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Share Name | Share Symbol | Market | Type |
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Eagle Bancorp Inc | NASDAQ:EGBN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 21.16 | 19.68 | 22.19 | 40 | 12:00:11 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No._____)
Filed by Registrant x |
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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o Confidential, for Use of the Commission |
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Only (as permitted by Rule 14a-6(e)(2)) |
x Definitive Proxy Statement |
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o Definitive Additional Materials |
o Soliciting Materials Pursuant to §240.14a-12 |
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Eagle Bancorp, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(1) Title of each class of securities to which transaction applies: |
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(2) Aggregate number of securities to which transaction applies: |
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 |
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(Set forth the amount on which the filing fee is calculated and state how it was determined): |
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(4) Proposed maximum aggregate value of transaction: |
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(5) Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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The Annual Meeting Of Shareholders Will Be Held At:
The Bethesda Marriott Hotel
5151 Pooks Hill Road
Bethesda, Maryland 20814-2432
on Thursday, May 18, 2017 at 10:00 A.M. EDT
To The Shareholders of Eagle Bancorp, Inc.:
Proxy Statement
The Board of Directors of Eagle Bancorp, Inc. is soliciting your proxy for use at the Annual Meeting of Shareholders, to be held at 10:00 A.M. EDT on Thursday, May 18, 2017, and at any adjournment or postponement of the meeting. This proxy statement and proxy card are being sent to shareholders of the Company on or about April 3, 2017, to shareholders of record as of March 21, 2017, the record date for the meeting. A copy of the Companys Annual Report on Form 10-K for the year ended December 31, 2016, which includes our audited financial statements, also accompanies this proxy statement.
In this proxy statement, we refer to (a) Eagle Bancorp, Inc. as the Company, Eagle, we or us, (b) the Board of Directors as the Board or Board of Directors and (c) EagleBank, our wholly owned subsidiary, as EagleBank or the Bank.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 18, 2017. A copy of this proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2016, and our Report to Shareholders is available online at http://viewproxy.com/eaglebankcorp/2017 .
This year, we are using the Notice and Access method of providing proxy materials to you via the Internet instead of mailing printed copies. We believe that this process will provide you with a convenient and quick way to access the proxy materials, including this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2016. Also, accessible is our Report to Shareholders and an authorization for a proxy to vote your shares. This allows us to conserve natural resources, and reduce the costs of printing and distributing the proxy materials.
Most shareholders will not receive paper copies of the proxy materials unless they request them. Instead, the Important Notice Regarding Availability of Proxy Materials, which we refer to as the Notice and Access card, which has been mailed to our shareholders, provides instructions regarding how you may access and review all of the proxy materials on the Internet. The Notice and Access card also tells you how to submit your proxy vote via the Internet or telephone. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials printed on the Notice and Access card.
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Eagle Bancorp, Inc. |
2017 Proxy Statement |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Georgetown Road, Third Floor, Bethesda, Maryland 20814 at any time prior to the proxy being voted; or
· voting in person at the meeting.
Your attendance at the meeting will not, in itself, revoke your proxy. If your shares are held in the name of your broker, please see the voting form provided by your broker for additional information regarding the voting of your shares.
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What votes are required to approve the election of directors and the other proposals?
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Under our Articles of Incorporation and bylaws, directors are elected at the Annual Meeting by a plurality of the votes cast in the election. Since this is not a contested election, nominees who do not receive more votes cast for their election than votes withheld or cast against their election must submit their resignation after certification of the vote. Approval of the proposals to ratify the appointment of our independent register public accounting firm and to approve the nonbinding, advisory resolution on compensation of our executive officers requires the affirmative vote of a majority of the votes cast on such matters. The vote on the frequency of future nonbinding, advisory votes on executive compensation is not an up or down vote on the Boards recommendation.
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How are proxies being solicited?
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Proxies may also be solicited personally or by telephone by officers, regular employees or directors of the Company or its subsidiary, EagleBank, who will not receive any special compensation for their services in soliciting proxies. Additionally, we have engaged Alliance Advisors, LLC (Alliance), a proxy solicitation firm, to assist us in the distribution of proxy materials and the solicitation of votes. We will pay Alliance a base fee of $5,500, plus per-call fees and reimbursement of its out-of-pocket expenses, for its services. We may also reimburse brokers, custodians, nominees and other fiduciaries for their reasonable out-of-pocket and clerical costs for forwarding proxy materials to their principals. The cost of this proxy solicitation is being paid by the Company.
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How can I find out the results of the voting at the annual meeting?
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Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting ends. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days after the day final results are available.
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What does it mean if I receive more than one set of materials?
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This means you hold shares of common stock in more than one way. For example, you may own some shares directly as a shareholder of record and other shares through a broker, or you may own shares through more than one broker. In these situations you may receive multiple sets of proxy materials or Notice and Access cards. In order to vote all the shares you own, you must either complete, sign, and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the Notice and Access Cards or voting forms you receive. Each proxy card you received came with its own prepaid return envelope. If you vote by mail, make sure you return each proxy card in the return envelope that accompanied that proxy card.
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Why arent all of the shareholders who are in my household getting their own copy of the proxy materials?
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In some cases, only one copy of the proxy materials is delivered to multiple shareholders sharing an address. However, this delivery method, called householding, is not used if we have received contrary instructions from one or more of the shareholders. We will deliver promptly, upon written or oral request, a separate copy of this proxy statement and the Annual Report to a shareholder at a shared address to which a single copy of the documents were delivered. To request a separate delivery of these materials now or in the future, you should submit a written request to: Jane E. Cornett, Corporate Secretary, at the Companys executive offices, 7830 Old Georgetown Road, Bethesda, Maryland 20814, or by calling (301) 986-1800. Additionally, any shareholders who are presently sharing an address and receiving multiple copies of shareholder mailings and who would prefer to receive a single copy of such materials may let us know by directing that request to us in the manner provided above.
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Eagle Bancorp, Inc. |
2017 Proxy Statement |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Eagle Bancorp, Inc. at a Glance - 2016
Shareholder Engagement and How Weve Responded
Our Engagement Process
Our Board and management are committed to engaging with our shareholders and soliciting their views and input on important performance, governance, executive compensation, and other matters.
Year-Round Engagement and Board Reporting . Our investor relations team conducts shareholder outreach throughout the year and informs our management and our Board about the issues that our shareholders tell us matter most to them.
Transparency and Informed Governance Enhancements . Our Board regularly reviews our governance practices and policies, including our shareholder engagement practices, with an eye toward continual improvement. Shareholder input is shared with our Board and its committees, facilitating a dialogue that provides shareholders with insight into our governance practices and informs them of our Companys enhancement of those practices. In addition to considering shareholder sentiments, our Board regularly reviews the voting results of our Annual Meetings, the governance practices of our peers and other companies, and current trends in governance.
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Eagle Bancorp, Inc. |
2017 Proxy Statement |
The Shareholder Engagement Process
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Investor Outreach
We value the opinion of our shareholders and look forward to a continued, open dialogue on compensation and governance matters relevant to our business. Following last years advisory Say-on-Pay vote, which received the support of over 71% of votes cast, a substantial improvement from the vote in 2015, we continued our enhanced shareholder outreach. This year we reached out to our top 30 shareholders in order to gather feedback regarding our executive compensation program and disclosures, and had substantive discussions with almost half of them. The input we did receive ranged the full spectrum, from being very complimentary to expressing some concern about certain aspects of our compensation plan design.
Some of the positive feedback commented on our meaningful level of insider ownership and alignment with shareholders, with some investors noting having particular comfort that our Chief Executive Officer holds a significant number of shares. (In fact, Ronald D. Paul, our Chairman and Chief Executive Officer, and his family interests own or control shares representing, as of December 31, 2016, over 100 times his 2016 base salary.) He is our third largest shareholder and largest individual shareholder and controls over 5% of the Company. There was general support that total direct compensation, including that of our Chief Executive Officer, aligns with performance. There was also acknowledgement and appreciation of the changes we made prior to last years annual meeting and those that have been adopted since then.
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Eagle Bancorp, Inc. |
2017 Proxy Statement |
Eagle Bancorp, Inc. |
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2017 Proxy Statement |
Eagle Bancorp, Inc. |
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2017 Proxy Statement |
Governance Highlights
The Company believes good governance is integral to achieving long term shareholder value. We are committed to governance policies and practices that serve the interests of the Company and its shareholders. The Board of Directors monitors developments in governance best practices to assure that it continues to meet its commitment to thoughtful and independent representation of shareholder interests. The following table summarizes certain corporate governance practices and facts:
ü 6 of our 7 Director Nominees are Independent ü Active Board Participation in CEO Succession Planning ü Active Shareholder Engagement ü Annual Say on Pay Advisory Votes ü Annual Board and Committee Evaluation Process ü Annual Election of Directors ü Board and Committee Authority to Retain Independent Advisors ü Board Oversight of Company Strategy ü Executive Sessions of Independent Directors ü Longstanding Commitment to Corporate Responsibility ü Majority Voting for All Directors ü No Shareholder Rights Plan (Poison Pill) ü Policies Prohibiting Hedging, Short Sales and Limiting Pledging of Company Stock ü Policy Providing for Return of Incentive Compensation (Clawback Policy) ü Position of Independent Lead Director created ü Risk Oversight by Full Board and Committees ü Robust Code of Ethics ü Share Ownership Requirements for Executives and Directors ü Strong Independent Lead Director
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Eagle Bancorp, Inc. |
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2017 Proxy Statement |
In response to shareholder engagement, the Company enhanced its long term incentive plan to include performance-vested shares, effective in 2016 for the three year period 2016-2018. A similar plan was adopted in 2017 for the three-year period 2017-2019.
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2015 |
2016 |
2017 |
Form of Grant |
100% Time-vested restricted stock |
35% Performance-vested restricted stock units
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42.5% Performance-vested restricted stock units
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Performance Metrics for Long Term Equity Award |
N/A |
Relative to KRX Index
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Relative to KRX Index
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Performance Assessment |
Company 2014 performance was considered in award grants, but no future performance metrics were included |
Average performance relative to the KRX index over a single 3 year period, 2016-2018 |
Average performance relative to the KRX index over a single 3 year period, 2017-2019 |
Vesting Period |
Time-vested
: 3 equal annual installments
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Time-vested
: 3 equal annual installments
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Time-vested
: 3 equal annual installments
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For awards of performance-vested shares made in February 2017 relating to 2016 performance, the Companys performance relative to the KRX Index in the following performance measures will determine whether the awards are earned at the end of the 2017-2019 three year period. |
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Metric |
Percentage
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Target |
Maximum |
Average Annual Earnings Per Share Growth |
33 1/3% |
Median |
62.5% Percentile |
75% Percentile |
Average Annual Total Shareholder Return |
33 1/3% |
Median |
62.5% Percentile |
75% Percentile |
Average Annual Return on Average Assets |
33 1/3% |
Median |
62.5% Percentile |
75% Percentile |
Payout Range (% of Target) |
100% |
50% |
100% |
150% |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Voting Securities and Principal Shareholders
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Footnotes
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(1) |
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Represents the percentage of 34,110,429 shares issued and outstanding as of March 21, 2017, except with respect to (a) individuals holding options exercisable within 60 days of that date, in which event, represents the percentage of shares issued and outstanding plus the number of shares for which that person holds options exercisable within 60 days of March 21, 2017, and (b) all directors and executive officers of the Company as a group, in which case represents the percentage of shares issued and outstanding plus the number of shares for which those persons hold such options. Certain shares beneficially owned by the Companys directors and executive officers may be held in accounts with third party firms, where such shares may from time to time be subject to a security interest for margin credit provided in accordance with such firms policies.
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Includes 74,461 shares held in a trust of which Mr. Dworken is beneficiary, 23,544 shares held jointly, 34,062 shares held in pension or retirement accounts, 68,092 shares held by relatives sharing the same household and 16,216 shares held by or in trust for the benefit of a member of his family.
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Includes shares held jointly with Mr. Goodmans spouse, 3,000 shares held for members of his family, 4,818 shares held in profit or retirement accounts for his benefit, 2,330 shares held by an estate over which Mr. Goodman has voting power, and 306 shares held as trustee.
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(4) |
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Includes options to purchase 52,462 shares of common stock. An aggregate of 219,000 shares are pledged as collateral, which represents approximately 13% of holdings by Mr. Paul and his family. Includes 85,979 shares held by a charitable foundation over which Mr. Paul shares voting and investment power. Includes 15,000 shares held by a defined benefit plan over which Mr. Paul shares voting and investment power. Does not include 169,489 shares of common stock contributed to Charitable Lead Annuity Trusts in which Mr. Paul has a residual interest, but as to which he does not have or share voting or dispositive power. Mr. Pauls business address outside the bank is c/o Ronald D. Paul Companies, Inc. 4416 East West Highway, Bethesda, Maryland 20814.
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(5) |
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Includes 26,164 shares held by pension or retirement plans.
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Includes 24,537 shares held for the benefit of Mr. Rogers children and 29,552 shares held by his spouse.
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(7) |
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Includes 64,969 shares held jointly and 57,321 shares held in a retirement account.
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(8) |
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Includes options to purchase 28,270 shares of common stock and 38,686 shares held in a family trust.
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(9) |
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Includes 1,567 shares held jointly with Mr. Marquezs spouse.
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(10) |
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Includes options to purchase 41,250 shares of common stock. Approximately 8,170 shares are owned by Ms. Riel and her spouse and pledged as collateral, which represents approximately 5% of holdings by Mr. and Mrs. Riel.
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(11) |
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Includes options to purchase 29,260 shares of common stock.
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(12) |
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Includes options to purchase 151,242 shares of common stock. An aggregate of 333,175 shares are pledged by members of this group as collateral, which represents 9.88% of their aggregate holdings. |
(13) |
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Based solely on beneficial ownership of shares and percentage of outstanding shares as reported in a Schedule 13G filed on January 30, 2017. Blackrocks address is: 55 East 52 nd Street, New York, New York 10055. |
(14) |
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Based solely on beneficial ownership of shares and percentage of outstanding shares as reported in a Schedule 13G/A filed on January 31, 2017. Goldman Sachs Asset Managements address is: 200 West Street, New York, New York 10282. |
(15) |
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Based solely on beneficial ownership of shares and percentage of outstanding shares as reported in a Schedule 13G filed on February 9, 2017. Vanguard Groups address is: 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Proposal 1: Election of Directors
The Board of Directors has nominated seven persons for election as directors at the 2017 Annual Meeting, for a one-year period until the 2018 Annual Meeting of Shareholders and until their successors have been elected and qualified.
Unless you withhold authority to vote for one or more nominees for election as director, all proxies received in response to this solicitation will be voted for the election of the nominees listed below. Each of the nominees for election as a director currently serves as a member of the Board of Directors. Each nominee has indicated a willingness to serve if elected. However, if any nominee becomes unable to serve, the proxies received in response to this solicitation will be voted for a replacement nominee selected in accordance with the best judgment of the persons named as proxies.
