DEF 14A of Camden National Corp
Filed Apr 3, 2026 · FY20250000750686-26-000017
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| | Craig N. Denekas | | | Experience and Qualifications: Mr. Denekas serves as Trustee and Chairman 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. | | Age: 61 | | | | Director Since: 2017 | | | | Camden National Corporation Committees: Audit Committee, Corporate Governance & Risk Committee, and Capital Planning Committee | | | | Other Directorships: •Camden National Bank | | | | Career Highlights: •Trustee, Chairman and CEO of the Libra Foundation •Director and Shareholder at the law firm of Perkins, Thompson |
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| Board of Director and Corporate Governance Information | |
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| | Simon R. Griffiths | | | Experience and Qualifications: Mr. 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: 52 | | | | 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 |
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| | Board of Director and Corporate Governance Information |
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| | Rebecca K. Hatfield | | | Experience and Qualifications: Ms. Hatfield is the Chief Strategy and Growth Officer at Hancock Lumber. Previously, Ms. Hatfield served as President and CEO at Avesta Housing, a nonprofit affordable housing provider, a role she held from September 2022 through December 2024. During her nine years at Avesta Housing, Ms. Hatfield also held several other leadership roles, overseeing real estate development, construction services, property management and other functions. 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 and Compensation Committee, as well as her role on the Asset-Liability Committee and Credit Committee of Camden National Bank. Ms. Hatfield’s previous employment also includes five years as a software and network engineer. Ms. Hatfield was named Mainer of the Year in 2022 by Maine Magazine and a Mainebiz Women to Watch in 2021. In 2023, she received the MaineHousing Stephen B. Mooers Award. She currently serves on the board of the John T. Gorman Foundation. | | Age: 48 | | | | Director Since: 2022 | | | | Camden National Corporation Committees: Capital Planning Committee and Compensation Committee | | | | Other Directorships: •Camden National Bank | | | | Career Highlights: •Chief Strategy and Growth Officer, Hancock Lumber •President and CEO, Avesta Housing •Senior Vice President, Citigroup |
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| Board of Director and Corporate Governance Information | |
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| | Larry K. Haynes | | | Experience and Qualifications: Mr. Haynes is the retired president and chief executive officer of the Grappone Automotive Group headquartered in Bow, New Hampshire, where he oversaw the daily operation of the five retail auto stores and 380 team members. Mr. Haynes was also responsible for various dealership and non-dealership real estate holdings. Mr. Haynes joined Grappone Automotive in 1997 as its Chief Financial Officer. Mr. Haynes’ previous employment includes serving as Chief Financial Officer of MEG Asset Management, Inc. and Vice President and Controller of Hilco, Inc., a Bank of Ireland subsidiary that acquired First NH Banks Inc. Mr. Haynes began his public accounting career as an auditor for a firm which is now Deloitte. Mr. Haynes is a Certified Public Accountant and Certified Financial Planner® and a graduate of Leadership New Hampshire. He earned his master’s degree in business administration from Southern New Hampshire University and his Bachelor of Science degree in accounting, with an economics minor, from Plymouth State University. | | Age: 61 | | | | Director Since: 2025 | | | | Camden National Corporation Committees: Audit Committee | | | | Other Directorships: •Camden National Bank | | | | Career Highlights: •President and CEO of Grappone Automotive Group •CFO of MEG Asset Management |
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| | Board of Director and Corporate Governance Information |
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| | S. Catherine Longley | | | Experience and Qualifications: Ms. Longley is the retired Executive Vice President and Chief Operating Officer of The Jackson Laboratory, a global biomedical research institution in Bar Harbor, Maine where she led operations from 2018 to 2024, having first joined as the Vice President and Chief Financial Officer in 2016. Before this, Ms. Longley served as the Senior Vice President of Finance & Administration and Treasurer at Bowdoin College in Brunswick, Maine for fourteen years. She has held various legal and regulatory roles, including as a partner at Verrill LLP in Portland, Maine and as Commissioner of Professional & Financial Regulation in the cabinet of former Maine Governor Angus King. She currently serves on the board of trustees at Maine Maritime Academy, a public higher education institution in Castine, Maine, and has served on multiple non-profit and for-profit boards throughout her career. Ms. Longley holds a Bachelor of Arts degree in history from Bowdoin College, a J.D. cum laude from Suffolk University Law School, and is a member of the Maine Bar. 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: 71 | | | | 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 |
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| Board of Director and Corporate Governance Information | |
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| | Raina L. Maxwell | | | Experience and Qualifications: Ms. Maxwell is the VP of Finance & Controller at L.L.Bean, Inc., overseeing Accounting, Tax, Treasury and Financial Operations, and serves as Assistant Treasurer, Vice-Chair of the Investment Committee, and member of the Benefits Committee. She started her career at L.L.Bean in 2004 in the finance area, where she spent several years overseeing the planning, development, and execution of corporate long-term strategic financial initiatives until becoming Vice President, Customer Satisfaction in 2011. She brings over 13 years of experience in strategically building and leading L.L.Bean’s award-winning customer satisfaction program, directing strategic planning efforts and ensuring delivery of a high quality service experience across channels while overseeing as many as 900 employees across three contact centers and three shifts. Prior to L.L.Bean, Ms. Maxwell held several financial roles at Standard & Poor’s Corporate Value Consulting, formerly PricewaterhouseCoopers LLP, CARANA Corporation, and Washington Capital Associates. Ms. Maxwell is a graduate of Leadership Maine, earned her master’s degree in business administration from the University of Virginia, and her Bachelor of Arts degree in economics and international affairs from the University of New Hampshire. She is active in the community and recently fulfilled nine years on the Board of Wolfe’s Neck Center for Agriculture and the Environment, where she served as Treasurer and Chair of the Finance Committee. | | Age: 54 | | | | Director Since: 2025 | | | | Camden National Corporation Committees: Audit Committee | | | | Other Directorships: •Camden National Bank | | | | Career Highlights: •VP, Controller at L.L.Bean •VP, Customer Satisfaction at L.L.Bean |
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| | Board of Director and Corporate Governance Information |
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| | Marie J. McCarthy | | | Experience and Qualifications: Ms. McCarthy currently serves as Chair of the Board of Camden National Corporation. Ms. McCarthy was Chief Operations Officer at L.L.Bean prior to retiring in April 2025. Ms. McCarthy had been with L.L.Bean since 1993, working primarily in human resources throughout her career. Ms. McCarthy’s role with L.L.Bean evolved in recent years to include current oversight of Operations, including Fulfillment, Returns, Manufacturing, Customer Satisfaction, and Corporate Facilities and Real Estate. Ms. McCarthy was a member of L.L.Bean’s Investment Committee and Benefits Committee, Retail Real Estate Committee (governing store selection/construction), and Corporate Real Estate Committee (overseeing all corporate holdings). In her leadership role at L.L.Bean, Ms. McCarthy supported over 3,500 employees and is well versed in all of the challenges that organizations face in hiring, developing and retaining talent. She has also been 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. | | Age: 57 | | | | Director Since: 2018 | | | | Camden National Corporation Committees: Compensation Committee, Corporate Governance & Risk Committee (Chair), and Technology Committee | | | | Other Directorships: •Camden National Bank | | | | Career Highlights: •Retired Chief Operations Officer of L.L.Bean |
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| Board of Director and Corporate Governance Information | |
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| | 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: 71 | | | | Director Since: 2022 | | | | Camden National Corporation Committees: Technology Committee | | | | Other Directorships: •Camden National Bank | | | | Career Highlights: •President, Merrill Furniture |
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| | Board of Director and Corporate Governance Information |
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| | James H. Page, Ph.D. | | | Experience and Qualifications: Dr. Page is Chancellor Emeritus of the University of Maine System. As Chancellor, a role he held from 2012 until his retirement in 2019, 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. | | Age: 73 | | | | Director Since: 2008 | | | | Camden National Corporation Committees: Audit Committee, Compensation Committee, and Technology Committee (Chair) | | | | Other Directorships: •Camden National Bank | | | | Career Highlights: •Former Chancellor of the University of Maine System •Principal and CEO of James W. Sewall Company |
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| 22 | Camden National Corporation 2026 Proxy Statement |
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| Board of Director and Corporate Governance Information | |
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| | Robin A. Sawyer | | | 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 is a certified public accountant and her 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: 58 | | | | Director Since: 2018(1) | | | | Camden National Corporation Committees: Capital Planning Committee (Chair), Compensation Committee (Chair), and Corporate Governance & Risk Committee | | | | Other Directorships: •Camden National Bank | | | | Career Highlights: •Retired Corporate Controller of WEX, Inc. |
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1.Ms. Sawyer was reappointed as a director in 2018, having previously served as a director of the Company from 2004 until her resignation in 2017.
