David S. Jones
About David S. Jones
David S. Jones (age 65) is an independent Class II director of Shore Bancshares (SHBI), serving since November 1, 2021, following SHBI’s merger with Severn Bancorp; he previously served on Severn’s board (since 2012) and Severn Bank’s board (since 2011) . He is a co‑founder and current President of Southern Drywell, Inc. and co‑founder/Secretary & Treasurer of Jones of Annapolis, Inc., bringing small-business operating experience to SHBI’s board oversight of financial reporting and enterprise/operational risk . SHBI’s board has determined all current directors other than the Chair (Alan J. Hyatt) and CEO (James M. Burke) are independent under Nasdaq rules, which includes Mr. Jones .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Severn Bancorp, Inc. | Director | 2012–2021 (merged into SHBI on Nov 1, 2021) | Banking board experience; oversight of financial reporting and risk . |
| Severn Savings Bank, FSB | Director | 2011–2021 | Banking board experience; operational/ERM oversight . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southern Drywell, Inc. | Co‑founder; President | Not disclosed | Septic system contracting company in Annapolis; Mr. Jones leads operations . |
| Jones of Annapolis, Inc. | Co‑founder; Secretary & Treasurer | Not disclosed | Demolition and excavation contractor in Annapolis . |
| Sonne Capital | Co‑owner (16.67% interest) | Not disclosed | Entity holds SHBI shares as part of Mr. Jones’s beneficial ownership . |
Board Governance
- Board class/term: Class II; term expires at the 2026 annual meeting .
- Committees: Compensation Committee (member); Governance Committee (member) .
- Committee chairs: Compensation Committee chaired by Louis P. Jenkins, Jr.; Governance Committee chaired by Clyde V. Kelly, III (Mr. Jones is not a chair) .
- Independence: Board deems all current directors except the Chair and CEO to be independent under Nasdaq rules; Mr. Jones is independent .
- Attendance: Board met 7 times in 2024; all directors met at least 75% board/committee attendance except David W. Moore (medical reasons, since resolved) .
- Engagement: Independent directors meet regularly in executive session; SHBI highlights robust governance practices (90% independent board; clawback policy; active shareholder engagement) .
- Compensation Committee interlocks: None—no relationships requiring disclosure or interlocking relationships under Item 407(e)(4)(iii) in 2024; Mr. Jones served on the committee during 2024 .
- Shareholder support context: 2025 say‑on‑pay passed (For 20,495,192; Against 1,481,951; Abstain 367,282), indicating generally supportive shareholder sentiment on compensation .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual director retainer (cash) | $35,000 | Non‑employee director retainer; paid quarterly; directors can elect cash or stock . |
| 2024 | Additional chair retainers (if applicable) | $5,000–$20,000 | Chair of Board $20k; Lead Independent Director & Audit Chair $10k; other committee chairs $5k (Mr. Jones is not a chair) . |
| 2024 | Fees earned in cash (Jones) | $35,006 | As reported in Director Compensation Table . |
| 2024 | All other comp (Jones) | $793 | Dividends on unvested restricted stock . |
| 2024 | Total (Jones) | $72,793 | Cash + equity + dividends . |
Notes:
- Non‑employee directors may receive their quarterly retainer in cash or restricted stock (one‑year vest) .
- SHBI also grants an annual equity retainer (see next section) .
Performance Compensation
| Year | Award Type | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| 2024 | Equity retainer (restricted stock) | $36,994 (Jones) | One‑year vesting for director retainers paid in stock | None disclosed for non‑employee director awards (time‑based retainer equity) . |
| 2024 | Standard equity retainer (all directors) | $37,000 | One‑year vesting | Annual equity retainer for directors; time‑based . |
Governance guardrails on equity plans:
- 2025 Equity Incentive Plan (effective upon shareholder approval) includes: no option repricing without shareholder approval; $500,000 annual limit per non‑employee director; minimum one‑year vesting (limited exceptions); dividends deferred until vesting; awards subject to clawback policy .
- 2025 Plan replaced the 2016 plan; share reserve set without an evergreen feature; no liberal share recycling .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed beyond SHBI . |
| Prior public company boards | Severn Bancorp, Inc. (pre‑merger into SHBI) . |
| Committee interlocks (Compensation) | None in 2024 under Item 407(e)(4)(iii); Mr. Jones was a committee member . |
Expertise & Qualifications
- Long‑tenured small‑business operator (construction/contracting services) contributing practical operating, financial oversight, and ERM perspective to board deliberations .
- Prior multi‑year service on thrift/bank boards (Severn, Severn Bank) prior to merger into SHBI .
- Board skills matrix (summary) emphasizes broad director qualifications across oversight of strategy and operations; Mr. Jones listed with Compensation and Governance committee experience .
Equity Ownership
| Measure | Amount/Detail |
|---|---|
| Total beneficial ownership (Jones) | 69,641 SHBI shares; less than 1% of outstanding . |
| Unvested restricted stock included | 3,306 shares (voting but no investment power) . |
| Indirect holdings detail | 37,192 shares owned by Southern Drywell, Inc. (Mr. Jones 50% co‑owner); 9,279 shares owned by Jones of Annapolis, Inc. (22.5% co‑owner); 10,315 shares owned by Sonne Capital (16.67% co‑owner) . |
| Shares outstanding reference | 33,374,265 shares outstanding as of April 1, 2025 . |
| Pledged shares | No pledging disclosed for Mr. Jones; SHBI policy discourages hedging and prohibits short‑selling/writing options for directors, officers and employees . |
Governance Assessment
- Strengths for investor confidence: Independent director; solid committee coverage (Compensation and Governance) without chair roles; strong attendance culture (boardwide ≥75% in 2024 except one director for medical reasons); no compensation committee interlocks; robust plan‑level guardrails (clawback, minimum vesting, no repricing) and high say‑on‑pay support in 2025 .
- Alignment signals: Director pay balanced between cash and time‑vested equity (Jones: $35,006 cash; $36,994 equity in 2024), with modest dividends on unvested shares; ongoing beneficial ownership including indirect holdings via his operating companies .
- Conflicts/related‑party review: SHBI discloses and independently reviews related party transactions; 2025 proxy enumerates related leases/fees involving other directors (Hyatt, Adams), with no related‑party transactions disclosed for Mr. Jones; SHBI enforces conflicts policy via CLO and Audit Committee oversight .
- Potential red flags: None disclosed specific to Mr. Jones—no attendance shortfall, no interlocks, no related‑party transactions reported for him, and equity awards are time‑vested (not repriced) under plans with clawback and vesting safeguards .
Bottom line: Mr. Jones appears to be a stable, independent contributor on Compensation and Governance with appropriate alignment via equity retainers and meaningful, if sub‑1%, ownership (including indirect holdings). No disclosed conflicts or governance anomalies specific to him; broader SHBI governance structures are generally shareholder‑friendly (clawback, no repricing, director equity limits), supporting investor confidence .