The rules of The NASDAQ Stock Market (NASDAQ) require that a majority of the members of the Board be independent directors. The Board of Directors has determined that each director and nominee for election as director, other than Mr. Paul, is an independent director as that term is defined in Rule 5605(a)(2) of the NASDAQ rules. The Board has also considered whether the members of the Audit and Compensation Committees are independent under the heightened standards of independence required by Sections 5605(c)(2)(A) and 5605(d)(2)(A), respectively, of the NASDAQ rules, and has determined that they are. In making these determinations, the Board of Directors was aware of and considered the loan and deposit relationships with directors and their related interests which the Company enters into in the ordinary course of its business, the arrangements which are disclosed under Certain Relationships and Related Transactions in this proxy statement, and the compensation arrangements described under Director Compensation.
As required under applicable NASDAQ listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.
Set forth below is information concerning the nominees for election as directors. Except as otherwise indicated, the occupation listed has been such persons principal occupation for at least the last five years. Each of the nominees also serves as a director of the Bank. Except as noted below, each nominee has served as a director of the Company since its organization. |
Nominees for the Board of Directors
Leslie M. Alperstein, Ph.D. |
Mr. Alperstein, 74, has been President of Washington Analysis LLC and its predecessor firm, Washington Analysis Corp., a leading governmental policy investment research group in Washington, DC, since its inception in 1973. He has served as Executive Managing Director and Director of Research of HSBC Securities, Inc., Director of Economic and Investment Research for NatWest Securities, Prudential Securities, Shields Model Roland, Inc. and Legg Mason & Co. His professional memberships include the National Association of Business Economists, the National Economists Club, and the CFA Society of Washington. Mr. Alperstein was appointed to the Board of Directors in September 2003, and has served as a director of the Bank since 2009. Mr. Alpersteins knowledge and experience in the fields of economics and investment management make him uniquely qualified for the Board. His contributions are important in the areas of asset-liability management, investment policy and other strategic issues. |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Dudley C. Dworken |
Mr. Dworken, 67, is a private investor and real estate developer and the principal of Dworken Associates, LLC. Mr. Dworken was the owner of Curtis Chevrolet, an automobile dealership in Washington, DC. Mr. Dworken was a Director of F&M Bank Allegiance and its predecessor Allegiance Bank, N.A. (collectively Allegiance) from 1987 until October 1997, and a director of Allegiance Banc Corporation from 1988 until its acquisition by F&M National Corporation, which was subsequently acquired by BB&T Corporation (F&M). Mr. Dworken is an active member of numerous community, business, charitable and educational institutions in the Washington, DC/Montgomery County area. Mr. Dworken has served as a director of the Company and Bank since 1999. In addition to his many years of service on the boards of banking institutions, Mr. Dworken brings entrepreneurial business knowledge and experience to the Board through his ownership and operation of one of the largest automobile dealerships in Washington, DC and his real estate development activities. He is Chairman of the Washington Area, the Philadelphia Area and the Eastern Pennsylvania Better Business Bureaus, and is a former Trustee of the Washington Area New Automobile Dealers Association. He has intimate knowledge of the Company through his experience as Chairman of the Companys Audit Committee. |
Harvey M. Goodman |
Mr. Goodman, 61, has been with The Goodman, Gable, Gould Company, the Maryland based public insurance adjusting firm where he serves as President, since 1977. He is a director and past president of the National Association of Public Insurance Adjusters, and is a principal, and formerly a director, of Adjusters International, a national public adjusting firm. Mr. Goodman has served as a director of the Company since 2007, and of the Bank since its organization. Mr. Goodman brings both entrepreneurial experience and a wealth of knowledge of the financial services industry, with a specialty in insurance. He possesses valuable expertise in the areas of risk management and compliance. He has expertise in corporate governance through his board service to organizations in the insurance industry. |
Ronald D. Paul |
Mr. Paul, 61, is President, Chief Executive Officer and Chairman of the Board of Directors of the Company. He has served as Chairman since May 2008, and prior to that time was Vice Chairman and Chief Executive Officer since the organization of the Company in 1997. He also has served as Chairman of the Board of Directors of the Bank since its organization. Since June 2006, he has served as Chief Executive Officer of the Bank, and he served as Interim President of the Bank from November 3, 2003 until January 26, 2004. Mr. Paul is President of RDP Management, Inc., which is engaged in the business of real estate investment and management. He is active in private investments, including as Chairman of Bethesda Investments, Inc., a private venture capital fund. Mr. Paul is also active in various charitable organizations, including chairing the Ron & Joy Paul Kidney Center at George Washington University, and serving as the Chairman from 2002 to 2003 of the National Kidney Foundation. Mr. Pauls qualifications for the Board include his entrepreneurial, management and real estate expertise developed through his operation of a significant real estate and property management company in the Washington, DC metropolitan area. Mr. Paul also has significant experience in corporate governance issues from his prior board service with other public companies and major non-profit organizations. He has extensive knowledge of the Company due to his service in Board and management positions since the inception of the Company. In 2013, Mr. Paul was the recipient of the American Banker magazine Community Banker of the Year award and in 2014 Mr. Paul was named Community Banker of the Year East Region by the Independent Community Bankers of America. Other honors include: Father of the Year, Entrepreneur of the Year (2009), Washingtonian of the Year (2010), Inducted into the Washington Business Hall of Fame (2012), named Community Banker of the Year by American Banker Magazine (2012), and Montgomery County (Maryland) Business Hall of Fame (2015). Mr. Paul is also a member of the Community Depository Institutions Advisory Council of the Federal Reserve Bank of Richmond and a Director of the Montgomery County Maryland Economic Development Corporation. |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Norman R. Pozez |
Mr. Pozez, 62, is the Chairman and Chief Executive Officer of The Uniwest Companies, Uniwest Construction, Inc., and Uniwest Commercial Realty, Inc., and of Ridemakerz, LLC. Mr. Pozez has been in the real estate development field for over thirty years. Previously, Mr. Pozez was Chief Operating Officer of The Hair Cuttery of Falls Church, Virginia. Mr. Pozez has also served as a Regional Director of Real Estate and Construction for Payless ShoeSource. During his tenure at Payless and for some years thereafter, Mr. Pozez served on the Board of Directors of Bookstop, Inc., which was sold to Barnes and Noble in 1989. Mr. Pozez is a licensed Real Estate Broker in Washington, DC, Maryland and Virginia. Since 1979, Mr. Pozez has been an active member of the International Council of Shopping Centers and is a Board member of a number of non- profit organizations serving community needs in and around the Washington, DC metropolitan area. Mr. Pozez served as Chairman of the Board of Fidelity & Trust Financial Corporation (Fidelity) from April 2004 until February 2005, and as a director of Fidelity from September 2007 until August 2008, at which time Fidelity was acquired by the Company and Mr. Pozez became a director of the Company and Bank. Mr. Pozezs qualifications for Board service include over 30 years of management experience at both regional and national companies such as the Hair Cuttery and Payless ShoeSource. His experience in company operations and real estate are very beneficial in light of the Companys business objectives. He has experience in corporate governance through his prior board service with other companies and non-profit organizations. |
Donald R. Rogers |
Mr. Rogers, 71, has been engaged in the private practice of law since 1972 with the Rockville, Maryland-based firm Shulman, Rogers, Gandal, Pordy & Ecker, P.A., of which he is a principal. Mr. Rogers was a director of Allegiance from 1987 until October 1997. Mr. Rogers has served as a director of the Company since 2007 and of the Bank since its organization. Mr. Rogers has vast business knowledge and experience gained through his position as a senior partner and chair of the commercial business practice for the largest law firm in Montgomery County, Maryland. He has served as adviser to hundreds of privately owned businesses. He has extensive knowledge of the Company through his service on the Companys and Banks Boards. For the past 13 years he has been Chairman of the EagleBank Foundation, which has raised more than $3 million for the fight against breast cancer and other medical conditions. In addition Mr. Rogers continues to serve as a member of the Board of Directors of a number of privately held companies. |
Leland M. Weinstein |
Mr. Weinstein, 54, is currently the CEO of Newbridge-Turing, a technology sales and partnership consulting firm. Previously he was a partner and served as President of Syscom Services, Inc., a technology consulting and integration firm, from 1997 to 2014. In December of 2014 Syscom Services, Inc.s web technologies division was sold to a group of investors and rebranded as Brightfind. Previously, he spent 13 years with Automated Digital Systems, an integrator of duplication and facsimile technologies, where he rose to president and owner of the company, which he sold to Alco Standard Corporation, which became Ikon Office Solutions. Mr. Weinstein has been appointed to advisory councils for Xerox, Intel/Dialogic, Sharp Electronics, Opentext/Rightfax, Autonomy/Cardiff, Murata Business Systems, Brooktrout Technologies, Panasonic Electronics, and was Chairman of the technology council of the American Society of Association Executives (ASAE) and is the past Chair of ASAEs Industry Partner Alliance (IPA). He was formerly a member of the Board of Governors of the University of Maryland Alumni Association, where he chaired the Admissions Committee. Currently Mr. Weinstein sits on the advisory council for EPiserver an Accel/KKR company, a leading developer of content management software for the web. Mr. Weinstein is involved in numerous charities and currently sits on the Foundation Board of Suburban Hospital (John Hopkins Medicine). Mr. Weinstein served on the Eagle Bancorp Founders Advisory Council when the Company was in formation and has served as a director of the Company since 2005 and of the Bank since 1998. Mr. Weinstein has vast business knowledge and experience gained through his position as CEO of successful technology-based enterprises. His expertise in regard to technology issues is valuable as it relates to the Companys business development and operating strategies. He has extensive knowledge of the Company through his service at the Board and committee levels. Mr. Weinstein is a graduate of the Harvard Business Schools OPM program, and holds a bachelors degree in Industrial Technology/Marketing from the University of Maryland. |
Vote Required and Board Recommendation |
As this is an uncontested election of directors, our Articles of Incorporation and bylaws provide that directors are elected by a plurality of the votes cast in the election; provided however, that any nominee |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
who does not receive more votes cast for such nominees election than are withheld or cast against such nominees election, must, immediately after the certification of the shareholder vote relating to the election, submit his or her resignation, subject to acceptance or declination by the board of directors, to be effective upon the first to occur of (i) acceptance by the board of directors or (ii) 120 days after the date of the certification. The Board of Directors unanimously recommends that shareholders vote FOR each of the nominees for election as directors. |
Additional Directors of the Bank
If elected, the nominees for election as directors intend to cause the Company to vote for each of the nominees and the following persons to serve as directors of the Bank. Each of the following persons currently serves as a director of the Bank. |
Thomas E. Burdette |
Mr. Burdette, 66, is a managing partner of Burdette Smith and Bish LLC, Fairfax, Virginia and has been an active business leader in the Washington, DC metropolitan area marketplace, particularly with Northern Virginia-based businesses. He is a certified public accountant and a registered investment advisor with over 40 years of experience assisting individuals and businesses. He has also served as director of Virginia Commerce Bank and Potomac Bank of Virginia, and has worked with several other Virginia financial organizations. His financial industry exposure, combined with his professional expertise, is especially valuable to our Northern Virginia banking team, and will provide additional strength for creating client and Bank success in Virginia. A founder and managing shareholder of The Burdette Smith Group PC (BSG) which, in 2012, merged with Bish & Haffey PC to become Burdette Smith & Bish LLC, his specialty is all aspects of tax. Additionally, his experience includes financial reporting services, estate management, and financial advisory services. Burdette has also given expert witness testimony in various states and counties over the years. Early in his career, Burdette was a players agent for the National Football League. He earned his Bachelor of Arts in Accounting from Catawba College in Salisbury, N.C. Mr. Burdette has served as a director of the Bank since 2015. |
Joann Kay DiMeglio |
Ms. DiMeglio, 60, has been active in residential, commercial, and multi-family real estate development for more than 35 years. Since 1984, she has been with Kay Brothers Management Company, now JKD Management, LLC, and has spent the last 31 years overseeing renovations, design, financing, and budgeting of commercial, residential, and multi-family properties in the Washington, DC metropolitan area. Ms. DiMeglio holds a Bachelor of Arts degree from George Washington University. Ms. DiMeglio has served as a director of the Bank since 2015. |
Steven L. Fanaroff |
Mr. Fanaroff, 57, has served as Managing Director of Fanaroff & Steppa, LLC a real estate holding company, since 2005. He also serves as Managing Director of Bedrock, LLC, an asset management company. Mr. Fanaroff served on the Board of Directors of Allegiance from 1990 until 1997. Mr. Fanaroff has served as a director of the Bank since its organization. |
Lynn Hackney |
Ms. Hackney, 51, is CEO and founder of Urban Pace, now part of The Long and Foster Companies. Since its founding in 2001, Urban Pace has been involved in transactions valued in excess of $2 billion, encompassing more than 6,500 condominiums and townhomes. Ms. Hackney is also a Partner at Allyson Capital, an investment firm specializing in equity and debt for residential and commercial real estate properties, and was unanimously elected 2016-18 President of the District of Columbia Building Industry Association (DCBIA), the first woman ever to serve in that capacity. She is a 2015 winner of Smart CEOs Brava Awards. Ms. Hackney holds a certificate from Harvard Business School, a masters degree in business administration from Johns Hopkins University, and a bachelors of science degree in economics and finance from Virginia Commonwealth University. Ms. Hackney has served as a director of the Bank since 2016. |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Benson Klein |
Mr. Klein, 72, has been an attorney practicing primarily in Montgomery County and Washington, DC since 1970, and a principal with Ward & Klein, Chartered, since 1978. Mr. Klein is also engaged in real estate investment activities in Montgomery County and Washington, DC. He served as a director of Allegiance from 1996 to 1997 and previously served as a director of Lincoln National Bank. Mr. Klein is currently, and has been, a member of a variety of community, business and charitable institutions in the Washington, DC/Montgomery County and National level. He also has served on the Board of Directors and as an Officer of such institutions. Mr. Klein has served as a director of the Bank since its organization. |
Bruce H. Lee |
Mr. Lee, 52, is President and CEO of Lee Development Group, a closely held, family real estate business founded in 1920 and based in downtown Silver Spring. He is principal broker of record for Montgomery Land Company, LLC, which specializes in commercial sales, leasing, and property management and the general partner of Montgomery 1936 Land Company LLC and General Manager of Acorn Self Storage. Mr. Lee is currently the Co-Chair of Economic Development for the Montgomery County Chamber of Commerce, as well as Chairman of Driven to Cure, a non-profit organization dedicated to raising awareness and providing funding for the research of rare kidney cancers in children and young adults. Mr. Lee was the charter president of the Greater Silver Spring Chamber in 1993. Mr. Lee currently serves as Co-Chair of the ICSC Alliance Committee and is involved with a wide array of local and regional business, charitable and industry associations. Mr. Lee was an elected Council member and Chairman of the Township of Chevy Chase View, Maryland. Mr. Lee has served as a director of the Bank since 2000. |
Leslie Ludwig |
Ms. Ludwig, 55, is a Partner and Chairperson of the Management Committee at The JBG Companies. Ms. Ludwig has over 30 years of experience in real estate finance and capital markets. Ms. Ludwig oversees the management of Finance, Accounting, Human Resources, Insurance and Marketing and provides leadership to JBGs diversity initiatives. Prior to joining The JBG Companies in 2002, she was Senior Vice President at Wachovia Bank. Ms. Ludwig is a member of ULI and CREW (Commercial Real Estate Women), on the Investment Advisory Committee for the National Multifamily Housing Corporation, on the Virginia Tech Real Estate Industry Advisory Board and formerly on the Advisory Board of CREW. Ms. Ludwig has a B.A. from Frostburg State University and has served as a director of the Bank since 2017. |
Kathy A. Raffa |
Ms. Raffa, 58, is an owner-partner and Vice President at Raffa, PC, one of the top 100 accounting firms in the nation, based in Washington, DC. Ms. Raffa is a leader of this woman-owned firm, in which 11 of the 17 partners are women. She oversees the client services for a wide range of non-profit entities, including serving as an audit partner. She also leads a variety of aspects of the firms internal operations. Prior to Raffa, PC, she spent the first 10 years of her career at Coopers & Lybrand (now PricewaterhouseCoopers). She has a CPA certificate from the District of Columbia and Maryland and is a member of American Institute of Certified Public Accountants. She currently serves as a trustee on several boards, including Trinity Washington University where she chairs the Audit Committee, the advisory board of Levine Music, where she was formerly the Board Chair, and the Federal City Council. Ms. Raffa holds a Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania. Ms. Raffa has served as a director of the Bank since 2015. |
James A. Soltesz |
Mr. Soltesz, 62, has served as Chief Executive Officer of Soltesz, Inc., an engineering and consulting firm, since 1997. Mr. Soltesz served on the Board of Trustees of Georgetown Preparatory School, Mater Dei School, as a Life Director of the Maryland-National Capital Area Building Industry Association, and Catholic Charities Foundation. Mr. Soltesz co-chaired Governor Hogans Regulatory Reform Commission from 2014 to 2016. Mr. Soltesz chairs the Montgomery County Executive Business Advisory Board. His firm includes 200 people located in six offices throughout the Washington, DC metropolitan area. Mr. Soltesz has served as a director of the Bank since 2007. Mr. Soltesz has an M.B.A. from the University of Cincinnati, an M.S. in Civil Engineering from Georgia Institute of Technology and a B.S. in Civil Engineering from Purdue University. |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Benjamin M. Soto |
Mr. Soto, 48, is an attorney practicing in the areas of real estate transactions and bankruptcy. He is the principal of Premium Title and Escrow, LLC, a Washington, DC-based full service title company. In addition he is the owner of Paramount Development, LLC, which is focused on the acquisition and ground up development of commercial buildings and hotels in Washington, DC. He is a former Board Director of the National Bar Association, and of the DC Sports and Entertainment Commission, and a former Vice-Chair of the DC Board of Real Property Assessment and Appeals. Mr. Soto is a Board Director of the DC Chamber of Commerce, the DC Land Title Association, the DC Public Education Fund, National Foundation for Affordable Housing Solutions, Inc. and the Georgetown Day School. Mr. Soto has served as a Director of the Bank since 2006. |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Board and Committee Oversight of Risk
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Meetings, Committees, and Procedures of the Board of Directors
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Compensation Committee
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The Compensation Committee makes determinations with respect to salary levels, bonus compensation and equity compensation awards for executive officers, among others. The Compensation Committee has the sole responsibility for determining executive compensation, including that of the named executive officers, and for establishing compensation philosophy. Each of the members of the Compensation Committee is independent, as determined under the definition of independence adopted by NASDAQ for compensation committee members in Rule 5605(d)(2)(A). The Committee is also responsible for succession planning for the Company and the Bank.
