Talal Tay
About Talal Tay
Talal Tay is Executive Vice President and Chief Risk Officer (CRO) of Shore Bancshares, Inc. and Shore United Bank, appointed in July 2023 upon completion of the merger with The Community Financial Corporation. He is 47 (as of Dec 31, 2024), with prior experience leading enterprise risk management, credit administration, loan review, compliance, and BSA; he holds a bachelor’s degree in business marketing (Florida State University) and accounting studies from the University of Texas at San Antonio, and serves on the Virginia Bankers Association Security and Risk Committee . Company performance during his tenure includes a year-over-year improvement in cumulative total shareholder return (TSR) from 93.74 to 108.35 between Dec 31, 2023 and Dec 31, 2024 (+15.6%), and 2024 operational results used in incentives included PTPP ROAA 1.08%, efficiency ratio 68.54%, NIB deposits/retail deposits 28.09%, and NIM 3.10% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Community Financial Corporation; Community Bank of the Chesapeake | EVP, Chief Risk Officer | Not disclosed | Led ERM, credit administration, loan review, compliance, and BSA; extensive audit/risk experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| Virginia Bankers Association Security and Risk Committee | Member | Not disclosed |
Performance Compensation
Company incentive design (applies to NEOs; not individually disclosed for Tay) centers on financial metrics aligned to the annual plan and peer-relative long-term goals.
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2024 Short-Term Incentive Program (STIP) metrics and outcomes:
Metric Threshold Target Stretch Actual PTPP ROAA 1.30% 1.42% 1.50% 1.08% Efficiency Ratio 63.00% 59.86% 56.00% 68.54% Avg NIB Deposits / Avg Retail Deposits 25.00% 27.50% 30.00% 28.09% Net Interest Margin (NIM) 3.10% 3.18% 3.25% 3.10% -
2024 Long-Term Incentive Program (LTIP) for NEOs uses PSUs with peer-relative performance:
Performance Measure Weighting Measurement Threshold Target Stretch Payout at Threshold/Target/Stretch ROAA (relative) 50% Against peer banks (3–12B AUM) 25th pct 50th pct 75th pct 50% / 100% / 150% ROAE (relative) 50% Against peer banks (3–12B AUM) 25th pct 50th pct 75th pct 50% / 100% / 150%
Design features include change-in-control double-trigger vesting to target for performance awards and full vesting of time-based awards upon qualifying terminations in the 12 months post-CiC .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 14,627 shares; includes 1,004 ESOP and 1,956 ESPP shares |
| Ownership as % of outstanding | ~0.044% (14,627 / 33,374,265) |
| Vested vs unvested | Not disclosed for Tay |
| Pledging | Awards/insider activity subject to hedging/pledging policies; writing options prohibited; hedging discouraged and requires compliance officer review |
| Stock ownership guidelines | Section 16 officers must hold 1x base salary; 100% retention of net shares until guideline met |
| ESOP status | ESOP terminated post-merger; favorable IRS determination received; distributions to participants in Q2 2025 |
Employment Terms
- No specific employment agreement or change-in-control agreement is disclosed for Talal Tay in the 2025 proxy; agreements are detailed for the CEO (Burke), CFO (Capitani), and a CiC agreement for the COO (Stevens) .
- Clawback: Incentive compensation subject to recoupment for restatements across the prior 3 fiscal years; no fault requirement; Compensation Committee administers . Equity plan embeds clawback/insider trading/hedging-pledging restrictions; no dividends on outstanding awards .
- Governance practices: No Section 280G excise tax gross-ups; robust share ownership guidelines; independent compensation committee with external consultant (Aon) .
Investment Implications
- Alignment: Tay’s direct “skin in the game” is modest (~0.044% of shares), but Company policies require share accumulation to 1x salary and full net-share retention until compliance, with anti-hedging/pledging controls—supporting alignment and limiting hedging risk .
- Retention risk: Absence of a disclosed employment/CiC agreement for Tay suggests lower contractual severance protection versus NEOs; retention relies on equity programs and ownership guidelines rather than guaranteed cash—monitor future proxy disclosures for any CRO-specific agreements .
- Pay-for-performance discipline: 2024 STIP metrics underperformed targets (e.g., PTPP ROAA and efficiency ratio), resulting in below-target payouts for NEOs, indicating a disciplined incentive framework that may temper insider selling pressure tied to vesting outcomes .
- Trading signals: ESOP distributions in Q2 2025 can create small technical supply for participants (Tay holds 1,004 ESOP shares), but the magnitude is immaterial relative to float; continued monitoring of Form 4 filings remains prudent .
- Shareholder sentiment: Strong say-on-pay support (94.4% in 2024) and updated equity plan (effective May 29, 2025) back ongoing incentive alignment and flexibility in award design .