Patricia A. Rose
About Patricia A. Rose
Executive Vice President, Retail & Mortgage Banking at Camden National Corporation (CAC); age 61 and a named executive officer for 2024–2025 . She has met the company’s stock ownership guidelines; her guideline timeline references an initial base salary date in September 2017 (implying executive tenure at CAC since at least 2017) with a requirement to hold 2x base salary by September 2027 . Company performance in 2024 improved materially: net income rose 22% to $53.0M with diluted EPS of $3.62; net interest margin expanded each quarter; ROAA and ROE improved to 0.92% and 10.36% respectively; the Northway acquisition closed Jan 2, 2025, taking total assets to ~$7.0B .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Camden National Corporation | EVP, Retail & Mortgage Banking | 2017–Present (inferred from ownership guideline start date) | Leads retail and mortgage banking franchises |
Note: No prior employers or additional roles for Ms. Rose were disclosed in the reviewed proxy statements.
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | — | — | No external directorships or outside roles disclosed for Ms. Rose in CAC proxies reviewed . |
Fixed Compensation
| Year | Base salary rate ($) | Source/notes |
|---|---|---|
| 2023 | 319,331 | Effective 2/26/23 |
| 2024 | 340,000 | Effective 2/25/24 |
| 2025 | 360,000 | Effective 2/23/25 (5.88% increase) |
Performance Compensation
Executive Annual Incentive Program (EAIP) – 2024 design and results
- Structure: 75% Company Performance Factor + 25% Individual Performance Factor; payout range 0–150% of target .
- Company scorecard metrics and outcomes:
| Metric (weight) | Threshold | Target | Stretch | Actual FY2024 | 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 Performance Factor | 110.8% |
- Ms. Rose 2024 EAIP payout:
| Item | Value |
|---|---|
| Target opportunity (% of eligible earnings) | 30% |
| Actual payout (% of target) | 114.4% |
| Actual payout ($) | 115,274 |
Historical note (2023): The EAIP paid 0% (NIBT below threshold), but the Compensation Committee awarded a special discretionary cash bonus equal to 50% of the target (15% of eligible earnings for non-CEO NEOs); Ms. Rose received $47,632 on Mar 7, 2024 . The EAIP was redesigned to a scorecard in 2024 from a single-metric NIBT design in 2023 .
Management Stock Purchase Program (MSPP)
- 2024 MSPP (from 2023 bonus): Ms. Rose purchased 387 restricted shares at $24.58 (25% discount vs. $32.77 market on Mar 7, 2024), 2-year cliff vest .
- 2025 MSPP (from 2024 EAIP): Ms. Rose had already met ownership guidelines; participants listed did not include her .
| Grant date | Shares | Price mechanics | Vesting |
|---|---|---|---|
| 2024-03-07 | 387 | $24.58 per share (25% discount to $32.77) | 2-year cliff |
Long-Term Incentive Program (LTIP)
- 2024–2026 grant: 50% restricted stock (time-based, 1/3 vest annually), 50% performance share units (PSUs) with 3-year cliff; performance metrics are relative Core ROAA and relative Core ROAE vs. S&P U.S. SmallCap Banks (25th/55th/85th percentile for threshold/target/stretch) .
| LTIP cycle | Grant as % of salary | Total value ($) | Service-based value ($) | Performance-based value ($) | Key metrics |
|---|---|---|---|---|---|
| 2024–2026 | 25% | 84,980 | 42,490 | 42,490 | Relative Core ROAA and ROAE (equal weight) |
- 2022–2024 LTIP payout: Committee approved 40% of target based on 0% for 3-yr cumulative diluted EPS and 80% of target for relative Core ROAE; Ms. Rose’s PSUs approved for issuance: 332 shares (vest 2025-04-26) .
| LTIP cycle | EPS component | Relative Core ROAE | Total PSU payout |
|---|---|---|---|
| 2022–2024 | 0% of target | 80% of target | 332 shares to Ms. Rose |
Equity Ownership & Alignment
- Beneficial ownership (record date Mar 26, 2025): 16,359 shares for Ms. Rose. Includes 2,849 unvested restricted/MSPP shares that carry voting rights .
