Camden National (CAC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2025, both virtually and in person, with shareholders encouraged to vote on key proposals and attend the meeting.

• Shareholders of record as of March 26, 2025, are entitled to vote on all matters, with 16,885,571 shares outstanding.

• The company completed the acquisition of Northway, expanding its footprint and increasing total assets to approximately $7.0 billion as of January 2, 2025.

• 2024 financial performance improved, with net income up 22% to $53.0 million and diluted EPS of $3.62.

Voting matters and shareholder proposals

• Election of twelve directors for one-year terms, following the full declassification of the board.

• Approval of an amendment to the 2022 Equity and Incentive Plan to add 560,000 shares and extend the plan to 2035.

• Non-binding advisory vote on executive compensation (Say-on-Pay).

• Ratification of RSM US LLP as independent auditor for 2025.

• Procedures for submitting shareholder proposals and director nominations for the 2026 meeting are detailed.

Board of directors and corporate governance

• The board consists of twelve members, with recent additions following the Northway acquisition.

• Eleven of twelve directors are independent; the board chair is an independent director.

• Five standing committees: Audit, Compensation, Corporate Governance and Risk, Capital Planning, and Technology.

• Annual board and committee evaluations, mandatory director retirement at age 75, and director stock ownership guidelines are in place.