Michael R. Archer
About Michael R. Archer
Michael R. Archer, CPA, is Executive Vice President and Chief Financial Officer of Camden National Corporation (CAC). He joined the Company in 2013, served as Senior Vice President and Corporate Controller from June 2016 to January 2022, and became EVP, CFO on January 3, 2022; prior to CAC, he spent seven years at PricewaterhouseCoopers LLP . Archer is 41, a licensed CPA, and a graduate of the ABA Stonier Graduate School of Banking where he also completed the Wharton Leadership Program . During 2024, under the executive team’s stewardship, CAC grew net income 22% year-over-year (to $53.0M) and diluted EPS 22% (to $3.62), while improving ROAA to 0.92% (from 0.76%) and ROE to 10.36% (from 9.30%); net interest margin expanded each quarter from 2.30% in Q1 to 2.57% in Q4 . On a pay-versus-performance view, CAC’s $100 TSR proxy index stood at $113.70 on 12/31/2024 (from 12/31/2019 baseline), while diluted EPS was $3.62 in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Camden National Corporation | EVP, Chief Financial Officer | Jan 2022 – Present | Principal financial and accounting officer; oversees financial reporting and controls (SOX certification) . |
| Camden National Corporation | SVP, Corporate Controller | Jun 2016 – Jan 2022 | Led controllership functions prior to appointment as CFO . |
| Camden National Corporation | Various roles (joined 2013) | 2013 – Jun 2016 | Progressive finance responsibilities after joining CAC in 2013 . |
| PricewaterhouseCoopers LLP | Assurance | ~7 years prior to 2013 | Big Four audit experience; licensed CPA . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| JMG, Inc. | Treasurer; Executive Committee member (board) | Current | Local nonprofit leadership . |
| Local Little League | Board member | Current | Community role . |
| Town Recreation Dept. | Committee member | Current | Community role . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (Rate) |
|---|---|---|---|---|
| Salary Paid ($) | 266,923 | 294,250 | 372,697 | — |
| Base Salary Rate ($) | — | — | 390,000 (effective 2/25/24) | 420,000 (effective 2/23/25) |
Performance Compensation
Executive Annual Incentive Program (EAIP) – Design and 2024 Outcomes
| Component | Detail |
|---|---|
| Target opportunity (CFO) | 30% of eligible earnings (threshold 15%, stretch 45%) . |
| 2024 weighting | 75% Company Performance Factor, 25% Individual Performance Factor . |
| Company metrics and weights | Adjusted PPNR + NCO (50%), Adjusted ROAA (30%), Consumer NPS (20%) . |
| 2024 actual company factor | 110.8% weighted payout (PPNR+NCO met slightly above budget; ROAA above budget; NPS above target) . |
| 2024 Archer payout | Actual payout 120.6% of target; EAIP dollars $134,842 . |
| MSPP overlay | Executives required to take 20% of annual cash bonus in MSPP restricted shares until ownership guideline met (25% grant-date discount; 2-year cliff vest) . For 2025 MSPP (funded by 2024 EAIP), Archer received 862 shares at $31.28; vests in 2 years . |
Detailed EAIP scorecard (2024):
| Metric | Weight | Threshold | Target | Stretch | Actual | Weighted payout |
|---|---|---|---|---|---|---|
| Adjusted PPNR + NCO | 50% | $55,552 | $65,355 | $75,158 | $65,865 | 51.3% |
| Adjusted ROAA | 30% | 0.77% | 0.90% | 1.04% | 0.94% | 34.5% |
| Consumer NPS | 20% | 60.0 | 65.0 | 70.0 | 67.5 | 25.0% |
| Total Company Factor | 100% | — | — | — | — | 110.8% |
Long-Term Incentive Program (LTIP)
Design and targets:
- Mix: 50% service-based restricted stock (vests ratably 1/3 per year over 3 years), 50% performance share units (PSUs) (cliff vest at 3 years, 0–200% of target) .
- 2024–2026 PSU metrics (equal weight): Relative Core ROAA and Relative Core ROAE vs S&P U.S. SmallCap Banks (percentile targets: 25th/55th/85th = 25%/100%/200%) .
- Archer 2024 grant: 25% of base salary total value ($97,468: $48,734 RS; $48,734 PSUs) granted 4/30/2024 .
2022–2024 LTIP result (vesting 4/26/2025):
- Plan paid at 40% of target: EPS (3-year cumulative) earned 0% and relative Core ROAE earned 80% → 40% blended .
- Archer PSUs approved for payout: 289 shares; scheduled vest date April 26, 2025 (subject to continued employment) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 10,734 shares; “<1%” of outstanding . |
| What’s included (footnotes) | Includes 3,798 unvested restricted/MSPP shares (have voting rights) . Includes 200 RSUs vesting within 60 days of 3/26/2025 . Includes 289 PSUs approved for 2022–2024 payout (scheduled to vest 4/26/2025) . |
| Outstanding awards at 12/31/2024 (totals) | Unvested stock awards: 8,808 shares, $376,454 market value; PSUs unearned: 3,446 shares, $147,282 . |
| Ownership guidelines | Must own 1x January 2022 base salary by January 2027 and 2x by January 2032; status: “Initial Level Required by January 2027” . |
| Hedging/pledging | Company prohibits hedging and pledging by officers; exceptions to pledging may be granted for good cause . |
| Clawback | All awards subject to clawback policy compliant with SEC/NASDAQ . |
| Options | No stock options outstanding; Company does not currently grant options/SARs . |
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | No ongoing employment contract; at-will . |
| CIC agreement (double-trigger) | If terminated without cause or resigns for good reason within 3 months before to 24 months after a CIC: 24 months cash severance for CFO equal to 2x (base salary + 3-year average bonus), plus continued medical benefits; equity accelerates per plan; six-month post-employment non-compete and non-solicit . |
| 280G/4999 treatment | “Best-net-benefit” cutback to avoid excise tax if beneficial . |
| Potential payments (12/31/2024 scenario) | Death/Disability: DCRP $79,582; Restricted Stock $222,567; PSUs $116,338; Total $418,487 . CIC qualifying termination: Cash severance $888,561; Health benefits $39,580; DCRP $79,582; Restricted Stock $222,567; PSUs $178,226; Total $1,408,516 . |
Deferred Compensation and Retirement
| Plan | 2024 Company contribution | 2024 earnings | 12/31/2024 balance |
|---|---|---|---|
| DCRP (deferred stock units) – Archer | $33,833 | $17,222 | $86,164 |
- DCRP frozen prospectively after March 17, 2025 grant; dollars reallocated to EAIP and LTIP beginning 2025 (CFO EAIP target to 35%; LTIP target to 35% of salary) .
