John A. Lamon, III
About John A. Lamon, III
Independent Class I director of Shore Bancshares, Inc. since November 1, 2021 (age 67; as of Dec 31, 2024). Current Director of Business Development at Ironmark; previously President/Owner of John A. Lamon & Associates (sold to G&G Outfitters; remained employed as Senior Account Executive until 2000). BA, University of Maryland, College Park; two-time All-American in lacrosse; volunteer awards include Willis Bilderback Volunteer Award and Wille Gateau Youth Services Award. Committees: Compensation and Governance. Independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Severn Bancorp, Inc. | Director | Since 2009 (prior to SHBI merger) | Business/marketing experience supporting oversight of financial reporting and enterprise/operational risk |
| Severn Savings Bank, FSB | Director | Since 2008 (prior to SHBI merger) | Business/marketing oversight |
| John A. Lamon & Associates | President & Owner | Through 2000 (business sold; remained employed until 2000) | Promotional marketing; growth and sales leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ironmark (marketing agency) | Director of Business Development | Current | Private company role; marketing and business development |
| St. Mary’s School | Board service | Not disclosed | Nonprofit/community engagement |
| Annapolis Touchdown Club | Board service | Not disclosed | Nonprofit/community engagement |
| St. Mary’s Royal Blue Club | Board service | Not disclosed | Nonprofit/community engagement |
| University of Maryland M Club | Board service | Not disclosed | Alumni/athletics organization |
Board Governance
- Committee assignments: Compensation Committee (member) and Governance Committee (member). Committee chairs are Louis P. Jenkins, Jr. (Compensation) and Clyde V. Kelly, III (Governance); Lamon is not a chair.
- Independence: Board determined all directors except the Chairman (Alan J. Hyatt) and CEO (James M. Burke) are independent; Lamon is independent.
- Attendance: Board held seven meetings in 2024; all directors attended at least 75% of Board and committee meetings, except one director due to medical reasons (resolved).
- Lead Independent Director and executive sessions: Lead Independent Director is Austin J. Slater, Jr.; independent directors met in executive session five times in 2024.
- Director stock ownership guideline: 5x annual cash retainer; all nominees and continuing directors are in compliance (5-year window for new directors).
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual retainer (cash fees) | $35,006 | Director cash retainer; paid quarterly; model retainer is $35,000 for non-employee directors |
| Restricted stock (grant-date fair value) | $36,994 | Equity retainer; directors received an equity retainer valued at $37,000 in 2024; one-year vesting for stock-paid retainers |
| All other compensation (dividends on unvested) | $793 | Dividends paid on unvested restricted stock |
| Total | $72,793 | Sum of components for 2024 |
Additional structure:
- Chair/role fees: Chairman +$20,000; Lead Independent Director and Audit Chair +$10,000; other committee chairs +$5,000. Lamon is not a chair.
Performance Compensation
| Equity Award Type | 2024 Value/Amount | Vesting | Performance Metrics |
|---|---|---|---|
| Director equity retainer (restricted stock) | $36,994 | One-year vest for retainers paid in stock | None; director equity is time-based, not performance-based |
No performance metrics tied to director compensation were disclosed; directors receive fixed cash retainers and time-based equity awards.
Other Directorships & Interlocks
| Company | Role | Period | Interlock Notes |
|---|---|---|---|
| Shore Bancshares, Inc. | Director | 2021–present | Compensation Committee disclosed no interlocks; no Item 407(e)(4)(iii) interlocking relationships in 2024. |
| Severn Bancorp, Inc. | Director | Since 2009 (pre-merger) | Prior public company board; merged into SHBI in 2021. |
| Severn Savings Bank, FSB | Director | Since 2008 (pre-merger) | Bank subsidiary board prior to merger. |
Expertise & Qualifications
- Business and marketing leadership; promotional marketing company founder/owner; current business development executive. Considered valuable for oversight of financial reporting, enterprise risk, and operational risk.
- Community/nonprofit board experience; volunteer awards; collegiate athletics leadership background.
- Education: BA, University of Maryland, College Park.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 61,827 shares | Includes 3,306 unvested restricted shares with voting but no investment power |
| Unvested restricted stock | 3,306 shares | As disclosed for directors |
| Ownership classification | Less than 1% of outstanding | Company classification; 33,374,265 shares outstanding as of April 1, 2025 |
| Ownership guideline compliance | Compliant | All nominees and continuing directors comply with 5x retainer guideline (within 5 years for new directors) |
| Anti-hedging/pledging policy | Hedging discouraged; no short-selling or writing options | Transactions reviewed by Insider Trading Compliance Officer; policy applies to directors |
Governance Assessment
- Board effectiveness: Lamon serves on Compensation and Governance—two critical oversight committees—supporting pay governance, nominations, and policy oversight; both committees are fully independent.
- Independence and engagement: Board independence is 90%; Lamon independent; executive sessions held five times in 2024; Board attendance at least 75% (one medical exception).
- Ownership alignment: Director stock ownership policy (5x retainer) with compliance achieved; Lamon holds 61,827 shares including 3,306 unvested restricted shares.
- Pay governance and shareholder signals: Compensation Committee retained independent consultant (Aon McLagan) and reported no interlocks/conflicts; 94.4% say‑on‑pay support in 2024 (legacy program) indicates investor alignment.
- Related-party/conflicts: Compensation Committee disclosed no Item 404 related-party relationships among committee members (includes Lamon); broader independence review noted certain relationships for other directors (Adams, Hyatt, Jenkins) but not Lamon.
RED FLAGS: None disclosed specific to Lamon—no related-party transactions, hedging/pledging not permitted by policy, no over-boarding noted; director compensation is balanced between modest cash retainer and time-based equity. Board consulting payments exist for another director (Chairman Hyatt) under a separate agreement, but not for Lamon.