R. Michael Clemmer, Jr.
About R. Michael Clemmer, Jr.
Independent director since 2016 (Class III), age 57. President of Salisbury, Inc. (pewter and metal giftware) since 1991; founder of Executive Decision, Inc. (corporate recognition) in 1995; founder of Waterside Properties LLC (property development/management). University of Richmond graduate; long-time Talbot County resident and former Talbot Bank director prior to the 2016 merger creating Shore United Bank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Talbot Bank | Director | 2012–2016 | Joined SHBI/Bank boards after Talbot-CNB merger; banking oversight experience |
| Salisbury, Inc. | President | 1991–present | Manufacturing leadership; operational oversight |
| Executive Decision, Inc. | Founder | 1995–present | Corporate recognition services |
| Waterside Properties LLC | Founder | ~1992–present | Real estate development/management in SHBI markets |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Salisbury, Inc. | President | Consumer giftware/manufacturing | Designs/manufactures pewter, sterling silver, other metal giftware |
| Executive Decision, Inc. | Founder | Corporate services | Corporate recognition company |
| Waterside Properties LLC | Founder | Real estate | Development, acquisition, renovation of industrial/commercial property |
Board Governance
- Committee memberships: Executive Committee member; Board Risk Oversight Committee Chair .
- Independence: Independent under Nasdaq rules (all directors except Chairman Alan J. Hyatt and CEO James M. Burke are independent) .
- Attendance: Board met 7 times in 2024; all directors attended ≥75% of Board/committee meetings (exception: David W. Moore for medical reasons) .
- Executive sessions: Independent directors met in executive session 5 times during 2024 .
- Stock ownership policy: Non-employee directors must hold shares equal to ≥5× annual cash retainer; all nominees and continuing directors are in compliance .
| Committee | Role | Key Oversight |
|---|---|---|
| Executive | Member | Acts on behalf of Board between meetings |
| Board Risk Oversight | Chair | Oversees enterprise risk (capital, credit, liquidity, compliance, regulatory, legal, reputational, strategic, operational) and alignment with strategy |
Fixed Compensation
| Year | Cash Fees ($) | Equity Fees ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 40,006 | 36,994 (restricted stock; grant-date fair value) | 793 (dividends on unvested RS) | 77,793 |
- 2024 director fee structure: annual cash retainer $35,000; committee chair retainers—$5,000 for non-Audit chairs (Clemmer’s Board Risk chair qualifies); Audit Chair and Lead Independent Director $10,000; Board Chairman $20,000; additional equity retainer valued at $37,000; retainers paid in cash or restricted stock with one-year vesting .
Performance Compensation
| Item | 2024 Detail | Vesting/Terms |
|---|---|---|
| Director equity retainer | $37,000 equity award (restricted stock) | One-year vest; dividends on unvested RS subject to same vesting |
| Performance link | Not applicable for non-employee directors (no director PSUs/options disclosed) | Equity is time-based; no director performance metrics disclosed |
Other Directorships & Interlocks
| Type | Company | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | Proxy does not list other public company directorships for Clemmer |
| Legal/lease/consulting related-party | None disclosed for Clemmer | — | Related-party relationships disclosed for other directors (Hyatt, Adams, Jenkins); no Clemmer-specific disclosures |
Expertise & Qualifications
- Leadership across manufacturing and real estate; founder/operator experience in SHBI’s geographic footprint .
- Risk oversight experience as Board Risk Oversight Chair .
- Community ties and civic participation, supporting market knowledge for a community bank .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Details |
|---|---|---|---|
| R. Michael Clemmer, Jr. | 29,594 | <1% (*) | Includes 3,306 unvested restricted shares (voting only); includes 350 shares held by wife jointly with children |
| Shares outstanding (record date) | 33,374,265 | — | As of April 1, 2025 |
(*) Less than 1% per proxy table .
- Anti-hedging/pledging: Company prohibits short selling and discourages hedging; maintains hedging/pledging policies applicable to directors .
Governance Assessment
- Strengths: Independent director with deep operating background; chairs risk oversight during a period of deposit growth and asset quality focus; compliant with ownership guidelines; meeting attendance threshold met; regular independent executive sessions enhance oversight .
- Pay/Alignment: Balanced mix of cash plus time-based equity with one-year vesting; chair fee reflects risk oversight responsibility; no director-specific performance awards—typical for community banks .
- Conflicts/Red Flags: No Clemmer-specific related-party transactions disclosed; Section 16(a) delinquencies noted for other directors, not Clemmer; ordinary banking relationships with directors exist but not identified to Clemmer individually .
- Signal: Board emphasizes risk management, clawbacks, and director ownership—supportive of investor confidence; 2024 say-on-pay for executives received 94.4% support, indicating broader shareholder alignment on compensation governance .