Cambridge Bancorp

Cambridge Trust Company

IF YOU HAVE ANY QUESTIONS, PLEASE CALL US AT (617) 520-5520

CAMBRIDGE BANCORP

1336 Massachusetts Avenue

Cambridge, MA 02138

(617) 520-5520

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Cambridge, Massachusetts

March 19, 2021

YOUR VOTE IS IMPORTANT REGARDLESS OF HOW MANY SHARES YOU OWN! We urge you to promptly
vote your shares as instructed in the Notice of Internet Availability of Proxy Materials and/or proxy card sent
to you. Voting procedures are described in the proxy statement enclosed herewith.

This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about March 19, 2021.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON May 17, 2021.

This proxy statement is available free of charge at http://ir.cambridgetrust.com/CorporateProfile/

Table of Contents

CAMBRIDGE BANCORP
1336 Massachusetts Avenue

Cambridge, MA 02138
(617) 520-5520

PROXY STATEMENT
FOR THE 2021 Annual MEETING OF SHAREHOLDERS
To Be Held on MAY 17, 2021

THE ANNUAL MEETING AND VOTING PROCEDURES 

General

This proxy statement contains information about the 2021 Annual Meeting of Shareholders of Cambridge Bancorp (the “Annual Meeting”). The Annual Meeting will be held virtually at https://web.lumiagm.com/249985411, on Monday, May 17, 2021, beginning at 8:30 A.M. Eastern Time.  You may also access the Annual Meeting through our investor relations website at http://ir.cambridgetrust.com. Cambridge Bancorp is, for ease of reference, sometimes referred to in this proxy statement as the “Company,” “we,” “us” or “our.” Cambridge Trust Company, the Company’s wholly-owned bank subsidiary, is for ease of reference referred to in this proxy statement as “Cambridge Trust” or the “Bank.” The term “Annual Meeting,” as used in this proxy statement, means the 2021 Annual Meeting of Shareholders and includes any adjournment or postponement of such meeting.

We have sent you this proxy statement and the proxy card because the Company’s Board of Directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting. At the Annual Meeting, shareholders will vote upon the matters that are summarized in the formal meeting notice. This proxy statement contains important information for you to consider when deciding how to vote. Please read it carefully.  You do not need to attend the Annual Meeting to vote your shares. You may vote by proxy, by telephone, over the Internet or by mail, and your votes will be cast for you at the Annual Meeting. This process is described below in the section entitled “How do I vote?”

Notice Regarding the Availability of Proxy Materials

Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we furnish our proxy materials on the Internet.  Instructions on how to access and review the proxy materials on the Internet can be found on the proxy card sent to shareholders of record and on the Notice of Internet Availability of Proxy Materials sent to shareholders who hold their shares through a brokerage firm or bank, also referred to as holding shares in “street name.”

How do I participate in the Annual Meeting?

This year’s Annual Meeting will be held virtually via a webcast format.  To attend and participate in the virtual Annual Meeting, please visit https://web.lumiagm.com/249985411 or the link provided on our investor website http://ir.cambridgetrust.com.  

If your shares are held in “street name” through a broker, bank or other nominee, in order to vote in the webcast of the Annual Meeting you must first obtain a legal proxy from your bank, broker or other nominee reflecting the number of shares you held as of the record date for the Annual Meeting, your name and email address. You must then submit a request for registration to American Stock Transfer & Trust Company, LLC: (1) by email to proxy@astfinancial.com; (2) by facsimile to 718-765-8730; or (3) by mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Requests for registration must be labeled as “Legal Proxy” and be received by American Stock Transfer & Trust Company, LLC by no later than 5:00 p.m. Eastern Standard Time on May 10, 2021.  You will receive a confirmation of your registration (and a control number to enable you to attend and vote at the Annual Meeting) by email after American Stock Transfer & Trust Company, LLC receives your registration materials. Only control numbers issued by American Stock Transfer & Trust Company, LLC will enable shareholders to attend and vote at the Annual Meeting. You should contact your broker or nominee or refer to the instructions provided by your broker or nominee for further information.  If you don’t have a control number issued by American Stock Transfer & Trust Company you can join the meeting as a guest.  Guest attendees will not be able to vote during the Annual Meeting, but will be able to submit questions.

If you are a shareholder of record and wish to vote during the meeting please click on “I have an AST Control Number” and enter the control number found on your Notice of Internet Availability of Proxy Materials or proxy card you previously received and enter

the password cambridge2021 (the password is case sensitive). If you don’t have a control number you can join the meeting as a guest. Guest attendees will not be able to vote during the Annual Meeting, but will be able to submit questions.

Online access to the webcast will open 30 minutes prior to the start of the Annual Meeting to allow time for you to log-in and test your device.  We encourage you to access the website in advance of the designated start time. Please note that our virtual meeting platform supports access via current browser versions of Chrome, Firefox or Microsoft Edge. Connecting via Internet Explorer or via mobile devices or tablets is not supported.  

Questions relevant to meeting matters will be taken via webcast and answered during the meeting as time allows, to emulate an in-person question and answer session. We will endeavor to answer as many shareholder-submitted questions as time permits that comply with the meeting rules of conduct.  We reserve the right to edit any inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or our business.  If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition in the interest of time and fairness to all shareholders.  

Further instructions on how to attend, participate in and vote at the virtual Annual Meeting, are available at the meeting website.

Who can vote?

Shareholders of record at the close of business on March 15, 2021 (the “Record Date”) are entitled to vote. Each share of common stock of the Company (“common stock”) is entitled to one vote at the Annual Meeting.  On the Record Date, there were 6,960,194 shares of common stock outstanding and entitled to vote.  The Company has no other outstanding class of voting security.

If on March 15, 2021, your shares were registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, then you are a shareholder of record. As a shareholder of record, you may vote at the Annual Meeting by logging in using your control number issued by American Stock Transfer & Trust Company or vote by proxy, which we strongly encourage given the virtual nature of this year’s Annual Meeting.

If you are the beneficial owner of shares held in street name and you want to vote your shares during the virtual Annual Meeting, you must first obtain a valid proxy from your bank, broker or other nominee reflecting the number of shares you held as of the record date for the Annual Meeting, your name and email address. You must then submit a request for registration to American Stock Transfer & Trust Company, LLC: (1) by email to proxy@astfinancial.com; (2) by facsimile to 718-765-8730; or (3) by mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219.  Requests for registration must be labeled as “Legal Proxy” and be received by American Stock Transfer & Trust Company, LLC by no later than 5:00 p.m. Eastern Time on May 10, 2021. You will receive a confirmation of your registration (and a control number to enable you to attend and vote at the Annual Meeting) by email after American Stock Transfer & Trust Company, LLC receives your registration materials. Only control numbers issued by American Stock Transfer & Trust Company, LLC will enable shareholders to attend and vote at the Annual Meeting. You should contact your broker or nominee or refer to the instructions provided by your broker or nominee for further information.  If you don’t have a control number you can join the meeting as a guest. Guest attendees will not be able to vote during the Annual Meeting, but will be able to submit questions.

Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy, by telephone, over the Internet or by mail as instructed below to ensure your vote is counted. The proxy card included with the proxy materials may be used to vote your shares in connection with the Annual Meeting. We encourage you to submit your proxies as early as possible to avoid any processing delays.

How can I obtain a copy of the proxy statement? 

A copy of the proxy statement will be provided free of charge, upon request, to any registered or beneficial owner of common stock entitled to vote at the Annual Meeting. If you want to receive a paper copy of the proxy statement or annual report, please follow the instructions provided with your proxy materials and on your proxy card or voter instruction form.

The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding registrants, including the Company.

How do I vote?

With respect to Proposal 1, you may vote "FOR" all nominees, "WITHHOLD" your vote as to all nominees, or "FOR" all nominees except those specific nominees from whom you "WITHHOLD" your vote.  With respect to each of Proposal 2 and Proposal 3, you may vote "FOR," "AGAINST" or "ABSTAIN." The procedures for voting are as follows:

Shareholder of Record: Shares Registered in Your Name

If you are a shareholder of record, you may (a) vote at the Annual Meeting or (b) vote by proxy. If your shares were registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, then you are a shareholder of record.  Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone, Internet or by mail as instructed below to ensure your vote is counted. You may still attend the Annual Meeting and vote even if you have already voted by proxy.  As a shareholder of record, you have four voting options:

If you sign the proxy card but do not make specific choices, your proxy will vote your shares “FOR” each of the proposals as set forth in the Notice of Annual Meeting of Shareholders.

If any other matter is presented at the Annual Meeting, your proxy will vote the shares represented by all properly executed proxies on such matters as a majority of the Board determines. As of the date of this proxy statement, we know of no other matters that may be presented at the Annual Meeting, other than those listed in the Notice of Annual Meeting of Shareholders.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If on March 15, 2021, your shares were held not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the Annual Meeting.

As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You should have received a proxy card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the proxy card and voting instructions to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker or bank, if applicable. To vote in person at the virtual Annual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Annual Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.  

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Annual Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to American Stock Transfer & Trust Company, LLC. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730.  Written requests can be mailed to:

American Stock Transfer & Trust Company, LLC

Attn: Proxy Tabulation Department

6201 15^th Avenue

Brooklyn, NY 11219

Requests for registration must be labeled as “Legal Proxy” and be received by American Stock Transfer & Trust Company, LLC no later than 5:00 p.m., Eastern Time, on May 10, 2021.

You will receive a confirmation of your registration (and a control number to enable you to attend and vote at the Annual Meeting) by email after American Stock Transfer & Trust Company, LLC receives your registration materials. Only control numbers issued by American Stock Transfer & Trust Company, LLC will enable shareholders to attend and vote at the Annual Meeting. You may attend the Annual Meeting and vote your shares at https://web.lumiagm.com/249985411 (or the link provided on http://ir.cambridgetrust.com) during the meeting. Click on “I have an AST Control Number” enter the control number and enter the password for the meeting cambridge2021 (the password is case sensitive). Follow the instructions provided to vote. We encourage you to access the meeting prior to the start time leaving ample time for the check in.

Employee Stock Ownership Plan

If shares are held for your benefit in the Cambridge Bancorp Employee Stock Ownership Plan (the “ESOP”), you are generally entitled to direct the trustees of the ESOP’s related trust as to the manner in which any of the common stock allocated to your ESOP account is voted. The trustees will vote unallocated shares, if any, in their discretion and will vote allocated shares for which no vote is received in the same proportion that the trustees are directed to vote with respect to shares for which specific voting instructions are received.  Your voting instructions must be received by 5:00 P.M., Eastern Time on May 16, 2021, to be counted.

Even if you plan to attend the Annual Meeting, you are encouraged to vote by proxy prior to the meeting.

What are the quorum requirements?

A quorum is necessary to hold a valid meeting. A quorum will be present if shareholders holding at least a majority of the Company’s outstanding shares of common stock entitled to vote at the Annual Meeting are present at the Annual Meeting or are represented by proxy. If you return a valid proxy form or vote at the meeting, you will be considered part of the quorum.  Abstentions and broker non-votes are counted as being present for purposes of determining the presence of a quorum.

On the Record Date, there were 6,960,194 shares of common stock outstanding and entitled to vote. Thus, the holders of 3,480,097 shares of common stock must be present or represented by proxy at the Annual Meeting to have a quorum.

If there is no quorum, the holders of a majority of shares of common stock present at the Annual Meeting or represented by proxy may adjourn the Annual Meeting to another date.

What are the Board’s voting recommendations?

The Board recommends that you vote as follows:

How many votes are needed?

Proposal 1: Election of Directors. With respect to Proposal 1, you may vote "FOR" all director nominees, "WITHHOLD" your vote as to all nominees, or "FOR" all nominees except those specific nominees from whom you "WITHHOLD" your vote.  A plurality of votes cast, virtually or represented by proxy, at the Annual Meeting and entitled to vote is required for the election of directors in uncontested elections, with each share being entitled to vote for as many individuals as there are directors to be elected and for whose election the share is entitled to vote. Therefore, the six director nominees receiving the highest number of “FOR” votes will be elected.  For purposes of Proposal 1, votes marked “WITHHOLD” and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the result of the vote.   However, both abstentions and broker non-votes will count toward the presence of a quorum.  There is no cumulative voting in the election of directors.

Proposal 2: Consideration and Approval of a Non-Binding Advisory Resolution on the Compensation of the Company’s Named Executive Officers. With respect to Proposal 2, you may vote "FOR," "AGAINST" or "ABSTAIN." The affirmative vote of a majority of the votes cast, virtually or represented by proxy, at the Annual Meeting and entitled to vote is required to approve the non-binding advisory resolution of the compensation of the Company’s named executive officers.  For purposes of Proposal 2, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.  However, both abstentions and broker non-votes will count toward the presence of a quorum.

Proposal 3: To Ratify, on an Advisory Basis, the Appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.  With respect to Proposal 3, you may vote "FOR," "AGAINST" or "ABSTAIN." The affirmative vote of a majority of votes cast, virtually or represented by proxy at the Annual Meeting and entitled to vote is required to ratify the appointment of the Company’s independent registered public accounting firm.  For purposes of Proposal 3, abstentions will not be counted as votes cast and will have no effect on the result of the vote.  However, abstentions will count toward the presence of a quorum.

What is the effect of broker non-votes?

“Broker non-votes” are proxies received from brokers or other nominees holding shares on behalf of their clients who have not been given specific voting instructions from their clients with respect to non-routine matters. Brokers who hold their customers’ shares in “street name” may, under the applicable New York Stock Exchange (“NYSE”) rules, which govern NYSE brokerage members, sign and submit proxies for such shares and may vote such shares on routine matters, which typically include the ratification of the appointment of the Company’s independent registered public accounting firm. Proposals 1 and 2 are considered “non-routine” and Proposal 3 is considered “routine” under current NYSE rules.

