CATC Cambridge Bancorporation

PROPOSAL 1 – ELECTION OF DIRECTORS

The Board is divided into three classes. Generally, one class of directors is elected annually for a term of three years. Directors continue to serve until their term expires and until their respective successors are elected and qualified, unless they die, resign, or are removed.

Our Board is currently comprised of 16 members. Effective October 1, 2022, in connection with and effective upon completion of the merger with Northmark Bank (the “Northmark Merger”), and in accordance with the terms of the merger agreement therefor (the “Merger Agreement”), the Board appointed Jane C. Walsh as a Class I director. Ms. Walsh, who will stand for election for the first time at the Annual Meeting, was initially recommended to the Board by the Northmark Bank board of directors as required by the Merger Agreement. Also effective October 1, 2022, the Board appointed Andargachew S. Zelleke as a Class I director; Mr. Zelleke was subsequently redesignated as a Class III director, to achieve greater numerical balance across the three classes of our Board. Mr. Zelleke, who will stand for election for the first time at the Annual Meeting, was initially recommended to the Board by the Governance Committee. Mr. Thomas Fontaine resigned from the Board effective December 31, 2022. As a result, there would be one vacancy on the Board following the Annual Meeting. However, the Corporate Governance Committee of the Board (the “Governance Committee”) has recommended to the Board, and the Board has approved, a reduction in the size of the Board as of the Annual Meeting from 17 members to 16 members.

The Board, upon recommendation of the Governance Committee, has nominated Leon A. Palandjian, Christine Fuchs, Pamela A. Hamlin, Laila S. Partridge, Daniel R. Morrison, Jane C. Walsh, and Andargachew S. Zelleke, 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 2026 Annual Meeting (except for Mr. Zelleke, who stands for election to the class of directors whose term will expire at the 2025 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 one vote with respect to each nominee. Therefore, the seven 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.

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(1) At May 15, 2023.

(2) Includes terms served on the Board of Directors of Cambridge Trust, as applicable.

The principal occupation, education and business experience, where applicable, of each Board Nominee 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

Leon A. Palandjian, MD, CFA, Age 53. Dr. Palandjian is the Chief Risk Officer of Intercontinental Real Estate Corporation, a national real estate investment, development, and management firm headquartered in Boston, Massachusetts. His investment experience spans venture capital and 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 53. 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 58. Ms. Hamlin is 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. Ms. Hamlin 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 58. Ms. Partridge is an entrepreneur and technology executive with expertise in identifying disruptive technologies and turning them to competitive advantage. She was a manager and investor at Intel Capital, during the early days of that organization’s formation and has led several technology companies as Chief Executive Officer. Ms. Partridge currently serves as the CEO of HardTech Project, a company developing solutions for early stage hardware funding. Previously, she served as Managing Director of the STANLEY + Techstars Accelerator between 2019 and 2022, directing a global effort on behalf of Stanley Black & Decker to invest in early stage technology companies and grow innovative new technology solutions. 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.

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Daniel R. Morrison, Age 60. Mr. Morrison served as CEO of Cambridge Trust New Hampshire until retiring in 2021. 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.

Jane C. Walsh, Age 69. Prior to joining the Company in 2022, Ms. Walsh served as President and CEO of Northmark Bank, becoming the first founding female commercial bank President in Massachusetts when Northmark Bank opened for business in December 1987. Ms. Walsh began her career at Arlington Trust Company, where she held various management positions and achieved the rank of Executive Vice President leading the Investment, Operations and Data Processing Divisions of a $1.2 billion bank. Ms. Walsh is extremely committed to her community and industry, as evidenced by her past and present service on various Boards, including Arthur Griffin Center, Federal Reserve Bank of Boston, Kiwanis Club of Greater Lawrence, Lanam Club, Massachusetts Bankers Association, Massachusetts Business Roundtable, Massachusetts Hospital Association, Massachusetts Medicaid Policy Institute, Merrimack College, Merrimack Valley Chamber of Commerce, St. Mary’s Parish in Winchester, Winchester Hospital, and Beth Israel Lahey Health. Ms. Walsh received her undergraduate degree from Merrimack College, her Master of Business Administration from Northeastern University, and the Certified Bank Auditor (CBA) designation from the Chartered Bank Auditors Association. Jane currently serves on the Lanam Club Board, the St. Mary Parish Finance Council, the Winchester Hospital Board, the Beth Israel Lahey Health Board and the Cambridge Bancorp Board. The Board has determined that Ms. Walsh is qualified to serve as a director based upon her extensive experience in and knowledge of the banking and financial services industry, and her experience in and involvement with business and civic organizations in the communities in the Company’s market area.

