Business Context and Reporting Period
Company: Shore Bancshares, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 17, 2025
Principal Executive Offices: Easton, Maryland
Reporting Period: The filing reports on events occurring on December 17, 2025, specifically regarding the implementation of a new executive compensation plan.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is a current report focused on corporate governance and executive compensation arrangements rather than financial results.
Material Changes
The primary material change reported is the consolidation of the Company's change in control severance arrangements into a single "Change in Control Severance Plan" (the Plan). On December 17, 2025, the following executive officers executed participation agreements to join the Plan:
- James M. Burke: President and Chief Executive Officer.
- Charles S. Cullum: Executive Vice President and Chief Financial Officer.
- Donna J. Stevens: Executive Vice President and Chief Operating Officer.
The Plan replaces any prior severance benefits these participants might have been eligible for under other agreements.
Guidance, Outlook, and Management Commentary
Purpose of the Plan: The Plan is designed to secure the continued services of key employees and ensure their dedication in the event of a threat or occurrence of a change in control.
Qualifying Termination: Benefits are triggered by a "Qualifying Termination," defined as termination without cause or resignation for "Good Reason" within 24 months following a change in control. "Good Reason" includes material reductions in base salary, diminution of authority, or a workplace relocation exceeding 30 miles.
Severance Structure:
- Cash Payment: Calculated as the participant's severance multiplier times the sum of their base pay and target bonus for the year of the change in control.
- Health Coverage: A lump sum payment equal to the monthly COBRA premium (employee and employer portion) multiplied by a specified number of months.
- Multipliers: Mr. Burke has a multiplier of three; Mr. Cullum and Ms. Stevens have a multiplier of two.
- Mr. Burke is subject to a one-year non-competition agreement and a one-year restriction on soliciting employees and customers.
- Mr. Cullum and Ms. Stevens are subject to a one-year restriction on soliciting employees and customers.
Important Facts for Investor Verification
- Verify the specific terms of the "Change in Control Severance Plan" and individual participation agreements attached as Exhibits 10.1 and 10.2.
- Confirm the total potential liability exposure for the Company based on the severance multipliers (3x for CEO, 2x for CFO and COO) and current executive compensation levels.
- Review the definition of "Good Reason" to understand the specific triggers for executive resignation that would result in severance payouts.
- Note that this filing does not provide updated financial results; investors should refer to the most recent 10-Q or 10-K for financial performance data.