If your broker returns a proxy but does not vote on a proposal, this will constitute a “broker non-vote.” A broker non-vote will have no effect on the outcome of any proposal.

Can I revoke my proxy?

Yes. You may revoke your grant of proxy at any time before the final vote at the Annual Meeting. If you are the shareholder of record, you may revoke your proxy in any one of the following four ways:

If your shares are held by your broker, bank or another party as a nominee or agent, contact your bank, broker, or other nominee, and you should follow the instructions provided by such party in order to revoke your proxy.

Your attendance at the Annual Meeting does not revoke your proxy. Your last vote, prior to or at the Annual Meeting, is the vote that will be counted.

Who is soliciting the proxies?

The Company will bear the cost of solicitation of proxies, including preparation, assembly, printing and mailing of the Notice of Annual Meeting of Shareholders, the proxy card and any additional information furnished to shareholders. The proxy form accompanying this proxy statement is solicited by the Board. Proxies may be solicited by officers, directors, and regular supervisory and executive employees of the Company, none of whom will receive any additional compensation for their services. The Company has engaged the Proxy Advisory Group, LLC (“PAG”) to assist in the solicitation of proxies and provide related advice and information support, for a service fee and the reimbursement of customary disbursements, which are not expected to exceed $10,000 in the aggregate. Such solicitations may be made personally or by mail, facsimile, telephone, messenger, or over the Internet. The Company may reimburse persons holding shares of common stock in their names or in the names of nominees, but not owning such shares beneficially, such as brokerage houses, banks, and other fiduciaries, for the expense of forwarding solicitation materials to their principals. All of the costs of solicitation of proxies will be paid by the Company.

Interests of Certain Persons in Matters to be Acted Upon.

No Director or executive officer of the Company who has served at any time since the beginning of the 2020 fiscal year, and no nominee for election as a director of the Company, or any of their respective associates, has any substantial interest, direct or indirect, in any matter to be acted upon at the Annual Meeting other than (i) the interests held by such persons through their respective beneficial ownership of the shares of the Company’s capital stock set forth below in the section entitled “Security Ownership of Certain Beneficial Owners and Management,” and (ii) “Proposal 1 - Election of Directors”.

Annual Report on Form 10-K and Additional Materials

The Notice of Annual Meeting, this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 have been made available to all shareholders entitled to vote at the Annual Meeting and who received the Notice of Internet Availability of Proxy Materials. The Annual Report on Form 10-K, as well as this proxy statement, can also be viewed at http://ir.cambridgetrust.com/CorporateProfile/.  The contents of the website are not incorporated by reference into the proxy.

PROPOSAL 1 – ELECTION OF DIRECTORS

The Board is divided into three classes. One class of directors is elected annually for a term of three years. Directors continue to serve until their three-year term expires and until their successors are elected and qualified, unless they earlier reach the mandatory retirement age of 72, die, or resign.

Effective June 1, 2020, in connection with and effective upon completion of the merger with Wellesley Bancorp, Inc. (“Wellesley”), in accordance with the terms of the Agreement and Plan of Merger for the transaction, the Board appointed Mr. Fontaine, Mr. Gerlin and Ms. Hinderhofer as Class II directors. Mr. Fontaine, Mr. Gerlin and Ms. Hinderhofer were initially recommended to the Board by the Wellesley board of directors as required by the Merger Agreement. The term of office for Class II directors continues until the 2024 Annual Meeting, or until their successors are duly elected and qualified. Mr. Fontaine, Mr. Gerlin and Ms. Hinderhofer are therefore nominees for election at the Annual Meeting.  

The Board, upon recommendation of the Corporate Governance Committee of the Board (the “Governance Committee”), has nominated Jeanette G. Clough, Thomas J. Fontaine, Simon R. Gerlin, Kathryn M. Hinderhofer, Hambleton Lord, and R. Gregg Stone, referred to in this proxy statement as the “board nominees,” for election at the Annual Meeting to the class of directors whose terms will expire at the 2024 Annual Meeting.  The experience, qualifications, and other attributes, of each of the board nominees, as well as the continuing directors, are described below under “Information About the Company’s Board of Directors.”

Each of the board nominees has consented to being named in this proxy statement and to serve, if elected, and the Company has no reason to believe that any of them will be unable to serve if elected. If, however, any of the board nominees should not be available for election at the time of the Annual Meeting, it is the intention of the persons named as proxies to vote the shares to which the proxy relates for the election of such other person or persons as may be designated by the Board.  If for any reason these nominees prove unable or unwilling to stand for election or cease to qualify to serve as directors, the Board will nominate alternates or reduce the size of the Board to eliminate the vacancies. There are no arrangements or understandings between us and any director, or nominee for directorship, pursuant to which such person was selected as a director or nominee.

Vote Required

A plurality of votes cast, in person or represented by proxy, at the Annual Meeting and entitled to vote is required for the election of directors in uncontested elections, with each share being entitled to vote for as many individuals as there are directors to be elected and for whose election the share is entitled to vote. Therefore, the six director nominees receiving the highest number of “FOR” votes will be elected.  For purposes of Proposal 1, “WITHHOLD” votes and shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the result of the vote.  However, both abstentions and broker non-votes will count toward the presence of a quorum.  There is no cumulative voting in the election of directors. 

Our Recommendation

the board unanimously recommends YOU vote “for” THE ELECTIon OF EACH OF THE BOARD NOMINEES.  

Information About the Company’s Board of Directors

General

The Company’s Board currently consists of 17 members.  In connection with his retirement from the Company, Mark D. Thompson has not been nominated for election as a director and his term will end at the commencement of the Annual Meeting.  As a result, pursuant to our bylaws, the Board has reduced the size of the Board of Directors to 16 directors, such reduction to be effective upon the expiration of Mr. Thompson’s current term. The name, age and length of service of each of the nominees, the continuing directors and the non-continuing directors of the Board are set forth below:

The principal occupation, education and business experience, where applicable, of each nominee for election as director and each continuing director are set forth below. Unless otherwise indicated, principal occupations shown for each director have extended for five or more years.

Board Nominees

Jeanette G. Clough, Age 67.  Since November 1998, Ms. Clough has served as the Chief Executive Officer and President of Mount Auburn Hospital.  Ms. Clough has served as a director of the Company and of Cambridge Trust since 2008.  The Board has determined that Ms. Clough is qualified to serve as a director based upon her experience as Chief Executive Officer of a large healthcare organization, her knowledge of the life sciences industry, and her knowledge of the communities in the Company’s market area, particularly given the importance of the life sciences industry to these communities.

Hambleton Lord, Age 59.  Mr. Lord has over 30 years’ experience in the software industry founding and building industry leading companies.  He is the CEO and co-founder of Seraf, a financial services software company that provides professional portfolio management tools for investors in early stage companies. In addition, he is the Chairman of Launchpad Venture Group, a Boston-based angel investor group that focuses on seed stage technology and life science companies. Mr. Lord has served as a director of the Company and of Cambridge Trust since 2012 and currently serves as Chair of the Compensation Committee.  The Board has determined that Mr. Lord is qualified to serve as a director based upon his prior service as a director of the Company and of Cambridge Trust including his service on numerous Board committees, his experience as an angel investor, his knowledge of the software industry and innovation economy in Massachusetts, and his knowledge of the business communities in the Company’s market area.

