S. Catherine Longley
About S. Catherine Longley
S. Catherine Longley, age 70, has served on Camden National Corporation’s Board since 2014 and is the Audit Committee Chair and a member of the Capital Planning Committee. She is the retired Executive Vice President & Chief Operating Officer (2018–2024) and former Vice President & Chief Financial Officer (2016–2018) of The Jackson Laboratory; previously Senior Vice President of Finance & Administration and Treasurer at Bowdoin College for fourteen years; a former partner at Verrill LLP; and former Commissioner of Professional & Financial Regulation in Maine. She holds a BA from Bowdoin College and a J.D. cum laude from Suffolk University Law School; she is Camden’s designated NASDAQ “Financial Expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Jackson Laboratory | Executive Vice President & Chief Operating Officer | 2018–2024 | Led operations; financial oversight experience relevant to Audit Committee leadership |
| The Jackson Laboratory | Vice President & Chief Financial Officer | 2016–2018 | Deep financial reporting and accounting expertise |
| Bowdoin College | Senior Vice President of Finance & Administration and Treasurer | Fourteen years (dates not specified) | Institutional finance and administration leadership; regulatory and fiduciary experience |
| Verrill LLP | Partner | Not disclosed | Legal and regulatory background; Maine Bar member |
| State of Maine | Commissioner of Professional & Financial Regulation | Not disclosed | Banking regulation and oversight experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Maine Maritime Academy | Board of Trustees | Current (as disclosed) |
| Camden National Bank (subsidiary) | Director | Current (as disclosed) |
Board Governance
- Independence: The Board determined Ms. Longley is independent under NASDAQ rules; 11 of 12 directors are independent. Audit, Governance & Risk, and Compensation Committee members meet NASDAQ/SEC/IRS independence standards.
- Attendance: In 2024, the Board held 12 regular and 3 special meetings; each director attended over 90% of their Board and committee meetings, and all directors attended the annual meeting of shareholders.
- Committees and Chair roles: Audit Committee (Chair; designated “audit committee financial expert” per SEC); Capital Planning Committee (member).
- Committee cadence and oversight: Audit Committee met 10 times in 2024, reviews quarterly results, internal controls, regulatory examinations, and meets with auditors in executive session quarterly. Capital Planning Committee met 4 times in 2024 and oversees capital management and regulatory capital compliance.
- Policies: Anti-hedging and anti-pledging policy for directors and officers (exceptions to pledging only for good cause). Mandatory director retirement upon age 75. Director Stock Ownership Guidelines require $150,000 in “Qualifying Shares”; as of the proxy, all directors met or will meet the requirement.
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 56,250 | Includes Board/committee retainers and meeting fees; some directors elect stock in lieu of cash (not specified for Longley) |
| Stock Awards (Grant-Date Fair Value) | 35,014 | Annual independent director grant under IDECP; fully vested at grant |
| Total Non-Employee Director Compensation | 91,264 | Sum of cash fees and equity grant |
| 2024 Director Compensation Components | Chair ($) | Member ($) | Meeting Fee ($) | Annual Equity Grant ($) |
|---|---|---|---|---|
| Camden National Corp Board of Directors | 60,000 (Company Chair); 35,000 (Bank Chair) | 20,000 | 1,000 | 35,000 |
| Audit Committee | 10,000 | — | 825 | — |
| Compensation Committee | 7,500 | — | 825 | — |
| Corporate Governance & Risk Committee | 7,500 | — | 825 | — |
| Other Committees (incl. Capital Planning, Technology, Bank Committees) | — | — | 500 | — |
| 2025 Director Compensation Components | Chair ($) | Member ($) | Annual Equity Grant ($) |
|---|---|---|---|
| Camden National Corp Board of Directors | 60,000 (Company Chair); 35,000 (Bank Chair) | 45,000 | 35,000 |
| Audit Committee | 20,000 | 10,000 | — |
| Compensation Committee | 12,500 | 6,000 | — |
| Corporate Governance & Risk Committee | 12,500 | 6,000 | — |
| Other Committees (Capital Planning, Technology, Investment/ALCO, Credit, Trust) | 5,000 | 2,500 | — |
Structural change: Board/committee meeting fees eliminated effective January 1, 2025; retainer levels increased, and standing committee retainers introduced.
Performance Compensation
| Equity Award Detail | Value |
|---|---|
| Grant program | Independent Directors’ Equity Compensation Program (IDECP) under 2022 Equity & Incentive Plan |
| Grant date and shares | 1,080 shares granted May 31, 2024 (prior trading day to June 1 grant date) |
| Pricing and valuation | Closing price $32.42 per share; grant-date fair value approximately $35,000 (disclosed as $35,014) |
| Vesting | Fully vested at grant; no restrictions |
| Outstanding awards | No unvested stock or unexercised options held by independent directors as of Dec 31, 2024 |
| Performance Metrics Tied to Director Compensation | Status | Evidence |
|---|---|---|
| TSR/Revenue/EBITDA/ESG metrics | None | Director equity grants are time-based and fully vested at grant; no performance conditions disclosed |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Notes |
|---|---|---|---|
| Camden National Bank | Subsidiary | Director | Board service at wholly owned subsidiary |
| Maine Maritime Academy | Public higher education | Trustee | Not a public company board; governance role in academia |
- Compensation consultant: Meridian Compensation Partners engaged annually by the Compensation Committee to review independent director compensation; no changes in 2024; program updated for 2025.
- Interlocks: Company reports no Compensation Committee interlocks.
Expertise & Qualifications
- Designated Audit Committee “financial expert” under SEC rules; NASDAQ “Financial Expert” for the Board.
- Extensive finance, accounting, and regulatory oversight experience from Jackson Laboratory CFO/COO roles and Maine regulatory leadership; legal expertise as a former law firm partner and Maine Bar member.
- Strategic and market knowledge of Maine; service on capital planning matters.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 11,671 |
| Ownership as % of shares outstanding | Less than 1% (per table notation) |
| Vested vs. unvested | No unvested stock; independent directors held no unexercised options as of Dec 31, 2024 |
| Pledging/Hedging | Prohibited; exceptions to pledging may be granted for good cause |
| Stock ownership guidelines | Directors must beneficially own $150,000 in Company stock; all directors met or will meet |
Governance Assessment
- Strengths: Audit Committee Chair with SEC-designated financial expert status; robust committee cadence (10 audit meetings in 2024) and quarterly executive sessions with auditors; >90% attendance and full annual meeting attendance; independence affirmed; strong anti-hedging/anti-pledging policy; clear stock ownership guidelines and compliance. These factors support board effectiveness and investor confidence.
- Compensation alignment: Director pay includes a meaningful equity component via annual stock grant; however, grants are fully vested at grant (no performance conditions), which reduces pay-for-performance linkage typical for directors but is consistent with market practice. Program shifts in 2025 to higher retainers and elimination of meeting fees streamline compensation.
- Conflicts/related-party exposure: Company reports no Related Party Transactions in 2024 beyond ordinary-course banking loans to directors/executives totaling ~$538,500; review and approval governed by a formal Related Party Transactions Policy under Governance & Risk Committee oversight. No Longley-specific related-party transactions disclosed.
- Risk indicators: Pledging exceptions “for good cause” are permitted (policy-level potential yellow flag though prohibited by default); director equity grants lack performance conditions; otherwise, independence, attendance, and committee leadership mitigate governance risk.