DEF 14A of Shore Bancshares Inc, Apr 8, 2026

DEF 14A of Shore Bancshares Inc

Filed Apr 8, 2026 · FY20250001035092-26-000019

Open on EDGAR

  1. Board of Directors

    Board of Directors Director nominees and continuing directors at a glance

  2. Board of Directors

    | Name | Occupation | Age | Independent | Director Since | Audit | Board Risk Oversight | Compensation | Governance | Credit | Strategic Initiatives and Technology | Trust | Executive | | Michael B. Adams | President of JON Properties, LLC | 59 | | 2023 | | | M | M | M | C | | M | | James M. Burke | President and CEO | 57 | | 2023 | | | | | | | | | | R. Michael Clemmer, Jr. | President of Salisbury, Inc. | 58 | | 2016 | | C | | | M | M | | M | | William E. Esham, III | Partner at Ayers, Jenkins, Gordy & Almond, P.A. | 60 | | 2020 | | | M | M | C | | M | M | | Alan J. Hyatt(1) | Partner at Hyatt & Webber, P.A. | 71 | | 2021 | | | | | | | | C | | Louis P. Jenkins, Jr. | Principal at Jenkins Law Firm, LLC | 54 | | 2023 | M | | C | M | | M | | M | | David S. Jones | President of Southern Drywall, Inc. | 66 | | 2021 | | | M | M | M | M | | | | John A. Lamon, III | Director of Business Development for Ironmark | 68 | | 2021 | M | | M | M | | | M | | | Rebecca M. McDonald | Managing director at Cherry Bekaert Advisory, LLC | 52 | | 2023 | C | M | | | | M | | M | | E. Lawrence Sanders, III | President of Edward L. Sanders Insurance Agency | 69 | | 2023 | | M | | | M | | M | | | Esther A. Streete | Principal at McNamee Hosea | 49 | | 2022 | M | M | | | | | C | M | | Konrad M. Wayson | Managing Partner of Wayson Landholdings LP | 64 | | 2021 | M | M | | | | | M | | | Dawn M. Willey | Retired | 63 | | 2020 | | M | | | M | M | | |

  3. Board of Directors

    Ages as of December 31, 2025 (1) Board Chair M = Member C = Chair

  4. Board Composition

    Board Composition Director nominees and continuing directors.

  5. Governance Highlights

    Governance Highlights

  6. Governance Highlights

    | Lead Independent Director who is Board Vice-Chair | Continuing director education program | | Board refreshment: Average tenure of 4 years | Robust risk management oversight | | Independent directors meet regularly in executive session | Active stockholder engagement program | | Independent Board committees | Stock ownership guidelines for directors and executive officers | | No directors on other public company boards | Clawback Policy for executive compensation programs | | Annual Board evaluations | Code of Ethics |

  7. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Our Board of Directors currently has 16 members. Under our Articles of Incorporation and Bylaws, the Board is authorized to fix the number of directors, up to a maximum of 25 members. The Board is divided into three classes, with only one class of directors being elected each year and each class serving a three-year term. The Board has nominated five Class II directors for election for a three-year term expiring at the annual meeting of stockholders to be held in 2029. They are Michael B. Adams, James M. Burke, Louis P. Jenkins, Jr., David S. Jones, and Dawn M. Willey. All Class II director-nominees are incumbent directors. Each nominee has consented to be nominated and has agreed to serve, if elected. If any person nominated by the Board is unable to stand for election for any reason, the shares represented at our annual meeting may be voted for the election of another candidate as the present Board may designate, or our Board may elect to reduce its size. In furtherance of our previously disclosed multi-year plan to reduce the size of the Board, Clyde V. Kelly, III, David W. Moore, and Austin J. Slater, Jr. have not be nominated for re-election, and their terms will expire at the close of the annual meeting.

  8. Nominees For Election and Continuing Directors

    Nominees For Election and Continuing Directors THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW.

  9. Class II Director-Nominees – For Terms Expiring at the 2029 Annual Meeting

    | MICHAEL B. ADAMS Age: 59 Director Since: 2023 Committees: Compensation Credit Executive Governance Strategic Initiatives & Technology (Chair) | Mr. Adams is the President of JON Properties, LLC., a full service commercial real estate company in Fredericksburg, Virginia, which he founded in 2006. Prior to starting JON Properties, Mr. Adams served as President of WEB Equipment, Inc., a dealer in rough terrain forklifts, from 1995 to 2006. Mr. Adams serves, or has served, on numerous boards of community organization, including the Fredericksburg Rotary Club, the Cal Ripken, Sr. Foundation, the Fredericksburg Area Museum, the Central Virginia Housing Coalition, Loisann’s Hope House and the Germanna Community College Education Foundation. Mr. Adams is also a member of the Fredericksburg Builders Association, the National Association of Home Builders, the Fredericksburg Realtors Association and the National Realtors Association. Mr. Adams holds a Class A General Contractors License and is a licensed real estate broker in the state of Virginia. Prior to joining the Board, Mr. Adams served as a director of The Community Financial Corporation since 2021. Qualifications: Mr. Adams’ knowledge of the local real estate market and his experience as a founder and owner of a local business provides insight into our lending activities and first-hand understanding of the needs of business owners in the environment in which we operate. | | JAMES M. BURKE Age: 57 Director Since: 2023 | Mr. Burke has served as President and Chief Executive Officer of the company since July 1, 2023. Prior to that time, Mr. Burke served as the President and CEO of The Community Financial Corporation. Mr. Burke has over 30 years of banking experience. He currently serves on the Board of Directors of the Federal Home Loan Bank of Atlanta. Mr. Burke is the former Chairman of the Board of Directors of University of Maryland Charles Regional Medical Center, former Chairman of the Board of Directors for St. Mary’s Ryken High School, Trustee for Historic Sotterley, and is active in other civic groups. Qualifications: Mr. Burke’s extensive experience in the banking industry and his understanding of our company through his role as CEO assists the Board in overseeing the operation of our business and the implementation of our strategic plan. | | LOUIS P. JENKINS, JR. Age: 54 Director Since: 2023 Committees: Audit Compensation (Chair) Executive Governance Strategic Initiatives & Technology | Mr. Jenkins is the principal of Jenkins Law Firm, LLC. Before entering private practice, Mr. Jenkins served as an Assistant State’s Attorney in Charles County, Maryland from 1997 to 1999. In addition to his private practice, Mr. Jenkins serves as Court Auditor for the Circuit Court for Charles County, Maryland. From 2017-2019, Mr. Jenkins served as a member of the Board of Directors of the University of Maryland Medical System. Mr. Jenkins has also served as a board member of several other public service organizations including the University of Maryland Charles Regional Medical Center, Southern Maryland Chapter of the American Red Cross, Charles County Chamber of Commerce, and the Charles County Bar Association. Prior to joining the Board, Mr. Jenkins served as a director of The Community Financial Corporation since 2000. Qualifications: Mr. Jenkins’ understanding of legal risks and obligations and experience with regulatory regimes and relationships with regulatory and governmental authorities is valuable to the Board because we operate in a regulated industry. Mr. Jenkins’ experience in the public sector adds valuable expertise regarding local issues and provides first-hand understanding of the local political and business environment in which we operate. |