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| | Board of Director and Corporate Governance Information |
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| | 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 has served on numerous boards, including First Citizens Bank, The Bank of Maine, and The University of Maine Presque Isle Foundation Board. 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 was previously 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: 63 | | | | Director Since: 2015 | | | | Camden National Corporation Committees: Corporate Governance & Risk Committee | | | | Other Directorships: •Camden National Bank | | | | Career Highlights: •President, Soderberg Company, Inc. |
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| 24 | Camden National Corporation 2026 Proxy Statement |
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| Board of Director and Corporate Governance Information | |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Company director compensation helps 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, 2025, who served on the Company’s Board during 2025:
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Craig N. Denekas | 72,492 | 35,013 | 107,505 | | Rebecca K. Hatfield | 60,667 | 35,013 | 95,680 | | Larry K. Haynes | 57,500 | 49,632 | 107,132 | | S. Catherine Longley | 74,000 | 35,013 | 109,013 | | Raina L. Maxwell | 48,542 | 46,715 | 95,257 | | Marie J. McCarthy | 64,117 | 35,013 | 99,130 | | Robert D. Merrill | 57,667 | 35,013 | 92,680 | | James H. Page, Ph.D. | 79,492 | 35,013 | 114,505 | | Robin A. Sawyer | 69,317 | 35,013 | 104,330 | | Carl J. Soderberg | 66,992 | 35,013 | 102,005 | | Lawrence J. Sterrs(3) | 135,942 | 35,013 | 170,955 |
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 2025 was as follows: 933 shares for Mr. Denekas, 1,192 shares for Ms. Hatfield, 1,387 shares for Mr. Haynes, 1,167 shares for Ms. Maxwell, 1,221 shares for Ms. McCarthy, 1,617 shares for Mr. Soderberg and 820 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. Haynes, Merrill, and Soderberg and Mses. Hatfield, Longley, and Maxwell 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. The fees earned by Messrs. Denekas and Page and Ms. Hatfield include additional compensation received in connection with their services related to the identification and selection of the successor Board Chair for the Company and Bank. 2.The amounts shown reflect the aggregate grant date fair value of shares granted during 2025 without restriction, determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718. See Note 18 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 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, as amended. 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, received 890 shares of Company stock on May 30, 2025 (the prior trading day to the annual June 1 grant date), based on the Company’s same day 2025 closing price of $39.34 per share.
DIRECTOR COMPENSATION
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DIRECTOR COMPENSATION
| | Board of Director and Corporate Governance Information |
DIRECTOR COMPENSATION
In accordance with the terms of the IDECP, Mr. Haynes was appointed to the Company's Board effective January 2, 2025 and received a prorated award of 346 shares based on the January 2, 2025 closing stock price of $42.25. In accordance with the terms of the IDECP, Ms. Maxwell was appointed to the Company's Board effective February 25, 2025 and received a prorated award of 269 shares based on the February 25, 2025 closing stock price of $43.50. Shares granted to our independent directors in 2025 were fully vested on the grant date and not subject to any restrictions. As of December 31, 2025, none of our independent directors held any unvested stock or unexercised options. 3.Mr. Sterrs retired from both the Company’s and the Bank’s Boards effective December 31, 2025.
DIRECTOR COMPENSATION PROGRAM
DIRECTOR COMPENSATION PROGRAM The Compensation Committee engages Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consultant to the Compensation Committee, to research and analyze independent director compensation on an annual basis. In 2024, the Compensation Committee, with advice from Meridian, completed its annual market review of independent director compensation, which included consideration of current director pay practices and philosophies. The Compensation Committee recommended to the Board in January 2025, and the Board approved, the following changes to the Company’s director compensation program, effective January 1, 2025: (1) eliminate Board and committee fees; (2) in lieu of Board meeting fees, increase the Board member annual retainer from $20,000 to $45,000; (3) in lieu of committee meeting fees, establish an annual retainer for each committee as follows: (i) $10,000 for the Audit Committee, (ii) $6,000 for the Compensation Committee, (iii) $6,000 for the Corporate Governance and Risk Committee, (iv) $2,500 for each of the Capital Planning, Technology, Investment/Asset-Liability, Credit, and Trust Committees, and (4) increase the committee chair annual retainer for each committee as follows: (i) increase the Audit Committee from $10,000 to $20,000, (ii) increase the Compensation Committee from $7,500 to $12,500, (iii) increase the Corporate Governance and Risk Committee from $7,500 to $12,500, (iv) establish an annual retainer of $5,000 for the chairs of the Capital Planning, Technology, Investment/Asset-Liability, Credit, and Trust Committees. As part of annual market review, the Compensation Committee also assessed its annual equity grant and related practices to the Company and the Bank independent directors, and no change to the amount or practice was recommended at this time as both were in line with current market practices. The table below outlines the schedule of fees to be paid to Company and Bank directors for their services during 2025:
DIRECTOR COMPENSATION PROGRAM
| | Annual Retainer | | Annual Equity Grant ($) | | 2025 Director Compensation Components | Chair ($) | Member ($) | | | Camden National Corporation Board of Directors | 60,000(1) | 45,000 | 35,000 | | Audit Committee | 20,000 | 10,000 | — | | Compensation Committee | 12,500 | 6,000 | — | | Corporate Governance and Risk Committee | 12,500 | 6,000 | — | | Board Chair Succession Committee(2) | 10,000 | 5,000 | — | | Other Committees, including: (1) Capital Planning, (2) Technology, and (3) Bank Committees | 5,000 | 2,500 | — |
DIRECTOR COMPENSATION PROGRAM
1.Fees received as Chair of the Company and Chair of the Bank Board are $35,000 and $25,000, respectively. 2.The Board formed the Board Chair Succession Committee in 2025 to establish the process to identify a successor Company and Bank Board Chair. Mr. Sterrs retired as Board Chair of the Company and Bank on December 31, 2025, and Ms. McCarthy was appointed as the successor Company and Bank Board Chair, effective January 1, 2026. The Board Chair Succession Committee met twice during 2025. The Board Chair Succession Committee was no longer active as of December 31, 2025. In 2025, the Compensation Committee, with advice from Meridian, completed its annual market review of independent director compensation, which included consideration of current director pay practices and philosophies. The Compensation Committee recommended to the Board in January 2026, and the Board approved, the following changes to the Company’s director compensation program, effective January 1, 2026: (1) increase the annual equity award from $35,000 to $45,000; and (2) change the stock ownership guidelines from a fixed-dollar amount of $150,000 to five times the director annual cash retainer (or $225,000 for 2026).
DIRECTOR COMPENSATION PROGRAM
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DIRECTOR COMPENSATION PROGRAM
| Board of Director and Corporate Governance Information | |
EXECUTIVE SUMMARY
•Strong Asset Quality — Key credit quality metrics in both commercial and consumer portfolios remained resilient throughout 2025, headlined by non-performing assets of 0.10% of total assets and past due loans of 0.16% of total loans at December 31, 2025. Net charge-offs increased to 0.31% of average loans for 2025, compared to 0.03% for 2024, driven by two charge-offs considered isolated and not indicative of a systematic trend within the portfolio. •Strong Capital Position — At December 31, 2025, all of the Company’s regulatory capital ratios were well in excess of regulatory capital requirements. The Company’s capital and loan reserve levels, along with its strong credit quality, position the Company for continued success. •Top-Performing Bank — Camden National Bank was named to Forbes 2026 America’s Best Banks List. The Bank was one of 100 U.S. banks being recognized, based on eleven metrics measuring growth, credit quality, and profitability for the 12 months ending September 30, 2025, as well as stock performance in the 12 months through January 23, 2026. •Leader in Serving Small Businesses — Camden National Bank was presented with the “Lender at Work for Maine” award from the Finance Authority of Maine (FAME). This marks the fifteenth time the Bank received this honor, recognizing outstanding commitment to supporting Maine businesses and its workforce. In 2025, the Bank partnered with FAME to provide 70 loans totaling over $12 million, which helped to create 109 Maine jobs and retain an additional 472 jobs. •Advancing Technology — Made significant strategic investments to streamline work processes and improve efficiency and effectiveness in serving customers, while also protecting customers’ personal and financial information. In parallel, the Company continues to invest in digital capabilities that empower customers to bank when, where, and how they choose, enhancing convenience, engagement, and overall experience. •Customer Experience Strength — Uses Net Promoter Score (“NPS”) to measure and improve customer experience across its retail franchise continuously. Its 2025 aggregate consumer NPS of 68 out of 100 across Maine remained consistent with the prior year and underscores strong customer advocacy relative to industry benchmarks. •Strong Employee Engagement — Measures employee engagement annually through an independent, global third-party survey. In 2025, 92% of employees participated in the confidential survey, reflecting strong engagement across the organization. The Company’s overall engagement score ranked in the 73rd percentile relative to the third party’s global benchmark, underscoring the strength of our culture and employee commitment. •Continued Commitment to its Communities — In 2025, Camden National Bank marked its 150th anniversary, reflecting a long-standing commitment to the communities it serves. Across Maine and New Hampshire markets, the Company continues to support local communities through responsible lending, deposit products designed to meet community needs, direct charitable contributions, and active employee volunteerism, reinforcing its role as a trusted financial partner and community steward. Financial Results For 2025, the Company reported net income of $65.2 million and diluted EPS of $3.84, an increase of 23% and 6%, respectively, compared to 2024. Adjusting for certain transactions during 2024 and 2025, we reported adjusted net income (non-GAAP) of $74.4 million1 and adjusted diluted EPS (non-GAAP) of $4.391 for 2025, an increase of 39% and 20%, respectively, over 2024. These non-core transactions included: •Pre-tax merger-related costs for 2025 and 2024 of $9.3 million and $1.2 million, respectively, associated with the acquisition of Northway. •As part of our efforts to optimize our presence across our markets throughout 2025, we sold two of our properties, neither of which was a branch, resulting in a pre-tax gain of $675,000. •During 2023, we wrote off our investment in a Signature Bank corporate bond due to Signature Bank’s failure, which resulted in a pre-tax loss of $1.8 million, of which we later recovered 50% of the write-off in 2024. 1 This is a non-GAAP measure. Refer to Appendix A for further details, including a reconciliation of non-GAAP to GAAP financial information.
