Charles E. Ruch, Jr.
About Charles E. Ruch, Jr.
Executive Vice President and Chief Credit Officer at Shore Bancshares, Inc. (SHBI). Age 65 as of December 31, 2024; appointed EVP and Chief Credit Officer in 2016 after serving as CNB’s Chief Credit Officer since 2006; University of Maryland graduate (1983). Career spans credit leadership and commercial lending with Equitable Bank (retail roles through the 1980s) and AB&T (Senior Commercial Lender for 10 years beginning in 1987) . Company performance under his tenure includes a sharp improvement in 2024 net income and returns (net income increased to $43.9M; ROAA 0.74%, ROAE 8.35%, ROTCE 13.00%) .
SHBI performance context:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income ($USD Millions) | $11.2 | $43.9 |
| Basic EPS ($) | $0.42 | $1.32 |
| Diluted EPS ($) | $0.42 | $1.32 |
| ROAA (%) | 0.24% | 0.74% |
| ROAE (%) | 2.54% | 8.35% |
| ROTCE (%) | 7.74% | 13.00% |
Revenue growth context (S&P Global):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD Millions) | $24.343* | $31.147* |
Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CNB (pre-merger bank) | Chief Credit Officer | 2006–2016 | Led credit administration through pre-merger period; foundational portfolio oversight |
| AB&T | Senior Commercial Lender | 1987–1997 (10 years) | Built/commercial portfolio leadership; underwriting discipline |
| Equitable Bank | Retail roles (teller to core manager) | 1977–1980s | Early banking operations experience shaping risk mindset |
External Roles
No external directorships or public company board roles disclosed for Ruch in the latest proxy .
Fixed Compensation
Not individually disclosed for non-NEO executive officers (Ruch is not a named executive officer in 2024/2025 proxy) . Program design at SHBI emphasizes market-competitive base salaries with periodic peer benchmarking and internal equity reviews .
Performance Compensation
Company incentive architecture (applies to NEOs; other Section 16 executives may participate but individual awards for Ruch are not disclosed):
- Short-Term Incentive Plan (STIP) metrics and actuals for 2024 used to determine payouts: PTPP ROAA, efficiency ratio, average NIB deposits/retail deposits, and net interest margin; payouts interpolated between threshold and target based on results .
- Long-Term Incentive Program (LTIP) delivers a mix of time-based RSUs vesting ratably over 3 years and PSUs measured over a 3-year period (2024–2026) vs peer banks on ROAA/ROAE percentiles; death/disability vesting acceleration to target; double-trigger change-in-control vesting at target for PSUs; company does not currently grant stock options .
2024 STIP design and results:
| Metric | Threshold | Target | Stretch | Actual |
|---|---|---|---|---|
| PTPP 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 (%) | 3.10 | 3.18 | 3.25 | 3.10 |
LTIP performance conditions (2024–2026 cycle):
- ROAA: 25th/50th/75th percentile vs peer banks for 50% weighting; payout 50%/100%/150% of target .
- ROAE: 25th/50th/75th percentile vs peer banks for 50% weighting; payout 50%/100%/150% of target .
Clawback: Incentive compensation for NEOs subject to mandatory recoupment for required accounting restatements over the prior three completed fiscal years; no fault required; Compensation Committee administers .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | Ownership % of Shares Outstanding | Notes |
|---|---|---|---|
| Charles E. Ruch, Jr. | 5,217 | <1% | Listed within group footnote; no unvested RSU breakout disclosed for Ruch |
- Executive Stock Ownership Policy: CEO must hold 2x base salary in stock; other Section 16 officers must hold 1x base salary; 100% retention of net shares from vesting/exercise until guideline met .
- Insider Trading Policy: Prohibits short sales and writing options; hedging discouraged and subject to Compliance Officer review .
- Options: Company does not currently grant stock options (reduces option-related selling pressure) .
- Pledging: Policy header references “Anti-Hedging and Pledging,” but disclosed details focus on hedging/short-selling; no pledging by Ruch is indicated in beneficial ownership footnotes .
Employment Terms
- No individual employment or change-in-control agreement disclosed for Ruch; 2025 proxy details agreements for CEO Burke and CFO Capitani (salary+bonus multiples, COBRA premiums, best-net-benefit 280G approach) and a change-in-control agreement for COO Stevens (2x salary+bonus) .
- General executive program governance: Independent Compensation Committee; Aon McLagan engaged; clawback policy adopted; anti-hedging policy; executive ownership guidelines .
Investment Implications
- Alignment: Ruch’s direct beneficial stake (5,217 shares; <1%) is modest relative to total shares, but he is subject to ownership guidelines requiring 1x salary stock holdings for Section 16 officers, promoting alignment over time .
- Incentive design: Company-wide incentive metrics emphasize risk-aware profitability and deposit mix (PTPP ROAA, efficiency ratio, NIM, NIB deposit mix), with LTIP tied to relative ROAA/ROAE—this encourages balanced credit discipline consistent with his role .
- Retention risk: Absence of a disclosed employment/change-in-control agreement for Ruch may indicate lower contractual retention protection versus NEOs; however, corporate clawback, anti-hedging policy, and ownership guidelines support governance discipline .
- Credit execution: Asset quality ratios rose in 2024 (nonperforming assets to total assets from 0.23% to 0.40%; nonaccrual loans/total assets 0.34%), with management emphasizing resolution of problem loans—execution in credit oversight is a key lever under Ruch’s remit .
- Shareholder sentiment: Strong say-on-pay support (94.4%) and structured peer benchmarking reduce pay inflation risk and suggest investor comfort with compensation governance, indirectly supportive of broader exec cadre .
References:
Executive officers, age, and biographies (DEF 14A, 2025).
Beneficial ownership table and footnotes (DEF 14A, 2025).
Section 16 compliance overview (DEF 14A, 2025).
Company performance highlights (net income, returns) (DEF 14A, 2025).
Say-on-pay and compensation developments (DEF 14A, 2025).
Compensation philosophy (DEF 14A, 2025).
Compensation Committee process and consultant (DEF 14A, 2025).
Peer group list (DEF 14A, 2025).
2024 STIP metrics and results (DEF 14A, 2025).
LTIP structure, vesting, and change-in-control terms (DEF 14A, 2025).
Clawback policy details (DEF 14A, 2025).
Executive stock ownership policy and insider trading restrictions (DEF 14A, 2025).
Equity grant practices; no current stock options (DEF 14A, 2025).
Historical Section 16 timing note (2019 proxy).
S&P Global disclaimer applies to the “Revenues” table above.