  10. Class II Director-Nominees – For Terms Expiring at the 2029 Annual Meeting

    | DAVID S. JONES Age: 66 Director Since: 2021 Committees: Compensation Credit Governance Strategic Initiatives & Technology | | Mr. Jones cofounded Southern Drywell, Inc., a septic system contractor in Annapolis, and currently serves as the company’s President. Mr. Jones also cofounded Jones of Annapolis, Inc., a demolition and excavation contractor in Annapolis, and currently serves as the company’s Secretary and Treasurer. Prior to joining the Board, Mr. Jones served as a director of Severn Bancorp, Inc. since 2012 and a director of Severn Bank since 2011. Qualifications: Mr. Jones’ experience as a local business owner and insight into our market area is important to the oversight of the company’s business operations and risk management. | | DAWN M. WILLEY Age: 63 Director Since: 2020 Committees: Board Risk Oversight Credit Strategic Initiatives & Technology | Mrs. Willey was the founding CEO of Bridgeforce Inc., a trusted advisor to many of the largest lenders in the world. Mrs. Willey retired in 2013 and served as Board Chairperson through 2019. Mrs. Willey also founded Katabat, an omni-channel banking SAS cloud computing company and served on its board until its sale in 2020. Prior to Bridgeforce, Mrs. Willey held the position of Executive Vice President with MBNA, later purchased by Bank of America. Mrs. Willey pioneered neural network fraud detections solutions and omni-channel banking with a patent in multi-channel virtual collections. Mrs. Willey formerly served as a board member for the Caitlin Robb Foundation, Delaware Valley Chapter to help children with pediatric cancer and is also a co-founder of the 81DalerGirls scholarship fund to recognize and assist women student athletes who demonstrate leadership attributes of “team before self.” Qualifications: Mrs. Willey’s 40 years of banking experience and expertise in fraud prevention, collection operations, portfolio risk analytics, investor bank portfolio evaluations, operational risk compliance, strategic bank technology, card point of sale, and lending for consumer, small business and mortgage products in North America and the U.K give her valuable insight into our business. | |

  11. Incumbent Class III Directors – Terms Expiring at the 2027 Annual Meeting

    Incumbent Class III Directors – Terms Expiring at the 2027 Annual Meeting

  12. Incumbent Class III Directors – Terms Expiring at the 2027 Annual Meeting

    | R. MICHAEL CLEMMER, JR. Age: 58 Director Since: 2016 Committees: Board Risk Oversight (Chair) Credit Executive Strategic Initiatives & Technology | Mr. Clemmer is President of Salisbury, Inc., which designs and manufactures pewter, sterling silver and other metal giftware, a position he has held since 1991. In 1995, Mr. Clemmer founded Executive Decision, Inc., a corporate recognition company. Since 1992, Mr. Clemmer has been involved in the development, acquisition and renovation of industrial and commercial property. He is founder of Waterside Properties LLC, a property development and management company. Prior to joining the Board, Mr. Clemmer served as a director of Talbot Bank since 2012. Qualifications: Mr. Clemmer’s business leadership and real estate development experience provide insight that assists the Board in overseeing the operation of our business and managing our risk exposures. | | ALAN J. HYATT Age: 71 Director Since: 2021 (Chairman since 2021) Committees: Executive (Chair) | Mr. Hyatt is a partner with the Annapolis law firm Hyatt & Weber, P.A., concentrating his practice on banking, land use, real estate, and commercial law. Mr. Hyatt serves as counsel to area real estate developers and entrepreneurs, with active representation in land use cases, commercial transactions and commercial litigation. Mr. Hyatt joined the Board as Chair on November 1, 2021, in connection with the merger between the company and Severn Bancorp, Inc. Prior to that time, Mr. Hyatt served as the Chairman and Chief Executive Office of Severn Bancorp, Inc. Mr. Hyatt serves on the Board of Trustees of Luminis Health, the Anne Arundel County Retirement and Pension System, and the Annapolis Community Foundation. Qualifications: Mr. Hyatt’s experience as an attorney, businessman, and bank executive brings strong legal and financial skills important to the oversight of the company’s financial reporting and enterprise and operational risk management. | | E. LAWRENCE SANDERS, III Age: 69 Director Since: 2023 Committees: Board Risk Oversight Credit Trust | Mr. Sanders is President of Edward L. Sanders Insurance Agency, which provides multi-line insurance services to clients in Maryland since 1903. He is a current member and past President of the Charles County Rotary, past director for the Professional Insurance Agent’s Association, past director and past President for the Civista Foundation and current director for the Charles County Rotary Foundation. Prior to joining the Board, Mr. Sanders served as a director of The Community Financial Corporation since 2018. Mr. Sanders served on the board of directors of County First Bank for 28 years and served as chairman of the board from 2013 to 2018. Qualifications: Mr. Sanders’ extensive financial and operational knowledge from his experience as an owner of an insurance agency and years of serving as a bank director provides the Board valuable insight regarding corporate governance, regulatory compliance, risk assessment practices, and bank operations. | | KONRAD M. WAYSON Age: 64 Director Since: 2021 Committees: Audit Board Risk Oversight Trust | Mr. Wayson is a partner of Wayson Landholdings since 1996 and has been the managing partner since 2007. Mr. Wayson also serves as the Secretary and Treasurer of Hopkins & Wayson, Inc., a general contractor serving Maryland, Washington D.C. and Virginia since 1984. Mr. Wayson was the Chief Financial Officer of Child’s Landscaping from 1997 until 2004 when the company was sold. Mr. Wayson served for 15 years on the Anne Arundel County Public Schools Ethics Panel and stepped down in 2023. Mr. Wayson has served on the Anne Arundel Medical Foundation Board, the Anne Arundel Economic Development Corporation Board, and the Anne Arundel School Board. Prior to joining the Board, Mr. Wayson served as a director of Severn Bancorp, Inc. since 2009 and as a director of Severn Bank since 2008. Qualifications: Mr. Wayson’s experience in business and his strong financial skills are important to the Board’s oversight of financial reporting and enterprise and operational risk management. |

