Robert D. Merrill
About Robert D. Merrill
Robert D. Merrill, age 70, is an independent director of Camden National Corporation (CAC). He is President of Merrill Furniture in Ellsworth, Maine (since 1998) and a director of Merrill Blueberry Farms, bringing small-business operating experience, commodity market strategy, and financial analysis expertise to the board. He joined the Company’s board in 2022 and has served on the Camden National Bank board since 2011, contributing strongly to technology oversight and bank asset-liability and trust governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ellsworth Business Development Committee | Member | — | Former service contributing local business development perspective |
| Maine Coast Memorial Hospital | Treasurer, Vice Chair, Chair | — | Board leadership; chaired Emergency Department Capital Campaign |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Furniture (Ellsworth, ME) | President | 1998–present | Small business operator; technology and banking needs inform Technology Committee insights |
| Merrill Blueberry Farms | Director | — | Provides commodity market and finance perspective |
| Camden National Bank (subsidiary) | Director; Chair of Directors Asset Liability Committee; Chair of Trust Committee | Bank director since 2011 | Chairs bank ALCO and Trust committees; strategic decision-making and operations experience |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director under NASDAQ standards |
| Company committees | Technology Committee member |
| Bank roles | Chair, Directors Asset Liability Committee; Chair, Trust Committee |
| Attendance (2024) | Each director attended >90% of Board and assigned committee meetings; all directors attended the 2024 annual meeting |
| Tenure on boards | CAC director since 2022; Camden National Bank director since 2011 |
| Mandatory retirement | Directors offer retirement at age 75 per Corporate Governance Guidelines |
| Anti-hedging/pledging | Hedging prohibited; pledging prohibited except for approved exceptions |
| Stock ownership guideline | Directors must beneficially own $150,000 in CAC stock; all directors met or will meet requirement as of proxy date |
| Technology Committee cadence | Technology Committee met four times in 2024 |
The Board is fully declassified, with all directors elected annually beginning in 2025; majority vote standard applies in uncontested elections .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $41,000 | Includes committee fees received from the Bank |
| Stock Awards ($) | $35,014 | Annual independent director grant (IDECP) |
| Total ($) | $76,014 | Sum of cash fees and equity grant |
| Director Compensation Program | Chair ($) | Member ($) | Meeting Fee ($) | Annual Equity Grant ($) |
|---|---|---|---|---|
| CAC Board (2024) | 60,000 (Company Chair $35,000; Bank Chair $25,000) | 20,000 | 1,000 | 35,000 |
| Audit Committee (2024) | 10,000 | — | 825 | — |
| Compensation Committee (2024) | 7,500 | — | 825 | — |
| Corporate Governance & Risk (2024) | 7,500 | — | 825 | — |
| Other Committees (Capital Planning, Technology, Bank committees) (2024) | — | — | 500 | — |
| Director Compensation Program Changes (Effective 2025) | Chair ($) | Member ($) | Annual Equity Grant ($) |
|---|---|---|---|
| CAC Board | 60,000 (Company Chair $35,000; Bank Chair $25,000) | 45,000 | 35,000 |
| Audit Committee | 20,000 | 10,000 | — |
| Compensation Committee | 12,500 | 6,000 | — |
| Corporate Governance & Risk | 12,500 | 6,000 | — |
| Other Committees (Capital Planning, Technology, Investment/ALCO, Credit, Trust) | 5,000 | 2,500 | — |
Directors may elect to defer retainers and fees under the Director Deferred Compensation Plan, with distributions from general assets under Compensation Committee oversight .
Performance Compensation
| Metric/Term | Detail |
|---|---|
| Annual equity grant | 1,080 shares on May 31, 2024 (prior trading day to June 1 grant date) |
| Grant-date price and value | Closing price $32.42; aggregate grant-date fair value ~$35,014 |
| Vesting terms | Shares fully vested on grant; not subject to restrictions |
| Options | As of Dec 31, 2024, independent directors held no unvested stock or unexercised options |
| Performance metrics tied to director equity | None disclosed; IDECP grants are time-vested at grant |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed; “Other Directorships” lists Camden National Bank |
| Compensation Committee interlocks | None; Company reports no compensation committee interlocks |
Expertise & Qualifications
- Technology and banking access needs from operating a small business; serves on Technology Committee .
- Commodity market strategies and financial analysis; chairs bank ALCO and Trust Committees .
- Strategic decision-making, operations, and growth experience; recognized community leadership (2010 Ellsworth Chamber “Citizen of the Year”) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 9,615 shares |
| Ownership % of outstanding | <1% |
| Unvested equity | None; independent directors held no unvested stock at 12/31/2024 |
| Options (exercisable/unexercisable) | None; independent directors held no unexercised options at 12/31/2024 |
| Hedging/pledging | Prohibited for directors; pledging only with approved exceptions |
| Director stock ownership guideline | $150,000 market value; all directors met or will meet requirement |
Governance Assessment
- Board effectiveness: Merrill is independent, engaged via Technology Committee and chairs critical bank committees (ALCO and Trust); attendance exceeded 90%, with full annual meeting participation, supporting high engagement .
- Compensation alignment: Director pay is modest and balanced (cash $41,000; equity $35,014 in 2024), with annual equity grants fully vested at grant; no options outstanding—reduces risk of misaligned incentives and complexity .
- Ownership and conduct: Beneficial ownership of 9,615 shares with anti‑hedging/pledging restrictions and $150,000 ownership guideline compliance enhances alignment; no director-level pledging disclosed .
- Related-party exposure: Company reports no related party transactions in 2024 beyond ordinary-course loans to directors and executives, made on substantially the same terms as for comparable customers, overseen per policy—limits conflict risk though individual loan details are not disclosed .
RED FLAGS: None disclosed specific to Merrill. Company-wide safeguards include independence determinations, anti‑hedging/pledging, mandatory retirement at 75, and absence of compensation committee interlocks; ongoing ordinary-course banking relationships are monitored under the Related Party Transactions Policy .