🧾 What This Document Is

This is a DEF 14A, also known as a Proxy Statement. Think of it as the official "voter's guide" for Camden National Corporation's shareholders. Its purpose is to give you all the information you need to make informed decisions before voting at the company's upcoming annual meeting.

👉 Why it matters: If you own stock in Camden National, this document tells you what you're being asked to vote on, who is running the company, how much the top bosses get paid, and how the company is governed. It’s your window into how your investment is being managed.

📅 The Annual Meeting: When & How

The 2026 Annual Meeting will be held virtually on Tuesday, May 19, 2026, at 9:00 a.m. Eastern Time.

👉 Key Takeaway: You don't have to travel. You can attend, watch, and vote online at www.virtualshareholdermeeting.com/CAC2026. You'll need the control number from your proxy card to vote or ask questions. The meeting is for people who owned shares as of March 25, 2026.

🗳️ What You're Voting On

Shareholders have three main proposals to vote on:

Election of Directors: Vote to elect 11 people to the Board for one-year terms.
"Say-on-Pay": A non-binding vote to approve how the top executives are paid.
Ratify the Auditor: Vote to approve RSM US LLP as the company's independent accounting firm for 2026.

👉 Why it matters: The Board recommends voting "FOR" all three proposals. Electing directors sets the company's strategic oversight. "Say-on-Pay" gives shareholders a voice on executive compensation, though it's not legally binding. Approving the auditor is a standard check on financial reporting accuracy.

👥 Meet the Board Nominees

The company is proposing 11 directors for election. Here’s a snapshot of the team:

Marie J. McCarthy (Chair): Former Chief Operations Officer at L.L.Bean.
Simon R. Griffiths (President & CEO): Also leads Camden National Bank.
S. Catherine Longley (Audit Committee Chair): Retired COO of The Jackson Laboratory, the Board's designated "financial expert."
Robin A. Sawyer (Compensation & Capital Committee Chair): Retired Corporate Controller of WEX Inc.
James H. Page, Ph.D.: Former Chancellor of the University of Maine System.
Other Nominees: Include leaders from nonprofit housing (Rebecca K. Hatfield), retail (Raina L. Maxwell at L.L.Bean), auto dealerships (Larry K. Haynes), furniture (Robert D. Merrill), and construction (Carl J. Soderberg).

👉 Why it matters: The Board is a mix of financial experts, local Maine business leaders, and former executives from large companies. They are supposed to provide independent oversight of management. All directors except the CEO are considered "independent."

💼 Executive Compensation (The "Say-on-Pay" Details)

The pay package for the top five executives is designed to link pay to performance. Here’s how it works:

Base Salary: A fixed annual cash payment.
Executive Annual Incentive Program (EAIP): A yearly cash bonus based on hitting specific company goals (like profitability and asset quality).
Long-Term Incentive Program (LTIP): Awards of company stock that vest over three years, tied to the company's stock performance compared to a group of peers.
Other Benefits: Retirement plans and standard benefits.

For 2025, the total compensation for CEO Simon R. Griffiths was $2,833,243. The other named executive officers earned between $711,736 and $1,135,475.

👉 Why it matters: The Compensation Committee says this mix encourages long-term growth and responsible risk-taking. Shareholders are being asked if they approve of this pay design. The company says its stock has performed well compared to peers, which they tie to this pay-for-performance model.

⚖️ Governance & Risk Oversight

The company highlights its strong governance structure:

Separate CEO & Chair: The CEO (Simon Griffiths) and Board Chair (Marie McCarthy) are different people, which is seen as good governance.
Committees: Key Board committees (Audit, Compensation, Governance & Risk) are made up entirely of independent directors.
Risk Management: The Board has a detailed process for overseeing major risks, including cybersecurity. They report no known cybersecurity breaches in 2025.
Stock Ownership: Directors and executives are required to own company stock, aligning their interests with other shareholders.

👉 Why it matters: Strong governance reduces the risk of mismanagement and ensures the board is looking out for shareholders' interests. The explicit focus on cybersecurity risk oversight is crucial for a modern bank.

🧠 The Analogy

Think of this Proxy Statement like a report card and a ballot for a school's PTA. The "report card" part shows you the grades (performance), the teachers' pay (executive compensation), and the rules (governance). The "ballot" part is where you, as a parent (shareholder), get to vote on the PTA board members (directors) and express your opinion on the teachers' pay structure.

📇 Key Contacts & People

Board Chair: Marie J. McCarthy
President & CEO: Simon R. Griffiths
General Counsel & Corporate Secretary: Brandon Y. Boey
For Meeting Help: Contact Broadridge at (844) 976-0738 (domestic) or (303) 562-9301 (international).
For Documents: Camden National Corporation, Attn: Investor Relations, P.O. Box 310, Camden, Maine 04843.

🧩 Final Takeaway

Camden National is holding its annual virtual shareholder meeting to elect directors and approve its auditor and executive pay plan. The company emphasizes a diverse, expert board and a pay-for-performance system. As a shareholder, your vote is your voice in holding the company's leadership accountable.

CAMDEN NATIONAL CORP — DEF 14A Filing