For further information on the role of the Committee, see page 49 .
During 2016, the Compensation Committee retained and worked with Compensation Advisors, formerly known as Meyer-Chatfield Compensation Advisors Compensation Advisors), an executive compensation and benefits consulting firm of national scope and reputation, to advise it in connection with executive compensation decisions for 2016. |
Governance & Nominating Committee
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The Board of Directors has a standing Governance & Nominating Committee, consisting of three members of the Board of Directors who are independent directors within the meaning of NASDAQ Rule 5605(a)(2). The Governance & Nominating Committee is responsible for the evaluation of nominees for election as director, the recommendation to the Board of Directors of director candidates for nomination for election by the shareholders, the evaluation of sitting directors and the setting of compensation for directors. The Board has not developed a formal policy for the identification or evaluation of nominees. In general, when the Board determines that expansion of the Board or replacement of a director is necessary or appropriate, the Governance & Nominating Committee will review, through candidate interviews with members of the Board and management, consultation with the candidates associates and through other means, a candidates honesty, integrity, reputation in and commitment to the community, judgment, personality and thinking style, willingness to invest in the Company, residence, willingness to devote the necessary time, potential conflicts of interest, independence, understanding of financial statements and issues, and the willingness and ability to engage in meaningful and constructive discussion regarding Company issues. The Governance & Nominating Committee would review any special expertise, for example, expertise that qualifies a person as an audit committee financial expert, and membership or influence in a particular geographic or business target market, or other relevant business experience. The Board of Directors and the Governance & Nominating Committee have not established a specific diversity component in their consideration of candidates for director, but strongly recognizes the benefits of having directors with diverse backgrounds and perspectives. In the last several years, four female Directors have been named to the Bank Board. The Company expects to achieve gender diversity of the Board in the near future. To date, the Company has not paid any fee to any third party to identify or evaluate, or to assist it in identifying or evaluating, potential director candidates. The Governance & Nominating Committee will consider director candidates nominated by shareholders during such times as the Company is actively considering obtaining new directors, on the same basis as candidates proposed by the Governance & Nominating Committee, the Board or other sources. Candidates recommended by shareholders will be evaluated based on the same criteria described above. Shareholders desiring to suggest a candidate for consideration should send a letter to the Companys Corporate Secretary and include: (a) a statement that the writer is a shareholder (providing evidence if the persons shares are held in street name) and is proposing a candidate for consideration; (b) the name and contact information for the candidate; (c) a statement of the candidates business and educational experience; (d) information regarding the candidates qualifications to be director, including but not limited to an evaluation of the factors discussed above which the Board would consider in evaluating a candidate; (e) information regarding any relationship or understanding between the proposing shareholder and the candidate; (f) information regarding potential conflicts of interest; and (g) a statement that the candidate is willing to be considered and willing to serve as director if nominated and elected. Because of the limited resources of the Company and the limited opportunity to seek additional directors, there is no assurance that all shareholder proposed candidates will be fully considered, that all candidates will be considered equally, or that the proponent of any candidate or the proposed candidate will be contacted by the Company or the Board, and no undertaking to do so is implied by the willingness to consider candidates proposed by shareholders. |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
In addition, the Governance & Nominating Committees regularly discusses the contributions of the persons then serving as directors, to ensure alignment with the strategic and tactical directions of the Company. Formal evaluations are conducted biannually. |
Risk Management
Your Board takes risk management very seriously. As a bank and as a public company, it is particularly prudent to do so.
Our risk management continues to evolve and become more and more robust. For the 18+ years we have been in existence, the Company has always focused on risk and its management, and our performance to date evidences our ability to do so effectively. Risk management is, and always will be, a responsibility of the Board itself. The Company has a number of management committees, discussed below, that work on risk management, but to date there has not been a Committee of the Board to which the responsibility has been delegated. The entire Board continues to act as a committee of the whole on risk management. Bank Board Committees such as Director Loan Committee and Credit Review Committee are further examples of our risk management activities.
Management tackles its responsibility in two ways: top down and bottom up. Senior executives and other key executives meet regularly to review and discuss risk management, with updates, a dashboard and unbridled discussion. We also have a committee, comprised of certain managers and representatives of Senior Staff, that seeks to identify and address issues with the people who are in the trenches. This ensures that we consider risks and how to mitigate them both from the 50,000 foot view and from the weeds. |
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee has served as an officer or employee of the Company or Bank at any time. None of our executive officers serve as a member of the Compensation Committee of any other company that has an executive officer serving as a member of our Board of Directors. None of our executive officers serve as a member of the board of directors of any other company that has an executive officer serving as a member of the Compensation Committee. Except for loans and deposit transactions in the ordinary course of business made on substantially the same terms, including interest rates and collateral, as those for comparable transactions with unaffiliated parties, and not presenting more than the normal risk of collectability, or other unfavorable features, and for transactions described under Director Compensation and Certain Relationships and Related Transactions, no member of the Compensation Committee or any of their related interests has any material interest in any transaction involving more than $120,000 to which the Company is a party. |
Shareholder Communications
If you wish to communicate with the Board of Directors or an individual director, you can write to (a) Eagle Bancorp, Inc., 7830 Old Georgetown Road, Bethesda, Maryland 20814, Attention: Jane E. Cornett, Corporate Secretary, or (b) email to jcornett@eaglebankcorp.com, (c) call (301) 986-1800 or (d) at www.ir.eaglebankcorp.com, and click Contact Us in the upper right hand corner. Your letter should indicate that you are a shareholder, and whether you own your shares as a registered holder or in street name. Depending on the subject matter, management will: (a) forward the communication to the director or directors to whom it is addressed; (b) handle the inquiry directly or delegate it to appropriate employees, such as where the communication is a request for information, a stock related matter, or a matter related to ordinary course matters in the conduct of the Companys banking business; or (c) not forward the communication where it is primarily commercial or political in nature, or where it relates to an improper, frivolous or irrelevant topic. |
Director Attendance at the Annual Meeting
The Board of Directors believes it is important for all directors to attend the annual meeting of shareholders in order to show their support for the Company and to provide an opportunity for shareholders to communicate any concerns to them. Accordingly, it is the policy of the Company to encourage all directors to attend each annual meeting of shareholders unless they are unable to attend by reason of personal or family illness or pressing matters. All of the eight directors in office at the time attended the 2016 annual meeting of shareholders. |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Audit Committee Report
The Audit Committee has been appointed to assist the Board of Directors in fulfilling the Boards oversight responsibilities by reviewing the financial information that will be provided to the shareholders and others, the systems of internal controls established by management and the Board and the independence and performance of the Companys audit process.
The Audit Committee has:
1. reviewed and discussed with management the audited consolidated financial statements and the auditors report on internal controls included in the Companys Annual Report on Form 10-K;
2. discussed with Dixon Hughes Goodman LLP, the Companys independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and
3. received the written disclosures and letter from Dixon Hughes Goodman LLP as required by the applicable requirements of the Public Company Accounting Oversight Board, regarding the independent accountants communications with the Audit Committee concerning independence, and has discussed with Dixon Hughes Goodman LLP, its independence.
Based on these reviews and discussions, the Audit Committee has recommended to the Board of Directors that the audited consolidated financial statements be included in the Companys Annual Report on Form 10-K for the year ended December 31, 2016. The Audit Committee has also considered whether the amount and nature of non-audit services provided by Dixon Hughes Goodman LLP is compatible with the auditors independence.
Members of the Audit Committee
Dudley C. Dworken, Chairman |
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Leslie M. Alperstein |
Norman R. Pozez |
Leland M. Weinstein |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
service on the Board of Directors of the Company and Bank, and $159,750 in cash retainers and meeting fees was paid to members of only the Board of Directors of the Bank for such service. In March 2016, each non-employee director of the Company other than Mr. Pincus was awarded 2,510 shares of restricted stock, Mr. Pincus received an award of 5,000 shares of restricted stock. Each non-employee director serving only on the Bank Board of Directors received an award of 725 shares of restricted stock. All of these awards vest in three annual installments commencing on the first anniversary of the date of grant. |
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For 2017, director cash compensation rates are unchanged except that the Chair retainer fee for Governance and Nominating Committee is $15,000 and Board or Committee Per Meeting Fees for the Bank start at $1,000 and certain Committee Chairs receive $1,500. The Lead Director shall receive a retainer of $25,000. |
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Until his retirement as of December 31, 2016, Mr. Pincus, the Company and Bank were parties to an agreement pursuant to which he served as Vice Chairman of the Board of Directors of the Company and Bank. Under that agreement, Mr. Pincus received an annual payment, in lieu of all other cash fees for service on the Board of Directors. During 2016, this payment was $554,131 (payable in monthly installments). Mr. Pincus was also eligible to receive incentive bonuses pursuant to Board approved plans, and $40,000 of reimbursements. In connection with his retirement, Mr. Pincus, the Company and the Bank entered into an agreement providing for continued payments to Mr. Pincus for a period of 24 months subject to his continued compliance with the confidentiality, non-compete and non-solicitation provisions of the agreement. The agreement provides that and for a period of 36 months, Mr. Pincus will not in any capacity: (i) provide any advice, assistance or services to another bank or financial services business, including but not limited to any consumer savings, commercial banking, insurance or trust business, or a savings and loan or mortgage business, or other business in which the Bank or Company has engaged in within the two prior years in anticipation of commencing, or to any person or entity that is attempting to form such a business if it operates any office, branch or other facility that is (or is proposed to be) located within a fifty mile radius of the location of any office of the Company or Bank or their affiliates, or sell or solicit sales of competitive products within such area; or (ii) induce or attempt to induce any customers, suppliers, officers, employees, contractors, consultants, agents or representatives of, or any other person that has a business relationship with, the Company or Bank or their affiliates, to discontinue, terminate or reduce the extent of their relationship with such entity or to solicit any such customer for any competitive product or service, or otherwise solicit any customer or employee of the Company or the Bank |
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The Company does not maintain any non-equity incentive plans or compensation programs, deferred compensation, defined contribution or defined benefit retirement plans, for non-employee directors, or in which such directors may participate. |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Executive Officers Who Are Not Directors
Set forth below is certain information regarding persons who are executive officers of the Company or the Bank and who are not directors of the Company. Except as otherwise indicated, the occupation listed has been such persons principal occupation for at least the last five years. |
Laurence E. Bensignor, Esquire |
Mr. Bensignor, 60, Executive Vice President and General Counsel of the Company and Bank, joined the Company in April 2010 after 29 years in the legal and real estate industries in the Washington, DC metropolitan area. From February 2009 until joining the Company, he was a principal in CastleGate Partners, LLC, a real estate investment firm. Previously, from 1999 through 2008, Mr. Bensignor served as Trustee of the Van Metre Family Trusts, the controlling owner of a private, multifaceted real estate organization. Previously, he was a partner and chaired the real estate practice group in the Washington, DC office of the national law firm of Arter & Hadden and formerly was a partner in the Washington, DC law firm of Melrod, Redman & Gartlan. Mr. Bensignor is a Fellow of the American College of Real Estate Lawyers and was named 2016 USA Real Estate Lawyer of the Year by Finance Monthly magazine. |
James H. Langmead, CPA (retiring April 2017) |
Mr. Langmead, 67, Executive Vice President and Chief Financial Officer of the Company since January 2007, and Executive Vice President and Chief Financial Officer of the Bank since January 2005, previously served as Chief Financial Officer of Sandy Spring Bank and Sandy Spring Bancorp, Inc. Mr. Langmead, a Certified Public Accountant, served in various financial and senior management roles with Sandy Spring Bank from 1992 through 2004. Prior to that time, Mr. Langmead was Chief Financial Officer and managed the Finance Group at the Bank of Baltimore and Baltimore Bancorp. He has over 45 years of experience in the commercial banking industry. |
Charles D. Levingston, CPA (effective April 2017) |
Mr. Levingston, 37, Executive Vice President and Chief Financial Officer of the Bank and Company as of April 2017, most recently served as Executive Vice President of Finance at the Bank. Mr. Levingston, a Certified Public Accountant, served in various financial and senior management roles at the Bank prior to his current role. Mr. Levingston joined the Bank in January 2012, and previously worked at The Federal Reserve Banks of Atlanta and Philadelphia as a commissioned Bank Examiner, and at PriceWaterhouseCoopers as a Manager in the Advisory practice. He has over 16 years of experience in the banking industry. |
Antonio F. Marquez |
Mr. Marquez, 58, Executive Vice President and Chief Lending Officer - Commercial Real Estate of the Bank and Executive Vice President of the Company, joined the Company in August 2011. Mr. Marquez has over 30 years of experience in the banking industry. Prior to joining the Company, he established the real estate lending franchise for HSBC for the Washington, DC market. Earlier he was the head of Commercial Real Estate lending at Chevy Chase Bank from 1997 to 2005 and previously held various lending positions at The Riggs National Bank in Washington, DC after starting his career at the Chase Manhattan Bank in New York. |
Lindsey Rheaume |
Mr. Rheaume, 56, Executive Vice President and Chief Lending Officer Commercial and Industrial of the Bank and Executive Vice President of the Company, joined the Company in December 2014. Prior to joining the Company, he served as relationship executive for JPMorgan Chase, responsible for business development in the Washington, DC, suburban Maryland and Northern Virginia market. Previously, he served as Executive Vice President and Commercial Lending Manager at Virginia Commerce Bank, which was acquired by United Bankshares, Inc. in 2014, where he managed the banks entire commercial and industrial lending activities. Earlier in his career, he held various senior commercial lending, credit, and leadership positions with SunTrust Bank, GE Capital and Bank of America. |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Susan G. Riel |
Ms. Riel, 67 is currently Senior Executive Vice President - Chief Operating Officer of the Bank, and Executive Vice President of the Company. She was formerly Executive Vice President - Chief Operating Officer of the Bank and Chief Administrative Officer, and previously served as Executive Vice President - Chief Operating Officer of Columbia First Bank, FSB from 1989 until that institutions acquisition by First Union Bancorp in 1995. Ms. Riel has over 35 years of experience in the commercial banking industry. Ms. Riel has been with the Company since its inception in 1997. |
Janice L. Williams, Esquire |
Ms. Williams, 60, Executive Vice President and Chief Credit Officer of the Bank and Executive Vice President of the Company, has served with the Company as Credit Officer, Senior Credit Officer, and Chief Credit Officer since 2003. Prior to employment with the Bank, Ms. Williams served with Capital Bank, Sequoia Bank, and American Security Bank. Additionally, Ms. Williams, a graduate of Georgetown University Law Center and a Member of the Maryland Bar, was previously employed in the private practice of law in Maryland. |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Open Letter from Compensation Committee Chairman
Dear Reader,
The Company is proud to be part of your portfolio and the Compensation Committee thanks you for your continued support.
