E. Lawrence Sanders, III
About E. Lawrence Sanders, III
Independent Class III director (age 68) since 2023; term expires at the 2027 annual meeting. President of Edward L. Sanders Insurance Agency with 40+ years in insurance and extensive prior bank board service (County First Bank chairman 2013–2018; director 28 years). Holds a BS from NC State; Certified Insurance Counselor (1979) and licensed Insurance Advisor (1981). Serves on SHBI’s Board Risk Oversight Committee; the Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| County First Bank | Director; Chairman of the Board | Director 28 years; Chairman 2013–2018 | Long-tenured governance and credit/risk oversight experience |
| The Community Financial Corporation and Community Bank of the Chesapeake | Director | 2018–2023 | Pre-merger governance; regulatory and risk practices; brought to SHBI via 2023 merger |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Edward L. Sanders Insurance Agency | President | Ongoing | Multi-line insurance provider in Maryland (founded 1903) |
| Charles County Rotary | Member; Past President | Ongoing | Community leadership |
| Professional Insurance Agents Association | Past Director | Prior service | Industry association governance |
| Civista Foundation | Past Director; Past President | Prior service | Non-profit oversight |
| Charles County Rotary Foundation | Director | Ongoing | Non-profit board role |
Board Governance
- Independence: Independent director; only the Chairman (Hyatt) and CEO (Burke) are non-independent on SHBI’s Board .
- Committee assignments: Member, Board Risk Oversight Committee (reviews enterprise risk across capital, earnings, credit, liquidity, compliance, legal, reputational, strategic, operational) .
- Attendance: Board met 7 times in 2024; all directors attended ≥75% of Board/committee meetings except one director due to medical reasons—indicates Sanders met attendance expectations .
- Board structure and engagement: Separate Chair and CEO; Lead Independent Director (Vice Chair) in place; independent directors met in five executive sessions in 2024 .
- Term/class: Class III; current term ends at the 2027 annual meeting .
Fixed Compensation
| Year | Annual Retainer (Cash) | Equity Retainer (Restricted Stock) | Other Compensation (Dividends on Unvested RS) | Total |
|---|---|---|---|---|
| 2024 | $35,006 | $36,994 | $1,304 | $73,304 |
- Non-employee directors received: $35,000 annual retainer (paid quarterly; cash or stock election) and an additional $37,000 equity retainer in 2024; retainers paid in stock vest over one year. Additional chair fees: $20,000 (Chairman), $10,000 (Lead Independent Director, Audit Chair), $5,000 (other committee chairs). Sanders is not disclosed as a chair; thus base structure applied .
Performance Compensation
| Element | Grant Type | Grant Value | Grant Date | Vesting | Metrics |
|---|---|---|---|---|---|
| Director equity retainer | Restricted Stock | $36,994 | 2024 (annual program) | One-year vest for retainers paid in stock | None (time-based; no director PSU metrics) |
| Options | Not granted | — | — | — | Company does not currently grant stock options under equity programs |
Directors are not subject to performance scorecards; equity is time-based. Executive STIP/LTIP metrics (PTPP ROAA, efficiency ratio, NIB deposits, NIM; ROAA/ROAE relative) apply to NEOs, not directors .
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock/Conflict |
|---|---|---|
| The Community Financial Corporation and Community Bank of the Chesapeake (pre-merger) | Public bank holding company and bank | Historical directorship; no current related-party transactions disclosed with Sanders at SHBI . |
| County First Bank | Bank | Historical leadership; no SHBI related-party ties disclosed . |
- Related-party oversight and policy: SHBI requires related-party transactions >$120,000 to be reviewed/approved by independent directors/Audit Committee and on arm’s-length terms; disclosed related leases involve other directors (Hyatt, Adams), not Sanders .
- Ordinary banking relationships: Loans/deposits with directors/officers occur on market terms; aggregate outstanding director/officer loans totaled ~$54.3M at 12/31/2024; no individual breakdown implicating Sanders disclosed .
Expertise & Qualifications
- Financial and operational risk: Decades of bank board governance; risk assessment and regulatory compliance experience .
- Insurance operations: Multi-line insurance leadership; adds risk transfer/operational perspective .
- Community leadership: Civic and foundation boards support stakeholder engagement and reputational oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notable Details |
|---|---|---|---|
| E. Lawrence Sanders, III | 90,440 | <1% | Includes 3,306 unvested restricted shares with voting but no investment power; 5,751 in spouse’s IRA; 6,447 in trust where co-trustee . |
- Director stock ownership policy: Non-employee directors must hold ≥5x the annual cash retainer; all director nominees/continuing directors are in compliance (new directors have 5 years to reach compliance) .
- Hedging/pledging: Policy prohibits writing options/short selling and discourages hedging; hedging transactions require compliance review. No pledging by Sanders disclosed .
Governance Assessment
- Alignment: Mix of cash ($35,006) and equity ($36,994) with one-year vesting supports ownership alignment; compliance with 5x ownership guideline strengthens “skin in the game” .
- Independence/attendance: Independent status and ≥75% attendance bolster board effectiveness; active risk oversight committee membership aligns with his background .
- Conflicts: No related-party transactions disclosed involving Sanders; robust review/approval protocols in place for any related dealings .
- Signals to investors: Strong board independence, lead independent director, regular executive sessions, and clawback policy for executives indicate governance discipline; 2024 say-on-pay support was 94.4%, reflecting shareholder confidence in pay practices (for NEOs) .
- Red flags: None disclosed specific to Sanders (no late Section 16 filings; late filings noted for two other directors only) .
Overall, Sanders brings deep regional banking governance and risk oversight experience, with a balanced director pay package and compliant ownership, and no disclosed conflicts—supporting investor confidence in SHBI’s board risk oversight and governance .