Marie J. McCarthy
About Marie J. McCarthy
Independent director of Camden National Corporation (CAC) since 2018; age 56 as of December 31, 2024. Recently served as Chief Operations Officer at L.L.Bean, retiring in April 2025 after a career largely in HR and later enterprise operations (fulfillment, returns, manufacturing, customer satisfaction, facilities/real estate) supporting ~3,500 employees; service includes membership on L.L.Bean’s Investment, Benefits, Retail Real Estate, and Corporate Real Estate Committees . McCarthy is independent under NASDAQ rules and serves as Chair of the Compensation Committee and as a member of the Technology Committee; education not disclosed in the proxy .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| L.L.Bean | Chief Operations Officer; prior HR leadership | 1993–Apr 2025 | Oversight of Fulfillment, Returns, Manufacturing, Customer Satisfaction, Corporate Facilities & Real Estate; member of Investment Committee, Benefits Committee, Retail Real Estate Committee, Corporate Real Estate Committee; supported ~3,500 employees |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| MaineHealth | Director | Not disclosed | Not disclosed in proxy |
| Olympia Snowe Women’s Leadership Institute | Director | Not disclosed | Not disclosed in proxy |
| Camden National Bank (subsidiary) | Director | Since 2018 | Not disclosed in proxy beyond membership |
Board Governance
- Independence: Board determined McCarthy is independent under NASDAQ listing standards; all members of Compensation, Audit, and Corporate Governance & Risk Committees meet applicable independence requirements .
- Committee assignments: Compensation Committee (Chair); Technology Committee (member) .
- Attendance: Board held 12 regular and 3 special meetings in 2024; each director attended over 90% of Board and committee meetings on which they served; all directors attended the 2024 annual meeting .
- Tenure and term: Director since 2018; current term listed to expire in 2025 .
- Board evaluations: Annual board and committee evaluations via outside firm; peer/self evaluations reviewed by Corporate Governance & Risk Committee .
- Anti-hedging/pledging: Directors and officers prohibited from hedging and from pledging shares as collateral (exceptions to pledging may be granted for good cause) .
- Stock ownership guidelines: Directors must own Company stock with market value of $150,000; as of proxy date, all directors met or will meet the requirement .
Fixed Compensation
| Year | Component | Amount (USD) | Notes |
|---|---|---|---|
| 2024 | Fees Earned or Paid in Cash | $54,400 | Includes committee fees; director could elect stock in lieu of cash |
| 2024 | Stock Awards (Annual IDECP grant) | $35,014 | 1,080 shares granted on May 31, 2024 at $32.42; fully vested at grant |
| 2024 | Total Director Compensation | $89,414 | Sum of cash fees and stock award |
| Program | Component | Chair Retainer | Member Retainer | Meeting Fees | Annual Equity Grant |
|---|---|---|---|---|---|
| 2024 Director Compensation Components | Board of Directors | $60,000 (company chair; $35k Company + $25k Bank) | $20,000 | $1,000 per Board meeting | $35,000 |
| 2024 | Audit Committee | $10,000 | — | $825 per meeting | — |
| 2024 | Compensation Committee | $7,500 | — | $825 per meeting | — |
| 2024 | Corporate Governance & Risk Committee | $7,500 | — | $825 per meeting | — |
| 2024 | Other Committees (Capital Planning, Technology, Bank Committees) | — | — | $500 per meeting | — |
| 2025 Director Compensation Components | Board of Directors | $60,000 (company chair; $35k Company + $25k Bank) | $45,000 | Eliminated (moved to retainers) | $35,000 |
| 2025 | Audit Committee | $20,000 | $10,000 | Eliminated | — |
| 2025 | Compensation Committee | $12,500 | $6,000 | Eliminated | — |
| 2025 | Corporate Governance & Risk Committee | $12,500 | $6,000 | Eliminated | — |
| 2025 | Other Committees (Capital Planning, Technology, Investment/ALCO, Credit, Trust) | $5,000 | $2,500 | Eliminated | — |
Performance Compensation
| Equity Award Type | Grant Date | Shares | Grant Date Fair Value | Vesting | Restrictions |
|---|---|---|---|---|---|
| Independent Directors’ Equity Compensation Program (IDECP) annual stock grant | May 31, 2024 | 1,080 | $35,014 | Fully vested on grant date | None; no unvested stock or unexercised options for independent directors as of Dec 31, 2024 |
| Fees taken in stock (in lieu of cash) | Quarterly issues on/around Mar 20, Jun 20, Sep 20, Dec 20 | 1,512 | Not disclosed (issued at quarterly closing prices) | Immediately issued as common stock | Subject to insider trading policy windows |
No director options or PSUs granted; CAC does not currently grant new option-like instruments under Item 402(x) policy .