The Compensation Committee is composed solely of independent Directors.
It is our responsibility to design and execute competitive compensation programs that further the interests of shareholders and demonstrate strong pay-for-performance. It is also our responsibility to ensure that your views on executive compensation are heard and considered. As reported elsewhere in this proxy statement, management engaged in meaningful shareholder engagement during the past year.
We adopted a number of key changes to our compensation plan design and the following Compensation Disclosure & Analysis is a direct result of the feedback we received after the 2015 and 2016 Say-on-Pay votes and the ensuing shareholder engagement. The compensation program is more formulaic in design and includes performance-vested shares. Some components were adopted immediately in full (such as adopting a pure double trigger in the event of a change in control) while others are being phased in over several years (such as the ratio of performance-vested share awards to time-vested share awards.)
With this years disclosures, we seek to be transparent in describing our compensation practices, including the disclosure of actual performance on the various metrics measured in our Senior Executive Incentive Plan, enabling you to see for yourself how our named executive officers fared versus the applicable metrics.
The following Compensation Disclosure and Analysis reflects the insightful shareholder engagement process we engaged recently. We look forward to continuing those efforts and considering such input in 2017 and beyond.
Leland M. Weinstein Chairman, Compensation Committee
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Eagle Bancorp, Inc. |
2017 Proxy Statement |
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (CD&A) provides information about the 2016 compensation for our Chief Executive Officer, Chief Financial Officer and our next three most highly-compensated executive officers in 2016: · Ronald D. Paul , our President and Chief Executive Officer (and Chairman); · James H. Langmead , our Executive Vice President and Chief Financial Officer; · Antonio F. Marquez , our Executive Vice President, Chief Lending Officer Commercial Real Estate; · Susan G. Riel , our Senior Executive Vice President and Chief Operating Officer; and · Janice L. Williams , our Executive Vice President and Chief Credit Officer. Compensation information for these individuals, (who we refer to collectively as our named executive officers or NEOs) is presented in the compensation tables following this Compensation Discussion and Analysis. This Compensation Discussion and Analysis describes our executive compensation program for 2016. It also describes how the Compensation Committee (the Compensation Committee) arrived at the specific compensation decisions for our named executive officers, and discusses key factors that the Compensation Committee considered in determining their compensation.
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2016 Financial Results and Operating Highlights The Company, headquartered in Bethesda, Maryland, was incorporated under the laws of the State of Maryland on October 28, 1997, to serve as the bank holding company for EagleBank. The Company was formed by a group of local businessmen, including our CEO, Ronald Paul, and professionals with significant prior experience in community banking in the Companys market area, together with an experienced community bank senior management team. The Company has a long history of sustained high performance. The Company has achieved a streak of 32 consecutive quarters of record earnings. As shown in the graph below, our total shareholder return continues to outperform the NASDAQ composite and bank indices, the S&P Market Index and the KBW NASDAQ Regional Banking Index over the most recent five year period.
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Eagle Bancorp, Inc. |
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2017 Proxy Statement |
Period Ending |
||||||
Index |
12/31/11 |
12/31/12 |
12/31/13 |
12/31/14 |
12/31/15 |
12/31/16 |
Eagle Bancorp, Inc. |
100.00 |
137.35 |
231.73 |
268.72 |
381.82 |
461.11 |
NASDAQ Bank |
100.00 |
118.69 |
168.21 |
176.48 |
192.08 |
265.02 |
NASDAQ Composite |
100.00 |
117.45 |
164.57 |
188.84 |
201.98 |
219.89 |
S&P 500 |
100.00 |
116.00 |
153.57 |
174.60 |
177.01 |
198.18 |
KBW NASDAQ Regional Banking |
100.00 |
113.25 |
166.31 |
170.34 |
180.41 |
250.80 |
The Company continues to show increasing net income, revenue and earnings per share. Tangible book value per share also continues to show strong growth over one, three and five years.
Eagle Bancorp, Inc. |
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2017 Proxy Statement |
This performance continues the Companys historical trend of ongoing improved performance, with increased earnings for 32 consecutive quarters - - dating to the fourth quarter of 2008. In addition, the Company has achieved strong five-year compound annual growth rates (CAGR) in several key areas, including:
· 5-Year CAGR of Net Income: 32%
· 5-Year CAGR of Revenue: 20%
· 5-Year CAGR of Earnings Per Diluted Share: 22%
· 5-Year CAGR of Tangible Book Value Per Share: 18%
· 5-Year CAGR of Deposits: 19%
· 5-Year CAGR of Loans: 23%
Eagle Bancorp, Inc. |
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2017 Proxy Statement |
Compensation Changes in Response to Shareholder Feedback
Eagle Bancorp, Inc. |
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2017 Proxy Statement |
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Pay for Performance |
We require that a portion of total direct compensation be based on future performance. During 2015, we eliminated the discretionary component, incorporated caps and paid formula-based cash incentives under our Senior Executive Incentive Plan. The Compensation Committee considered performance relative to our strategic plan and budget as well as relative to peers in making pay decisions for our executives. During 2016, we added performance-vested awards to our long term incentive program.
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CEO Discretionary Component of Incentive Plan |
Based on shareholder feedback, we reduced to 25% the portion of our CEOs incentive plan that is based on non-objective components.
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Long Term Performance-Based Incentive |
Our historic practice was to grant time vested restricted stock in February of each year based on an in-depth review of Company and Individual performance for the prior year. However, based on feedback from shareholders, we modified our equity award program for executive officers to include forward-looking performance-vested stock share awards in addition to the time-vested awards. This new program was in effect for our February 2016 and February 2017 grants.
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Robust Stock Ownership Policy |
We adopted a policy mandating ownership by the CEO, directors and executive officers, based on a multiplier of their respective base salary or annual retainer.
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Prohibit Hedging of Company Stock |
We adopted a policy prohibiting executive officers and members of the Board of Directors from engaging in transactions intended to hedge or offset the market value of Company stock owned by them.
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Restrict Pledging of Company Stock |
We adopted a policy restricting the amount of Company stock executive officers and members of the Board of Directors may pledge as collateral.
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2016 Advisory Vote on Executive Compensation
At our 2016 Annual Meeting of Shareholders, we conducted a non-binding advisory vote of our shareholders (Say-on-Pay vote) to approve the compensation of the named executive officers. At that meeting, 71% of the votes cast were voted in approval of the compensation of the named executive officers. These results represent a 48% increase in the proportion of votes cast in favor of our executive compensation program compared to our 2015 Say-on-Pay vote of 48%. As a result of 2015s advisory Say-on-Pay vote, we enhanced our shareholder outreach efforts beyond those that had been made for the past several years. In 2016, we again contacted each of our 30 largest institutional shareholders in order to gather feedback regarding our executive compensation program and disclosures, and had substantive discussions with almost half of them. The objective was to identify shareholder concerns and potential areas for modifying our executive compensation program. Some shareholders appreciated our pay-for-performance alignment and valued the level of insider ownership, particularly that of our Chief Executive Officer, who holds a significant number of shares. (In fact, Mr. Paul, our Chairman and Chief Executive Officer, and his family interests own or control shares representing as of December 31, 2016 over 100 times his 2016 base salary.) On the other hand, some investors expressed a desire for us to be less discretionary within our CEOs incentive plan, utilize a pure double trigger in senior executives employment agreements, and generally to maintain our increased disclosures on how the Compensation Committee made its decisions. We also held conversations with a prominent shareholder advisory firm, to further appreciate its policies and perspectives. The Compensation Committee considered the input of investors and advisory firms and made significant changes to its programs as summarized above. The Company is committed to continuing its engagement with our shareholders on executive compensation matters to understand their views concerning our executive compensation philosophy, policies and practices.
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Eagle Bancorp, Inc. |
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2017 Proxy Statement |
Consistent with the recommendation of our Board of Directors and the preference of our shareholders, as reflected in the advisory vote on the frequency of Say-on-Pay votes conducted at our 2012 Annual Meeting of Shareholders, our Board of Directors believes it is appropriate to conduct annual shareholder non-binding advisory votes regarding our executive compensation programs. Proposal 4 seeks shareholder approval of that frequency.
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Eagle Bancorp, Inc. |
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2017 Proxy Statement |
In determining compensation levels, we utilize five key drivers:
· Incentive plans are designed to encourage achievement of our strategic business goals and reinforce our business values. All our incentive pay programs and decisions are filtered through the perspective of ensuring sound compensation practices that do not encourage inappropriate risk-taking or result in excessive compensation.
· Pay levels should be fair and internally equitable . Fairness is vital in all compensation programs and results. We do not discriminate in the creation or implementation of pay programs. Pay is based on demonstrated performance, skills, commitment and results.
· We pay for performance and the attainment of our vision, business strategy, operating imperatives and results . A meaningful percentage of overall executive compensation is based on Company and individual performance. Our compensation programs are geared to performance as the basis of determining pay. Our incentive plans are designed to drive prudent individual and enterprise performance.
· We recognize the impact of the individual . Not all positions have the same level of responsibilities, require the same skills and qualifications or have the same effect on the Company. Our compensation programs enable us to reward both Company results and individual performance in furtherance of our philosophy of being fair and paying for performance and thus motivate our officers to perform and succeed as reflected in our stated goals.
· We are mindful of the market . The market sets the framework for opportunity. Then it is Company and individual achievements that drive the payouts and awards. We seek to provide market-based compensation commensurate with performance, to attract and retain top executive talent, while providing value to shareholders.
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The cornerstone of our executive compensation program is competitive pay for demonstrated performance. We seek to ensure that the compensation received by our executives is aligned with our performance, and that a meaningful portion of our executives pay is contingent on the achievement of annual and forward-looking long term performance goals that drive our success as a Company and accordingly, add value for our shareholders. For example, our CEO 2016 target and actual compensation mix is shown below:
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Eagle Bancorp, Inc. |
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2017 Proxy Statement |
The independent Directors, under the leadership of Lead Director and Chair of the Compensation Committee Lee Weinstein, evaluated the performance of the Chief Executive Officer. The highlights of the evaluation are: · Mr. Paul is an outstanding visionary, with extraordinary leadership qualities , both within the Company and throughout the community and industry. He is able to quickly determine an approach to be taken in almost any situation that arises. He continues to identify and oversee implementation of Company and bank strategic objectives, while remaining facile as circumstances change. · He has led the Company such that we have consistently outperformed peers in numerous categories (including loan growth, deposit growth, net interest margin, return on average assets, and efficiency ratio). · Mr. Paul successfully leads Company efforts to raise additional capital as needed . In 2016, the Companys $75 million effort to raise subordinated debt resulted in an aggregate $150 million issuance, at the extremely favorable rate of 5%. · Mr. Paul is the face of EagleBank , throughout our footprint and with the government (federal, state and local) and the metropolitan area business community. He has been asked to testify before various government branches and agencies. · He has and continues to build strong relationships inside and outside the Company, including with government officials and regulators. Mr. Paul is well respected by community and banking leaders, investors, customers, directors and the entire staff. |
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Eagle Bancorp, Inc. |
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2017 Proxy Statement |
Eagle Bancorp, Inc. |
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2017 Proxy Statement |
Eagle Bancorp, Inc. |
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2017 Proxy Statement |
Eagle Bancorp, Inc. |
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2017 Proxy Statement |
Eagle Bancorp, Inc. |
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2017 Proxy Statement |
Eagle Bancorp, Inc. |
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2017 Proxy Statement |
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The Compensation Committee retains the authority to make adjustments to applicable targets and calculations in the event of extraordinary regional circumstances, such as a regional economic downturn arising from force majeure events such as a terrorist act or further governmental sequestration. While this authority is not expected to be utilized, the Committee recognized the possibility of an extraordinary regional economic condition. Since the Index includes a national array of banks, the Committee felt that it was important to be able to react to some circumstance uniquely affecting the Washington, DC metropolitan area, such as a terrorist act and the resulting effect on the economy, and therefore, Company performance.
