Raina L. Maxwell
About Raina L. Maxwell
Independent director at Camden National Corporation (CAC), age 53, appointed to the Board on February 25, 2025. She is Vice President, Controller at L.L.Bean, overseeing Accounting, Tax, Treasury, and Financial Operations; previously led L.L.Bean’s customer satisfaction program for over 13 years. Maxwell holds an MBA from the University of Virginia and a BA in economics and international affairs from the University of New Hampshire. She also serves on the Camden National Bank board and is classified as independent under NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L.L.Bean, Inc. | Vice President, Controller | Recently named; current | Oversees Accounting, Tax, Treasury, Financial Operations |
| L.L.Bean, Inc. | Vice President, Customer Satisfaction | 2011 onward; over 13 years | Built and led award‑winning customer satisfaction program across channels |
| Standard & Poor’s Corporate Value Consulting (formerly PwC) | Finance roles | Not disclosed | Strategic financial planning experience |
| CARANA Corporation | Finance roles | Not disclosed | Financial and strategic roles |
| Washington Capital Associates | Finance roles | Not disclosed | Financial and strategic roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Camden National Bank | Director | 2025 | Subsidiary board service |
| Wolfe’s Neck Center for Agriculture & the Environment | Director (completed 9 years), Treasurer, Chair of Finance Committee | Not disclosed | Financial stewardship; chaired finance |
Board Governance
- Independence: Maxwell is one of eleven independent directors on CAC’s twelve‑member board; independence determined per NASDAQ listing standards.
- Appointment/tenure: Board size increased and Maxwell appointed February 25, 2025; all directors now elected annually (declassified board).
- Committee assignments: Not disclosed for Maxwell as of the 2025 proxy; committee roster shows her as a director, with specific memberships not indicated.
- Executive sessions: Independent directors meet in executive session periodically; Chair is independent and separate from CEO.
- Attendance: In 2024, all directors (then‑serving) attended over 90% of Board and committee meetings; all directors attended the 2024 annual meeting (Maxwell was appointed in 2025).
- Director stock ownership guidelines: Directors must own Qualifying Shares valued at $150,000; as of the proxy date, all directors met or will meet the requirement.
- Anti‑hedging/pledging: Directors and officers are prohibited from hedging CAC stock and pledging shares (exceptions to pledging may be granted for good cause).
Fixed Compensation
| Component (2025 Program) | Chair ($) | Member ($) |
|---|---|---|
| Board Annual Retainer | $60,000 | $45,000 |
| Audit Committee Retainer | $20,000 | $10,000 |
| Compensation Committee Retainer | $12,500 | $6,000 |
| Corporate Governance & Risk Committee Retainer | $12,500 | $6,000 |
| Other Committees (Capital Planning, Technology, Bank Committees) Retainer | $5,000 | $2,500 |
Notes:
- 2025 program eliminates Board and committee meeting fees, shifting to higher annual retainers.
- Board Chair receives $35,000 for Company Board and $25,000 for Bank Board within the $60,000 total Chair amount.
Performance Compensation
| Equity Program | Grant Value | Vesting | Key Features |
|---|---|---|---|
| Independent Directors’ Equity Compensation Program (IDECP) | $35,000 annual grant | Vesting terms set annually by Compensation Committee; in 2024 grants to directors were fully vested on grant date (1,080 shares; $35,014 fair value) | Awards subject to clawback policies ; no excise tax gross‑ups ; prohibition on dividends on unvested awards ; double‑trigger change‑in‑control vesting under Plan |
- Plan Administration: The 2022 Equity & Incentive Plan (amended in 2025) is administered by the independent Compensation Committee.
- Change‑in‑Control: Double‑trigger acceleration if termination without cause or for good reason within two years post‑CIC; performance awards deemed earned at target and continue service‑based vesting per plan terms.
- Clawback: Awards are subject to CAC clawback/recapture policy.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Camden National Bank (subsidiary) | Private (subsidiary) | Director | Normal subsidiary governance alignment |
| L.L.Bean, Inc. | Private | VP, Controller | No related‑party transactions disclosed with CAC in 2024; loans to directors/executives were ordinary course and market terms under Regulation O/SOX. |
| Wolfe’s Neck Center | Non‑profit | Former Director, Treasurer, Finance Chair | Non‑profit; no CAC related‑party transactions disclosed. |
Expertise & Qualifications
- Finance/accounting and treasury leadership; controller oversight across accounting, tax, treasury, and financial operations at L.L.Bean.
- Customer experience and strategic planning competency from leading L.L.Bean’s customer satisfaction program for over 13 years.
- Prior corporate finance/valuation roles (Standard & Poor’s Corporate Value Consulting/PwC) support analytical rigor and risk oversight.
- Community engagement and board finance leadership (Wolfe’s Neck Center).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Raina L. Maxwell | 460 | <1% | As of record date March 26, 2025 (16,885,571 shares outstanding) |
| Director Ownership Guideline | $150,000 Qualifying Shares threshold | — | All directors met or will meet guideline as of proxy date. |
| Hedging/Pledging | Prohibited | — | Strengthens alignment; exceptions to pledging only for good cause. |
Governance Assessment
- Independence and structure: Maxwell is independent; CAC’s Chair is independent and separate from CEO; independent directors hold executive sessions—supportive of strong board oversight.
- Ownership alignment: She held 460 shares as of March 26, 2025, with policy requiring $150,000 in Qualifying Shares; the proxy notes all directors met or will meet guidelines—monitor progression given her new tenure.
- Compensation mix: 2025 director program shifts from meeting fees to higher fixed retainers, with an equity grant of $35,000; no performance metrics on director equity (fully vested in 2024), but clawback, CIC double‑trigger, and anti‑hedging policies mitigate risk of misalignment.
- Conflicts/related‑party exposure: No related party transactions in 2024 beyond ordinary course director/executive loans at market terms; nothing specific to Maxwell disclosed.
- Engagement: Board attendance in 2024 exceeded 90% for then‑serving directors; Maxwell joined in 2025 (committee assignments for her not disclosed yet).
- Shareholder sentiment: Say‑on‑Pay support was high (96% in 2024; 99% in 2023; 99% in 2022), indicating general investor confidence in CAC’s compensation governance.
RED FLAGS: None disclosed specific to Maxwell. Items to monitor: build‑up toward $150,000 stock ownership guideline given recent appointment; confirm committee assignments and meeting attendance in the next proxy; any emerging related‑party transactions (none disclosed for 2024).