David W. Moore
About David W. Moore
Independent director of Shore Bancshares, Inc. (SHBI); age 60; director since 2014; Class II director with current term expiring at the 2026 annual meeting. Background: President & CEO of Milford Housing Development Corporation (since 2004) and President of East Coast Property Management (since 2011). Education: Associate degree in Construction Management (Delaware Technical and Community College, 1984); B.S. in Business Management (1994). The Board has determined Moore is independent under Nasdaq rules (all directors except the Chairman and CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Felton Bank | Director | 2001–2010 | Joined CNB board after Felton-CNB merger in 2010 |
| CNB | Director | 2010–2016 | Transitioned to SHBI bank director after Talbot Bank–CNB merger in 2016 |
| Shore Bancshares, Inc. (Company) | Director | 2014–present | Compensation Committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Milford Housing Development Corporation (MHDC) | President & CEO | 2004–present | Affordable housing leadership; market expertise in SHBI geographies |
| East Coast Property Management | President | 2011–present | Real estate/property operations experience |
Board Governance
- Committees: Compensation Committee member; not a chair. Compensation Committee membership—Louis P. Jenkins, Jr. (Chair), William E. Esham III, David S. Jones, Clyde V. Kelly III, John A. Lamon III, David W. Moore, Mary Todd Peterson .
- Attendance: Board held 7 meetings in FY2024. All directors attended ≥75% of Board and committee meetings except David W. Moore, due to medical reasons—which have since been resolved. RED FLAG: below-threshold attendance in 2024 (mitigated by medical resolution disclosure) .
- Independence: Board majority independent; all current directors except Chairman Alan J. Hyatt and CEO James M. Burke are independent under Nasdaq rules (Moore is independent) .
- Stock ownership policy: Non-employee directors must hold SHBI shares equal to ≥5x annual cash retainer; all nominees/continuing directors are in compliance (new directors have 5 years to comply) .
- Risk oversight: Compensation Committee oversees comp risk; Audit/Governance/Strategic Initiatives & Technology/Board Risk Oversight committees cover financial, governance, technology, and enterprise risk. Moore serves specifically on Compensation, which reviews executive/director compensation and may retain independent advisors .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $35,000 | Paid quarterly; directors can elect stock in lieu (one-year vest if stock) |
| Committee chair retainer | $0 | Not a chair (chairs: $5,000; Audit Chair & Lead Independent Director: $10,000; Chairman +$20,000) |
| Meeting fees | Not disclosed | No separate meeting fees disclosed for directors |
| Total cash fees (2024) | $35,000 | Matches Director Compensation Table line item |
Performance Compensation
| Award Type | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting | Price/Detail |
|---|---|---|---|---|---|
| Restricted stock (equity retainer) | 2024-05-30 | 3,306 | $37,000 | One-year vest for retainers paid in stock | Form 4 shows “A-Award” of 3,306 shares at $11.19; post-transaction holdings 11,056 |
| Option awards | — | — | — | — | No director option awards disclosed |
- Compensation Committee engaged Aon McLagan for 2024 executive compensation market review and approved a peer group used for executive and director compensation decisions .
Other Directorships & Interlocks
| Company | Public Company? | Role | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in Moore’s biography |
| Compensation Committee Interlocks | — | — | Committee members (including Moore) were not officers/employees; no Item 404 relationships; no interlocking relationships under Item 407(e)(4)(iii) in 2024 |
Expertise & Qualifications
- Banking and local market experience across Delaware and Maryland; provides market-area expertise critical to SHBI .
- Executive leadership in housing and property management; operational perspective relevant to lending/credit and community engagement .
- Education in construction/business management aligns with real asset and operational oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| David W. Moore (Record Date: 2025-04-01) | 7,848 | <1% | Includes 96 shares held jointly with his mother |
| Post-Form 4 position (2024-05-30) | 11,056 | — | After 3,306-share award (Form 4) |
| Stock Ownership Policy Compliance | — | — | All director nominees/continuing directors in compliance with 5x cash retainer requirement |
| Hedging/Pledging Policy | — | — | Company prohibits writing options/short-selling and discourages hedging transactions; transactions reviewed by Insider Trading Compliance Officer |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2024-06-03 | 2024-05-30 | A – Award | 3,306 | $11.19 | 11,056 | |
| 2024-06-20 | 2024-05-30 | 4/A (amendment) | — | — | — |
Compensation Peer Group (used for 2024 decisions)
| Select Peers | Select Peers |
|---|---|
| NBT Bancorp, Inc. | First Bancorp |
| Eagle Bancorp, Inc. | Park National Corp. |
| First Commonwealth Financial | S&T Bancorp |
| Premier Financial Corp. | Tompkins Financial Corporation |
| Kearny Financial Corp. | Univest Financial Corp. |
| Peoples Bancorp, Inc. | City Holding Co. |
| Financial Institutions, Inc. | CNB Financial Corp. |
| Mid Penn Bancorp, Inc. | The First of Long Island Corp. |
| Carter Bankshares | Arrow Financial Corp. |
| Summit Financial Group, Inc. | Southern First Bancshares, Inc. |
| Primis Financial Corp. | Peoples Financial Services |
| Home Trust Bancshares, Inc. | Civista Bancshares, Inc. |
| Peer group proposed by Aon and approved by the Compensation Committee for 2024 executive/director compensation decisions . |
Governance Assessment
- Alignment: Director equity retainer in restricted stock with one-year vesting and 5x cash retainer ownership policy supports alignment; Moore reported beneficial ownership and received a 2024 equity award consistent with policy .
- Independence & conflicts: Board independence is strong; Compensation Committee members (including Moore) disclosed no Item 404 related-party transactions or interlocks in 2024—reducing conflict risk .
- Engagement: RED FLAG — below 75% attendance in FY2024 due to medical reasons (now resolved). Monitor 2025–2026 attendance to confirm sustained engagement .
- Committee effectiveness: Compensation Committee authority to retain independent advisors; use of external peer benchmarking (Aon) reflects structured pay governance. This supports board effectiveness in oversight of pay-for-performance .
- Pay structure: Director pay mix (cash $35,000; equity $37,000) is modest and typical for regional banks; no option awards or performance metrics for director pay disclosed, consistent with standard non-employee director compensation practices .
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