COMPENSATION BEST PRACTICES AND SOUND GOVERNANCE
| What We Do | | | | Provide long-term incentives, 50% of which are performance-based and only vest upon achievement of predefined performance goals | | | Retain an independent compensation consultant to provide advice on compensation-related matters | | | Review benchmarking analyses comparing our executive compensation practices to peer companies so that our executive compensation remains consistent with market practices | | | Impose caps on short-term and long-term incentive compensation payments | | | Perform an annual incentive compensation risk assessment for all active executive and employee incentive compensation plans | | | Maintain stock ownership guidelines for the CEO and the Company's other named executive officers | | | Deliver a significant portion of executive pay in the form of performance-based compensation to align pay and performance | | | Provide for double trigger vesting in the Company's change-in-control agreements | | | Maintain a clawback policy in compliance with SEC and NASDAQ listing standards |
COMPENSATION BEST PRACTICES AND SOUND GOVERNANCE
| What We Don’t Do | | | | Provide excise tax gross-up on change-in-control payments | | | Allow current payment of dividends on unearned performance shares | | | Allow executive officers to engage in hedging and pledging transactions | | | Include individual employment contracts that provide severance entitlements in addition to the Change in Control agreements |
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 high approval rating from its shareholders for its compensation philosophy and practices, including 98%, 96% and 99% of the votes cast on the Say-on-Pay proposal were voted in favor of the proposal at the 2025, 2024 and 2023 annual meeting of shareholders, respectively. As we evaluated our compensation practices and decisions for 2025, 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.
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 2025, the Compensation Committee retained Meridian to provide independent advice and counsel related to CEO, executive and director compensation, including peer and market compensation benchmarking. The Compensation Committee considered the independence of Meridian in light of SEC and NASDAQ rules for compensation committees and compensation consultants and concluded that the work performed by Meridian did not raise any conflict of interest.
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 its independent compensation consultant to conduct market competitive reviews, which 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 throughout the year and may make adjustments that it deems are appropriate or necessary, for example, as a result of business combinations and other changes. 2025 Peer Benchmarking Group — 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 2025 executive and director compensation. The peer group was objectively determined to reflect publicly traded banks that satisfied the following criteria: (1) Geographic Criteria: banks headquartered in New England, New York, New Jersey and Pennsylvania; and (2) Total Asset Size Criteria: banks with median asset size similar to the Company at the time of the assessment (including consideration of the acquisition of Northway that closed on January 2, 2025). As of December 31, 2025, the Company was positioned within the peer group at the median for total assets. Peer Group Used for 2025 Pay Opportunities
BENCHMARKING COMPENSATION
| Bar Harbor Bankshares (BHB) | Financial Institutions, Inc. (FISI) | Peoples Financial Services Corp. (PFIS) | | Berkshire Hills Bancorp, Inc. (BHLB) | First Commonwealth Financial Corporation (FCF) | S&T Bancorp, Inc. (STBA) | | Brookline Bancorp, Inc. (BRKL) | Mid Penn Bancorp, Inc. (MPB) | Tompkins Financial Corporation (TMP) | | CNB Financial Corporation (CCNE) | NBT Bancorp Inc. (NBTB) | Univest Financial Corporation (UVSP) | | ConnectOne Bancorp, Inc. (CNOB) | Northfield Bancorp, Inc. (NFBK) | Washington Trust Bancorp, Inc. (WASH) | | Enterprise Bancorp, Inc. (EBTC) | Peapack-Gladstone Financial Corporation (PGC) | |
BENCHMARKING COMPENSATION
In October 2025, the Compensation Committee approved minor changes to the Company’s peer group. Enterprise Bancorp (EBTC) was removed following its acquisition by Independent Bank Corp. The Compensation Committee added Arrow Financial Corporation (AROW) as a replacement peer company, as it aligns with the Company’s established peer group selection criteria. The revised peer group will be used in evaluation of the Company’s executive compensation and practices for calendar year 2026.
BENCHMARKING COMPENSATION
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BENCHMARKING COMPENSATION
| | Compensation Discussion and Analysis |
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 base salaries of other 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 base salary as of December 31, 2024 and 2025, and the adjustments between periods, for our named executive officers:
BASE SALARY
1.Mr. Griffiths base salary was unchanged in 2025 given the comparison to the market median of the Company’s Peer Group Used for 2025 Pay Opportunities as described in “Benchmarking Compensation” on page 54. 2.The 2025 base salary increases for Messrs. Archer, Martel, Smith and Ms. Rose reflected their individual performance and contributions during 2024, effective February 23, 2025, as well as their level of base salary compared to the market median of the Company's Peer Group Used for 2025 Pay Opportunities as described in “Benchmarking Compensation” on page 54.
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. For each EAIP program year, the Compensation Committee reviews and approves the following: (1) the participants, (2) the financial and/or nonfinancial metrics to align with the Company’s strategic and financial goals, and (3) the allocation funded incentive payout based on (i) the Company’s performance to predefined financial and nonfinancial metrics (“Company Performance Factor”) and (ii) the participant’s individual performance (“Individual Performance Factor”). The Company’s CEO recommends each participant’s level of achievement for the Individual Performance Factor, other than his own. Consistent with its charter, the Compensation Committee makes compensation recommendations to the Board with respect to the CEO, who is not present during discussions. The Board may accept or adjust such recommendations for the CEO. The Compensation Committee assesses and approves all other named executive officer payouts under the EAIP.
EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)
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EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)
| | Compensation Discussion and Analysis |
EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)
Under the terms of the EAIP, the “threshold” payout level is 50% of each participant’s target opportunity, while the “stretch” payout level is 150% of each participant’s target opportunity. The maximum EAIP payout for each participant is capped at 150% of each participant’s target opportunity. 2025 EAIP Selected members of management approved by the Compensation Committee, including each of the Company’s named executive officers, participated in the EAIP for the 2025 program year. 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 EAIP program 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 the 2025 target annual incentive opportunity and associated payouts for various levels of performance for the named executive officers:
EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)
| | 2025 EAIP Opportunity | | | | | Incentive Opportunity as % of Eligible Earnings(1)(2) | | | | Participants | Threshold Level | Target Level | Stretch Level | | Simon R. Griffiths, President & CEO | 27.5% | 55.0% | 82.5% | | All Other Named Executive Officers | 17.5% | 35.0% | 52.5% |
EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)
1.Eligible earnings includes wages paid to the participant during the EAIP program year, excluding any other previously-paid performance-based compensation. 2.Performance between payout levels above threshold is calculated using a straight-line interpolation methodology. The Company utilizes a “scorecard” approach, whereby a portion of each participant’s funded incentive payout is based on the Company Performance Factor and a portion is based on the Individual Performance Factor. The Compensation Committee approves the relative weighting between the Company Performance Factor and the Individual Performance Factor each year. For the 2025 EAIP program year, the Compensation Committee approved a 75% weight for the Company Performance Factor and a 25% weight for the Individual Performance factor as outlined in the table below:
EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)
| 2025 EAIP Payout (% of Participant Funded Incentive Payout) | | | | | Company Performance Factor | Individual Performance Factor | | | 75% | 25% |
EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)
The portion of payout for the Company Performance Factor can range 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. The portion of payout for the Individual Performance Factor can range from 0% to 150% based on a participant’s individual performance for the year, as determined through the Company’s annual performance evaluation process. The Company’s performance, as well as a participant's performance against individual goals, are discussed 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.
EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)
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EXECUTIVE ANNUAL INCENTIVE PROGRAM (“EAIP”)
| Compensation Discussion and Analysis | |
Company Performance Factor
| Company Performance Factor (weighted at 75%) | | | | | | | | Financial Metrics: January 1, 2025 to March 31, 2025 (weighted at 25%) | | | | | | | | Financial Metric(1) | Weight | Threshold | Target (Budget) | Stretch | Actual 3/31/25 | Weighted Payout Level(2) | | Adjusted PPNR + NCO | 12.5% | $13,085 | $15,395 | $17,704 | $16,144 | 14.5% | | Adjusted ROAA | 7.5% | 0.76% | 0.89% | 1.02% | 0.82% | 5.6% | | Financial Metrics: April 1, 2025 to December 31, 2025 (weighted at 75%) | | | | | | | | Financial Metric(1) | Weight | Threshold | Target (Budget) | Stretch | Actual 12/31/25 | Weighted Payout Level(2) | | Adjusted PPNR + NCO | 37.5% | $59,044 | $66,463 | $79,882 | $71,819 | 41.7 | | Adjusted ROAA | 22.5% | 0.78% | 0.92% | 1.06% | 1.12% | 33.8% | | Nonfinancial Metric: January 1, 2025 to December 31, 2025 (weighted at 100%) | | | | | | | | Nonfinancial Metric | Weight | Threshold | Target | Stretch | Actual 12/31/25 | Weighted Payout Level | | Consumer NPS | 20% | 60.0 | 65.0 | 70.0 | 67.6 | 25.2% | | Total Weighted Company Performance Factor | | | | | | 120.8% |
2025 Payouts
2025 Payouts The Compensation Committee considers the CEO’s recommendation for the actual payout under the EAIP for the program year for each executive, excluding himself. This recommendation includes the Company Performance Factor as measured against predefined targets and goals set by the Compensation Committee (as described above) and the individual performance of each executive. The following table represents the 2025 target incentive opportunity and actual payout for each of the named executive officers for the 2025 EAIP program year based on the Company Performance Factor and the Individual Performance Factor for each named executive officer:
2025 Payouts
| | | Incentive Opportunity | | 2025 Incentive Award | | | Name | 2025 Position | 2025 Target % as a % of Base Salary(1) | 2025 Incentive Opportunity at Target(2) ($) | Actual Payout as a % of Target(3) | EAIP Payout(4) ($) | | Simon R. Griffiths | President & CEO | 55% | 471,202 | 128.1% | 603,610 | | Michael R. Archer | EVP, CFO | 35% | 150,635 | 124.3% | 187,314 | | William H. Martel | EVP, Chief Technology Officer | 35% | 129,837 | 128.1% | 166,321 | | Patricia A. Rose | EVP, Retail & Mortgage Banking | 35% | 129,500 | 124.4% | 161,033 | | Ryan A. Smith | EVP, Chief Credit Officer | 35% | 130,173 | 121.9% | 158,616 |
2025 Payouts
1.Incentive opportunities for 2025 could range from 0% to 150% of target depending on Company and individual performance. 2.Represents the incentive payout for each participant based on achievement of Company and Individual Performance Factors at target. 3.Represents the actual incentive payout, expressed as a percentage of target, based on actual Company and Individual Performance Factors. 4.The EAIP payout is calculated using the “2025 incentive opportunity at target” and the “actual payout as a % of target."
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.
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, 2025, there were three LTIPs with outstanding, unvested awards: (1) the 2023 — 2025 LTIP; (2) the 2024 — 2026 LTIP; and (3) the 2025 — 2027 LTIP. 2025 – 2027 LTIP Design and Awards The 2025 — 2027 LTIP consists of a combination of service-based equity awards in the form of restricted stock awards (50%) and performance-based equity awards in the form of performance shares (50%). The 2024 — 2026 LTIP is designed to meet the Company’s objectives to reward executives for driving long-term performance, align executives with shareholder interests and bolster retention of high performing executives. Each named executive officer has a predetermined target award level, which is reflected as a percentage of base salary at the beginning of the three-year period, based on competitive market data for each position. Restricted stock awards vest one-third each year over a three-year vesting period. Performance-based equity awards (i.e., performance share units) cliff-vest three years from the grant date, if: (1) the predefined performance measures are met at the end of each three-year performance period and (2) subject to the participant’s continued employment with the Company through the vesting date. The vested performance-based equity will be delivered in Company shares based on the performance level achieved. If a minimum level of performance is not achieved, the performance-based grants are forfeited. The Compensation Committee also retains discretion to make certain adjustments to equity awards granted under the 2022 Equity and Incentive Plan, including providing for objectively determinable adjustments, modifications or amendments to any performance criteria, as the Compensation Committee may deem appropriate. Annually, the Compensation Committee approves the predefined performance measures, and such measures may change from time-to-time to best align with shareholder interest and priorities, as well as consideration of markets and evolution of compensation pay practices for the Company’s peer group. The Compensation Committee selected two financial metrics as the performance metrics for the performance shares granted in 2025 for the 2025 — 2027 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: Defined by S&P Global as 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
LONG-TERM INCENTIVE PROGRAM (“LTIP”)
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LONG-TERM INCENTIVE PROGRAM (“LTIP”)
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LONG-TERM INCENTIVE PROGRAM (“LTIP”)
Core ROAA relative to an Industry Index (S&P Small Cap U.S. Bank Index, exchange-traded commercial banks with assets between $3.5 billion and $15 billion as of December 31, 2024). 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: Defined by S&P Global as 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 Small Cap U.S. Bank Index, exchange-traded commercial banks with assets between $3.5 billion and $15 billion as of December 31, 2024). Performance between payout levels at or above threshold (i.e., between the threshold, target and stretch levels noted below) is calculated using a straight-line interpolation methodology.
LONG-TERM INCENTIVE PROGRAM (“LTIP”)
| Performance Measure | Threshold Level (25% of Target) | Target (100%) | Stretch (200% of Target) | | Relative Core ROAA (Percentile Rank at or above) | 25th | 55th | 85th | | Relative Core ROAE (Percentile Rank at or above) | 25th | 55th | 85th |
LONG-TERM INCENTIVE PROGRAM (“LTIP”)
The grants awarded in 2025 for the 2025 — 2027 LTIP are summarized in the following table and reported in our “Grants of Plan-Based Awards” on page 62. 2025 — 2027 LTIP Grant
LONG-TERM INCENTIVE PROGRAM (“LTIP”)
| Name | Position | Grant as % of Salary | Grant Date Total Value ($) | Service-Based Shares Value ($)(1)(2) | Performance-Based Shares Value ($)(3) | | Simon R. Griffiths | President & CEO | 80% | 659,994 | 329,997 | 329,997 | | Michael R. Archer | EVP, CFO | 35% | 146,996 | 73,498 | 73,498 | | William H. Martel | EVP, Chief Technology Officer | 35% | 125,974 | 62,987 | 62,987 | | Patricia A. Rose | EVP, Retail & Mortgage Banking | 35% | 125,974 | 62,987 | 62,987 | | Ryan A. Smith | EVP, Chief Credit Officer | 35% | 125,974 | 62,987 | 62,987 |
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 18 of the Company’s consolidated financial statements for the year ended December 31, 2025. 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 29, 2025 (grant date) closing share price of $39.22. 3.The performance share units are tied to performance goals (discussed above), which are set by the Compensation Committee at the beginning of the three-year performance period. The actual shares earned at the end of the three-year performance period will range from 0% to 200% of the target award depending upon the Company’s actual performance against the three-year performance metrics. The value presented assumes the achievement of the target performance level. 2023 – 2025 LTIP Performance Period Results In April 2023, the Compensation Committee approved a grant of performance shares designed to reward performance over a three-year performance period (2023 — 2025), with the opportunity to earn from 0% to 200% of the target award. The Compensation Committee identified two financial performance metrics for measurement of performance for the 2023 — 2025 LTIP, and each was weighted equally: (1) Core ROAA and (2) Core ROAE, relative to the SNL Small Cap U.S. Bank Index, exchange-traded commercial banks with assets of $2.0 billion to $10.0 billion as of December 31, 2022, weighted equally.
