Ryan A. Smith
About Ryan A. Smith
Ryan A. Smith is Executive Vice President and Chief Credit Officer of Camden National Corporation, age 52, serving as CCO since December 2023 and with the company since 2012 . Company performance during 2024 included diluted EPS of $3.62, net income of $53.0 million, and cumulative TSR value of $113.70 from a fixed $100 baseline, reflecting recovery vs 2023; CAC also reported peer group TSR of $132.44 . No education credentials are disclosed in the proxy/10-K for Mr. Smith; background comprises commercial banking, credit administration, and line leadership across CAC and prior institutions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Camden National Bank | EVP, Chief Credit Officer | Dec 2023–present | Oversees credit risk, portfolio quality, underwriting; key role through Northway acquisition integration . |
| Camden National Bank | EVP, Commercial Banking | 2020–2023 | Led commercial banking line; growth and relationship management . |
| Camden National Bank | SVP, Director of Credit Administration | 2019 | Strengthened credit policies and oversight . |
| Camden National Bank | Director, Commercial Banking (Central & Midcoast Maine) | 2015–2019 | Regional growth, portfolio development . |
| Camden National Bank | Led Southern Maine commercial banking & treasury management | 2012–2015 | Built market footprint and treasury capabilities . |
| People’s United Bank / Maine Bank & Trust | Commercial banking and credit roles | 10 years prior to 2012 | Multi-year credit and commercial banking experience . |
| Ford Motor Credit | Early career | Prior to banking | Consumer/commercial credit foundations . |
External Roles
No external board or committee roles disclosed for Mr. Smith in the 2025 proxy or 2024 10-K .
Fixed Compensation
| Item | 2024 | 2025 (effective Feb 23, 2025) |
|---|---|---|
| Base salary ($) | $350,000 | $360,000 (2.86% increase) |
| Summary Compensation (2024) | Amount ($) |
|---|---|
| Salary | $350,000 |
| Bonus | — |
| Stock Awards (total) | $119,470 |
| Non-Equity Incentive Plan Compensation | $96,076 |
| All Other Compensation | $55,181 |
| Total | $620,727 |
Performance Compensation
EAIP (Executive Annual Incentive Program) – 2024
| Component | Detail |
|---|---|
| Target bonus % of eligible earnings | 30% |
| Target ($) | $105,000 |
| Company Performance Factor weighting | 75% (scorecard) |
| Individual Performance Factor weighting | 25% |
| Company Performance metrics | Adjusted PPNR+NCO (50%), Adjusted ROAA (30%), Consumer NPS (20%) |
| Company Performance actual weighted payout | 110.8% |
| Actual payout as % of target (Smith) | 114.4% |
| EAIP payout ($) | $120,068 |
| Non-Equity Incentive Plan Compensation recognized | $96,076 (cash reported in SCT; MSPP participation can reduce cash) |
| 2024 EAIP Payout Calculation (Smith) | Value |
|---|---|
| Target opportunity ($) | $105,000 |
| Actual % of target | 114.4% |
| EAIP payout ($) | $120,068 |
| Notes | Mandatory MSPP participation at 20% until ownership guideline met; MSPP grants at 25% discount in 2025 for 2024 EAIP . |
LTIP (Long-Term Incentive Program)
| Cycle | Performance metrics | Weighting | Target/Threshold/Stretch | Actual | Payout |
|---|---|---|---|---|---|
| 2022–2024 | Absolute 3-yr cumulative diluted EPS | 50% | $12.70 / $13.02 / $13.67 | $10.76 | 0% (for this metric) |
| 2022–2024 | Relative Core ROAE (percentile vs SNL Small Cap Banks) | 50% | 55th / 65th / 85th | 61st | 80% (for this metric) |