R. Gregg Stone, Age 68.  Mr. Stone serves as Manager of Kestrel Management, LLC, through which he manages venture capital and family investments.  He has worked in the investment industry since 1986 when he joined Pell, Rudman & Co., Inc. as a Vice President from the law firm Hemenway & Barnes.  Mr. Stone has served on the boards of a number of private companies and charities and served on the board of NovaCare from its acquisition by Foster Management Company in 1985 through its initial public offering in 1986 until 1993.  Mr. Stone has served as director of the Company and of Cambridge Trust since 2009.  The Board has determined that Mr. Stone is qualified to serve as a director based upon his prior service as a director of the Company and of Cambridge Trust including his service on numerous Board committees, and his background in investment management and venture capital.

Simon R. Gerlin, Age 63.  Mr. Gerlin is MassDevelopment’s Chief Financial Officer and Executive Vice President of Finance. Prior to MassDevelopment, Mr. Gerlin served in executive finance, compliance, and audit roles at Clean Harbors Environmental Services. He also spent 16 years at PricewaterhouseCoopers LLP, becoming a partner and serving clients in numerous sectors such as energy and utilities, manufacturing, and higher education. Mr. Gerlin received a B.A. in political science from Middlebury College and holds an M.B.A. from Harvard Business School. He is a certified public accountant, a member of the American Society of CPAs, and a former member of the Wellesley Board of Directors. The Board has determined that Mr. Gerlin is qualified to serve as a director based upon his prior service as a director of Wellesley Bancorp, Inc. including his service on numerous Board committees, his knowledge of banking regulation and risk management and his training as a certified public accountant.

Kathryn M. Hinderhofer, Age 69. Ms. Hinderhofer has spent over 35 years in the financial services industry and retired as Executive Vice President of Operations and Technology from National Bank Holdings Corp (“NBH”) in 2015.  Prior to this, Ms. Hinderhofer was an Executive Vice President at Citizens Financial Group where she was responsible for business integration activities for acquisitions and divestitures of banks.  Most recently, Ms. Hinderhofer has completed various consulting assignments for banks in New England in her field of expertise. Ms. Hinderhofer currently serves as a director of Micronotes, Inc., a cloud-based marketing automation company in Boston. The Board has determined that Ms. Hinderhofer is qualified to serve as a director based upon her prior service as a director of Wellesley Bancorp, Inc. including her service on numerous Board committees, as well as her extensive background in the banking and financial services industry and her knowledge of banking regulation and risk management.

Thomas J. Fontaine, Chief Banking Officer, Director, Age 57.   Mr. Fontaine has over 30 years of experience in the banking industry. Prior to joining Wellesley Bank Mr. Fontaine held senior commercial lending positions at BankBoston and Middlesex Savings Bank.  He joined Wellesley Bank in 1999 as Executive Vice President, Commercial Banking.  Mr. Fontaine had been integral to the growth of the former Wellesley Bank. Mr. Fontaine was appointed President & CEO of Wellesley Bank and took the organization through a conversion to a publicly-held financial institution and office expansion into Newton Centre, Needham, and Boston’s financial district. Mr. Fontaine is also deeply involved in the community and over the past 15 years, Mr. Fontaine has served as the president of the Wellesley Club, Wellesley Community Center, and Rotary Club of Wellesley. Mr. Fontaine has served as trustee of Senior Living and currently serves as a trustee of the Boys and Girls Club of Boston and director of the Wellesley Bank Charitable Foundation. The Board has determined that Fontaine is qualified to serve as a director based upon his prior service as a director of Wellesley Bancorp, Inc., his extensive experience in and knowledge of the banking and financial services industry and his experience in and involvement with business and civic organizations in the communities in the Company’s market area.

Continuing Directors

Class I Directors

Edward F. Jankowski, Age 70.  Before his retirement in 2015, Mr. Jankowski held many roles during his 16 years at Independent Bank Corp. and Rockland Trust, a Massachusetts commercial bank, including Senior Vice President, Residential Lending and Corporate Compliance, Chief Technology and Operations Officer, Chief Risk Officer and Chief Internal Auditor.  Before joining Rockland Trust Mr. Jankowski served as SVP of North Shore Bank and SVP at Multibank Service Corp., a subsidiary of Multibank Financial Corp.  Mr. Jankowski is a Certified Public Accountant.  Mr. Jankowski has served as a director of the Company and of Cambridge Trust since 2016.  The Board believes that Mr. Jankowski is qualified to serve as a director based upon his prior service as a director of the Company and of Cambridge Trust including his service on numerous Board committees, his knowledge of banking regulation and risk management, his training as a certified public accountant, and his experience as an executive of a publicly traded organization in the banking and finance industry.

Leon A. Palandjian, MD, CFA, Age 51.  Dr. Palandjian is the Chief Risk Officer of Intercontinental Real Estate Corporation, a national real estate investment, development, and management firm headquartered in Boston, MA. His investment experience spans venture capital, private and public equity, in the life science and real estate sectors. Dr. Palandjian has served as a director of the Company and of Cambridge Trust since 2006, was Lead Director of the Board from 2014 until January 2017 and is currently Chair of the Trust Committee. The Board has determined that Dr. Palandjian is qualified to serve as a director based upon his prior service as a director of the Company and of Cambridge Trust including his service on numerous Board committees, his extensive experience in equity investment and finance, his CFA qualification, his knowledge of risk management, and his knowledge of the communities in the Company’s market area.

Christine Fuchs, Age 51.Ms. Fuchs has extensive experience in the financial services industry and as an active participant in Greater Boston’s start-up community. Ms. Fuchs spent her career at Wellington Management as Associate Director of Global Industry Research where she led a team of nearly 100 investment professionals and served on the Compensation Committee and Equity Review management committees. Prior to her management position, Ms. Fuchs served for a decade as an equity analyst and sector fund manager, responsible for the active management of $2 billion in assets. Since retiring from Wellington Management, Ms. Fuchs has emerged as an active member of the start-up ecosystem in Greater Boston, as an angel investor, advisor and mentor. She currently serves on the boards of Launchpad Venture Group and is an Advisory Board member of The Capital Network. Ms. Fuchs holds an M.B.A. in Finance from the Wharton School of the University of Pennsylvania and is a CFA Charterholder. The Board has determined that Ms. Fuchs is qualified to serve as a director based upon her prior service as a director on numerous boards and her background in financial services.

