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

Shore Bancshares Inc (SHBI)

DEF 14A 2026-04-08 For: 2026-05-20

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Added on June 12, 2026

About this DEF 14A

Shore Bancshares Inc filed this DEF 14A on April 8, 2026.

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☑						No fee required.
☐						Fee paid previously with preliminary materials.
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


DATE			Wednesday, May 20, 2026
TIME			9:00 a.m., Eastern Time
VIRTUAL MEETING LOCATION			www.virtualshareholdermeeting.com/SHBI2026
RECORD DATE			March 23, 2026


Proposal		Board Recommendation	More Information
1	Election of five Class II directors	FOR each nominee	Page 4
2	Advisory vote to approve the compensation of the named executive officers	FOR	Page 52
3	The ratification of the appointment of Crowe LLP as the independent registered public accounting firm for 2026	FOR	Page 53


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


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.


Date and Time Wednesday, May 20, 2026 \| 9:00 a.m., Eastern Time			Access The 2026 annual meeting of stockholders will be held live via the internet in a virtual format. Stockholders may participate by logging in at www.virtualshareholdermeeting.com/SHBI2026. You will not be able to attend in person.
Record Date March 23, 2026


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.


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.


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.


Audit Committee Committee Chair: Rebecca M. McDonald Other Committee Members: Louis P. Jenkins, Jr. John A. Lamon, III Esther A. Streete Konrad M. Wayson Meetings in 2025: 8						The primary responsibilities of the Audit Committee are to assist the Board in fulfilling its oversight of: •the quality and integrity of our financial statements; •the effectiveness of internal control over financial reporting; •compliance with legal and regulatory requirements; •the qualifications, independence, and performance of the independent auditors; and •the qualifications and performance of our internal audit function. The Audit Committee is also responsible for •the appointment, compensation, and oversight of the company’s independent auditors; •pre-approving all audit and non-audit services performed by the independent auditors; and •reviewing in advance of filing quarterly and annual reports filed with the SEC. All members are financially literate as required by the Nasdaq listing rules. All members are independent and meet additional Nasdaq and SEC independence standards for audit committee members. The Board has determined that Rebecca M. McDonald is an audit committee financial expert as defined by the SEC.


Board Risk Oversight Committee Committee Chair: R. Michael Clemmer, Jr. Other Committee Members: Rebecca M. McDonald E. Lawrence Sanders, III Esther A. Streete Konrad M. Wayson Dawn M. Willey. Meetings in 2025: 4						The responsibilities of the Board Risk Oversight Committee include: •oversight of the company’s enterprise risk management activities, including the significant policies, procedures and practices employed to manage credit risk, market risk, interest rate risk, liability and liquidity risk, operational risk, and reputation risk; •reviewing and making recommendations to the Board with respect to the establishment of risk limits; and •receiving reports on risk exposures and measurement. All members are independent.


Compensation Committee Committee Chair: Louis P. Jenkins, Jr. Other Committee Members: Michael B. Adams William E. Esham, III David S. Jones Clyde V. Kelly, III John A. Lamon, III David W. Moore Meetings in 2025: 5						The responsibilities of the Compensation Committee include: •reviewing and approving compensation and benefit programs applicable to the company’s executive officers, including base salary, incentive compensation, equity awards, and retirement benefits; •reviewing and recommending to the Board the compensation of the company’s non-employee directors; •assessing whether the company’s compensation programs generally are designed in a manner that does not encourage or reward unnecessary or excessive risk-taking; •providing oversight with respect to the company’s compensation policies and practices; and •retaining and overseeing an independent compensation consultant to support the committee, approving related fees and engagement terms, and determining that the consultant’s work raises no conflicts of interest. All members are independent and meet additional Nasdaq and SEC independence standards for compensation committee members.


Governance Committee Committee Chair: Clyde V. Kelly, III Other Committee Members: Michael B. Adams William E. Esham, III Louis P. Jenkins, Jr. David S. Jones John A. Lamon, III David W. Moore Meetings in 2025: 4						The responsibilities of the Governance Committee include: •recommending to the Board for approval the slate of candidates for election or re-election at the company’s annual meeting of stockholders; •managing the process for evaluating the performance of the Board; •overseeing director orientation and continuing education programs; •affirming whether each director qualifies as “independent” as defined by Nasdaq Listing Rules; and •succession planning. All members are independent.