| 2022–2024 Total | Blended | — | — | — | 40% of target (approved Mar 28, 2025; vest Apr 26, 2025) |
| LTIP payouts approved (2022–2024) | Shares |
|---|---|
| Ryan A. Smith | 322 shares scheduled to vest Apr 26, 2025 |
2024 LTIP Awards (2024–2026 design)
| Award type | Weight | Vesting | Performance metrics (2024 grants) |
|---|---|---|---|
| Restricted Stock | 50% | Ratable, 1/3 per year over 3 years | |
| Performance Share Units | 50% | Cliff at 3 years, subject to Core ROAA and Core ROAE relative targets and continued employment |
Stock Awards Breakdown (2024 SCT)
| Type | Amount ($) |
|---|---|
| LTIP Performance Shares | $43,739 |
| Restricted Shares | $43,739 |
| MSPP | $31,992 |
| Total Stock Awards | $119,470 |
2024 Grants of Plan-Based Awards (detail)
| Plan | Grant date | Number | Grant date fair value ($) |
|---|---|---|---|
| Performance Shares (2024–2026 LTIP target) | 4/30/2024 | 1,401 | $43,739 |
| Restricted Shares (2024–2026 LTIP) | 4/30/2024 | 1,401 | $43,739 |
| MSPP (for 2023 EAIP) | 3/7/2024 | 381 | $3,120 |
| DCRP (Deferred stock units credited) | 3/15/2024 | 1,152 | $35,988 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 14,725 shares (less than 1%) |
| Shares outstanding (record date) | 16,885,571 |
| Ownership as % of shares outstanding | ~0.087% (14,725 ÷ 16,885,571) |
| Unvested RS/MSPP counted for voting | 3,631 shares (included in beneficial ownership footnote) |
| 2022–2024 LTIP performance shares approved for payout (scheduled vest Apr 26, 2025) | 322 shares |
| Stock ownership guideline | 1× Sept 2020 base salary by Sept 2025; 2× by Sept 2030 |
| Guideline status | Initial level met |
| Hedging/Pledging policy | Hedging prohibited; pledging prohibited absent approved exceptions; no margin accounts |
| Options | No options outstanding; company does not grant options or SARs currently |
Outstanding Equity Awards at FY-End (12/31/2024) – Ryan A. Smith
| Grant | Type | Not vested (#) | Market value ($) | Unearned PSUs (#) | Market/payout value ($) |
|---|---|---|---|---|---|
| 3/9/2023 | MSPP | 536 | $22,909 | — | — |
| 3/7/2024 | MSPP | 381 | $16,284 | — | — |
| 4/25/2023 | RSU (cliff 2 yrs) | 2,439 | $104,243 | — | — |
| 3/12/2020 | RSU (5-yr ratable) | 100 | $4,274 | — | — |
| 4/26/2022 | Restricted Shares (3-yr ratable) | 269 | $11,497 | — | — |
| 4/25/2023 | Restricted Shares (3-yr ratable) | 813 | $34,748 | — | — |
| 4/30/2024 | Restricted Shares (3-yr ratable) | 1,401 | $59,879 | — | — |
| Various | DCRP (deferred stock units) | 2,826 | $120,783 | — | — |
| 4/26/2022 | Performance Shares (2022–2024) | — | — | 805 | $34,406 |
| 4/25/2023 | Performance Shares (2023–2025) | — | — | 1,219 | $52,100 |
| 4/30/2024 | Performance Shares (2024–2026) | — | — | 1,401 | $59,879 |
| Total | — | 8,765 | $374,617 | 3,425 | $146,385 |
Nonqualified Deferred Compensation Programs
| Program | 2024 Executive contributions ($) | 2024 registrant contributions ($) | 2024 aggregate earnings ($) | Aggregate balance at YE ($) | Vested units/shares |
|---|---|---|---|---|---|
| DCP (cash-deferred, market options) | $72,827 | $2,003 | $15,246 | $192,166 | — |
| DCRP (deferred stock units; vest ratably to age 65) | — | $35,988 | $26,239 | $157,882 | 868 shares |
Vesting cadence signals:
- RS cliff/ratable schedules as above; MSPP grants from 3/7/2024 vest on 3/7/2026 and 2025 MSPP from 3/6/2025 vest on 3/6/2027 .
- 2022–2024 LTIP payout vests on 4/26/2025; 2023–2025 and 2024–2026 PSUs cliff at 3 years subject to Core ROAA/ROAE .
