Austin J. Slater, Jr.
About Austin J. Slater, Jr.
Austin J. Slater, Jr. (age 71) is Lead Independent Director and Vice Chair of Shore Bancshares, Inc. (SHBI) and its bank, appointed in 2023 following the merger with Community Financial; he is a Class II director with a term expiring at the 2026 annual meeting. A retired executive from the electric energy industry, Slater holds an MBA in finance from The George Washington University and a BS in accounting from Shepherd University, bringing financial acumen and regulated-industry experience to SHBI’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Financial & Community Bank of the Chesapeake | Director; Chairman of the Board | Director since 2002; Chairman since 2020 (through merger in 2023) | Led board at predecessor, experience in governance and oversight of a regulated financial institution |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Federal Reserve Bank of Richmond, Baltimore Branch | Board of Directors (former) | Former | Regional central bank governance experience |
| Maryland Chamber of Commerce | Chairman (former) | Former | Public policy and business community leadership |
| College of Southern Maryland | Chairman, Board of Trustees (former) | Former | Academic governance leadership |
| Shepherd University | Board of Governors, Vice Chairman | Current | Higher-education governance |
| Shepherd University Foundation | President, Board of Directors | Current | Philanthropic leadership |
Board Governance
- Classification and Tenure: Class II director; term expires at the 2026 annual meeting .
- Independence: The board determined Slater is independent under Nasdaq rules (all directors except Chairman Alan J. Hyatt and CEO James M. Burke are independent) .
- Board Leadership: Serves as Lead Independent Director and Vice Chair; duties include presiding when Chair absent, calling independent director meetings, participating in CEO performance reviews and succession planning, serving as liaison between CEO and independent directors, attending committee meetings ex officio, and leading executive sessions logistics .
- Executive Sessions: Independent directors met five times in executive session in 2024 .
- Committee Memberships: Not listed as a standing member of Audit, Compensation, Governance, Board Risk Oversight, or Strategic Initiatives & Technology committees; attends committees ex officio as Lead Independent Director .
- Attendance: Board held seven meetings in 2024; all directors attended ≥75% of aggregate board and committee meetings except one director due to resolved medical reasons—implies Slater met attendance expectations. 18 directors attended the 2024 annual meeting .
- Ownership Guidelines: Non-employee directors must hold ≥5x annual cash retainer; all nominees and continuing directors are in compliance (5-year phase-in for new directors) .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $35,000 | Paid quarterly; directors may elect cash or stock; stock retainers 1-year vesting |
| Lead Independent Director retainer | $10,000 | Additional annual retainer for Lead Independent Director |
| Equity retainer (restricted stock) | $37,000 | Annual equity retainer; grant date fair value |
| 2024 fees earned in cash | $45,006 | Slater’s actual cash fees in 2024 |
| 2024 fees earned in restricted stock | $36,994 | Slater’s actual restricted stock value in 2024 |
| Dividends on unvested restricted stock | $1,363 | Classified as “All Other Compensation” |
| Total 2024 director compensation | $83,363 | Sum of cash, stock, dividends |
Performance Compensation
| Performance-linked element | Status |
|---|---|
| Director performance metrics tied to pay | None disclosed; non-employee director compensation consists of retainers and restricted stock with time-based vesting only |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Slater; roles noted are civic/academic and prior regulatory board service |
| Interlocks with SHBI competitors/suppliers/customers | None disclosed in related-party or committee disclosures |
Expertise & Qualifications
- Financial and operational expertise from senior leadership in a regulated industry; academic and civic governance leadership roles; prior bank board chair experience; formal finance education (MBA) and accounting background (BS) .
- As Lead Independent Director, contributes to executive performance reviews, succession planning, board agenda planning, and governance best practices adoption .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 68,436 (less than 1% of outstanding) |
| Unvested restricted stock (included in beneficial ownership) | 3,306 shares |
| Ownership guideline (non-employee director) | ≥5x annual cash retainer; Slater in compliance |
| Anti-hedging/short sale policy | Prohibits short-selling and option writing; hedging discouraged and subject to preclearance; pledging policies referenced |
| Section 16 compliance | No delinquent filings disclosed for Slater in 2024 (late filings noted for two other directors) |
Governance Assessment
- Board Effectiveness: Slater’s Lead Independent Director and Vice Chair roles indicate enhanced independent oversight and strong governance mechanics (executive sessions, agenda planning, liaison between independent directors and management) . His regulated-industry background and bank board chair experience strengthen risk oversight and strategic review .
- Alignment: Meaningful ownership (68,436 shares) and compliance with stringent director ownership guidelines (≥5x cash retainer) align interests with shareholders . Compensation mix balances cash and equity (annual equity retainer; one-year vesting), with no performance-linked director pay—reducing incentives for short-termism .
- Independence and Attendance: Independent status, ex-officio committee participation, and satisfactory attendance support investor confidence in board oversight .
- Conflicts and Related Parties: No related-party transactions disclosed for Slater; related-party matters involve other directors (legal services, consulting, leases) and are governed by Audit Committee review and Nasdaq Rule 5630 processes—mitigating conflict risk .
- Shareholder Signals: Say-on-pay approval of 94.4% for 2024 executive compensation suggests broad investor support for compensation governance; while focused on NEOs, it reflects overall governance discipline .
RED FLAGS: None specific to Slater disclosed (no related-party transactions, no Section 16 delinquencies, no pledging disclosed). Ongoing attention warranted to board-size optimization and oversight of related-party arrangements involving other directors (e.g., consulting, legal fees, leases) .