DEF 14A of Shore Bancshares Inc, Apr 15, 2025

DEF 14A of Shore Bancshares Inc

Filed Apr 15, 2025 · FY20240001628280-25-017818

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Classification of the Company’s Directors

    Classification of the Company’s Directors In accordance with the terms of the Company’s Amended and Restated Articles of Incorporation, as amended and supplemented (the “Charter”), our Board is divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms, as follows: •The Class I directors are William E. Esham, III, John A. Lamon, III, Frank E. Mason, III, Rebecca M. McDonald, Mary Todd Peterson and Esther A. Streete, whose terms will expire at the Annual Meeting; •The Class II directors are Michael B. Adams, James M. Burke, Louis P. Jenkins, Jr., David S. Jones, Clyde V. Kelly, III, David W. Moore, Austin J. Slater, Jr. and Dawn M. Willey, whose terms will expire at the annual meeting of shareholders to be held in 2026; and •The Class III directors are R. Michael Clemmer, Jr., Alan J. Hyatt, E. Lawrence Sanders, III and Konrad M. Wayson, whose terms will expire at the annual meeting of shareholders to be held in 2027. Following the July 2023 merger with Community Financial, the Board evaluated the number of members serving on the Board and determined to decrease the size from 20 to 18 directors effective as of the 2024 annual meeting of shareholders. The Board has determined to further decrease the number of members serving on the Board from 18 to 16 directors effective at the Annual Meeting. In connection with the plan to reduce the size of the Board, Mr. Mason and Ms. Peterson were not nominated for re-election to the Board at the Annual Meeting. The Board currently expects that the size of the Board may be further reduced in future years to as few as 13 members. As a result, the Board has determined not to balance the class sizes at this time. The plan to reduce the size of the Board is subject to the Board’s further evaluation and discretion. Changes to the size of the Board will be structured so that, over time, the number of directors in each Board class will be as nearly equal as possible.

  3. Election Procedures; Term of Office

    Election Procedures; Term of Office At each annual meeting of shareholders, or special meeting in lieu thereof, upon the expiration of the term of a class of directors, the successors to such directors will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and the election and qualification of his or her successor. Any change in the Board resulting from an increase or decrease in the number of directors will be distributed by the Board among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

  4. Board Composition

    Board Composition Our 18 directors comprise a well-balanced Board.

  5. Board of Directors Overview

    Board of Directors Overview Ages as of December 31, 2024 M = Member C = Chair (1) As part of the plan to reduce the size of the Board as discussed in Proposal 1, Mr. Mason and Ms. Peterson were not nominated for re-election and their terms will end at the Annual Meeting.

  6. Board Skills and Experience Matrix

    Board Skills and Experience Matrix Our Board members have a broad set of qualifications, attributes, skills and experience that are well suited to oversee the Company’s strategy and operations. A summary of the attributes and qualifications of our directors is presented below. These skills collectively allow our directors to effectively oversee the Company and create an engaged, effective, and strategically-oriented Board.

  7. Nomination Process

    Nomination Process The Governance Committee is responsible for assembling and maintaining a list of qualified candidates to fill vacancies on the Board, and it periodically reviews this list and researches the talent, skills, expertise, and general background of these candidates. The Governance Committee will from time to time review and consider candidates recommended by shareholders. Shareholder recommendations should be submitted in writing to: Shore Bancshares, Inc., 18 East Dover Street, Easton, Maryland 21601, Attn: Andrea E. Colender, Secretary; and must specify (i) the recommending shareholder’s contact information, (ii) the class and number of shares of capital stock beneficially owned by the recommending shareholder, (iii) the name, address and credentials of the candidate for nomination, and (iv) the candidate’s consent to be considered as a candidate. Whether recommended by a shareholder or chosen independently by the Governance Committee, a candidate will be selected for nomination based on his or her talents, skills, expertise and the needs of the Board. The Governance Committee’s goal in selecting nominees is to identify persons who have business and other ties to the communities and industries we serve, and who have skills, education and other attributes that will meet the needs of the Board at that time and, generally, that are complimentary to the skills and attributes possessed by existing directors. When searching for and appointing directors to fill a particular committee position, the Governance Committee searches for persons who will meet the independence standards required for those committees and who possess skills and attributes that will allow the committee to be effective. The Governance Committee also strives to select individuals who it believes will work well with the other directors at the highest level of integrity and effectiveness. A candidate, whether recommended by a shareholder or otherwise, will not be considered for nomination unless he or she is of good character and is willing to devote adequate time to Board duties. In assessing the qualifications of potential candidates, the Governance Committee will also consider the candidate’s experience, judgment, and civic and community relationships, and experience among existing directors. Certain Board positions, such as Audit Committee membership, may require other special skills, expertise, or independence from the Company. It should be noted that a shareholder recommendation is not a nomination, and there is no guarantee that a candidate recommended by a shareholder will be approved by the Governance Committee or nominated by the Board. A shareholder who desires to nominate a candidate for election may do so only in accordance with Article II, Section 4 of our Bylaws which provides that directors may be nominated by shareholders by written request to the Secretary of the Company received not less than 120 days nor more than 180 days prior to the date fixed for the meeting. Additional time constraints are applicable in the cases of a change in shareholder meeting date or a special meeting called for the purpose of electing directors. As provided in the Bylaws, the notice of nomination must specify: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the number of shares of our capital stock owned by each proposed nominee; (d) the name and residence address of the notifying shareholder; (e) the number of shares of our capital stock owned by the notifying shareholder; (f) the consent in writing of the proposed nominee as to the proposed nominee’s name being placed in nomination for director; (g) a description of all arrangements or understandings between such notifying shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such notifying shareholder; (h) a representation that such notifying shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and (i) all information relating to such proposed nominee that would be required to be disclosed by Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), assuming such provisions would be applicable to the solicitation of proxies for such proposed nominee.