Andargachew S. Zelleke, Age 62. Dr. Zelleke has two decades’ experience as an educator on leadership and management, negotiation, corporate governance and, more recently, US-China relations. He is presently in his 12th year as the MBA Class of 1962 Senior Lecturer of Business Administration at Harvard Business School, having taught previously at the Harvard Kennedy School and the University of Pennsylvania’s Wharton School. His leadership roles have included Project Director and Steering Committee member of the American Academy of Arts and Sciences’ Corporate Responsibility Project, and Co-Director of the Harvard Kennedy School’s Center for Public Leadership. Dr. Zelleke was co-editor of Restoring Trust in American Business (MIT Press, 2005); is a life member of the Council on Foreign Relations; and has twice won the Greenhill Award for outstanding contributions to the Harvard Business School community. Early in his career, he practiced corporate law at Cleary Gottlieb Steen & Hamilton and at White & Case, and taught at the UCLA School of Law. He has prior public company board experience at Innodata Inc., a global data engineering company. Dr. Zelleke received his A.B., A.M., J.D. and Ph.D. (Organizational Behavior) from Harvard University. The Board has determined that Dr. Zelleke is qualified to serve as a director based on his prior public company board experience and his background in corporate governance.

Continuing Directors

Class II Directors

Simon R. Gerlin, Age 65. Mr. Gerlin is the Chief Financial Officer and Executive Vice President of Finance of MassDevelopment, a development finance agency and land bank, working with businesses, nonprofits, banks, and communities to stimulate economic growth. 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 and member of numerous board committees of Wellesley Bancorp, Inc., his knowledge of banking regulation and risk management, and his training as a certified public accountant.

Kathryn M. Hinderhofer, Age 71. 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 and member of numerous board committees of Wellesley Bancorp, Inc., her extensive background in the banking and financial services industry, and her knowledge of banking regulation and risk management.

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Jeanette G. Clough, Age 69. Since November 1998 until June 2021, Ms. Clough 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 a 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 (Lead Director), Age 61. Mr. Lord has over 30 years’ experience in the software industry founding and building industry leading companies. He is the Chairman 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. 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 70. 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.

Class III Directors

Cathleen A. Schmidt, Age 63. Ms. Schmidt has extensive leadership experience in banking and professional services. Prior to retiring in September of 2021, she served as Chief Executive Officer at McLane Middleton Professional Association, the largest full-service law firm headquartered in Manchester, New Hampshire with offices in Massachusetts. She held that position for over eight years. Prior to that, she served 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 58. 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, Chairs the Finance Committee and is Secretary/Treasurer of the Board of the Massachusetts Housing Partnership, he serves as an Advisory Board member of the Rian Immigrant Center, is a Board member and Treasurer for the Cambridge Family YMCA, he also serves as a member of the Federal Reserve Bank of Boston’s Community Depository Institutions Advisory Council, and is a member of the Board of Directors of the Massachusetts Bankers Association. 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 62. 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 47. Ms. Rose is the Cofounder and Board Director of Hack.Diversity, a non-profit organization committed to transforming the economy by breaking down barriers for Black and Latine professionals in technology. Formerly the President of the New England Venture Capital Association (the “NEVCA”), Ms. Rose has spent the past seven years working in collaboration with the

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venture and startup communities to help foster a more innovative, collaborative and inclusive ecosystem. Ms. Rose’s achievements include successfully leading the entrepreneurial community’s fight for non-compete reform, and co-founding one of New England’s most innovative workforce development programs – Hack.Diversity, now the foundation arm of the NEVCA. Ms. Rose has held executive-level roles with both enterprise corporations and lean startups, focusing primarily on mobile, eCommerce and digital media. Prior to joining the NEVCA in 2015, Ms. Rose served as the SVP of Digital Strategy and Corporate Development at Blueprint NYC, an event production agency based in New York. Previous to that, Ms. Rose led National Mobile and Brand Partnerships for micro-location mobile marketing platform, Swirl Networks. Before joining Swirl, Ms. Rose served as Director of National Brand Partnerships at Rue Gilt Groupe, an online shopping and lifestyle company. In addition to serving on the board of Hack.Diversity, Ms. Rose serves on The Rapid7 Foundation Board, and serves on The New England Capital Association Board. 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. Ages reflected are as of the Annual Meeting date of May 15, 2023.