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond CAC and Camden National Bank; external roles are nonprofit boards (MaineHealth, Olympia Snowe Women’s Leadership Institute) .
- Compensation Committee interlocks: None; no member has ever served as a company officer or employee; no executive officer served on another entity’s compensation committee where that entity’s executive is a CAC director .
- Related party transactions: No Related Party Transactions in 2024 beyond ordinary-course Reg O banking loans; outstanding loans and unused commitments to directors/executives totaled ~$538,500 as of Dec 31, 2024, made on substantially same terms as non-related transactions .
Expertise & Qualifications
- Human capital and operations leadership (COO of L.L.Bean), with experience across fulfillment, manufacturing, customer service, and corporate real estate; committee memberships at L.L.Bean covering investment and benefits .
- Board governance and technology oversight at CAC through Compensation Committee chairmanship and Technology Committee membership .
- Community healthcare and leadership development exposure via MaineHealth and Olympia Snowe WLI board service .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Marie J. McCarthy | 13,614 | <1% | As of record date; independent directors held no unvested stock or unexercised options as of Dec 31, 2024 |
- Director stock ownership guideline: Must beneficially own $150,000 of Company stock; all directors met or will meet guideline as of proxy date .
- Anti-hedging/pledging: Hedging prohibited; pledging prohibited with limited exceptions for good cause .
- Additional alignment: Elected to receive a portion of 2024 director fees in stock (1,512 shares), demonstrating ongoing share accumulation .
Compensation Committee Analysis
- Composition (2024): Chair McCarthy; members Page, Sawyer, Sterrs; all independent under NASDAQ/SEC/IRS and committee charters; no interlocks .
- Consultant: Meridian Compensation Partners engaged annually to review independent director compensation; no changes in 2024; reset to retainer-based structure effective January 1, 2025 .
- Governance actions: Compensation Committee reviewed and recommended 2025 changes to eliminate meeting fees, increase base retainers, and establish committee retainers, aligning with market practices and simplifying pay mix .
- CD&A oversight: Committee reviewed CD&A and recommended inclusion in 2024 10-K; report signed by McCarthy as Chair with Page, Sawyer, Sterrs .
Governance Assessment
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Strengths
- Independence and leadership: Independent director; chairs Compensation Committee; committees meet independence standards .
- Engagement: >90% attendance across Board/committees in 2024; full attendance at annual meeting .
- Alignment: Annual equity grants; election to take fees in stock; director ownership guidelines in place and met/will meet; anti-hedging/pledging policy .
- Process rigor: Annual board/committee evaluations via outside firm; robust related-party policy; clawback policy compliant with SEC/NASDAQ .
-
Potential Risks / Watch Items
- Ordinary-course banking relationships: Aggregate loans to directors/executives present but on market terms and within policy; monitor for changes or exceptions (no specific transaction identified for McCarthy) .
- External roles: Nonprofit boards (MaineHealth, Olympia Snowe WLI) do not present competitive interlocks; continue to monitor for any future related-party dealings .
-
RED FLAGS
- None identified in proxy: No compensation committee interlocks, no related-party transactions beyond ordinary-course loans, no hedging/pledging allowed, and directors held no options/unvested stock as of year-end 2024 .