Employment Terms
| Provision | Details |
|---|---|
| Change-in-control (CIC) severance | Double-trigger; 24-month benefit period for NEOs (CEO 36 months); cash severance of 2.0× base salary + 3-year average bonus for NEOs; employer-paid medical premiums during benefit period; “best-net-benefit” 280G/4999 cutback; six-month post-employment non-compete/non-solicit (CEO 12 months) . |
| Equity acceleration | Double-trigger for DCRP, LTIP, MSPP, RSA, RSU, options (if any) . |
| Clawbacks | Awards subject to company clawback policies; pay-versus-performance recovery rules referenced; plan features include "Awards Subject to Clawback policies" . |
| Options/SARs | No current grants; no repricing/cash buyouts per plan features . |
Potential Payments Upon CIC or Death/Disability (as of 12/31/2024) – Ryan A. Smith
| Scenario | Cash severance ($) | Health benefits ($) | DCRP accel ($) | Restricted stock accel ($) | Performance shares accel ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death/Disability | — | — | $120,783 | $224,605 | $111,979 | $457,367 |
| CIC + qualifying termination | $889,964 | $12,693 | $120,783 | $224,605 | $180,790 | $1,428,835 |
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| CAC Cumulative TSR (value of $100) | 80.73 | 112.11 | 100.49 | 95.46 | 113.70 |
| Peer Group TSR (value of $100) | 90.82 | 126.43 | 111.47 | 112.03 | 132.44 |
| Net Income ($000s) | 59,486 | 69,014 | 61,439 | 43,383 | 53,004 |
| Diluted EPS ($) | 3.95 | 4.60 | 4.17 | 2.97 | 3.62 |
Notes:
- EAIP scorecard uses Adjusted PPNR+NCO, Adjusted ROAA, and Consumer NPS; Company Performance Factor was 110.8% in 2024 .
- CAC completed the Northway acquisition on 1/2/2025, expanding NH footprint; management performance (including Smith’s credit oversight) recognized in EAIP Individual Performance .
Compensation Structure Analysis
- Mix shift toward full-value equity (RS/RSUs, PSUs) with multi-year vesting; no options granted under current policies, reducing repricing risk and option-related volatility .
- EAIP redesigned in 2024 to diversify metrics and widen performance bands; maximum capped at 150% of target; Smith’s payout at 114.4% suggests balanced performance vs targets .
- Mandatory MSPP participation at 20% until guidelines met, creating regular two-year cliff vesting and potential periodic sell pressure post-vesting; Smith’s guideline “Initial Level Met” moderates mandatory MSPP going forward .
Related Party Transactions and Red Flags
- Regulation O compliance and policies governing insider credit; no unfavorable features disclosed .
- Anti-hedging and pledging restrictions; pledging exceptions only by pre-approval; reduces misalignment/loan-collateral risks .
- Plan features include “No Excise Tax Gross Ups”; CIC agreements provide “best-net-benefit” cutbacks, shareholder-friendly .
Equity Ownership & Vesting Pressure Timeline
- Near-term: 2022–2024 LTIP 322 shares vesting on 4/26/2025 ; 2023 RSU cliff vests on 4/25/2025 (2,439 shares) .
- Medium-term: 2024 RS vests ratably through 2027 (1,401 shares; 1/3 per year) ; 2023/2024 MSPP cliffs on 3/7/2026 and 3/6/2027 respectively ; 2023–2025 and 2024–2026 PSUs cliff in 2026 and 2027 subject to performance .
Employment Terms
- CIC protection strengthens retention: 2× salary+average bonus and double-trigger equity acceleration; six-month post-employment restrictive covenants .
- Potential CIC total payout estimated at ~$1.43 million for Smith as of 12/31/2024 .
Investment Implications
- Alignment: High proportion of service- and performance-based equity and mandatory MSPP historically aligns Smith with shareholders; anti-hedging/pledging further strengthens alignment .
- Retention risk: CIC terms and multi-year vesting across RS/RSUs/PSUs, plus DCRP accruals, point to strong retention incentives; restrictive covenants limit post-CIC mobility .
- Trading signals: Watch April 2025 vesting events (322 PSUs, 2023 RSUs cliff) and MSPP cliffs (2026–2027) as potential supply; MSPP discount grants at $31.28 on 3/6/2025 may incentivize holding through cliff .
- Pay-for-performance: EAIP scorecard outcome (110.8% Company factor; 114.4% payout for Smith) and LTIP 40% payout underscore measured linkage to profitability and returns; continued scrutiny on Core ROAA/ROAE relative performance and Adjusted PPNR trajectory is warranted .