William H. Martel
About William H. Martel
William H. Martel is Executive Vice President and Chief Technology Officer (EVP, CTO) at Camden National Corporation (CAC). He is 55 years old as of the 2025 proxy and joined CAC in March 2020; he currently holds the title EVP, Technology and Support Services, Chief Technology Officer, responsible for technology and support services across the bank . Prior to CAC, Martel led U.S. Operations Technology at Santander U.S., held senior management roles at TD Bank in the U.S. and Canada, and began his banking career as a senior branch manager at People’s Heritage Bank (predecessor to BankNorth) . Company performance metrics used to link executive pay include Adjusted ROAA (0.94% in 2024) and core diluted EPS ($3.65 in 2024 vs. $3.63 in 2023), with EAIP scores based on Adjusted PPNR+NCO, Adjusted ROAA, and Consumer NPS; Martel’s 2024 EAIP paid 120.6% of target, reflecting strong scorecard performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Santander U.S. | Head of U.S. Operations Technology | — | Led Operations and IT Service Management transformations for the U.S. |
| TD Bank | Senior Vice President; several senior management positions in U.S. and Canada | — | Senior leadership roles across U.S./Canada |
| People’s Heritage Bank (predecessor to BankNorth Group) | Senior Branch Manager | — | Early banking leadership; branch operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Amagara Marungi (Maine-based non-profit) | Founding member, past president, current Treasurer | — | Ongoing leadership role in non-profit governance |
Fixed Compensation
Multi-year Summary Compensation (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 306,593 | 326,184 | 342,117 |
| Bonus ($) | — | 39,164 | — |
| Stock Awards ($) | 99,071 | 178,008 | 119,223 |
| Non-Equity Incentive Plan Compensation ($) | 64,802 | — | 99,036 |
| All Other Compensation ($) | 62,602 | 56,450 | 54,944 |
| Total ($) | 533,068 | 599,806 | 615,320 |
2024 Stock Awards detailed components:
| Component | Amount ($) |
|---|---|
| LTIP Performance Shares | 43,115 |
| LTIP Restricted Shares | 43,115 |
| MSPP (discounted restricted shares) | 32,993 |
| Total | 119,223 |
2023 Stock Awards detailed components:
| Component | Amount ($) |
|---|---|
| LTIP Performance Shares | 41,247 |
| LTIP Restricted Shares | 41,247 |
| MSPP | 13,020 |
| Restricted Stock Units | 82,494 |
| Total | 178,008 |
Note: CAC does not currently grant options; no outstanding options for NEOs and no option exercises in 2024 .
Performance Compensation
2024 Executive Annual Incentive Program (EAIP) Scorecard
Company Performance Factor (weighted at 75% of payout):
| Metric | Weight | Threshold | Target | Stretch | Actual (12/31/24) | Weighted Payout Level |
|---|---|---|---|---|---|---|
| Adjusted PPNR + NCO ($000s) | 50% | 55,552 | 65,355 | 75,158 | 65,865 | 51.3% |
| Adjusted ROAA (%) | 30% | 0.77 | 0.90 | 1.04 | 0.94 | 34.5% |
| Consumer NPS | 20% | 60.0 | 65.0 | 70.0 | 67.5 | 25.0% |
| Total Weighted Company Factor | 75% | — | — | — | — | 110.8% |
Individual Performance Factor weighting = 25%; EAIP payout ranges: threshold 50% of target, maximum 150% of target; NEO target incentive opportunities = 30% of eligible earnings in 2024 (threshold 15%, stretch 45%) .
Martel’s 2024 EAIP outcome:
| Item | Value |
|---|---|
| Target incentive % of eligible earnings | 30% |
| Incentive opportunity at target ($) | 102,635 |
| Actual payout as % of target | 120.6% |
| EAIP payout ($) | 123,778 |
2025 changes: Target short-term incentive increased to 35% of eligible earnings for NEOs; DCRP frozen with compensation reallocated to EAIP/LTIP beginning 2025 .
Long-Term Incentive Program (LTIP)
2024–2026 LTIP Design:
| Element | Detail |
|---|---|
| Structure | 50% service-based restricted stock; 50% performance share units (PSUs) |
| Vesting | Restricted stock vests one-third per year over three years; PSUs cliff-vest at 3 years subject to performance and continued employment |
| Performance Metrics (equal weighting) | Relative Core ROAA vs S&P U.S. SmallCap Banks Index; Relative Core ROAE vs same index |
| Payout curve | Threshold 25th percentile; Target 55th; Stretch 85th for both metrics |
| Martel 2024 LTIP grant | 25% of salary; Total value $86,230; Service-based $43,115; Performance-based $43,115 |
2022–2024 LTIP Results (approved March 28, 2025; vest April 26, 2025):
| Metric | Weighting | Threshold | Target | Stretch | Actual | Payout % of Target |
|---|---|---|---|---|---|---|
| Absolute 3-year cumulative diluted EPS | 50% | $12.70 | $13.02 | $13.67 | $10.76 | 0% |
| Relative Core ROAE (percentile rank) | 50% | 55th | 65th | 85th | 61st | 80% |
| Total LTIP payout | — | — | — | — | — | 40% of target |
Martel shares approved for payout under 2022–2024 LTIP: 332 PSUs scheduled to vest on April 26, 2025 .