- Unvested awards at 12/31/2024 (market value at $42.74):
| Category | Units/shares | Value ($) |
|---|---|---|
| Unvested RSUs (2023 two-year RSU + other) | 2,471 | 105,611 |
| Unvested restricted stock (various grants) | 1,361 + 823 + 278 | 58,169 + 35,175 + 11,882 |
| MSPP restricted shares (2023, 2024 grants) | 556 + 387 | 23,763 + 16,540 |
| DCRP deferred stock units (unvested/vesting to 65) | 2,212 | 94,541 |
| PSUs at target (2022–2024, 2023–2025, 2024–2026) | 832 + 1,235 + 1,361 | 35,560 + 52,784 + 58,169 |
- Ownership policy: Executives must meet stock ownership multiples; Ms. Rose has met requirements (1x by Oct 2022 and 2x by Sep 2027) .
- Hedging/pledging: Executives prohibited from hedging; pledging discouraged/prohibited (exceptions may be granted); awards subject to clawback per SEC/NASDAQ rules .
Employment Terms
- Employment agreements: None; CAC does not maintain ongoing employment contracts for continuing NEOs .
- Change-in-Control (CIC) agreements: Double-trigger; for NEOs other than CEO, 24-month benefit period; cash severance 2x (base salary + 3-yr average bonus); continuation of group medical benefits; 6-month non-compete and non-solicit; “best-net-benefit” 280G cutback .
Potential payments (as if event occurred 12/31/2024)
| Scenario | Component | Ms. Rose ($) |
|---|---|---|
| Death/Disability | DCRP acceleration | 94,541 |
| Restricted stock acceleration | 225,457 | |
| PSU acceleration (target for open cycles) | 110,953 | |
| Total | 430,951 | |
| CIC + qualifying termination | Cash severance | 875,088 |
| Health benefits (incl. limited gross-up) | 27,957 | |
| DCRP acceleration | 94,541 | |
| Restricted stock acceleration | 225,457 | |
| PSU acceleration (max for 2022–2024; target for 2023–2026 cycles) | 182,072 | |
| Total | 1,405,115 |
Investment Implications
- Alignment: High equity orientation with balanced pay-for-performance. 2024 EAIP used a diversified scorecard; LTIP uses relative Core ROAA/ROAE vs. small-cap bank peers; stock ownership guidelines met; hedging/pledging prohibited; clawback in place—favorable governance signals .
- Retention and selling pressure: Near-term vesting includes 2-year MSPP cliffs (2024 grant vests 2026), 1/3 annual vesting on restricted stock (2024–2026), and PSU cliffs in 2026/2027; these schedules can create periodic liquidity events but also support retention .
- Pay structure changes: 2025 freeze of the Defined Contribution Retirement Plan (DCRP) with reallocation to higher at-risk EAIP/LTIP targets increases performance linkage (CEO +5% EAIP to 55% and LTIP to 80%; other NEOs +5% EAIP to 35% and LTIP to 35%)—a shareholder-friendly shift .
- Watch items: Discretionary cash bonuses were used for 2023 when the EAIP paid 0%, which can be a modest red flag on pay-for-performance stringency; however, the committee cited retention concerns amid industry disruption and subsequently moved to a more multi-metric EAIP in 2024 .
- Governance backdrop: No excise tax gross-ups; double-trigger equity acceleration; plan prohibits option/SAR repricing or cash buyouts; annual strong Say-on-Pay support (2022–2024 approval: 98–99–96%)—constructive shareholder posture .
Key company context for 2024: net income $53.0M (+22% YoY), EPS $3.62 (+22%), NIM up quarterly to 2.57% in Q4; ROAA 0.92%, ROE 10.36%; Northway acquisition closed Jan 2, 2025—supporting future scale **[750686_0000750686-25-000164_cac-20250404.htm:54]** **[750686_0000750686-25-000164_cac-20250404.htm:53]**.