  8. Nominees for Election

    Nominees for Election Our Board has approved the nomination of William E. Esham, III, John A. Lamon, III, Rebecca M. McDonald and Esther A. Streete for re-election as Class I directors at the Annual Meeting. Information about the principal occupations, business experience and qualifications of these nominees is provided below under the heading “Qualifications of 2025 Director Nominees and Continuing Directors.” Ages presented are as of December 31, 2024. Vote Required for Approval. Directors are elected by a plurality of all votes cast on the proposal at the Annual Meeting. Withholding of a vote, abstentions and broker non-votes will be counted for purposes of determining the presence of a quorum but will have no impact on the outcome of the vote on this proposal. The Board of Directors recommends a vote “FOR” the election of each of the nominees.

  9. Qualifications of 2025 Director Nominees and Continuing Directors

    Qualifications of 2025 Director Nominees and Continuing Directors

  10. Class I Directors Nominees

    Class I Directors Nominees

  11. Class I Directors Nominees

    | WILLIAM E. ESHAM, III Age: 59 Director Since: 2020 Committees: Compensation Executive | Mr. Esham was appointed to serve as a director of both the Company and the Bank in June of 2020. Mr. Esham is a partner in the law firm of Ayres, Jenkins, Gordy & Almand, P.A., specializing in real estate law, located in Ocean City, Maryland. Mr. Esham also serves on the Board of Trustees for Worcester Preparatory School and the Board of Directors for Atlantic General Hospital. Mr. Esham holds a Bachelor of Arts from Washington and Lee University and a Juris Doctor from University of Baltimore. In nominating Mr. Esham, the Governance Committee considered as important factors Mr. Esham’s legal expertise in real estate law and his prior bank board of director experience with Shore Bank during the period of 2012-2016 (which was acquired by Xenith Bank in 2016) and Peninsula Bank's Advisory Board during the period of 1996-2006. | | JOHN A. LAMON, III Age: 67 Director Since: 2021 Committees: Compensation Governance | Mr. Lamon joined the Company’s Board on November 1, 2021, as a result of the merger between the Company and Severn Bancorp, Inc. (“Severn”). Prior to joining the Company’s Board, Mr. Lamon served as a director of Severn since 2009 and a director of Severn Savings Bank, FSB (“Severn Bank”), since 2008. 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 received his Bachelor of Arts degree from the University of Maryland, College Park, where he was a two-time All American lacrosse player. Mr. Lamon received the Willis Bilderback Volunteer Award and the Wille Gateau Youth Services Award. 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. In nominating Mr. Lamon, the Governance Committee considered as important factors Mr. Lamon’s business and marketing experience, which is important to the oversight of the Company’s financial reporting, and enterprise and operational risk management. |

  12. Class I Directors Nominees

    | REBECCA MIDDLETON MCDONALD, CPA Age: 51 Director Since: 2023 Committees: Audit Board Risk Oversight Strategic Initiatives & Technology | Ms. McDonald was appointed as a director of the Company and the Bank in 2023 as a result of the merger between the Company and Community Financial. Prior to joining the Company’s Board, Ms. McDonald served as a director of Community Financial and Community Bank of the Chesapeake since 2020. She 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. Ms. McDonald holds a Bachelor of Science from Elon University. In nominating Ms. McDonald, the Governance Committee considered as important factors Ms. McDonald’s extensive audit, public accounting, and executive level experience. Ms. McDonald’s proficiencies provide the Board with a skill set critical to successfully operating the Company and Bank. | | ESTHER A. STREETE Age: 48 Director Since: 2022 Committees: Audit Executive | Ms. Streete was appointed to serve as a director of both the Company and the Bank on August 1, 2022. Ms. Streete is a Principal at McNamee Hosea, a full-service Maryland business law firm. She has worked at McNamee Hosea since 2005. She is a Certified Public Accountant (CPA) 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. Ms. Streete holds a Bachelor of Science from Frostburg State University, a Juris Doctor from the University of Maryland School of Law and a Master of Laws in Taxation from the University of Baltimore School of Law. In nominating Ms. Streete, the Governance Committee considered as important Ms. Streete’s experience as an attorney, certified public accountant, and her expertise in financial planning, estate and trust administration. |