Additional 2024–2025 Highlights Relevant to Incentives and Execution
- Company results: Net income $53.0M, diluted EPS $3.62 in 2024; Q4’24 ROAA 1.01% and ROE 10.99% as profitability improved with NIM expansion .
- Strategic transaction: Closed Northway Financial acquisition on January 2, 2025; combined assets ~ $7.0B at close .
- Say-on-pay support: 96% (2024), 99% (2023), 99% (2022) approval, indicating strong shareholder support for pay design .
- 2025 compensation structure changes: DCRP frozen; higher performance-linked EAIP/LTIP targets to align with market/pay-for-performance .
Performance Compensation – Detailed Tables
EAIP 2024: Archer target and payout
| Metric | Value |
|---|---|
| Target % of eligible earnings | 30% |
| Target dollars | $111,809 |
| Actual payout as % of target | 120.6% |
| EAIP payout ($) | $134,842 |
| MSPP shares acquired (2025 grant for 2024 EAIP) | 862 shares at $31.28; 2-year vest |
LTIP 2024–2026: Archer grant
| Component | Grant % of salary | Grant date | Shares/Value |
|---|---|---|---|
| Restricted stock (service-based) | 12.5% of salary (half of 25% total) | 4/30/2024 | $48,734 (1,561 shares at $31.22) |
| PSUs (performance-based) | 12.5% of salary (half of 25% total) | 4/30/2024 | Target $48,734 (1,561 target units) |
| PSU metrics | Equal-weight Relative Core ROAA and Relative Core ROAE (25th/55th/85th percentiles = 25%/100%/200%) | — | — |
LTIP 2022–2024: outcome and Archer shares
| Metric | Weight | Threshold | Target | Stretch | Actual | Payout |
|---|---|---|---|---|---|---|
| 3-yr cumulative EPS | 50% | $12.70 | $13.02 | $13.67 | $10.76 | 0% |
| Relative Core ROAE (percentile) | 50% | 55th | 65th | 85th | 61st | 80% |
| Blended result | 100% | — | — | — | — | 40% of target |
| Archer PSUs (approved) | — | — | — | — | — | 289 shares, vest 4/26/2025 |
Outstanding equity (12/31/2024) – Archer totals
| Category | Units | Market value |
|---|---|---|
| Unvested stock awards (RS/RSU/MSPP/DCRP credited shares) | 8,808 | $376,454 |
| PSUs unearned (2022–2024, 2023–2025, 2024–2026) | 3,446 | $147,282 |
Related Party Transactions and Policies
- No related party transactions in 2024 outside ordinary-course extensions of credit on market terms; outstanding loans to directors and executive officers (aggregate) ~$538,500 as of 12/31/2024, made per Regulation O and SOX allowances .
- Equity plan best practices: double-trigger vesting on CIC; no option repricing; no dividends on unvested awards; awards subject to clawback; no excise tax gross-ups (net-better cutback used) .
Risk Indicators and Red Flags
- Hedging/pledging prohibited for officers; policy-based control reduces misalignment risk .
- No options outstanding and no repricing permitted, lowering headline risk .
- Strong say-on-pay track record reduces governance overhang risk .
- Non-compete/non-solicit of six months under CIC agreements provides modest post-employment protection; equity is double-trigger, supporting retention around corporate events .
Investment Implications
- Pay-for-performance alignment has tightened: DCRP frozen and dollars shifted to performance-driven EAIP/LTIP; 2025 targets increased (CFO EAIP 35%, LTIP 35% of salary), raising variable pay tied to multi-year ROAA/ROAE relative metrics .
- Near-term supply considerations: 289 PSUs from 2022–2024 vest April 26, 2025; additional 1/3 tranches of 2024 restricted stock vest annually from April 30, 2025; MSPP grants vest two years post-grant—potential episodic liquidity if shares are sold to cover taxes, though no selling intent is disclosed .
- Retention and CIC economics: For Archer, CIC severance at 2x salary+bonus average plus equity acceleration (double-trigger) totals ~$1.41M in the 12/31/2024 scenario, indicating meaningful retention value and manageable shareholder cost with “best-net-benefit” cutback .
- Ownership alignment: Archer holds 10,734 shares with additional unvested and target PSU exposure; subject to stock ownership guidelines with required milestones (1x salary by 2027; 2x by 2032), and anti-hedging/pledging policy .
- Execution track record in 2024 (EPS/ROA/ROE up; NIM expansion; Northway closed) supports incentive payouts and signals disciplined financial management under CFO leadership, though relative performance under the 2022–2024 LTIP paid below target, emphasizing the stretch embedded in PSU metrics .