Pamela A. Hamlin, Age 56.Ms. Hamlinis a creative business leader with over 30 years of marketing and general management experience and a track record of leading and growing an acclaimed global creative agency, while driving marketing and business strategy for major Fortune 500 clients across a wide range of industries. Pam is currently the President of York Creative Collective (YCC) where she leads strategy and operations across a portfolio of consumer companies and brands. Prior to YCC, she was an engine for growth, evolution and cultural vibrancy at Arnold Worldwide for 20 years.  As Global CEO, Ms. Hamlin oversaw the Arnold global network and was responsible for driving the vision and strategy for the agency. Previously, Ms. Hamlin served as President of Arnold’s Boston headquarters office, and as Managing Partner, Director of Account Management. Ms. Hamlin’s career in advertising began in account

management and business development positions and evolved to senior leadership roles at leading agencies like Ingalls, Quinn & Johnson, HBM/Creamer and Leonard/Monahan. The Board has determined that Ms. Hamlin is qualified to serve as a director based upon her background in marketing and leading business strategy for major corporations.

Laila S. Partridge, Age 56.Ms. Partridge is an entrepreneur and technology executive with expertise in identifying disruptive technologies and turning them to competitive advantage. Over the past 12 years she has held Chief Executive Officer positions at several early-stage technology companies; most recently she held that role at WegoWise Inc., which was sold to AppFolio Inc. in late 2018. She is currently a Managing Director for Techstars, Inc. within their corporate accelerator program. Ms. Partridge was also a manager and investor at Intel Capital, during the early days of that organization’s formation. The Board has determined that Ms. Partridge is qualified to serve as a director based upon her prior service as a director of the Company and of Cambridge Trust, her background in venture capital, and her extensive work with startups.

Daniel R. Morrison, Age 58.  Mr. Morrison serves as CEO of Cambridge Trust New Hampshire. Prior to joining the Company in 2019, Mr. Morrison spent over 12 years at Optima Bank & Trust Company as Chairman, President and Chief Executive Officer. Mr. Morrison has experience in positions of executive leadership at publicly traded companies and knowledge of the communities that the Company serves. The Board has determined that Mr. Morrison is qualified to serve as a director based upon his prior service as a director of Optima Bank & Trust, his extensive experience in and knowledge of the banking and financial services industry, and his experience in and involvement with business and civic organizations in the communities in the Company’s market area.

Class III Directors

Cathleen A. Schmidt, Age 61.  Since 2013, Ms. Schmidt has served as Executive Director and Chief Executive Officer at McLane Middleton Professional Association, a full service law firm with headquarters in Manchester, New Hampshire.  Prior to that, she spent six years as President and CEO of Citizen’s Bank New Hampshire/Vermont.  She has served as a director of the Company and of Cambridge Trust since 2016.  The Board has determined that Ms. Schmidt is qualified to serve as a director based upon her prior service as a director of the Company and of Cambridge Trust including her service on numerous Board committees.  In addition, Ms. Schmidt brings to the Board her experience in executive management of a large regional bank, expertise in retail banking, and knowledge of the New Hampshire market.

Denis K. Sheahan, Chairman, President & Chief Executive Officer, Age 56.  Mr. Sheahan serves as Chairman, President & Chief Executive Officer of Cambridge Trust Company and Cambridge Bancorp. Prior to joining Cambridge Trust Company in April 2015, Mr. Sheahan spent 19 years at Independent Bank Corp. and Rockland Trust where he served as Chief Financial Officer and Chief Operating Officer.  Prior to joining Rockland Trust Company, Mr. Sheahan served as Vice President of Finance for BayBanks, Inc.  Mr. Sheahan currently serves as Board Trustee for Cambridge Community Foundation, he serves as Secretary/Treasurer of the Board and Chairs the Finance Committee of the Massachusetts Housing Partnership, is an Advisory Board member of the Rian Immigrant Center, Board member for the Cambridge Family YMCA, and a member of the Federal Reserve Bank of Boston Community Depository Institutions Advisory Council.  He previously chaired the Old Colony YMCA Board of Directors and served on the Executive Committee.  In 2016 he was honored to receive the Whitney M. Young Jr. Service Award by the Old Colony Council, Boy Scouts of America.  The Board has determined that Mr. Sheahan is qualified to serve as a director based upon his prior service as a director of the Company and of Cambridge Trust and his extensive experience in many areas of banking and financial services.  Mr. Sheahan has experience in positions of executive leadership at publicly traded companies and knowledge of the communities that the Company serves.

Thalia M. Meehan, Age 60. Ms. Meehan is currently an independent director at Safety Insurance Group, Inc. Ms. Meehan retired from Putnam Investments in 2016 after 27 years in the Tax Exempt Bond Group, where she was Team Leader and Portfolio Manager from 2006 to 2016. She was previously Head of Tax Exempt Credit Research at Putnam. Ms. Meehan also serves on the Municipal Securities Rulemaking Board. Ms. Meehan is a CFA charter holder and a graduate of Williams College.  The Board has determined that Ms. Meehan is qualified to serve as a director based upon her prior service as a director on numerous boards and her background in financial services.

Jody A. Rose, Age 45. Ms. Rose is the President of the New England Venture Capital Association where she works in partnership with the venture and startup communities on initiatives that aim to position New England as an attractive region for entrepreneurs and investors. Prior to joining the New England Venture Capital Association in 2015, Ms. Rose held executive-level roles since 2014 with both enterprise corporations and lean startups, focusing primarily on corporate development in mobile, eCommerce and digital media.

Ms. Rose currently serves on the board of directors for My Sister’s Keeper, is a member of the Massachusetts Women’s Forum, and is a member of The Boston Foundation’s Innovation Economy Leadership Council. In 2016 Ms. Rose received an Honorary Doctorate of Business Administration from Mount Ida College, was named by The Boston Business Journal as a member of The BBJ’s Power 50: The Game Changers, and most recently co-founded Hack Diversity – a program that tackles the underrepresentation of high-skilled minorities of color in Boston’s Innovation Economy. In 2017, she was the recipient of the Ad Club’s Rosoff Award for visionary

empowerment of diversity and in 2018 Jody received uAspire’s First One award and was recognized by Boston Magazine as one of the 100 most influential people in Boston.  The Board has determined that Ms. Rose is qualified to serve as a director based upon her prior service as a director on numerous boards and her background in marketing and venture capital.

INFORMATION ABOUT THE COMPANY’S EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS 

The following individuals are the current executive officers of the Company and/or Cambridge Trust who are not directors. The executive officers hold office until their respective successors have been appointed and qualified, or until death, resignation or removal by the Board. In addition, we have entered into Employment Agreements with certain executive officers, which set forth the terms of their employment. Ages reflected are as of the Annual Meeting date of May 17, 2021.

Michael F. Carotenuto, Age 35.  Mr. Carotenuto has been the Chief Financial Officer and Treasurer of the Company and of Cambridge Trust since November 2016.  Mr. Carotenuto previously served as Senior Vice President, Director of Treasury and Internal Reporting at Belmont Savings Bank.  Prior to that, he worked at People’s United Financial, Inc. as an Accounting Policies Advisor and was on the Risk Advisory Services staff at Ernst & Young, LLP. Mr. Carotenuto serves as Secretary of the Company and of Cambridge Trust, he is also a licensed certified public accountant though no longer in public practice.  