  13. Incumbent Class I Directors – Terms Expiring at the 2028 Annual Meeting

    Incumbent Class I Directors – Terms Expiring at the 2028 Annual Meeting

  14. Incumbent Class I Directors – Terms Expiring at the 2028 Annual Meeting

    | WILLIAM E. ESHAM, III Age: 60 Director Since: 2020 Committees: Compensation Credit (Chair) Executive Governance Trust | Mr. Esham is a partner in the law firm of Ayres, Jenkins, Gordy & Almand, P.A., specializing in real estate law. Mr. Esham also serves on the Board of Trustees for Worcester Preparatory School and the Board of Directors for Atlantic General Hospital. Qualifications: Mr. Esham’s understanding of legal risks and obligations, his expertise in real estate law, and experience with regulatory regimes and relationships with regulatory and governmental authorities is valuable to the Board because we operate in a regulated industry. | | JOHN A. LAMON, III Age: 68 Director Since: 2021 Committees: Audit Compensation Governance Trust | Mr. Lamon currently serves as the Director of Business Development for Ironmark, a leading marketing agency in Maryland. Prior to this position, Mr. Lamon was the President and Owner of John A. Lamon & Associates, a promotional marketing company, before selling the business to G&G Outfitters, Inc. After the company sold, Mr. Lamon remained employed as a Senior Account Executive until 2000. Mr. Lamon has served on various boards including, St. Mary’s School, The Annapolis Touchdown Club, St. Mary’s Royal Blue Club and the University of Maryland M Club. Prior to joining the Board, Mr. Lamon served as a director of Severn Bancorp, Inc. since 2009. Qualifications: Mr. Lamon’s business and marketing experience is valuable to the Board’s oversight of the operation of our business and enterprise and operational risk management. | | REBECCA M. MCDONALD Age: 52 Director Since: 2023 Committees: Audit (Chair) Board Risk Oversight Executive Strategic Initiatives & Technology | Ms. McDonald is a managing director at Cherry Bekaert Advisory, LLC a national business advisory firm. She has 30 years of experience providing accounting advisory services and financial transformation support to both private and public companies. Ms. McDonald specializes in a range of services, such as outsourced and project-based accounting, SEC reporting, audit and IPO readiness, internal control and process improvement analysis, and due diligence support for mergers and acquisitions. Ms. McDonald has also held various finance roles with a publicly traded company. Ms. McDonald is a member of the American Society of Certified Public Accountants. She serves as the Treasurer on the Board of Trustees of Commonwealth Academy. Prior to joining the Board, Ms. McDonald served as a director of The Community Financial Corporation since 2020. Qualifications: Ms. McDonald’s extensive audit, public accounting, and executive level experience provide the Board with a skill set critical to overseeing our financial reporting and the design and implementation of our risk management framework. | | ESTHER A. STREETE Age: 49 Director Since: 2022 Committees: Audit Board Risk Oversight Executive Trust (Chair) | Ms. Streete is a Principal at McNamee Hosea, a full-service Maryland business law firm, where she has worked since 2005. She is a Certified Public Accountant and an attorney who specializes in tax, estate & business planning, business succession planning, estate administration, probate and trust administration. Ms. Streete has affiliations with the Maryland Association of Certified Public Accountants, Maryland State Bar Association, and Anne Arundel County Bar Association. Qualifications: Ms. Streete’s experience as an attorney and certified public accountant and her expertise in financial planning, estate and trust administration provide the Board with a skill set critical to overseeing our financial reporting and the design and implementation of our risk management framework. |

  15. Director Compensation

    Director Compensation Our director compensation program is designed to attract and retain highly qualified directors and align their interests with those of our stockholders. We compensate our non-employee directors with a combination of cash and equity awards. Directors who are employees of our company do not receive additional compensation for their service as Board members. The Compensation Committee periodically reviews the director compensation program and recommends changes for approval by the Board. The Compensation Committee did not recommend any changes to our director compensation program for 2025. Our non-employee director compensation program consisted of the following for 2025:

  16. Director Compensation

    | Annual equity award | $37,000 | | Annual cash retainer | $35,000 | | Board chair annual cash retainer | $20,000 | | Lead independent director annual retainer | $10,000 | | Additional cash retainer for audit committee chair | $10,000 | | Additional cash retainer for other committee chairs | $5,000 |

  17. Director Compensation

    All directors of our company also serve as directors of Shore United Bank, for which they do not receive any additional compensation. Equity awards are made in the form of restricted stock units that vest on the first anniversary of the grant date. Vesting accelerates upon a change in control, death, or departure from the Board due to disability. Dividend equivalents are paid on restricted stock units when the restricted stock units vest. Directors may elect to receive their cash retainers in the form of restricted stock units, which vest on the first anniversary of the grant date.

  18. 2025 Non-Employee Director Compensation

    2025 Non-Employee Director Compensation The following table shows the compensation paid to or earned by our non-employee directors during 2025.

  19. 2025 Non-Employee Director Compensation

    | Name | Fees earned or paid in cash(1) ($) | Stock Awards(2) ($) | Non-qualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | Michael B. Adams | 40,000 | 37,006 | — | 793 | 77,799 | | R. Michael Clemmer, Jr. | 40,000 | 37,006 | — | 793 | 77,799 | | William E. Esham, III | 40,000 | 37,000 | — | — | 77,000 | | Alan J. Hyatt | 55,000 | 37,006 | — | 150,793 | 242,799 | | Louis P. Jenkins, Jr. | 40,000 | 37,006 | — | 793 | 77,799 | | David S. Jones | 35,000 | 37,006 | — | 793 | 72,799 | | Clyde V. Kelly, III | 40,000 | 37,006 | — | 793 | 77,799 | | John A. Lamon, III | 35,000 | 37,006 | — | 793 | 72,799 | | Frank E. Mason, III(5) | 14,616 | — | — | 19,369 | 33,985 | | Rebecca M. McDonald | 40,000 | 37,006 | — | 793 | 77,799 | | David W. Moore | 35,000 | 37,000 | — | — | 72,000 | | Mary Todd Peterson(5) | 22,500 | — | — | 18,293 | 40,793 | | E. Lawrence Sanders, III | 35,000 | 37,006 | — | 793 | 72,799 | | Austin J. Slater, Jr. | 45,000 | 37,006 | — | 793 | 82,799 | | Esther A. Streete | 40,000 | 37,000 | — | — | 77,000 | | Konrad M. Wayson | 35,000 | 37,006 | — | 1,869 | 73,875 | | Dawn M. Willey | 35,000 | 37,000 | — | 793 | 72,793 |

  20. 2025 Non-Employee Director Compensation

    (1) Includes fees for which the director has elected to receive restricted stock in lieu of cash. The number of shares of restricted stock received by each director in lieu of cash during 2025 was as follows: Mr. Wayson — 2,240 shares of restricted stock in lieu of $35,000 in cash. (2) On July 29, 2025, each non-employee director serving at the time was granted 2,310 restricted stock units. Mr. Esham, Mr. Moore, Ms. Streete, and Ms. Willey deferred their equity award under the company's Deferred Compensation Plan. The value reported represents the aggregate grant date fair value of the award computed in accordance with FASB ASC Topic 718, “Accounting for Stock Compensation” (“ASC 718”). See Note 11 to the consolidated audited financial statements contained in the company’s Annual Report on Form 10-K for the year ended December 31, 2025, regarding assumptions underlying valuation of equity awards. On December 31, 2025, non-employee directors held the number of restricted stock units, restricted stock, and unvested stock units under the Deferred Compensation Plan as follows: Mr. Adams, 2,310; Mr. Clemmer, 2,310; Mr. Esham, 2,345; Mr. Hyatt, 2,310; Mr. Jenkins, 2,310; Mr. Jones, 2,310; Mr. Kelly, 2,310; Mr. Lamon, 2,310; Ms. McDonald, 2,310; Mr. Moore, 2,345; Mr. Sanders, 2,310; Mr. Slater, 2,310; Ms. Streete, 2,345; Mr. Wayson, 4,550; and Ms. Willey, 2,345. (3) We do not provide any above-market or preferential earnings on non-qualified deferred compensation. (4) For Mr. Hyatt, includes compensation of $150,000 for consulting services pursuant to the terms of a consulting agreement between Mr. Hyatt and the Bank. For Mr. Mason and Ms. Peterson, includes $17,500 in director emeritus fees. (5) Mr. Mason's and Ms. Peterson’s service on the Board concluded with the expiration of their terms as a director on May 29, 2025.