Strategic Initiatives & Technology Committee Committee Chair: Michael B. Adams Other Committee Members: R. Michael Clemmer, Jr. Louis P. Jenkins, Jr. David S. Jones Rebecca M. McDonald David W. Moore Dawn M. Willey Meetings in 2025: 4						The responsibilities of the Strategic Initiatives & Technology Committee include: •providing oversight and strategic guidance to management related to the company’s planning and execution of key organizational initiatives and strategic projects, technology, physical/structural assets, products, acquisitions, and key market actions; and •reviewing and providing recommendations to the Board with respect to polices, processes and systems that management uses to manage projects, new products, facilities and technology. All members are independent.


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


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


Name and Address	Number of Shares	Percentage of Common Stock Outstanding
BlackRock, Inc. 50 Hudson Yards, New York, NY 10001	2,425,534(1)	7.26%
Alan J. Hyatt 200 Westgate Circle, Suite 200, Annapolis, MD 21401	1,769,856(2)	5.31%
The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355	1,733,111(3)	5.20%


Name of Beneficial Owner	Shares Owned(1)	Right to Acquire(2)	Total Beneficial Ownership	Additional Stock Units(3)	Total
Non-Employee Directors:
Michael B. Adams	55,383	—	55,383	2,310	57,693
R. Michael Clemmer, Jr. (4)	30,163	—	30,163	2,310	32,473
William E. Esham, III	7,881	—	7,881	19,735	27,616
Alan J. Hyatt(5)	1,769,856	—	1,769,856	2,310	1,772,166
Louis P. Jenkins, Jr.	61,388	—	61,388	2,310	63,698
David S. Jones(6)	69,675	—	69,675	2,310	71,985
Clyde V. Kelly, III	28,735	—	28,735	2,310	31,045
John A. Lamon, III	62,424	—	62,424	2,310	64,734
Rebecca M. McDonald(7)	98,629	—	98,629	2,310	100,939
David W. Moore	7,849	—	7,849	12,649	20,498
E. Lawrence Sanders, III(8)	92,334	—	92,334	2,310	94,644
Austin J. Slater, Jr.	68,436	—	68,436	2,310	70,746
Esther A. Streete	658	—	658	15,221	15,879
Konrad M. Wayson(9)	83,606	—	83,606	4,550	88,156
Dawn M. Willey	46,634	—	46,634	4,717	51,351
Named Executive Officers:
James M. Burke	87,250	16,745	103,995	16,291	120,286
Charles S. Cullum	—	—	—	29,800	29,800
Todd L. Capitani(10)	48,935	—	48,935	—	48,935
B. Scot Ebron	60,417	4,291	64,708	4,765	69,473
Donna J. Stevens(11)	22,192	2,832	25,024	4,304	29,328
Christy Lombardi	61,775	4,117	65,892	4,189	70,081
All directors and executive officers as a group (27 persons)	2,861,652	38,090	2,899,742	171,911	3,071,653


Compensation Element	Committee Determination	Background
Base Salary	All base salaries adjusted based on peer data.	The committee assessed competitive market compensation using a number of data sources including publicly disclosed information on a selected peer group of publicly traded banking organizations. The committee considered other factors, including job responsibilities and scope, adjustments for individual skills and expertise, and internal pay equity.
Short-Term Incentives	Approved cash payouts to the named executive officers at 113.63% of target under the 2025 Short-Term Incentive Program based on company performance.	The company’s short-term incentive program provides our named executive officers with the opportunity to earn cash incentive compensation for achieving specific company performance goals aligned with our annual strategic plan.
Long-Term Incentives	Granted performance stock units intended to incentivize performance against metrics aligned with strategic long-term goals and time-based restricted stock units intended to align executive’s interests with stockholder interests and promote retention. Grants were adjusted based on peer data.	The company’s long-term incentive program delivers long-term incentive opportunities in a combination of time-based vesting restricted stock units and performance-based stock units. Awards under the LTIP are generally granted annually, with overlapping three-year performance cycles. The performance factors include return on average assets and return on average equity measured on a relative basis against a defined group of peer banks over the three-year performance period.
Employment Agreements/ Severance Plan	Allowed employment agreements with named executive officers to expire and implemented a Change in Control Severance Plan to replace individual change in control agreements	None of the named executive officers have employment agreements. The Board adopted a Change in Control Severance Plan to ensure that management can fairly consider potential change in control transactions.