  13. Continuing Directors

    Continuing Directors

  14. Class II Directors

    Class II Directors

  15. Class II Directors

    | MICHAEL B. ADAMS Age: 58 Director Since: 2023 Committees: Executive Strategic Initiatives & Technology (Chair) | Mr. Adams was appointed as a director of the Company and the Bank in 2023 as a result of the merger between the Company and Community Financial. Prior to joining the Company’s Board, Mr. Adams served as a director of Community Financial and Community Bank of the Chesapeake since 2021. He is the President of JON Properties, LLC., a full service commercial real estate company in Fredericksburg, Virginia. JON Properties has won numerous awards, particularly for its work on Historic Renovation and tax credit projects in the Fredericksburg, Virginia region. Mr. Adams founded JON Properties in 2006. It is located at 900 Princess Anne Street Fredericksburg, VA 22401. Prior to starting JON Properties, Mr. Adams worked at WEB Equipment, Inc., a dealer in rough terrain forklifts. Mr. Adams served as President of WEB Equipment, Inc. from 1995 to 2006. Mr. Adams serves, or has served, on numerous boards of community organizations. These include 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 attended Prince George’s Community College and the University of Maryland where he studied business management. Mr. Adams holds a Class A General Contractors License and is a licensed real estate broker in the state of Virginia. Mr. Adams’ qualifications to serve on our Board include his management and strategic knowledge through his experience as founder and owner of a local business. His experience as a business owner adds valuable expertise regarding local issues and provides first-hand understanding of the needs of business owners in the environment in which the Bank operates. | | JAMES M. BURKE Age: 56 Director Since: 2023 | Mr. Burke was appointed President and Chief Executive Officer (“CEO”) and director of the Company and the Bank on July 1, 2023 as a result of the merger between the Company and Community Financial. Prior to the merger, Mr. Burke served as the President and CEO and director of Community Financial and Community Bank of the Chesapeake. 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. Mr. Burke is a Maryland Bankers School graduate and holds a Bachelor of Arts from High Point University. He is also a graduate of the East Carolina Advanced School of Commercial Lending and attended the Harvard Business School Program on Negotiation. Mr. Burke’s qualifications to serve on our Board include his extensive experience in the banking industry that affords our Board valuable insight regarding the business and operations of the Bank and the Company. Mr. Burke’s strategic leadership abilities, financial acumen and knowledge of the Company’s and the Bank’s business position him well to serve as President and CEO and as a director. |

  16. Class II Directors

    | LOUIS P. JENKINS, JR. Age: 53 Director Since: 2023 Committees: Compensation (Chair) Executive Governance | Mr. Jenkins was appointed as a director of the Company and the Bank in 2023 as a result of the merger between the Company and Community Financial. Prior to joining the Company’s Board, Mr. Jenkins served as a director of Community Financial and Community Bank of the Chesapeake since 2000. He is the principal of Jenkins Law Firm, LLC, located in La Plata, Maryland. 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. Mr. Jenkins’ qualifications to serve on our Board include his experience as an attorney, which provides the Board with substantial knowledge regarding issues facing the Company and the Bank. In addition, Mr. Jenkins brings a critical perspective to the lending and governance function of the Company and the Bank. 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 the Bank operates. | | DAVID S. JONES Age: 65 Director Since: 2021 Committees: Compensation Governance | Mr. Jones joined the Company’s Board on November 1, 2021, as a result of the merger between the Company and Severn. Prior to joining the Company’s Board, Mr. Jones served as a director of Severn since 2012 and a director of Severn Bank, since 2011. 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. Mr. Jones qualifications to serve on our Board include his many years of business experience, which is important to the oversight of the Company’s financial reporting, and enterprise and operational risk management. | | CLYDE V. KELLY, III Age: 71 Director Since: 2016 Committees: Compensation Executive Governance (Chair) | Mr. Kelly served as a director of CNB since 2005 and subsequently became a director of the Company and the Bank after the merger of CNB and Talbot Bank in 2016. Mr. Kelly has been the President and General Manager of Kelly Distributors, Inc. since 1987, a company that distributes a portfolio of beer, wine, spirits and non-alcoholic beverages in Talbot, Queen Anne’s, Caroline, Dorchester and Kent counties of Maryland. Mr. Kelly’s qualifications to serve on our Board include his leadership of a large company, familiarity with an important market area in which we compete, and his 19 years of experience on a bank board. | | DAVID W. MOORE Age: 60 Director Since: 2014 Committees: Compensation | Mr. Moore has been a director of the Company since 2014. He previously served as a director of The Felton Bank since 2001 and subsequently became a director of CNB after the merger of The Felton Bank and CNB in 2010. He became a director of the Bank after the merger of Talbot Bank and CNB in 2016. Mr. Moore has served as President and CEO of The Milford Housing Development Corporation (MHDC) since 2004 and President of East Coast Property Management since 2011. He received his Associate degree in Construction Management from Delaware Technical and Community College in 1984 and his Bachelor of Science degree in Business Management in 1994. Mr. Moore’s qualifications to serve on our Board include his experience in banking in both Delaware and Maryland as well as his expertise in our key market areas. |

