Konrad M. Wayson
About Konrad M. Wayson
Konrad M. Wayson, age 63, has served as an independent director of Shore Bancshares, Inc. since 2021 following the merger with Severn; he is a Class III director with a term expiring at the 2027 annual meeting. He serves on the Audit Committee and the Board Risk Oversight Committee; the Board has determined he is independent, and Audit members are deemed financially literate under SEC/Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wayson Landholdings | Partner; Managing Partner | Partner since 1996; Managing Partner since 2007 | Business/financial oversight experience leveraged for board risk and reporting |
| Hopkins & Wayson, Inc. (general contractor) | Secretary & Treasurer | Since 1984 | Financial and operational experience relevant to audit/risk oversight |
| Child’s Landscaping | Chief Financial Officer | 1997–2004 | Direct finance/accounting leadership experience |
| Anne Arundel County Public Schools Ethics Panel | Member (served 15 years) | Stepped down in 2023 | Ethics/governance credentials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anne Arundel Medical Foundation Board | Board service | Not disclosed | Community healthcare governance exposure |
| Anne Arundel Economic Development Corporation Board | Board service | Not disclosed | Economic development perspective |
| Anne Arundel School Board | Board service | Not disclosed | Public education governance experience |
| Salisbury University | B.S. in Business Administration | Degree completed | Formal education in business |
Board Governance
- Committee memberships: Audit; Board Risk Oversight (not a chair) .
- Independence: The Board determined all directors except the Chairman (Alan J. Hyatt) and the CEO (James M. Burke) are independent; Audit members—including Wayson—are independent and financially literate per charter and SEC/Nasdaq rules .
- Attendance/engagement: The Board held seven meetings in 2024; all directors attended at least 75% of Board and committee meetings, except one director due to medical reasons (not Wayson) .
- Board classification/tenure: Class III director; term expires at the 2027 annual meeting .
- Risk oversight: Active member of the Board Risk Oversight Committee, which focuses on enterprise risk including capital, credit, liquidity, compliance, legal, reputation, and technology .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $35,013 | $35,006 |
| Fees earned or paid in restricted stock ($) | $26,987 | $36,994 |
| All other compensation ($) (dividends on unvested restricted stock) | $1,701 | $2,072 |
| Total ($) | $63,701 | $74,072 |
- Non-employee director retainer: $35,000; additional retainers paid to Chairman ($20,000), Lead Independent Director and Audit Chair ($10,000), and other committee chairs ($5,000). Directors may elect cash or restricted stock; stock retainers have a one-year vesting period .
- 2023 policy context: Retainer $35,000; Chairman additional $15,000; equity retainer valued at $27,000 .
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Equity retainer value ($) | $27,000 | $37,000 |
| Cash retainer taken in stock (shares; amount) | 2,001 shares; $35,000 | 2,663 shares; $34,992 |
| Vesting period for stock retainers | One year | One year |
- No performance-based metrics disclosed for director compensation (no PSUs, options, or performance targets for directors in the proxy). Equity is time-based restricted stock, and “All Other Compensation” reflects dividends on unvested restricted stock .
Other Directorships & Interlocks
- Public company boards: None disclosed for Wayson in the proxy biographies .
- Committee interlocks: The Compensation Committee reported no interlocking relationships under Item 407(e)(4)(iii) of Regulation S-K in 2024 .
Expertise & Qualifications
- Finance and operations: CFO experience; long-running treasurer role; managing partner responsibilities underpin strong financial skills for oversight of reporting and risk .
- Governance and ethics: 15-year service on a public schools ethics panel; multiple community board roles .
- Education: B.S. in Business Administration (Salisbury University) .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned | 66,044 | 75,974 |
| Ownership as % of shares outstanding | <1% | <1% |
| Unvested restricted stock included (voting, no investment power) | 2,663 | 5,546 |
| Trust/indirect holdings | 50,266 in two trusts for which he serves as trustee | Not disclosed in footnotes shown (general table lists total) |
- Director stock ownership policy: Non-employee directors must hold shares equal in value to at least five times the annual cash retainer; all continuing directors are in compliance, with up to five years for new directors to meet requirements .
- Anti-hedging/insider trading policy: Prohibits writing options or short-selling; hedging transactions discouraged and require compliance officer review .
Governance Assessment
- Alignment signals: Wayson consistently elects to receive cash retainers in stock and holds time-based restricted shares, supporting alignment with shareholders; he complies with the 5x retainer ownership guideline .
- Board effectiveness: Active roles on Audit and Risk Oversight and at least 75% attendance in 2024; Audit membership meets independence and financial literacy requirements .
- Conflicts/related-party exposure: No related-party transactions involving Wayson are disclosed; the proxy details related leases and relationships for other directors and outlines arm’s-length review/approval standards under Nasdaq Rule 5630 and the company policy .
- RED FLAGS: None observed specific to Wayson—no low attendance, no disclosed related-party transactions, no option repricing, and no hedging/pledging behavior disclosed; note that loans/deposits with directors may exist under ordinary banking relationships but must be on market terms per regulation and Board approvals (aggregate director/officer loans $54.3M; deposits $35.8M as of 12/31/24) .