Simon R. Griffiths
About Simon R. Griffiths
Simon R. Griffiths is President & CEO of Camden National Corporation and Camden National Bank since January 1, 2024, and a director of both entities; he joined the company in November 2023 as EVP & COO after senior leadership roles at Citizens Bank (Head of Core Banking) and Santander Bank (Managing Director of Retail Network) . Age 51 and a Company director since 2024, he serves on the Capital Planning and Technology Committees . Performance under his leadership includes 2024 diluted EPS of 3.62 and net income of $53.0 million, with TSR value of $113.70 (peer group $132.44) and improvements in ROAA (0.92% vs. 0.76% in 2023) and ROE (10.36% vs. 9.30%) alongside net interest margin rising from 2.30% in Q1 to 2.57% in Q4 2024 . In Q3 2025, Camden reported record net income of $21.2 million, EPS $1.25, ROAA 1.21%, and ROE 12.75%, reflecting momentum post the Northway acquisition .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citizens Bank | EVP – Head of Core Banking | Joined 2015 (end not disclosed) | Led retail, business banking, contact center, deposits, digital delivery, ~1,100 branches; scale and channel optimization |
| Santander Bank | EVP – Managing Director of Retail Network | Not disclosed | Retail distribution leadership; branch and network execution |
External Roles
| Organization | Role | Years |
|---|---|---|
| Camden National Bank | Director | 2024–present |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Actual EAIP Payout ($) | Discretionary Bonus ($) | Total Compensation ($) |
|---|---|---|---|---|---|---|
| 2024 | 825,000 | 50% | 412,500 | 497,475 | 50,000 | 1,923,165 |
| 2023 | 63,462 | Not applicable | Not disclosed | — | 500,000 (sign-on/transition) | 1,497,100 |
Performance Compensation
Executive Annual Incentive Program (EAIP) – 2024
| Component | Weighting | Target | Actual | Payout Mechanics | Payout ($) |
|---|---|---|---|---|---|
| Company Performance Factor | 75% | Threshold 50% / Target 100% / Stretch 150% | Incorporated in 120.6% total payout rate | Straight-line between levels | Included in $497,475 |
| Individual Performance Factor | 25% | 0–150% range | Incorporated in 120.6% total payout rate | Annual evaluation process | Included in $497,475 |
| CEO Target Opportunity | — | 50% of eligible earnings | 120.6% of target | Within plan cap (≤150%); plus $50k discretionary bonus | 497,475 + 50,000 |
Management Stock Purchase Program (MSPP)
| Grant Date | Shares | Purchase Price ($/sh) | Discount vs FMV | Vesting |
|---|---|---|---|---|
| 03/06/2025 (for 2024 EAIP) | 3,180 | 31.28 | 25% (FMV 41.71 less 10.43) | Cliff-vest after 2 years |
| Program Terms | — | — | 10% or 20% of bonus; executives required at 20% until ownership guideline met | Cliff-vest 2 years from grant |
Long-Term Incentive Program (LTIP) – Grants and Performance
| Cycle | Metrics | Weighting | Grant Date | Target Grant Value ($) | Service-Based RS Value ($) | Performance Shares Value ($) | Vesting |
|---|---|---|---|---|---|---|---|
| 2024–2026 | Predefined 3-year goals; 50% RS + 50% PS | 50%/50% | 04/30/2024 | 494,962 | 247,481 | 247,481 | RS vest ratably over 3 years; PS earned 0–200% at 3 years |
| 2022–2024 Results | Absolute 3-yr cumulative diluted EPS; Relative Core ROAE (S&P-defined) | 50%/50% | — | — | — | Actual payout: EPS 0%; Core ROAE 80%; total 40% of target | PS scheduled to vest 04/26/2025; Griffiths shares: 826 |
2024 Stock Awards Breakdown (Grant-Date Fair Value)
| Type | Amount ($) |
|---|---|
| LTIP Performance Shares | 247,481 |
| LTIP Restricted Shares | 247,481 |
| MSPP Restricted Shares | 132,638 |
| Total Stock Awards | 627,600 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of record date) | 19,462 shares; <1% of outstanding |
| Unvested Awards (12/31/2024) | RSUs: 2,191 ($93,643); RS: 4,722 ($201,818); RS: 7,927 ($338,800); DCRP units: 189 ($8,078); PS: 7,601 ($324,867); PS: 7,927 ($338,800) |
| 2022–2024 LTIP PS approved for payout | 826 shares; vest scheduled 04/26/2025 |
| 2024 Stock Vested | 3,989 shares; value realized $138,860 |
| Stock Ownership Guidelines | CEO must own 4x November 2023 base salary within 10 years; initial level required by November 2033 |
| Hedging/Pledging | Hedging prohibited; pledging discouraged under policy |
| Clawback | SEC/NASDAQ-compliant clawback for restatements tied to financial reporting metrics |
| Options | None outstanding; no options exercised or vested in 2024 |
Employment Terms
| Term | Detail |
|---|---|
| Start / Role Transition | Joined as EVP & COO November 2023; appointed President & CEO and director effective January 1, 2024 |
| CIC Agreement – Protection Window | 3 months before to 24 months after a change in control |
| CEO Severance Multiple | 3.0x base salary + 3-year bonus average; payable over 36 months; COBRA employer portion continued (shorter of benefit period or COBRA max) |
| Restrictive Covenants | 12-month non-compete and non-solicit for CEO |
| Equity Acceleration | Double-trigger (upon qualifying termination in connection with CIC) for DCRP, LTIP, MSPP, RSA, RSU, options |
| 280G/4999 Treatment | Net-better cutback to avoid excise tax if beneficial |
| Auto-Renewal | CIC agreements auto-extend annually unless terminated ≥90 days prior to year-end |
Potential Payments as of 12/31/2024
| Scenario | Cash Severance ($) | Health Benefits ($) | DCRP Accel ($) | Restricted Stock Accel ($) | Performance Shares Accel ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death/Disability | — | — | 8,078 | 634,262 | 575,323 | 1,217,663 |
| CIC + Qualifying Termination | 2,475,000 | 75,423 | 8,078 | 634,262 | 752,010 | 3,944,773 |
Performance & Track Record
Operating Metrics
| Metric | 2023 | 2024 |
|---|---|---|
| Diluted EPS ($) | 2.97 | 3.62 |
| Net Income ($000s) | 43,383 | 53,004 |
| ROAA (%) | 0.76 | 0.92 |
| ROE (%) | 9.30 | 10.36 |
| TSR value of $100 | 95.46 | 113.70 |
2024 Net Interest Margin (select quarters)
| Quarter | NIM (%) |
|---|---|
| Q1 2024 | 2.30 |
| Q4 2024 | 2.57 |
Q3 2025 Highlights
- Net income $21.2 million; EPS $1.25; ROAA 1.21%; ROE 12.75% .