Martin B. Millane, Jr, Age 64.  Mr. Millane joined Cambridge Trust in 2004 as Senior Vice President, Commercial Real Estate.  In 2010, he became Senior Vice President, Senior Lending Officer and was promoted to his current role of Executive Vice President, Chief Lending Officer in 2014.  Prior to joining Cambridge Trust, Mr. Millane was a Senior Vice President in Commercial Lending at Century Bank.

Kerri A. Mooney, Age 52.  Ms. Mooney joined Cambridge Trust in 2018 and serves as Senior Vice President and Director of Private Banking Offices. Prior to joining Cambridge Trust Ms. Mooney worked as the Director of Branches for HarborOne Bank from October 2016 to June 2018. Prior to that, she was the First Vice President and District Manager at Rockland Trust from July 2010 to October 2016 where she led Rockland Trust's Greater Boston banking offices.

Puneet Nevatia, Age 48.  Mr. Nevatia joined Cambridge Trust in 2018 as Senior Vice President and Chief Information Officer. Prior to his appointment, Mr. Nevatia served as an Executive Client Partner within the financial services division of Sapient Corporation, a global consulting company that provides business, technology, digital transformation, and marketing services to clients since October 2012. Prior to Sapient, Mr. Nevatia worked in a number of financial service firms, including Babson Capital and Wellington Management.

Jennifer A. Pline, Age 61.  Ms. Pline joined Cambridge Trust in 2017 and serves as Executive Vice President, and Head of the Company’s Wealth Management Group.  Prior to joining Cambridge Trust, Ms. Pline worked as Managing Director, Chief Trusts & Gifts Officer at Harvard Management Company since 2005.  Prior to that, she worked at Standish Mellon Asset Management as the Director of Client Service and was a vice president at Standish, Ayer & Wood, Inc.  Ms. Pline is a Chartered Financial Analyst.  

Pilar Pueyo, Age 59.  Ms. Pueyo joined Cambridge Trust in 2016 as Senior Vice President, and Director of Human Resources.  Prior to joining Cambridge Trust, Ms. Pueyo spent 17 years at Boston Private Bank and Trust Company where she was responsible for the delivery and execution of Human Resources strategy, programs, and services to support its business strategy.

John J. Sullivan, Age 62. Mr. Sullivan serves as Senior Vice President, Director of Consumer Lending at Cambridge Trust. Mr. Sullivan has held various leadership positions within the private banking and wealth management industry. Prior to joining Cambridge Trust in 2017, Mr. Sullivan spent 16 years at Boston Private Bank & Trust Company, where he served in various capacities including Executive Vice President, Wealth Management and Trust; and Executive Vice President, Residential Lending. Prior to that, he spent 10 years at Citizens Bank as a Residential Loan Officer.

Jennifer M. Willis, Age 54. Ms. Willis serves as Senior Vice President and Chief Marketing Officer of Cambridge Trust; providing strategic, operational, and administrative oversight for the marketing function. Prior to joining the Company in 2017, Ms. Willis spent 17 years at Boston Private Bank & Trust Company in various capacities including Senior Vice President, Director of Marketing, and member of the Bank’s leadership team. Before joining Boston Private, Ms. Willis held a variety of marketing roles at BankBoston and Bank of Boston.

CORPORATE GOVERNANCE 

Board of Directors; Board Leadership Structure  

Since Mr. Sheahan, the Company’s President & Chief Executive Officer, also serves as Chairman of the Board, the Board elected an independent director, R. Gregg Stone, to serve as Lead Director. The Lead Director coordinates the activities of the other independent directors, acts as a liaison between the Board and the President & Chief Executive Officer, leads executive sessions, and performs such other duties as the Board requests. The Board provides oversight of the President & Chief Executive Officer and other management of the Company and Cambridge Trust to ensure that the long-term interests of shareholders are being served. The Board believes that having a combined Chairman and principal executive officer, coupled with a lead independent director, is the most appropriate leadership structure for the Company, especially given Mr. Sheahan’s extensive experience in banking and financial services and his extensive knowledge of the Company and its governance. This structure allows Board discussions regarding performance and strategic matters to be led by the person who oversees the Company’s strategy and operations and establishes a single voice to speak on behalf of the Company, while the lead independent director component of the structure provides independent leadership that mitigates any real or perceived conflicts of interest. The Board typically will have nine regularly scheduled meetings a year, and additional meetings when necessary or advisable, at which reports on the management and performance of the Company and Cambridge Trust are reviewed. The Board has also established the Board Committees described below which regularly meet and report back to the Board on the responsibilities delegated to them. In addition to its general oversight role, the Board also: selects, evaluates, and compensates the President & Chief Executive Officer and oversees President & Chief Executive Officer succession planning; reviews, monitors, and, when necessary or appropriate, approves fundamental financial and business strategies and major corporate actions; assesses major risks facing the Company or Cambridge Trust and options for their mitigation; and seeks to maintain the integrity of financial statements and the integrity of compliance with law and ethics of the Company and Cambridge Trust.

The Board held 9 regular meetings during the fiscal year ended December 31, 2020. Each incumbent director attended more than 75% of the total of (i) the meetings of the Board held during the period for which he/she has been a director and (ii) the meetings of the committee(s) on which that particular director served during such period.

The Company’s policy is that all directors and nominees attend the Annual Meeting.  However, due to restrictions on gatherings to curb the spread of COVID-19 mandated by the Governor of Massachusetts, none of the directors or nominees were able to attend the Company’s 2020 annual meeting of shareholders.

Board’s Role in Risk Oversight

The Board has the ultimate authority and responsibility for overseeing risk management at the Company. Some aspects of risk oversight are fulfilled at the full Board level. For example, the Board regularly receives reports from management on numerous risk components that impact the operations and reputation of the Company. The Board delegates other aspects of its risk oversight function to its committees.

The Audit Committee oversees, reviews and monitors, including discussing with management, the internal auditors and the independent auditor, the Company’s and Cambridge Trust’s major risk exposures and the steps management is taking to monitor and control such exposures, including the Company’s enterprise risk management approach, risk assessment and risk management policies.

The Compensation Committee oversees the management of risks that may be posed by the Company’s compensation practices and programs. As part of this process, the Compensation Committee reviews the Company’s incentive plans to ensure that such plans adequately manage risk and do not cause excessive risk taking.

Board of Directors Independence

Rule 5605 of the NASDAQ Market Place Rules (the “NASDAQ Listing Rules”) requires that independent directors compose a majority of a listed company’s board of directors. In addition, the NASDAQ Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under Rule 5605(a)(2) of the NASDAQ Listing Rules, a director will only qualify as an “independent director” if, in the opinion of the Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (ii) be an affiliated person of the listed company or any of its subsidiaries. In addition to satisfying general independence requirements under the NASDAQ Listing Rules, members of a compensation committee must also satisfy independence requirements set forth in Rule 10C-1 under the Exchange Act and NASDAQ Listing Rule 5605(d)(2).