  21. Compensation Tied to Performance

    Compensation Tied to Performance We tie pay to performance by structuring a significant portion of our executives’ pay as at-risk compensation (56% for CEO; 41% for other named executive officers) and we align the interests of our executives with those of our shareholders by delivering a meaningful portion of our executives' pay in the form of equity compensation (33% for CEO; 21% for other named executive officers). •Annual incentive awards are based on our achievement of financial goals that are expected to drive shareholder value. Threshold performance objectives must be achieved for any payout to be earned. •Equity awards are granted in the form of performance share units (PSUs) and time-based restricted stock units (RSUs). Payout of PSUs is based on achievement of return measures compared to our peers. Threshold performance must be achieved before any PSUs are earned.

  22. Executive Compensation Process

    Executive Compensation Process Role of the Compensation Committee – The Compensation Committee, which consists entirely of independent directors, is responsible for approving the compensation for all executive officers, including our CEO and other named executive officers, and for overseeing and administering our executive compensation program. The committee is responsible for, among other things: reviewing and approving the company’s compensation strategy and practices with respect to the executive officers; determining the CEO’s compensation; reviewing and approving the goals and objectives relevant to the CEO’s compensation, and evaluating the performance of the CEO in light of such goals and objectives; approving employment agreements and severance arrangements with the CEO and other executive officers; reviewing and approving the peer group of companies used to benchmark executive and director compensation; administering our senior executive incentive compensation program, including the development of plan design, the selection of performance metrics, the designation of specific performance goals and award opportunities, and the certification of performance results; and administering our equity and retirement plans. The chair of the committee reports committee actions to the Board following each committee meeting. Role of Compensation Consultant – The committee engages an independent executive compensation consultant to provide commentary, analysis, and expertise relating to executive compensation. For 2025, the committee engaged Aon as its independent executive compensation consultant. Representatives of Aon attend meetings and support the committee’s deliberations regarding executive compensation. Aon performs various analyses for the committee, including peer group benchmarking and analyses regarding the alignment of pay and performance. While the committee considers input from the independent consultant, the committee’s decisions are the product of many factors and considerations. The committee has sole authority and discretion to retain and terminate Aon and to approve the fees, scope and other terms of Aon’s engagement, with full funding provided by the company. During 2025, the committee considered Aon’s independence in light of SEC rules and regulations and Nasdaq Listing Rules regarding compensation consultant independence and affirmatively determined that Aon is independent from the company and has no conflicts of interest relating to its engagement by the committee. Timing of Executive Compensation Decisions – The committee meets throughout the year and periodically receives input from the independent compensation consultant on emerging industry trends and best practices. Each year, the committee typically reviews peer group composition and benchmarking data for the executive officers, followed by consideration of changes to base pay and short-and long-term incentive opportunities. Additionally, during the first calendar quarter, the committee typically adopts short- and long-term incentive plans for the current year. CEO’s Role in the Compensation Process – The CEO provides the committee with his evaluation of the other executive officers’ performance and recommends compensation adjustments and incentive opportunities for the current year for all executive officers, other than himself. In making his compensation recommendations for each of the executive officers, our CEO considers individual performance, contributions toward our long-term performance, the scope of each individual’s responsibilities, and market data provided by the committee’s independent compensation consultant. Exercising its independent judgment, the committee made final decisions for 2025 compensation opportunities. Our CEO does not make recommendations with respect to his own compensation and is not present during discussions regarding his own compensation or final decisions of the Compensation Committee regarding compensation of the other executive officers.

  23. Peer Group

    Peer Group The committee reviews both compensation and performance at peer companies to inform its decision-making process so it can set total compensation opportunities that it believes are commensurate with the market and the company’s performance. The committee used peer data provided from Aon to evaluate base salaries and compensation opportunities for the company’s executive officers. However, the committee also considers other factors when setting compensation, including specific job responsibilities and scope, adjustments for individual skills and expertise, and internal pay equity. The committee engaged Aon to propose a peer group for use in making 2025 executive and director compensation decisions, which was ultimately approved by the committee. For 2025, the committee selected publicly traded companies with assets between approximately $3.5 to $12 billion (approximately one-half to two times the asset size of the company) from Maryland, New Jersey, New York, North Carolina, Pennsylvania, Virginia, West Virginia, Ohio and South Carolina. The median asset size of the peer group was $6.2 billion, placing the company at the 48th percentile based on assets as of December 31, 2023. Compared to the peer group used for 2024, Summit Financial Group, Inc. was removed because it was acquired in the last year, and NBT Bancorp Inc. was removed because it had increased in asset size. The peer group used by the Committee for establishing 2025 compensation was comprised of the following 23 companies:

  24. Peer Group

    | Arrow Financial Corporation (AROW) | Kearny Financial Corp. (KRNY) | | Carter Bankshares, Inc. (CARE) | Mid Penn Bancorp, Inc. (MPB) | | City Holding Company (CHCO) | Park National Corporation (PRK) | | Civista Bancshares, Inc. (CIVB) | Peoples Bancorp, Inc. (PEBO) | | CNB Financial Corporation (CCNE) | Peoples Financial Services Corp. (PFIS) | | Eagle Bancorp, Inc. (EGBN) | Premier Financial Corp. (PFC) | | Farmers National Banc Corp. (FMNB) | Primis Financial Corp. (FRST) | | Financial Institutions, Inc. (FISI) | S&T Bancorp, Inc. (STBA) | | First Bancorp (FBNC) | Southern First Bancshares, Inc. (SFST) | | First Commonwealth Financial Corporation (FCF) | Tompkins Financial Corporation (TMP) | | The First of Long Island Corporation (FLIC) | Univest Financial Corporation (UVSP) | | HomeTrust Bancshares, Inc. (HTB) | |

  25. Incentive Awards Related to New Hires

    Incentive Awards Related to New Hires In December 2024, Mr. Capitani notified the Board of his plan to retire from the position of Chief Financial Officer, effective August 15, 2025. To attract and retain Mr. Cullum to the position of Chief Financial Officer, he received a grant of RSUs with a fair market value of $200,000 on July 29, 2025. On November 21, 2025, Mr. Cullum received a second grant of RSUs with a fair market value of $200,000 to compensate him for benefits that were lost in connection with his departure from his prior position and in recognition of the substantial contributions he had made to the company.

