Dawn M. Willey
About Dawn M. Willey
Dawn M. Willey, age 62, is a Class II independent director of Shore Bancshares, Inc. (SHBI) since 2020, serving on the Audit, Board Risk Oversight, and Strategic Initiatives & Technology Committees . She was founding CEO of Bridgeforce Inc., founded Katabat, and previously held Executive Vice President roles at MBNA/Bank of America with 40 years of banking experience spanning fraud prevention, collections, risk analytics, operational risk/compliance, bank technology, card point-of-sale, and consumer/small business/mortgage lending; she pioneered neural network fraud detection and holds a patent in multi-channel virtual collections .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bridgeforce Inc. | Founding CEO; Board Chairperson | Retired 2013; Chair through 2019 | Led advisory to global lenders; expertise in collections, fraud prevention, risk analytics |
| MBNA (acquired by Bank of America) | Executive Vice President | Not disclosed | Senior leadership in consumer finance operations and risk/compliance |
| Katabat (omni-channel banking SaaS) | Founder; Board member | Board service until sale in 2020 | Omni-channel banking; patent in virtual collections |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Caitlin Robb Foundation (Delaware Valley Chapter) | Board member | Not disclosed | Pediatric cancer support |
| 81DalerGirls Scholarship Fund | Co-founder | Not disclosed | Supports women student athletes; leadership attributes emphasis |
Board Governance
- Independence: The Board determined all current directors other than the Chairman (Alan J. Hyatt) and CEO (James M. Burke) are independent; Willey is independent under Nasdaq rules .
- Years of service: Director since 2020 (Class II; term expires at 2026 meeting) .
- Attendance: Board met 7 times in 2024; all directors attended ≥75% of Board/committee meetings except one director for medical reasons (Moore), implying Willey met attendance expectations .
- Executive sessions: Independent directors met five times without management in 2024 .
- Stock ownership guidelines: Non-employee directors must hold ≥5x the annual cash retainer; all nominees and continuing directors are in compliance .
| Committee | Role | Chair | Key Oversight Focus |
|---|---|---|---|
| Audit | Member | Mary Todd Peterson | Financial reporting, internal controls, auditor independence, compliance |
| Board Risk Oversight | Member | R. Michael Clemmer, Jr. | Enterprise risk across credit, market/IR, liquidity, compliance, operational, strategic risks |
| Strategic Initiatives & Technology | Member | Michael B. Adams | Oversight of strategic projects, technology platforms, products, acquisitions |
Fixed Compensation
Policy overview for non-employee directors (2024): Annual retainer $35,000; Chairman additional $20,000; Lead Independent Director and Audit Chair additional $10,000; other committee chairs additional $5,000; directors received a $37,000 equity retainer; retainers paid in stock vest over one year . Willey is not a chair and does not receive chair uplifts .
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees earned/paid in cash | 35,006 | Cash retainer (quarterly) |
| Fees earned/paid in restricted stock | 36,994 | Equity retainer; one-year vest |
| All Other Compensation | 2,072 | Dividends on unvested restricted stock |
| Total | 74,072 | Sum of components |
Additional detail: Willey elected to receive shares in lieu of cash equal to 2,663 shares for $34,992 (subset of cash retainer election) .
Performance Compensation
Non-employee directors do not have performance-based cash metrics; equity is time-based restricted stock. The company’s director equity program grants restricted stock with one-year vest; dividends on unvested restricted stock are paid as “All Other Compensation” .
| Equity Award Detail (2024) | Metric | Value |
|---|---|---|
| Annual equity retainer value | Restricted stock grant-date fair value | 36,994 |
| Vesting schedule | Time-based vesting | 1-year vest |
| Dividends on unvested restricted | Cash dividends | 2,072 |
| Shares received in lieu of cash retainer | Number of shares; dollar equivalent | 2,663; $34,992 |
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond SHBI .
- Private/Non-profit boards: Caitlin Robb Foundation; 81DalerGirls scholarship fund; prior boards at Bridgeforce and Katabat (private companies) .
- Interlocks/conflicts: No related-party transactions were disclosed involving Willey; related-party items involve other directors (Hyatt: law firm lease/fees and consulting; Adams: facility lease; Jenkins: legal fees) .
Expertise & Qualifications
- 40 years banking experience; leadership in fraud prevention, collections, risk analytics, investor portfolio evaluations, operational risk compliance, strategic banking tech, card POS, and lending across NA and UK .
- Pioneered neural network fraud detection; patent in multi-channel virtual collections .
- Committee breadth across audit, risk, and technology provides cross-functional oversight capability .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 44,634 shares |
| Ownership as % of shares outstanding | <1% (33,374,265 shares outstanding) |
| Unvested restricted stock | 3,306 shares |
| Estimated vested shares | 41,328 shares (44,634 minus 3,306) |
| Director ownership guideline | ≥5x annual cash retainer; all directors in compliance |
| Anti-hedging/pledging policy | Hedging discouraged; short writing/short sales prohibited; compliance overseen via Insider Trading Policy |
Section 16(a) compliance: One Form 4 for Willey was reported as not timely filed for 2024 (one transaction) .
Governance Assessment
- Strengths: Independent director with deep operational risk, fraud, and technology expertise; active across Audit, Risk, and Strategic Technology committees; meets attendance and ownership alignment expectations; Board conducts five independent executive sessions and maintains robust governance policies (clawback, code of ethics, insider trading, conflicts) .
- Alignment: Equity retainer and election to take stock in lieu of cash strengthen alignment; compliance with 5x retainer ownership guideline is positive .
- RED FLAGS: One late Form 4 filing in 2024 is a minor process lapse to monitor ; no related-party transactions disclosed for Willey (positive), though Board has multiple related-party arrangements with other directors (Hyatt law firm fees/lease/consulting; Adams facility lease; Jenkins legal fees) that the Audit Committee reviews per policy .
- Engagement: Board met 7 times; independent sessions five times; Willey’s committee assignments suggest strong involvement in financial oversight, enterprise risk, and strategic technology execution .