Pursuant to Rule 10C-1 under the Exchange Act and NASDAQ Listing Rule 5605(d)(2), in affirmatively determining the independence of a member of a compensation committee of a listed company, the board of directors must consider all factors specifically relevant to determining whether that member has a relationship with the company which is material to that member’s ability to be independent from management in connection with the duties of a compensation committee member, including: (a) the source of compensation of such member, including any consulting, advisory or other compensatory fee paid by the company to such member; and (b) whether such member is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

The Board consults with outside legal counsel to ensure that their determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent NASDAQ Listing Rules, as in effect from time to time.

Consistent with these considerations, the Board has affirmatively determined that all of its continuing directors, including the board nominees, satisfy general independence requirements under the NASDAQ Listing Rules, other than Messrs. Morrison, Sheahan and Fontaine. In making this determination, the Board found that none of the directors, other than Messrs. Morrison, Sheahan and Fontaine, had a material or other disqualifying relationship with us that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each director, other than Messrs. Morrison, Sheahan and Fontaine, is “independent” as that term is defined under Rule 5605(a)(2) of the NASDAQ Listing Rules. The Board determined that Mr. Morrison, Chief Executive Officer of New Hampshire, Mr. Sheahan, Chief Executive Officer and Mr. Fontaine, Chief Banking Officer, are not independent directors by virtue of their current employment with us. The Board also determined that each member of the Audit, Governance and Compensation Committees satisfies the independence standards for such committees established by the SEC and the NASDAQ Listing Rules, as applicable.

Director Nominations

The Board, upon recommendation of the Governance Committee, selects director nominees to be presented for shareholder approval at the Annual Meeting, including the nomination of incumbent directors for reelection and the consideration of any director nominations submitted by shareholders. As of the date of this proxy statement, the Governance Committee had not received any shareholder recommendations for nominees in accordance with our bylaws in connection with the Annual Meeting.

In evaluating the qualifications of potential new directors, the Board considers the following set of recruitment criteria:

Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serve on the Board for an extended period of time.  Directors are expected to offer their resignation in the event of any significant change in circumstances that renders them incapable of performing their duties.  Directors who attain the age of 72 during their elected term as a director will retire from the Board as of the next annual meeting of shareholders.

According to our bylaws, to recommend a director nominee, a shareholder must provide written notice to Corporate Secretary, c/o Elaine Virzi, Cambridge Trust Company, 1336 Massachusetts Avenue, Cambridge, Massachusetts 02138. This notice must be provided not fewer than 50 days nor more than 70 days before the annual meeting of shareholders; provided, however, that, if less than 60 days’ prior public disclosure of the date of the meeting is made, notice by the shareholder must be received not later than the close of business on the earlier of the 10th day following the day on which such public disclosure was made or the day before the meeting. Such shareholder’s notice must set forth (i) the name and address of such shareholder and of each person to be nominated; (ii) the class and number of shares of capital stock of the Company beneficially owned by such shareholder and by each person to be nominated; (iii) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate such person(s); (iv) a description of all arrangements between such shareholder and each person to be nominated by the shareholder; (v) such other information regarding each nominee proposed in the notice as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC; and (vi) the consent of each nominee to serve as a director of the Company if elected. The Corporate Governance Committee’s evaluation of shareholder-recommended director candidates will be the same as for any other proposed candidates.

Diversity and Inclusion (“D&I”)

Cambridge Bancorp strives to create an inclusive environment that encourages, embraces and recognizes the importance of diversity. Different perspectives fuel innovation, result in better ideas, and create stronger connections between our employees and the communities we serve. Diversity and inclusion are important attributes that continue to be part of the growth of the organization and to that end the Company is dedicated to recruiting, developing and promoting a diverse workforce to meet the current and future demands of our business.

Our focus on diversity and inclusion begins at the top. As of December 31, 2020, the Board of Directors is 47% female and 6% racially or ethnically diverse. As of December 20, 2020, the Company had more female Board members than any other company listed on the NASDAQ stock market. In 2019, we instituted a policy that requires all employment searches for career positions with a title of Vice President and above include at least one racially or ethnically diverse and one female candidate. All of our open career positions are listed on multiple job boards that are specifically targeted towards women, minorities, veterans, and people with disabilities. At any given time, less than 1% of our employees are classified as temporary employees.

As of December 31, 2020, our overall workforce was 54.8% female and 21.3% racially or ethnically diverse. Of those employees with position titles of Vice President and above, 42% were female and 12.5% were racially or ethnically diverse.

In 2017, the Company formed a Diversity and Inclusion Steering Committee, which today comprises twenty (20) members from across the organization, including three members of executive management.  This committee meets no less than quarterly and has established goals to further the Company’s Diversity and Inclusion efforts.

We believe a welcoming workplace that embraces differences is key to our employees’ success and critical to attaining our vision of becoming the premier private bank and wealth management company in Greater Boston and Southern New Hampshire.

Employment Practices and Work Environment

The Company encourages employees to contribute their personal best while respecting the balance between work and personal life. To empower employees to reach their potential, we provide training and development programs, including traditional classroom training and coaching and experiential learning through Company-wide initiatives beyond the scope of our employees’ everyday responsibilities. We also provide access to virtual and self-directed online courses in topics ranging from compliance to management skills through our BAI Learning system. To identify and develop our next generation of leaders, we have a talent and succession planning process and specialized programs to support the development of our talent pipeline at different levels.

Competitive Pay/Benefits

The Company’s compensation programs are designed to align the compensation of our employees with Company and individual performance and provide the proper incentives to attract, retain, and motivate employees to achieve superior results. These compensation programs balance incentive earnings for both short-term and long-term performance. Specifically:

In addition to comprehensive health and welfare benefits and retirement plans, employees are offered a variety of other benefits including, but not limited to:

Culture and Employee Engagement

To ensure we provide a rich experience for our employees, we measure organizational culture and engagement by periodically engaging independent third parties to conduct cultural assessments and employee engagement surveys. Our employee driven Engagement Committee and Culture Task Force focuses on monitoring and making continuous improvements to our work environment and overall employee engagement.

Environmental, Social and Governance (“ESG”)

For nearly 130 years, the Company has been focused on strengthening the communities we serve. Today, we accomplish this through volunteerism, corporate sponsorships, non-profit board service by our employees and directors, advancing financial literacy and education, and commitment to our Community Reinvestment Act (“CRA”) responsibilities.  In order to provide greater clarity for investors and the community on our sustainability efforts we launched a sustainability website in 2020 (https://www.cambridgetrust.com/about-us/sustainability-at-cambridge-trust) which provides more detail on our ESG efforts and up to date information. Below are a few highlights of our sustainability efforts:

The Company is among the Top 100 Largest Corporate Charitable Contributors in Massachusetts according to the Boston Business Journal¹, supporting more than 270 organizations each year through our giving initiatives. In 2020, we increased our charitable giving by 91% including $250,000 directly to organizations that provide relief to those impacted by COVID-19, and $175,000 to organizations committed to eradicating racism and inequities in our Black communities.  