  17. Class II Directors

    | AUSTIN J. SLATER, JR. Age: 71 Director Since: 2023 | Mr. Slater was appointed as Lead Independent Director and Vice Chair of the Company and the Bank in 2023 as a result of the merger between the Company and Community Financial. Prior to joining the Company’s Board, Mr. Slater served as Chairman of the Board of Directors of Community Financial and Community Bank of the Chesapeake since 2020. Prior to becoming Chair, he served as a director since 2002. He is a retired executive from the electric energy industry. Mr. Slater formerly served on the Board of Directors of the Federal Reserve Bank of Richmond, Baltimore Branch, as Chairman of the Board of the Maryland Chamber of Commerce and Chairman of the Board of Trustees for the College of Southern Maryland. He currently serves as Vice Chairman on the Board of Governors for the Shepherd University and as President for the Shepherd University Foundation Board of Directors, as well as numerous other industry and civic organizations. Mr. Slater holds a Master of Business Administration in finance from the George Washington University and a Bachelor of Science in accounting from Shepherd University. Mr. Slater’s qualifications to serve on our Board include his extensive management level experience in a large company setting outside of the financial services industry. Mr. Slater’s financial acumen and operational experience allow him to understand the complexities of the Company and the Bank. His experience in a regulated industry has exposed Mr. Slater to many of the issues facing companies today, particularly regulated entities, making Mr. Slater a valued component of a well-rounded board. | | DAWN M. WILLEY Age: 62 Director Since: 2020 Committees: Audit Board Risk Oversight Strategic Initiatives & Technology | Mrs. Willey joined the Company as a director in December of 2020. 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 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.” Mrs. Willey’s qualifications to serve on our Board include 40 years of banking experience with 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. Mrs. Willey pioneered neural network fraud detections solutions, and omni-channel banking with a patent in multi-channel virtual collections. |

  18. Class III Directors

    Class III Directors

  19. Class III Directors

    | R. MICHAEL CLEMMER, JR. Age: 57 Director Since: 2016 Committees: Executive Board Risk Oversight (Chair) | Mr. Clemmer served as a director of Talbot Bank since 2012 and subsequently became a director of Shore United Bank (the “Bank”) and the Company after the merger of Talbot Bank and CNB in 2016. Mr. Clemmer is President of Salisbury, Inc., a company that 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. Mr. Clemmer is a graduate of the University of Richmond and has been a resident of Talbot County since 1982. Mr. Clemmer’s qualifications to serve on our Board include his leadership capabilities, real estate development in our key market area, and his civic participation in the business community. |

  20. Class III Directors

    | ALAN J. HYATT Age: 70 Director Since: 2021 (Chairman since 2021) Committees: Executive (Chair) | Mr. Hyatt joined the Company’s Board as the Chairman on November 1, 2021, as a result of the merger between the Company and Severn. Prior to joining the Company’s Board, Mr. Hyatt served as the Chairman and CEO of Severn and Severn Bank. 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 received his law degree from the University of Baltimore School of Law in 1978 and is an honors graduate of Bryant College of Business Administration (now Bryant University). He is a member of the Maryland State Bar Association and the Anne Arundel County Bar Association. He serves on the Board of Trustees of Luminis Health, The Anne Arundel County Retirement and Pension System, and The Annapolis Community Foundation. Mr. Hyatt’s qualifications to serve on our Board include his experience as an attorney and businessman, Mr. Hyatt 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: 68 Director Since: 2023 Committees: Board Risk Oversight | Mr. Sanders was appointed as a director of the Company and the Bank in 2023 as a result of the merger between the Company and Community Financial. Prior to joining the Company’s Board, Mr. Sanders served as a director of Community Financial and Community Bank of the Chesapeake since 2018. He is President of Edward L. Sanders Insurance Agency, which provides multi-line insurance services to clients in Maryland since 1903. Mr. Sanders graduated from NC State University in 1978, obtained his Certified Insurance Counselor designation in 1979 and became a licensed Insurance Advisor in 1981. 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. 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. Mr. Sanders’ qualifications to serve on our Board include his extensive financial, and operational knowledge from his experience as an owner of an insurance agency. His years of experience 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: 63 Director Since: 2021 Committees: Audit Board Risk Oversight | Mr. Wayson joined the Company’s Board on November 1, 2021, as a result of the merger between the Company and Severn. Prior to joining the Company’s Board, Mr. Wayson served as a director of Severn since 2009 and a director of Severn Bank, since 2008. 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 servicing 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. Mr. Wayson is a graduate of Salisbury University where he received a Bachelor of Science degree in business administration. Mr. Wayson’s qualifications to serve on our Board include his experience as a treasurer and businessman and his strong financial skills, which is important to the oversight of the Company’s financial reporting, and enterprise and operational risk management. |

  21. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS Our directors who are not also our employees or employees of our subsidiaries, referred to as “non-employee directors,” receive an annual retainer for their service on the Boards of both the Bank and Company. Non-employee directors are permitted to elect to receive their quarterly installments of the annual retainer in either cash or stock pursuant to the Shore Bancshares, Inc. 2016 Stock and Incentive Compensation Plan (the “2016 Equity Plan”). These compensatory arrangements are discussed in detail below. The following table provides information about the compensation paid to or earned by our non-employee directors during fiscal year 2024. Information regarding compensation paid to or earned by directors who are also Named Executive Officers (“NEO”) is presented in the Summary Compensation Table that appears below in the section entitled “Executive Compensation Discussion and Analysis.”

