Rebecca M. McDonald
About Rebecca M. McDonald
Rebecca Middleton McDonald, CPA, age 51, is an independent Class I director of Shore Bancshares, Inc. since 2023 (joined via the merger with The Community Financial) and is designated by the Board as an “audit committee financial expert.” She is a Managing Director at Cherry Bekaert Advisory, LLC with 30 years of accounting advisory and financial transformation experience spanning SEC reporting, internal controls, audit/IPO readiness, and M&A due diligence; she holds a B.S. from Elon University and is a member of the AICPA. She also serves as Treasurer on the Board of Trustees of Commonwealth Academy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Community Financial Corporation and Community Bank of the Chesapeake | Director | 2020–2023 | Board service prior to merger into SHBI; finance/audit expertise contributed to governance oversight |
| Public Company (not named) | Various finance roles | Not disclosed | Experience in finance roles at a publicly traded company; supports SEC reporting and controls oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cherry Bekaert Advisory, LLC | Managing Director | Current | National advisory firm; focus on accounting advisory and financial transformation |
| Commonwealth Academy | Treasurer, Board of Trustees | Current | Non-profit academic institution |
| AICPA | Member | Current | Professional credentialing and standards body |
Board Governance
- Committee assignments: Audit Committee (member), Board Risk Oversight Committee (member), Strategic Initiatives & Technology Committee (member)
- Audit Committee Financial Expert: Board determined Ms. McDonald meets SEC “financial expert” criteria
- Independence: Board deems all current directors independent except the Chair (Alan J. Hyatt) and CEO (James M. Burke); McDonald is independent
- Attendance: All directors attended ≥75% of 2024 Board and committee meetings, except one director (Moore) for medical reasons; implies McDonald met the threshold
- Years of service on SHBI Board: Director since 2023
- Executive sessions: Independent directors met five times in executive session in FY2024
- Director stock ownership policy: 5x annual cash retainer requirement; all nominees/continuing directors in compliance; five years allowed for new directors
Fixed Compensation
| Item (Non-Employee Director, 2024) | Amount | Citation |
|---|---|---|
| Fees earned or paid in cash | $35,006 | |
| Fees earned or paid in restricted stock | $36,994 | |
| All other compensation (dividends on unvested restricted stock) | $1,304 | |
| Total 2024 compensation | $73,304 |
Program structure (2024):
- Annual cash retainer: $35,000; equity retainer: $37,000 (restricted stock, 1-year vest). Chair retainers: Board Chair +$20,000; Lead Independent Director +$10,000; Audit Chair +$10,000; other committee chairs +$5,000. Directors may elect cash or stock for quarterly installments; retainers paid in stock vest over one year.
Performance Compensation
| Performance-linked component | Structure | Notes |
|---|---|---|
| None disclosed for directors | N/A | Director equity is time-based restricted stock; no director PSUs/options reported in 2024 |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Timing | Notes |
|---|---|---|---|---|
| The Community Financial Corporation | Financials | Director | 2020–2023 | Prior to merger into SHBI; no current other public company directorships disclosed for McDonald in SHBI’s proxy |
| Community Bank of the Chesapeake | Bank subsidiary | Director | 2020–2023 | Subsidiary board service pre-merger |
- Related-party/transaction exposure: Proxy discloses related-party leases, legal fees, and a consulting agreement involving other directors; no transactions are reported involving McDonald.
Expertise & Qualifications
- CPA with 30 years in accounting advisory, SEC reporting, internal controls, audit/IPO readiness, process improvement, and M&A due diligence
- Designated Audit Committee Financial Expert by the Board
- Risk oversight via Board Risk Oversight Committee; technology/strategy oversight via Strategic Initiatives & Technology Committee
- Education: B.S., Elon University; AICPA member; Treasurer, Commonwealth Academy
Equity Ownership
| Metric | Details |
|---|---|
| Total beneficial ownership (shares) | 98,064 (includes 2,619 held by daughter; 34,652 in two trusts where McDonald is trustee) |
| Ownership as % of shares outstanding | <1% (SHBI had 33,374,265 shares outstanding as of Apr 1, 2025) |
| Unvested restricted stock included | 3,306 shares (voting, no investment power until vest) |
| Shares pledged as collateral | Not disclosed for McDonald |
| Compliance with director ownership guidelines | All nominees/continuing directors are in compliance with 5x retainer guideline |
| Anti-hedging/pledging policy | Insider Trading Policy prohibits short sales and option writing; hedging discouraged and subject to compliance officer review; equity plan awards subject to clawback and hedging/pledging policies |
Governance Assessment
- Strengths
- Financial oversight depth: CPA and Board-designated Audit Committee Financial Expert; serves on Audit and Board Risk Oversight committees—well aligned with SHBI’s risk and control needs.
- Independence and engagement: Independent director with ≥75% meeting attendance; Board holds regular executive sessions (five in 2024).
- Ownership alignment: Meaningful beneficial ownership (98,064 shares) with director equity grants and a 5x retainer stock ownership guideline (in compliance).
- Watch items / context for oversight
- Control and audit environment: SHBI changed auditors in 2024; prior auditor cited material weaknesses in internal control over financial reporting in 2023 and Q1 2024—areas where Audit Committee oversight (including McDonald) is critical during remediation.
- Operational risk signal: 2024 included a $4.7 million credit card fraud event, highlighting the importance of risk committee vigilance (McDonald is a member).
- Board related-party exposure (not involving McDonald): Legal fees and leases with entities related to other directors, and a consulting agreement with the Board Chair—monitoring conflict management remains important though these are disclosed and overseen under policy.
- Shareholder sentiment
- Say-on-Pay support was 94.4% at the 2024 annual meeting, indicating broad investor support for compensation practices; while focused on executives, it informs overall governance climate.
Overall signal: McDonald brings strong financial, audit, and risk credentials with clear independence and compliance to ownership guidelines; no direct related-party or attendance red flags are disclosed. Given the company’s recent control remediation and fraud event, her Audit and Risk committee roles are materially relevant to investor confidence.