  26. 2025 Target Award Opportunities

    | | 2025 Target Award Opportunities (as a % of base salary) | | | Name | Short-Term Incentive Award Opportunity | Long-Term Incentive Award Opportunity | | James M. Burke | 50% | 70% | | Charles S. Cullum | 35% | 35% | | Todd L. Capitani | 35% | 35% | | B. Scot Ebron | 35% | 35% | | Donna J. Stevens | 35% | 35% | | Christy Lombardi | 35% | 35% |

  27. 2025 Short-Term Incentive Program (“2025 STIP”)

    2025 Short-Term Incentive Program (“2025 STIP”) The short-term incentive program provides our executive officers with the opportunity to earn cash incentive compensation for their success in achieving specific company performance goals. The program establishes threshold, target and maximum incentive opportunities tied to performance factors aligned with our annual strategic plan. The performance measures and respective weights for 2025 were as follows:

  28. 2025 Short-Term Incentive Program (“2025 STIP”)

    | Corporate Goal | Weight | | Pre-tax, pre-provision return on average assets (excluding M&A costs) | 40% | | Net operating expense/average assets | 20% | | Average noninterest-bearing deposits/total average retail deposits | 20% | | Net interest margin | 20% |

  29. 2025 Short-Term Incentive Program (“2025 STIP”)

    Each financial metric was assigned a “threshold” or minimum performance level, a “target” level of performance, and a maximum level at which the award opportunity was capped. The targets for each of the financial metrics used in the 2025 STIP were determined by reference to our 2025 financial plan. Achievement of the threshold performance level earns 50% of the target opportunity, achievement at the target performance level earns the target award, and achievement at or above the maximum performance level earns 150% of the target opportunity. Actual results for any metric that falls between performance levels are interpolated to calculate a proportionate award. Awards under the STIP are calculated as follows:

  30. 2025 Short-Term Incentive Program (“2025 STIP”)

    | Base SalaryX | Target STIP Opportunity PercentageX | Payment Level Achieved | = | Award |

  31. 2025 Short-Term Incentive Program (“2025 STIP”)

    | Financial Metrics for 2025 STIP | How We Calculate this Metric | Why We Use this Metric | | Pre-tax, pre-provision return on average assets (excluding M&A costs) | Net income before taxes and the provision for credit losses and excluding any mergers and acquisitions expenses, divided by average assets. | It reflects the operating performance of our business operations. | | Net operating expense/average assets | Non-interest expenses (excluding amortization charges and certain other non-recurring expenses), less non-interest income, divided by average assets. | It is a measure of operating expense control and efficiency of operations and is highly useful in comparing period-to-period operating performance of our business operations. | | Average noninterest-bearing deposits/total average retail deposits | Average noninterest-bearing deposits divided by average deposits, excluding brokered deposits. | Noninterest-bearing deposits are a key driver of profitability. | | Net interest margin | Interest income minus interest expense, divided by average earning assets. | It reflects how well we are using our earning assets and managing our interest-bearing liabilities to produce net interest income. |

  32. 2025 Short-Term Incentive Program (“2025 STIP”)

    The committee retains the discretion to increase, decrease, or eliminate STIP awards based on positive or negative business factors, including financial performance. If the company falls below well-capitalized status, no amounts will be paid. If non-performing assets exceed 1% of total assets or if the liquidity coverage ratio, which measures the level of high-quality liquid assets, falls below 10%, the committee may reduce the reduce the STIP award in its discretion. Following year end, the committee determines the amount to be awarded to each executive officer by comparing the company’s financial results to the established performance goals for 2025. The levels of performance for each performance factor and the actual results are noted below.

  33. 2025 Short-Term Incentive Program (“2025 STIP”)

    | Corporate Goal | Threshold Performance Level (50% of Target Funding) | Target Performance Level (100% of Target Funding) | Maximum Performance Level (150% of Target Funding) | 2025 Actual Performance | Payment Level | Weight | Weighted Payment Level | | Pre-tax, pre-provision return on average assets (excluding M&A costs) | 1.25% | 1.41% | 1.57% | 1.43% | 106.25% | 40% | 42.50% | | Net operating expense/average assets | 1.71% | 1.63% | 1.55% | 1.59% | 125.00% | 20% | 25.00% | | Average noninterest-bearing deposits/total average retail deposits | 28.50% | 30.00% | 31.50% | 29.42% | 80.65% | 20% | 16.13% | | Net interest margin | 3.20% | 3.25% | 3.30% | 3.36% | 150.00% | 20% | 30.00% | | | | | | | | | 113.63% |

  34. 2025 Short-Term Incentive Program (“2025 STIP”)

    Based on the performance described above, the committee approved the following STIP awards for 2025:

  35. 2025 Short-Term Incentive Program (“2025 STIP”)

    | | 2025 STIP Award ($) | | James M. Burke | 397,717 | | Charles S. Cullum | 171,018 | | Todd L. Capitani | — | | B. Scot Ebron | 171,018 | | Donna J. Stevens | 151,132 | | Christy Lombardi | 147,155 |

  36. 2025 Long-Term Incentive

    2025 Long-Term Incentive The Company’s Long-Term Incentive Program (“LTIP”) delivers long-term incentive opportunities in a combination of time-based vesting restricted stock units and performance-based units. Awards under the LTIP are generally granted annually, with overlapping three-year restriction/performance cycles. The 2025 target LTIP award opportunity was 75% of base salary for the CEO and 35% of base salary for the other NEOs. The target long-term incentive award opportunity for each named executive office was allocated equally among time-based restricted stock units (“RSUs”), which vest ratably over a three-year period, and performance share units (“PSUs”) as noted below.

  37. 2025 Long-Term Incentive

    | Name | Performance Stock Units (#) | Restricted Stock Units (#) | | James M. Burke | 17,418 | 17,418 | | Charles S. Cullum | 4,744 | 4,744 | | Todd L. Capitani | 4,644 | 4,644 | | B. Scot Ebron | 4,993 | 4,993 | | Donna J. Stevens | 4,412 | 4,412 | | Christy Lombardi | 4,296 | 4,296 |

  38. 2025 Long-Term Incentive

    For 2025, the committee selected return on average assets (ROAA) and return on average equity (ROAE) as the performance metrics, with payouts based on our average annual ROAA and ROAE performance relative to a defined group of peer banks over the period of January 1, 2025, through December 31, 2028. The performance measurement group for the 2025 PSU awards consists of 85 financial institutions with assets between $3.5 billion and $12 billion that are traded on NYSE or NASDAQ. ROAA is defined as net income divided by average assets. ROAE is defined as net income divided by average equity. The committee selected these metrics because they are comprehensive performance metrics that are useful in comparing our performance with that of similarly sized companies. PSUs awarded in 2025 will vest according to performance against the following goals:

  39. 2025 Long-Term Incentive

    | Performance Measure | Weighting | Measurement Perspective | Performance Goals | | | | | | | Threshold | Target | Stretch | | ROAA | 50.00% | Relative to Peer Banks | 25th Percentile | 50th Percentile | 75th Percentile | | ROAE | 50.00% | Relative to Peer Banks | 25th Percentile | 50th Percentile | 75th Percentile | | Payout as a % of Target | | | 50.00% | 100.00% | 150.00% |

  40. 2025 Long-Term Incentive

    At the end of the three-year performance period, our executive officers can earn between 0% to 150% of the target number of PSUs granted based on the percentile rank of our average ROAA and average ROAE for the three-year performance period relative to the average ROAA and ROAE of the companies in the peer group. Actual performance between the 25th percentile and the 75th percentile will be interpolated to calculate a proportionate award. Performance and the resulting payouts will be determined as soon as practicable following the filing of the company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2027.