Michael F. Carotenuto, Age 37. 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.

Kerri A. Mooney, Age 54. Ms. Mooney joined Cambridge Trust in 2018 and serves as Senior Vice President and Chief Deposit Officer; she previously served as Senior Vice President and Director of Private Banking Offices from June 2018 to January 2023. 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 50. 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 63. 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. Ms. Pline has announced her retirement effective June 2023.

Pilar Pueyo, Age 61. 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.

Danielle Remis Hackel, Age 53. Ms. Hackel 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 2021, Ms. Hackel spent three years at Harbourvest Partners in various capacities including Vice President and Co-Head of Marketing. Prior to joining Harbourvest Partners, Ms. Hackel held a variety of managing sales and marketing roles as Head of Institutional Marketing at State Street Global Advisors.

John J. Sullivan, Age 64. 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.

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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, Hambleton Lord, to serve as Lead Director. The Lead Director coordinates the activities of the other independent directors, leads executive sessions, and performs such other duties as the Board requests. The Lead Director serves as the principal liaison between the independent directors and the President & Chief Executive Officer and other members of senior management on matters of corporation policy, strategy, executive management performance and other matters, such as by: (i) consulting with the President & Chief Executive Officer regarding any concerns of the directors about the Company or its performance, the President & Chief Executive Officer’s performance, and the performance of other executive management; (ii) providing input to the President & Chief Executive Officer and the Corporate Secretary on the preparation of agendas for Board and committee meetings; and (iii) advising the President & Chief Executive Officer on the quality, quantity, usefulness and timeliness of information provided to directors to support the work of the Board and its committees. The Lead Director also has the authority to retain outside advisors and consultants who report directly to the Board on board-wide issues, and serves as a liaison for consultation and direct communication with shareholders, as appropriate.

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 provides independent leadership and engagement 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 nine regular meetings during the fiscal year ended December 31, 2022. 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, except for Ms. Rose who attended 68% of the meetings of the Board, the Audit Committee, and the Governance Committee.

The Company’s policy is that all directors and nominees attend the Annual Meeting. The 2022 annual meeting of shareholders was held virtually and all directors were in attendance.

Board’s Role in Risk Oversight

The Board has an active and ongoing role in, and the ultimate authority and responsibility for, overseeing risk management at the Company. The Board has approved policies to establish tolerances for the institution’s activities, and periodically reviews risk exposure limits to align with the changes in the institution’s strategies, address new activities and products, and react to changes in the industry and market conditions. The Board and its committees regularly discuss and review with management the areas of material risk exposure, the potential impact of such risks on the Company, the steps taken to monitor Company exposure to these risks and the controls adopted to mitigate such risk exposure. The Board fulfills some aspects of risk oversight at the full Board level through its enterprise risk management monitoring program, which includes reviews of interest rate risk, credit risk, liquidity risk, market risk, compliance risk, operational risk and reputational risk. 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 financial risk exposures and the steps management is taking to monitor and control such exposures.

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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.

The Governance Committee oversees the management of risks that may be posed by Environmental, Social and Governance (“ESG”) issues. As part of this process, the Governance Committee reviews the Company’s efforts related to sustainability to ensure that planning is in place to adequately manage and identify risk.

The Risk Committee oversees, reviews and monitors, including discussing with management, the Company’s enterprise-wide risk management framework, cyber security efforts, asset liability management, and compliance, including the strategies, policies, procedures, and systems, established by management to identify, assess, measure, and manage the major risks facing the Company.

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 its 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, as well as Board Nominees, satisfy general independence requirements under the NASDAQ Listing Rules, other than Messrs. Morrison, and Sheahan. In making this determination, the Board found that none of the directors, other than Messrs. Morrison, and Sheahan, 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, and Sheahan, is “independent” as that term is defined under Rule 5605(a)(2) of the NASDAQ Listing Rules. The Board determined that Mr. Morrison who served as Chief Executive Officer of Cambridge Trust New Hampshire until December 31, 2021 and, Mr. Sheahan, President & Chief Executive Officer, are not independent directors by virtue of their current and prior employment with us. The Board also determined that each member of the Audit, Compensation and Governance 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:

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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.

