Robin A. Sawyer
About Robin A. Sawyer
Independent director of Camden National Corporation (CAC); age 57 as of December 31, 2024. Reappointed to the Board in 2018 after previously serving from 2004–2017. Chairs the Capital Planning Committee and serves on the Compensation Committee and the Corporate Governance & Risk Committee. Certified Public Accountant; prior senior finance roles at WEX Inc. and Fairchild Semiconductor shape her capital management and financial reporting expertise .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| WEX Inc. | Vice President, Corporate Finance and Corporate Controller | Served five years prior to retirement in 2018 | Corporate finance, capital management experience supporting Capital Planning chair role |
| Fairchild Semiconductor International, Inc. | Vice President and Corporate Controller | More than ten years | Large public company financial reporting and controls |
| Cornerstone Brands, Inc. | Director of Financial Planning and Reporting | Not disclosed | Forecasting and planning capabilities |
| Baker, Newman & Noyes, LLC; Ernst & Young | Public accounting | Not disclosed | CPA and audit foundation |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Camden National Bank (subsidiary) | Director | Current |
| Gulf of Maine Research Institute | Director; Treasurer; Chair, Finance Committee; Executive Committee member | Served until June 2021; also served on board of subsidiary Gulf of Maine Properties, Inc. |
Board Governance
- Independence: Deemed independent under NASDAQ rules; Board lists Sawyer among 11 of 12 independent directors .
- Committees: Chair, Capital Planning; Member, Compensation; Member, Corporate Governance & Risk .
- Compensation Committee independence: No interlocks; 2024 members were McCarthy (Chair), Page, Sawyer, Sterrs .
- Attendance: In 2024, each director attended over 90% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board structure: Board fully declassified beginning with 2025 annual meeting; majority vote standard in uncontested elections; advance resignation policy for unelected directors .
- Leadership: Board Chair is independent; Chair also leads Corporate Governance & Risk Committee; independent directors meet in executive session .
- Ownership policy: Directors must beneficially own $150,000 in CAC stock; all directors met or will meet the guideline as of proxy date .
- Trading/pledging: Anti‑hedging and anti‑pledging policy prohibits hedging and pledging of CAC stock (with limited exceptions for pledging by exception) .
Fixed Compensation
| Component | 2024 Detail | 2025 Structure |
|---|---|---|
| Board cash compensation | Sawyer: Fees earned $52,200 | Meeting fees eliminated; Board member annual retainer increased to $45,000; Board Chair $60,000 (split $35,000 Company/$25,000 Bank) |
| Committee retainers | Paid per‑meeting in 2024; e.g., Audit $825; Compensation $825; Governance & Risk $825; other committees $500 | Annual committee retainers: Audit $10,000 (members)/$20,000 (chair); Compensation $6,000/$12,500; Governance & Risk $6,000/$12,500; Capital Planning, Technology, Investment/ALCO, Credit, Trust $2,500/$5,000 |
| Equity grant | 1,080 fully vested shares on May 31, 2024; grant date fair value $35,014 (~$35,000 policy) | Annual equity grant remains $35,000 |
| Total 2024 director comp (Sawyer) | $87,214 total ($52,200 cash; $35,014 equity) | N/A |
Performance Compensation
- Independent Directors’ Equity Compensation Program grants are time‑based and were fully vested upon grant in 2024 (not performance‑based). Each independent director received 1,080 shares on May 31, 2024, valued at ~$35,000 based on closing price; no unvested stock or options outstanding for independent directors as of December 31, 2024 .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Camden National Bank (subsidiary) | Director | Current directorship |
| Compensation Committee Interlocks | None | Company reports no interlocks for 2024 |
Expertise & Qualifications
- CPA; deep public company controllership and corporate finance experience (WEX, Fairchild) .
- Board skills matrix denotes Accounting expertise and Audit/Compensation/Corporate Governance experience among her attributes .
- Chairing Capital Planning reflects capital adequacy, deployment, and regulatory capital oversight experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As‑of Date/Notes |
|---|---|---|---|
| Robin A. Sawyer | 9,462 | * (<1%) | Record date March 26, 2025; company total shares outstanding 16,885,571 |
| Directors’ equity posture | None of the independent directors held unvested stock or unexercised options at 12/31/2024 | — | Fully vested annual grants; no options outstanding |
| Policy constraints | Anti‑hedging and anti‑pledging policy in effect | — | Applies to directors and officers |
| Ownership guideline | $150,000 required; all directors met/will meet | — | As of proxy date |
Governance Assessment
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Strengths and signals supportive of investor confidence:
- Independence, multi‑committee service, and chairing of Capital Planning suggest strong oversight of capital, liquidity, and regulatory capital compliance .
- High attendance (over 90%) and independent Board leadership structure indicate effective board engagement and oversight .
- Robust director ownership guideline and prohibitions on hedging/pledging align director interests with shareholders and mitigate misalignment risks .
- Company reports no related‑party transactions in 2024 (other than ordinary‑course director/executive lending within Regulation O on market terms), reducing conflict risk .
- Shareholder support for executive pay has been strong (Say‑on‑Pay approval 96% in 2024; 99% in 2023 and 2022), indicating broader confidence in compensation governance .
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Watch items:
- Independent director equity awards are fully vested on grant (time‑based), not performance‑conditioned; while common for directors, it provides less explicit performance linkage than PSUs .
- 2025 fee structure shifts away from per‑meeting fees toward higher fixed retainers and committee retainers; increases fixed cash mix but also simplifies and modernizes director pay structure .
Note on insider transactions: Attempted to retrieve recent Form 4 transactions for “Robin Sawyer” at CAC; tool access returned an authorization error, so no incremental Form 4 activity is included here beyond beneficial ownership reported in the proxy .
Appendix: Key Committee Definitions (Context)
- Capital Planning Committee: Oversees capital management, generation and deployment; monitors regulatory capital compliance .
- Compensation Committee: Oversees director and executive compensation; engages independent consultants (Meridian) and counsel (Sullivan & Cromwell); Committee independence affirmed; no interlocks .
- Corporate Governance & Risk Committee: Oversees governance, ERM framework, Board evaluations, and shareholder engagement on responsibility matters .