LONG-TERM INCENTIVE PROGRAM (“LTIP”)
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LONG-TERM INCENTIVE PROGRAM (“LTIP”)
| | Compensation Discussion and Analysis |
LONG-TERM INCENTIVE PROGRAM (“LTIP”)
On March 27, 2026, the Compensation Committee approved a payout under the 2023 — 2025 LTIP equal to 83% of target based on the Company’s Core ROAA and Core ROAE performance during the three-year performance period ending on December 31, 2025, as determined by the Compensation Committee as shown in the table below. The performance shares are scheduled to vest on April 25, 2026, the third anniversary of the grant date, subject to continued employment of each named executive officer.
LONG-TERM INCENTIVE PROGRAM (“LTIP”)
| Performance Metrics | Weighting | Threshold Level | Target Level | Stretch Level | Actual End of Year 3 | Actual Payout as a % of Target | | Relative Core ROAA (Percentile Rank) | 50% | 40th | 55th | 85th | 42nd | 57% | | Relative Core ROAE (Percentile Rank) | 50% | 40th | 55th | 85th | 58th | 110% |
LONG-TERM INCENTIVE PROGRAM (“LTIP”)
Performance Shares Approved for Payout Under the 2023 — 2025 LTIP for the Named Executive Officers — On March 27, 2026, the Compensation Committee approved the payout of performance shares under the 2023 — 2025 LTIP for the named executive officers as follows:
LONG-TERM INCENTIVE PROGRAM (“LTIP”)
| Name | Position | 2023 — 2025 LTIP at 57% of Target: Relative Core ROAA(1) | 2023 — 2025 LTIP at 110% of Target: Relative Core ROAE(2) | Total Performance Shares Issued at 83% of Target under 2023— 2025 LTIP(3) | | Simon R. Griffiths(4) | President & CEO | 1,566 | 3,044 | 4,610 | | Michael R. Archer | EVP, CFO | 328 | 639 | 967 | | William H. Martel | EVP, Chief Technology Officer | 362 | 702 | 1,064 | | Patricia A. Rose | EVP, Retail & Mortgage Banking | 350 | 679 | 1,029 | | Ryan A. Smith | EVP, Chief Credit Officer | 345 | 670 | 1,015 |
LONG-TERM INCENTIVE PROGRAM (“LTIP”)
1.Represents the performance shares vested under the 2023 — 2025 LTIP for the relative core ROAA component at 57% of target as measured over the period January 1, 2023 – December 31, 2025, determined using the Company’s closing market price of $32.30 on April 25, 2023 (the grant date for the 2023 — 2025 LTIP). 2.Represents the performance shares vested under the 2023 – 2025 LTIP for the relative core ROAE component at 110% of target as measured over the period January 1, 2023 – December 31, 2025, determined using the Company's closing market price of $32.30 on April 25, 2023 (the grant date for the 2023 — 2025 LTIP). 3.Represents total performance shares vested and issued under the 2023 – 2025 LTIP at 83% of target, based on (1) a 50% weighting of relative core ROAA achieving 57% of target and (2) a 50% weighting of relative core ROAE achieving 110% of target. 4.Mr. Griffiths participated in the 2023 — 2025 LTIP for 26 of the 36-month performance period upon joining the Company on November 20, 2023.
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS The Company does not have any employment agreements with any of its named executive officers. The Company has entered into change in control (“CIC”) agreements with its named executive officers. Additional details regarding the CIC agreements can be found in the section titled “Change in Control (CIC) Agreements” on page 79, 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 71.
EXECUTIVE STOCK AND CLAWBACK POLICIES
Timing of Equity Grants — 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 EAIP annual cash bonus payment in the first quarter of each calendar year. Performance-based equity grants under the LTIP are typically granted in the second quarter of each calendar year. Participants in the DCRP have an account administered by the Company that was “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 as an EVP of the Company) and (2) cash bonuses earned for the prior year. In response to Item 402(x)(1) of Regulation S-K, we do not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments. Accordingly, we do not have a specific policy or practice on the timing of such awards in relation to our disclosure of material nonpublic information. In the event we determine to grant such awards, we will evaluate the appropriate steps to take in relation to the foregoing. Insider Trading Policies and Procedures — The Company has adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of the Company’s securities by our directors, officers and employees, and by the Company itself. We believe that these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. Our insider trading policies and procedures were filed as Exhibit 19.1 to the Company’s 2024 Annual Report on Form 10‑K. Clawback Policy — The Company maintains an incentive compensation clawback policy 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 34.
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | Simon R. Griffiths President & CEO | 2025 | 856,731 | — | 700,245 | 603,610 | — | 157,934 | 2,318,520 | | | 2024 | 825,000 | 50,000 | 528,130 | 497,475 | — | 22,560 | 1,923,165 | | | 2023 | 63,462 | 500,000 | 699,994 | — | — | 233,644 | 1,497,100 | | Michael R. Archer EVP, CFO | 2025 | 430,385 | — | 159,483 | 187,314 | — | 69,776 | 846,958 | | | 2024 | 372,697 | — | 106,459 | 134,842 | — | 49,587 | 663,585 | | | 2023 | 294,250 | 44,138 | 152,936 | — | — | 48,596 | 539,920 | | William H. Martel EVP, Chief Technology Officer | 2025 | 370,962 | — | 137,054 | 166,321 | — | 67,799 | 742,136 | | | 2024 | 342,117 | — | 94,481 | 123,778 | — | 54,944 | 615,320 | | | 2023 | 326,184 | 48,928 | 168,244 | — | — | 56,450 | 599,806 | | Patricia A. Rose EVP, Retail & Mortgage Banking | 2025 | 370,000 | — | 125,974 | 161,033 | — | 64,522 | 721,529 | | | 2024 | 336,025 | — | 84,980 | 115,274 | — | 52,473 | 588,752 | | | 2023 | 317,543 | 47,632 | 162,766 | — | — | 54,864 | 582,805 | | Ryan A. Smith EVP, Chief Credit Officer | 2025 | 371,923 | — | 125,974 | 158,616 | — | 69,545 | 726,058 | | | 2024 | 350,000 | — | 95,478 | 120,068 | — | 55,181 | 620,727 |
2025 SUMMARY COMPENSATION TABLE
1.The following table describes each component of the “Stock Awards” column in the Summary Compensation Table for 2025:
2025 SUMMARY COMPENSATION TABLE
| | Stock Awards | | | | | | LTIP | | | | | Name | Performance Shares ($) | Restricted Shares ($) | MSPP ($) | Total ($) | | Simon R. Griffiths | 329,997 | 329,997 | 40,251 | 700,245 | | Michael R. Archer | 73,498 | 73,498 | 12,487 | 159,483 | | William H. Martel | 62,987 | 62,987 | 11,080 | 137,054 | | Patricia A. Rose(a) | 62,987 | 62,987 | — | 125,974 | | Ryan A. Smith(a) | 62,987 | 62,987 | — | 125,974 |
2025 SUMMARY COMPENSATION TABLE
a. Ms. Rose and Mr. Smith have met their stock ownership guidelines.
2025 SUMMARY COMPENSATION TABLE
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2025 SUMMARY COMPENSATION TABLE
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2025 SUMMARY COMPENSATION TABLE
The values reflected in the “LTIP Performance Shares” column do not 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. The "LTIP Performance Shares" column represents awards granted under the 2025 — 2027 LTIP as determined based on the closing market price of our stock of $39.22 on April 25, 2025 (i.e., grant date) and in accordance with ASC Topic 718. The potential maximum payout for Performance Shares for the 2025 — 2027 LTIP performance period, at the stretch performance level for each named executive officer is as follows: $659,994 for Mr. Griffiths; $146,997 for Mr. Archer; $125,975 for Mr. Martel; $125,975 for Ms. Rose; and $125,975 for Mr. Smith. The values in the “LTIP Restricted Shares” column reflect the grant date fair value of restricted stock awards for 2025, as determined in accordance with ASC Topic 718. The awards were issued based on the closing market price of our stock of $39.22 on April 29, 2025 (i.e., grant date). The values in the “MSPP” column reflect the grant date fair value on March 5, 2026 as determined in accordance with ASC Topic 718. For a more complete description of the stock awards, see “Management Stock Purchase Program (“MSPP”) on page 53. 2.Represents the amounts earned under the EAIP. For a more complete description of the EAIP, see Executive Annual Incentive Program (“EAIP”) on page 49. 3.The amounts in this column and detailed below for the year ended December 31, 2025 include: (i) 401(k) matching contributions under the Company’s Retirement Savings Plan by the Company, (ii) a Company contribution to active participants of the DCP (nonqualified plan), (iii) dividends paid at vesting on restricted stock awards granted under the 2022 Equity and Incentive Plan(s), and (iv) DCRP stock awards.