This section describes our executive compensation philosophy, the material components of our compensation program, and the factors used for determining compensation earned by the following individuals who were our named executive officers in 2025: James M. Burke President and Chief Executive Officer Charles S. Cullum Executive Vice President and Chief Financial Officer Todd L. Capitani Former Chief Financial Officer B. Scot Ebron Executive Vice President and Chief Banking Officer Donna J. Stevens Executive Vice President and Chief Operating Officer Christy Lombardi Executive Vice President and Chief Human Resources Officer Each of our named executive officers is a member of our executive leadership team, which includes other key members of our senior management. This discussion should be read in conjunction with the compensation tables and accompanying narrative starting on page __.	TABLE OF CONTENTS
	1. Executive Summary	25
	Financial Highlights	25
	Executive Compensation Philosophy	25
	Key Compensation Decisions for 2025	26
	Compensation Tied to Performance	26
	“Say-on-Pay” Results	26
	Compensation and Governance Practices	27
	2. Compensation Components	27
	3. Executive Compensation Governance and Process	28
	Executive Compensation Process	28
	Peer Group	28
	4. 2025 Compensation	29
	Base Salary	29
	Incentive Awards Related to New Hires	29
	2025 Target Award Opportunities	30
	2025 Short-Term Incentive Program	30
	2025 Long-Term Incentive	32
	Deferred Compensation Benefit	33
	5. Other Compensation Programs and Policies	33
	Retirement Benefits	33
	Other Compensation Elements	33
	Severance Benefits	34
	Risk Considerations	34
	Executive Compensation Policies	34
	Tax and Accounting Considerations	35
	Equity Compensation Grant and Award Practices	35


WE:		WE DO NOT:
	Use an independent consultant that is retained by and reports to the Compensation Committee		Provide tax gross-ups to executive officers
	Tie a significant portion of executive compensation to performance		Provide “single-trigger” vesting of equity awards upon a change in control
	Require a minimum threshold be attained before any incentive compensation is paid		Provide “single-trigger” severance upon a change in control
	Impose maximum caps on incentive compensation		Provide excessive perquisites
	Require reimbursement or forfeiture (“clawback”) of excess incentive compensation in the event of certain accounting restatements		Permit hedging or pledging of company stock
	Require significant stock ownership by our named executive officers, including 2x base salary for our CEO and 1x base salary for our other executive officers


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 stockholder 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 stockholder 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 stockholder value; and •Support the growth and operational profitability of the company.
Non-Qualified Retirement and Deferred Compensation Benefits			•Provide supplemental retirement benefits or deferred compensation to provide a competitive compensation package.


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)


Name	2024 Base Salary		Amount of Increase		2025 Base Salary		Percent Increase
James M. Burke	$	635,600	$	64,400	$	700,000	10.1%
Charles S. Cullum					$	430,000
Todd L. Capitani	$	375,000	$	25,000	$	400,000	6.7%
B. Scot Ebron	$	390,000	$	40,000	$	430,000	10.3%
Donna J. Stevens	$	370,000	$	10,000	$	380,000	2.7%
Christy Lombardi	$	360,000	$	10,000	$	370,000	2.8%


	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%


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%


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.


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%


			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


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


March 23, 2026			Louis P. Jenkins, Jr., Chair
			Michael B. Adams
			William E. Esham III
			David S. Jones
			Clyde V. Kelly III
			John A. Lamon III
			David W. Moore


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


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


			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


		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


	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


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	—


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	—	—	—	—	—


Award Type	Event	Consequences
RSUs	Death	Unvested RSUs immediately vest
	Disability	Unvested RSUs immediately vest
	Voluntary or involuntary termination	Unvested RSUs are forfeited
	Change in control	No impact absent termination; unvested RSUs immediately vest upon a qualifying termination
PSUs	Death	Unvested PSUs immediately vest at target
	Disability	Unvested PSUs immediately vest at target
	Voluntary or involuntary termination	Unvested PSUs are forfeited
	Change in control	No impact absent termination; unvested PSUs immediately vest at target upon a qualifying termination