  22. Director Compensation Table

    Director Compensation Table

  23. Director Compensation Table

    | Name | Fees earned or paid in cash ($)(1) | Fees earned or paid in restricted stock ($)(2) | Non-qualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Michael B. Adams | 40,006 | 36,994 | — | 1,988 | 78,988 | | R. Michael Clemmer, Jr. | 40,006 | 36,994 | — | 793 | 77,793 | | William E. Esham, III | 40,000 | 37,000 | — | — | 77,000 | | Alan J. Hyatt | 55,006 | 36,994 | — | 150,793(5) | 242,793 | | Louis P. Jenkins, Jr. | 40,006 | 36,994 | — | 1,304 | 78,304 | | David S. Jones | 35,006 | 36,994 | — | 793 | 72,793 | | James A. Judge(6) | 35,000 | — | — | — | 35,000 | | Clyde V. Kelly, III | 40,006 | 36,994 | — | 793 | 77,793 | | John A. Lamon, III | 35,006 | 36,994 | — | 793 | 72,793 | | Frank E. Mason, III | 35,006 | 36,994 | — | 793 | 72,793 | | Rebecca M. McDonald | 35,006 | 36,994 | — | 1,304 | 73,304 | | David W. Moore | 35,000 | 37,000 | — | — | 72,000 | | Mary Todd Peterson | 45,006 | 36,994 | — | 1,304 | 83,304 | | E. Lawrence Sanders, III | 35,006 | 36,994 | — | 1,304 | 73,304 | | Austin J. Slater, Jr. | 45,006 | 36,994 | — | 1,363 | 83,363 | | Joseph V. Stone, Jr.(6) | 35,000 | — | — | 510 | 35,510 | | Esther A. Streete | 40,000 | 37,000 | — | — | 77,000 | | Konrad M. Wayson | 35,006 | 36,994 | — | 2,072 | 74,072 | | Dawn M. Willey | 35,006 | 36,994 | — | 2,072 | 74,072 |

  24. Director Compensation Table

    ____________________________________ (1) Includes fees for which the director has elected to receive shares of our Common Stock in lieu of cash. The number of shares of stock received by each director in lieu of cash during 2024 was as follows: Ms. Willey 2,663 shares for $34,992 and Mr. Wayson 2,663 shares for $34,992. (2) Includes amounts earned for serving on the Board of the Company paid in the form of restricted stock. The amounts reflect the aggregate grant date fair value of stock awards 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, 2024 regarding assumptions underlying valuation of equity awards. (3) Represents the portion of non-qualified deferred compensation earnings that are above-market. Under the plan, interest is credited at a rate equal to the Company’s annualized return on equity or based on the gains or losses on the deemed investments. (4) Represents dividends paid on unvested restricted stock. (5) Represents compensation of $150,000 for consulting services performed by Mr. Hyatt pursuant to the terms of a consulting agreement between Mr. Hyatt and the Bank and $793 in dividends paid on unvested restricted stock. (6) Messrs. Judge and Stone’s service on the Board of Directors concluded with the expiration of their terms as a director on May 29, 2024.

  25. Director Compensation

    Director Compensation In 2024, our non-employee directors received an annual retainer of $35,000, paid quarterly. In addition, the Chairman of the Board receives an additional annual retainer fee of $20,000, the Lead Independent Director and Audit Chair receive an additional annual retainer of $10,000 and the Chairs for each of the remaining committees of the Board receive an additional annual retainer fee of $5,000. Directors have the option to receive their retainers in the form of cash or restricted stock issued pursuant to the 2016 Equity Plan. Retainers paid in stock have a one-year vesting period. Directors also received an equity retainer valued at $37,000 in 2024.

  26. Governance Practices

    Governance Practices Our executive compensation program contains strong governance components that support our compensation philosophy and sound incentive compensation practices. •Active oversight by the Compensation Committee consisting solely of independent directors; •Assistance regularly provided to the Compensation Committee by an independent compensation consultant selected by the Compensation Committee; •Perquisites are limited; •No excise tax gross-ups, pursuant to Section 280G of the Internal Revenue Code, are contained in employment, change in control agreements or any other executive compensation arrangements; •Executives are discouraged from engaging in hedging transactions to offset the economic risk of owning our Common Stock; and •Executives are subject to robust share ownership guidelines.

  27. Compensation Consultant

    Compensation Consultant Aon, our current independent compensation consultant, works with the Compensation Committee to review our executive compensation program relative to our performance and similarly sized institutions. The independent consultant attends meetings and supports the Compensation Committee’s deliberations regarding executive compensation. While the Compensation Committee considers input from the independent consultant, the Compensation Committee’s decisions are the product of many factors and considerations. Management works with the independent consultant at the direction of the Compensation Committee to develop materials and analyses that are critical to the Compensation Committee’s evaluations and determinations. Such materials include data for use in determining an appropriate peer group, competitive market assessments and guidance on best practices and regulatory developments. During 2024, the Company engaged Aon to provide the Company with advice on establishing executive compensation levels and program design features and assessing potential risks under our incentive compensation plans. The Committee considered Aon’s independence for the 2024 fiscal year and whether its work raised conflicts of interest under the Nasdaq Rules. Considering these factors, the Committee determined that the work performed by Aon did not create any conflict of interest and that Aon was independent of the Company’s management.

