Christy Lombardi
About Christy Lombardi
Executive Vice President and Chief Human Resources Officer at Shore Bancshares (SHBI) since July 1, 2023, following the merger with The Community Financial Corporation; age 48 . Previously EVP/COO at Community Financial, overseeing operations, HR, IT, and shareholder relations; credentials include ABA Stonier Graduate School of Banking, Maryland Bankers School, a Masters in Management (UMUC) and an MBA . Company performance context: 2024 net income $43.9M (vs. $11.2M in 2023), ROAA 0.74%, ROAE 8.35%, ROTCE 13.00%; higher net interest income drove results, offset by elevated noninterest expense and a $4.7M card fraud event . 2025 Say‑on‑Pay support was 94.44% (a governance signal of shareholder alignment) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Community Financial Corporation / Community Bank of the Chesapeake | EVP, Chief Operating Officer | Not disclosed (pre‑merger) | Oversaw operations, HR, IT, and shareholder relations; integration-ready operating leadership |
| Shore Bancshares / Shore United Bank | EVP, Chief Human Resources Officer | Since Jul 1, 2023 | Human capital strategy across ~597 FTEs (as of 12/31/24) post-merger scale-up |
External Roles
| Organization | Role | Years |
|---|---|---|
| College of Southern Maryland | Board of Trustees | Current |
| Maryland Bankers Association | Board of Directors | Current |
| Tri-County Council for Southern Maryland | Executive Board | Current |
| Southern Maryland Workforce Development Board | Board Member | Current |
| Maryland Bankers Association Council of Professional Women in Banking & Finance | Advisory Board | 2013–2023 |
| Calvert County Chamber of Commerce | Board of Directors | 2012–2018 |
Fixed Compensation
| Metric | 2023 |
|---|---|
| Base Salary ($) | $161,077 |
| Target Bonus (% of salary) | 25% (STIP target) |
| Actual Bonus Paid ($) – STIP | $61,075 (17.5% of salary) |
| Cash Retention Bonus ($) | $43,864 (paid in connection with merger) |
Notes:
- 2023 STIP for Lombardi was discretionary due to mid‑year merger; awards determined relative to peer performance and individual assessments .
- 2024 NEOs were CEO, CFO, COO; Lombardi was not a 2024 NEO; no 2024 NEO pay table includes her .
Performance Compensation
Short‑Term Incentive (STIP) – 2023
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Cash STIP (Discretionary) | No formal metrics set in 2023 due to merger; Committee reviewed PTPP ROAA, PTPP ROAE, efficiency ratio, NPAs, NIM vs peers in H2’23 | N/A | 25% of salary | Committee interpolation to between threshold and target | 17.5% of salary; $61,075 | Cash paid (award determined Feb 2024) |
Long‑Term Incentive / Retention Equity – 2023
| Grant Type | Grant Date | Shares | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSUs (Retention) | July 2023 | 22,590 | $261,140 | 50% vest on first (approx. Jul 1, 2024) and 50% on second anniversary (approx. Jul 1, 2025) of grant, subject to continued service |
Notes:
- Company did not grant stock options; equity vehicle is RSUs/PSUs (options last granted in 2017) .
- 2024 LTIP PSUs/RSUs were for NEOs (CEO, CFO, COO); Lombardi not included as a 2024 NEO .
Equity Ownership & Alignment
| Metric | 2024 (Record Date 4/2/2024) | 2025 (Record Date 4/1/2025) |
|---|---|---|
| Beneficial Ownership (shares) | 37,923 | 53,567 |
| % of Shares Outstanding | ~0.114% (37,923 / 33,210,522) | ~0.160% (53,567 / 33,374,265) |
| ESOP Shares (voting, not investment power) | 6,555 | Included in group disclosure; ESOP distributions to participants in Q2’25 following favorable IRS determination |
| Options (exercisable/unexercisable) | None disclosed; company not granting options since 2017 | |
| Unvested RSUs/PSUs | 2023 retention RSUs subject to 2‑year vest; dividends on unvested RS noted ($7,016 in 2023) | |
| Hedging/Pledging | Short‑selling and writing options prohibited; hedging discouraged and subject to compliance approval | |
| Ownership Guidelines | Section 16 executives: 1x base salary; 100% net shares retention until guideline met |
Employment Terms
| Term | Detail |
|---|---|
| Employment Start (SHBI) | July 1, 2023 (post-merger) |
| Agreement Type | Assumption and Amendment of Employment Agreement (from Community Financial); expires on 2nd anniversary of merger (eligible for SHBI change-of-control agreement thereafter if employed) |
| Severance (without Cause) | Lump sum equal to 2x base salary + 2x most recent annual incentive; plus 36 months of COBRA‑equivalent premiums |
| Change‑in‑Control | Double‑trigger: if terminated without Cause or for Good Reason within 12 months post‑CIC → 2x base salary + 2x most recent annual incentive; plus 36 months COBRA‑equivalent premiums |
| 280G Treatment | “Best net benefits” cutback vs. paying full amount (exec pays excise tax) based on after‑tax comparison; reduction unless full payment exceeds reduced by ≥$50k |
| Good Reason Waiver | Retention agreement waived “good reason” rights tied to merger-related changes in role/duties |
| Clawback | Nasdaq-compliant recoupment for incentive‑based comp over prior 3 completed fiscal years upon required accounting restatement; no fault needed |
| Inspector of Election role | Appointed Inspector of Election for SHBI annual meetings (tabulates votes) |
Compensation Structure Analysis
- Year-over-year mix: 2023 included both cash retention and RSU retention awards to ensure post‑merger continuity; STIP payout (17.5%) below target reflects discretionary calibration in a transition year .
- Equity vehicle shift: Company uses RSUs/PSUs; no options issued since 2017, lowering optionality risk and reducing repricing incentives (positive governance) .
- Ownership alignment: Beneficial holdings increased from 37,923 (2024) to 53,567 (2025), aided by RSU vesting and ESOP effects, supporting skin-in-the-game alignment .
- Policy safeguards: Strong anti‑hedging/short‑selling prohibitions, ownership guidelines (1x salary), and clawback reinforce alignment and reduce risk of misaligned incentives .
Risk Indicators & Red Flags
- Pledging/hedging: Short‑selling and writing options prohibited; hedging discouraged and subject to approval (mitigates misalignment); no pledging disclosed .
- Related party transactions: None disclosed for Lombardi .
- Section 16 compliance: No delinquent filings noted for Lombardi; two directors had late Form 4s in 2024 (not related to Lombardi) .
- Say‑on‑Pay support: 94.44% (2025), 88.36% (2023), indicating broad shareholder support for program design .
Investment Implications
- Alignment: Increased share ownership, strict insider policies, and ownership guidelines suggest strong alignment; absence of options removes repricing risk .
- Near‑term supply dynamics: The second tranche of 2023 retention RSUs is scheduled to vest around July 2025, potentially adding incremental tradable float from executive awards; ESOP distributions occurring in Q2 2025 may also affect share supply, though individual sale decisions are not disclosed .
- Retention risk: Double‑trigger CIC protections and 2x severance reduce voluntary departure risk; Good Reason waiver for merger changes was addressed via retention pay/RSUs (positive continuity signal) .
- Performance linkage: STIP moved from discretionary (2023, merger year) to a metric‑based framework in 2024 at the company level, enhancing future pay‑for‑performance rigor even though Lombardi was not a 2024 NEO -.