The long term incentive program is subject to the Companys clawback policy.
The 2018 program will continue to include time-vested equity awards as the Compensation Committee believes this not only promotes retention, but provides an impetus for achieving continued performance. While awarded in part as a result of individual performance, the number of time-vested restricted stock awards to an executive are also based on the overall performance of the Company.
· Supplemental Executive Retirement Plan
The Company also provides certain of its executive officers, including all of the named executive officers other than the Chief Executive Officer, with a supplemental retirement benefit, with benefits payable well into retirement years, in order to focus our executives on long term Company performance. This Supplemental Executive Retirement Plan (SERP), adopted by the Company in 2013, provides for a lifetime retirement benefit utilizing annuities as a funding source, a program that at the time cost approximately 86% of the cost of similar plans for comparably situated executives that did not utilize annuities. The target retirement age for the benefit is age 67, with reduced benefits prior to age 67. Please refer to the discussion accompanying the Summary Compensation Table and Pension Benefits for additional information regarding the SERP.
· 401(k) Plan
Our 401(k) plan allows all officers and employees of the Company working 1,000 hours or more in a calendar year to defer a portion of their compensation, and provides a match of up to 3% of their base salaries, subject to certain IRS limitations. While the decision to match employee contributions is discretionary, all employees receive the same percentage match. During 2016, the Company made the maximum matching contributions.
· Health and Welfare Benefits
We provide health benefits to our executive officers, including the named executive officers, generally on the same basis as all of our full-time employees. These benefits include medical and dental benefits, short term and long term disability insurance, and basic life insurance coverage. The Company also provides long term care insurance coverage. We design our employee benefits programs to provide choice and to be affordable and competitive in relation to the market, and to be compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.
The Compensation Committee believes our current executive compensation policies and practices are effective in advancing our long term strategic plan, reasonable in relation to our compensation peer group and responsible in encouraging the named executive officers to work for meaningful shareholder returns without taking unnecessary or excessive risks.
· Employment, Non-Compete and Severance Arrangements
Each of our named executive officers has an employment agreement which provides for payments upon a change in control of the Company under a pure double trigger. Each named executive officer is also party to a non-compete agreement which provides for payments following termination without cause or in connection with a change in control, which payments are contingent on compliance with the noncompetition, nonsolicitation and noninterference provisions of the agreement following such termination. None of these |
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Eagle Bancorp, Inc. |
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2017 Proxy Statement |
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agreements provide tax gross-ups. These agreements are described in detail under Employment and Non-Compete Agreements following the Summary Compensation Table. The Committee believes that the agreements provide continuity of executive management and employment security, which is conducive to maximum employee effort and valuable protections for the Company and its executive officers.
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We operate in a highly-dynamic business environment, which has been and continues to be characterized by rapidly changing market and customer trends, regulatory changes and requirements, as well as increased expectations from shareholders for meaningful growth without excessive risk taking. To succeed in this environment, our senior leadership must be able to continually refine and enhance products and services; respond to competitive challenges in our markets; attract, satisfy and retain customers; and demonstrate an ability to quickly identify and capitalize on business opportunities.
Our steady and consistent growth over the years, as well as our success in developing a leading market position relative to our peers and competitors, has largely been the result of the exceptional leadership of Mr. Paul, and the team he has assembled, whose focus, creativity and ability to motivate our workforce has enabled us sustained year over year growth and improvement in profitability. As a result, we have sought to structure the compensation opportunities for Mr. Paul to achieve two principal objectives: to motivate and reward the achievement of our annual and longer term financial and strategic objectives and to ensure that he remains with the Company to guide our business into the future.
At the same time, we seek to align the CEOs compensation with our shareholders long term interests. Accordingly, the Compensation Committee focuses on using incentive compensation with long term Company performance implications as a key element of his target total direct compensation opportunity. By focusing on performance-based pay opportunities tied to specific performance goals, the Compensation Committee seeks to ensure the CEOs pay is aligned with Company performance and the value provided to our shareholders. The compensation plan rewards Mr. Paul if the Companys performance is exceptional, because of his ability to earn at the higher end of the payouts under the SEIP and receive share awards of restricted stock and PRSUs under the Long Term Incentive Plan. In 2016, the Compensation Committee enhanced the performance-based pay program to include performance-vested equity that will incentivize future performance. The value of his awards and his stock ownership will rise and fall over the long term, with our stock performance. We note that 2016 Company performance was not an aberration, but rather a continuation of years of increased success. Mr. Pauls compensation reflects this exceptional multi-year performance.
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Eagle Bancorp, Inc. |
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2017 Proxy Statement |
Executive Compensation Process
The Role of the Compensation Committee
The Compensation Committee, among its other responsibilities, establishes our overall compensation philosophy and reviews and approves our executive compensation program, including the specific compensation of our executive officers, including the named executive officers. The Compensation Committee has the authority to retain special counsel and other advisors, including compensation consultants, to assist in carrying out its responsibilities to determine the compensation of our executive officers. The Committee considers information from its compensation consultant and legal counsel, as well as Mr. Paul, our Chief Financial Officer and our Human Resources department to formulate recommendations with respect to specific compensation actions. The Compensation Committee makes all final decisions regarding compensation, including base salary levels, target bonus opportunities, actual bonus payments and equity awards. The Compensation Committee meets on a regularly-scheduled basis and at other times, as needed. The Compensation Committee regularly conducts a review of our executive compensation program to assess whether our compensation elements, actions and decisions (i) are aligned with our vision, mission, values, corporate goals and compensation philosophy, (ii) provide appropriate short term and long term incentives for our executive officers and (iii) are competitive with the compensation of the executive in comparable positions at the companies with which we compete for executive talent. It is a result of this process that the long term incentive plan was adopted in 2015 and includes forward-looking performance-based vesting. As part of this process, the Compensation Committee takes into consideration Mr. Pauls recommendations for NEOs other than himself and a competitive market analysis prepared by its independent compensation consultant. In the course of its deliberations, the Compensation Committee also considers competitive positioning, internal equity and our corporate and individual achievements against one or more short term and long term performance objectives. The Compensation Committee considers all of this information in light of their individual experience, knowledge of the Company, knowledge of the peer companies, knowledge of each named executive officer and business judgment in making decisions regarding executive compensation and our executive compensation program. As part of this process, the Compensation Committee also evaluates the performance of Mr. Paul each year and makes all decisions regarding his base salary adjustments (if any), bonus payments and equity awards. Mr. Paul is not present during any of the deliberations regarding his compensation. |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
The Role of Consultants-Compensation Advisors
The Compensation Committee has engaged the services of Compensation Advisors as its independent advisor on matters of executive and board compensation (the Engagement). Compensation Advisors reports directly to the Committee and provides no other remunerated services to the Company or any of its affiliates. The Company has affirmatively determined that no conflicts of interest exist between the Company and Compensation Advisors or any individuals working on the Companys account on Compensation Advisors behalf. In reaching such determination, the Company considered the following enumerated factors, all of which were attested to or affirmed by Compensation Advisors: · During 2016, Compensation Advisors provided no services to and received no fees from the Company other than in connection with the Engagement; · Compensation Advisors has adopted and put in place adequate policies and procedures designed to prevent conflicts of interest, which policies and procedures were provided to the Company; · There are no business or personal relationships between Compensation Advisors and any member of the Compensation Committee other than in respect of (i) the Engagement, or (ii) work performed by Compensation Advisors for any other company, board of directors or compensation committee for whom such Committee member also serves as an independent director; · No employees of Compensation Advisors owns any stock of the Company; and · There is no business or personal relationships between Compensation Advisors and any executive officer of at Company other than in respect of the Engagement.
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Input from Mr. Paul is considered by the Compensation Committee regarding the criteria to be used to determine base salary, bonuses and other benefits for named executive officers other than Mr. Paul. Although input from Mr. Paul is considered by the Compensation Committee, the Compensation Committee exercises final authority on compensation matters for all named executive officers. Mr. Paul is not present at meetings during which his own compensation is discussed and deliberated. |
In making compensation decisions, the Compensation Committee considers the profitability and relative performance of the Company, as well as the intangible value and performance of the Companys management team. In this review, the Compensation Committee seeks to evaluate executive pay in a manner that ensures future compensation arrangements for the selected executive officers are compliant with regulatory practices, competitive in the marketplace and reflective of the Companys performance and culture. In this process, the Compensation Committee selects a custom peer group of publicly-traded banks and bank holding companies, and may review other survey data, to help in the review and establishment of executive compensation arrangements. The Company worked with Compensation Advisors to develop a peer group in 2016 for base salary and incentive compensation comparisons. The peer group contains 27 public banks between $4.1 billion and $14.3 billion in assets. The peer group was selected based on several factors, including assets, market capitalization and regional similarities, recognizing the substantial increase in Company assets and market capitalization in the last several years. To further assist the Compensation Committee in their review and assessment of executive compensation, a subset peer group of 15 banks was identified as high-performing banks and that, for the year 2016, had a minimum ROAA of 0.73% and a minimum ROAE of 6.30%. Of this subset, 67% were the same as the ISS peer banks identified in their 2016 report to the Company. The purpose of this subset peer group is to establish tighter market compensation alignment with high performing bank companies, whose performance is more aligned with the Companys performance. The result provided the Compensation Committee with a clearer understanding of executive compensation, particularly incentive compensation, relative to the Companys performance and supports the Compensation Committees efforts to foster a pay-for-performance environment. The Committee noted that even compared to these high performing banks, the Company was the highest - or near the highest in a many performance categories. |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
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Bancorp, Inc. |
NBT Bancorp Inc. |
Berkshire Hills Bancorp, Inc. |
Northwest Bancshares, Inc. |
BNC Bancorp |
Provident Financial Services, Inc. |
Boston Private Financial Holdings, Inc. |
S&T Bancorp, Inc. |
Brookline Bancorp, Inc. |
Sandy Spring Bancorp, Inc. |
Cardinal Financial Corporation |
Sterling Bancorp |
Community Bank System, Inc. |
Tompkins Financial Corporation |
ConnectOne Bancorp, Inc. |
TowneBank |
Customers Bancorp, Inc. |
Union Bankshares Corporation |
Dime Community Bancshares, Inc. |
United Bankshares, Inc. |
First Commonwealth Financial Corporation |
United Financial Bancorp, Inc. |
Flushing Financial Corporation |
WesBanco, Inc. |
Independent Bank Corp. |
WSFS Financial Corporation |
Lakeland Bancorp, Inc. |
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Bold = High Performing Banks Subset |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Eagle Bancorp Peer Group Performance
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Bank |
Ticker |
City |
State |
ROAE
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ROAA
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NIM (%) |
Efficiency
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NPAs/
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Core
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Net
|
|
|
|
|
|
2016Y |
2016Y |
2016Y |
2016Y |
2016Y |
2016Y |
2016Y |
1 |
Bancorp, Inc. |
TBBK |
Wilmington |
DE |
(-31.76) |
(-2.28) |
2.63 |
146.92 |
0.08 |
NM |
0.08 |
2 |
Berkshire Hills Bancorp, Inc. |
BHLB |
Pittsfield |
MA |
6.44 |
0.72 |
3.27 |
65.94 |
0.24 |
4.1 |
0.21 |
3 |
BNC Bancorp |
BNCN |
High Point |
NC |
8.90 |
1.00 |
3.87 |
58.35 |
0.56 |
5.3 |
(-0.02) |
4 |
Boston Private Financial Holdings, Inc. |
BPFH |
Boston |
MA |
9.31 |
0.95 |
2.93 |
67.55 |
NA |
NA |
(-0.11) |
5 |
Brookline Bancorp, Inc. |
BRKL |
Boston |
MA |
7.59 |
0.83 |
3.44 |
56.19 |
0.64 |
3.2 |
0.25 |
6 |
Cardinal Financial Corporation |
CFNL |
McLean |
VA |
11.40 |
1.23 |
3.24 |
61.32 |
0.00 |
13.7 |
(-0.01) |
7 |
Community Bank System, Inc. |
CBU |
De Witt |
NY |
8.58 |
1.22 |
3.66 |
60.29 |
0.30 |
2.2 |
0.16 |
8 |
ConnectOne Bancorp, Inc. |
CNOB |
Englewood Cliffs |
NJ |
6.30 |
0.73 |
3.41 |
41.60 |
1.57 |
(-27.8) |
1.18 |
9 |
Customers Bancorp, Inc. |
CUBI |
Wyomissing |
PA |
11.30 |
0.86 |
2.84 |
46.50 |
NA |
40.9 |
0.02 |
10 |
Dime Community Bancshares, Inc. |
DCOM |
Brooklyn |
NY |
13.40 |
1.31 |
2.68 |
38.12 |
0.09 |
(-15.6) |
0.00 |
11 |
First Commonwealth Financial Corporation |
FCF |
Indiana |
PA |
8.02 |
0.90 |
3.32 |
59.55 |
0.73 |
15.6 |
0.40 |
12 |
Flushing Financial Corporation |
FFIC |
Uniondale |
NY |
13.07 |
1.10 |
2.97 |
51.99 |
0.36 |
(-6.2) |
(-0.02) |
13 |
Independent Bank Corp. |
INDB |
Rockland |
MA |
9.44 |
1.04 |
3.40 |
61.43 |
0.80 |
9.2 |
0.01 |
14 |
Lakeland Bancorp, Inc. |
LBAI |
Oak Ridge |
NJ |
8.75 |
0.90 |
3.41 |
59.19 |
0.42 |
16.0 |
0.11 |
15 |
NBT Bancorp Inc. |
NBTB |
Norwich |
NY |
8.74 |
0.92 |
3.43 |
60.53 |
0.52 |
6.2 |
0.39 |
16 |
Northwest Bancshares, Inc. |
NWBI |
Warren |
PA |
4.28 |
0.54 |
3.73 |
77.68 |
0.88 |
21.1 |
0.21 |
17 |
Provident Financial Services, Inc. |
PFS |
Iselin |
NJ |
7.12 |
0.95 |
3.09 |
56.41 |
0.53 |
0.6 |
0.07 |
18 |
S&T Bancorp, Inc. |
STBA |
Indiana |
PA |
8.67 |
1.09 |
3.47 |
53.40 |
NA |
(-4.0) |
0.25 |
19 |
Sandy Spring Bancorp, Inc. |
SASR |
Olney |
MD |
9.15 |
1.02 |
3.49 |
59.86 |
0.66 |
11.7 |
0.06 |
20 |
Sterling Bancorp |
STL |
Montebello |
NY |
8.05 |
1.09 |
3.55 |
48.96 |
0.65 |
17.6 |
0.08 |
21 |
Tompkins Financial Corporation |
TMP |
Ithaca |
NY |
14.10 |
1.01 |
3.33 |
61.95 |
0.36 |
9.0 |
0.01 |
22 |
TowneBank |
TOWN |
Portsmouth |
VA |
6.92 |
0.93 |
3.50 |
74.35 |
0.47 |
11.0 |
0.03 |
23 |
Union Bankshares Corporation |
UBSH |
Richmond |
VA |
7.79 |
0.96 |
3.80 |
62.42 |
0.24 |
18.1 |
0.09 |
24 |
United Bankshares, Inc. |
UBSI |
Charleston |
WV |
7.83 |
1.10 |
3.60 |
48.38 |
1.00 |
2.5 |
0.28 |
25 |
United Financial Bancorp, Inc. |
UBNK |
Glastonbury |
CT |
7.77 |
0.78 |
2.99 |
64.76 |
0.54 |
(-1.2) |
0.10 |
26 |
WesBanco, Inc. |
WSBC |
Wheeling |
WV |
7.12 |
0.97 |
3.32 |
59.52 |
0.49 |
1.4 |
0.12 |
27 |
WSFS Financial Corporation |
WSFS |
Wilmington |
DE |
10.04 |
1.06 |
3.88 |
62.01 |
0.60 |
7.5 |
0.25 |
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25th Percentile |
|
|
|
7.36 |
0.88 |
3.16 |
62.22 |
0.65 |
1.38 |
0.23 |
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50th Percentile |
|
|
|
8.58 |
0.96 |
3.41 |
59.86 |
0.53 |
6.25 |
0.09 |
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75th Percentile |
|
|
|
9.38 |
1.08 |
3.52 |
54.80 |
0.35 |
13.67 |
0.02 |
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90th Percentile |
|
|
|
12.07 |
1.15 |
3.76 |
47.63 |
0.14 |
17.87 |
(-0.01) |
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Eagle Bancorp, Inc. |
EGBN |
Bethesda |
MD |
12.15 |
1.50 |
4.16 |
39.86 |
0.30 |
15.21 |
0.09 |
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Eagle Bancorp, Inc. Percent Rank |
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|
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90th |
HIGHEST |
HIGHEST |
98th |
78th |
78th |
50th |
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Source: Compensation Advisors |
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Eagle Bancorp, Inc. |
2017 Proxy Statement |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Eagle Bancorp, Inc. |
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2017 Proxy Statement |
information, including with respect to the determination of grant dates or stock option exercise prices. Similarly, we expect that the release of material nonpublic information will not be timed with the purpose or intent to affect the value of executive compensation.
