Carl J. Soderberg
About Carl J. Soderberg
Independent director of Camden National Corporation (CAC) since 2015; age 62 as of December 31, 2024. President of Soderberg Company, Inc., a Maine-based heavy civil/highway and airport construction firm; active real estate developer (Nordic Properties, CSS Development). Brings small-business leadership, operations, employee relations, decision-making, and real estate expertise; chairs the Bank’s Director Credit Committee and contributes to the Company’s Corporate Governance & Risk Committee. Current civic roles include Cary Medical Center (Strategic Planning; Chair of Finance) and director roles at Bigrock Mountain ski area and Northern Skiers Club .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Soderberg Company, Inc. | President | Since 1992 | Leads family-owned construction firm serving Maine; operational and leadership expertise |
| First Citizens Bank | Director | — | Prior board experience; regulatory/investor/governance understanding |
| The Bank of Maine | Director | — | Prior board experience; regulatory/investor/governance understanding |
| University of Maine Presque Isle Foundation Board | Director | — | Prior board service |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Cary Medical Center | Director | — | Strategic Planning Committee; Chair, Finance Committee |
| Bigrock Mountain ski area | Director | — | Director; community engagement |
| Northern Skiers Club | Director | — | Director; community engagement |
Board Governance
- Independence: The Board determined Mr. Soderberg is independent under NASDAQ listing standards .
- Committee assignments: Corporate Governance & Risk Committee (Company). Chair of the Bank’s Director Credit Committee (subsidiary) .
- Attendance: In 2024, Board held 12 regular and 3 special meetings; each director (including Soderberg) attended over 90% of Board/committee meetings; all directors attended the 2024 annual shareholder meeting .
- Years of service: Director since 2015 (Company and Bank) .
- Executive sessions: Independent directors meet in executive session periodically; Chair of the Board is independent and chairs the Corporate Governance & Risk Committee per policy .
- Board evaluation: Annual self/peer evaluations via an outside firm; committees review charters and performance annually .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $46,950 | Includes Company and Bank committee fees; may include election to receive stock in lieu of cash |
| Annual Board Retainer (Company) | $20,000 | 2024 member retainer schedule |
| Meeting Fees (Company) | $1,000 per Board meeting | 2024 schedule |
| Committee Meeting Fees (Company) | $825 per Audit/Comp/Gov; $500 other committees | 2024 schedule |
| 2025 Program Change (Member Board Retainer) | $45,000 | Board/committee meeting fees eliminated; move to annual retainers |
| 2025 Program Change (Committee Retainers – Member) | Audit $10,000; Comp $6,000; Gov & Risk $6,000; Capital/Tech/Investment/ALCO/Credit/Trust $2,500 | Committee chair retainers increased/established; see “Chair” row |
| 2025 Program Change (Committee Retainers – Chair) | Audit $20,000; Comp $12,500; Gov & Risk $12,500; Capital/Tech/Investment/ALCO/Credit/Trust $5,000 | Chair differentials |
Performance Compensation
| Award Type | Grant Date | Shares / Value | Vesting / Performance Conditions |
|---|---|---|---|
| Independent Directors’ Equity Compensation Program (IDECP) | May 31, 2024 | 1,080 shares per director; grant-date fair value ~$35,014 using $32.42/share | Shares fully vested at grant; no performance conditions; no unvested stock or options outstanding for independent directors as of 12/31/2024 |
| Annual Equity Grant (2025 Program) | 2025 | $35,000 grant value target | Committee determined market-aligned amount; practice unchanged; no performance conditions disclosed |
No director performance metrics (e.g., TSR, revenue, EBITDA) apply to director equity grants; awards are time-based and fully vested on grant date .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Interlocks/Notes |
|---|---|---|---|
| Camden National Bank (subsidiary) | Current | Director; Chair of Bank Director Credit Committee | Internal bank role; not a public company board |
| First Citizens Bank | Prior | Director | Prior banking board; no current public interlock disclosed |
| The Bank of Maine | Prior | Director | Prior banking board; no current public interlock disclosed |
- Compensation Committee interlocks: None reported; members were independent and not current/former officers .
Expertise & Qualifications
- Small business leadership, decision-making, operations, employee relations, and real estate development expertise; supports Governance & Risk oversight .
- Community connectivity and prior bank board experience that reinforces regulatory and governance understanding .
- Recognized suite of board skills among directors includes audit/comp/gov experience, technology & cybersecurity, asset management, and community relations; Soderberg participates in Governance & Risk .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Carl J. Soderberg | 96,569 | ~0.57% (96,569 / 16,885,571) | As of record date noted; independent directors had no unvested stock or unexercised options at 12/31/2024 |
| Directors, nominees, and executive officers (21 persons) | 291,256 | 1.72% | Group total |
- Director stock ownership guidelines: Directors must beneficially own CAC shares valued at $150,000; all directors met/will meet requirements as of the proxy date .
- Anti-hedging/pledging: Hedging prohibited; pledging prohibited except possible “good cause” exceptions; no pledging by Soderberg disclosed .
Insider Trades
| Date | Type | Shares | Price/Value | Post-Transaction Holding | Source |
|---|---|---|---|---|---|
| Jun 20, 2025 | Stock issued in lieu of director fees under 2022 Equity & Incentive Plan | 411 | $38.57 implied price | 98,910.879 direct shares | |
| 2024 (aggregate) | Shares received in lieu of cash fees (four quarterly elections) | 1,296 | Price per issuance based on quarter-end close | Included in beneficial ownership | |
| May 31, 2024 | Annual IDECP grant | 1,080 | $32.42 per share (closing price) | Fully vested at grant |
Governance Assessment
-
Positives
- Independent director with >90% attendance in 2024 and active committee service; Board conducts annual evaluations via an outside firm, and independent directors meet in executive session, supporting oversight quality .
- Clear alignment mechanisms: $150k director ownership guideline met/will meet; routine stock awards; ability to elect stock in lieu of cash fees enhances ownership .
- Anti-hedging and pledging restrictions reduce misalignment risk; no related-party transactions beyond ordinary-course loans; centralized review process by Governance & Risk Committee .
- 2025 director pay structure moves to higher fixed retainers and eliminates meeting fees, simplifying and clarifying compensation; equity grant size maintained at market levels .
-
Watchpoints
- Pledging exceptions can be granted for “good cause,” which introduces potential discretion; continued monitoring for any exceptions is prudent .
- Ordinary-course loans to directors/executives aggregated ~$538,500 outstanding at 12/31/2024; while standard terms are asserted, bank oversight and related-party policy enforcement should be continually reviewed for conflicts, particularly given Mr. Soderberg’s chair role on the Bank’s Director Credit Committee .
-
Overall signal
- No red flags disclosed for attendance, independence, hedging/pledging, or related-party dealings; ownership alignment appears solid with meaningful personal holdings and recurring equity grants. Committee participation in Governance & Risk aligns with his operational and community expertise, supporting board effectiveness .