SHORE BANCSHARES INC
For the period ended May 30, 2024. Filed Apr 16, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 30, 2024 · Filed Apr 16, 2024
SHBI$22.45+0.2%Stored close · as of Nov 6, 2026
Contents
Key Compensation Developments for 2023
| Compensation Element | Committee Determination | Background |
|---|---|---|
| Base Salary | All base salaries adjusted based on peer data. | In December 2022, the Legacy Committee determined that 2023 base salaries for Messrs. Beatty and Adkins and Ms. Stevens should be increased by 5.00%, 3.85% and 4.55%, respectively. As of the Merger Effective Date, Mr. Burke and Ms. Lombardi continued to receive the same base salaries they received while employed at Community Financial – no changes were made in connection with the merger. |
| Short-Term Incentives | Discretionary Bonuses were awarded to Mr. Burke, Ms. Stevens and Ms. Lombardi. | The Legacy Committee did not establish formal performance metrics for the Company’s short-term incentive plan in 2023 in light of the merger between the Company and Community Financial. Rather, the Compensation Committee reviewed the Company’s overall financial performance at the end of the year and the individual performance of the NEOs and awarded discretionary bonuses to the NEOs. The Compensation Committee worked with Aon, the Company’s independent compensation consultant, during the first quarter of 2024 to establish a formal short-term incentive program for 2024 with robust performance metrics and incentive opportunities for the NEOs. |
| Retention Agreements | The Legacy Committee approved RetentionAgreements for Mr. Burke, Ms. Lombardi and Ms. Stevens. | In accordance with the terms of the merger agreement, the Company entered into retention agreements with the active NEOs which provided each active NEO with a RSU grant that vests ratably over a two year period. Further, each active NEO waived “good reason” for terminating employment under their existing employment agreements that arose from changes in their responsibilities or duties as a result of the merger. |
| Assumption and Amendment of Employment Agreements | The Legacy Committee approved the assumption of the employment agreements by and between each of Mr. Burke and Ms. Lombardi and Community Financial as of the Merger Effective Date. | In accordance with the terms of the merger agreement, the Company assumed all of the rights and obligations under the employment agreements between each of Mr. Burke and Ms. Lombardi and Community Financial. The assumed agreements expire on the second anniversary of the Merger Effective Date at which time Mr. Burke and Ms. Lombardi will each enter into a change of control agreement with the Company. |
| Consulting Agreement | The Legacy Committee approved consulting agreement with former President and CEO post-merger. | In accordance with the terms of the merger agreement, the Company entered into a six-month consulting agreement with Mr. Beatty. |
| Say-on-Pay Advisory Vote | 88.36% voted in support of our legacy executive compensation program. | Company continued to receive support of its executive compensation program pre-merger. |
| Benchmarking | The Legacy Committee made no changes to the peer group. Peer group was only used for base salary decisions for former NEOs. Compensation Committee approved new peer group for 2024 compensation decisions. | The Legacy Committee approved the criteria and the inclusion of companies considered peers at the start of 2023. Following the Merger Effective Date, the Company engaged Aon to review its entire executive incentive program, and significant changes to the peer group were made to reflect the Company’s increased size as a result of the merger. Data from the revised peer group was reviewed in establishing executive compensation programs for 2024. |
| Recoupment Policy | The Compensation Committee approved a clawback policy for incentive compensation received on or after October 2, 2023. | Clawback policy satisfies the requirements of the Nasdaq Rules. |
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