Equity Ownership & Alignment
Beneficial ownership (as of March 26, 2025):
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| William H. Martel | 11,482 | Less than 1% | Includes 3,699 unvested Restricted/MSPP shares (voting rights) and 332 PSUs approved for payout vesting April 26, 2025 |
Outstanding equity awards at fiscal year-end (12/31/2024) — Martel:
| Grant/Plan | Grant Date | Units Not Vested (#) | Market Value ($) | Unearned PSUs (#) | PSUs Payout Value ($) |
|---|---|---|---|---|---|
| MSPP | 3/9/2023 | 556 | 23,763 | — | — |
| MSPP | 3/7/2024 | 398 | 17,011 | — | — |
| RSU | 4/25/2023 | 2,554 | 109,158 | — | — |
| Restricted Shares | 4/26/2022 | 278 | 11,882 | — | — |
| Restricted Shares | 4/25/2023 | 851 | 36,372 | — | — |
| Restricted Shares | 4/30/2024 | 1,381 | 59,024 | — | — |
| DCRP (deferred stock units) | Various | 2,724 | 116,424 | — | — |
| PSUs | 4/26/2022 | — | — | 832 | 35,560 |
| PSUs | 4/25/2023 | — | — | 1,277 | 54,579 |
| PSUs | 4/30/2024 | — | — | 1,381 | 59,024 |
| Totals | — | 8,742 | 373,634 | 3,490 | 149,163 |
Stock ownership guidelines (executive):
| Requirement | Status |
|---|---|
| 1x March 2020 base salary by March 2025 | Initial Level Met |
| 2x March 2020 base salary by March 2030 | In progress |
Insider and alignment policies:
- Anti-hedging and pledging: Directors and officers are prohibited from hedging and prohibited from pledging shares; exceptions to pledging may be granted for good cause per policy .
- Clawback: Incentive compensation must be recovered in event of restatement under SEC/NASDAQ rules .
Employment Terms
- Employment agreements: CAC has no ongoing employment agreements with continuing named executive officers .
- Change in Control (CIC) agreements: Double-trigger equity acceleration; protection period begins 3 months prior and ends 24 months following a change in control; benefit period 24 months for NEOs; severance equals 2.0x base salary plus three-year average bonus; continuation of employer-paid medical premiums during the benefit period or COBRA max; six-month post-employment non-compete and non-solicit; 280G “best-net-benefit” cutback .
- Potential payments upon termination (as of 12/31/2024) — Martel:
| Scenario | Cash Severance ($) | Health Benefits ($) | DCRP Accel ($) | Restricted Stock Accel ($) | PSUs Accel ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death/Disability | — | — | 116,424 | 231,256 | 113,603 | 461,283 |
| CIC + Qualifying Termination | 889,952 | 32,497 | 116,424 | 231,256 | 184,722 | 1,454,851 |
Performance & Track Record
- 2024 EAIP payout of 120.6% of target reflects achievement across Adjusted PPNR+NCO, Adjusted ROAA, and Consumer NPS, plus individual goals; Martel’s payout totaled $123,778 .
- 2022–2024 LTIP payout at 40% of target demonstrates disciplined long-term performance hurdles; Martel approved to receive 332 PSUs vesting April 26, 2025 .
- Company executed acquisition of Northway (announced September 9, 2024; closed January 2, 2025) and highlighted integration cost synergies and expense reductions in 2025 operating results, a key factor in EAIP individual performance assessments .
Compensation Committee Analysis, Peer Group, and Shareholder Feedback
- Committee practices: Significant “at risk” pay mix (50% of LTI performance-based), caps on STI/LTI, double-trigger CIC equity, clawback compliance; no excise tax gross-ups; no hedging/pledging; no ongoing employment contracts .
- Peer group for assessing 2025 pay opportunities includes regional bank peers (e.g., BHB, BRKL, CCNE, EBTC, FISI, FCF, MPB, NBN, etc.); post-Northway CAC positioned near median for total assets .
- Say-on-Pay approval: 96% (2024), 99% (2023), 99% (2022) — strong shareholder support for pay-for-performance philosophy .
Investment Implications
- Alignment: Strong pay-for-performance architecture — 35% of NEO target total compensation “at risk” in 2024 and 50% of LTI in performance shares; EAIP shifted to balanced scorecard (financial and customer) effective 2024, linking payouts to diversified metrics; Martel’s 2024 payout above target underscores operational execution .
- Retention and selling pressure: Significant unvested equity (8,742 time-based units; 3,490 PSUs) and upcoming April 26, 2025 PSU vest provide retention incentives and may temper near-term selling; MSPP participation adds disciplined share accumulation; no options outstanding reduces repricing risk .
- Governance controls: Anti-hedging/pledging and clawback policies reduce misalignment risks; double-trigger CIC equity and “best-net-benefit” cutback limit windfall potential while preserving retention value .
- Change-of-control economics: Martel’s modeled CIC package ($1.455M total) is moderate relative to peers, with 2.0x cash and 24 months benefits; non-compete/solicit covenants (6 months) mitigate post-deal competitive risk .
- Shareholder support: High Say-on-Pay votes (96–99%) suggest low governance overhang and acceptance of incentive design tied to Adjusted PPNR+NCO, Adjusted ROAA, and relative ROA/ROE metrics .