- NIM 3.16% (+10 bps vs Q2 2025) and improved efficiency ratios QoQ .
- Book value per share increased 4% in Q3 2025 to $39.97; tangible BVPS up 6% to $28.42 .
- Northway acquisition integration completed; positioned for growth .
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Company and Bank director since 2024; term expires 2025 |
| Committees | Capital Planning; Technology |
| Attendance | All directors attended >90% of Board and committee meetings in 2024 |
| Board Structure | Board declassified in 2023; all directors now elected annually |
| Independence | Employee director (CEO), listed under “Employee Directors” |
| Dual-role implications | CEO + director; mitigated by independent Board committees and annual elections |
Director Compensation (Program Overview)
| Component | 2024 Amounts | 2025 Changes |
|---|---|---|
| Board Cash Retainer (Member) | $20,000; Chair $60,000 (Company $35k + Bank $25k) | Member retainer increased to $45,000; Chair $60,000 |
| Meeting Fees | $1,000 Board; Committee $825 | Eliminated; replaced with committee retainers |
| Committee Retainers | Audit Chair $10,000; Comp Chair $7,500; Corp. Gov & Risk Chair $7,500 | Audit Chair $20,000 / Member $10,000; Comp Chair $12,500 / Member $6,000; Corp. Gov & Risk Chair $12,500 / Member $6,000; Other committees Chair $5,000 / Member $2,500 |
| Annual Equity Grant | $35,000 to Company Board directors | $35,000 (no change) |
Note: Program described for independent directors; employee directors typically do not receive director fees; the proxy details the independent director program and changes approved in January 2025 .
Compensation Structure Analysis
- Pay mix includes meaningful variable components (EAIP + LTIP + MSPP) aligning with EPS and ROAE performance measures; LTIP uses a 50/50 split between service-based RS and performance shares with 0–200% earnout, directly linking pay to 3-year diluted EPS and relative Core ROAE outcomes .
- No stock options outstanding or granted; shift toward RSUs/RS and PSUs lowers risk profile and reduces repricing risk (explicitly no option grants policy) .
- Discretionary CEO bonus ($50,000) was awarded given Northway acquisition responsibilities; total incentive + bonus equaled 132.7% of target, still within EAIP parameters (≤150%)—watch for precedent effects on future discretion .
- MSPP mandates 20% bonus deferral in stock until guideline compliance, reinforcing ownership culture; cliff vesting over 2 years can create near-term selling pressure upon vest dates but anti-hedging and pledging restrictions mitigate misalignment .
Risk Indicators & Red Flags
- Anti-hedging policy and pledging discouragement reduce misalignment risk; clawback policy consistent with SEC/NASDAQ rules for restatements tied to financial reporting .
- CIC economics for CEO are substantial (3x salary + 3-year bonus average; health benefits continuation; double-trigger equity acceleration; net-better cutback), potentially increasing retention but also creating change-of-control payout optics ($3.94 million illustrative total as of 12/31/2024) .
- Tax gross-up equivalents noted in health benefits valuation for CIC scenarios (equivalent grossed up for taxes figures included) .
- Board declassification and annual elections improve accountability; attendance >90% indicates engaged governance, offsetting some dual-role concerns for CEO as an employee director .
Investment Implications
- Strong alignment: multi-year PSUs tied to diluted EPS and relative Core ROAE, mandatory MSPP participation until ownership thresholds, and explicit clawback/anti-hedging policies suggest high pay-performance linkage and reduced agency risk .
- Retention risk appears contained: significant CIC protections and ongoing vesting from RS/PSU/DCRP create stickiness; monitor upcoming MSPP and RS tranches for potential selling pressure at cliff/ratable vest events .
- Execution track record: 2024 EPS/returns improved and NIM expanded; Q3 2025 record earnings and book value growth post-Northway indicate operational momentum under Griffiths, supporting confidence in strategy and potential upside in returns—continue tracking EAIP and LTIP target calibration versus evolving rate/credit cycle .