (iii) disability. For purposes of this table, the unvested deferred stock units were assumed to have a value equal to the closing price per share of $37.63 on December 29, 2023 (the last trading day of the 2023 fiscal year). 3.Represents unvested restricted stock awards which become fully vested and exercisable upon (i) a termination without cause or resignation for good reason in connection with a change in control, (ii) death or (iii) disability. For purposes of this table, the unvested restricted shares were assumed to have a value equal to the closing price per share of $37.63 on December 29, 2023 (the last trading day of the 2023 fiscal year). 4.Represents unvested performance share units which become fully vested and exercisable upon (i) death or (ii) disability. For purposes of this table, the unvested performance share units were assumed at target and to have a value equal to the closing price per share of $37.63 on December 29, 2023 (the last trading day of the 2023 fiscal year). 5.Represents the value of (i) 36 months of base salary and (ii) average of three-year annual bonus for Messrs. Dufour and Griffiths, and (a) 24 months of base salary and (b) average of three-year annual bonus for the other named executive officers, payable according to the Company’s regular payroll schedule, and which would be reduced by standard withholding and authorized deductions per the CIC agreements. 6.Represents the value of (i) 18 months of healthcare benefits and 18 months’ equivalent grossed up for taxes for Messrs. Dufour and Griffiths and (ii) 18 months of healthcare benefits and six months’ equivalent grossed up for taxes for the other named executive officers, per the CIC agreements. 7.Represents outstanding MSPP stock awards which become fully vested and exercisable upon a termination without cause or resignation for good reason in connection with a change in control. For purposes of this table, the unvested in-the-money MSPP stock awards were assumed to have a value equal to the closing price per share of $37.63 on December 29, 2023 (the last trading day of the 2023 fiscal year).

  150. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Camden National Corporation 2024 Proxy Statement | 75 |

  151. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | Compensation Discussion and Analysis |

  152. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    8.In the event a participant has a qualifying termination event within six months after a change in control, the participant shall be entitled to an additional award up to the maximum payout level for the performance shares under the LTIP. For purposes of this table, LTIP shares were assumed to have a value equal to the closing price per share of $37.63 on December 29, 2023 (the last trading day of the 2023 fiscal year). 9.In the event of a change in control, under the SERP, Mr. Dufour would have been entitled to receive a lump sum distribution in the amount of the accrued benefit, calculated using the one-year Treasury bill rate for the discount factor. Accordingly, the amounts reflected in the table above reflect the excess of the accrued benefit payable upon a change in control, calculated using the discount rate of 4.72%, over the present value of the accumulated benefit set forth in the “Pension Benefits Table” on page 71. 10.In the event the executive would become subject to an excise tax under Section 4999 of the Code imposed on parachute payments (within the meaning of Section 280G of the Code), the amounts payable as described above in connection with a change in control would be reduced to the level so that the excise tax will not apply, but only if such reduction would result in a greater after-tax amount to the executive.

  153. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE The annual total compensation for 2023 was $1,522,312 for our CEO and $57,718 for our median employee. The resulting ratio of our CEO’s pay to the pay of our median employee for 2023 is 26 to 1. We identified the median employee by using wages from our payroll records as reported to the IRS on Form W-2 for fiscal 2023 for all individuals, excluding our CEO, who were employed by us on December 31, 2023, the last day of our payroll year. We included all employees, whether employed on a full-time, part-time or seasonal basis. We annualized the compensation for full-time and part-time employees that were not employed by us for all of 2023. We calculated the median employee’s annual total compensation using the same methodology we use for our named executive officers as set forth in the 2023 Summary Compensation Table in this proxy statement. In our 2023 Summary Compensation Table, we report annual cash incentive and MSPP paid to our CEO in 2024 for performance in 2023. Our median employee participated in a cash incentive plan that paid annually during 2023, and we used the amounts received in 2023 for median employee’s annual total compensation. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules. In light of the numerous different methodologies, assumptions, adjustments and estimates that companies may apply in compliance with Item 402(u) of Regulation S-K, this information should not be used as a basis for comparison between different companies.

  154. PAY RATIO DISCLOSURE

    | 76 | Camden National Corporation 2024 Proxy Statement |

  155. PAY RATIO DISCLOSURE

    | Pay Versus Performance (“PVP”) Disclosure |

  156. PAY RATIO DISCLOSURE

    As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the company. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the company’s performance, see CD&A on page 38 above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our named executive officers, including with respect to restricted stock units and performance stock units. The following table sets forth the compensation for our CEO and the average compensation for our other named executive officers, each as reported in the Summary Compensation Table and with certain adjustments to reflect Compensation Actually Paid (“CAP”) as defined under SEC rules. The table also provides information with respect to cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, Net Income, and the Company’s selected performance measure, Diluted EPS.

  157. 2023 PVP Table

    | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO | Average Summary Compensation Table Total for non-CEO Named Executive Officers | Average Compensation Actually Paid to non-CEO Named Executive Officers | Value of Fixed $100 Investment Based On: | | Net Income | Company Selected Measure: Diluted EPS | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | | ($) | ($)(1)(2) | ($)(2) | ($)(1)(2) | ($) | ($)(3) | ($) | ($) | | 2023 | 1,522,312 | 1,447,110 | 803,573 | 791,548 | 95.46 | 112.03 | 43,383,299 | 2.97 | | 2022 | 1,323,221 | 1,596,289 | 512,046 | 476,400 | 100.49 | 111.47 | 61,439,377 | 4.17 | | 2021 | 2,375,909 | 2,306,068 | 594,080 | 638,100 | 112.11 | 126.43 | 69,013,710 | 4.60 | | 2020 | 3,088,311 | 1,606,062 | 627,250 | 415,542 | 80.73 | 90.82 | 59,486,202 | 3.95 |

  158. 2023 PVP Table

    | | Pay Versus Performance Disclosure |

  159. 2023 PVP Table

    | Pay Versus Performance Disclosure | |

  160. Tabular List of Financial Performance Measures

    | | Pay Versus Performance Disclosure |

  161. Graphical Disclosure of Relationship Between CAP and PVP Performance Measures

    | Pay Versus Performance Disclosure | |