William E. Esham, III
About William E. Esham, III
Independent director of Shore Bancshares, Inc. since 2020 (Class I); age 59 as of Dec 31, 2024. Partner at Ayres, Jenkins, Gordy & Almand, P.A., specializing in real estate law; previously served on Shore Bank’s board (2012–2016) and Peninsula Bank’s Advisory Board (1996–2006). Education: B.A., Washington and Lee University; J.D., University of Baltimore. Current external nonprofit roles include Worcester Preparatory School (Trustee) and Atlantic General Hospital (Director). Committees: Compensation Committee (member) and Executive Committee (member). The Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shore Bank | Director | 2012–2016 | Prior bank board experience considered in nomination; Shore Bank acquired by Xenith Bank in 2016. |
| Peninsula Bank | Advisory Board Member | 1996–2006 | Advisory oversight experience in community banking. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ayres, Jenkins, Gordy & Almand, P.A. | Partner (Real Estate Law) | Not disclosed | Ocean City, MD; real estate legal expertise cited as qualification. |
| Worcester Preparatory School | Trustee | Not disclosed | Nonprofit board service. |
| Atlantic General Hospital | Director | Not disclosed | Nonprofit board service. |
Board Governance
- Committees: Compensation Committee (member) and Executive Committee (member).
- Independence: Board determined all directors except the Chair (Alan J. Hyatt) and CEO (James M. Burke) are independent under Nasdaq rules; Esham is independent.
- Attendance: The company reports all directors attended over 75% of 2024 Board and committee meetings, with one exception for medical reasons (no indication this applied to Esham).
- Annual Meeting engagement: 18 directors attended the 2024 annual meeting.
- Board structure: Classified Board; Esham is a Class I nominee for re‑election at the May 29, 2025 Annual Meeting.
- Risk oversight context: Compensation Committee oversees comp-related risk; Board Risk Oversight, Audit, Governance committees cover ERM, financial/operational, and governance risks.
- Anti-hedging/pledging: Policy prohibits directors from writing options or short-selling; hedging transactions are discouraged and subject to review by the Insider Trading Compliance Officer.
- Ownership guideline (Directors): Required to hold shares equal to at least 5x the annual director cash retainer; all nominees and continuing directors are in compliance (includes Esham).
Fixed Compensation
| Component (Director) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $35,000 | Paid quarterly; option to take in cash or restricted stock (2016 plan); stock-paid retainers vest over one year. |
| Additional retainers | $5,000–$20,000 | Chair of the Board: +$20,000; Lead Independent Director and Audit Chair: +$10,000; other committee chairs: +$5,000. |
| 2024 equity retainer (all non-employee directors) | $37,000 | Granted as restricted stock; one-year vest. |
| Director (2024) | Cash Fees ($) | Restricted Stock ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| William E. Esham, III | 40,000 | 37,000 | — | 77,000 |
Performance Compensation
- Director program is primarily fixed cash and time-based restricted stock; the proxy does not disclose performance metrics (e.g., TSR/revenue/ROE) tied to director equity awards.
- The 2025 Equity Incentive Plan includes governance protections: director annual grant limit of $500,000 FMV; no repricing; minimum one-year vesting (limited exceptions); awards subject to clawback policy.
Other Directorships & Interlocks
- No other public company directorships for Esham are disclosed; biography lists local nonprofit boards only.
- Related-party transactions disclosed in the proxy involve other directors/firms (e.g., Hyatt & Weber, Jenkins Law Firm, GAFR Holdings/JON Properties), not Esham or his law firm.
Expertise & Qualifications
- Real estate law expert; partner at a regional law firm serving Ocean City, MD.
- Prior bank governance experience (Shore Bank director; Peninsula Bank Advisory Board).
- Education: B.A., Washington and Lee University; J.D., University of Baltimore.
Equity Ownership
| Holder | Beneficially Owned Shares | % Outstanding | Unvested RS Included? | Pledged? |
|---|---|---|---|---|
| William E. Esham, III | 7,881 | <1% | Footnote listing of unvested RS does not include Esham, implying none as of Apr 1, 2025. | No pledging disclosed. |
- Ownership guideline: At least 5x annual cash retainer; all nominees/continuing directors are in compliance (indicates Esham meets guideline).
Governance Assessment
- Strengths: Independent director with relevant community bank board experience and legal expertise in real estate; serves on key committees (Compensation and Executive). Attendance metrics across the Board met thresholds in 2024, and directors are compliant with stringent 5x retainer ownership guidelines. Anti-hedging/short-sale prohibitions and equity plan guardrails (no repricing; minimum vest; director award cap; clawback) support investor alignment.
- Watch items: Anti-hedging policy “discourages” rather than outright bans hedging and requires case-by-case review; the proxy reports several related-party arrangements at the board level (not involving Esham), which underscores the importance of ongoing independent oversight to mitigate conflicts.
- No specific red flags identified for Esham: No disclosed related-party transactions, no pledging, and compensation structure is standard for non-employee directors.