Andrea E. Colender
About Andrea E. Colender
Andrea E. Colender, age 60, is Executive Vice President, Chief Legal Officer, and Corporate Secretary of Shore Bancshares, Inc. (SHBI), appointed November 1, 2021 upon the merger with Severn Bancorp . She earned a J.D. with honors from the University of Maryland School of Law (1988) and a B.A. from New College, University of South Florida (1985) . During her tenure period, SHBI reported net income of $43.9 million in 2024 vs. $11.2 million in 2023, with ROAA 0.74%, ROAE 8.35%, and a TSR value rising from 82.09 (2023) to 106.80 (2024) on a hypothetical $100 investment framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Severn Bancorp / Severn Bank | General Counsel; later Corporate Secretary | 2009–2021 | Senior legal leadership; joined SHBI through merger effective Nov 1, 2021 |
| Shore Bancshares (SHBI) | EVP, Chief Legal Officer & Corporate Secretary | 2021–present | Corporate governance, legal, and secretary responsibilities for SHBI |
| Mid-Maryland Title, Inc. (SHBI subsidiary) | Director | Sep 2017–Mar 2025 | Board service at subsidiary; governance contribution |
| SHBI Advisory Board (women) | Founder & Chair | Not disclosed | Established all-women advisory board to promote financial success of women in business |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| American Bankers Association | Member | Not disclosed | Professional affiliation |
| Maryland State Bar Association | Member | Not disclosed | Professional affiliation |
| Maryland Bankers Association | Member | Not disclosed | Professional affiliation |
| Anne Arundel County Bar Association | Member | Not disclosed | Professional affiliation |
Fixed Compensation
- Individual base salary, target bonus %, and actual bonus for Ms. Colender are not disclosed in the 2025 proxy; SHBI’s named executive officers (NEOs) for detailed pay disclosure are the CEO, CFO, and COO .
- Company compensation philosophy emphasizes competitive base pay calibrated to a regional peer group reviewed with Aon McLagan .
Performance Compensation
Company-level program design (applies to executive officers; Andrea-specific targets/payouts are not disclosed):
- Short-Term Incentive Program (STIP) metrics and 2024 results used for NEO determinations .
| Metric | Threshold | Target | Stretch | Actual (2024) |
|---|---|---|---|---|
| Pre-Tax Provision ROAA | 1.30% | 1.42% | 1.50% | 1.08% |
| Efficiency Ratio | 63.00% | 59.86% | 56.00% | 68.54% |
| Avg NIB Deposits / Avg Retail Deposits | 25.00% | 27.50% | 30.00% | 28.09% |
| Net Interest Margin (NIM) | 3.10% | 3.18% | 3.25% | 3.10% |
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Program features: balanced scorecard; 20% negative modifier if certain NPAs/total assets threshold is exceeded . NEO cash payouts interpolated between threshold and target based on actuals (Andrea’s individual payout not disclosed) .
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Long-Term Incentive Program (LTIP) metrics (performance period 2024–2026) :
| Metric | Weighting | Measurement | Threshold | Target | Stretch | Payout at Threshold/Target/Stretch |
|---|---|---|---|---|---|---|
| Return on Avg Assets (ROAA) | 50% | Relative vs peer banks | 25th percentile | 50th percentile | 75th percentile | 50% / 100% / 150% of target |
| Return on Avg Equity (ROAE) | 50% | Relative vs peer banks | 25th percentile | 50th percentile | 75th percentile | 50% / 100% / 150% of target |
- Vesting: RSUs vest ratably over 3 years beginning first anniversary of grant; PSUs vest after performance certification post-2026 10-K (change-in-control provisions provide target-level vesting upon qualifying termination within 12 months post-CIC) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 29,269 shares as of Apr 1, 2025 |
| ESPP shares included | 2,217 shares via Employee Stock Purchase Plan |
| Shares outstanding (for context) | 33,374,265 shares at Apr 1, 2025 |
| Ownership as % of outstanding | ≈0.09% (29,269 / 33,374,265) calculated from |
| Hedging/short-selling | Prohibited from writing options/short selling; hedging discouraged and subject to compliance review |
| Pledging | Company policy restricts pledging under compensation/insider policies |
| Executive stock ownership guideline | CEO: 2× base salary; other Section 16 executives: 1× base salary; 100% net shares retention until met |
| Compliance status (guideline) | Executive compliance status not disclosed; director guideline compliance confirmed separately |
No breakdown of vested vs unvested equity, options, or pledge disclosures specific to Ms. Colender are provided in the proxy .
Employment Terms
- No individual employment, severance, or change-in-control agreement is disclosed for Ms. Colender. SHBI maintains employment agreements for the CEO and CFO with severance/change-in-control payments (3×/2× salary+bonus plus COBRA equivalents), and a separate change-in-control agreement for the COO (2× salary+bonus) .
- Clawback: incentive compensation awarded on or after Oct 2, 2023 is subject to clawback per Nasdaq rules; policy applies to NEOs and awards under the equity plan; awards are also subject to plan-level clawback and restrictions .
- Insider trading policy and conflicts-of-interest governance administered by the Chief Legal Officer; shareholder communications addressed to the Secretary (Andrea E. Colender) .
Performance & Track Record
- Company financial performance (2024): net income $43.9m; ROAA 0.74%; ROAE 8.35%; ROTE 13.00%; deposit growth +$142.2m; stable funding posture; increased nonperforming assets tied to merger-acquired nonaccrual loans and marine portfolio repossessions .
- Pay-versus-performance framework shows TSR value of $106.80 at 2024 vs $82.09 at 2023 (hypothetical $100 investment), aligning equity compensation with shareholder outcomes .
- Section 16(a) compliance: the proxy notes late Form 4 filings for two other insiders (Kelly, Willey); no delinquencies are noted for Ms. Colender .
Compensation Committee & Governance Context
- Independent Compensation Committee with Aon McLagan engaged for peer market review; 2024 peer group includes ~25 regional banks (e.g., NBT Bancorp, Eagle Bancorp, Park National, Univest Financial) .
- Executive compensation governance practices: independent oversight, limited perquisites, no 280G excise tax gross-ups, stock ownership requirements, anti-hedging/pledging restrictions, and clawback policy .
- 2024 Say-on-Pay support: 94.4% approval .
Investment Implications
- Alignment: Personal ownership of 29,269 shares and strict anti-hedging/pledging and ownership guidelines support alignment with shareholders .
- Retention risk: No disclosed individual employment/CIC agreement for Ms. Colender; retention and incentives likely driven by enterprise STIP/LTIP structures rather than guaranteed severance economics .
- Trading signals: ESPP participation indicates ongoing accumulation; absence of disclosed options or individualized vesting schedules reduces near-term forced-selling pressure signals (no specific Form 4 activity is disclosed in the proxy) .
- Program-level performance linkage: STIP and LTIP frameworks are anchored to profitability and relative performance (ROAA/ROAE), consistent with pay-for-performance practices; TSR improved in 2024, reinforcing incentive alignment .