Shore Bancshares (SHBI) Proxy filing summary

Executive summary

• Achieved nearly 5% core deposit growth, expanded net interest margin, and maintained expense discipline in 2025, resulting in ROA above 1% in Q4 and steady capital growth.

• Added three key executives: CFO, CIO, and Chief Legal Officer, to strengthen leadership and scalability.

• Strategic focus for 2026 and beyond centers on Data, Deposits, People, and Process Improvement to enhance balance sheet, client relationships, profitability, and strategic options.

Voting matters and shareholder proposals

• Election of five Class II directors for terms expiring at the 2029 annual meeting.

• Advisory vote to approve compensation of named executive officers (say-on-pay).

• Ratification of Crowe LLP as independent registered public accounting firm for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 16 members, with a majority being independent; average tenure is 4 years.

• Board divided into three classes, with annual elections for one class; five Class II directors nominated for re-election.

• Lead Independent Director role to be reassigned after current vice chair retires.

• Board committees include Audit, Compensation, Governance, Board Risk Oversight, and Strategic Initiatives & Technology, all with independent members.

• Directors must meet stock ownership requirements; all are in compliance.

• Code of Ethics and Conflicts of Interest Policy in place for directors and officers.