  41. Severance Benefits

    Severance Benefits Our Change in Control Severance Plan provides the named executive officers with severance benefits if their employment is terminated under certain circumstances in connection with a change in control of the company. The committee believes that providing for change in control benefits is an important element of our executive compensation program, supports the creation of long-term stockholder value, and is necessary to attract and retain top executive talent in a competitive market. The Change in Control Severance Plan is intended to ensure that management can fairly consider potential change in control transactions that could result in loss of their jobs. The Change in Control Severance Plan does not provide for any tax indemnification or “gross-up” payments for any golden parachute excise tax payments, and all change in control benefits are subject to a “double-trigger” (i.e., a change in control plus a qualifying termination of employment). The severance benefits payable to each named executive officer under the Change in Control Severance Plan are described on page 44 under the “Executive Compensation Tables – Potential Payments upon Termination or Change in Control” section of this proxy statement.

  42. Equity Compensation Grant and Award Practices

    Equity Compensation Grant and Award Practices We do not currently grant stock options as part of our equity compensation programs and, therefore, we do not currently have a policy or practice governing the timing of such awards. For grants of other equity awards, such as restricted stock units, restricted stock and performance stock units, our Compensation Committee and Board, as applicable, generally grants such awards on an annual basis based on a predetermined schedule, with awards typically granted at the beginning of each new fiscal year to incentivize the achievement of our strategic objectives and long-term results. As such, the Compensation Committee does not currently take material non-public information into account when determining the timing and terms of equity awards, as the timing of grants is in accordance with such predetermined annual schedule. Similarly, we do not time the release of material, non-public information based on equity award grant dates for the purpose of affecting the value of any awards. In addition, equity awards may be granted at other times during the year to new hires, employees receiving promotions, and in other special circumstances. In addition, the Compensation Committee can delegate authority to one or more executive officers to make grants to employees who are not executive officers.

  43. Summary Compensation Table

    Summary Compensation Table

  44. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value & Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | James M. Burke President and Chief Executive Officer | 2025 | 700,000 | — | 524,978 | 397,717 | 111,642 | 37,761 | 1,772,098 | | | 2024 | 635,600 | — | 317,798 | 61,704 | 111,764 | 44,724 | 1,171,590 | | | 2023 | 247,200 | 312,476 | 155,008 | — | 58,825 | 25,511 | 799,020 | | Charles S. Cullum(6) EVP, Chief Financial Officer | 2025 | 302,654 | 34,400 | 550,495 | 171,018 | — | 18,400 | 1,076,967 | | Todd L. Capitani(7) Former Chief Financial Officer | 2025 | 250,192 | — | 139,970 | — | 118,396 | 60,451 | 569,009 | | | 2024 | 375,000 | — | 93,730 | 30,338 | 210,718 | 31,585 | 741,371 | | | | | | | | | | — | | B. Scot Ebron(8) EVP, Chief Banking Officer | 2025 | 430,000 | 34,400 | 150,490 | 171,018 | — | 18,075 | 803,983 | | Donna J. Stevens EVP, Chief Operations Officer | 2025 | 380,000 | — | 132,978 | 151,132 | 143,591 | 23,031 | 830,732 | | | 2024 | 370,000 | — | 92,484 | 29,933 | 142,123 | 31,561 | 666,101 | | | 2023 | 345,000 | 105,941 | 45,570 | — | 132,071 | 14,909 | 643,491 | | Christy Lombardi(8) EVP, Chief Human Resources Officer | 2025 | 370,000 | — | 129,482 | 147,155 | 44,588 | 27,235 | 718,460 |

  45. Summary Compensation Table

    (1)Bonus. The amounts reported for 2025 are company discretionary contributions to the Deferred Compensation Plan. (2)Stock Awards. The amounts reported are the aggregate grant date fair value of restricted stock units (“RSUs”) and performance share units (“PSUs”) granted in the year shown computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. The values in this column reflect the full grant date fair value of all equity awards granted during the year, although RSUs are subject to vesting periods based on continued employment and the number of PSUs that vest depends on whether we achieve specified performance measures. For more information about these awards and the calculation of their fair value, see Note 10 – Stock-Based Compensation in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. 2025 stock awards are described under “Compensation Discussion and Analysis – 2025 Compensation,” and details regarding these awards can be found in the Grants of Plan-Based Awards table. Details regarding outstanding stock awards can be found in the Outstanding Equity Awards at Fiscal Year-End table. For 2025, the grant date fair value of PSUs included in this column is based on payout at target, which we have determined to be the probable level of achievement of the performance measures related to these awards. Assuming the highest level of performance is achieved, which would result in the vesting of 150% of the PSUs granted, the grant date value of the PSUs would be: $393,734 for Mr. Burke; $112,860 for Mr. Cullum; $104,978 for Mr. Capitani; $112,874 for Mr. Ebron; $99,733 for Ms. Stevens; and $97,111 for Ms. Lombardi. (3)Non-Equity Incentive Plan Compensation. For 2025, the amounts reported represent cash awards earned in 2025 under the STIP. (4)Changes in Pension Value and Non-qualified Deferred Compensation Earnings. We do not provide any above-market or preferential earnings on non-qualified deferred compensation. The amounts reported represent the aggregate change in the present value of accumulated benefits under SERPs from the prior completed fiscal year to the current fiscal year. (5)All Other Compensation. Details of the amounts of All Other Compensation for 2025 is as follows:

  46. Summary Compensation Table

    | Name | 401(k) Matching Contributions ($) | Imputed Income on Life Insurance ($) | Perquisites(a) ($) | Total All Other Compensation ($) | | James M. Burke | 14,000 | 2,499 | 21,262 | 37,761 | | Charles S. Cullum | 10,419 | 258 | 7,723 | 18,400 | | Todd L. Capitani | 11,968 | 1,181 | 47,302 | 60,451 | | B. Scot Ebron | 14,000 | 806 | 3,269 | 18,075 | | Donna J. Stephens | 11,485 | 4,217 | 7,329 | 23,031 | | Christy Lombardi | 11,965 | 994 | 14,276 | 27,235 |

  47. Summary Compensation Table

    (a) Perquisites consist of the following: personal use of a company-owed automobile for each of the named executive officers; club dues for Mr. Burke; company contribution to health savings account for Mr. Burke, Mr. Cullum, Mr. Capitani, and Ms. Stevens; service award for Mr. Burke; insurance opt-out stipend for Ms. Lombardi; payout of unused paid time-off for Mr. Capitani; and transfer to Mr. Capitani of company-owned vehicle, valued at $34,901. (6) Mr. Cullum joined the Company as Chief Financial Officer on April 21, 2025. (7) Mr. Capitani terminated employment on August 15, 2025. (8) Mr. Ebron and Ms. Lombardi were not named executive officers in 2024 or 2023.

  48. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information on plan-based awards made to the named executive officers in 2025.