· Prohibit Re-Pricing or Exchange
Our equity based compensation plans do not permit re-pricing or exchange of underwater options without shareholder approval.
· No Guaranteed Minimum Bonus
Our SEIP does not guarantee any minimum bonus to executive officers.
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Risk Assessment of Incentive Compensation Programs
In setting compensation, the Compensation Committee of the Company also considers the risks to the Companys shareholders and the achievement of our goals that may be inherent in our compensation programs. Although a significant portion of some employees compensation is performance-based and at-risk, we believe our compensation program is appropriately structured and does not pose a material risk to the Company. The Compensation Committee of the Company receives feedback from the Chief Risk Officer identifying any risks associated with named executive officer compensation plans and other employee incentive compensation plans. The report below outlines our process and the steps taken to mitigate any risks that were uncovered in our discussions.
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Executive Compensation Plan Risk Assessment
Our Chief Risk Officer has reviewed all 2016 incentive programs, including the SEIP, and concluded that the incentive compensation arrangements appropriately balance risk and reward, are compatible with effective controls and risk management, and are supported by strong corporate governance, including active and effective oversight by the Board of Directors. The risk assessment considers the incentive plan mix, measures, design features, goal setting and controls and governance protocols. This feedback was provided to the Compensation Committee. The conclusions were based on the following: · The SEIP is a formal performance-based plan in which the Compensation Committee is deeply involved. The Board of Directors of the Company establishes Company-wide goals early in the performance year through approval of the budget, and communicates these performance goals to the Compensation Committee for their review and approval. We use a balance of Company-wide goals, strategic goals and individual or departmental goals and customize the goals each year based on each executives functional responsibility. The Compensation Committee is active in setting and approving the Company-wide goals each year. The Chief Executive Officer provides input on weighting of departmental or individual goals for executive officers. Once these are presented to the Compensation Committee, the Compensation Committee will discuss and approve, or revise the goals for the other named executives. · When setting actual officer-specific goals, we consider not only our annual budget, but our strategic initiatives, peer performance and individual goals, which we believe mitigates risk and keeps executives focused on the long term success of the Company. The Compensation Committee reviews these performance evaluations each year, not only to determine final award payouts, but to discuss developmental opportunities for our named executives. In addition, for any payout to occur, we must have satisfactory regulatory ratings and reviews. · We believe that target and target plus awards are reasonable and competitive based on market research that was provided by our compensation consultant. We also pay out on a pro-rata basis for actual performance results that fall in between threshold, target and target plus levels but not above the established caps. We believe this reduces the likelihood of an executive misstating numbers to reach the next award level or withholding information to count toward the next performance year. · A clawback policy was adopted in early 2009 under the SEIP. This allows us to recover all or part of a cash or stock incentive award in certain cases of inaccurate financial statement information that resulted in a restatement of our financial statements, or on a fraudulent, willful or grossly negligent misrepresentation or where required by law. Accordingly, such activities would not be rewarded. We have updated the clawback policy to permit the Company to recover equity based compensation whenever
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Eagle Bancorp, Inc. |
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2017 Proxy Statement |
required by applicable law, regulation, or exchange listing standard. · The individual named executive officer employment agreements, which have previously been reviewed and approved by the Compensation Committee, provide for the payment to each named executive officer of base salaries, certain insurance benefits, car allowances, and eligibility for participation in our incentive plans, equity compensation plans and other compensation programs we may adopt, as well as certain benefits and payments upon termination or a change in control. None of the agreements provides for any specific mandatory variable or incentive pay, or any other conditional compensation. As such, the Compensation Committee believes that none of such agreements present any material threat to our capital or earnings, encourage taking undue or excessive risks, or encourage manipulation of financial data in order to increase the size of an award. The 2017 SEIP is in the process of being adopted. In connection therewith, the Chief Risk Officer will conduct a full risk assessment and opinion thereto.
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Non-Executive Compensation Plan Risk Assessment
Our Chief Risk Officer reviewed 2017 incentive programs in which employees who are not executive officers participate, and provided analysis and conclusions to the Compensation Committee. It was concluded that the incentive compensation arrangements appropriately balance risk and reward, are compatible with effective controls and risk management, and are supported by strong corporate governance, including active and effective oversight by the Board of Directors. The risk assessment considers the incentive plan mix, measures, design features, goal setting and controls and governance protocols. The following incentive compensation plans were reviewed: · Under the Lending and Community Banking Plan, certain employees are compensated with cash incentives calculated as a specific percentage of salary or of qualifying loans, deposits and other business they produce. A portion of the potential compensation under these plans is tied to individual and/or team performance and paid on an annual basis. There are also components, such as the collection of loan fees and the expansion of existing, or the establishing of new, customer deposit accounts, that are paid quarterly. We believe intrinsic features of these plans protect us against unnecessary risk taking, including: the plan modifier that reduces or eliminates incentive payouts when asset quality measures decline or fall below minimum acceptable levels. · Under the Insurance Sales and Investment Advisory Services Introduction Incentive Plans, employees are compensated with cash incentives for qualified referrals that consented to by customers. · Under the Residential Lending Operations Incentive Plan, there is an incentive program for loan processors, loan closers, and underwriters. Loan processors and loan closers are paid for each loan closed. Underwriters are paid for each loan dispositioned, regardless of the decision made. · Under the Residential Lending Management Incentive Program, cash incentives are paid annually when return on equity goals are met. Clawback provisions are included in all incentive compensation plans. All of our incentive plans call for the employee to be in good standing with no adverse written performance documentation. Once an employee receives adverse written documentation for performance, the employee is ineligible to receive incentive payments for a minimum of 90 days. Residential Mortgage Loan Officers are generally compensated based on loan production. There are separate agreements with each mortgage loan officer outlining his/her individual compensation package.
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Eagle Bancorp, Inc. |
|
2017 Proxy Statement |
The following table sets forth a comprehensive overview of the compensation for Mr. Paul, the Chairman, Chief Executive Officer and President of the Company; Mr. Langmead, the Chief Financial Officer of the Company; and the three most highly compensated executive officers of the Company (including officers of the Bank) who received total compensation of $100,000 or more during the fiscal year ended December 31, 2016. The summary compensation table does not reflect rights to purchase shares of common stock at a discount to the market price granted to or exercised by named executive officers under the Companys 2011 Employee Stock Purchase Plan.
|
Summary Compensation Table
Name and Principal Position |
Year |
Salary |
Bonus (1) |
Stock Awards (2) |
Option
|
Non-Equity
(3) |
Change in
(4) |
All
(5) |
Total |
Ronald D. Paul , Chairman, President and CEO of Company; CEO of Bank |
2016 |
$863,565 |
$ |
$2,411,743 |
$ |
$2,590,695 |
$ |
$106,187 |
$5,972,190 |
2015 |
$863,565 |
$750,000 |
$1,715,893 |
$ |
$1,775,075 |
$ |
$63,112 |
$5,167,645 |
|
2014 |
$807,070 |
$1,418,929 |
$416,731 |
$ |
$1,314,063 |
$ |
$62,962 |
$4,019,755 |
|
James H. Langmead , EVP; CFO of Company and Bank |
2016 |
$425,429 |
$ |
$519,148 |
$ |
$404,112 |
$306,092 |
$41,031 |
$1,695,812 |
2015 |
$354,524 |
$ |
$478,323 |
$ |
$353,426 |
$281,729 |
$35,683 |
$1,503,685 |
|
2014 |
$334,457 |
$20,000 |
$138,141 |
$ |
$347,476 |
$258,898 |
$35,828 |
$1,134,800 |
|
Antonio F. Marquez , EVP; CLO-CRE of Bank |
2016 |
$368,056 |
$ |
$458,244 |
$ |
$460,070 |
$40,902 |
$40,872 |
$1,368,144 |
2015 |
$320,049 |
$ |
$395,979 |
$ |
$400,061 |
$37,648 |
$37,858 |
$1,191,595 |
|
2014 |
$290,954 |
$10,000 |
$112,337 |
$ |
$473,679 |
$34,596 |
$37,708 |
$959,274 |
|
Susan G. Riel , EVP of Company; SEVP-COO of Bank |
2016 |
$478,806 |
$ |
$675,256 |
$ |
$473,518 |
$417,573 |
$36,441 |
$2,081,594 |
2015 |
$456,006 |
$ |
$614,006 |
$ |
$420,189 |
$450,946 |
$34,319 |
$1,975,466 |
|
2014 |
$430,194 |
$25,000 |
$177,713 |
$ |
$531,873 |
$414,451 |
$34,464 |
$1,613,695 |
|
Janice L. Williams , EVPCCO of Bank |
2016 |
$391,758 |
$ |
$410,039 |
$ |
$489,698 |
$79,743 |
$29,526 |
$1,400,764 |
2015 |
$340,659 |
$ |
$376,447 |
$ |
$425,824 |
$73,395 |
$27,544 |
$1,243,869 |
|
2014 |
$321,376 |
$15,000 |
$132,735 |
$ |
$331,592 |
$67,446 |
$27,394 |
$895,543 |
Eagle Bancorp, Inc. |
|
2017 Proxy Statement |
(1) Amount shown for 2016 includes $750,000 paid in recognition of the extraordinary service provided in connection with the $100 million capital raise. Amount shown for 2014 includes $1.3 million paid in recognition of the extraordinary services provided by Mr. Paul in connection with the Virginia Heritage Bank (VHB) merger and amounts based on 2014 performance which are paid in the following year.
(2) Represents the grant date fair value of awards of Time-Vested Shares and PRSUs granted in the subsequent year for performance during year indicated. There were no forfeitures of Time-Vested Shares or PRSUs with respect to 2014, 2015 and 2016 by any of the Named Executive Officers.
The per share grant date fair value for PRSUs granted in 2016 with respect to 2015 performance with non-market-based performance conditions was equal to the average of the high and low trading prices of the common stock on the date the shares were granted, which was $45.01. The per-share grant date fair value for PRSUs granted in 2016 with respect to 2015 performance with market-based performance conditions is estimated based on the use of a Monte Carlo valuation methodology, which resulted in a per share grant date fair value of $36.81. The weighted-average per-share grant date fair value of all PRSUs granted in 2016 with respect to 2015 performance [or maybe we say awarded for 2015] was $42.60The grant date fair value for PRSUs granted is based on the probable outcomes of the performance conditions as determined in accordance with FASB ASC Topic 718. The grant date fair value of the PRSUs granted in 2016 for performance in 2015, assuming the highest level of performance conditions is met, would have been $862,724 for Mr. Paul, $240,481 for Mr. Langmead, $199,070 for Mr. Marquez, $308,732 for Ms. Riel and $121,861 for Ms. Williams.
The per-share grant date fair value for PRSUs granted in 2017 with respect to 2016 performance with non-market-based performance conditions was equal to the closing price of the common stock on the date the shares were granted, or $62.70. The per-share grant date fair value for PRSUs granted in 2017 with market-based performance conditions is estimated based on the use of a Monte Carlo valuation methodology, and as described above, which resulted in a per-share grant date fair value of $47.07. The weighted average per-share grant date fair value of all PRSUs granted was $57.49. The grant date fair value of the PRSUs granted in 2017, assuming the highest level of performance conditions is met, would have been $1,461,331 for Mr. Paul, $314,585 for Mr. Langmead, $185,123 for Mr. Marquez, $277,685 for Ms. Riel and $409,177 and $248,451 for Ms. Williams.
The number of shares of Time-Vested Shares granted on February 10, 2015 to Messrs. Paul, Langmead and Marquez and Mmes. Riel and Williams were 11,563, 3,833, 3,117, 4,931 and 3,683, respectively.
The number of shares of Time-Vested Shares granted on February 18, 2016 to Messrs. Paul, Langmead and Marquez and Mmes. Riel and Williams were 25,071, 6,989, 5,786, 8,971 and 5,500, respectively. The number of PRSUs granted on February 18, 2016 to Messrs. Paul, Langmead and Marquez and Mmes. Riel and Williams were 13,500, 3,763, 3,115, 4,831 and 2,962, respectively.
The number of shares of Time-Vested Shares granted on February 14, 2017 to Messrs. Paul, Langmead and Marquez and Mmes. Riel and Williams were 22,927, 4,935, 4,356, 6,419 and 3,898, respectively. The number of PRSUs granted on February 14, 2017 to Messrs. Paul, Langmead and Marquez and Mmes. Riel and Williams were 16,946, 3,648, 3,220, 4,745 and 2,881, respectively.
(3) Reflects amounts awarded under the Companys Senior Executive Incentive Plan. Amounts shown are based on performance in the year indicated and are paid in the following year.
