Donna J. Stevens
About Donna J. Stevens
Donna J. Stevens is Executive Vice President and Chief Operating Officer of Shore Bancshares, Inc. (appointed July 2015; EVP & COO of Shore United Bank since July 2016). She is 62 and a career banker with 40+ years across retail branch banking, loan operations and documentation, credit administration, bank operations, and compliance. Education includes Stonier Graduate School of Banking, Maryland Banking School, ABA Compliance School, and an Associate’s degree in Business Management . Company performance context: 2024 net income was $43.9 million vs. $11.2 million in 2023 (ROAA 0.74%; ROE 8.35%; ROTCE 13.00%) ; TSR proxy metric rose from 82.09 (2023) to 106.80 (2024) on a hypothetical $100 investment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Shore Bancshares, Inc. | EVP & Chief Operating Officer | 2015–present | Oversees bank operations and compliance |
| Shore United Bank, N.A. | EVP & Chief Operating Officer | 2016–present | Operations leadership for the Bank |
| Multiple financial institutions (names not disclosed) | Various management roles (retail branch, loan ops/doc, credit admin, bank ops, compliance) | Prior to 1997–1997+ | Progressive responsibilities across core banking functions |
| Shore Bancshares (company-wide) | Senior level positions | 1997–2015 | Advanced through operations, credit, and compliance |
External Roles
| Organization | Role/Committee | Years |
|---|---|---|
| Maryland Bankers Association | Regulatory Affairs Committee (member) | Not disclosed |
| Mid-Atlantic Regional Compliance Group | Member | Not disclosed |
| Maryland Banker’s Leadership & Development Committee | Past Chairman | Not disclosed |
| Government Relations Council | Past member | Not disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $370,000 | $370,000 |
| Target short-term incentive (% of salary) | 25.0% | 25.0% |
Performance Compensation
| Component | Metric | Threshold | Target | Stretch | Actual (2024) | Payout (% of salary) | Payout ($) |
|---|---|---|---|---|---|---|---|
| 2024 STIP (cash) | PTPP ROAA | 1.30% | 1.42% | 1.50% | 1.08% | 8.09% | $29,933 |
| 2024 STIP (cash) | Efficiency ratio | 63.00% | 59.86% | 56.00% | 68.54% | 8.09% | $29,933 |
| 2024 STIP (cash) | Avg NIB deposits / avg retail deposits | 25.00% | 27.50% | 30.00% | 28.09% | 8.09% | $29,933 |
| 2024 STIP (cash) | Net interest margin (NIM) | 3.10% | 3.18% | 3.25% | 3.10% | 8.09% | $29,933 |
| 2024 LTIP (equity) | RSUs (time-based) | — | 12.5% of salary | — | Grant: 4,085 units (3/7/2024) | Vest ratably over 3 years starting 3/7/2025 | Fair value $92,484 (incl. RSUs+PSUs) |
| 2024 LTIP (equity) | PSUs (performance) | 25th pct (50% payout) | 50th pct (100% payout) | 75th pct (150% payout) | Target 4,085 units (2024–2026 cycle) | Vests per relative ROAA/ROAE vs 94-bank peer set | Fair value included above |
Notes:
- STIP payout was interpolated between threshold and target; a 20% NPA modifier could reduce payouts if exceeded .
- 2023 retention bonus: $105,941 (cash, merger-related) .
- Company does not currently grant stock options .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 20,649 shares; includes 60 shares held jointly with children |
| Ownership as % of outstanding | Less than 1% (33,374,265 shares outstanding on 4/1/2025) |
| ESPP participation | 1,599 shares via ESPP (sole voting/investment power) |
| Unvested equity at 12/31/2024 | RSUs: 1,971 (retention; vest in two equal installments beginning 7/1/2024); RSUs: 4,085 (grant 3/7/2024; vest in three equal installments starting 3/7/2025); PSUs: 4,085 (2024–2026) |
| Options (exercisable/unexercisable) | None disclosed; Company does not currently grant options |
| Hedging/pledging | Insider Trading Policy prohibits short sales and writing options; hedging is discouraged and subject to pre-clearance. Pledging not expressly addressed; no pledging disclosures for Stevens found . |
| Stock ownership guidelines | CEO multiple 2× salary; other Section 16 officers multiple 1× salary. 100% of net profit shares must be retained until guideline met . Compliance status for Stevens not disclosed. |
Employment Terms
| Provision | Detail |
|---|---|
| Appointment | EVP & COO of Company (July 2015); EVP & COO of Shore United Bank (July 2016) |
| Agreement type | Change in Control Agreement (12-month term; auto-renews unless notice) |
| Severance (Change-in-Control) | Double-trigger: If terminated without Cause or for Good Reason within 12 months of a Change in Control, lump sum equal to 2.0× base salary + bonus (annual incentive amount for calendar year of CoC), payable on day 60 post-termination with a release . |
