SHORE BANCSHARES INC (SHBI)
Sector: Financials
2026 Annual Meeting Analysis
SHORE BANCSHARES INC · Meeting: May 20, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Five Class II Directors to Serve Until the 2029 Annual Meeting
No overboarding, no attendance issues, TSR trigger does not apply (SHBI's 3-year return of +54.3% is only 8.6 percentage points below the peer median, well within the 50-point threshold for strong positive TSR), and Adams brings relevant real estate and community business experience.
As CEO-director, Burke is subject to the same TSR trigger as other directors, but the 3-year underperformance gap of 8.6 percentage points versus the peer median is far below the 50-point threshold required to trigger a vote against, and he has no overboarding or attendance concerns.
No overboarding, no attendance issues, TSR trigger does not apply, and Jenkins brings legal and regulatory experience relevant to a community bank operating in a regulated environment.
No overboarding, no attendance issues, TSR trigger does not apply, and Jones contributes local business ownership experience and community market knowledge.
No overboarding, no attendance issues, TSR trigger does not apply, and Willey brings 40 years of banking and financial technology expertise including fraud prevention and risk analytics.
All five Class II nominees receive a FOR vote. SHBI's 3-year price return of +54.3% is strongly positive, and its underperformance versus the disclosed compensation peer group median of 8.6 percentage points falls well below the 50-point threshold needed to trigger an against vote. No nominee has overboarding issues, attendance problems, or qualification concerns. Alan Hyatt, the Board Chair, is classified as non-independent due to consulting fees but does not serve on the audit or compensation committee, so no independence flag applies to the nominees. The board discloses a skills matrix and all audit committee members have appropriate financial credentials.
Say on Pay
✓ FORCEO
James M. Burke
Total Comp
$1,772,098
Prior Support
91.7%%
CEO James M. Burke received total compensation of $1,772,098 in 2025, which is within a reasonable range for a CEO of a $661 million market-cap community bank. The company's pay structure is appropriately performance-oriented: 56% of CEO pay is variable or at-risk, exceeding the 50-60% threshold required by policy, and the long-term incentive program uses meaningful performance conditions — return on average assets and return on average equity measured against a broad peer group of 85 banks over a three-year period — rather than time-based vesting alone. Prior year Say on Pay support was 91.7%, well above the 70% threshold that would require a negative response, and the company has a clawback policy in place.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
2 yrs
Audit Fees
$681,240
Non-Audit Fees
$30,450
Crowe LLP was only appointed in May 2024, giving it roughly two years of tenure — far below the 25-year threshold that would raise independence concerns. Non-audit fees of $30,450 (audit-related fees for securities offering consents) represent about 4.5% of audit fees of $681,240, well within the 50% threshold. Crowe is a large national firm appropriate for a company of SHBI's size. The prior auditor's adverse opinion on internal controls in 2023 is a historical matter under the old auditor and does not implicate Crowe.
Overall Assessment
The 2026 Shore Bancshares annual meeting presents three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive FOR votes under this policy. The compensation program is appropriately structured with meaningful performance conditions and strong prior shareholder support, the new auditor Crowe LLP is well within tenure and fee ratio thresholds, and the director nominees show no TSR underperformance flags, attendance issues, or qualification concerns.
Compensation Peer Group
23 companies disclosed in 2026 proxy filing