Shore Bancshares Inc.

10/01/2026 | Press release | Distributed by Public on 10/01/2026 09:36

Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 30, 2026, the Board of Directors of Shore Bancshares, Inc. (the "Company") adopted a Deferred Compensation Plan for Non-employee Directors. The Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). The Plan is intended to help build a supplemental source of savings and retirement income through pre-tax deferrals of eligible compensation, which includes director fees and equity awards. Under the Plan, the Company will provide participants with the opportunity to make annual elections to defer a specified percentage of their director fees and vested equity awards. A participant is always 100% vested in his or her own elective deferrals and any earnings thereon. Elective deferrals of equity awards are credited to a bookkeeping account established in the name of the participant with respect to an equivalent number of shares of Company stock. Elective deferrals of cash compensation are credited to a bookkeeping account established in the name of the participant and deemed invested shares of Company stock. This summary is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Also on September 30, 2026, the Board of Directors of the Company amended the Company's Deferred Compensation Plan to eliminate the participation of non-employee directors after the 2026 plan year. The Deferred Compensation Plan, as amended and restated, is attached hereto as Exhibit 10.2 and incorporated by reference herein.
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