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Rebecca K. Hatfield

Director at CAMDEN NATIONAL
Board

About Rebecca K. Hatfield

Independent director of Camden National Corporation (CAC) since 2022; age 47. Chief Strategy and Growth Officer at Hancock Lumber; previously President & CEO of Avesta Housing (Sep 2022–Dec 2024) and earlier Senior Vice President at Citigroup. Serves on CAC’s Capital Planning Committee and at the bank subsidiary level on the Asset Liability Committee; designated as an independent director under Nasdaq rules. Recognitions include Mainer of the Year (2022) and Mainebiz Women to Watch (2021); MaineHousing Stephen B. Mooers Award (2023) .

Past Roles

OrganizationRoleTenureCommittees/Impact
Avesta HousingPresident & CEOSep 2022 – Dec 2024Led nonprofit affordable housing provider; oversight of development, construction, property management
CitigroupSenior Vice President (private, commercial, corporate banks)Not disclosedFinance focus: deal structuring, underwriting, risk, portfolio and relationship management
Prior technical rolesSoftware & network engineer5 years (dates not disclosed)Technology experience complements risk/operations lens

External Roles

OrganizationRoleTenureNotes
Hancock LumberChief Strategy & Growth OfficerCurrentStrategic leadership role
Genesis Community Loan FundBoard ChairCurrentCommunity finance; chair role
John T. Gorman FoundationBoard memberCurrentPhilanthropic foundation board
Camden National Bank (subsidiary)DirectorCurrent“Other Directorships: Camden National Bank”

Board Governance

  • Structure and independence
    • Independent director; the Board Chair is independent and board leadership is separated from the CEO .
    • Board declassified; all directors now stand for annual election starting with 2025 meeting .
  • Committees (CAC)
    • Capital Planning Committee (member). Also serves on Camden National Bank’s Asset Liability Committee (bank-level) .
  • Attendance and engagement
    • In 2024, the Board held 12 regular and 3 special meetings; every director attended over 90% of Board and committee meetings, and all directors attended the 2024 annual meeting .
  • Policies enhancing alignment
    • Director stock ownership guideline: $150,000; all directors met or will meet the requirement as of the proxy date .
    • Anti-hedging and anti-pledging: directors/officers prohibited from hedging and pledging company stock (exceptions to pledging only for good cause) .

Fixed Compensation

Component2024 Terms (structure)2024 Actual (Hatfield)2025 Terms (structure change)
Board annual retainer (member)$20,000Included in cash fees$45,000 (meeting fees eliminated)
Board meeting fees$1,000 per meetingIncluded in cash feesEliminated; moved to retainers
Committee meeting fees$825 (Audit/Comp/Gov); $500 (Capital Planning/Technology/Bank committees)Included in cash feesCommittee member retainers: Audit $10k; Comp $6k; Gov/Risk $6k; Other committees $2.5k (chairs higher)
Equity grant (IDECP)~$35,000 annual grant; fully vested on grant$35,014 (1,080 shares on 5/31/2024 at $32.42)No change to amount/practice
Total 2024 director compensation (Hatfield)Cash: $42,000; Stock awards: $35,014; Total: $77,014
Fees taken in stock in lieu of cash (Hatfield)Optional election1,153 shares received in lieu of cash fees in 2024
Citations: structure ; equity grant specifics and 2024 actuals including 1,080 shares and $35,014 fair value and cash/total amounts .

Performance Compensation

  • Director pay is not tied to performance metrics; annual equity grants to independent directors are time-based and fully vested at grant (no TSR, financial, or ESG conditions) . | Equity Award Element | Grant date | Shares | Fair Value | Vesting | Performance Metrics | |---|---|---|---|---|---| | Independent Director Equity Grant (IDECP) | 2024-05-31 | 1,080 | $35,014 | Fully vested on grant | None |

Other Directorships & Interlocks

CompanyTypePublic?Role/Notes
Camden National BankSubsidiaryNo (subsidiary)Director
Genesis Community Loan FundNonprofitNoBoard Chair
John T. Gorman FoundationFoundationNoBoard Member
  • No other public company directorships disclosed; limited risk of public-company interlocks based on proxy disclosure .

Expertise & Qualifications

  • Finance and risk management (15+ years): deal structuring, underwriting, risk analysis, portfolio and relationship management (Citigroup) .
  • Real estate development and property management; leadership in nonprofit affordable housing (Avesta) .
  • Technology background (5 years as software/network engineer), useful for oversight of bank technology and risk .
  • Awards: Mainer of the Year (2022); Mainebiz Women to Watch (2021); MaineHousing Stephen B. Mooers Award (2023) .

Equity Ownership

HolderBeneficial Shares% of Shares OutstandingNotes
Rebecca K. Hatfield5,659<1%As of record date; included in Directors/NEOs table
Ownership guideline$150,000All directors met or will meet guideline as of proxy date
Hedging/PledgingProhibitedHedging and pledging prohibited for directors/officers (pledging exceptions only for good cause)

Governance Assessment

  • Strengths
    • Independent director with strong finance, risk, and housing/real estate operating experience aligned with a regional bank’s risk and community focus .
    • High engagement: >90% attendance and participation; Board conducts annual evaluations; independent chair structure .
    • Alignment: annual director equity grant; ability to elect fees in stock (Hatfield elected shares); ownership guideline in place; anti-hedging/pledging policy reduces misalignment risk .
    • Clean related-party profile: no related party transactions in 2024 beyond ordinary-course regulated insider lending across the organization, with policies under Reg O and board oversight .
  • Watch items
    • No disclosed public-company board experience; however, substantial operating/finance background may offset this. No specific red flags identified regarding attendance, conflicts, pledging, or option repricing in the director program .
  • Broader context signals
    • Say-on-pay support remains robust (96% in 2024; 99% in 2023 and 2022), indicating overall shareholder confidence in governance and pay practices, though this reflects executive pay rather than director pay .
    • Board declassification completed; annual elections heighten director accountability going forward .