James H. Page
About James H. Page
James H. Page, Ph.D., is an independent director of Camden National Corporation, serving since 2008. He is Chancellor Emeritus of the University of Maine System (2012–2019) and previously served as principal and CEO of James W. Sewall Company; he currently consults on higher education nationwide. Age 72 as of December 31, 2024; core credentials include large-scale public-sector leadership, governance, and technology oversight; current CAC board committees: Audit (member), Compensation (member), and Technology (Chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Maine System | Chancellor | 2012–2019 | Executive responsibility for statewide university governance and administration (5,000+ employees, seven campuses, law school) |
| James W. Sewall Company | Principal and CEO | Not disclosed | Led consulting in forestry, engineering, and geographic information management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Camden National Bank (subsidiary) | Director | Since at least 2022 | Bank board directorship noted in proxy “Other Directorships” |
Board Governance
- Committee assignments (2025 proxy): Audit Committee (member), Compensation Committee (member), Technology Committee (Chair) .
- Independence: The Board determined Page is independent under NASDAQ standards; all members of the Audit, Compensation, and Corporate Governance & Risk Committees meet applicable independence requirements .
- Attendance: In 2024, the Board held 12 regular and 3 special meetings; each director attended over 90% of total Board and committee meetings served. All directors attended the 2024 annual meeting .
- Committee activity levels (2024): Audit (10 meetings), Compensation (9), Corporate Governance & Risk (5), Capital Planning (4), Technology (4) .
- Election results (signal of investor support): At the 2025 annual meeting, Page received 11,569,173 For; 361,180 Against; 19,826 Abstain; 1,991,211 Broker Non-Votes .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 54,825 | 53,500 |
| Stock Awards ($) | 35,009 | 35,014 |
| Total ($) | 89,834 | 88,514 |
Director fee structure
- 2024 program: Company board retainer $20,000 (members), $60,000 (chair); board meeting fee $1,000; Audit/Comp/Gov&Risk meeting fee $825 (chair retainers $10,000/$7,500/$7,500); other committees $500 per meeting; annual equity grant ~$35,000 .
- 2025 changes (effective Jan 1, 2025): Eliminated meeting fees; increased board member annual retainer to $45,000; established committee retainers: Audit $10,000 (member)/$20,000 (chair); Compensation $6,000/$12,500; Corporate Governance & Risk $6,000/$12,500; Other committees (Capital Planning, Technology, Investment/ALCO, Credit, Trust) $2,500/$5,000; annual equity remains ~$35,000 .
Performance Compensation
| Equity Grant Detail | 2023 | 2024 |
|---|---|---|
| Annual director stock grant (shares) | 1,174 shares on June 1, 2023 (fully vested at grant) | 1,080 shares on May 31, 2024 (fully vested at grant) |
| Grant-date valuation approach | ~$35,000 per director; ASC 718 fair value | ~$35,000 per director; ASC 718 fair value |
| Options/performance conditions | No options outstanding; 2023–2024 director grants fully vested at grant; no performance conditions |
Notes:
- Independent Directors’ Equity Compensation Program (IDECP) targets ~$35,000 fair value annually; grants vest on grant date; as of 12/31/2024, no independent directors held unvested stock or unexercised options .
- Company-level incentive practices include an SEC/NASDAQ-compliant clawback policy (primarily executive-focused) and double-trigger CIC for executives; no hedging/pledging by directors/officers allowed (exceptions to pledging only for good cause) .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Page .
- Compensation Committee interlocks: None; 2024 Compensation Committee members were McCarthy (Chair), Page, Sawyer, Sterrs; no interlocks reported .
Expertise & Qualifications
- Skills matrix flags Page for key areas including Audit/Compensation/Corporate Governance experience; Technology & Cybersecurity; Accounting; Financial Services Industry Knowledge; Regulatory Experience; General management and organizational development .
- Leadership and community profile highlighted through Chancellor role and Maine civic recognition .
Equity Ownership
| Ownership Detail (Record Date March 26, 2025 unless noted) | Value |
|---|---|
| Beneficial ownership (shares) | 9,087 shares; less than 1% of outstanding |
| Shares outstanding reference | 16,885,571 shares as of Record Date |
| Vested vs unvested | Independent directors held no unvested stock or options at 12/31/2024 |
| Pledging/Hedging | Company policy prohibits hedging and pledging by directors/officers (exceptions to pledging may be granted for good cause); no pledging by Page disclosed |
| Director stock ownership guideline | $150,000 “Qualifying Shares”; all directors met or will meet the requirement as of proxy date |
Related-Party and Conflict Review
- Policy: Centralized Related Party Transactions Policy; CG&R Committee approves only if in best interests of shareholders .
- 2024 status: No related-party transactions, other than ordinary-course loans; aggregate loans to directors/executives approx. $538,500 at 12/31/2024, on market terms .
- Independence determination: Page designated independent; Board reviewed and disclosed one sublease relationship for another director and concluded it did not impair independence .
Shareholder Sentiment (Say-on-Pay and Elections)
| Meeting | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2025 Annual | Advisory Say-on-Pay | 11,685,331 | 208,990 | 55,858 | 1,991,211 |
| 2025 Annual | Election – J.H. Page | 11,569,173 | 361,180 | 19,826 | 1,991,211 |
| 2024 Annual | Advisory Say-on-Pay | 10,044,330 | 326,031 | 99,083 | 1,617,989 |
Governance Assessment
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Strengths
- Independent director with deep governance and public-sector operating experience; chairs Technology Committee with clear mandate to align technology strategy to corporate priorities; committee made 4 meetings in 2024 .
- Consistent attendance (>90% across Board/committees); full annual meeting participation in 2024 .
- Clean related-party profile; strong company policies on hedging/pledging; director ownership guideline in place and met/will be met .
- Director pay structure modernized in 2025: removed per-meeting fees, raised fixed retainers, and formalized committee retainers—reduces pay-for-attendance bias and aligns with market practices; equity grant unchanged and modest .
-
Watch items
- Age/tenure: age 72 with mandatory retirement at 75; potential near-to-medium-term succession/refresh planning consideration for Technology Committee leadership .
- 2025 director election: Page received 361,180 “Against” votes; still strong majority support but at the higher end among nominees—monitor engagement and any investor concerns tied to tenure, skills refresh, or committee responsibilities .
-
Net view
- No material conflicts or related-party exposures; strong independence and attendance; relevant technology, audit/comp, and governance expertise. Compensation and policy structures are aligned with investor-friendly practices, and say-on-pay support remained strong in 2024–2025 .