Last and certainly not least, the Company pursues a commitment to environmental stewardship and positive community impact by integrating several initiatives into our day-to-day operations. We are active in commercial lending that supports municipalities in their renewable energy initiatives. As of December 31, 2020, solar lending is the largest component of our Commercial & Industrial Lending portfolio (excluding loans made under the SBA’s Paycheck Protection Program). Our solar lending enabled 144 megawatts of capacity while providing substantial, long-term energy savings to hundreds of small businesses, nonprofits, municipalities, housing authorities, and educational institutions. We do not lend to companies engaged in the manufacturing or sale of firearms, gambling, or the production of fossil fuels. As part of our Wealth management strategy and adhering to Sustainable & Responsible Investing (SRI) strategies, we offer investments in companies that are environmentally and socially responsible. We have made significant investments in technology that reduces the use of paper and carbon emissions whenever possible, and we make every effort to reduce energy consumption and increase energy efficiency across the Company.

Board Diversity

The Company does not have a specific written policy regarding how diversity is to be considered in the director nomination process. However, the Board of Directors and the Corporate Governance Committee seek to ensure that there is diversity of thought among directors, which we believe stems from many factors, including professional experience, life experience, socio-economic background, gender, race, religion, skill set, and geographic representation. The Corporate Governance Committee does not assign specific weights to particular factors, and no particular factor is necessarily applicable to all prospective nominees. In addition to relevant business experience, qualifications, attributes, skills, and willingness to devote sufficient time to the Board of Directors and its committees, our Corporate Governance Committee seeks candidates with pertinent and desirable personal characteristics including outstanding reputation, integrity, sound judgment, and high ethical standards. We evaluate board diversity on a continuing basis by assessing whether varying viewpoints are routinely presented on key issues and evaluating the individual performance and contributions of each director. In 2017, the Company was listed within the Get Konnected’s GK15: Greater Boston’s 15 Companies with the Most Racially and Gender Diverse Corporate Boards and in 2020 the Company was noted as having more female Board members than any other company listed on the NASDAQ².

Board Refreshment        

The Board of Directors believes that a fully engaged Board of Directors is a strategic asset of the Company and that knowledgeable and fresh viewpoints and perspectives are important for informed decision-making. The Board of Directors also believes that appropriate tenure can facilitate members developing greater institutional knowledge and deeper insight into the Company’s operations across a variety of economic and competitive environments.

Prior to vacancies arising, the Corporate Governance Committee and Board of Directors periodically evaluates whether the Board of Directors collectively has the appropriate mix of skills, experience, attributes, and diverse viewpoints necessary.  The results of this evaluation are used to help inform the desirable skills set for potential Board of Directors nominees and to screen director candidates.

As part of ongoing planning for Board of Directors refreshment and succession, the Board of Directors appointed or nominated 6 new directors in 2019 and 3 new directors in 2020. Further, the Board has adopted a mandatory retirement age of 72 for all directors of the Company. Directors who reach the age of 72 are able to complete their term and are not renominated. The Board of Directors believes that it has an appropriately balanced board and will continue to consider opportunities to strengthen its composition over time. As a group, the average tenure of the nominees for election to the Board of Directors is approximately 6 years.

Shareholder Communications with the Board

The Board will give appropriate attention to written communications on issues that are submitted by shareholders and will respond as appropriate. Communications will be forwarded to all members of the Board or specified individual directors if they relate to substantive matters and include suggestions or comments that are considered to be appropriate for Board consideration. Shareholders who wish to send communications to the Board should submit them, in writing, to Corporate Secretary, c/o Elaine Virzi, Cambridge Trust Company, 1336 Massachusetts Avenue, Cambridge, Massachusetts 02138.

Code of Ethics

The Board has also adopted a code of business conduct and ethics (the “Code of Ethics”) that applies to all employees, officers and directors. Each employee, officer and director participates in an annual training session that focuses on topics covered by the Company’s Code of Ethics. The training reinforces the Company’s core values and commitment to full compliance with applicable laws and regulations. You can find links to the Code of Ethics on the Company’s website at: http://ir.cambridgetrust.com/govdocs. The inclusion of the Company’s website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on the Company’s website into this proxy statement.

You can also obtain a printed copy of the Committee charters (referenced in “Committees of the Board of Directors”) and the Code of Ethics, without charge, by contacting us at the following address:

Cambridge Bancorp

1336 Massachusetts Avenue

Cambridge, MA 02138

ATTN: Corporate Secretary

Committees of the Board of Directors

The Board has an Audit Committee, a Compensation Committee and a Governance Committee along with other various committees. The Board has adopted a charter for each of the Audit Committee, the Compensation Committee, and the Governance Committee, as well as qualification guidelines for board members.  The following table provides meeting information for the fiscal year ended December 31, 2019,2020, for each committee:

Audit Committee

The Audit Committee oversees the Company’s accounting and financial reporting processes, including its internal audit function, risk management oversight, the external and internal audits of the Company’s financial statements, the integrity of the financial statements of the Company, the qualifications, independence and performance of the independent auditor engaged by the Company and compliance with applicable legal and regulatory requirements. The Audit Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member), as it deems appropriate from time to time under the circumstances. A copy of the Audit Committee’s charter is available on the Company’s website at: http://ir.cambridgetrust.com/govdocs. During the fiscal year ended December 31, 2019, the Audit Committee held seven meetings. The members of the Audit Committee currently are Mses. Fuchs, Green, Partridge and Rose, and Messrs. Jankowski (Chair) and Palandjian.   Each of the members of the Audit Committee meets the independence requirements under the NASDAQ Listing Rules and applicable rules and regulations of the SEC. The Board has determined that each member of the Audit Committee is financially literate and that Mr. Jankowski qualifies as an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K.

Audit Committee Report

The Audit Committee has reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 2019, with management and the Company’s independent registered public accounting firm, KPMG LLP. The Audit Committee has discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has also received the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communications with the Audit Committee concerning independence, and has discussed with KPMG LLP the firm’s independence. Based on the foregoing, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for filing with the SEC.

Corporate Governance Committee

The Governance Committee has overall responsibility for recommending corporate governance policies and procedures and board operations for the Company. The Governance Committee provides recommendations for action by the Board related to the appropriate size, composition, function, needs and effectiveness of the Board and its committees, develops and implements corporate governance principles and practices for the Company and oversees implementation of the Company’s Code of Ethics, including reviewing Company transactions involving related parties and other potential conflicts of interest.  The Governance Committee identifies director candidates, reviews the qualifications and experience of each person considered as a nominee for election or reelection as a director, recommends director nominees to fill vacancies on the Board and for approval by the Board and the shareholders. A copy of the Governance Committee’s charter is available on the Company’s website at: http://ir.cambridgetrust.com/govdocs. During the fiscal year ended December 31, 2019, the Governance Committee held five meetings. The members of the Governance Committee are Mses. Clough, Hamlin, Schmidt and Whitlock (Chair), and Messrs. Lord and Stone.  Ms. Whitlock will serve on the Governance Committee until the commencement of the Annual Meeting. Each member of the Governance Committee meets the independence requirements under the NASDAQ Listing Rules.