  28. Market and Peer Group Analysis

    Market and Peer Group Analysis 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 scope and performance. The Committee used the peer data provided from Aon, an independent compensation consulting firm, to evaluate base salaries for 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 Compensation Committee engaged Aon to propose a peer group for use in making 2024 executive and director compensation decisions, which was ultimately approved by the Compensation Committee. The peer group used by the Committee for establishing 2024 compensation is as follows:

  29. Market and Peer Group Analysis

    | Company | City | State | | NBT Bancorp, Inc. | Norwich | NY | | Eagle Bancorp, Inc. | Bethesda | MD | | First Bancorp | Southern Pines | NC | | Park National Corp. | Newark | OH | | First Commonwealth Financial | Indiana | PA | | S&T Bancorp. | Indiana | PA | | Premier Financial Corp. | Defiance | OH | | Kearny Financial Corp. | Fairfield | NJ | | Tompkins Financial Corporation | Ithaca | NY | | Univest Financial Corp. | Souderton | PA | | Peoples Bancorp, Inc. | Marietta | OH | | City Holding Co. | Charleston | WV | | Financial Institutions, Inc. | Warsaw | NY | | CNB Financial Corp. | Clearfield | PA | | Mid Penn Bancorp, Inc. | Harrisburg | PA | | The First of Long Island Corp. | Melville | NY | | Carter Bankshares | Martinsville | VA | | Farmers National Banc Corp. | Canfield | OH | | Arrow Financial Corp. | Glens Falls | NY | | Summit Financial Group, Inc. | Moorefield | WV | | Southern First Bancshares, Inc. | Greenville | SC | | Primis Financial Corp. | McLean | VA | | Peoples Financial Services | Scranton | PA | | Home Trust Bancshares, Inc. | Asheville | NC | | Civista Bancshares, Inc. | Sandusky | OH |

  30. ELEMENTS OF COMPENSATION AND 2024 PAY DECISIONS

    | COMPENSATION ELEMENT | PURPOSE | | Base Salary | •Provide financial predictability and stability through fixed compensation; •Provide a salary that is market competitive; •Promote the retention of executives; and •Provide fixed compensation that reflects the scope, scale and complexity of the executive’s role. | | Short-Term Cash Incentives | •Align management and shareholder interests; •Provide appropriate incentives to achieve our annual operating plan; •Provide market competitive cash compensation when targeted performance objectives are met; and •Provide appropriate incentives to exceed targeted results. | | Long-Term Equity Incentives | •Align management and long-term shareholder interests; •Balance the short-term nature of other compensation elements with long-term retention of executive talent; •Focus our executives on the achievement of long-term strategies and results; •Create and sustain shareholder value; and •Support the growth and operational profitability of the Company. | | Employment Agreements and Change in Control Agreements | •Enable us to attract and retain talented executives; •Protect Company interests through appropriate post-employment restrictive covenants, including non-competition and non-solicitation; •Ensure management is able to analyze any potential change in control transaction objectively; and •Provide for continuity of management in the event of a change in control. | | Non-Qualified Retirement and Deferred Compensation Benefits | •Provide supplemental retirement benefits to certain executives to provide a competitive compensation package. | | Perquisites | •Limit perquisites and use as competitively appropriate and necessary only to attract and retain executive talent. |

  31. 2024 Short-Term Incentive Program (“2024 STIP”)

    2024 Short-Term Incentive Program (“2024 STIP”) The short-term incentive program provides our NEOs with the opportunity to earn cash incentive compensation for achieving specific Company performance goals. The program uses a balanced scorecard approach by establishing threshold, target and maximum incentive opportunities tied to performance factors aligned with our annual strategic plan. The Compensation Committee determines the actual STIP payout by considering Company performance against a scorecard of financial performance metrics that ties to our annual strategic plan. The 2024 target incentive opportunity levels for our NEOs are below.

  32. 2024 Short-Term Incentive Program (“2024 STIP”)

    | | STIP Opportunity Level (% of Salary) | | | | Executive | Threshold | Target | Stretch | | James M. Burke | 15.00% | 30.00% | 45.00% | | Todd L. Capitani | 12.50% | 25.00% | 37.50% | | Donna J. Stevens | 12.50% | 25.00% | 37.50% |

  33. 2024 Short-Term Incentive Program (“2024 STIP”)

    The performance factors used to determine the incentive payouts for our named executive officers under the STIP in 2024 included Pre-Tax Provision Return on Average Assets (“PTPP ROAA”), efficiency ratio, average noninterest-bearing (“NIB”) deposits/total average retail deposits, and net interest margin (“NIM”). The plan also includes a modifier which allows the Committee to reduce the incentive payouts by 20% if the specified non-performing assets as a percentage of total assets (“NPAs”) threshold was exceeded. The plan included defined threshold, target, and maximum levels of performance for each performance factor and a corresponding payout, weighted as a percentage of salary, to each of the named executive officers based upon actual achievement. 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 2024. The levels of performance for each performance factor and the actual results are noted below.

  34. 2024 Short-Term Incentive Program (“2024 STIP”)

    | Performance Factor | Threshold | Target | Stretch | Actual Results | | PTPP ROAA | 1.30% | 1.42% | 1.50% | 1.08% | | Efficiency Ratio | 63.00% | 59.86% | 56.00% | 68.54% | | Average NIB Deposits/Average Retail Deposits | 25.00% | 27.50% | 30.00% | 28.09% | | NIM | 3.10% | 3.18% | 3.25% | 3.10% |

  35. 2024 STIP Award Determination

    2024 STIP Award Determination Following the Compensation Committee’s review of the results of the components of each executive officer’s annual incentive plan scorecard in February 2025, the Compensation Committee interpolated the results and awarded incentive payouts between threshold and target performance as noted below. The short-term incentive program payouts were distributed in cash.