  49. Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2)(3) | | | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock Awards(4) ($) | | Name | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | James M. Burke | RSU | 2/27/2025 | | | | | | | 17,418 | 262,489 | | | PSU | 2/27/2025 | | | | 8,709 | 17,418 | 26,127 | | 262,489 | | | STIP | | $175,000 | $350,000 | $525,000 | | | | | | | Charles S. Cullum | RSU | 7/29/2025 | | | | | | | 12,485 | 200,010 | | | RSU | 8/21/2025 | | | | | | | 4,744 | 75,240 | | | PSU | 8/21/2025 | | | | 2,372 | 4,744 | 7,116 | | 75,240 | | | RSU | 11/19/2025 | | | | | | | 12,571 | 200,005 | | | STIP | | 75,250 | 150,500 | 225,750 | | | | | | | Todd L. Capitani | RSU | 2/27/2025 | | | | | | | 4,644 | 69,985 | | | PSU | 2/27/2025 | | | | 2,322 | 4,644 | 6,966 | | 69,985 | | | STIP | | 70,000 | 140,000 | 210,000 | | | | | | | B. Scot Ebron | RSU | 2/27/2025 | | | | | | | 4,993 | 75,245 | | | PSU | 2/27/2025 | | | | 2,497 | 4,993 | 7,490 | | 75,245 | | | STIP | | 75,250 | 150,500 | 225,750 | | | | | | | Donna J. Stevens | RSU | 2/27/2025 | | | | | | | 4,412 | 66,489 | | | PSU | 2/27/2025 | | | | 2,206 | 4,412 | 6,618 | | 66,489 | | | STIP | | 66,500 | 133,000 | 199,500 | | | | | | | Christy Lombardi | RSU | 2/27/2025 | | | | | | | 4,296 | 64,741 | | | PSU | 2/27/2025 | | | | 2,148 | 4,296 | 6,444 | | 64,741 | | | STIP | | 64,750 | 129,500 | 194,250 | | | | | |

  50. Grants of Plan-Based Awards

    (1) The amounts in these columns represent the threshold, target and maximum amounts of potential cash incentive payments that may be earned under the STIP as established by the Compensation Committee. The awards are described under “Compensation Discussion and Analysis – 2025 Compensation.” The actual amounts earned by each executive are disclosed in the Summary Compensation Table. (2) The amounts in these columns represent the threshold, target and maximum number of shares that may be earned with respect to PSUs granted in 2025. Earned shares will be paid following the end of the 2025-2027 performance period, based on the extent to which the performance measures have been achieved. These awards are described under “Compensation Discussion and Analysis – 2025 Compensation.” (3) PSUs will be credited with dividends paid on company stock during the time period when the PSUs are outstanding, which will be adjusted for performance and paid out in cash if and when the underlying PSU is earned and paid. (4) The amounts reported are the aggregate grant date fair value of RSU and PSU awards computed in accordance with FASB ASC Topic 718. Refer to note 2 to the Summary Compensation Table for additional detail on the grant date fair value of awards. Details regarding outstanding stock awards can be found in the Outstanding Equity Awards at Fiscal Year-End table.

  51. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information regarding all unvested equity awards held by the named executive officers at December 31, 2025.

  52. Outstanding Equity Awards at Fiscal Year End

    | | | Stock Awards | | | | | Name | Grant Date | Number of shares or units of stock that have not vested(1)(2)(3) (#) | Market value of shares or units of stock that have not vested(4) ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested(5)(6) (#) | Equity incentive plan awards: Market value or payout value of unearned shares, units or other rights that have not vested(4) ($) | | James M. Burke | 3/6/2023 | 6,260 | 110,677 | | | | | 3/7/2024 | 9,358 | 165,449 | 14,037 | 248,174 | | | 2/27/2025 | 17,418 | 307,950 | 17,418 | 307,950 | | Charles S. Cullum | 7/29/2025 | 12,485 | 220,735 | | | | | 8/21/2025 | 4,744 | 83,874 | 4,744 | 83,874 | | | 11/19/2025 | 12,571 | 222,255 | | | | B. Scot Ebron | 3/6/2023 | 1,192 | 21,075 | | | | | 3/7/2024 | 2,871 | 50,759 | 4,306 | 76,130 | | | 2/27/2025 | 4,993 | 88,276 | 4,993 | 88,276 | | Donna J. Stevens | 3/7/2024 | 2,724 | 48,160 | 4,085 | 72,223 | | | 2/27/2025 | 4,412 | 78,004 | 4,412 | 78,004 | | Christy Lombardi | 3/6/2023 | 1,360 | 24,045 | | | | | 3/7/2024 | 2,650 | 46,852 | 3,975 | 70,278 | | | 2/27/2025 | 4,296 | 75,953 | 4,296 | 75,953 |

  53. Outstanding Equity Awards at Fiscal Year End

    (1) 2023 RSUs. These units vested on March 6, 2026. Includes performance units for the 2023-2025 performance period that were issued by The Community Financial Corporation and assumed by the company and converted to time-based restricted stock units in connection with the merger with The Community Financial Corporation. (2) 2024 RSUs. One half of these units vested on March 7, 2026, and one half of these units is scheduled to vest on March 7, 2027. (3) 2025 RSUs. One third of the units granted on February 27, 2025, vested on February 27, 2026, one third of these units is scheduled to vest on February 27, 2027, and one third of these units is scheduled to vest on February 27, 2028. The RSUs granted to Mr. Cullum in 2025 are scheduled to vest in equal installments on the first, second, and third anniversary of the grant date. (4) Aggregate market values were computed by multiplying the closing price per share of company common stock of $17.68 per share on December 31, 2025, by the number of unvested units. (5) 2024 PSUs. Vesting is subject to the achievement of specific performance measures. The number of PSUs shown in the table assumes the target level of performance is achieved. The actual number of shares to be earned will be determined based on the 2024 – 2026 performance period. (6) 2025 PSUs. Vesting is subject to the achievement of specific performance measures. The number of PSUs shown in the table assumes the target level of performance is achieved. The actual number of shares to be earned will be determined based on the 2025 – 2027 performance period.

  54. Stock Vested in 2025

    Stock Vested in 2025 The following table provides information for each of our named executive officers regarding the vesting of stock awards during 2025. The value realized upon the vesting of stock awards is based on the market price of company stock on the vesting date. None of the named executive officers held or exercised any stock options in 2025.

  55. Stock Vested in 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized Upon Vesting ($) | | James M. Burke | 15,332 | 213,491 | | Charles S. Cullum | — | — | | Todd L. Capitani | 12,695 | 177,437 | | B. Scot Ebron | 4,382 | 67,497 | | Donna J. Stevens | 3,332 | 51,042 | | Christy Lombardi | 14,274 | 228,444 |

  56. Stock Vested in 2025

    (1)Reflects the gross number of RSUs that vested and were settled and paid in 2025 and includes any amount that were withheld for applicable taxes.

  57. Pension Benefits

    Pension Benefits The following table provides information regarding the Supplemental Executive Retirement Plans, or SERPs, and Salary Continuation Agreements with our named executive officers.

  58. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefits(1) ($) | Payments During Last Fiscal Year ($) | | James M. Burke | Salary Continuation Agreement dated as of August 21, 2006, as amended and restated as of April 30, 2018 | 19 | 573,476 | — | | | SERP Agreement dated as of January 1, 2011, as amended and restated as of April 30, 2018 | 12 | 380,490 | — | | | SERP Agreement dated as of November 14, 2014, as amended and restated as of April 30, 2018 | 12 | 78,033 | — | | Todd L. Capitani | SERP Agreement dated as of January 1, 2011, as amended and restated as of April 30, 2018 | 12 | 468,992 | — | | | SERP Agreement dated as of November 1, 2014, as amended and restated as of April 30, 2018 | 12 | 670,445 | — | | Donna J. Stevens | SERP Agreement dated July 19, 2019, as amended March 1, 2022 | 6 | 766,118 | — | | Christy Lombardi | SERP Agreement dated as of November 1, 2014, as amended and restated as of April 30, 2018 | 12 | 329,789 | — |

  59. Pension Benefits

    (1)The present value of accumulated benefits represents the current liability included in the company’s accounting records with respect to the Salary Continuation Agreement and SERP agreements. The Company accounts for the Salary Continuation Agreement and SERP agreements in accordance with ASC 710-10 (Accounting for Post-Retirement Benefits Other than Pensions). For additional information, see Note 12 — Deferred Compensation in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K.