2025 SUMMARY COMPENSATION TABLE
| | Employer Contribution | | | | | | Name | 401(k) ($) | DCP ($) | Dividend ($) | DCRP ($) | Total ($) | | Simon R. Griffiths | 14,000 | — | 11,689 | 132,245 | 157,934 | | Michael R. Archer | 14,000 | — | 5,024 | 50,752 | 69,776 | | William H. Martel | 14,000 | 1,770 | 5,462 | 46,567 | 67,799 | | Patricia A. Rose | 14,000 | — | 5,405 | 45,117 | 64,522 | | Ryan A. Smith | 14,000 | 3,268 | 5,295 | 46,982 | 69,545 |
2025 SUMMARY COMPENSATION TABLE
The values in the “DCRP” column reflect the aggregate grant date fair value of stock awards for 2025 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 18 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2025. For a more complete description of the stock awards, see “Retirement and Other Benefits” on page 58.
2025 SUMMARY COMPENSATION TABLE
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2025 SUMMARY COMPENSATION TABLE
| | Compensation Discussion and Analysis |
2025 GRANTS OF PLAN-BASED AWARDS TABLE
2025 GRANTS OF PLAN-BASED AWARDS TABLE The following table summarizes cash and stock grants made during 2025 to the CEO and other named executive officers listed in the Summary Compensation Table:
2025 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 (#) | | | | | | Simon R. Griffiths | EAIP | 1/1/25 | 235,601 | 471,202 | 706,803 | — | — | — | — | — | — | — | | | MSPP | 3/6/25 | — | — | — | — | — | — | 3,180(6) | — | — | 33,167 | | | DCRP | 3/15/25 | — | — | — | — | — | — | 3,192(4) | — | — | 132,245 | | | Performance Shares | 4/29/25 | — | — | — | 4,207 | 8,414 | 16,828 | — | — | — | 329,997 | | | Restricted Shares | 4/29/25 | — | — | — | — | — | — | 8,414(5) | — | — | 329,997 | | Michael R. Archer | EAIP | 1/1/25 | 75,317 | 150,635 | 225,952 | — | — | — | — | — | — | — | | | MSPP | 3/6/25 | — | — | — | — | — | — | 862(6) | — | — | 8,991 | | | DCRP | 3/15/25 | — | — | — | — | — | — | 1,225(4) | — | — | 50,752 | | | Performance Shares | 4/29/25 | — | — | — | 937 | 1,874 | 3,748 | — | — | — | 73,498 | | | Restricted Shares | 4/29/25 | — | — | — | — | — | — | 1,874(5) | — | — | 73,498 | | William H. Martel | EAIP | 1/1/25 | 64,918 | 129,837 | 194,755 | — | — | — | — | — | — | — | | | MSPP | 3/6/25 | — | — | — | — | — | — | 791(6) | — | — | 8,250 | | | DCRP | 3/15/25 | — | — | — | — | — | — | 1,124(4) | — | — | 46,567 | | | Performance Shares | 4/29/25 | — | — | — | 803 | 1,606 | 3,212 | — | — | — | 62,987 | | | Restricted Shares | 4/29/25 | — | — | — | — | — | — | 1,606(5) | — | — | 62,987 | | Patricia A. Rose | EAIP | 1/1/25 | 64,750 | 129,500 | 194,250 | — | — | — | — | — | — | — | | | MSPP | 3/6/25 | — | — | — | — | — | — | — | — | — | — | | | DCRP | 3/15/25 | — | — | — | — | — | — | 1,089(4) | — | — | 45,117 | | | Performance Shares | 4/29/25 | — | — | — | 803 | 1,606 | 3,212 | — | — | — | 62,987 | | | Restricted Shares | 4/29/25 | — | — | — | — | — | — | 1,606(5) | — | — | 62,987 | | Ryan A. Smith | EAIP | 1/1/25 | 65,087 | 130,173 | 195,260 | — | — | — | — | — | — | — | | | MSPP | 3/6/25 | — | — | — | — | — | — | 767(6) | — | — | 8,000 | | | DCRP | 3/15/25 | — | — | — | — | — | — | 1,134(4) | — | — | 46,982 | | | Performance Shares | 4/29/25 | — | — | — | 803 | 1,606 | 3,212 | — | — | — | 62,987 | | | Restricted Shares | 4/29/25 | — | — | — | — | — | — | 1,606(5) | — | — | 62,987 |
2025 GRANTS OF PLAN-BASED AWARDS TABLE
1.Amounts represent the range of possible incentive payouts under the 2025 EAIP. 2.Amounts represent the range of shares that may be released at the end of the three-year performance period applicable to the 2025 — 2027 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 65. The number of shares was based on the percentage of base salary in effect as of February 23, 2025, and the Company’s closing market price of $39.22 on April 29, 2025 (i.e., grant date).
2025 GRANTS OF PLAN-BASED AWARDS TABLE
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2025 GRANTS OF PLAN-BASED AWARDS TABLE
| Compensation Discussion and Analysis | |
2025 GRANTS OF PLAN-BASED AWARDS TABLE
3.The values reported for the MSPP, DCRP, and Restricted Shares reflect the aggregate grant date fair value of stock awards for 2025 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 18 of the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2025. The values reflected for Performance Shares do not 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 29, 2025 under the 2025 — 2027 LTIP for each named executive officer, the value was determined based on the closing market price of our stock of $39.22 on April 29, 2025 (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 39 of this proxy statement. 4.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. 5.Amount reflects restricted stock awards issued based on the closing market price of our stock of $39.22 on April 29, 2025 (i.e., grant date), which vest ratably over a three-year period. Refer to discussion in “2025 — 2027 LTIP Grant” on page 54 for additional details of the grant. 6.Amount reflects up to 20% of the cash bonus used to purchase restricted shares under the MSPP at $31.28 per share, a 25% discount of the closing market price of $41.71 on March 6, 2025 (i.e., grant date). These shares will cliff vest two years after the grant date.
2025 GRANTS OF PLAN-BASED AWARDS TABLE
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2025 GRANTS OF PLAN-BASED AWARDS TABLE
| | Compensation Discussion and Analysis |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table summarizes certain information with respect to all unvested performance-based and time-based restricted stock awards held by the CEO and other named executive officers as of December 31, 2025.
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | | | Stock Awards | | | | | Name | Grant Date | Plan | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(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) | | Simon R. Griffiths | 3/6/2025 | MSPP(2) | 3,180 | 137,948 | | | | | 12/15/2023 | Restricted Stock Units(3) | 1,095 | 47,501 | — | — | | | 12/15/2023 | Restricted Shares(4) | 1,845 | 80,036 | — | — | | | 4/30/2024 | Restricted Shares(4) | 5,285 | 229,263 | — | — | | | 4/29/2025 | Restricted Shares(4) | 8,414 | 364,999 | | | | | Various | DCRP(5) | 2,941 | 127,581 | — | — | | | 12/15/2023 | Performance Shares(6) | — | — | 5,534 | 240,065 | | | 4/30/2024 | Performance Shares(6) | — | — | 7,927 | 343,873 | | | 4/29/2025 | Performance Shares(6) | | | 8,414 | 364,999 | | | | Total | 22,760 | 987,328 | 21,875 | 948,937 | | Michael R. Archer | 3/7/2024 | MSPP(2) | 359 | 15,573 | — | — | | | 3/6/2025 | MSPP(2) | 862 | 37,394 | — | — | | | Various | Restricted Stock Units(7) | 550 | 23,859 | | | | | 4/25/2023 | Restricted Shares(4) | 387 | 16,788 | — | — | | | 4/30/2024 | Restricted Shares(4) | 1,041 | 45,159 | — | — | | | 4/29/2025 | Restricted Shares(4) | 1,874 | 81,294 | — | — | | | Various | DCRP(5) | 2,868 | 124,414 | — | — | | | 4/25/2023 | Performance Shares(6) | — | — | 1,161 | 50,364 | | | 4/30/2024 | Performance Shares(6) | — | — | 1,561 | 67,716 | | | 4/29/2025 | Performance Shares(6) | — | — | 1,874 | 81,294 | | | | Total | 7,941 | 344,481 | 4,596 | 199,374 | | William H. Martel | 3/7/2024 | MSPP(2) | 398 | 17,265 | — | — | | | 3/6/2025 | MSPP(2) | 791 | 34,314 | — | — | | | 4/25/2023 | Restricted Shares(4) | 425 | 18,437 | — | — | | | 4/30/2024 | Restricted Shares(4) | 921 | 39,953 | — | — | | | 4/29/2025 | Restricted Shares(4) | 1,606 | 69,668 | — | — | | | Various | DCRP(5) | 3,175 | 137,732 | — | — | | | 4/25/2023 | Performance Shares(6) | | | 1,277 | 55,396 | | | 4/30/2024 | Performance Shares(6) | — | — | 1,381 | 59,908 | | | 4/29/2025 | Performance Shares(6) | — | — | 1,606 | 69,668 | | | | Total | 7,316 | 317,369 | 4,264 | 184,972 |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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2025 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) | | Patricia A. Rose | 3/7/2024 | MSPP(2) | 387 | 16,788 | — | — | | | 4/25/2023 | Restricted Shares(4) | 411 | 17,829 | — | — | | | 4/30/2024 | Restricted Shares(4) | 907 | 39,346 | — | — | | | 4/29/2025 | Restricted Shares(4) | 1,606 | 69,668 | — | — | | | Various | DCRP(5) | 1,956 | 84,851 | — | — | | | 4/25/2023 | Performance Shares(6) | — | — | 1,235 | 53,574 | | | 4/30/2024 | Performance Shares(6) | — | — | 1,361 | 59,040 | | | 4/29/2025 | Performance Shares(6) | — | — | 1,606 | 69,668 | | | | Total | 5,267 | 228,482 | 4,202 | 182,282 | | Ryan A. Smith | 3/7/2024 | MSPP(2) | 381 | 16,528 | — | — | | | 3/6/2025 | MSPP(2) | 767 | 33,272 | — | — | | | 4/25/2023 | Restricted Shares(4) | 407 | 17,656 | — | — | | | 4/30/2024 | Restricted Shares(4) | 934 | 40,517 | — | — | | | 4/29/2025 | Restricted Shares(4) | 1,606 | 69,668 | — | — | | | Various | DCRP(5) | 3,409 | 147,882 | — | — | | | 4/25/2023 | Performance Shares(6) | — | — | 1,219 | 52,880 | | | 4/30/2024 | Performance Shares(6) | — | — | 1,401 | 60,775 | | | 4/29/2025 | Performance Shares(6) | — | — | 1,606 | 69,668 | | | | Total | 7,504 | 325,523 | 4,226 | 183,323 |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