  36. 2024 STIP Award Determination

    | Executive | Target Incentive (% of Salary) | Target Incentive ($) | Amount Awarded (% of Salary) | Amount Awarded ($) | | James M. Burke | 30% | 190,680 | 9.71% | 61,704 | | Todd L. Capitani | 25% | 93,750 | 8.09% | 30,338 | | Donna J. Stevens | 25% | 92,500 | 8.09% | 29,933 |

  37. 2024 Long Term Incentive Program

    2024 Long Term Incentive Program The Company’s Long-Term Incentive Program under the Company’s 2016 Stock and Incentive Compensation Plan (“LTIP”) delivers long-term incentive opportunities in a combination of time-based vesting restricted stock units and performance-contingent units. Awards under the LTIP are generally granted annually, with overlapping three-year restriction/performance cycles. The 2024 target LTIP award opportunity was 50% of base salary for the CEO and 25% of base salary for the other NEOs. The target awards are 50% time-based restricted stock units (“RSUs”) and 50% performance share units (“PSUs”) as noted below.

  38. 2024 Long Term Incentive Program

    | Executive | Time Based Vesting RSUs | Target PSUs | | James M. Burke | 25.00% | 25.00% | | Todd L. Capitani | 12.50% | 12.50% | | Donna J. Stevens | 12.50% | 12.50% |

  39. 2024 Long Term Incentive Program

    The performance factors used to determine equity awards for our named executive officers under the LTIP include ROAA and ROAE measured on a relative basis against a defined group of peer banks over the period of January 1, 2024, through December 31, 2026. The performance measurement group for the 2024 LTIP awards consists of 94 banks between $3 billion and $12 billion in assets that are traded on NYSE or NASDAQ. PSUs awarded in 2024 will vest according to performance against the following goals:

  40. 2024 Long Term Incentive Program

    | Performance Measure | Weighting | Measurement Perspective | Performance Goals | | | | | | | Threshold | Target | Stretch | | Return on Average Assets | 50.00% | Relative to Peer Banks | 25th Percentile | 50th Percentile | 75th Percentile | | Return on Average Equity | 50.00% | Relative to Peer Banks | 25th Percentile | 50th Percentile | 75th Percentile | | Payout as a % of Target | | | 50.00% | 100.00% | 150.00% |

  41. 2024 Long Term Incentive Program

    Performance and the resulting payouts will be determined as soon as practicable following the filing of the Company’s Form 10-K for the fiscal year ending December 31, 2026. In the event of death or disability, all time based vested awards will immediately vest in full as of the date of that event, and any performance-based awards will be deemed satisfied at the target level and will vest pro rata upon death, disability, or termination of the participant’s employment by reason of retirement to the extent the participant is at least 65 years of age. In the event of a change in control, all time-based awards will vest in full upon the involuntary or good reason termination of the participant’s employment, other than for cause, during the 12-month period ending on the first anniversary date of the change in control. Furthermore, the conditions applicable to any performance-based award will be deemed satisfied at the target level and will become fully vested upon involuntary or good reason termination of the participant’s employment, other than for cause, during the 12-month period ending on the first anniversary date of the change in control. In addition, we require certain levels of stock ownership as described in the Factors That Influence Our Executive Compensation Program section below. The following LTIP equity awards were granted in 2024 for the performance period beginning on January 1, 2024, and ending on December 31, 2026. The time-based vested RSUs were granted on March 7, 2024, and vest ratably over a three-year period, beginning on the first anniversary of the grant date. The performance-contingent PSUs were awarded at target level.

  42. 2024 Long Term Incentive Program

    | Executive | Title | Number of RSUs Issued | Number of PSUs Awarded (Target Level) | | James M. Burke | President & CEO | 14,037 | 14,037 | | Todd L. Capitani | EVP, CFO | 4,140 | 4,140 | | Donna J. Stevens | EVP, COO | 4,085 | 4,085 |

  43. Executive Agreements

    Executive Agreements We maintain employment agreements with Messrs. Burke and Capitani and a Change in Control Agreement with Ms. Stevens. For a detailed description of these agreements, please see the narrative following the Summary Compensation Table regarding these agreements.

  44. 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 PSUs, 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.

  45. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth for the last two fiscal years the total remuneration for services in all capacities awarded to, earned by, or paid to our Named Executive Officers (the Company’s CEO and the two most highly compensated executive officers other than the CEO who were serving as executive officers as of December 31, 2024).