  60. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table provides information regarding executive and company contributions, 2025 earnings and year-end account balances for the named executive officers under our deferred compensation plan.

  61. Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2025 ($) | Company Contributions in 2025(1) ($) | Aggregate Earnings in 2025(2) ($) | Aggregate Withdrawals/ Distributions in 2025 ($) | Aggregate Balance at December 31, 2025(3) ($) | | James M. Burke | — | — | — | — | — | | Charles S. Cullum | — | 34,400 | 987 | — | 35,387 | | Todd L. Capitani | — | — | — | — | — | | B. Scot Ebron | — | 34,400 | 16,360 | — | 81,582 | | Donna J. Stevens | 125,732 | — | 78,212 | 28,364 | 741,955 | | Christy Lombardi | — | — | — | — | — |

  62. Nonqualified Deferred Compensation

    (1)Company contributions under the Deferred Compensation Plan are discussed under “Compensation Discussion and Analysis – 2025 Compensation.” These amounts are included in the Bonus column of the Summary Compensation Table. (2)The Deferred Compensation Plan credits plan balances with the actual financial performance of investment funds in which the plan balances are hypothetically invested. Earnings on plan balances are not included in the Summary Compensation Table because they are not considered to be above-market or preferential. (3)The aggregate balance as of December 31, 2025, for Ms. Stevens includes $326,136 of executive contributions that were previously earned and reported as compensation in the Summary Compensation Table for the years 2019 through 2024.

  63. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  64. Other Potential Payments

    Other Potential Payments Deferred Compensation Plan – Participants in the plan who receive an employer discretionary contribution will fully vest in all employer discretionary contributions upon the occurrence of any of the following events: death, disability, attainment of age 66, or a change in control. All employer discretionary contributions, whether vested or unvested, will be forfeited upon termination due to cause.

  65. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Potential payments to our named executive officers pursuant to existing plans or arrangements in event of their termination or a change in control as of December 31, 2025, are shown in the table below. These amounts are estimates only. The actual amounts to be paid can only be determined at the time the executive becomes eligible for payment. Valuation of equity awards was based on the closing price of our common stock on December 31, 2025, which was $17.68 per share. In the event of termination for cause or voluntary termination, the named executive officer would receive only their salary through the date of termination.

  66. Potential Payments upon Termination or Change in Control

    | Name | | Death ($) | Disability ($) | Termination without cause ($) | Change in control and qualifying termination ($) | | James M. Burke | Cash severance(1)(2) | — | — | — | 3,150,000 | | | Welfare benefits(3) | — | — | — | 71,365 | | | Split-dollar life insurance(4) | 500,000 | — | — | — | | | SERPs(5) | 2,583,443 | 2,426,243 | 2,426,243 | 2,119,178 | | | RSUs(6) | 584,076 | 584,076 | — | 584,076 | | | PSUs(6) | 556,124 | 556,124 | — | 556,124 | | Charles S. Cullum | Cash severance(1)(2) | — | — | — | 1,161,000 | | | Welfare benefits(3) | — | — | — | 47,576 | | | Deferred Compensation Plan | 35,387 | 35,387 | — | 35,387 | | | RSUs(6) | 526,864 | 526,864 | — | 526,864 | | | PSUs(6) | 83,874 | 83,874 | — | 83,874 | | B. Scot Ebron | Cash severance(1)(2) | — | — | — | 1,451,250 | | | Welfare benefits(3) | — | — | — | 57,879 | | | Deferred Compensation Plan | 81,582 | 81,582 | — | 81,582 | | | RSUs(6) | 160,110 | 160,110 | — | 160,110 | | | PSUs(6) | 164,406 | 164,406 | — | 164,406 | | Donna J. Stevens | Cash severance(1)(2) | — | — | — | 1,026,000 | | | Welfare benefits(3) | — | — | — | 46,303 | | | Split-dollar life insurance(4) | 843,533 | — | — | — | | | SERP(5) | — | 748,788 | 748,788 | 1,008,847 | | | RSUs(6) | 126,164 | 126,164 | — | 126,164 | | | PSUs(6) | 150,227 | 150,227 | — | 150,227 | | Christy Lombardi | Cash severance(1)(2) | — | — | — | 999,000 | | | Welfare benefits | — | — | — | 46,303 | | | Split-dollar life insurance(4) | 500,000 | — | — | — | | | SERP(5) | 1,307,203 | 1,307,203 | 1,307,203 | 1,307,203 | | | RSUs(6) | 146,850 | 146,850 | — | 146,850 | | | PSUs(6) | 146,231 | 146,231 | — | 146,231 |

  67. Potential Payments upon Termination or Change in Control

    (1)Amounts are payable under the terms of the Change in Control Severance Plan. (2)Amounts do not reflect that under the Change in Control Severance Plan payments in connection with a change in control that would result in a golden parachute excise tax under Sections 280G and 4999 of the Internal Revenue Code may be reduced in certain circumstances so that such tax would not apply. (3)Amount represents health insurance benefits to be paid under the Change in Control Severance Plan based upon monthly premiums being paid as of December 31, 2025. (4)Amounts are payable to the named executive officer’s beneficiaries under split-dollar life insurance agreements that we have entered into with the named executive officers. (5)Amount represents the sum of all payments payable to the named executive officer or his or her beneficiary under supplemental executive retirement plans and salary continuation agreements. (6)Amount represents the value of unvested units at December 31, 2025, that would vest upon termination of employment due to death or disability or a qualified termination following a change in control.

  68. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance The charts below describe the relationship between compensation actually paid to our Chief Executive Officer and other named executive officers (as calculated above) and our financial and stock performance.

  69. CEO Pay Ratio

    CEO Pay Ratio We are required by SEC rules to disclose the median of the annual total compensation of all employees of the company (excluding the Chief Executive Officer), the annual total compensation of the Chief Executive Officer, and the ratio of these two amounts (the “pay ratio”). The pay ratio below is a reasonable estimate based on our payroll records and the methodology described below and was calculated in a manner consistent with SEC rules. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use a variety of methodologies, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. We selected December 31, 2025, as the determination date for identifying the median employee. Year-to-date taxable wages paid from January 1, 2025, to December 31, 2025, for all employees as of the determination date, with the exception of Mr. Burke, were arrayed from lowest to highest. Wages of newly hired permanent employees were adjusted to represent wages for the entire measurement period. This period captured all incentive payments for the tax year as well as the vesting of equity awards, as applicable. The median employee was identified, and total compensation for the median employee was calculated in the manner required for the Summary Compensation Table. Mr. Burke’s total compensation for 2025, as disclosed in the Summary Compensation Table, was $1,772,098, and the median employee’s was $69,162, producing a ratio of 25.6 to 1.