(4) Represents the value of the increase in the named executive officers accumulated benefit under the SERP adopted in 2013, assuming normal retirement at age 67 and a discount rate of 4.5%. Amounts reflected in this column are not currently payable to the named executive officers and are not considered for purposes of determining the identities of the named executive officers. Please refer to the discussion under the caption SERP below, and to the Pension Benefits table below for additional information about the SERP.
(5) Other compensation consisted of a 3% cost of living adjustment in 2016 for Mr. Paul on his base salary ($25,907), and the following items:
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Eagle Bancorp, Inc. |
|
2017 Proxy Statement |
Eagle Bancorp, Inc. |
|
2017 Proxy Statement |
Employment and Non-Compete Agreements
The Company and Mr. Paul are parties to an amended and restated employment agreement, effective January 31, 2017, governing his service and compensation as President and Chief Executive Officer of the Company. The current term of Mr. Pauls employment agreement expires on December 31, 2020. On each December 31, the term of the agreement automatically extends for one additional year, unless Mr. Paul has given notice of his intention not to renew the term. Under his agreement, Mr. Paul is entitled to receive a current annual base salary received for 2017 of $906,743 (a 2% increase over the sum of his 2016 base salary and COLA adjustment) subject to periodic increase). Mr. Paul may receive grants of options or restricted stock, and may also receive a bonus, in the discretion of the Board of Directors. Mr. Paul is also entitled to receive a monthly automobile allowance of $1,500 and $40,000 annually toward life insurance. Mr. Paul is entitled to participate in all other benefit programs generally available to employees or directors of the Bank or the Company. The compensation under Mr. Pauls employment agreement is in lieu of all other cash fees for service on the Boards of Directors or any committees of the Company and the Bank. In the event of termination of Mr. Pauls employment for any reason other than for cause (as defined), Mr. Paul (or his estate), is entitled to receive an amount in cash equal to 1.99 times his then current base salary and most recent annual cash bonuses and equity awards, subject to certain limitations in the event that his termination occurs in connection with a change in control (as defined) of the Company or the Bank. In addition, subject to the effect of such provisions, all of Mr. Pauls options and restricted stock will immediately vest upon any termination. Each of the four other named executive officers has an amended and restated employment agreement with the Bank. Each of the agreements expires August 31, 2019. The other named executive officers have 2017 base salaries as follows: Mr. Marquez $397,500; Ms. Riel $502,746; Ms. Williams - $407,428. Mr. Langmead, whose retirement becomes effective April 7, 2017, was entitled to a 2017 base salary of $467,972. Each of these officers is also entitled to participation in all other health, welfare, benefit, stock, option and bonus plans, if any, generally available to all executive officers and employees of the Bank or the Company. Under each agreement if the officers employment is terminated without cause for reasons other than death, disability or in connection with a change of control (as defined), he/she would be entitled to receive continued payment of health insurance premiums under COBRA for one year, subject to his/her compliance with the non-compete and non-disturbance provisions of the agreement. In the event of termination of the other named executive officers respective employment without cause within 120 days before a change in control, or within 12 months after a change in control; the reduction in his/her compensation or position or responsibilities, Mr. Langmead, Mr. Marquez, Ms. Riel, and Ms. Williams would be entitled to receive a lump sum payment equal to 1.99 times the sum of (i) his/her base salary at the highest rate in effect during the 12 months preceding termination, (ii) cash bonuses (incentive plan and discretionary) paid to the officer in the most recent 12 months, as well as three years continuation of life, health, long term care and other non-health insurances and benefits in each case subject to adjustment to avoid adverse tax consequences resulting from characterization of such payment for tax purposes as an excess parachute payment. Each of Mr. Paul and the other named executive officers is also a party to a non-compete agreement with the Bank. The non-compete agreements provide that in the event of termination of the officers employment by the Bank without cause as defined in such officers amended and restated employment agreement, including without limitation, in the event of a change in control as defined in the officers amended and restated employment agreement, or such officers resignation following a change in control as provided in the officers amended and restated employment agreement (collectively, Separation), and subject to the officer timely signing and delivering to the Bank (a) a General Release and Waiver and (b) a monthly certification regarding compliance with the confidentiality and non-competition provisions of the non-compete agreement and reporting other compensation, the Bank shall, for one (1) year following the date on which the release is executed and delivered to the Bank, continue to pay the officer, monthly in arrears, salary at the rate being paid as of the termination date, together with an additional amount equal to one-twelfth of the most recent annual cash bonus (incentive plan and discretionary) (and in the case of Mr. Paul, equity awards), if any, for each month of the period during which the officer is in full compliance with the provisions of the agreement. The non-compete agreements require that for one year after applicable separation, the officer will not, without express written consent of the Bank (except for services performed for or on behalf of the Bank and its affiliates), directly or indirectly, in any capacity (whether as a proprietor, owner, agent,
|
Eagle Bancorp, Inc. |
|
2017 Proxy Statement |
Eagle Bancorp, Inc. |
|
2017 Proxy Statement |
The payouts under Estimated Future Payouts Under Non-Equity Incentive Plan Awards reflected in the table represent the amount of formula payment which the named executive officer could have earned with respect to 2016 performance under the SEIP if each of the performance targets established by the Compensation Committee were achieved. The following table presents information regarding awards made during 2016 to named executive officers under the Companys 2006 Stock Plan and SEIP. The amounts reflected under All Other Stock Awards and Grant Date Fair Value of Stock and Option Awards reflect the shares of restricted stock and PRSUs issued in 2016 under the 2006 Stock Plan.
|
|
|
|
Estimated Future Payouts Under Non-
|
Estimated Future Payouts Under
|
All
|
All Other
|
Exercise
|
Grant
|
||||
|
Grant
|
Type of
|
Threshold |
Target |
Target
|
Threshold |
Target |
Maximum |
||||
Ronald D. Paul |
2/18/2016 |
SEIP |
$1,079,456 |
$1,943,021 |
$2,374,804 |
|
|
|
|
|
|
|
|
2/18/2016 |
Time Vested Restricted Stock |
|
|
|
|
|
|
25,071 |
|
|
$1,140,743 |
|
2/18/2016 |
PRSUs |
|
|
|
6,750 |
13,500 |
20,250 |
|
|
|
$575,150 |
James H. Langmead |
2/18/2016 |
SEIP |
$255,257 |
$361,615 |
$425,429 |
|
|
|
|
|
|
|
|
2/18/2016 |
Time Vested Restricted Stock |
|
|
|
|
|
|
6,989 |
|
|
$318,003 |
|
2/18/2016 |
PRSUs |
|
|
|
1,882 |
3,763 |
5,645 |
|
|
|
$160,320 |
Antonio F. Marquez |
2/18/2016 |
SEIP |
$220,834 |
$312,848 |
$368,056 |
|
|
|
|
|
|
|
|
2/18/2016 |
Time Vested Restricted Stock |
|
|
|
|
|
|
5,786 |
|
|
$263,266 |
|
2/18/2016 |
PRSUs |
|
|
|
1,558 |
3,115 |
4,673 |
|
|
|
$132,713 |
Susan G. Riel |
2/18/2016 |
SEIP |
$287,284 |
$406,985 |
$478,806 |
|
|
|
|
|
|
|
|
2/18/2016 |
Time Vested Restricted Stock |
|
|
|
|
|
|
8,971 |
|
|
$408,185 |
|
2/18/2016 |
PRSUs |
|
|
|
2,416 |
4,831 |
7,247 |
|
|
|
$205,821 |
Janice L. Williams |
2/18/2016 |
SEIP |
$235,055 |
$332,994 |
$391,758 |
|
|
|
|
|
|
|
|
2/18/2016 |
Time Vested Restricted Stock |
|
|
|
|
|
|
5,500 |
|
|
$250,253 |
|
2/18/2016 |
PRSUs |
|
|
|
1,481 |
2,962 |
4,443 |
|
|
|
$126,195 |
Eagle Bancorp, Inc. |
|
2017 Proxy Statement |
The payouts under Estimated Future Payouts Under Non-Equity Incentive Plan Awards reflected in the table represent the amount of formula payment which the named executive officer could have earned with respect to 2016 performance under the SEIP if each of the performance targets established by the Compensation Committee were achieved. The aggregate amount which could be earned by the named executive officers, at the target level, represented from 85% to 200% of salary in 2016. A portion of the aggregate amount is subject to the achievement of designated Company or individual performance targets. No amounts are payable if the Company does not achieve at least 85% of the net income goal . If at least the threshold performance metric is met, proportional payouts are made if performance is between payout levels. The targets were established with the expectation that the goals were stretch goals, representing performance standards in excess of expected results. The attainment of target-plus levels poses highly challenging goals to performance achievement and represents a substantial percentage return on incentive costs. The amounts paid in 2017 pursuant to the SEIP for 2016 performance, represented from 95% to 300% of base salary for the named executive officers. The actual amounts earned with respect to 2016 performance, which reflect payments for achievement of results in certain categories in excess of target levels, are reflected in the Summary Compensation Table for 2016 in the column labeled Nonequity Incentive Plan Compensation. The foregoing table does not reflect rights to purchase shares of common stock at a discount to the market price granted to or exercised by named executive officers during 2016 under the Companys 2011 Employee Stock Purchase Plan, which is generally available to substantially all employees.
|
Eagle Bancorp, Inc. |
|
2017 Proxy Statement |
Outstanding Equity Awards at Fiscal Year-End
Eagle Bancorp, Inc. |
|
2017 Proxy Statement |
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|
|
|
(4) Represents grant of restricted stock in lieu of participation in SERP. Award vests in four equal installments commencing on the first anniversary of the date of grant.
(5) Represents grant of restricted stock pursuant to the Companys 2006 Stock Plan. Award vests in three equal annual installments commencing on the first anniversary of the date of grant.
(6) Represents grant of restricted stock pursuant to the Companys 2006 Stock Plan. Award vests in four equal annual installments commencing on the first anniversary of the date of grant.
(7) Represents grant of restricted stock pursuant to the Companys 2006 Stock Plan. Award vests in three equal annual installments commencing on the first anniversary of the date of grant.
(8) Represents grant of restricted stock pursuant to the Companys 2006 Stock Plan. Award vests in three equal annual installments commencing on the first anniversary of the date of grant.
(9) Represents grant of PRSUs pursuant to the Companys 2006 Stock Plan. Award vests in one installment on the third anniversary of the date of grant if underlying performance goals relating to three year measurement period are met.
(10) Represents grant of time-vested restricted stock pursuant to the Companys 2006 Stock Plan. Award vests in three equal annual installments commencing on the first anniversary of the date of grant. |
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|
|
|
Options Exercised and Stock Vested
Eagle Bancorp, Inc. |
|
2017 Proxy Statement |
The Bank provides a benefit program which includes health and dental insurance, life and long term and short term disability insurance, and a 401(k) plan under which the Company makes matching contributions up to 3% of an employees salary, for all officers and employees working 1,000 hours or more in a calendar year. Executive officers and directors also are provided long term care insurance. The Company also maintains the 2011 Employee Stock Purchase Plan, which is a qualified plan under Section 423 of the Internal Revenue Code (the ESPP). Under the ESPP, substantially all employees other than certain part time employees and those who have not been with the Company for at least six months, and employees who are greater than 5% shareholders, are eligible to purchase shares of the Companys common stock at a discount to the market price. |
During 2016, the Company maintained three equity compensation plans, the 1998 Stock Option Plan (the 1998 Plan), the 2006 Stock Plan (the 2006 Stock Plan), and the 2016 Stock Plan (the 2016 Stock Plan), each of which has been approved by shareholders. The purpose of each plan is to attract, retain, and motivate key officers, employee and directors of the Company and the Bank by providing them with a stake in the success of the Company as measured by the value of its shares. As of December 31, 2016, no options to purchase shares of common stock remained outstanding under the 1998 Plan. No further options can be granted under the 1998 -2006 Plans.
Under the 2006 Stock Plan, as amended, an aggregate of 1,996,500 shares of common stock are subject to issuance upon the exercise of incentive stock options (ISOs), non-incentive stock options (Non-ISOs) and SARs, and the award of shares of restricted stock, including performance based restricted stock units (PRSUs), to such employees as the Committee may designate, and for the issuance of Non-ISOs or restricted stock to directors and advisory board members of the Company, the Bank, and their affiliates. In the event of any merger, consolidation, recapitalization, reorganization, reclassification, stock dividend, split-up, combination of shares or similar event in which the number or kind of shares is changed without receipt or payment of consideration by the Company, the number and kind of shares of stock as to which options, SARs and restricted stock may be awarded under the 2006 Stock Plan, the affected terms of all outstanding options, SARs and shares of restricted stock, and the aggregate number of shares of common stock remaining available for grant under the 2006 Stock Plan will be adjusted. As of December 31, 2016, options to purchase an aggregate of 209,255 shares of common stock, and unvested awards of an aggregate of 296,192 shares of restricted stock and PRSUs were outstanding under the 2006 Plan. No further options or awards can be granted under the 2006 Plan.
Under the 2016 Stock Plan, as amended, an aggregate of 1,000,000 shares of common stock are subject to issuance upon the exercise of ISOs, Non-ISOs and SARs, and the award of shares of restricted stock and PRSUs to such employees as the Committee may designate, and for the issuance of Non-ISOs or restricted stock and PSRUs to directors and advisory board members of the Company, the Bank, and their affiliates. In the event of any merger, consolidation, recapitalization, reorganization, reclassification, stock dividend, split-up, combination of shares or similar event in which the number or kind of shares is changed without receipt or payment of consideration by the Company, the number and kind of shares of stock as to which options, SARs and restricted stock may be awarded under the 2016 Stock Plan, the affected terms of all outstanding options, SARs and shares of restricted stock, and the aggregate number of shares of common stock remaining available for grant under the 2016 Stock Plan will be adjusted. As of December 31, 2016, options to purchase an aggregate of 1,500 shares of common stock were outstanding under the 2016 Plan, no awards of restricted stock or PRSUs were outstanding, and 998,500 shares remained available for the grant of additional awards.
In connection with the acquisition of Fidelity, the Company assumed Fidelitys option plans. Options to purchase an aggregate of 237,100 shares of common stock were assumed in connection with the acquisition, of which 1,409 remained outstanding as of December 31, 2016. No further options can be granted under Fidelitys plans.
