Larry K. Haynes
About Larry K. Haynes
Larry K. Haynes (age 60) is an independent director of Camden National Corporation (CAC) since 2025. He is President and CEO of Grappone Automotive Group; earlier roles include CFO of MEG Asset Management, Vice President and Controller at Hilco (Bank of Ireland subsidiary) and public accounting (now Deloitte). He holds an MBA from Southern New Hampshire University and a BS in accounting (economics minor) from Plymouth State University; he is a CPA and CFP .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grappone Automotive Group | President & CEO; previously CFO | Not disclosed | Oversees five retail auto stores and 380 team members; manages dealership and non-dealership real estate holdings |
| MEG Asset Management, Inc. | Chief Financial Officer | Not disclosed | Finance leadership |
| Hilco, Inc. (Bank of Ireland subsidiary) | Vice President & Controller | Not disclosed | Banking subsidiary finance/controller role |
| Public accounting firm (now Deloitte) | Auditor | Not disclosed | Audit foundation (CPA) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Camden National Bank (subsidiary) | Director | 2025 | Listed “Other Directorships: Camden National Bank” |
| Northway Financial, Inc. | Director (prior to acquisition) | Not disclosed | Appointment to CAC Board was contemplated by the Merger Agreement; effective upon closing Jan 2, 2025 |
Board Governance
- Independence: Determined independent by NASDAQ standards; one of 11 independent of 12 total directors .
- Committee assignments: Audit Committee member (joined Jan 2, 2025); Audit Committee chaired by S. Catherine Longley; other members include Craig Denekas and James H. Page .
- Attendance: Board held 12 regular and 3 special meetings in 2024; all directors (serving in 2024) attended >90% and all attended the annual meeting. Haynes joined in 2025, so 2024 attendance not applicable .
- Board structure: Independent Chair; independent directors meet in executive session; CEO does not chair committees and does not sit on Governance or Compensation Committees unless invited .
- Declassified board: All directors stand for annual election beginning 2025; Haynes is among 12 nominees up for election for one-year terms .
Fixed Compensation
2025 director compensation program (effective Jan 1, 2025):
| Component | Chair Annual Retainer ($) | Member Annual Retainer ($) | Meeting Fees | Notes |
|---|---|---|---|---|
| CAC Board | 60,000 | 45,000 | Eliminated | 2024 meeting fees replaced by higher retainers in 2025 |
| Audit Committee | 20,000 | 10,000 | — | Retainer introduced in 2025 |
| Compensation Committee | 12,500 | 6,000 | — | Retainer introduced in 2025 |
| Corporate Governance & Risk | 12,500 | 6,000 | — | Retainer introduced in 2025 |
| Other Committees (Capital, Technology, Bank committees) | 5,000 | 2,500 | — | Retainer introduced in 2025 |
Program administration and benchmarking:
- Independent consultant Meridian reviews director pay annually; shift in 2025 to retainer-based model; annual equity grant amount/practice unchanged .
Performance Compensation
Independent Directors’ Equity Compensation Program (IDECP):
- Annual equity grant: approximately $35,000; practice unchanged for 2025 .
- 2024 example grants: 1,080 fully vested shares on May 31, 2024 at $32.42 per share (~$35,014) for each independent director serving then (Haynes was not a director in 2024) .
- Dividends on unvested awards prohibited; awards subject to clawback policies .
| Equity Award Feature | 2025 Design | Performance Metrics | Vesting | Notes |
|---|---|---|---|---|
| Annual Director Equity Grant | ~$35,000 | None disclosed for directors | Fully vested at grant (per 2024 practice; unchanged for 2025) | IDECP sub-program under 2022 Equity & Incentive Plan |
Change-in-control protections (Plan-level):
- Double-trigger vesting for awards upon termination without cause/for good reason within 2 years of change-in-control; performance awards deemed earned at target if performance period incomplete .
Other Directorships & Interlocks
| Entity | Connection | Potential Interlock/Conflict |
|---|---|---|
| Northway Financial, Inc. | Served as director pre-acquisition | Appointment to CAC Board per Merger Agreement; typical integration practice; no specific conflict disclosed |
| Camden National Bank | Director | Subsidiary board role; standard for CAC directors |
Expertise & Qualifications
- Financial expertise: CPA; audit/accounting background; CFO experience; designated skills grid shows accounting and governance experience .
- Leadership: CEO of mid-sized multi-location business; organization and growth management .
- Regulatory/financial services exposure: Prior Bank of Ireland subsidiary role; skills grid notes financial services knowledge .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Larry K. Haynes | 858 | <1% | No options outstanding; director grants historically fully vested; no pledging permitted by policy |
Director stock ownership guidelines and policies:
- Directors must beneficially own CAC shares with market value of $150,000; may use post-tax fees to reach compliance; as of proxy date, all directors “met or will meet” the requirement .
- Anti-hedging and pledging policy: Hedging prohibited; pledging prohibited except by exception for good cause .
Governance Assessment
- Board effectiveness: Independent Audit Committee with quarterly oversight; 10 meetings in 2024; Audit Report reflects independence and full charter duties; Haynes strengthens committee depth with CPA/CFO credentials .
- Independence & alignment: Independent status, anti-hedging/pledging, annual equity grants and ownership guidelines support alignment with shareholders .
- Compensation structure signals: Shift from meeting-based fees to retainers in 2025 simplifies pay, increases transparency, and emphasizes ongoing engagement; equity grant practice unchanged at ~$35k, fully vested on grant .
- Potential conflicts/related-party exposure: Appointment connected to Northway acquisition (integration interlock), but no related-party transactions disclosed beyond ordinary-course loans at market terms under Regulation O; total outstanding loans to directors/executives aggregated $538,500 as of 12/31/2024; no exceptions to policy noted .
- Shareholder signals: Say-on-Pay approvals strong (96% in 2024; 99% in 2023 and 2022), reflecting positive investor sentiment toward compensation governance overall; while focused on executives, this supports board oversight credibility .
RED FLAGS: None disclosed specific to Haynes. Positive mitigants include independent status, Audit Committee membership, anti-hedging/pledging policy, double-trigger CIC terms, and strong oversight structures .