| Good Reason / Cause definitions | As specified (material adverse change in duties; ≥5% salary reduction; relocation >50 miles; Cause includes fraud, breach, conviction, willful violations, etc.) . |
| Equity vesting on CoC/termination | Under LTIP: time-based awards vest in full upon involuntary or Good Reason termination within 12 months of CoC; PSUs deemed satisfied at target and vest accordingly . Plan-level CoC mechanics and acceleration if awards not assumed are described in equity plan . |
| Clawback | Incentive compensation subject to recoupment for accounting restatement; 3 prior fiscal years; no fault required . |
| Tax gross-ups | None; no Section 280G excise tax gross-ups in executive arrangements . |
| Deferred compensation | Participates in the Company Deferred Compensation Plan (nonqualified, voluntary deferrals; 2024 participation by Stevens) . |
| SERP | Supplemental Executive Retirement Plan: Normal Retirement Benefit of $125,000 per year for 10 years if separated on/after age 65 (exclusions apply); lump-sum formulas for early termination, disability, death, or CoC termination per plan terms . |
| Perquisites (2024) | Auto allowance $7,937; dividends on unvested restricted stock $4,360; group term life $2,879; employer 401(k) $13,800; imputed income $1,339; other $1,246 . |
Performance & Track Record
- Company financials: 2024 net income $43.9M; basic/diluted EPS $1.32; ROAA 0.74%, ROE 8.35%, ROTCE 13.00% . 2025 year-to-date press releases show Q2 and Q3 operating improvements in NIM and ROAA, with Q3 net income of $14.3M and ROAA 0.95% .
- Pay-versus-performance TSR proxy metric: $100 hypothetical investment value at year-end was $106.80 (2024), $82.09 (2023), $100.40 (2022) .
- 2024 STIP paid below target (8.09% of salary) reflecting scorecard results and disciplined payout governance .
Governance, Peer Group, Say-on-Pay
- Compensation peer group: Aon-reviewed 2024 peer set of 25+ regional banks (e.g., NBT Bancorp, Eagle Bancorp, First Commonwealth, S&T Bancorp, Tompkins, Univest, CNB Financial, Mid Penn, Summit, Primis) .
- Say-on-Pay: 94.44% approval in 2024 ; 2025 Annual Meeting Proposal 5 approved (shareholder vote results disclosed) .
- Executive stock ownership/anti-hedging policies in place .
Risk Indicators & Red Flags
- Hedging discouraged; short-selling and writing options prohibited; clawback compliant with Nasdaq rules .
- No option repricing without shareholder approval per plan; clear CoC provisions to avoid single-trigger windfalls .
- No 280G tax gross-ups (shareholder-friendly) .
- Pledging: no explicit disclosure for Stevens; policy does not expressly permit pledging .
- Related party/Section 16 compliance: no delinquent filings noted for Stevens; aggregate delinquency noted elsewhere for two directors (not Stevens) .
Equity and Cash Compensation Mix (Multi-Year)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $345,000 | $370,000 |
| Retention bonus ($) | $105,941 | — |
| Stock awards ($, RSUs+PSUs) | $45,570 | $92,484 |
| STIP cash ($) | — | $29,933 |
| Non-qualified deferred comp/SERP change ($) | $132,071 | $142,123 |
| All other compensation ($) | $14,909 | $31,561 |
| Total ($) | $643,491 | $666,101 |
Vesting Schedules and Upcoming Dates
- Retention RSUs granted 7/1/2023: vest 50% on 7/1/2024 and 50% on 7/1/2025 .
- 2024 RSUs granted 3/7/2024: vest ratably over 3 years starting 3/7/2025 .
- 2024 PSUs: performance period 1/1/2024–12/31/2026; payout determined post-2026 Form 10-K filing based on relative ROAA/ROAE vs peer banks .
Employment Terms Summary (Economics)
| Trigger | Cash multiple | Benefits | Equity treatment |
|---|---|---|---|
| CoC + involuntary w/o Cause or Good Reason resignation ≤12 months | 2.0× base + bonus (annual incentive for CoC year) | Lump-sum at day 60 post-termination (with release) | Time-based awards vest; PSUs at target, subject to plan |
Investment Implications
- Pay-for-performance discipline: Below-target STIP payout and relative performance PSUs indicate tighter alignment with financial outcomes; combined with clawback and no 280G gross-ups, overall governance appears shareholder-friendly .
- Retention factors: SERP promises $125,000 per year for 10 years at normal retirement (age ≥65), and ongoing unvested RSU/PSU tranches suggest elevated retention incentives; with age 62, near-term retention benefits are meaningful .
- Insider selling pressure: Upcoming RSU vest dates (7/1/2025; 3/7/2025–2027) could create event-driven liquidity needs, but 100% net-of-tax share retention until ownership guideline is met may dampen net selling .
- Alignment and risk: No options outstanding and anti-hedging/short-sale restrictions reduce misalignment risk; double-trigger CoC terms avoid windfalls without separation .