1.Based on the Company’s closing share price of $43.38 on December 31, 2025. 2.Represents restricted shares that cliff-vest two years from the grant date. 3.Represents restricted stock units that vest ratably over a three-year period. 4.Represents restricted stock awards that vest ratably over a three-year period. Mr. Griffiths received a prorated grant for both 2022 and 2023 on December 15, 2023, upon his appointment as the Company's EVP, COO on November 20, 2023. 5.Represents stock units awarded under the DCRP that vest ratably from the date of participation in the DCRP until the participant reaches 65. 6.Represents shares that may be earned at the end of each applicable three-year performance period. These amounts do not represent a realized financial benefit for the named executive officers because the performance shares have not been earned. The target performance level has been used to represent the number of shares for the 2023 — 2025, 2024 — 2026 and 2025 — 2027 LTIP. Mr. Griffiths received a prorated grant on December 15, 2023, for both 2022 and 2023 upon joining the Company on November 20, 2023. 7.Represents restricted stock units that vest ratably over a five-year period.
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Compensation Discussion and Analysis |
2025 OPTION EXERCISES AND STOCK VESTED TABLE
2025 OPTION EXERCISES AND STOCK VESTED TABLE The following table summarizes the number of shares acquired and the dollar amounts realized by the CEO and other named executive officers during 2025 upon vesting of shares of restricted stock. Our CEO and other named executive officers do not hold any outstanding options, and no options were exercised or vested during 2025.
2025 OPTION EXERCISES AND STOCK VESTED TABLE
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Simon R. Griffiths | 7,881 | 313,466 | | Michael A. Archer | 5,117 | 187,125 | | William H. Martel | 5,279 | 191,481 | | Patricia A. Rose | 5,848 | 215,252 | | Ryan A. Smith | 5,090 | 184,584 |
2025 OPTION EXERCISES AND STOCK VESTED TABLE
1.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. 2.Represents the shares or units that vested multiplied by the closing market price on the applicable vesting date.
2025 OPTION EXERCISES AND STOCK VESTED TABLE
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2025 OPTION EXERCISES AND STOCK VESTED TABLE
| Compensation Discussion and Analysis | |
2025 NONQUALIFIED DEFERRED COMPENSATION TABLE (DCP)
2025 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 2025, two named executive officers — Messrs. Martel and Smith — 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 2025:
2025 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 ($) | | William H. Martel | 42,589 | 1,427 | 19,105 | — | 161,793 | | Ryan A. Smith | 78,642 | 2,913 | 41,350 | — | 315,072 |
2025 NONQUALIFIED DEFERRED COMPENSATION TABLE (DCP)
1.Represents the voluntary deferral of base salary and EAIP annual cash bonus payments during 2025. Base salary amounts and EAIP annual cash bonus payments are disclosed in the Summary Compensation Table under the year 2025. 2.Represents amounts that would have been contributed by the Company under the 401(k) Plan but for certain IRS limitations. The Company contributions reported above were paid in 2026 for the 2025 fiscal year and are also disclosed in the Summary Compensation Table under “All Other Compensation” in 2025. Refer to the discussion of the DCP under “Retirement and Other Benefits” starting on page 56 of this proxy statement. 3.Aggregate earnings are based upon the performance of a variety of mutual funds. Because these earnings are based upon actual market performance, they are not considered above-market or preferential for purposes of SEC rules. Therefore, none of the amounts reported in this column are reportable in the “2025 Summary Compensation Table” on page 60.
2025 NONQUALIFIED DEFERRED COMPENSATION TABLE (DCP)
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2025 NONQUALIFIED DEFERRED COMPENSATION TABLE (DCP)
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table quantifies the benefits that would have been payable to our named executive officers upon death or disability and under their CIC agreements as if the event described to trigger their benefits had occurred as of December 31, 2025.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | Simon R. Griffiths ($) | Michael R. Archer ($) | William H. Martel ($) | Patricia A. Rose ($) | Ryan A. Smith ($) | | Death or Disability | | | | | | | DCRP Restricted Stock Acceleration(1) | 127,581 | 124,414 | 137,732 | 84,851 | 147,882 | | Restricted Stock Acceleration(2) | 760,270 | 160,419 | 145,110 | 134,120 | 144,283 | | Performance Share Unit Acceleration(3) | 708,873 | 149,010 | 129,576 | 128,708 | 130,444 | | Total | 1,596,724 | 433,843 | 412,418 | 347,679 | 422,609 | | Termination Without Cause or Resignation for Good Reason in connection with a Change in Control | | | | | | | Cash Severance Payment(5) | 3,022,476 | 1,006,653 | 889,138 | 882,604 | 883,343 | | Continuation of Health Benefits(6) | 81,672 | 42,843 | 35,160 | 30,232 | 13,662 | | DCRP Restricted Stock Acceleration(1) | 127,581 | 124,414 | 137,732 | 84,851 | 147,882 | | Restricted Stock Acceleration(2) | 760,270 | 160,419 | 145,110 | 134,120 | 144,283 | | Performance Share Unit Acceleration(7) | 948,938 | 199,374 | 184,972 | 182,283 | 183,324 | | Total(4) | 4,940,937 | 1,533,703 | 1,392,112 | 1,314,090 | 1,372,494 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
1.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 $43.38 on December 31, 2025. 2.Represents unvested restricted stock awards issued under the 2022 Equity and Incentive Plan 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 $43.38 on December 31, 2025 and the unvested in-the-money MSPP restricted stock awards were assumed to have a value equal to the closing price per share of $43.38 on December 31, 2025 less the original purchase price on grant date. 3.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 for the 2023 — 2025 LTIP, 2024 — 2026 LTIP and 2025 - 2027 LTIP issued under the Third Amended and Restated Long-Term Incentive Program, a program of the 2022 Equity and Incentive Plan, and to have a value equal to the closing price per share of $43.38 on December 31, 2025. 4.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. 5.Represents the value of (i) 36 months of base salary and (ii) average of three-year annual bonus for Mr. 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 Mr. 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 unvested performance share units 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 performance share units were assumed at target payout level for shares granted for the 2023 — 2025 LTIP, 2024 — 2026 LTIP, and 2025 - 2027 LTIP issued under the Third Amended and Restated Long-Term Performance Share Program, a program of the 2022 Equity and Incentive Plan. The unvested performance shares were assumed to have a value equal to the closing price per share of $43.38 on December 31, 2025.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | Compensation Discussion and Analysis |
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE The annual total compensation for 2025 was $2,323,055 for our CEO and $63,060 for our median employee. The resulting ratio of our CEO’s pay to the pay of our median employee for 2025 is 37 to 1. We identified the median employee by using wages from our payroll records as reported to the IRS on Form W-2 for 2025 for all individuals, excluding our CEO, who were employed by us on December 31, 2025, 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 2025. 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 2025 Summary Compensation Table in this proxy statement. In our 2025 Summary Compensation Table, we report annual cash incentive and MSPP paid to our CEO in 2026 for performance in 2025. Our median employee participated in a cash incentive plan that paid annually during 2025, and we used the amounts received in 2025 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.
