Charles S. Cullum
About Charles S. Cullum
Charles S. “Charlie” Cullum is Executive Vice President and Chief Financial Officer of Shore Bancshares, Inc., effective April 21, 2025; he is age 40 and succeeded retiring CFO Todd L. Capitani, who remained through August 15, 2025 to support the transition . Cullum brings 20+ years in finance, most recently serving as CFO of Sandy Spring Bancorp (promoted from Deputy CFO and Treasurer) before joining Shore . He holds a Bachelor of Business Administration from Notre Dame of Maryland University .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shore Bancshares, Inc. | EVP & Chief Financial Officer | 2025–present | CFO leadership and finance oversight; led orderly transition from retiring CFO |
| Sandy Spring Bancorp, Inc. | Chief Financial Officer | 2024–2025 | Led financial operations; promoted from Deputy CFO/Treasurer |
| Sandy Spring Bancorp, Inc. | Deputy CFO & Treasurer | 2022–2024 | Finance division executive and treasury leadership |
| Sandy Spring Bancorp, Inc. | Finance roles (incl. market research; FP&A; strategy) | 2006–2022 | Progressive finance, FP&A, and strategy responsibilities |
Fixed Compensation
| Element | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $430,000 | Annual base rate |
| Target Short‑Term Incentive (STIP) | 35% of base salary | Payout subject to predetermined performance criteria set by Board under 2025 STIP |
| Target Long‑Term Incentive (LTIP) | 35% of base salary | 2025 equity incentive award under LTIP framework |
| Initial RSU Grant | Estimated grant date fair value $200,000; granted within 30 days of hire; vests over 3 years beginning on first anniversary | Time‑based RSUs for onboarding/retention |
| Non‑qualified Deferred Comp Contribution | 8% of base salary (2025) | Company contribution for 2025 |
Performance Compensation
| Component | Metric Design | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Short‑Term Incentive (STIP) | Balanced scorecard with predetermined Company performance criteria aligned to annual strategic plan | 35% of base salary | Not disclosed | Cash payout between threshold, target, and maximum; Committee discretion | N/A |
| Long‑Term Incentive (LTIP) | Combination of time‑based RSUs and performance‑based PSUs; relative ROAA and ROAE vs defined peer group referenced in program design (2024–2026 cycle) | 35% of base salary (2025 LTIP opportunity) | Not disclosed | PSUs pay based on relative performance; RSUs time‑vest; awards granted annually with overlapping 3‑year cycles | RSUs: 3‑year ratable starting first anniversary of grant ; PSUs: 3‑year performance cycle (example 2024–2026) |
Note: Specific 2025 STIP metrics/weightings and LTIP PSU targets for Cullum were not disclosed beyond program descriptions .
Equity Ownership & Alignment
- Executive stock ownership guidelines: CEO multiple = 2x salary; other Section 16 executive officers (including CFO) multiple = 1x salary; 100% retention of net shares from option exercises and newly vested shares until the required multiple is reached .
- Anti‑hedging and pledging: Directors, officers, and employees are prohibited from writing options or short‑selling SHBI securities; hedging is discouraged and subject to pre‑clearance by the Insider Trading Compliance Officer; awards under equity plans are subject to hedging/pledging policy restrictions .
- Clawback: Nasdaq‑compliant clawback policy approved for incentive‑based compensation awarded on/after Oct 2, 2023; recoupment of excess incentive comp in event of accounting restatement for prior three fiscal years; no fault required; Compensation Committee administers .
Employment Terms
| Term | Detail |
|---|---|
| Appointment Effective Date | April 21, 2025 |
| Age at Appointment | 40 |
| Change‑in‑Control (CIC) Severance | Double trigger: if terminated without cause or resigns for good reason within two years after a CIC, lump sum equal to 2x base salary + 2x target STIP |
| Non‑CIC Severance | If terminated without cause within first 24 months of hire, lump sum equal to current base salary + pro‑rated target STIP |
| Related Party Transactions | None requiring Item 404(a) disclosure, except as disclosed |
Compensation Program Context (Company‑wide)
| Item | 2024/2025 Program Detail |
|---|---|
| Governance Practices | Independent Compensation Committee; independent consultant support; limited perquisites; no excise tax gross‑ups; robust share ownership; hedging discouraged |
| LTIP Design (Example 2024–2026) | Time‑based RSUs + PSUs; relative ROAA/ROAE vs peer banks; annual grants with overlapping 3‑yr cycles |
| Say‑on‑Pay 2024 | 94.4% support of executive compensation program |
| Clawback & Plan Controls | Clawback policy aligned with Nasdaq; awards subject to clawback/hedging/pledging; dividends not paid on outstanding awards |
Performance & Track Record
- Prior CFO at Sandy Spring Bancorp (promoted May 2024 from Deputy CFO/Treasurer), with progressive finance leadership since 2006 .
- Education: BBA, Notre Dame of Maryland University .
- Company execution risk context: Shore’s forward‑looking statements cite ongoing remediation of material weaknesses in internal control over financial reporting as a factor; CFO leadership is central to remediation .
Investment Implications
- Alignment: 35% STIP + 35% LTIP mix with share ownership requirements (1x salary for Section 16 officers), hedging discouraged/prohibited activities, and Nasdaq‑compliant clawback collectively support a pay‑for‑performance framework and mitigate windfall risk .
- Retention and severance economics: Double‑trigger CIC at 2x salary + 2x target STIP and non‑CIC protection in first 24 months balance retention vs shareholder protections; initial onboarding RSU ($200k) with 3‑year vesting creates scheduled equity retention; monitor Form 4s for vesting/withholding activity as potential selling pressure indicators .
- Governance quality: No excise tax gross‑ups; strong say‑on‑pay support (94.4%) and formal risk controls (ownership policy, clawback) reduce governance red flags and support investor confidence in incentive design .
- Execution focus: With company‑disclosed ICFR material weaknesses, Cullum’s near‑term priorities likely center on control remediation and balance‑sheet discipline; progress here is a key signal for valuation and risk profile going forward .