Craig N. Denekas

About Craig N. Denekas

Craig N. Denekas, age 60, has served as an independent director of Camden National Corporation since 2017. He is Trustee, Chairman and CEO of the Libra Foundation in Portland, Maine, and previously was a director and shareholder at the law firm Perkins, Thompson focused on corporate acquisitions, business law, real estate, and commercial lending. At CAC, he serves on the Audit Committee, Corporate Governance & Risk Committee, and Capital Planning Committee. His independence was affirmed by the Board despite the Company subletting office space from the Libra Foundation where he serves as CEO.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit; Corporate Governance & Risk; Capital Planning (no chair roles) .
• Attendance: In 2024, each director attended over 90% of Board and committee meetings; all directors attended the annual shareholder meeting .
• Audit oversight: Audit Committee met 10 times in 2024; Denekas is listed among members signing the committee report affirming auditor independence and financial reporting integrity .
• Independence: Board determined Denekas is independent; considered Company’s sublease of office space from Libra Foundation (where he is CEO) and concluded it does not impair independence .
• Leadership structure: Independent Chair separate from CEO; independent directors meet in executive session periodically .
• Election standards: Fully declassified board; majority vote standard with contingent resignations in uncontested elections .

Fixed Compensation

• 2024 equity grant details (IDECP): 1,080 shares granted on May 31, 2024, fully vested, valued using $32.42 closing price (approx. $35,000) .
• Elected to receive fees in stock: 1,392 shares issued in lieu of cash during 2024 (shares calculated using quarterly closing prices per program) .
• 2024 fee schedule context: Board member annual retainer $20,000; Board meeting fee $1,000; Audit/Comp/Governance committee meeting fee $825; other committees $500; Board Chair receives $60,000 ($35,000 Company, $25,000 Bank) and annual director equity grant ~$35,000 .
• 2025 director pay structure change (signal for alignment/stability): Eliminated meeting fees; increased annual retainers (Board member $45,000; Audit Chair $20,000/Audit member $10,000; Compensation Chair $12,500/member $6,000; Governance Chair $12,500/member $6,000; other committee chairs $5,000/members $2,500); annual director equity grant remains $35,000 .

Performance Compensation

• Directors do not receive performance-based equity or options; independent director grants in 2024 were fully vested at grant and not subject to performance conditions. As of December 31, 2024, none of the independent directors held unvested stock or unexercised options .

Other Directorships & Interlocks

Expertise & Qualifications

• Corporate transactions and finance: Over a decade of practice in corporate acquisitions, business law, real estate, and commercial lending (Perkins, Thompson) .
• Philanthropic enterprise leadership: Program-related investing and Maine-based enterprise development at Libra Foundation (Pineland Farms specialties) .
• Governance and oversight: Experience on multiple non-profit boards; current CAC committees include Audit (financial oversight), Governance & Risk (ERM oversight), and Capital Planning (regulatory capital management) .

Equity Ownership

Recent Insider Trades (Form 4)

Governance Assessment

• Strengths

  • Independence affirmed with explicit disclosure and board determination; chair is independent and leadership structure separates Chair and CEO; independent directors meet in executive session .
  • Robust committee engagement: Audit, Governance & Risk, Capital Planning; strong attendance (>90%) and universal annual meeting attendance .
  • Alignment with shareholders: Annual director equity grants and elective stock-for-fees increase ownership exposure; anti-hedging/pledging policy .
  • Shareholder support for pay governance: Recent say-on-pay approval was 96% (2024), indicating investor confidence in compensation oversight framework .

• Potential conflicts and monitoring items

  • Related-party exposure: Company sublets office space from Libra Foundation (Denekas is CEO); Board concluded no independence impairment, but this is a recurring related relationship to monitor for terms/fairness and disclosure continuity .
  • Director/officer banking relationships: Aggregate outstanding loans to directors/executives of approximately $538,500 as of December 31, 2024; made in ordinary course on market terms and in compliance with Regulation O and SOX; no unfavorable features reported .
  • Pledging exceptions: Policy prohibits pledging but allows exceptions for good cause; any exception would be a red flag if granted and should be disclosed; none indicated for Denekas .

• Board effectiveness signals

  • Declassified board and majority vote with contingent resignation enhances accountability; committee charters updated annually; external evaluation and peer review processes in place .

Overall investor confidence implications: Denekas’ committee load (Audit/Governance/Capital), consistent attendance, and equity-tilted director pay support alignment; the Libra Foundation sublease is a minor related-party touchpoint addressed transparently by the Board but warrants ongoing scrutiny to ensure continued arms-length terms.