Investor Presentaiton
I
Governance Responsibility
The Board of Directors believes in strong oversight and engagement with our shareholders
Key attributes of our Governance and Compensation practices are summarized below:
Recently implemented a Risk Committee
with a defined charter and purpose
Recently added Environmental, Social and
Corporate Governance (ESG) oversight as
part of the corporate governance charter
with clearly defined roles and
responsibilities
Expanded proxy disclosures in several
areas including diversity metrics,
compensation philosophy and board.
composition
Adopted a broad Human Rights Policy
Statement that expressly includes gender
identity
Require our senior executives to satisfy
meaningful stock ownership guidelines to
strengthen the alignment with our
shareholders' interests
Align pay with performance by having.
performance-based compensation greater
than 50% of target total direct compensation,
on average, for Named Executive Officers
No uncapped payouts under our short or long
term incentive plans
Executive equity awards are 75%
performance-based restricted stock units.
("PRSUS"), whose vesting is subject to
performance relative to comparable banks.
over a 3-year period
Dividends on PRSUS issued are not paid until
units are earned/vested
Maintain a clawback policy that allows us to
recover annual and long-term performance
based compensation if we are required to
restate our financial results
No tax gross-ups of 280G excise taxes
CAMBRIDGE BANCORP
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