CAMDEN NATIONAL CORP (CAC)
Sector: Financials
2026 Annual Meeting Analysis
CAMDEN NATIONAL CORP · Meeting: May 19, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
No overboarding, no attendance issues, relevant legal and foundation leadership experience, and CAC's 3-year return of +50.5% outpaces the community bank benchmark QABA by +0.7pp, well within the 65pp threshold for a strong-positive TSR environment.
Joined the board in 2024, placing him within the 24-month new-director exemption from the TSR trigger; brings senior banking executive experience from Citizens Bank and Santander, and serves as CEO driving strong 2025 financial results.
No overboarding or attendance issues; brings finance, risk management, and housing/real estate experience from Citigroup and nonprofit leadership; TSR trigger does not apply given CAC's strong relative performance versus QABA.
Joined in January 2025, placing him within the 24-month new-director exemption; is a CPA with prior CFO and public accounting experience at Deloitte, providing strong financial expertise for his Audit Committee role.
No overboarding or attendance issues; brings deep legal, regulatory, and financial expertise, and serves as designated Audit Committee financial expert; TSR trigger does not apply given CAC's strong relative performance versus QABA.
Joined in February 2025, placing her within the 24-month new-director exemption; brings strong financial and operational leadership from L.L.Bean and prior experience at PricewaterhouseCoopers.
No overboarding or attendance issues; brings extensive operational and human capital leadership experience from L.L.Bean and serves as independent Board Chair; TSR trigger does not apply given CAC's strong relative performance versus QABA.
No overboarding or attendance issues; brings small business ownership and long-standing community banking perspective from over a decade of service on Camden National Bank's board; TSR trigger does not apply.
No overboarding or attendance issues; brings executive leadership and governance experience as former Chancellor of the University of Maine System; TSR trigger does not apply given CAC's strong relative performance versus QABA.
No overboarding or attendance issues; brings strong financial and public company controller experience from WEX Inc. and Fairchild Semiconductor, and is a CPA; TSR trigger does not apply given CAC's strong relative performance versus QABA.
No overboarding or attendance issues; brings small business, real estate, and prior bank board experience; TSR trigger does not apply given CAC's strong relative performance versus QABA.
All eleven nominees pass the TSR trigger: CAC's 3-year return of +50.5% outperforms the community bank benchmark QABA (49.8%) by +0.7pp, far below the 65pp underperformance threshold required to trigger a vote against directors in a strong-positive TSR environment. No overboarding, attendance, independence, or familial relationship issues were identified for any nominee. Two directors (Haynes, Maxwell) and the CEO-director (Griffiths) are within the 24-month new-director exemption. The board features a designated audit committee financial expert (Longley) and an independent chair (McCarthy), reflecting sound governance structure.
Say on Pay
✓ FORCEO
Simon R. Griffiths
Total Comp
$2,318,520
Prior Support
98%%
CEO total compensation of $2,318,520 is reasonable for a community bank CEO at an ~$816M market cap company, and the prior Say on Pay vote received 98% shareholder support in 2025, indicating strong ongoing shareholder alignment. The pay structure is well-designed: 57% of the CEO's target pay is at-risk and performance-based, including performance stock awards tied to relative Core ROAA and Core ROAE versus a bank industry index over a three-year period, satisfying the policy's requirement for meaningful long-term performance conditions. The company also maintains a clawback policy compliant with SEC and NASDAQ standards, and CAC's stock returned +50.5% over three years, modestly outperforming the community bank benchmark QABA (49.8%), supporting the conclusion that incentive pay was reasonably earned.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
N/A
Audit Fees
$784,880
Non-Audit Fees
$37,800
Non-audit fees of $37,800 represent only about 4.8% of audit fees of $784,880, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire — per policy, a FOR vote is appropriate when tenure cannot be confirmed. RSM is a large national firm appropriate for a company of CAC's size (~$816M market cap). No material restatements were identified.
Actual Vote Results
Meeting held May 19, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Rebecca K. Hatfield | 99.6% | 12.0M | 52,115 | ✓ Elected |
| Simon R. Griffiths | 99.5% | 12.1M | 55,954 | ✓ Elected |
| Robert D. Merrill | 99.5% | 12.0M | 56,292 | ✓ Elected |
| Larry K. Haynes | 99.5% | 12.0M | 65,844 | ✓ Elected |
| Raina L. Maxwell | 99.4% | 12.0M | 75,596 | ✓ Elected |
| Craig N. Denekas | 98.7% | 12.0M | 154,078 | ✓ Elected |
| Carl J. Soderberg | 98.4% | 11.9M | 196,025 | ✓ Elected |
| Robin A. Sawyer | 98.3% | 11.9M | 205,913 | ✓ Elected |
| S. Catherine Longley | 98.1% | 11.9M | 226,080 | ✓ Elected |
| Marie J. McCarthy | 97.9% | 11.9M | 259,102 | ✓ Elected |
| James H. Page, PH.D. | 97.6% | 11.8M | 288,100 | ✓ Elected |
Say on Pay
For 11.9M · Against 151,168 · Abstain 91,460
Auditor Ratification
For 14.1M · Against 45,262 · Abstain 23,007
Overall Assessment
Camden National Corporation's 2026 annual meeting ballot is straightforward, with all three standard proposals — director elections, Say on Pay, and auditor ratification — warranting a FOR vote. The company's stock has delivered strong returns (+50.5% over three years) that modestly outpace the community bank benchmark QABA, executive pay is structured with a majority in performance-based compensation, and auditor fees reflect a clean independence profile with non-audit fees under 5% of audit fees.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing