DEF 14A of Eagle Bancorp Inc, Apr 3, 2024

DEF 14A of Eagle Bancorp Inc

Filed Apr 3, 2024 · FY20230001050441-24-000062

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors The Board of Directors has nominated nine persons for election as directors at the 2024 Annual Meeting, for a term until the 2025 Annual Meeting of Shareholders or until their successors have been elected and qualified. All nominees currently serve as directors on our Board and were elected by you at our 2023 Annual Meeting of shareholders. •Average age of independent directors: 60 years •Independent directors: 78% of board •Board refreshment: 8 new directors in last eight years •Board representation by directors identifying as women: 44% •Board representation by directors identifying as racial and ethnic minorities: 11% We are presenting for election by the shareholders the following nine nominees to our Board of Directors. We are proud of our Board members and the diversity found in the group.

  2. Proposal 1: Election of Directors

    | Name | Age | Director Since | Independent | Principal Occupation | Committee Memberships | | Matthew D. Brockwell | 62 | 2019 | Yes | Chief Financial Officer of the University of Oklahoma | Governance & Nominating (Chair) and Audit | | Steven J. Freidkin | 40 | 2021 | Yes | CEO and Founder of Ntiva | Technology Oversight (Chair) and Risk | | Theresa G. LaPlaca | 64 | 2019 | Yes | Founder & President – TLP Leadership Advisory Services | Risk (Chair) and Audit | | A. Leslie Ludwig | 62 | 2019 | Yes | Co-founder – L&L Advisors | Compensation (Chair) and Risk | | Norman R. Pozez | 69 | 2008 | No | Chairman and CEO – Uniwest Companies, Inc. | Technology Oversight | | Kathy A. Raffa | 65 | 2018 | Yes | (Retired) Office Managing Partner – Marcum, LLP | Audit (Chair) and Governance & Nominating | | Susan G. Riel | 74 | 2017 | No | President & CEO: Eagle Bancorp and EagleBank | Technology Oversight | | James A. Soltesz | 69 | 2019 | Yes | CEO – Soltesz, Inc. | Compensation, Governance & Nominating and Risk | | Benjamin M. Soto | 55 | 2019 | Yes | Principal of Premium Title and Escrow, LLC | Compensation and Technology Oversight |

  3. Proposal 1: Election of Directors

    Unless you vote AGAINST, or ABSTAIN with respect to, 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. Each of the nominees for election as a director currently serves as a member of the Board of Directors of the Company and as a member of the Board of Directors of the Bank. 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 person named as proxy. 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. Pozez and Ms. Riel, 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, Compensation, and Governance & Nominating 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. Additionally, each of the persons who served on the Board of Directors during fiscal year 2023 (including Mr. Ernest

  4. Proposal 1: Election of Directors

    | Eagle Bancorp, Inc. | 11 | 2024 Proxy Statement |

  5. Proposal 1: Election of Directors

    D. Jarvis, a former independent director of the Company and the Bank who did not stand for reelection as a director at the 2023 Annual Meeting), was independent within the meaning of Rule 5605(a)(2), other than Mr. Pozez and Ms. Riel. 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 that are disclosed under “Certain Relationships and Related Party 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 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 person’s principal occupation for at least the last five years. Each of the nominees also serves as a director of the Bank as it is the Company’s policy to have the same members on the boards of the Company and the Bank.

  6. Nominees for the Board of Directors

    Nominees for the Board of Directors Matthew D. Brockwell - SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER, THE UNIVERSITY OF OKLAHOMA Matthew Brockwell became the Chief Financial Officer of the University of Oklahoma ("OU") in December 2021. He is responsible for all aspects of the University’s financial management as well as risk management, information technology, and human resources. Prior to his role at OU, Mr. Brockwell was a CPA and spent 21 years as a Financial Services Audit Partner with PricewaterhouseCoopers LLP ("PwC"). There he held leadership roles in PwC’s US Financial Services practice. He has over 36 years of experience working with financial services firms in the US and abroad. His practice included both SEC registered and privately held companies, as well as both foreign and US financial regulators. Mr. Brockwell obtained a B.A. from the University of Oklahoma, an MBA from the Columbia Graduate School of Business and attended the Stonier Graduate School of Banking. Steven J. Freidkin - CEO AND FOUNDER OF NTIVA, INC. Steven Freidkin has over 25 years of experience in the field of IT and is the CEO and founder of Ntiva, Inc., a full-service technology firm offering managed IT services and support, including cyber security services and advanced IT consulting. Founded in 2004, Ntiva now has over 450 employees who serve over 1,400 clients. Mr. Freidkin, an alumnus of the Robert H. Smith School of Business at the University of Maryland, has led Ntiva through two successful partnership transactions as well as more than a dozen acquisitions. Mr. Freidkin works with Ntiva clients to align their growth efforts with efficient, secure technology creating an environment for businesses to thrive. Mr. Freidkin's philanthropic work and charitable giving have all focused on helping people and their businesses. He is an active member on a multitude of boards and organizations including Young Presidents Organization (YPO), Capital Camps & Retreat Center and American Friends of the Hebrew University. Theresa G. LaPlaca - FOUNDER & PRESIDENT OF TLP LEADERSHIP ADVISORY SERVICES, LLC Theresa G. LaPlaca is a Leadership Coach for TLP Leadership Advisory Services, a firm she founded after her retirement as an Executive Vice President at Wells Fargo & Company. Prior to her retirement in 2019, she was the Executive Vice President and Head of the Conduct Risk Management Group and a member of the Management Committee at Wells Fargo. Prior to that she was the Chief Financial Officer of Wells Fargo’s Wealth and Investment Management businesses. Ms. LaPlaca previously served as the Chief Financial Officer for CitiStreets Retirement Services Division. She is a past member of the Queens University of Arts Advisory Board and previously served as a Board Director and Treasurer of the Nevins Foundation and the St. Anthony Foundation of Charlotte. Ms. LaPlaca obtained a Bachelors in Education from Shenandoah University. A. Leslie Ludwig - CO-FOUNDER OF L&L ADVISORS A. Leslie Ludwig is the co-founder of L&L Advisors, a commercial real estate consulting firm, and a retired Partner and Chairperson of the Management Committee at JBG Smith (formerly The JBG Companies), where she oversaw the Finance, Accounting, Human Resources, Investor Relations, Insurance and Marketing functions. In 2012, Ms. Ludwig started a women's initiative at The JBG Companies to lead diversity efforts for the company. Ms. Ludwig serves on

  7. Nominees for the Board of Directors

    | Eagle Bancorp, Inc. | 12 | 2024 Proxy Statement |

  8. Nominees for the Board of Directors

    the board of the Frostburg State University Foundation and was formerly a member of CREW (Commercial Real Estate Women), on the Investment Advisory Committee for the National Multifamily Housing Corporation, the Virginia Tech Real Estate Industry Advisory Board and the Advisory Board of CREW. Ms. Ludwig obtained a B.A. from Frostburg State University. Norman R. Pozez - EXECUTIVE CHAIRMAN OF EAGLE BANCORP, INC.; EXECUTIVE CHAIRMAN OF EAGLEBANK; CHAIRMAN & CHIEF EXECUTIVE OFFICER OF UNIWEST COMPANIES Norman Pozez is Chairman and Chief Executive Officer of The Uniwest Companies which include, Uniwest Construction, Inc., Uniwest Commercial Realty, Inc., and Uniwest Hospitality, Inc. Prior to these appointments, Mr. Pozez was Chief Operating Officer of The Hair Cuttery of Falls Church, Virginia, and served as Regional Director of Real Estate and Construction for Payless Shoe Source. Mr. Pozez is a licensed Real Estate Broker in Washington, D.C., Maryland and Virginia. Mr. Pozez obtained an A.B. Degree, magna cum laude, from Washington University in St. Louis and a JD from the Washburn University School of Law. Kathy A. Raffa - (Retired) OFFICE MANAGING PARTNER OF MARCUM, LLP'S WASHINGTON, D.C., REGION Kathy Raffa was the former Office Managing Partner for Marcum LLP’s Washington, D.C. region, one of the largest independent public accounting and advisory services firms in the nation, prior to her retirement in October 2023. Previously Ms. Raffa was the President of Raffa, PC, a top 100 accounting firm based in Washington, D.C., until its merger in 2018 with Marcum, LLP. She was an Audit Partner for thirty years and oversaw a wide range of services for nonprofit clients. Prior to Raffa, PC, she spent the first 10 years of her career at Coopers & Lybrand (now PwC). She has CPA certificates from the District of Columbia and Maryland and is a recent former member of the Board of Trustees of Trinity Washington University. Ms. Raffa obtained a Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania. Susan G. Riel - PRESIDENT & CHIEF EXECUTIVE OFFICER OF EAGLE BANCORP, INC.; PRESIDENT & CHIEF EXECUTIVE OFFICER OF EAGLEBANK Ms. Riel is President and Chief Executive Officer of the Company and Bank. She is responsible for leading the Bank’s overall growth strategies and enhancing shareholder value. Prior to being named CEO in 2019, Ms. Riel was Senior Executive Vice President and Chief Operating Officer of the Bank, and Executive Vice President of the Company. Ms. Riel has been with the Company since 1998, and has been a member of the Company Board of Directors since 2017 and the Bank Board since 2018. Ms. Riel is a Corporate Advisory Council member for Children’s National and serves on the Innovation Committee for George Mason University. In addition, Ms. Riel is also a Board member of the EagleBank Foundation. James A. Soltesz - CHIEF EXECUTIVE OFFICER OF SOLTESZ, INC. James Soltesz has served as Chief Executive Officer of Soltesz, Inc., an engineering and consulting firm, since 2000. Mr Soltesz serves on the Board of Directors of the Montgomery County Economic Development Corporation. He formerly 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 the Catholic Charities Foundation. Mr. Soltesz also chaired the Montgomery County Executive Business Advisory Board, and has served as a director of the Bank since 2007. Mr. Soltesz holds 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. Benjamin M. Soto - PRINCIPAL OF PREMIUM TITLE & ESCROW, LLC Benjamin Soto is a real estate transactions attorney and principal of Premium Title and Escrow, LLC, a Washington, D.C.-based full service title company providing commercial and residential real estate closings in DC, MD and VA. He is also the owner of Paramount Development, LLC, which is focused on the acquisition and ground up development of commercial buildings and hotels in Washington, D.C. He is a former board member of the National Bar Association, and 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 Public Education Fund and the National Foundation for Affordable Housing Solutions. Mr. Soto has served as a Director of the Bank since 2006. Mr. Soto earned a B.S. in Finance & Administration from the American University and a JD from the Washington College of Law.

  9. Nominees for the Board of Directors

    | Eagle Bancorp, Inc. | 13 | 2024 Proxy Statement |

  10. Director Compensation

    Director Compensation The following table sets forth information regarding the fee rate schedule approved for the non-employee directors of the Company in 2023. Members of the Boards of Directors who are employees of the Company or Bank do not receive additional cash compensation for service on the Board of Directors.

  11. Director Compensation

    | Retainers | | | Annual Cash Retainer – Company | $10,000 | | Annual Cash Retainer – Bank | $5,000 | | Annual Committee Chair Retainers: | | | •Audit | $50,000 | | •Compensation | $50,000 | | •Governance & Nominating | $50,000 | | •Technology Oversight Committee | $50,000 | | •Risk Committee | $50,000 | | •Credit Oversight Committee of the Bank(1) | $— | | Annual Lead Independent Director Retainer | $50,000 | | Per Meeting Fees | | | Committee Chair | $3,000 | | Board or Committee – Company & Bank | $1,500 |

  12. Director Compensation

    (1) The Risk Committee assumed the role and responsibilities of the Credit Oversight Committee of the Bank's Board of Directors effective April 1, 2023. No Credit Oversight Committee chair retainer fees were paid in 2023. Non-employee directors also receive an annual award of restricted stock. The 2023 awards vest in three annual installments commencing on the first anniversary of the date of grant, subject generally to continued service through each vesting date. In addition, the unvested portion of the 2023 restricted stock awards will generally accelerate in full upon the death or disability of the non-employee director or the occurrence of a change in control, in each case while the non-employee director remains in service.

  13. Director Compensation

    | Eagle Bancorp, Inc. | 21 | 2024 Proxy Statement |

  14. Director Compensation

    The following table sets forth the actual amounts of compensation paid to each non-employee director for service as a member of the Board of Directors of the Company in 2023 other than Mr. Pozez, our Executive Chairman, whose compensation is set forth in the Summary Compensation Table, in the section "Executive Compensation Tables".

  15. Director Compensation

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(1)(2) | Option Awards(3) | All Other Compen-sation(4) | Total | | Matthew D. Brockwell | $114,500 | $299,993 | $— | $— | $414,493 | | Steven J. Freidkin | $126,500 | $299,993 | $— | $— | $426,493 | | Ernest D. Jarvis(1) | $22,500 | $— | $— | $— | $22,500 | | Theresa G. LaPlaca | $113,000 | $299,993 | $— | $3,103 | $416,096 | | A. Leslie Ludwig | $99,500 | $299,993 | $— | $— | $399,493 | | Kathy A. Raffa | $117,500 | $299,993 | $— | $3,103 | $420,596 | | James A. Soltesz | $114,250 | $299,993 | $— | $2,858 | $417,101 | | Benjamin M. Soto | $48,000 | $299,993 | $— | $1,433 | $349,426 |

  16. Director Compensation

    (1)Mr. Ernest D. Jarvis, a former independent director of the Company, received no stock awards nor option awards in 2023. Upon completion of his services rendered to the Board in May 2023 and as approved by the Compensation Committee, Mr. Jarvis's then-unvested restricted shares, with a grant date fair value of $117,000, immediately vested at the time of his departure. (2)Represents the grant date fair value of shares of restricted stock awarded during 2023. Grant date fair value is calculated based on the closing price of the Company common stock as of the date of the grant. See Note 16 – Stock-Based Compensation in our 2023 Form 10-K. (3)At December 31, 2023, there were no outstanding option awards, vested or unvested, held by non-employee directors. (4)Premiums on long-term care insurance provided to non-employee directors. The table below discloses shares awarded in February 2023 and unvested shares in restricted stock, including the February 2023 awards, as of December 31, 2023:

  17. Director Compensation

    | Name | Stock Awards in Shares | Unvested Shares in Restricted Stock | | Matthew D. Brockwell | 6,406 | 11,852 | | Steven J. Freidkin | 6,406 | 8,429 | | Theresa G. LaPlaca | 6,406 | 11,852 | | A. Leslie Ludwig | 6,406 | 11,852 | | Kathy A. Raffa | 6,406 | 11,852 | | James A. Soltesz | 6,406 | 11,852 | | Benjamin M. Soto | 6,406 | 11,852 |

  18. 2023 Executive Compensation Highlights

    2023 Executive Compensation Highlights In 2023, the Compensation Committee worked diligently with management to make prudent decisions with regards to our executive compensation throughout the year. Notable executive pay outcomes and key decisions include: •Base salary increases for our NEOs ranged from 3% to 7% based on experience, performance and contribution of the individual executive. •Annual incentives under our SEIP did not pay out based on 2023 performance, notably that our adjusted net income was less than 85% of target. No adjustments were made to annual incentive metrics, nor were discretionary bonuses paid. This reinforces our pay-for-performance philosophy. •LTI awarded in 2023 continued to be 50% performance based and subject to rigorous performance goals, requiring that we perform at the 50th percentile for the threshold level of payout and at the 62.5th percentile for target. •Our 2021 PRSUs paid out at 47.2% of target based on our Return on Average Assets compared to KRX. Our TSR during the performance period was below threshold rank compared to KRX and that metric did not pay out. •CEO pay declined, primarily driven by the lack of payout on our SEIP.

  19. 2023 Shareholder Engagement Process and Results

    | What we heard | What we did in response | | SEIP: Maximum SEIP opportunity was considered high for our industry and against peers. | •For 2024, target opportunities were decreased materially from 200% of salary to 110% for the CEO and for the NEOs listed here, targets were reduced from ranges of 110%-125% of salary to ranges between 60%-80%. The maximum opportunity for our CEO was reduced from 325% of salary and is now capped at 220%. | | SEIP: Desire for more transparency in the annual incentive design. | •For 2024 we have simplified the plan design and have transitioned to a more traditional and transparent design with threshold, target and maximum performance and payout levels. | | LTIP: Investor topics included how LTI was determined, relative metrics and the % of performance-based awards. | •For grants made in 2024, we increased the percentage of our total LTIP weighted toward PRSUs from 50% to 60% •We have also maintained our practice of requiring rigorous performance at the 62.5th percentile to achieve payouts at target and at least the 50th percentile for any PRSUs to vest. | | Employment Agreements: Investors commented on the open-ended nature and the 5% annual automatic increase in our Chairman’s retainer | •We removed the guaranteed retirement benefit present in the prior agreement for our CEO •Amended the Chairman’s employment agreement to remove the automatic 5% annual increase and added a fixed term whereby the agreement can be terminated by either party upon 30 days written notice. •In recognition for these material changes, our CEO and Chairman did not receive any enhanced provisions to go forward compensation or guaranteed compensation. |

  20. Compensation Philosophy & Best Practices

    | Compensation Element | Purpose | Link to Performance | Fixed/ Performance-Based | Short/Long Term | | Base Salary and merit increases | Helps attract and retain executives through market-competitive base pay. | Reflects individual experience, performance and contribution of each executive. Merit salary increases are linked to individual performance and other factors. | Fixed | Short Term | | Annual Cash - Senior Executive Incentive Plan (SEIP) | Encourages achievement of short term strategic and financial performance metrics that create long term shareholder value. | Based on achievement of short term, predefined corporate performance objectives. | Performance-Based | Short Term | | Long Term Incentive Plan (LTIP) - Time Vested Restricted Shares | Aligns executives’ interests with shareholders, motivates and rewards long term sustained performance; and the time-based vesting criteria create a retention incentive through multi-year vesting. | Represents 40% of total LTIP award beginning in 2024. Amount is determined by the Compensation Committee based on Company and individual performance, among other factors. NEO must be employed on the date of vesting, with exceptions and NEO performance must be in good standing for the measurement period. | Fixed | Long Term | | Long Term Incentive Plan (LTIP) - Performance Restricted Stock Units | Aligns executives’ interests with shareholders, motivates and rewards long term sustained performance; and the performance-based vesting criteria create a retention incentive through multi-year vesting. | Represents 60% of total LTIP award beginning in 2024. The performance portion of the award is contingent on Company performance with vesting at the end of 3 years. 50% of performance criteria weighted to relative total stock return and 50% is weighted to relative return on average assets. | Performance-Based | Long Term |

  21. Compensation Philosophy & Best Practices

    | Strong Alignment with Shareholders (What We Do) | | | Compensation philosophy We believe our compensation philosophy promotes a best practice approach to compensation, including: (i) tying pay to performance and aligning with shareholder interests; (ii) attracting, retaining, and properly motivating top talent; (iii) integrating risk with compensation; (iv) maintaining strong corporate governance; and (v) transparency. | Hedging/pledging policy Executive officers are prohibited from any hedging of our shares, unvested restricted stock, or unexercised options, including through short sales. Executive officers are prohibited from pledging more than 50% of their shares as collateral and such pledged shares cannot represent more than 25% of such executive’s net worth. | | Pay at risk The majority of NEO compensation is “at-risk” and contingent on achievement of business goals that are integrally linked to shareholder value and safety and soundness. | Clawback policy The Company's clawback policy generally provides for the recoupment of erroneously awarded incentive-based compensation received by current and former executive officers (as defined in Rule 10D-1 of the Exchange Act), including our NEOs, during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement. | | Use of variable compensation in deferred equity Significant portions of NEO variable compensation is in deferred Company common stock for 2024; 40% of which is time-based restricted stock vesting over a 3-year period and 60% of which is performance-based restricted stock units ("PRSUs") vested at the end of a 3-year period. Value of equity at vesting is based on stock price at that time (in addition to achievement of pre-established goals for PRSUs). | Appropriate Peer Group Selection To make informed decisions on pay levels and pay practices, we compare ourselves against a peer group of similarly situated banks. We believe external market data is an important component of maintaining pay practices that will attract and retain top talent. | | Risk events impact pay In making pay decisions, we consider material risk and control issues, and make adjustments to compensation, if appropriate. | Responsible use of equity We manage our equity award program responsibly, using only approximately 0.82% of weighted average diluted shares in 2023. | | Share ownership guidelines Executive officers, including NEOs, are expected to own a minimum of shares of our common stock with a value equal to twice their base salary. | Shareholder outreach Each year, we solicit feedback from our top shareholders on our compensation and corporate governance programs and practices. The Compensation Committee considers this feedback when making compensation decisions. |

  22. Compensation Philosophy & Best Practices

    | Strong Alignment with Shareholders (What We Don't Do) | | No guaranteed bonuses - incentive compensation may be reduced to zero if financial metrics are not met | | No highly leveraged incentive plans that encourage excessive risk taking | | No uncapped incentive award payouts | | No repricing of options or SARs without prior shareholder approval | | No excise tax gross ups |

  23. 2023 Program Elements and Pay Decisions

    2023 Program Elements and Pay Decisions We compensate our named executive officers through a mix of: •base salary; •performance-based annual cash incentives; •long-term incentive compensation (awarded in the form of Restricted Stock Awards with three-year ratable

  24. 2023 Program Elements and Pay Decisions

    vesting periods and Performance Share Units with three-year cliff vesting periods); and •other benefits, which include certain perquisites. We believe the current mix and value of these compensation elements provide our NEOs with a total annual target compensation that is both reasonable and competitive within our markets, appropriately reflects our performance and each NEO's particular contributions to that performance, and takes into account applicable regulatory guidelines and requirements. We intend for our compensation program to be performance-based, where the opportunity to earn higher compensation (via our short- and long-term incentive plans) is provided if performance warrants. As illustrated below, the majority of our CEO's and NEOs' total direct compensation opportunity is variable ("at-risk"). The visuals below depict the mix of total target direct compensation (salary, target annual incentives, restricted stock awards and performance share units at grant date fair value (based on target performance for performance share units) set for our CEO and other NEOs for 2023.

  25. Summary of CEO Compensation

    | Compensation Component | Target 2023 | Target 2024 | Change | | Base Salary | $907,360 | $952,728 | 5% | | SEIP (%) | 200% | 110% | (90)% | | LTIP (%) | 325% | 300% | (25)% | | SEIP ($) | $1,814,720 | $1,048,001 | -$766,719 | | LTIP ($) | $2,948,920 | $2,858,184 | -$90,736 | | Total Compensation | $5,671,000 | $4,858,913 | -$812,087 |

  26. Senior Executive Incentive Plan ("SEIP")

    Senior Executive Incentive Plan ("SEIP") The Senior Executive Incentive Plan ("SEIP") was established to reward our executives for achieving or exceeding predefined Company performance goals. Under the SEIP, an executive is eligible to earn a cash award based on achievement of Company objectives. This design serves to place a significant portion of each NEOs compensation “at risk.” The Compensation Committee utilizes a formulaic approach under the SEIP, including caps on individual metrics, while reserving discretion to adjust final payouts as it deems appropriate. The SEIP aligns executive pay with performance, drives the Company's strategic goals, and rewards superior financial results. The SEIP is designed to achieve the following goals and objectives: •recognize and reward achievement of the Company's annual business goals critical to driving our long-term strategy; •motivate and reward superior performance; •attract and retain talent needed for the Company's success; •to be competitive with the market; •encourage teamwork and collaboration through shared goals; and •promote sound risk management strategies

  27. Performance metrics - Weighting and Selection Rationale

    Performance metrics - Weighting and Selection Rationale Performance metrics for 2023 were changed to reflect an increased emphasis on deposit growth. Weights were varied by executive officer based upon their respective area of responsibility and ability to directly influence results. The following table shows the weightings for 2023, the rational for selecting each metric and the range of weightings for executive officers. The Committee did not consider performance of those metrics for purposes of the SEIP since the SEIP net income requirement for funding was not met.

  28. Performance metrics - Weighting and Selection Rationale

    | Eagle Bancorp, Inc. | 30 | 2024 Proxy Statement |

  29. Performance metrics - Weighting and Selection Rationale

    | Performance Metric | CEO 2023 Weighting | Other NEO 2023 Weighting(1) | Rationale for Selection | | Earnings Per Share (diluted) | 20.0% | 10-20% | EPS was selected as a stock's multiple in relation to EPS is a much used measure of value to investors. | | Average Loan Growth (excl. HFS) | 15.0% | 15-25% | Average loans was selected as interest income from loans is the largest component of revenue. | | Average Core Deposit Growth | 15.0% | 15-25% | Deposit growth drives enhancement of franchise value and reduced reliance on wholesale funding. | | Efficiency(2) | 15.0% | 10-15% | Efficiency was selected as it provides a measure of how well expenses are controlled relative to revenue. | | Net Interest Margin | 15.0% | 10-20% | Net interest margin was chosen as it represents the spread for the primary business of the Company, originating loans and holding deposits. | | Non-Performing Assets/Assets | 10.0% | 0-15% | Non-performing assets as a percent of assets was chosen as it is a measure of the underwriting skill and risk taken in the loan portfolio. | | Operating Effectiveness | 10.0% | 5-15% | Operating Effectiveness, a non-financial measure, provides an incentive that seeks to minimize risks and protect assets, ensure accuracy of records, promote operational efficiency, and encourage adherence to policies, rules, regulations, and laws. |

  30. Performance metrics - Weighting and Selection Rationale

    (1)Weighting of each performance metric differed by NEO. (2)Noninterest expense divided by the sum of net interest income and noninterest income. The Compensation Committee approved the following performance metrics, which are aligned with the board approved budget for the year ending December 31, 2023. Below are performance metrics for each threshold, target, and target plus. The Compensation Committee did not measure actual results to performance metrics since the plan was not funded for the calendar year of 2023.

  31. Performance metrics - Weighting and Selection Rationale

    | Performance Metric | 2023 Performance Range | | | | | Threshold (85% of Target) | Target | Target Plus (115% of Target) | | Earnings Per Share (diluted) | $4.05 | $4.77 | $5.49 | | Average Loan Growth (excl. HFS) | $541,074,138 | $636,557,809 | $732,041,480 | | Average Core Deposit Growth | $539,906,589 | $635,184,222 | $730,461,855 | | Efficiency | 46.00% | 40.00% | 34.00% | | Non-Performing Assets/Assets | 0.62% | 0.54% | 0.46% | | Net Interest Margin | 2.89% | 3.40% | 3.91% | | Operating Effectiveness | — | Achieved | — |

  32. SEIP Incentive Opportunity as a percent of NEO base salary

    | SEIP Cash Incentive Payout 2023 | | | | | NEO | At Target | Actual | % of Target | | Susan G. Riel | $1,814,720 | $— | —% | | Eric R. Newell | $— | $— | —% | | Charles D. Levingston | $418,000 | $— | —% | | Ryan A. Riel | $447,398 | $— | —% | | Lindsey S. Rheaume | $492,069 | $— | —% | | Janice L. Williams | $689,715 | $— | —% |

  33. Long Term Incentive Plan ("LTIP")

    Long Term Incentive Plan ("LTIP") The Company believes that equity compensation is a critical component of a total direct compensation package which enhances the Company's ability to recruit, retain and reward key talents needed for the Company's success, align executives' interests with those of our stockholders, encourage executives' best performance and provide incentives for long-term sustained performance. Our stockholder-approved incentive plan allows us to execute our philosophy by providing equity compensation to our key executive and Board members. The Compensation Committee approved equity awards to members of the executive management team, including the NEOs, pursuant to the Company's stockholder-approved Long-Term Incentive Plan (LTIP). In determining the form of equity to be granted the Compensation Committee considered many factors including the ability to drive corporate performance, retention, executive officers' current stock ownership level, tax and accounting treatment and the impact on dilution. Awards were made in consideration of market practice and alignment with the Company's compensation philosophy. The LTIP is designed to support the Company's pay for performance philosophy and reward key executives for creating long-term stockholder value. More specifically, the LTIP is designed to meet the following objectives: •Performance: Reward key executives for driving long-term, sustained performance (e.g. stock price, specific performance measures). •Stockholder Alignment: Align executives with stockholder interests through performance goals and focus on stockholder value appreciation. •Ownership: Ensure executives have an ownership interest in the Company. •Retention: Enable the Company to retain senior executives. •Sound Risk Management: Provide a balanced view of performance and align rewards with the time horizon of risk. •Market Competitive: Position executive total compensation to provide market competitive opportunities that are aligned with performance. Similar to the SEIP, the long-term incentive plan is designed to only provide

  34. Long Term Incentive Plan ("LTIP")

    | Eagle Bancorp, Inc. | 32 | 2024 Proxy Statement |

  35. Long Term Incentive Plan ("LTIP")

    above target or maximum long-term payouts when we outperform our peer benchmarks. In response to feedback from the Compensation Committee's investor outreach efforts and to better align the Company's long-term incentive strategies with our peer group, the Compensation Committee adjusted the ratio of time vested and performance vesting long-term incentive awards. The 2024 equity award for each NEO, which are intended to be in respect of 2023 service, consisted of 40% time-vested restricted stock and 60% performance based restricted stock units ("PRSU's") which was awarded in February 2024.

  36. Performance Restricted Stock Units (PRSUs)

    Performance Restricted Stock Units (PRSUs) In February 2024, PRSUs in respect of 2023 service were awarded subject to performance-based vesting following a three-year measurement period, (January 1, 2024 - December 31, 2026). At the end of the period, two metrics will be measured to determine vesting. An executive officer may vest in awards related to either, one or both metrics, depending on Company performance relative to the KBW Nasdaq Regional Banking Index ("KRX"). The KRX is a modified market capitalization weighted index that is designed to track the performance of publicly traded U.S. regional banks. In order to receive any vesting under the PRSUs, the Company needs to perform at a minimum level of performance, which is the threshold. The two metrics for the performance grants are: •Total Shareholder Return (TSR) compared to the KRX; and •Return on Average Assets (ROAA) based on the KRX PRSUs will vest based on the Company’s ranking for each metric relative to the KRX and can range from 50% at threshold to 150% at maximum depending on performance. The measures for both metrics and the payout ranges are:

  37. Performance Restricted Stock Units (PRSUs)

    | Measures | Weight | Performance Range | | | | | | Threshold | Target | Stretch/ Maximum | | Total Shareholder Return ("TSR") | 50% | Median | 62.5 Percentile | 75 Percentile | | Return on Average Assets (“ROAA”) | 50% | Median | 62.5 Percentile | 75 Percentile | | Payout Range (% of Target) | 100% | 50% | 100% | 150% |

  38. Performance Restricted Stock Units (PRSUs)

    If the metric does not reach threshold performance (i.e. median of the KRX ROAA or TSR), PRSUs for that metric will not vest. If only the threshold is met for a metric, then 50% of the target PRSUs for that metric shall become vested. If the maximum is met for a metric, then 150% of the target PRSUs for that metric shall become vested (with points in between measured on a straight-line interpolation). If the Company's absolute TSR for the 3-year period is negative, then the total award payout is capped at no more than Target. An executive must be employed by the Company on December 31 of the last year of the relevant performance period, in order to vest in shares underlying a PRSU, except in the event of death, disability, retirement or a qualifying termination in connection with a change in control. The Compensation Committee concluded that the target goals are challenging but reasonably achievable with good performance. The Long Term Incentive Plan does not include unlimited upside for exceeding goals, as there is a maximum award tied to each metric. The Compensation Committee retains the authority to make adjustments to applicable targets and calculations in the event of extraordinary circumstances.

  39. Time-Vested Restricted Stock

    Time-Vested Restricted Stock In February 2024, time-vested restricted stock awards for 2023 service were also awarded and vest ratably over three years commencing on the first anniversary of the date of grant. These shares will be forfeited if the executive officer terminates employment before vesting, except for accelerated vesting upon death, disability, or a qualifying termination in connection with a change in control.

  40. Time-Vested Restricted Stock

    | Eagle Bancorp, Inc. | 33 | 2024 Proxy Statement |

  41. PRSUs and Time-Vested Restricted Stock

    PRSUs and Time-Vested Restricted Stock Target LTIP share amounts awarded were determined as a multiple of salary divided by the closing price on the date of grant with 40% awarded as time-vested restricted stock and 60% awarded as PRSUs for the 2024 grant. The LTIP is subject to the Company’s Clawback Policy. Time-vested restricted stock and PRSUs were issued to our executive officers in February 2024 based on 2023 performance as set forth below:

  42. PRSUs and Time-Vested Restricted Stock

    | Name | 2024 LTIP ($)(1) | Time-Vested Restricted Stock | PRSUs (at Target) | | Susan G. Riel | $2,017,169 | 38,812 | 58,219 | | Charles D. Levingston | $260,486 | 5,012 | 7,518 | | Eric R. Newell | $171,363 | 3,297 | 4,946 | | Ryan A. Riel | $505,332 | 9,723 | 14,585 | | Lindsey S. Rheaume (2) | $— | — | — | | Janice L. Williams | $614,645 | 11,826 | 17,740 |

  43. PRSUs and Time-Vested Restricted Stock

    (1)Value based on closing price the day of grant, which was $24.26 per share. 60% of the PRSUs awarded are market performance based with a value of $12.69 per shares based on a Monte Carlo valuation methodology. (2)Due to his announced retirement effective as of July 15, 2024, Mr. Rheaume did not participate in the 2024 long-term awards that were made to our other Named Executive Officers.

  44. Total Actual Pay for 2023 Performance

    Total Actual Pay for 2023 Performance The following table shows the Compensation Committee's 2023 total pay decisions for our Named Executive Officers. The amounts reported in the table differ substantially from those reported for 2023 in the Summary Compensation Table on page 45 of this Proxy Statement, which reflects equity awards granted during a year, rather than after year-end, even if awarded for services performed in that year. We generally consider long-term incentives granted during a year to be part of the prior year's total pay opportunity. The following table is included to show how the Compensation Committee thinks about annual compensation for our NEOs and is not intended to be a substitute for the Summary Compensation Table on page 45 of this Proxy Statement.

  45. Total Actual Pay for 2023 Performance

    | | Total Actual Pay | | | | | Name | Base Salary | Actual 2023 Annual Incentive Award ($) | Actual 2024 Long-Term Incentive Award ($) (2) | Total Actual Pay | | Susan G. Riel | $907,360 | $— | $2,017,169 | $2,924,529 | | Charles D. Levingston | $423,980 | $— | $260,486 | $684,466 | | Eric R. Newell (1) | $119,227 | $— | $171,363 | $290,590 | | Ryan A. Riel | $406,725 | $— | $505,332 | $912,057 | | Lindsey S. Rheaume | $447,335 | $— | $— | $447,335 | | Janice L. Williams | $551,772 | $— | $614,645 | $1,166,417 |

  46. Results of 2021 PRSUs

    Results of 2021 PRSUs PRSUs were awarded to several of our NEOs on February 16, 2021 (the "2021 PRSUs") in respect of 2020 service. The vesting of the 2021 PRSUs was based on two relative performance metrics of equal weighting, as measured during the period beginning January 1, 2020 and ending December 31, 2023: (a) relative return on average assets ("return on average assets") and (b) relative total shareholder return ("Relative TSR"). For the first metric, return on average assets, the Company's actual return was in the 59th percentile, which resulted in a payout for that metric at 94.4% of target. For the second metric, Relative TSR, the Company's performance during the measurement period was in the 42nd percentile, below the threshold, and therefore earned no payout on the metric. As a result, the total payout associated with the 2021 PRSUs was 47.2% of Target.

  47. Results of 2021 PRSUs

    | Name | Performance Measure | Shares Awarded at Target | Award Level Payout | Award Level % Payout | Share Payout | Total Award Payout vs. Target (%) | | Susan G. Riel | Return on Average Assets | 10,511 | Threshold to Target | 94.4% | 9,922 | 47.2% | | | Total Shareholder Return | 10,510 | Below Threshold | —% | 0 | | | Charles D. Levingston | Return on Average Assets | 1,975 | Threshold to Target | 94.4% | 1,864 | 47.2% | | | Total Shareholder Return | 1,974 | Below Threshold | —% | 0 | | | Antonio F. Marquez (2) | Return on Average Assets | 0 | n/a | 0 | 0 | —% | | | Total Shareholder Return | 0 | n/a | —% | 0 | | | Lindsey S. Rheaume | Return on Average Assets | 2,216 | Threshold to Target | 94.4% | 2,092 | 47.2% | | | Total Shareholder Return | 2,215 | Below Threshold | —% | 0 | | | Janice L. Williams | Return on Average Assets | 3,485 | Threshold to Target | 94.4% | 3,290 | 47.2% | | | Total Shareholder Return | 3,485 | Below Threshold | —% | 0 | |

  48. Treatment of LTIP Awards Under Termination Events

    Treatment of LTIP Awards Under Termination Events The Long-Term Incentive Plan details treatment of performance-vested restricted stock units ("PRSUs") and time vested equity under various employment termination events. For PRSU awards, if the grantee's employment with the Company is terminated due to death or disability (as defined in the Plan), before the last day of the applicable performance period, then the target number of PRSUs covered by the PRSU award will immediately vest If the

  49. Treatment of LTIP Awards Under Termination Events

    | Eagle Bancorp, Inc. | 35 | 2024 Proxy Statement |

  50. Treatment of LTIP Awards Under Termination Events

    grantee's employment is terminated due to retirement (as defined in the Plan), before the last day of the applicable performance period, then the grantee shall remain eligible to vest in the Restricted Share Units at the end of the Performance Period based upon actual performance results . Time vested equity awards provide that if the grantee's employment with the Company is terminated due to death or disability (as defined in the Plan), in each case before the last day of the vesting period, then the unvested time equity awards will vest immediately. Upon a change in control (as defined in the Plan), time vested equity awards will vest and PRSUs' vesting will be based on the greater of "target" or actual performance measured through the Change in Control.

  51. Employment and Non-Compete Arrangements

    Employment and Non-Compete Arrangements Each of our named executive officers has an employment or compensation agreement (the "agreements"), which provides for regular severance benefits in the event of an involuntary termination of the executive’s employment without cause (or, where applicable, for good reason) and “double-trigger” severance benefits upon a qualifying termination in connection with a change in control of the Company. 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 non-competition, non-solicitation and non-interference provisions of the agreement following such termination. None of these agreements provide tax gross-ups. 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. The agreements also allow the executives to remain focused on the Company's interests and, where applicable, serves as consideration for the restrictive covenants in their agreements. On December 18, 2023, the Company, the Bank and Susan G. Riel entered into an amended and restated employment agreement (the “Amended Employment Agreement”) and an amended and restated non-compete agreement (the “Amended Non-Compete”), which superseded and replaced her prior employment and non-compete agreements. The Amended Employment Agreement eliminates the guaranteed retirement benefit included in Ms. Riel's prior employment agreement, and instead provides that in the event that Ms. Riel's employment is terminated by the Bank without cause (as defined in the agreement) or Ms. Riel resigns for good reason (as defined in the agreement), Ms. Riel would be entitled to a cash severance payment under the Amended Non-Compete. On December 18, 2023, the Company, the Bank and Norman R. Pozez entered into an Amended and Restated Chairman Compensation Agreement (the “Amended Chairman Agreement”) and an amended and restated non-compete agreement (the “Amended Chairman Non-Compete”), which superseded and replaced his prior chairman compensation and non-compete agreements. The Amended Chairman Agreement eliminates the automatic annual 5% increases to the annual retainer included in his prior agreement. In connection with his appointment to the position of Chief Financial Officer of the Company, Mr. Newell entered into an employment agreement with the Bank and the Company, effective September 25, 2023. In connection with his transition in duties, Mr. Levingston's employment agreement with the Bank was amended, effective September 25, 2023. In connection with his appointment to the position of Executive Vice President of the Company, Mr. Riel entered into an employment agreement with the Bank and the Company, effective August 9, 2023. On Monday, July 31, 2023, Eagle Bancorp, Inc. (the "Company") notified Antonio F. Marquez, Senior Executive Vice President and President of Commercial Banking, that his employment would terminate without cause, effective July 31, 2023, due to a position elimination which resulted in the payment of severance under existing contractual terms. The Compensation Committee also determined that the benefits to which Mr. Marquez would be entitled under his supplemental executive retirement plan agreement would not be subject to reduction despite his cessation of service prior to age 67. These payments and benefits were generally conditioned upon Mr. Marquez signing a release of claims and complying with his pre-existing restrictive covenants. On February 27, 2024, Lindsey Rheaume, currently Executive Vice President & Chief Lending Officer – Commercial and Industrial, announced his retirement from the Company and the Bank effective July 15, 2024, and entered into a Transition Agreement with General Release of Claims (the “Transition Agreement”) with the Company and the Bank as of the same date. The Transition Agreement, which memorializes a negotiated severance arrangement, provides for Mr. Rheaume’s continued employment with the Company in his current capacity until July 15, 2024 (the “Termination Date”). In exchange for Mr. Rheaume's continued services through the Termination Date, the Company will treat Mr. Rheaume as eligible for Normal Retirement Benefits for purposes of his Supplemental Executive Retirement Plan and reimburse Mr. Rheaume for his COBRA payments for 12 months following the Termination Date. In addition, the Transition Agreement provides that, in connection with his retirement, Mr. Rheaume will forfeit his outstanding performance-based restricted stock awards and continue to vest in his time-based retirement stock awards. Agreement terms, which comprise employment agreements and non-compete agreements, at the date of the agreement for our named executive officers are summarized as follows. Additional detail on potential termination and change in control payments under the agreements is provided under “Potential Payments Upon Termination or

  52. Employment and Non-Compete Arrangements

    | Ms. Riel | | | Term | An initial three-year term that is automatically extended for successive additional one-year terms unless either party gives notice of non-renewal at least 30 days before the end of the then-current term | | Base Salary | $907,360 | | Annual Bonus | Under her employment agreement, Ms. Riel is entitled to certain incentive bonus payments as determined by the Board approved incentive plans, which are subject to her achievement of performance criteria established by the Compensation Committee. | | Long-term Incentive Award | Under her employment agreement, Ms. Riel is entitled to receive an annual equity award from the 2021 Equity Incentive Plans (or any successor plan) from time to time at the discretion of the Compensation Committee. | | Non-Change in Control Severance | In the event the Bank terminates Ms. Riel's employment without cause or Ms. Riel terminates her employment with the Bank for good reason, the Bank will pay Ms. Riel the sum of (i) her salary at the rate in effect as of the termination date, plus (ii) the greater of (a) average cash bonuses earned in the prior three calendar years, or (b) the cash incentive that would be paid or payable to Ms. Riel at the target level for the Bank's fiscal year in which her termination date occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined) assuming Ms. Riel and the Bank were to satisfy all applicable performance-related conditions, payable in equal monthly installments for one year following the date on which the general release of claims is executed. | | Change in Control | In addition to the non-Change in Control Severance summarized above, Ms, Riel would be entitled to receive lump sum payment equal to 1.99 times the sum of (i) her annual salary at the highest rate in effect during the 12 month period immediately preceding her termination date plus (ii) the greater of (average cash bonuses earning in the prior three calendar years or (b) the cash incentive that would be paid to her at the target level for the Bank's fiscal year in which her termination date occurs assuming she and the Bank were to satisfy all applicable performance conditions and 36 times the monthly premium of her healthcare coverage in the event her employment is terminated by the Company without cause within 120 days prior to and in conjunction with or 12 months following a change in control or she terminates her employment for good reason within 12 months following a change in control. | | Non-Competition Period | During employment and for 12 months following termination of employment. | | Non-Solicitation Period | During employment and for 12 months following termination of employment. |

  53. Employment and Non-Compete Arrangements

    | Mr. Pozez | | | Term | An initial one-year term that is automatically extended for successive additional one-year terms unless either party gives notice of non-renewal at least 30 days before the end of the then-current term | | Annual Retainer | $1,320,000 | | Annual Bonus | Under his Amended Chairman Agreement, Mr. Pozez is not eligible for incentive bonus payments. | | Long-term Incentive Award | Under his Amended Chairman Agreement, Mr. Pozez is entitled to receive equity awards as determined by the Compensation Committee in its sole discretion. |

  54. Employment and Non-Compete Arrangements

    | Mr. Pozez | | | Non-Change in Control Severance | For the 12-month period following his delivery of a release, Mr. Pozez would be entitled to receive monthly in arrears an amount equal to one-twelfth (1/12) of the sum of (i) his then-current annual retainer and (ii) $1,148,653 in the event his service is terminated by the Company without cause, if he is not re-elected to the Board, or he terminates his service for good reason. | | Change in Control | In addition to the non-Change in Control Severance summarized above, Mr. Pozez would be entitled to receive a lump sum payment equal to 1.99 times the sum of (i) his then-current annual retainer and (ii) $1,148,653 within 12 months following a change in control in the event his service is terminated by the Company without cause, if he is not re-elected to the Board, or he terminates his service for good reason. | | Non-Competition Period | During service as a Director and for 12 months following termination of service. | | Non-Solicitation Period | During service as a Director and for 12 months following termination of service. |

  55. Employment and Non-Compete Arrangements

    | Mr. Newell | | | Term | No initial or renewal terms are defined. Mr. Newell can terminate employment at any time, such termination to be effective on the 90th day after he gives such notice to the Bank. | | Base Salary | $475,000 | | Annual Bonus | Under his employment agreement, Mr. Newell is entitled to certain incentive bonus payments as determined by the Board approved incentive plans, which are subject to his achievement of performance criteria established by the Compensation Committee. | | Long-term Incentive Award | Under his employment agreement, Mr. Newell is entitled to receive equity awards as determined by the Compensation Committee in its sole discretion. | | Non-Change in Control Severance | In the event the Bank terminates Mr Newell's employment without cause, the Bank will pay him the sum of (i) annual salary at the highest rate in effect during the 12 month period immediately preceding his termination date plus (ii) cash bonuses paid to him during the 12 months preceding the termination date payable in equal monthly installments for one year following the date on which the general release of claims is executed. | | Change in Control | In addition to the non-Change in Control Severance summarized above, Mr. Newell would be entitled to receive a lump sum payment equal to 1.99 times the sum of (i) annual salary at the highest rate in effect during the 12 month period immediately preceding his termination date plus (ii) cash bonuses paid to him during the 12 months preceding the termination date and 36 times the monthly premium of his healthcare coverage in the event his employment is terminated by the Company without cause within 120 days prior to and in conjunction with or 12 months following a change in control or he terminates his employment for good reason within 12 months following a change in control. | | Non-Competition Period | During employment and for 12 months following termination of employment. | | Non-Solicitation Period | During employment and for 12 months following termination of employment. |

  56. Employment and Non-Compete Arrangements

    | Mr. Levingston | | | Annual Bonus | Under his employment agreement, Mr. Levingston is entitled to certain incentive bonus payments as determined by the Board approved incentive plans, which are subject to his achievement of performance criteria established by the Compensation Committee. | | Long-term Incentive Award | Under his employment agreement, Mr. Levingston is entitled to receive equity awards as determined by the Compensation Committee in its sole discretion. | | Non-Change in Control Severance | In the event the Bank terminates Mr Levingston's employment without cause, the Bank will pay him the sum of (i) annual salary at the highest rate in effect during the 12 month period immediately preceding his termination date plus (ii) cash bonuses paid to him during the 12 months preceding the termination date payable in equal monthly installments for one year following the date on which the general release of claims is executed. | | Change in Control | In addition to the non-Change in Control Severance summarized above, Mr. Levingston would be entitled to receive a lump sum payment equal to 0.99 times the sum of (i) annual salary at the highest rate in effect during the 12 month period immediately preceding his termination date plus (ii) cash bonuses paid to him during the 12 months preceding the termination date and 36 times the monthly premium of his healthcare coverage in the event his employment is terminated by the Company without cause within 120 days prior to and in conjunction with or 12 months following a change in control or he terminates his employment for good reason within 12 months following a change in control. | | Non-Competition Period | During employment and for 12 months following termination of employment. | | Non-Solicitation Period | During employment and for 12 months following termination of employment. |

  57. Employment and Non-Compete Arrangements

    | Mr. Riel | | | Term | No initial or renewal terms are defined. Mr. Riel can terminate employment at any time, such termination to be effective on the 90th day after he gives such notice to the Bank. | | Base Salary | $406,725 | | Annual Bonus | Under his employment agreement, Mr. Riel is entitled to certain incentive bonus payments as determined by the Board approved incentive plans, which are subject to his achievement of performance criteria established by the Compensation Committee. | | Long-term Incentive Award | Under his employment agreement, Mr. Riel is entitled to receive equity awards as determined by the Compensation Committee in its sole discretion. | | Non-Change in Control Severance | In the event the Bank terminates Mr Riel's employment without cause, the Bank will pay him the sum of (i) annual salary at the highest rate in effect during the 12 month period immediately preceding his termination date plus (ii) cash bonuses paid to him during the 12 months preceding the termination date payable in equal monthly installments for one year following the date on which the general release of claims is executed. | | Change in Control | In addition to the non-Change in Control Severance summarized above, Mr. Riel would be entitled to receive a lump sum payment equal to 1.99 times the sum of (i) annual salary at the highest rate in effect during the 12 month period immediately preceding his termination date plus (ii) cash bonuses paid to him during the 12 months preceding the termination date and 36 times the monthly premium of his healthcare coverage in the event his employment is terminated by the Company without cause within 120 days prior to and in conjunction with or 12 months following a change in control or he terminates his employment for good reason within 12 months following a change in control. | | Non-Competition Period | During employment and for 12 months following termination of employment. | | Non-Solicitation Period | During employment and for 12 months following termination of employment. |

  58. Employment and Non-Compete Arrangements

    | Mr. Rheaume (1) | | | Term | No initial or renewal terms are defined. Mr. Rheaume can terminate employment at any time, such termination to be effective on the 90th day after he gives such notice to the Bank. | | Base Salary | $409,375 | | Annual Bonus | Under his employment agreement, Mr. Rheaume is entitled to certain incentive bonus payments as determined by the Board approved incentive plans, which are subject to his achievement of performance criteria established by the Compensation Committee. | | Long-term Incentive Award | Under his employment agreement, Mr. Rheaume is entitled to receive an annual equity award from the 2016 Equity Incentive Plans (or any successor plan) from time to time at the discretion of the Compensation Committee. | | Non-Change in Control Severance | In the event the Bank terminates Mr Rheaume's employment without cause, the Bank will pay him the sum of (i) annual salary at the highest rate in effect during the 12 month period immediately preceding his termination date plus (ii) cash bonuses paid to him during the 12 months preceding the termination date payable in equal monthly installments for one year following the date on which the general release of claims is executed. | | Change in Control | In addition to the non-Change in Control Severance summarized above, Mr. Rheaume would be entitled to receive a lump sum payment equal to 1.99 times the sum of (i) annual salary at the highest rate in effect during the 12 month period immediately preceding his termination date plus (ii) cash bonuses paid to his during the 12 months preceding the termination date in the event his employment is terminated by the Company without cause within 120 days prior to and in conjunction with or 12 months following a change in control or he terminates his employment for good reason within 12 months following a change in control. Following a change in control, Mr. Rheaume would be able to participate in the health and life insurance plans generally available to employees of the Bank for three years. | | Non-Competition Period | During employment and for 12 months following termination of employment. | | Non-Solicitation Period | During employment and for 12 months following termination of employment. |

  59. Employment and Non-Compete Arrangements

    | Ms. Williams | | | Change in Control | In addition to the non-Change in Control Severance summarized above, Ms. Williams would be entitled to receive a lump sum payment equal to 1.99 times the sum of (i) annual salary at the highest rate in effect during the 12 month period immediately preceding her termination date plus (ii) cash bonuses paid to her during the 12 months preceding the termination date in the event her employment is terminated by the Company without cause within 120 days prior to and in conjunction with or 12 months following a change in control or she terminates her employment for good reason within 12 months following a change in control. Following a change in control, Ms. Williams would be able to participate in the health and life insurance plans generally available to employees of the Bank for three years. | | Non-Competition Period | During employment and for 12 months following termination of employment. | | Non-Solicitation Period | During employment and for 12 months following termination of employment. |

  60. The Role of the Compensation Committee

    The Role of the Compensation Committee The Compensation Committee, among its other responsibilities, establishes the overall compensation philosophy and reviews and approves the 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 Compensation Committee considers information from its compensation consultant and legal counsel, as well as 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 for employees with a title of Executive Vice President and above. The Compensation Committee meets on a regularly scheduled basis and at other times, as needed. The Compensation Committee regularly conducts a review of the 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 executives in comparable positions at the companies with which we compete for executive talent. As part of this process, the Compensation Committee takes into consideration the CEO’s recommendations for NEOs other than the CEO and the Executive Chairman. A market analysis is prepared by its independent compensation consultant. In the course of its deliberations, the Compensation Committee also considers competitive positioning, internal equity, and 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 the executive compensation program. As part of this process, the Compensation Committee also evaluates the performance of the CEO each year and makes all decisions regarding the CEO’s base salary, bonus payments and equity awards. The CEO is not present during any of the deliberations regarding the CEO’s own compensation.

  61. Competitive Positioning & Proxy Peers

    Competitive Positioning & Proxy Peers 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 Company’s 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 Company’s performance and culture. In this process, the Compensation Committee, with the assistance of the compensation advisor, 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 2023 peer group contains 18 public banks with assets from $7.8 billion to $29.9 billion, and an average size of $14.9 billion as of December 31, 2023. Our proxy peer group was selected based on several factors, including asset size, market capitalization, loan mix and portfolio content, geographic location and market size in which they operate. We considered market size to be an important factor as banks serving larger metropolitan markets often have a similar focus on commercial real estate loans and commercial & industrial loans. There were no changes to the peer group from the prior year.

  62. Competitive Positioning & Proxy Peers

    | Institutions | | | Atlantic Union Bankshares Corporation | Independent Bank Group, Inc. | | Berkshire Hills Bancorp, Inc. | Lakeland Bancorp, Inc. | | Brookline Bancorp, Inc. | OceanFirst Financial Corp. | | ConnectOne Bancorp, Inc. | Provident Financial Services, Inc. | | CVB Financial Corp. | Sandy Spring Bancorp, Inc. | | Dime Community Bancshares, Inc. | Tompkins Financial Corporation | | First Busey Corporation | United Bankshares, Inc. | | Flushing Financial Corporation | Veritex Holdings, Inc. | | Independent Bank Corp. | WSFS Financial Corporation |

  63. Competitive Positioning & Proxy Peers

    | Eagle Bancorp, Inc. | 43 | 2024 Proxy Statement |

  64. Summary Compensation Table

    Summary Compensation Table

  65. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compensat-ion(2) | Change in Pension Value and Non-Qualified Deferred Compensat-ion Earnings(3) | All Other Compensation(4) | Total | | Susan G. Riel, President & CEO of Company and Bank | 2023 | $907,360 | — | $2,194,859 | — | — | $89,418 | $3,191,637 | | | 2022 | $856,000 | — | $1,902,462 | $1,564,466 | $7,039 | $88,314 | $4,418,281 | | | 2021 | $800,000 | $100,000 | $1,903,141 | $2,600,000 | $219 | $87,674 | $5,491,034 | | Eric R. Newell, EVP; CFO of Company | 2023 | $119,227 | $100,000 | $299,989 | — | — | $2,466 | $521,682 | | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | 2021 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Charles D. Levingston, EVP; CFO of Bank (former CFO of Company) | 2023 | $423,980 | — | $240,507 | — | $31,980 | $24,258 | $720,725 | | | 2022 | $430,039 | — | $317,646 | $480,276 | $158,503 | $21,799 | $1,408,263 | | | 2021 | $417,514 | — | $357,527 | $626,271 | $123,394 | $22,658 | $1,547,364 | | Antonio F. Marquez, Former SEVP; President of Commercial Banking | 2023 | $327,680 | — | $642,655 | — | $155,226 | $539,136 | $1,664,697 | | | 2022 | $530,227 | — | $630,405 | $667,368 | $65,464 | $30,828 | $1,924,292 | | | 2021 | $509,834 | — | $630,667 | $892,210 | $60,700 | $30,228 | $2,123,639 | | Norman R. Pozez, Executive Chairman of Company and Bank | 2023 | — | — | — | — | — | $1,322,858 | $1,322,858 | | | 2022 | — | 1,320,000 | — | — | — | $1,202,858 | $2,522,858 | | | 2021 | — | 1,200,000 | — | — | — | $1,094,858 | $2,294,858 | | Ryan A. Riel, EVP, Chief Real Estate Lending Officer of Bank | 2023 | $406,725 | — | $513,850 | — | — | $26,006 | $946,581 | | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | 2021 | N/A | N/A | N/A | N/A | N/A | N/A | N/A |

  66. Summary Compensation Table

    | Eagle Bancorp, Inc. | 45 | 2024 Proxy Statement |

  67. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compensat-ion(2) | Change in Pension Value and Non-Qualified Deferred Compensat-ion Earnings(3) | All Other Compensation(4) | Total | | Lindsey S. Rheaume, EVP, Chief Lending Officer-C&I of Bank | 2023 | $447,335 | — | $404,943 | — | $87,460 | $31,821 | $971,559 | | | 2022 | $434,306 | — | $401,045 | $485,041 | $80,060 | $30,821 | $1,431,273 | | | 2021 | $421,656 | — | $401,165 | $632,484 | $73,167 | $30,221 | $1,558,693 | | Janice L. Williams, SEVP-CCO of Bank | 2023 | $551,772 | — | $643,098 | — | $115,673 | $24,821 | $1,335,364 | | | 2022 | $530,550 | — | $630,860 | $667,775 | $127,637 | $23,821 | $1,980,643 | | | 2021 | $510,144 | $100,000 | $631,029 | $892,752 | $118,346 | $23,221 | $2,275,492 |

  68. Summary Compensation Table

    (1)The per-share grant date fair value for PRSUs granted in 2023 with respect to 2022 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 $46.83. The per-share grant date fair value for PRSUs granted in 2023 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 $34.17. The 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 2023, assuming the highest level of performance conditions is met, would have been $1,526,820 for Ms. Riel, $167,306 for Mr. Levingston, $447,050 for Mr. Marquez, $281,688 for Mr. Rheaume, $447,363 for Ms. Williams and $357,453 for Mr. Riel. For time-vested restricted stock, fair value is based on the Company’s closing price on the date of grant. The grant date fair value for time-vested restricted stock is determined in accordance with FASB ASC Topic 718. For more information about the Company's stock awards and the assumptions used to calculate their fair value, see Note 16 – Stock-Based Compensation in the Notes to Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data of our Annual Report on Form 10-K for the year ended December 31, 2023. (2)Reflects amounts awarded under the Company’s Senior Executive Incentive Plan. Amounts shown are based on performance in the year indicated and are paid in the following year. No cash awards were earned in 2023, as the Senior Executive Incentive Plan funding requirement was not met. (3)Represents the value of the increase in the named executive officer’s accumulated benefit under such officer's SERP, assuming normal retirement at age 67 and discount rates of 5.0% for all applicable NEOs. 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 “SERPs” below, and to the Pension Benefits table below for additional information about the SERPs. (4)For NEOs other than Mr. Pozez, other compensation reflects the following items: car allowance, insurance premiums, housing, and 401(k) matching as described in the following table. For Mr. Marquez, also includes contractual severance benefits paid in connection with his termination of employment. For Mr. Pozez, other compensation reflects (i) cash fees paid for service as Executive Chairman in accordance with the Chairman Compensation Agreement and (ii) premiums on long term care insurance provided to non-employee directors as described in the following table.

  69. Summary Compensation Table

    | Eagle Bancorp, Inc. | 46 | 2024 Proxy Statement |

  70. Breakout of Other Compensation

    | Name | Year | Car Allowance | Insurance Premiums | Housing | Fees Earned or Paid in Cash | 401(k) Matching Contributions | Non Compete Agreement Payments | Total All Other Compensation | | Susan G. Riel | 2023 | $18,000 | $8,267 | $49,951 | — | $13,200 | — | $89,418 | | | 2022 | $18,000 | $8,267 | $49,847 | — | $12,200 | — | $88,314 | | | 2021 | $18,000 | $8,267 | $49,807 | — | $11,600 | — | $87,674 | | Eric R. Newell | 2023 | $2,077 | $389 | — | — | $— | — | $2,466 | | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | 2021 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Charles D. Levingston | 2023 | $9,000 | $2,058 | — | — | $13,200 | — | 24,258 | | | 2022 | $9,000 | $2,058 | — | — | $10,741 | — | 21,799 | | | 2021 | $9,000 | $2,058 | — | — | $11,600 | — | 22,658 | | Antonio F. Marquez | 2023 | $8,000 | $4,625 | — | — | $13,107 | $513,404 | $539,136 | | | 2022 | $13,000 | $5,628 | — | — | $12,200 | — | 30,828 | | | 2021 | $13,000 | $5,628 | — | — | $11,600 | — | 30,228 | | Norman R. Pozez | 2023 | — | $2,858 | — | $1,320,000 | — | — | $1,322,858 | | | 2022 | — | $2,858 | — | $1,200,000 | — | — | $1,202,858 | | | 2021 | — | $2,858 | — | $1,092,000 | — | — | $1,094,858 | | Ryan A. Riel | 2023 | $12,000 | $806 | — | — | $13,200 | — | $26,006 | | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | 2021 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Lindsey Rheaume | 2023 | $12,000 | $6,621 | — | — | $13,200 | — | $31,821 | | | 2022 | $12,000 | $6,621 | — | — | $12,200 | — | $30,821 | | | 2021 | $12,000 | $6,621 | — | — | $11,600 | — | $30,221 | | Janice L. Williams | 2023 | $9,000 | $2,621 | — | — | $13,200 | — | $24,821 | | | 2022 | $9,000 | $2,621 | — | — | $12,200 | — | $23,821 | | | 2021 | $9,000 | $2,621 | — | — | $11,600 | — | $23,221 |

  71. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The estimated amounts to which each of the current named executive officers, other than Mr. Pozez, would be entitled if he/she were terminated other than for cause by the Company other than in connection with a change in control as of December 31, 2023 is set forth in column 2 of the table below. Such amounts represent full payment of amounts due under the non-compete agreements, as well as the cost of health care continuation for one year. In the event Mr. Pozez is not reelected or appointed to the Board of Directors, he is removed as a director or as Chairman, or he is not reappointed as Chairman following a change in control as of December 31, 2023, Mr. Pozez would receive the cash severance amounts set forth in column 3 below under the Chairman Compensation Agreement and his non-compete agreement. The estimated amounts to which each of the current named executive officers other than Mr. Pozez would be entitled to receive upon a termination without cause by the Company or a resignation by the NEO due to adverse changes in employment circumstances in connection with a change in control (a "CIC Termination") as of December 31, 2023, are (a) the cash severance payments under the employment agreements and the amount payable under the non-compete agreements, which are collectively set forth in column 3 of the table below, (b) the value of the accelerated equity awards set forth in column 4 of the table below, and (c) the value of the accelerated vesting of benefits under the SERP in column 5. The sum of these three amounts is set forth in column 6. For equity awards outstanding under the Company’s 2016 Stock Plan, a CIC Termination is also deemed to include a voluntary resignation from the named executive officer’s position within 30 days of the first anniversary of a change in control. Upon a CIC Termination, PRSUs outstanding under the 2016 Stock Plan would vest at the target level of performance. PRSUs outstanding under the 2021 Equity Incentive Plan (the "2021 Stock Plan") would vest at the greater of target or actual performance (determined as of the change in control). We have assumed for the purposes of valuing accelerated vesting of PRSUs in column 4 of the table below, that outstanding PRSUs upon a CIC Termination will be paid out at the target level. For PRSU awards outstanding under the 2021 Stock Plan, the same treatment would apply to the extent the awards are not assumed, converted or replaced by the surviving company in a change in control, even if the named executive officer’s employment is not terminated. Upon death or disability, the current named executive officers would be entitled to receive accelerated vesting of their outstanding equity awards, (with PRSUs vesting at the target level), the estimated value of which is reflected in column 4 below.

  72. Potential Payments Upon Termination or Change in Control

    | Eagle Bancorp, Inc. | 48 | 2024 Proxy Statement |

  73. Potential Payments Upon Termination or Change in Control

    Upon a qualifying retirement, the current named executive officers would be entitled to receive accelerated vesting of their PRSUs as follows: (i) PRSUs outstanding under the 2016 Plan would vest at the target level, and (ii) PRSUs outstanding under the 2021 Plan would remain open and vest at the end of the performance period, based on actual performance. The estimated value of accelerated vesting of outstanding PRSUs is included in column 4 below (assuming, for purposes of the calculation, that PRSUs will vest at the target level). The named executive officers are subject to a modified cutback, so that if such officers would receive “excess parachute payments” within the meaning of Section 280G of the Code upon a change in control, they will only receive whichever of the following two options will yield a greater after-tax benefit: (i) accepting all of the intended payments and paying the excise tax personally, or (ii) waiving the payments over the excise tax threshold such that no excise tax is payable.

  74. Potential Payments Upon Termination or Change in Control

    | 1 | 2 | 3 | 4 | 5 | 6 | | Name | Payment Following Termination Without Cause(A) | Amounts Payable Upon a Change in Control | | | | | | | Cash Payment Upon Termination in Connection with a Change in Control(B) | Value of Equity Awards Accelerated Upon a Change in Control(C) | Value of SERP Vesting Acceleration | Total Amount Payable Upon a Change of Control (Sum of Columns 3, 4, & 5)(D) | | Susan G. Riel | $2,492,192 | $7,451,653 | $3,199,783 | $— | $10,651,436 | | Eric R. Newell | $486,017 | $1,453,191 | $416,475 | $— | $1,869,666 | | Charles D. Levingston | $930,420 | $1,877,700 | $465,000 | $301,794 | $2,644,494 | | Norman R. Pozez | $2,468,653 | $7,381,272 | $— | $— | $7,381,272 | | Ryan A. Riel | $434,147 | $1,298,099 | $579,502 | $— | $1,877,601 | | Lindsey S. Rheaume | $932,376 | $2,787,804 | $634,658 | $273,417 | $3,695,879 | | Janice L. Williams | $1,229,164 | $3,675,200 | $1,002,577 | $5,199 | $4,682,976 |

  75. Potential Payments Upon Termination or Change in Control

    (A)Includes amounts payable under non-compete agreements and the value of one (1) year of health insurance coverage under COBRA, at current rates. (B)Reflects estimated maximum cash payment upon termination in connection with a change in control under chairman compensation/employment agreements and non-compete agreements. Also, for Ms. Riel, Mr. Newell, Mr. Levingston, Mr. Riel, Mr. Rheaume and Ms. Williams, includes the value of three (3) years of health insurance under COBRA, at current rates. (C)Reflects the value of unvested shares of restricted stock and PRSUs based on the closing price for the Company’s common stock on December 31, 2023 (assuming vesting of the target number of shares subject to the PRSU awards) upon a CIC Termination. The same treatment would apply to PRSUs granted under the 2021 Stock Plan, to the extent the awards are not assumed, converted or replaced by the surviving company in a change in control. (D)Does not reflect adjustment, if any, to total amount for effect of Section 280G limitation. Mr. Marquez’s employment was terminated without cause, effective July 31, 2023, due to a position elimination. In connection with his termination, Mr. Marquez was entitled to the severance benefits under his employment agreement and non-compete agreement consisting of (i) up to twelve months of healthcare continuation coverage at active employee rates ($12,837), and cash severance equal to one times Mr. Marquez's annual base salary rate and most recent cash bonus ($1,213,502). The Committee also determined that the benefits to which Mr. Marquez will be entitled under his SERP will not be subject to reduction despite his cessation of service prior to age 67.

  76. Grants of Plan-Based Awards

    Grants of Plan-Based Awards 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 2023 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 2023 to named executive officers under the Company’s 2021 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 2023 under the 2023 Long Term Incentive Plan and the 2021 Stock Plan.

  77. Grants of Plan-Based Awards

    | Eagle Bancorp, Inc. | 49 | 2024 Proxy Statement |

  78. Grants of Plan-Based Awards

    The payouts under Estimated Future Payouts Under Non-Equity Incentive Plan Awards reflected in the table represent the formula-based amount to which the named executive officer could have earned with respect to 2023 performance under the SEIP at performance levels established by the Compensation Committee. Target is 100%, threshold is set at 85% of target and target plus is set at 115% of target. The aggregate amount that could be earned by our named executive officers at target, ranged from 110% to 200% of salary in 2023. Actual payouts are subject to a cap on each performance metric as previously described. The SEIP portion of the aggregate amount is subject to the achievement of designated Company performance targets. No amounts are payable if the Company does not achieve at least 85% of the adjusted net income target. 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 actual amounts earned with respect to 2023 performance are reflected in the Summary Compensation Table for 2023 in the column labeled “Non-Equity Incentive Plan Compensation.” The 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 2023 under the Company’s 2021 Employee Stock Purchase Plan, which is generally available to substantially all employees.

  79. Grants of Plan-Based Awards

    | Eagle Bancorp, Inc. | 50 | 2024 Proxy Statement |

  80. Grants of Plan-Based Awards

    | Name | Grant Date | Type of Award | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards Number of Shares of Stock or Units | Grant Date Fair Value of Stock Awards at Target | | | | | Threshold | Target | Target Plus | Cap | Threshold | Target | Stretch / Maximum | | | | Susan G Riel | 2/13/2023 | SEIP | $1,134,200 | $1,814,720 | $2,722,080 | $2,948,920 | N/A | N/A | N/A | -- | -- | | | 2/13/2023 | Time Vested Restricted Stock | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 25,133 | $1,176,978 | | | 2/13/2023 | PRSUs | N/A | N/A | N/A | N/A | 12,567 | 25,133 | 37,700 | -- | $1,017,880 | | Eric R. Newell | N/A | SEIP | N/A | N/A | N/A | N/A | N/A | N/A | N/A | -- | -- | | | 9/25/2023 | Time Vested Restricted Stock | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 13,818 | $299,989 | | | N/A | PRSUs | N/A | N/A | N/A | N/A | N/A | N/A | N/A | -- | -- | | Charles D. Levingston | 2/13/2023 | SEIP | $342,000 | $418,000 | $456,000 | $570,000 | N/A | N/A | N/A | -- | -- | | | 2/13/2023 | Time Vested Restricted Stock | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 2,754 | $128,970 | | | 2/13/2023 | PRSUs | N/A | N/A | N/A | N/A | 1,378 | 2,754 | 4,131 | -- | $111,537 | | Antonio F. Marquez | 2/13/2023 | SEIP | N/A | N/A | N/A | N/A | N/A | N/A | N/A | -- | -- | | | 2/13/2023 | Time Vested Restricted Stock | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 7,359 | $344,622 | | | 2/13/2023 | PRSUs | N/A | N/A | N/A | N/A | 3,680 | 7,359 | 11,039 | -- | $298,033 | | Norman R. Pozez | 2/13/2023 | SEIP | N/A | N/A | N/A | N/A | N/A | N/A | N/A | -- | -- | | | 2/13/2023 | Time Vested Restricted Stock | N/A | N/A | N/A | N/A | N/A | N/A | N/A | -- | -- | | | 2/13/2023 | PRSUs | N/A | N/A | N/A | N/A | N/A | N/A | N/A | -- | -- | | Ryan A. Riel | 2/13/2023 | SEIP | N/A | N/A | N/A | N/A | N/A | N/A | N/A | -- | -- | | | 2/13/2023 | Time Vested Restricted Stock | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 5,884 | $275,548 | | | 2/13/2023 | PRSUs | N/A | N/A | N/A | N/A | 2,942 | 5,884 | 8,826 | -- | $238,302 | | Lindsey S. Rheaume | 2/13/2023 | SEIP | $402,602 | $492,069 | $536,802 | $671,003 | N/A | N/A | N/A | -- | -- | | | 2/13/2023 | Time Vested Restricted Stock | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 4,637 | $217,151 | | | 2/13/2023 | PRSUs | N/A | N/A | N/A | N/A | 2,319 | 4,637 | 6,956 | -- | $187,792 |

  81. Grants of Plan-Based Awards

    | Eagle Bancorp, Inc. | 51 | 2023 Proxy Statement |

  82. Grants of Plan-Based Awards

    | Janice L. Williams | 2/13/2023 | SEIP | $551,772 | $689,715 | $827,658 | $965,601 | N/A | N/A | N/A | -- | -- | | | 2/13/2023 | Time Vested Restricted Stock | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 7,364 | $344,856 | | | 2/13/2023 | PRSUs | N/A | N/A | N/A | N/A | 3,682 | 7,364 | 11,046 | -- | $298,242 |

  83. Grants of Plan-Based Awards

    | Eagle Bancorp, Inc. | 52 | 2023 Proxy Statement |

  84. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning stock-based awards for each NEO outstanding as of December 31, 2023. As of December 31, 2023 there were no outstanding unexercised options held by an NEO. Mr. Marquez forfeited all of his unvested equity awards on his termination of employment effective July 31, 2023 and therefore did not hold any outstanding equity awards as of December 31, 2023.

  85. Outstanding Equity Awards at Fiscal Year-End

    | Name | Stock Awards | | | | | | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | | Susan G. Riel | | | | | | 2021 PRSUs | -- | -- | 21,021 (2) | $633,573 | | 2021 Time Vested | 7,007 (3) | $211,191 | -- | -- | | 2022 PRSUs | -- | -- | 16,722 (4) | $504,001 | | 2022 Time Vested | 11,148 (5) | $336,001 | -- | -- | | 2023 PRSUs | -- | -- | 25,133 (6) | $757,509 | | 2023 Time Vested | 25,133 (7) | $757,509 | -- | -- | | Eric R. Newell | | | | | | 2023 Time Vested | 13,818 (8) | $416,475 | -- | -- | | Charles D. Levingston | | | | | | 2021 PRSUs | -- | -- | 3,949 (2) | $119,023 | | 2021 Time Vested | 1,317 (3) | $39,694 | -- | -- | | 2022 PRSUs | -- | -- | 2,792 (4) | $84,151 | | 2022 Time Vested | 1,862 (5) | $56,121 | -- | -- | | 2023 PRSUs | -- | -- | 2,754 (6) | $83,006 | | 2023 Time Vested | 2,754 (7) | $83,006 | -- | -- | | Antonio F. Marquez | | | | | | 2021 PRSUs | -- | -- | -- | -- | | 2021 Time Vested | -- | -- | -- | -- | | 2022 PRSUs | -- | -- | -- | -- | | 2022 Time Vested | -- | -- | -- | -- | | 2023 PRSUs | -- | -- | -- | -- | | 2023 Time Vested | -- | -- | -- | -- | | Norman R. Pozez(9) | -- | -- | -- | -- | | 2021 PRSUs | -- | -- | -- | -- | | 2021 Time Vested | -- | -- | -- | -- | | 2022 PRSUs | -- | -- | -- | -- | | 2022 Time Vested | -- | -- | -- | -- | | 2023 PRSUs | -- | -- | -- | -- | | 2023 Time Vested | -- | -- | -- | -- | | Ryan A. Riel | | | | | | 2023 PRSUs | -- | -- | 5,884 (6) | $177,344 |

  86. Outstanding Equity Awards at Fiscal Year-End

    | Eagle Bancorp, Inc. | 53 | 2024 Proxy Statement |

  87. Outstanding Equity Awards at Fiscal Year-End

    | 2023 Time Vested | 5,884 (7) | $177,344 | -- | -- | | Lindsey S. Rheaume | | | | | | 2021 PRSUs | -- | -- | 4,431 (2) | $133,550 | | 2021 Time Vested | 1,477 (3) | $44,517 | -- | -- | | 2022 PRSUs | -- | -- | 3,525 (4) | $106,244 | | 2022 Time Vested | 2,350 (5) | $70,829 | -- | -- | | 2023 PRSUs | -- | -- | 4,637 (6) | $139,759 | | 2023 Time Vested | 4,637 (7) | $139,759 | -- | -- | | Janice L. Williams | | | | | | 2021 PRSUs | -- | -- | 6,970 (2) | $210,076 | | 2021 Time Vested | 2,324 (3) | $70,045 | -- | -- | | 2022 PRSUs | -- | -- | 5,545 (4) | $167,126 | | 2022 Time Vested | 3,697 (5) | $111,428 | -- | -- | | 2023 PRSUs | -- | -- | 7,364 (6) | $221,951 | | 2023 Time Vested | 7,364 (7) | $221,951 | -- | -- |

  88. Outstanding Equity Awards at Fiscal Year-End

    (1)Based on the $30.14 closing price of the Company's common stock on December 31, 2023. (2)Represents 2021 grant of PRSUs (assuming target performance) pursuant to the Company’s 2016 Stock Plan, granted on February 16, 2021. Award vests in one installment based on continued service through December 31, 2023 if underlying performance goals relating to three-year measurement period are met. (3)Represents 2021 grant of time-vested restricted stock pursuant to the Company’s 2016 Stock Plan, granted on February 16, 2021. Award vests in three equal annual installments commencing on the first anniversary of the date of grant. (4)Represents 2022 grant of PRSUs (assuming target performance) pursuant to the Company’s 2021 Stock Plan, granted on February 14, 2022. Award vests in one installment based on continued service through December 31, 2024 if underlying performance goals relating to three-year measurement period are met. (5)Represents 2022 grant of time-vested restricted stock pursuant to the Company’s 2021 Stock Plan, granted on February 14, 2022. Award vests in three equal annual installments commencing on the first anniversary of the date of grant. (6)Represents 2023 grant of PRSUs (assuming target performance) pursuant to the Company’s 2021 Stock Plan, granted on February 13, 2023. Award vests in one installment based on continued service through December 31, 2025 if underlying performance goals relating to three-year measurement period are met. (7)Represents 2023 grant of time-vested restricted stock pursuant to the Company’s 2021 Stock Plan, granted on February 13, 2023. Award vests in three equal annual installments commencing on the first anniversary of the date of grant. (8)Represents 2023 grant of time-vested restricted stock pursuant to the Company’s 2021 Stock Plan, granted on September 25, 2023. Award vests in three equal annual installments commencing on the first anniversary of the date of grant. (9)Mr. Pozez held no unvested outstanding equity as of December 31, 2023.

  89. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table sets forth information regarding shares underlying restricted stock or restricted stock unit awards (time-vested and performance-vested) held by named executive officers which vested during 2023, and the value realized upon such vesting based on the closing price on the vesting date. No options were exercised by the named executive officers during 2023. The following 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 Company’s 2016 or 2021 Employee Stock Purchase Plan. The grant date fair value of awards, the vesting and exercise of which is disclosed below, has been included in prior years in the compensation of named executive officers, and therefore does not represent additional compensation paid by the Company.

  90. Options Exercised and Stock Vested

    | Eagle Bancorp, Inc. | 54 | 2024 Proxy Statement |

  91. Options Exercised and Stock Vested

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Susan G. Riel | -- | -- | 22,013 | $1,030,598 | | Eric R. Newell | -- | -- | -- | -- | | Charles D. Levingston | -- | -- | 6,048 | $282,811 | | Antonio F. Marquez | -- | -- | 12,332 | $573,594 | | Norman R. Pozez | -- | -- | -- | -- | | Lindsey S. Rheaume | -- | -- | 7,625 | $354,592 | | Ryan A. Riel | -- | -- | 2,176 | $99,583 | | Janice L. Williams | -- | -- | 12,379 | $575,792 |

  92. CEO Pay Ratio

    CEO Pay Ratio As required by applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our Chief Executive Officer, to our median employee. To determine the annual total compensation of our CEO and our median employee: •We identified the median employee by calculating the total cash compensation of all persons who were employed by us as of year-end 2023, including full time and part time employees. •For determining our median employee, we consider regular pay for salaried and hourly employees, overtime, and taxable cash benefits, including cash incentive payments and auto allowances, and referral fee income for 2023, as reflected by our internal payroll records. We did not consider non-taxable compensation in selecting the median employee. We make annualizing adjustments to the compensation of full time employees who join us mid-year. We then ranked the 2023 compensation received by all of the employees in our employee population, other than our CEO, to determine our median employee. •For 2023, for the same median employee, we calculated 2023 annual total compensation in the same manner as our named executive officers’ compensation is determined for purposes of the Summary Compensation Table. Based on this methodology, we determined that: •The annual total compensation of our median employee was $95,919. •The annual total compensation of our CEO, as reflected in the Summary Compensation Table, was $3,191,637. •The ratio of CEO compensation for 2023 to that of the median employee was 33 to 1. Because different companies may determine their median employee based on different factors and using different adjustments, assumptions or exclusions, our pay ratio may not be comparable to the pay ratio disclosed by other companies.

  93. Pension Benefits

    Pension Benefits 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, 2023. Please refer to the discussion under the caption “Supplemental Executive Retirement Plan” and accompanying the Summary Compensation Table for additional information regarding the SERP.

  94. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefits(1) | Payments During Last Fiscal Year | | Susan G. Riel | Supplemental Executive Retirement and Death Benefit Agreement | 25 | $1,772,089 | $-- | | Charles Levingston | Supplemental Executive Retirement and Death Benefit Agreement | 11 | $334,566 | $-- | | Antonio F. Marquez | Supplemental Executive Retirement and Death Benefit Agreement | 12 | $626,283 | $-- | | Norman R. Pozez | Supplemental Executive Retirement and Death Benefit Agreement | N/A | N/A | N/A | | Lindsey S. Rheaume | Supplemental Executive Retirement and Death Benefit Agreement | 9 | $410,126 | $-- | | Janice L. Williams | Supplemental Executive Retirement and Death Benefit Agreement | 20 | $1,033,496 | $-- |

  95. Pension Benefits

    (1)Calculated based on the utilization of the unit credit actuarial method for quantifying accumulated benefits, based on an annuity product which is used to finance the benefits and a discount rate of 5.00% for all NEOs.

  96. Pay versus Performance

    Pay versus Performance The following tables and graphs illustrate the relationship between "compensation actually paid" for the CEO (the Principal Executive Officer, or PEO) and the average of the other NEOs' as compared to the Total Shareholder Return (TSR) of the Company, the TSR of the KBW NASDAQ Regional Bank Index, the Company's net income, and the Company's diluted earnings per share.

  97. Pay versus Performance

    | Eagle Bancorp, Inc. | 57 | 2024 Proxy Statement |

  98. Pay versus Performance

    The performance measures shown in the following table are net income, as required by the SEC, and diluted earnings per share, a metric selected by the Company as the most important financial measure to link compensation to company performance for the most recently completed year.

  99. Pay versus Performance

    | Year | Summary Compen-sation Table Total for PEO | Compen-sation Actually Paid to PEO | Average Summary Compen-sation Table Total for Non-PEO Named Executive Officers(1) | Average Compen-sation Actually Paid to Non-PEO Named Executive Officers(1) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions)(3) | Earnings per Share (diluted)(3) | | | | | | | Total Shareholder Return | Peer Group(2) | | | | 2023 | $3,191,637 | $1,250,569 | $1,069,067 | $746,812 | $72 | $116 | $100.5 | $3.31 | | 2022 | $4,418,281 | $3,272,186 | $1,853,466 | $1,606,230 | $98 | $116 | $140.9 | $4.39 | | 2021 | $5,491,034 | $6,808,025 | $1,960,009 | $2,559,884 | $126 | $125 | $176.7 | $5.52 | | 2020 | $3,609,296 | $3,163,054 | $1,887,526 | $1,767,368 | $87 | $91 | $132.2 | $4.18 |

  100. Pay versus Performance

    (1)In 2023, includes Messrs. Pozez, Newell, Levingston, Marquez, Riel and Rheaume and Ms. Williams. In 2022, 2021 and 2020, includes Messrs. Pozez, Levingston, Marquez and Rheaume and Ms. Williams. (2)Peer group is the KBW NASDAQ Regional Bank Index, which is the peer group used for our performance graph in our December 31, 2023 Annual Report on Form 10-K. In 2022, the Company disclosed non-GAAP financial measures to present its net income and earnings per share (diluted), which were $140.9 million and $4.39, respectively, adjusted for reversals of: (a) a $5.0 million, or $0.15 per share (diluted), reduction of an accrual of non-tax deductible share-based compensation expense and deferred compensation for its former CEO and Chairman; and (b) $22.9 million, or 0.71 per share (diluted), of non-tax deductible expenses in connection with its agreements in principal with the SEC and FRB to resolve previously disclosed investigations with respect to the Company. As a result, the Company's adjusted net income and adjusted earnings per share (diluted) in 2022 were $158.8 million and $4.95, respectively. To calculate Compensation Actually Paid (CAP) for the PEO and the Average of the non-PEOs, the following adjustments were made to SCT total compensation, calculated in accordance with Item 402(v) of Regulation S-K for determining CAP for each year shown:

  101. Pay versus Performance

    | Pay versus Performance Adjustment | PEO | | | | | | 2023 | 2022 | 2021 | 2020 | | SCT Total Compensation | $3,191,637 | $4,418,281 | $5,491,034 | $3,609,296 | | Less: Change in Pension Value | — | (7,039) | (219) | (38,842) | | Add: Actuarially Determined Service Cost | (103,359) | (72,645) | (85,621) | (39,675) | | Less: Values Reported in the SCT for Stock Awards Granted in the Covered Year | (2,194,859) | (1,902,462) | (1,903,140) | (1,722,851) | | Add: Fair Values of the Stock Awards Granted in the Covered Year | 1,473,546 | 1,479,957 | 2,309,113 | 1,557,901 | | Change in Fair Value of Unvested Stock Award from Prior Years | (827,708) | (690,887) | 816,273 | (148,555) | | Change in Fair Value of Unvested Stock Award from Prior Years that Vest in Covered Year | (364,006) | 15,968 | 144,812 | 1,779 | | Less: Fair Value of Stock Awards Forfeited During the Covered Year | — | (32,554) | (7,228) | (76,933) | | Add: Dividends on Stock Award in the Covered Fiscal Year Before Vesting Date | 75,318 | 63,567 | 43,001 | 20,934 | | Compensation Actually Paid | $1,250,569 | $3,272,186 | $6,808,025 | $3,163,054 |

  102. Pay versus Performance

    | Eagle Bancorp, Inc. | 58 | 2024 Proxy Statement |

  103. Pay versus Performance

    | Pay versus Performance Adjustment | Average of Non-PEO NEOs | | | | | | 2023 | 2022 | 2021 | 2020 | | SCT Total Compensation | $1,069,067 | $1,853,466 | $1,960,009 | $1,887,526 | | Less: Change in Pension Value | (55,763) | (86,333) | (75,121) | (50,658) | | Add: Actuarially Determined Service Cost | 40,789 | 70,066 | 62,576 | 41,103 | | Less: Values Reported in the SCT for Stock Awards Granted in the Covered Year | (392,149) | (395,991) | (404,079) | (942,683) | | Add: Fair Values of the Stock Awards Granted in the Covered Year | 232,362 | 308,045 | 490,275 | 932,123 | | Change in Fair Value of Unvested Stock Award from Prior Years | (99,935) | (156,331) | 404,948 | (84,216) | | Change in Fair Value of Unvested Stock Award from Prior Years that Vest in Covered Year | (61,501) | 11,792 | 100,865 | (6,878) | | Less: Fair Value of Stock Awards Forfeited During the Covered Year | — | (16,440) | (3,345) | (26,367) | | Add: Dividends on Stock Award in the Covered Fiscal Year Before Vesting Date | 13,942 | 17,956 | 23,756 | 17,418 | | Compensation Actually Paid | $746,812 | $1,606,230 | $2,559,884 | $1,767,368 |

  104. Pay versus Performance

    The following is a list of the most important financial measures, along with Earnings Per Share, used for the most recent fiscal year to link compensation actually paid to the PEO and Non-PEO named executive officers:

  105. Pay versus Performance

    | •Adjusted net income | •Net interest margin | | •Earnings per share | •Relative return on average assets | | •Average loans | •Relative total shareholder return | | •Efficiency | |

  106. Pay versus Performance

    The following charts show compensation actually paid relative to financial measures. As discussed above, financial measures for 2022 are shown as reported and on an adjusted basis.

  107. Pay versus Performance

    | Eagle Bancorp, Inc. | 59 | 2024 Proxy Statement |

  108. What votes are required to approve the election of directors and the other proposals?

    What votes are required to approve the election of directors and the other proposals? 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. Ratification of the appointment of our independent registered public accounting firm and approval of the non-binding, advisory resolution on compensation of our named 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 Board’s recommendation. Abstentions and broker non-votes will not be counted as votes cast and so will have no effect on the outcome of the vote on any of the proposals.

  109. What votes are required to approve the election of directors and the other proposals?

    | Eagle Bancorp, Inc. | 67 | 2024 Proxy Statement |