In connection with the acquisition of VHB, the Company assumed VHBs option plans. Options to purchase an aggregate of 401,497 shares of common stock were assumed in connection with the acquisition, of which 4,695 remained outstanding as of December 31, 2016. No further options can be granted under VHBs plans. |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
The following table provides information regarding the present value of the accumulated benefit to each of the named executive officers based on the number of years of credited service under the SERP as of December 31, 2016. Please refer to the discussion under the caption Supplemental Executive Retirement Plan and accompanying the Summary Compensation Table for additional information regarding the SERP. |
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|
|
|
|
|
|
|
|
Name |
Plan Name |
Number of Years
|
Present Value of
|
Payments During
|
|
|
Ronald D. Paul |
N/A |
N/A |
N/A |
N/A |
|
|
James H. Langmead |
Supplemental Executive Retirement and Death Benefit Agreement |
12 |
$1,078,490 |
$-- |
|
|
Antonio F. Marquez |
Supplemental Executive Retirement and Death Benefit Agreement |
6 |
$144,197 |
$-- |
|
|
Susan G. Riel |
Supplemental Executive Retirement and Death Benefit Agreement |
19 |
$1,655,489 |
$-- |
|
|
Janice L. Williams |
Supplemental Executive Retirement and Death Benefit Agreement |
14 |
$280,555 |
$-- |
|
|
Certain Relationships and Related Transactions
The Bank has had, and expects to have in the future, banking transactions in the ordinary course of business with some of the Companys directors, executive officers, and their associates. All of such transactions have been on substantially the same terms, including interest rates, maturities and collateral requirements as those prevailing at the time for comparable transactions with non-affiliated persons and did not involve more than the normal risk of collectability or present other unfavorable features. Loans to insiders require approval by the Board of Directors, with any interested director not participating. The Company also applies the same standards to any other transaction with an insider. Additionally, loans and other related party transactions involving Company directors must be reviewed and approved by the Audit Committee. The maximum aggregate amount of loans (including lines of credit) to officers, directors and affiliates |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
of the Company during the year ended December 31, 2016 amounted to $82.6 million, representing approximately 9.8% of the Companys total shareholders equity at December 31, 2016. In the opinion of the Board of Directors, the terms of these loans are no less favorable to the Bank than terms of the loans from the Bank to unaffiliated parties. On December 31, 2016, $52.6 million of loans were outstanding to individuals who, during 2016, were officers, directors or affiliates of the Company. At the time each loan was made, management believed that these loans involved no more than the normal risk of collectability and did not present other unfavorable features. None of such loans were classified as Substandard, Doubtful or Loss.
The Bank leases certain office space from limited liability companies in which Mr. Paul or a trust for the benefit of Mr. Pauls children has a majority interest. During 2016, the Bank paid an aggregate of approximately $1.9 million in rent in respect of these properties, excluding certain pass through expenses; such leases reflect market rates at the time of lease negotiation.
Mr. Rogers is a partner in the law firm Shulman, Rogers, Gandal, Pordy & Ecker, P.A. which has provided, and continues to provide, legal services to the Company and its subsidiaries. During 2016, the Company and its subsidiaries paid aggregate fees of approximately $1.0 million to that firm. Fees are based on hourly rates at standard firm rates or below.
Ryan Riel, the son of Ms. Riel, is employed by the Bank as a Lending Group Leader. During 2016, Mr. Riels total compensation was $684,753, including base salary, incentive bonus payments and awards of restricted stock. Mr. Riels compensation is determined on the same basis as all other comparable employees, and is determined by the Compensation Committee, without any participation or input by Ms. Riel.
William Sherrill, a son-in-law of Ms. Riel, is, employed by the Bank as a mortgage loan officer. During 2016, Mr. Sherrills total compensation was $267,560, which was primarily commission and incentive income. Mr. Sherrills compensation is determined on the same basis as other comparable employees under a defined commission plan, without any participation or input by Ms. Riel.
Kenneth Van Valkenburgh, the brother-in-law of Mr. Paul, is employed by the Bank as a Vice President, Insurance Sales. During 2016, Mr. Van Valkenburghs total compensation was $199,108, including base salary, an incentive bonus payment and an award of restricted stock. Mr. Van Valkenburghs compensation is determined on the same basis as other comparable employees, without any participation or input by Mr. Paul.
Trevor Matese, the son of Ms. Williams, is employed by the bank as a Relationship Manager in the Commercial Real Estate Group. During 2016, Mr. Mateses total compensation was $157,129 including base salary and incentive payments. Mr. Mateses compensation is determined on the same basis as other comparable employees, without any participation or input by Ms. Williams. |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
The Audit Committee of the Board of Directors has selected Dixon Hughes Goodman LLP (DHG) as the Companys independent registered public accounting firm to audit the Companys financial statements for the fiscal year ending December 31, 2017. Representatives of DHG are expected to be present at the meeting and available to respond to appropriate questions. The representatives also will be provided with an opportunity to make a statement, if they desire. Services provided to the Company and its subsidiaries by DHG in 2016 are described under Fees Paid to Independent Account Firms below. Additional information regarding the Audit Committee is provided in the Report of the Audit Committee and under the caption Election of Directors - Meetings, Committees and Procedures of the Board of Directors.
As previously disclosed, effective June 1, 2016, substantially all directors and employees of the Companys former independent registered public accounting firm, Stegman & Company (Stegman) joined DHG. As a result, effective June 1, 2016, Stegman resigned as the Companys independent registered public accounting firm. The Audit Committee of the Board of Directors engaged DHG to serve as the Companys independent registered public account firm effective June 1, 2016. The reports of Stegman on the consolidated financial statements of the Company as of December 31, 2015 and December 31, 2014, and for the three fiscal years ended December 31, 2015, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Companys fiscal years ended December 31, 2015 and 2014 and the subsequent interim period from January 1, 2016 to the date of Stegmans resignation, (i) there were no disagreements between the Company and Stegman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Stegman, would have caused Stegman to make reference to the subject matter of such disagreements in connection with its audit reports on the Companys financial statements, (ii) there were no reportable events as within the meaning of Item 304(a)(1)(v) of Regulation S-K and (iii) the Company did not consult with DHG regarding any of the matters set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K. |
Vote Required and Board Recommendation
The affirmative vote of a majority of votes cast on the proposal is required for approval of the ratification of the appointment of the independent registered public accounting firm. If the shareholders fail to ratify this appointment, the Audit Committee will reconsider whether to retain DHG, and may retain DHG or another firm, without resubmitting the matter to shareholders. The Board of Directors recommends that shareholders vote FOR the ratification of the appointment of DHG as the Companys independent registered public accounting firm. |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Fees Paid to Independent Accounting Firms
During 2016, the aggregate amount of fees billed to the Company by DHG for services rendered by it for the audit of the Companys financial statements and review of financial statements included in the Companys reports on Form 10-Q, and for services normally provided in connection with statutory and regulatory filings was $257,875, and the amount Stegman billed for such services was $81,095. In 2015, Stegman billed $263,814 for such services. |
During 2016, the aggregate amount of fees billed to the Company by DHG for services related to the performance of audit services was $61,565, and the amount Stegman billed for such services was $10,500. These services included services in connection with the Companys securities and regulatory fillings and HUD audits. During 2015, the aggregate amount of fees billed to the Company by Stegman for services related to the performance of audit services was $62,750. These services included services in connection with securities and regulatory filings, and HUD and SBLF audits. |
During 2016, the aggregate amount of fees billed to the Company by DHG for tax advice, compliance and planning services was $17,000, and the amount Stegman billed for such services was $5,000. In 2015, Stegman billed $31,825 for such services. |
No other fees were billed to the Company by either DHG and Stegman for years 2016 or 2015.
None of the engagements of DHG and Stegman to provide non-audit services was made pursuant to the de minimis exception to the pre-approval requirement contained in the rules of the Securities and Exchange Commission and the Companys Audit Committee charter. Audit services may not be approved under the de minimis exception. |
Eagle Bancorp, Inc. |
2017 Proxy Statement |
Proposal 3: Non-Binding Advisory Vote on Executive Compensation
Section 14A of the Securities Act of 1934, added as Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rules of the Securities and Exchange Commission adopted thereunder (Section 14A), requires that not less than once every three years, a separate, advisory, shareholder resolution to approve the compensation of executives, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, must be included in the Companys proxy materials for the annual meeting. As a result, the Company is providing shareholders with the opportunity to cast a non-binding advisory vote at the meeting to approve the compensation of the Companys executives. This proposal, commonly known as a Say-on-Pay proposal, gives shareholders the opportunity to endorse or not endorse our executive pay program through the following resolution:
RESOLVED , that the shareholders approve the compensation of the Companys named executive officers, as disclosed in this proxy statement for the 2017 Annual Meeting pursuant to the rules of the Securities and Exchange Commission, which disclosure includes the Compensation Discussion and Analysis section, the tabular disclosure regarding named executive officer compensation and the accompanying narratives.
Because this vote is advisory, it will not be binding upon the Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements. Under Section 14A, the vote may not be construed as overruling a decision by the Company or the Board of Directors, changing or implying any change in the fiduciary duties of the Company or the Board of Directors; or creating or implying any additional fiduciary duty of the Company or the Board of Directors.
Shareholders are encouraged to read the section of this proxy statement titled Compensation Discussion and Analysis including the tabular disclosure regarding named executive officer compensation, together with the accompanying narrative disclosures.
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Vote Required and Board Recommendation
The affirmative vote of a majority of the votes cast at the meeting on the proposal is required for the approval of this resolution. It is expected that all of the shares of the common stock entitled to vote on the proposal over which directors of the Company exercise voting power will be voted for the proposal. We believe our compensation policies are strongly aligned with the long term interests of the Company and its shareholders. As such, the Board of Directors recommends that shareholders vote FOR approval of this non-binding advisory resolution.
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Eagle Bancorp, Inc. |
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2017 Proxy Statement |
Proposal 4: Non-Binding Advisory Vote on Frequency of Executive Compensation Advisory Votes
Pursuant to Section 14A, the Company is also providing shareholders with the opportunity to cast a non-binding advisory vote at the meeting on whether a non-binding advisory shareholder resolution to approve the compensation of the Companys named executive officers (the Say-on-Pay advisory vote in Proposal 3 above) should occur every year, every two years or every three years. The Company is required to present this issue to shareholders not less than once every six years.
Shareholders should mark their proxy cards or voting forms to indicate whether they want Say-on-Pay votes to occur every year, every two years or every three years, or if they wish to abstain.
After careful consideration, including consideration of the views expressed by shareholders and the proxy advisory firms, the Board of Directors believes that shareholder Say-on-Pay advisory votes on executive compensation should be conducted every year . The recommendation is based upon the premise that named executive officer compensation is evaluated, adjusted and approved on an annual basis by the Board of Directors upon a recommendation from the Compensation Committee and the belief that investor sentiment should be a factor taken into consideration by that committee in making its annual determinations. The Board of Directors considers the Say-on-Pay vote as a direct communication vehicle with the Companys shareholders, and believes that such communication should be consistent and timely.
Because this vote is advisory, it will not be binding upon the Board of Directors. However, the Board of Directors will take into account the views expressed by shareholders when considering how often to hold future Say-on-Pay votes. Under Section 14A, the vote may not be construed as overruling a decision by the Company or the Board of Directors, changing or implying any change in the fiduciary duties of the Company or the Board of Directors; or creating or implying any additional fiduciary duty of the Company or the Board of Directors.
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Vote Required and Board Recommendation
The Board of Directors recommends that shareholders vote FOR having future Say-on-Pay votes every year . Shareholders should note that they are being asked to indicate how often they want future votes to occur, and are not engaging in an up or down vote on the Boards recommendation.
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The Company will provide, without charge, to any shareholder entitled to vote at the meeting or any beneficial owner of common stock solicited hereby, a hard copy of its Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission, upon the written request of such shareholder. Requests should be directed to Jane E. Cornett, Corporate Secretary, at the Companys executive offices, 7830 Old Georgetown Road, Bethesda, Maryland 20814. It is also available electronically through www.sec.gov and www.eaglebankcorp.com.
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Eagle Bancorp, Inc. |
2017 Proxy Statement |
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Companys directors and executive officers, and persons who own more than ten percent of the common stock, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission, and to provide the Company with copies of all Forms 3, 4, and 5 they file.
Based solely upon the Companys review of the copies of the forms which it has received and written representations from the Companys directors, executive officers and ten percent shareholders, the Company is not aware of any failure of any such person to comply with the requirements of Section 16(a), except that: one Form 4 for Mr. Langmead reporting two transactions in an untimely manner was filed and one Form 4 reporting one transaction for Ms. Williams and one Form 4 reporting two transactions for Mr. Marquez, were not filed in a timely manner.
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The Board of Directors of the Company is not aware of any other matters to be presented for action by shareholders at the meeting. If, however, any other matters not now known are properly brought before the meeting or any adjournment thereof, the persons named in the accompanying proxy will vote such proxy in accordance with their judgment on such matters.
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All shareholder proposals to be presented for consideration at the next annual meeting and to be included in the Companys proxy materials must be received by the Company no later than December 31, 2017. Shareholder proposals for nominations for election as director must be received by the Company no later than January 3, 2018. In order to be eligible for consideration at the next annual meeting of shareholders, the Company must receive notice of shareholder proposals for business other than the election of directors to be conducted at the annual meeting which are not proposed to be included in the Companys proxy materials not less than thirty and not more than ninety days before the date of the annual meeting, or if less than forty five days notice of the meeting is given, by the earlier of two days before the meeting and fifteen days after the notice of the meeting is mailed. |
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By Order of the Board of Directors |
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Jane E. Cornett, Corporate Secretary |
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April 3, 2017 |
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Eagle Bancorp, Inc. |
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2017 Proxy Statement |
PROXY
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby makes, constitutes and appoints Steven Fanaroff and Bruce H. Lee and each of them (with the power of substitution), proxies for the undersigned to represent and to vote, as designated below, all shares of common stock of Eagle Bancorp, Inc. (the Company) which the undersigned would be entitled to vote if personally present at the Companys Annual Meeting of Shareholders to be held on May 18, 2017 at the Bethesda Marriott Hotel, 5151 Pooks Hill Road, Bethesda, Maryland 20814 at 10:00 A.M. Eastern Daylight Time and at any adjournment or postponement of the meeting.
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR all of the nominees set forth, FOR the proposal to ratify the appointment of the independent registered public accounting firm, FOR the resolution approving the Companys named executive officer compensation and for holding future advisory votes on executive compensation EVERY YEAR. In addition, this proxy will be voted at the discretion of the proxy holder(s) upon any other matter which may properly come before the meeting or any adjournment or postponement of the meeting.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE
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Important Notice Regarding the Availability of Proxy Materials for the Annual
Meeting of Shareholders to be held May 18, 2017
The Proxy Statement, our Annual Report on Form 10-K for the year ended
December 31, 2016 and our Report to Shareholders are available at
http://viewproxy.com/eaglebankcorp/2017/
The Board of Directors recommends a vote FOR the listed nominees, and FOR Proposals 2 and 3, and for 1 year proposal 4 |
Please mark your votes like this
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PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. |
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Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Daylight Savings Time, on May 18, 2017.
CONTROL NUMBER
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PROXY VOTING INSTRUCTIONS
Please have your 11 digit control number ready when voting by Internet or Telephone
INTERNET Vote Your Proxy on the Internet:
Go to
www.AALvote.comEGBN
Have your proxy card available
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TELEPHONE Vote Your Proxy by Phone:
Call 1 (866) 804-9616
Use any touch-tone telephone to
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Vote Your Proxy by Mail:
Ma
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sign,
and
date
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1 Month Eagle Bancorp Chart |
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