Clyde V. Kelly, III
About Clyde V. Kelly, III
Independent Class II director of Shore Bancshares, Inc. since 2016 (age 71). Governance Committee Chair and member of the Compensation and Executive Committees. President and General Manager of Kelly Distributors, Inc. since 1987, bringing leadership experience and deep familiarity with SHBI’s Mid-Atlantic market footprint; 19 years of bank board experience cited as a qualification . The Board determined all directors except the Chairman (Alan J. Hyatt) and CEO (James M. Burke) are independent, which includes Mr. Kelly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CNB (prior to 2016 combination with Talbot Bank) | Director | 2005–2016 | Bank director experience prior to SHBI consolidation |
| Shore Bancshares, Inc. and Shore United Bank | Director | 2016–present | Governance Chair; member Compensation and Executive; 19 years cumulative bank board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kelly Distributors, Inc. (beverage distribution) | President & General Manager | 1987–present | Leads large company in SHBI markets; brings local market and operating expertise |
Board Governance
- Committee assignments and chair roles:
- Governance Committee Chair
- Compensation Committee member
- Executive Committee member
- Independence: Board determined all directors (except Hyatt and Burke) are independent; Mr. Kelly is independent .
- Attendance and engagement: Board held 7 meetings in FY2024; all directors attended over 75% of Board and committee meetings, except one director due to medical reasons (not Mr. Kelly). Independent directors met in five executive sessions during 2024 .
- Board leadership context: Lead Independent Director is Austin J. Slater, Jr.; Chairman is Alan J. Hyatt; executive sessions scheduled with only non-management directors .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $40,006 | Includes annual cash retainer and chair fee; Governance Chair receives an additional $5,000 |
| Fees earned or paid in restricted stock | $36,994 | Annual equity retainer; directors may elect to take retainers in stock; one-year vesting |
| All other compensation (dividends on unvested stock) | $793 | Dividends on unvested restricted stock |
| Total | $77,793 | Sum of components |
- Director compensation structure: Non-employee directors receive an annual retainer of $35,000, plus $5,000 for committee chair roles (Governance), $10,000 for Lead Independent Director and Audit Chair, and $20,000 for Chairman. Directors also received an equity retainer valued at $37,000 in 2024; retainers paid in stock vest over one year .
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Performance-linked director pay (metrics) | Not disclosed | Director equity grants are time-based restricted stock; Company reports no option grants policy currently |
| Option awards/repricing | None disclosed | Company states it does not currently grant stock options; no timing policy required |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards | None disclosed for Mr. Kelly in the proxy biography |
| Compensation Committee interlocks | None; 2024 Compensation Committee members (including Mr. Kelly) had no relationships requiring Item 404 disclosure or interlocks per Item 407(e)(4)(iii) |
Expertise & Qualifications
- Leadership of a large operating company in core SHBI markets and familiarity with local market dynamics; extensive bank board tenure cited as governance qualifications .
- Governance Chair role signals board process and oversight influence (nominations, evaluations) per committee charter responsibilities .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 28,100 | As of record date April 1, 2025 |
| Unvested restricted stock included | 3,306 | Voting rights but no investment power |
| Ownership as % of outstanding | *Less than 1% | Company footnote, based on 33,374,265 shares outstanding |
| Stock ownership policy compliance | Compliant | Non-employee directors must hold shares equal to ≥5x cash retainer; all director nominees and continuing directors are in compliance |
| Hedging/pledging policies | Hedging discouraged; short-selling and writing options prohibited under Insider Trading Policy |
Governance Assessment
- Board effectiveness and alignment:
- Independent director with long tenure, serving as Governance Committee Chair and member of Compensation and Executive; meaningful participation in board processes .
- Ownership alignment supported by director stock ownership requirements (≥5x cash retainer) and policy compliance; active equity participation via restricted stock .
- Attendance threshold met at the Board level; independent directors held five executive sessions, indicating strong independent oversight .
- Potential conflicts and related-party exposure:
- No specific related-party transactions disclosed for Mr. Kelly. Company discloses ordinary banking relationships with directors/officers under Regulation O on market terms (aggregate loans $54.3M; deposits $35.8M), with review/approval processes under Nasdaq Rule 5630 and Audit Committee oversight .
- Risk indicators and red flags:
- Section 16(a) delinquency: one Form 4 reporting two transactions was not timely filed for Mr. Kelly (administrative compliance lapse) .
- No option repricing or performance metric dilution for director equity; Company does not currently grant options .
- Shareholder sentiment signals:
- 2025 say-on-pay approved (For 20,495,192; Against 1,481,951; Abstain 367,282) . 2024 say-on-pay received 94.4% support, indicating strong investor confidence in compensation governance .
Overall, Mr. Kelly’s governance profile suggests solid independence, committee influence (as Governance Chair), and ownership alignment. The single late Form 4 is a minor compliance red flag to monitor; otherwise, no material related-party conflicts are disclosed for Mr. Kelly, and board attendance and independent oversight appear robust .