Louis P. Jenkins, Jr.
About Louis P. Jenkins, Jr.
Independent director (age 53) serving since 2023 following the merger with The Community Financial Corporation; principal of Jenkins Law Firm, LLC in La Plata, MD, former Assistant State’s Attorney (1997–1999), and current Court Auditor for the Circuit Court for Charles County, MD; brings legal and governance expertise relevant to lending and local regulatory/political environments; currently chairs the Compensation Committee and serves on the Executive and Governance Committees . The Board determined all directors other than the Chairman and CEO are independent under Nasdaq rules, which includes Mr. Jenkins .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jenkins Law Firm, LLC | Principal | Ongoing | Legal expertise provides Board with governance and lending perspective |
| Charles County, MD | Assistant State’s Attorney | 1997–1999 | Public-sector legal experience; local regulatory understanding |
| Circuit Court for Charles County, MD | Court Auditor | Ongoing | Financial and legal oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Maryland Medical System | Director | 2017–2019 | Non-profit health system governance experience |
| University of Maryland Charles Regional Medical Center | Board Member | Not disclosed | Community hospital board experience |
| Southern Maryland Chapter, American Red Cross | Board Member | Not disclosed | Community engagement |
| Charles County Chamber of Commerce | Board Member | Not disclosed | Local business network |
| Charles County Bar Association | Board Member | Not disclosed | Legal community leadership |
Board Governance
- Committee assignments: Compensation (Chair), Executive, Governance; Compensation Committee consists solely of independent directors; Governance Committee members are independent .
- Attendance: Board held 7 meetings in fiscal 2024; all directors attended at least 75% of Board and committee meetings except one director (medical reasons), implying Mr. Jenkins met attendance expectations .
- Independence: Board confirmed independence for all directors except the Chairman and CEO; independence evaluation considered certain relationships including Mr. Jenkins .
- Executive sessions: Compensation Committee met five times in 2024, with executive sessions without management each time .
Fixed Compensation
Non-employee director program (2024): annual retainer $35,000; Chairman additional $20,000; Lead Independent Director and Audit Chair additional $10,000; other committee Chairs additional $5,000; directors received a $37,000 equity retainer; retainers may be taken in cash or restricted stock (one-year vesting) .
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash | $20,008 | $40,006 |
| Fees earned or paid in restricted stock (grant-date fair value) | $26,992 | $36,994 |
| All other compensation (dividends on unvested RS) | $510 | $1,304 |
| Total | $47,510 | $78,304 |
| Program reference (annual cash retainer) | $35,000 | $35,000 |
| Program reference (equity retainer) | $27,000 | $37,000 |
| Chair fee – Compensation Committee | $5,000 (program term) | $5,000 (program term) |
| Vesting for stock retainers | One year | One year |
Performance Compensation
Director equity is time-based; no performance-linked director awards disclosed. The program grants restricted stock with one-year vesting for retainers; dividends paid on unvested restricted stock are reported under “All Other Compensation” . No director stock options or PSUs disclosed for directors; director equity grants are valued at grant-date fair value under ASC 718 .
| Equity Award Feature | 2023 | 2024 |
|---|---|---|
| Equity retainer value | $27,000 (restricted stock) | $37,000 (restricted stock) |
| Vesting schedule | 1-year vesting for retainers | 1-year vesting for retainers |
| Dividends on unvested RS (Jenkins) | $510 | $1,304 |
No director-specific performance metrics, options, or PSUs are disclosed for Mr. Jenkins; director compensation is structured as cash retainers plus time-based restricted stock grants .
Other Directorships & Interlocks
- Public company directorships: None disclosed in SHBI proxy biographies for Mr. Jenkins; roles listed are legal practice and non-profit/community boards .
- Compensation Committee interlocks: None for 2024; members (including Jenkins as Chair) had no relationships requiring Item 404 disclosure and no interlocking relationships under Item 407(e)(4)(iii) .
Expertise & Qualifications
- Legal and governance expertise as practicing attorney and court auditor; prior public-sector prosecutorial experience; lends “critical perspective to the lending and governance function” and knowledge of local political/business environment; Board cites his qualifications explicitly in the biography .
Equity Ownership
Director stock ownership policy requires non-employee directors to hold shares equal to at least 5x the annual cash retainer; all directors are in compliance (five-year phase-in for new directors) .
| Ownership Metric | As of Apr 1, 2025 |
|---|---|
| Beneficially owned shares (Jenkins) | 60,037 |
| Percent of class | Less than 1% (outstanding shares: 33,374,265) |
| Included unvested restricted stock (voting, no investment power) | 3,306 |
| Anti-hedging/short-selling policy | Short-selling prohibited; hedging discouraged and subject to compliance review |
| Awards subject to clawback/hedging/pledging policies | Yes, under the 2025 Plan governance provisions |
Governance Assessment
- Strengths: Independent status; chairs an all-independent Compensation Committee; uses independent compensation consultant (Aon McLagan) with independence affirmed; strong governance policies (Code of Ethics, conflicts policy, anti-hedging practices, clawback) .
- Shareholder signal: 2024 say‑on‑pay approval of 94.4% indicates broad investor support for compensation oversight under his committee chairmanship .
- Attendance/engagement: Met minimum attendance thresholds; Compensation Committee met five times with executive sessions, indicating active oversight .
- Potential conflicts (monitoring required): Jenkins Law Firm, LLC received $6,000 in legal fees in 2024 and approximately $8,500 year-to-date 2025; Board independence determination considered these relationships, and conflicts are processed via Audit Committee per policy. Amounts are below Item 404 thresholds but warrant continued transparency. RED FLAG: related-party legal services, albeit de minimis .
- Compensation structure evolution: Director compensation increased YoY driven by full-year service post-merger and a higher equity retainer ($27,000→$37,000); Jenkins’ total director compensation rose from $47,510 (2023) to $78,304 (2024), with balanced cash and equity components supporting alignment .