  46. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Non-qualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | James M. Burke President & Chief Executive Officer | 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 | | Todd L. Capitani(8) Chief Financial Officer | 2024 | 375,000 | — | 93,730 | 30,338 | 210,718 | 31,585 | 741,371 | | | 2023 | — | — | — | — | — | — | — | | Donna J. Stevens Chief Operating Officer | 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 |

  47. SUMMARY COMPENSATION TABLE

    ____________________________________ (1)2023 salary amounts reflect earnings subsequent to the merger by and between the Company and Community Financial (the “Merger”), from July 1, 2023 through December 31, 2023. (2)Amounts reflect cash retention bonuses paid to Mr. Burke, Mr. Capitani and Ms. Stevens in 2023 in connection with the Merger. (3)Represents the aggregate grant date fair value of the granting of 14,037, 4,140 and 4,085 restricted stock units (“RSUs”) to Messrs. Burke and Capitani and Ms. Stevens, respectively, computed in accordance with FASB ASC Topic 718 based on a per share price of $11.32, on the date of the grant for awards under the 2024 long-term incentive program (“2024 LTIP”) covering the NEOs. Also reflects performance share units (“PSUs”) of 14,037, 4,140 and 4,085 units awarded to Messrs. Burke and Capitani and Ms. Stevens respectively under the 2024 LTIP. The performance period for the PSUs is 2024-2026. The fair value of the PSUs has been calculated in accordance with FASB Topic 718. For the PSUs, the amounts above were calculated based on the probable outcome of the performance conditions as of the inception date and represent the value of the target number of units granted to each NEO consistent with the estimate of the aggregate compensation cost to be recognized as of the service incentive date under ASC 718. Assuming the highest level of performance, the grant date value of the PSUs awarded to each NEO (150% of the grant date target value) is as follows: Mr. Burke ($238,350), Mr. Capitani ($70,313) and Ms. Stevens ($69,375). (4)Represents RSUs of 13,409, 10,727 and 3,942 awarded to Messrs. Burke and Capitani and Ms. Stevens, respectively, in connection with a 2023 Merger retention agreement. (5)Represents incentive payments earned in 2024 under the STIP. (6)Represents the sum of above-market earnings under the Company’s deferred compensation plan and the aggregate change in the present value of accumulated benefits under the Supplemental Executive Retirement Plans (“SERPs”) from the prior completed fiscal year to the current fiscal year. Includes an aggregate change in the present value of accumulated benefits under the SERPs of $111,764, $210,718, and $142,123 to Mr. Burke, Mr. Capitani, and Ms. Stevens, respectively. (7)Details of the amounts reported in “All Other Compensation” column for 2024 are provided in the table below. (8)Mr. Capitani was not an NEO in 2023.

  48. SUMMARY COMPENSATION TABLE

    | Item | Burke | Capitani | Stevens | | Employer contribution to 401(k) Plan | 13,800 | 13,800 | 13,800 | | Imputed Income | 636 | 769 | 1,339 | | Automobile | 4,456 | 4,473 | 7,937 | | Club dues | 2,654 | — | — | | Dividends paid on unvested restricted stock | 20,057 | 8,334 | 4,360 | | Group term life benefit | 1,875 | 1,875 | 2,879 | | Other | 1,246 | 2,334 | 1,246 |

  49. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table provides information with respect to outstanding equity awards held by the NEOs at December 31, 2024.

  50. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | | Stock Awards | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Mr. Burke | 02/10/2022 02/10/2022 03/06/2023 03/06/2023 07/01/2023 03/07/2024 03/07/2024 | 596 (2) 1,788 (3) 3,129 (4) 4,695 (5) 6,705 (6) 14,037 (7) 14,037 (8) | 9,447 28,340 49,595 74,416 106,274 222,486 222,486 | | Mr. Capitani | 02/10/2022 02/10/2022 03/06/2023 03/06/2023 07/01/2023 03/07/2024 03/07/2024 | 329 (2) 987 (3) 682 (4) 1,025 (5) 5,364 (6) 4,140 (7) 4,140 (8) | 5,215 15,644 10,810 16,246 85,019 65,619 65,619 | | Ms. Stevens | 07/01/2023 03/07/2024 03/07/2024 | 1,971 (6) 4,085 (7) 4,085 (8) | 31,240 64,747 64,747 |

  51. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    ____________________________________ (1) Based upon the Company’s closing stock price of $15.85 per share at December 31, 2024. (2) Units vest in three equal installments beginning on February 10, 2023. (3) Performance shares for the 2022-2024 performance period converted to time-based restricted stock units at merger and vest in full on February 10, 2025. (4) Units vest in three equal installments beginning on March 6, 2024. (5) Performance shares for 2023-2025 performance period converted to time-based restricted stock units at merger and vest in full on March 6, 2026. (6) Units vest in two equal installments beginning July 1, 2024. (7) Units vest in three equal installments beginning on March 7, 2025. (8) Performance shares for the 2024-2026 performance period.

  52. PAY-VERSUS-PERFORMANCE

    | Year | Summary Compensation Table Total for CEO ($)(1) Beatty | Compensation Actually Paid to CEO ($) Beatty | Summary Compensation Table Total for CEO ($)(1) Burke | Compensation Actually Paid to CEO ($) Burke | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | Value of Initial Fixed $100 Investment based on Total Shareholder Return ($)(2) | Net Income ($) | | 2024 | — | — | 1,171,590 | 1,941,765 | 703,736 | 1,128,364 | 106.80 | 43,889 | | 2023 | 3,140,861 | 3,140,570 | 799,020 | 823,190 | 693,090 | 1,413,810 | 82.09 | 11,228 | | 2022 | 909,778 | 864,130 | — | — | 445,382 | 431,495 | 100.40 | 31,177 |

  53. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance The following graphs describe the relationship between CEO and other Non-CEO NEO's actual compensation to TSR and Net Income.