According to our bylaws, to nominate 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 Governance Committee’s evaluation of shareholder-recommended director candidates will be the same as for any other proposed candidates.

Diversity, Equity and Inclusion (“DE&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, equity 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 March 16, 2023, the Board was 56% female and 13% racially or ethnically diverse. For additional information on the diversity characteristics of the Board, see “Board Diversity Matrix (As of March 16, 2023)” below. 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, 2022, our overall workforce was 52% female and 23% racially or ethnically diverse. Of those employees with position titles of Vice President and above, 40% were female and 11% were racially or ethnically diverse.

In 2017, the Company formed a Diversity and Inclusion Steering Committee, which today comprises twenty-six (26) 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, Equity 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 along with 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.

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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 assist with 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 over 130 years, the Company has been focused on strengthening the communities we serve. In addition to supporting more than 280 nonprofit organizations through charitable giving efforts of the company and the Cambridge Trust Charitable Foundation, 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.

Information about our Corporate Responsibility and associated ESG efforts can be found on our dedicated webpage (https://www.cambridgetrust.com/about-us/sustainability-at-cambridge-trust), which was launched in 2020 to provide greater clarity for investors and the community. Below are highlights specific to our efforts in 2022:

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In addition, the Company continues its pursuit of responsible impact as a good corporate citizen, emphasizing socially and environmentally sustainable initiatives in our day-to-day operations. Our long-standing focus on diversity, equity, and inclusion (DE&I) is evident in the makeup of our board, management team, and employees. The value we place on varying voices and perspectives within the Bank is also evident in the work of the Bank’s LGBTQIA+ coalition as well as a women’s leadership forum with nearly 200 members.

We are active in commercial lending that supports renewable energy initiatives. As of December 31, 2022, renewable energy lending is a large component of our Commercial & Industrial Lending portfolio. Our renewable energy lending supports solar and hydroelectric projects including 185 megawatts of solar energy capacity which provides 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.

In 2022, we completed our first greenhouse gas (“GHG”) inventory for the years 2019-2021. The inventory followed requirements defined by the World Resources Institute’s Greenhouse Gas Protocol, the most widely used and respected international standard for measuring, managing, and reporting GHG emissions. For more information, please visit https://www.cambridgetrust.com/ghg.

Lastly, we offer sustainable investment strategies for clients that value aligning their environmental and social objectives with their portfolios.

Board Diversity

In the director nomination process, the Board and the 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 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 and its committees, our 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 2020, the Company was noted as having more female Board members than any other company listed on the NASDAQ1.

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1 S&P Global Market Intelligence 12/10/2020

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The following table sets forth the diversity characteristics of the Board.

Board Refreshment

The Board believes that a fully engaged Board is a strategic asset of the Company and that knowledgeable and fresh viewpoints and perspectives are important for informed decision-making. The Board 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 Governance Committee and Board periodically evaluates whether the Board 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 director nominees and to screen director candidates.

As part of ongoing planning for Board refreshment and succession, the Board appointed or nominated three new directors in 2020 and two new directors in 2022. In 2023, the Board removed the mandatory retirement age for directors. The Board made the change in recognition of the contribution that experienced directors, with knowledge of the Company, bring to effective Board oversight and of the active role the Board plays in director refreshment and management. The Board believes that it has an appropriately balanced membership 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 is approximately four 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 adopted a code of 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. The Code of Ethics is supplemented by a new code of conduct (the “Code of Conduct”) that applies to all employees, officers and directors, and defines appropriate business conduct and provides recourse in the event of violations. You can find links to the Code of Ethics and the Code of Conduct 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.

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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

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Audit Committee

The Audit Committee oversees the Company’s accounting and financial reporting processes, including its internal audit function, 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, 2022, the Audit Committee held four meetings. The members of the Audit Committee currently are Mses. Hamlin, Hinderhofer, Partridge and Rose, and Messrs. Gerlin (Chair), Palandjian, and Zelleke. 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. Gerlin qualifies as an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K.