PAY RATIO DISCLOSURE
| 72 | Camden National Corporation 2026 Proxy Statement |
PAY RATIO DISCLOSURE
| Pay Versus Performance (“PVP”) Disclosure |
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 (“PVP”) 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 39 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. 2025 Pay Versus Performance Table The following table outlines CAP compared to the Company's performance:
PAY RATIO DISCLOSURE
| Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($)(1)(2) | Average Summary Compensation Table Total for non-CEO Named Executive Officers ($)(2) | Average Compensation Actually Paid to non-CEO Named Executive Officers ($)(1)(2) | Value of Fixed $100 Investment Based On: | | Net Income ($ in thousands) | Company Selected Measure: Diluted EPS ($) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | | | | 2025 | 2,318,520 | 2,488,419 | 759,421 | 768,544 | 149.16 | 160.37 | 65,160 | 3.84 | | 2024 | 1,923,165 | 1,993,905 | 622,096 | 617,401 | 113.70 | 132.44 | 53,004 | 3.62 | | 2023 | 1,522,312 | 1,447,110 | 803,573 | 791,548 | 95.46 | 112.03 | 43,383 | 2.97 | | 2022 | 1,323,221 | 1,596,289 | 512,046 | 476,400 | 100.49 | 111.47 | 61,439 | 4.17 | | 2021 | 2,375,909 | 2,306,068 | 594,080 | 638,100 | 112.11 | 126.43 | 69,014 | 4.60 |
PAY RATIO DISCLOSURE
| Camden National Corporation 2026 Proxy Statement | 73 |
PAY RATIO DISCLOSURE
| | Pay Versus Performance Disclosure |
PAY RATIO DISCLOSURE
1. CAP to CEO was calculated as follows:
PAY RATIO DISCLOSURE
| Year | Summary Compensation Table Total for CEO | Change in Pension Value | Fair Value of Current Year Equity Awards at Grant Date | Pension value attributable to Current Year's Service Cost | Fair Value of Current Year Equity Awards at December 31 | Dividends Paid on Restricted Stock | Change in Fair Value of Prior Years' Awards Unvested at December 31 | Change in Fair Value of Prior Years' Awards That Vested During the Year | Fair Value of Awards Forfeited During the Year | Compensation Actually Paid to CEO | | | ($) | ($) | ($)(a) | ($) | ($)(a) | ($) | ($)(a) | ($)(a) | ($) | ($) | | 2025 | 2,318,520 | — | (700,245) | — | 867,946 | 11,689 | 13,878 | (23,369) | — | 2,488,419 | | 2024 | 1,923,165 | — | (627,600) | — | 677,600 | 17,010 | 14,976 | (11,246) | — | 1,993,905 | | 2023 | 1,522,312 | (284,097) | (304,590) | 155,856 | 388,077 | 9,519 | 122,115 | (162,082) | — | 1,447,110 | | 2022 | 1,323,221 | — | (329,977) | 403,598 | 324,139 | 2,541 | (48,298) | (78,935) | — | 1,596,289 | | 2021 | 2,375,909 | (820,719) | (342,314) | 376,267 | 378,633 | — | 283,937 | 54,355 | — | 2,306,068 |
PAY RATIO DISCLOSURE
a.Fair value was computed in accordance with the Company's methodology used for financial reporting purposes. Average summary compensation actually paid to non-CEO named executive officers was calculated as follows:
PAY RATIO DISCLOSURE
| Year | Average Summary Compensation Table Total for non-CEO Named Executive Officers | Change in Pension Value | Fair Value of Current Year Equity Awards at Grant Date | Pension Value Attributable to Current Year's Service Cost | Fair Value of Current Year Equity Awards at December 31 | Dividends Paid on Restricted Stock | Change in Fair Value of Prior Years' Awards Unvested at December 31 | Change in Fair Value of Prior Years' Awards That Vested During the Year | Fair Value of Awards Forfeited During the Year | Average Summary Compensation Actually Paid to non-CEO Named Executive Officers | | | ($) | ($) | ($)(a) | ($) | ($)(a) | ($) | ($)(a) | ($)(a) | ($) | ($) | | 2025 | 759,421 | — | (137,121) | — | 171,394 | 5,296 | 2,897 | (33,343) | — | 768,544 | | 2024 | 622,096 | — | (114,274) | — | 138,189 | 4,959 | 9,891 | (43,460) | — | 617,401 | | 2023(b) | 803,573 | — | (301,670) | — | 323,712 | 2,111 | (5,532) | (30,646) | — | 791,548 | | 2022 | 512,046 | — | (92,679) | — | 88,998 | 663 | (14,010) | (18,618) | — | 476,400 | | 2021 | 594,080 | — | (98,392) | — | 108,264 | — | 61,133 | 24,136 | (51,121) | 638,100 |
PAY RATIO DISCLOSURE
a.Fair value was computed in accordance with the Company's methodology used for financial reporting purposes. b.Includes the compensation and current year equity awards for Mr. Griffiths who joined 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.
PAY RATIO DISCLOSURE
| 74 | Camden National Corporation 2026 Proxy Statement |
PAY RATIO DISCLOSURE
| Pay Versus Performance Disclosure | |
PAY RATIO DISCLOSURE
2.The CEO and all other named executive officers included in average summary compensation were as follows for each year indicated:
PAY RATIO DISCLOSURE
| | 2025 | 2024 | 2023 | 2022 | 2021 | | CEO | Simon R. Griffiths | Simon R. Griffiths | Gregory A. Dufour | Gregory A. Dufour | Gregory A. Dufour | | Other Named Executive Officers | Michael R. Archer | Michael R. Archer | Michael R. Archer | Michael R. Archer | Gregory A. White | | | William H. Martel | William H. Martel | Simon R. Griffiths(a) | William H. Martel | William H. Martel | | | Patricia A. Rose | Patricia A. Rose | William H. Martel | Timothy P. Nightingale | Timothy P. Nightingale | | | Ryan A. Smith | Ryan A. Smith | Patricia A. Rose | Patricia A. Rose | Patricia A. Rose |
PAY RATIO DISCLOSURE
a.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. 3.The peer group TSR was calculated using the S&P U.S. SmallCap Banks Index as of December 31, 2025, which differs from our industry index used to assess relative performance of ROAE under the LTIP. Refer to “Long-Term Incentive Program” beginning on page 53. Tabular List of Financial Performance Measures The three performance measures below were used for the year ended 2025 and represent the most important financial measures used by the Company to link compensation paid to the named executive officers, including the CEO, during the most recent fiscal year to the Company's performance. See the "Compensation Discussion and Analysis" section of this Proxy statement.
PAY RATIO DISCLOSURE
| Financial Performance Measures(1) | | Diluted EPS | | Adjusted PPNR + NCO | | Adjusted ROAA | | Relative Core ROAA | | Relative Core ROAE |
PAY RATIO DISCLOSURE
1. This unranked list applies to all named executive officers, including the CEO.
PAY RATIO DISCLOSURE
| Camden National Corporation 2026 Proxy Statement | 75 |
PAY RATIO DISCLOSURE
| | Pay Versus Performance Disclosure |
PAY RATIO DISCLOSURE
Graphical Disclosure of Relationship Between Compensation Actually Paid and Pay Versus Performance Measures Cumulative TSR – The table below shows the relationship between CAP to CEO and the average of CAP to all other named executive officers, and the Company's TSR and peer group TSR for the period December 31, 2020 through December 31, 2025. The table assumes a $100 investment on December 31, 2020 and measures the amount by which the market value, assuming the reinvestment of dividends, has changed as of December 31, 2025: The SEC requires companies to compare CAP to CEO and all other named executive officers to cumulative TSR however, we do not link CEO or all other named executive officers’ compensation to our cumulative TSR. Net Income – The table below shows the relationship between CAP to CEO and the average of the CAP to all other named executive officers and the Company's net income:
PAY RATIO DISCLOSURE
| 76 | Camden National Corporation 2026 Proxy Statement |
PAY RATIO DISCLOSURE
| Pay Versus Performance Disclosure | |
PAY RATIO DISCLOSURE
The SEC requires companies to compare CAP to CEO and all other named executive officers to net income; however, we do not link CEO or all other named executive officers’ compensation to net income. Diluted EPS – The table below shows the relationship between CAP to CEO and the average of the CAP to all other named executive officers and the Company's diluted EPS: Diluted EPS is used by the Company to determine incentive payouts for all named executive officers, including the CEO, under the Company's LTIP.
PAY RATIO DISCLOSURE
| Camden National Corporation 2026 Proxy Statement | 77 |
PAY RATIO DISCLOSURE
| Stock Ownership and Other Matters |