Lawrence J. Sterrs
About Lawrence J. Sterrs
Lawrence J. Sterrs (age 71 as of December 31, 2024) is an independent director and current Chair of the Board of Camden National Corporation (CAC), serving on the Board since 2015. He brings a 49-year telecommunications and governance background, including prior CEO and chair roles and deep experience in regulatory strategy and technology oversight; he currently chairs CAC’s Corporate Governance & Risk Committee and serves on the Compensation and Technology Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UniTek, Inc. and UniTel, Inc. | Chair of the Board (1994–2022); CEO until 2003; Vice President 2003–2022 | 1994–2022 | Led governance; executive leadership across telecom operations |
| ConTel Corporation (Northeast) | Assistant Vice President; executive roles in network design, planning, regulatory strategy, project/operations management | Not disclosed | Telecom network/regulatory leadership |
| BerryDunn | Manager, Telecommunications Consulting | Not disclosed | Specialized in telecom M&A, regulatory/legislative strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Unity Foundation | Chairman & CEO | Current | Maine-focused public charity investing in nonprofit capacity |
| Star of Hope Foundation | Executive Chairman | Since Sept 2022 | Board development, strategic planning, asset mgmt, program dev. |
| Camden National Bank (subsidiary) | Director | Current | Subsidiary board service |
| Various for-profit and non-profit boards | Member | Current/Prior | Ongoing board involvement in both sectors |
Board Governance
- Role and independence: Chair of the CAC Board; Board policy mandates separate Chair/CEO, with Chair selected from independent directors; Sterrs is an independent director .
- Committees: Chair, Corporate Governance & Risk Committee; Member, Compensation Committee; Member, Technology Committee .
- Attendance: In 2024, the Board held 12 regular and 3 special meetings; all directors attended over 90% of Board and committee meetings and attended the annual shareholder meeting .
- Committee activity levels: Corporate Governance & Risk Committee met 5 times; Compensation Committee 9; Technology Committee 4 (Audit 10; Capital Planning 4) .
- Board structure and evaluations: Board declassified to annual elections starting 2025; annual formal Board and committee evaluations, peer/self-evaluations for nominees; independent director executive sessions occur periodically .
Fixed Compensation (Director)
| Component | 2024 Amount/Terms | 2025 Structure Update |
|---|---|---|
| Board Annual Retainer (Chair) | $60,000 (Company $35,000; Bank $25,000) | $60,000 (unchanged) |
| Board Annual Retainer (Member) | $20,000 | $45,000 (meeting fees eliminated) |
| Committee Chair Retainers | Audit $10,000; Compensation $7,500; Governance & Risk $7,500 | Audit $20,000; Compensation $12,500; Governance & Risk $12,500; Capital/Tech/Bank committees $5,000 |
| Committee Member Retainers/Fees | Meeting fees: Audit/Comp/Gov $825; Capital/Tech/Bank $500 | Member retainers: Audit $10,000; Comp $6,000; Gov $6,000; Capital/Tech/Bank $2,500 |
| 2024 Fees Earned (Sterrs) | $118,700 (includes Company/Bank chair fees and Bank committee fees) | N/A |
Notes:
- Directors may elect to receive Board/committee fees in CAC stock; Sterrs received 818 shares in lieu of cash during 2024, priced by quarterly closing dates per policy .
- Director Deferred Compensation Plan available to defer retainers/fees with fund-linked notional investments; distributions post-separation (≤10 years) .
Performance Compensation (Director)
| Equity Component | Grant Date | Shares/Units | Grant Value | Vesting/Terms |
|---|---|---|---|---|
| Annual Independent Director Equity Grant | May 31, 2024 | 1,080 shares | $35,014 | Fully vested at grant; value set by $32.42 closing price |
| Equity for Fees in Lieu of Cash (Sterrs) | Quarterly 2024 | 818 shares | Included in fees | Issued at quarterly closing prices per policy |
Other Directorships & Interlocks
- Camden National Bank (subsidiary) director .
- No other public company directorships disclosed; current leadership at Unity Foundation and Star of Hope Foundation (non-public) .
- No disclosed interlocks with CAC competitors/suppliers/customers; related-party independence note in proxy applies to another director (Denekas/Libra office sublet), not Sterrs .
Expertise & Qualifications
- Nearly 50 years in telecommunications leadership and consulting; governance, regulatory, technology oversight, and M&A strategy; deep Maine economic/community knowledge via Unity Foundation work .
- Qualifications align with committee roles: governance (committee chair), compensation, and technology oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Lawrence J. Sterrs | 13,252 | ~0.08% (13,252 / 16,885,571) | As of record date March 26, 2025; <1% |
Ownership alignment and policies:
- Director stock ownership guideline: $150,000 market value; all directors met or will meet requirement; optional path to accumulate via fee-directed purchases .
- Anti-hedging and pledging: Directors/officers prohibited from hedging; pledging prohibited except by exception for good cause .
Governance Assessment
- Board leadership and independence: Separate Chair/CEO, Chair is independent (Sterrs), with independent-only governance and compensation committee participation; strengthens oversight and investor confidence .
- Attendance/engagement: Strong meeting attendance (>90%) and active committee schedules indicate robust engagement .
- Shareholder alignment: Annual director equity grants (fully vested) plus mandatory ownership guidelines; anti-hedging/pledging policy reduces misalignment risk .
- Pay structure evolution: 2025 shift to retainers and elimination of meeting fees simplifies and aligns with market practice; retains equity grant at ~$35k .
- Shareholder feedback signal: Say-on-Pay support was 96% in 2024 (99% in 2023; 99% in 2022), suggesting broad investor support for CAC’s pay/governance framework .
- Related-party safeguards: Formal policy with centralized review; no related-party transactions in 2024 beyond ordinary-course, Reg O–compliant loans; mitigates conflict risk .
Potential red flags or watch items:
- Director equity fully vests at grant (common practice, but provides limited retention leverage versus unvested awards) .
- Beneficial ownership is modest (~0.08%), though offset by binding ownership guidelines and ongoing equity grants .
Overall, Sterrs’ profile reflects seasoned governance leadership, strong committee alignment (especially risk oversight), and adherence to independence and ownership policies supportive of investor confidence .