Lacey A. Pierce
About Lacey A. Pierce
Executive Vice President who became Chief Administrative Officer at Shore Bancshares (Shore United Bank) upon completion of the Community Financial merger in July 2023; effective January 1, 2025 her title changed to Chief Strategy & Project Officer to reflect primary responsibilities . Age 38 as of December 31, 2023; holds a bachelor’s degree from Towson University, completed Maryland Banking School and the ABA Stonier Graduate School of Banking; more than 10–15 years of banking experience across 2024–2025 disclosures . External community roles include Board service at The Arc of Southern Maryland and Farming 4 Hunger . Company performance context during her tenure shows improving net income and TSR as reflected in SHBI’s pay-versus-performance disclosure (see table below) .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 investment (TSR) | 100.40 | 82.09 | 106.80 |
| Net Income ($000s) | 31,177 | 11,228 | 43,889 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Community Financial Corporation / Community Bank of the Chesapeake | EVP & Chief Administrative Officer | Not disclosed | Led corporate administration; oversaw lending administration, marketing, facilities, and community shareholder relations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Arc of Southern Maryland | Director | Not disclosed | Community engagement and governance support . |
| Farming 4 Hunger | Director | Not disclosed | Community development and outreach . |
Fixed Compensation
No proxy disclosure of Ms. Pierce’s individual base salary, target/actual bonus, or perquisites for 2024–2025; SHBI’s NEO salary adjustments and perquisites policies are disclosed at a program level (perquisites limited; automobile allowances and certain club dues) .
- Compensation philosophy emphasizes competitive pay, retention, and “at risk” components tied to performance; stock-based compensation is a key component .
- Perquisites are limited; no excise tax gross-ups under Section 280G in executive arrangements; robust governance practices include independent committee oversight and use of an independent compensation consultant .
Performance Compensation
Company LTIP design applicable to executives emphasizes both time-based RSUs and performance share units (PSUs) with relative metrics.
| Metric | Weighting | Measurement Perspective | Threshold | Target | Stretch | Payout at Threshold/Target/Stretch |
|---|---|---|---|---|---|---|
| Return on Average Assets (ROAA) | 50% | Relative to peer banks (3–12B assets; NYSE/NASDAQ; 94 banks) | 25th percentile | 50th percentile | 75th percentile | 50% / 100% / 150% of target |
| Return on Average Equity (ROAE) | 50% | Relative to peer banks | 25th percentile | 50th percentile | 75th percentile | 50% / 100% / 150% of target |
- 2024 LTIP Awards: RSUs vest ratably over three years beginning March 7, 2025; PSUs measured over January 1, 2024–December 31, 2026 with payouts determined after the 2026 10-K; change-in-control treatment provides target vesting on involuntary/good-reason termination within 12 months post-CIC .
- Equity plan governance: No option repricing without shareholder approval; minimum one-year vesting; dividends subject to vesting; awards subject to clawback .
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (shares) | % of Shares Outstanding | ESPP Holdings | ESOP/Indirect Holdings Detail |
|---|---|---|---|---|
| April 2, 2024 | 46,253 | 0.139% (46,253 ÷ 33,210,522) | 686 (incl. 343 via spouse’s ESPP) | Of beneficial shares, 8,882 are ESOP-related, including 4,919 via spouse’s ESOP; voting but not investment power over ESOP shares . |
| April 1, 2025 | Not disclosed in total form | — | 1,510 (incl. 755 via spouse’s ESPP) | Company-wide: ~291,826 RSUs/PSUs outstanding; no stock options outstanding as of April 1, 2025 (plan-level) . |
Alignment policies and restrictions:
- Executive Stock Ownership Policy: CEO at 2× base salary; other Section 16 executive officers at 1×; 100% retention of net shares from exercises/vests until guideline met .
- Anti-Hedging/Pledging: Prohibits writing options and short-selling; hedging transactions discouraged and subject to compliance review under the Insider Trading Policy .
- Clawback: Incentive-based compensation subject to recoupment following an accounting restatement for the prior three completed fiscal years; no fault required .
Employment Terms
- Appointment & Title: Appointed EVP & Chief Administrative Officer at SHBI upon completion of Community Financial merger (July 2023); title changed to Chief Strategy & Project Officer effective January 1, 2025 .
- Change-in-Control Severance Plan (effective July 1, 2025): Defines participation via individual Participation Agreements; Qualifying Termination within 24 months post-CIC includes employer termination without cause or executive resignation for Good Reason; provides Pro-Rata Bonus at target and addresses non-compete/non-solicit via restrictive covenants in Participation Agreements .
- Good Reason: As defined by the 2025 Equity Incentive Plan; notice and cure periods apply (90-day notice; 30-day cure; termination within 60 days if uncured) .
Investment Implications
- Skin-in-the-game: Meaningful direct and indirect ownership (46,253 shares as of April 2, 2024) plus ESPP participation supports alignment; anti-hedging and ownership retention requirements further constrain discretionary selling and reduce misalignment risk .
- Vesting/overhang: Company’s 2024–2026 PSU cycle and three-year RSU vesting cadence create periodic supply; governance features (minimum vesting, dividend deferral, clawback) moderate risk of short-termism and excessive risk-taking .
- Change-in-control: Plan-level protections with standardized definitions and pro-rata bonus can reduce flight risk during strategic events while avoiding excise tax gross-ups; overall CIC design (including “best net benefits” methodology in CEO/CFO agreements) suggests shareholder-conscious structuring across the executive bench .
- Shareholder support: Say-on-pay approval of 94.4% in 2024 signals investor acceptance of pay program design, including relative performance metrics and equity mix—positive read-through for executive incentives tied to ROAA/ROAE .