DEF 14A of Eagle Bancorp Montana, Inc.
Filed Mar 6, 2024 · FY20230001437749-24-006821
Directors’ Compensation
| 2023 Director Compensation Table | | | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Rick F. Hays | $50,000 | $19,963 | $ -- | $69,963 | | Peter J. Johnson(2) | 34,800 | 19,963 | 57,088 | 111,851 | | Thomas J. McCarvel | 37,400 | 19,963 | -- | 57,363 | | Maureen J. Rude | 42,000 | 19,963 | -- | 61,963 | | Shavon R. Cape | 40,200 | 19,963 | -- | 60,163 | | Tanya J. Chemodurow | 36,600 | 19,963 | -- | 56,563 | | Kenneth M. Walsh | 34,800 | 19,963 | -- | 54,763 | | Corey I. Jensen | 36,400 | 19,963 | -- | 56,363 | | Benjamin G. Ruddy(2) | -- | -- | 239,535 | 239,535 | | Cynthia A. Utterback | 35,800 | 19,963 | -- | 55,763 | | Samuel D. Waters(2) | -- | -- | 245,353 | 245,353 |
PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL 1 - ELECTION OF DIRECTORS Eagle’s Bylaws provide that the Board of Directors be composed of not less than five or more than fifteen members, whose terms are divided into three approximately equal classes. The members of each class are elected for a term of three years or until their successors have been elected and qualified or until their earlier death, resignation or removal. One class is elected annually.
Board Nominees
Board Nominees Four directors will be elected at the Annual Meeting. The Nominating Committee has recommended to our Board of Directors, and the Board of Directors has approved the nomination of current directors Kenneth M. Walsh, Shavon R. Cape, Thomas J. McCarvel and Laura F. Clark for re-election. If elected, Mr. Walsh, Ms. Cape, Mr. McCarvel and Ms. Clark will each serve as a director for a three-year term expiring at the Annual Meeting to be held in 2027. The Board’s Nominating Committee determines nominees for election as directors. The Bylaws also allow stockholders to submit nominations in writing directly to the Corporate Secretary (see “Stockholder Proposals and Nominations”). No stockholder nominations have been received by Eagle as of the date of this Proxy Statement. There are no arrangements known to management between the persons named and any other person pursuant to which such nominees were selected. The persons named in the enclosed proxy intend to vote for the election of the named nominees, unless the proxy is marked by the stockholder to the contrary. Each nominee has consented to being named in this proxy statement and to serve as a director if elected. If any nominee is unable to serve, all valid proxies will be voted for the election of such substitute as the Board of Directors may recommend. The Board of Directors knows of no reason why any nominee might be unable to serve. The following table sets forth certain information as of December 31, 2023, with respect to each nominee.
Board Nominees
| Name | Age | Director Since | New Term to Expire(1) | | Kenneth M. Walsh | 69 | 2018 | 2027 | | Shavon R. Cape | 53 | 2015 | 2027 | | Thomas J. McCarvel | 74 | 1998 | 2027 | | Laura F. Clark | 67 | 2022 | 2027 | | (1) Terms expire on the date of the Annual Meeting. | | | |
Information Regarding Nominees
Information Regarding Nominees Kenneth M. Walsh served as President and CEO of Ruby Valley Bank from 1989 until it was acquired by the Company on January 31, 2018. He retired as Opportunity Bank’s Market President of the Ruby Valley Market on March 31, 2020. He has served on various committees for the Independent Community Bankers of America and attended numerous agriculture banking conferences and seminars. Currently he manages the family ranch that he grew up on in southwest Montana. He was elected to the Montana Legislature in 2020 and serves in the House of Representatives from his home district. His expertise in the agricultural lending specialty, in addition to his experience running a community bank, provides valuable knowledge and experience to the Board. Shavon R. Cape is co-founder of a company formed in 2003 now known as JWT Restaurant Group, LLC, which develops and operates various commercial real estate ventures and hotels in the Bozeman and Billings markets. Prior to that she was a Financial Advisor with D. A. Davidson and Wachovia Securities. Ms. Cape’s experience with development projects and in the financial services industry brings valuable knowledge to the Board. Thomas J. McCarvel served as a Vice President of Carroll College in Helena from December 1991 until his retirement in January 2017. From 1988 to 1991, he was the Chief Operating Officer of Anderson ZurMuehlen & Co., P.C., a public accounting firm in Helena, which served as the Company’s independent auditor prior to fiscal year 2006. His career also included founding and managing Bert & Ernies restaurants in Helena, Great Falls and Billings, Montana. Mr. McCarvel brings management and marketing experience to the Board, as well as helping to provide vision and experience to the strategic planning and financial management aspects of the Company. Laura F. Clark joined the organization in March 2014 and serves as President and CEO of the Bank and Eagle. Prior to being named President in April 2022 and CEO effective January 1, 2023, she had served as the Company’s Executive Vice President/Chief Financial Officer/Chief Operating Officer. She was formerly the Senior Vice President and Chief Financial Officer of the Bank of Bozeman from 2005 to 2014. Her experience spans over 40 years and includes a variety of executive positions with First National Bancorp, Bankers Resource Center, Security Bank, Bank of Montana System and Montana Bancsystem. Ms. Clark holds a Bachelor of Arts degree in Business Administration from Montana State University-Billings. She currently serves as a board member of ExplorationWorks, a local Science Center that provides programs for early childhood education, STEM (science, technology, engineering and math) and healthy living, and is an active member of a local Rotary Club. She is also a board member of Montana Independent Bankers. Ms. Clark’s experience as a chief financial officer in commercial banking including nine years at the Bank provides the Board with valuable insight.
Election Procedures
Election Procedures The affirmative vote of a plurality of the votes cast at an Annual Meeting at which a quorum is present is required for the election of each of the nominees for director. This means that the four (4) director nominees, who receive the most votes from the holders of the outstanding shares of common stock for their election at the 2024 Annual Meeting will be elected to the four respective board seats. Unless the authority to vote for the election of directors is withheld as to one or more of the nominees, all shares of common stock represented by proxy will be voted FOR the election of the nominees. If the authority to vote for the election of directors is withheld as to one or more but not all of the nominees, all shares of common stock represented by any such proxy will be voted FOR the election of the nominee or nominees, as the case may be, as to whom such authority is not withheld. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE TO THE BOARD OF DIRECTORS.
Directors Continuing in Office
Directors Continuing in Office A description of the background of each of our continuing directors, together with experience, qualifications, attributes or skills that caused our Board of Directors to determine that the individual should serve as a director, is set forth below. The following table sets forth certain information as of December 31, 2023 with respect to each director continuing in office.
Directors Continuing in Office
| Name | Age | Director Since(1) | Current Term to Expire(2) | | Benjamin G. Ruddy | 45 | 2019 | 2025 | | Maureen J. Rude | 61 | 2010 | 2025 | | Rick F. Hays | 71 | 2007 | 2025 | | Peter J. Johnson | 66 | 2007 | 2025 | | Samuel D. Waters | 70 | 2022 | 2026 | | Cynthia A. Utterback | 59 | 2019 | 2026 | | Corey I. Jensen | 51 | 2018 | 2026 | | Tanya J. Chemodurow | 59 | 2015 | 2026 |
Directors Continuing in Office
| (1) Includes prior service on Eagle’s predecessor company. | | (2) All terms expire on the date of the Annual Meeting. |
Directors Continuing in Office
Benjamin G. Ruddy has served as Vice President/ Agricultural Division Manager of the Bank since October 2019. He joined Opportunity Bank in January 2019 as Vice President/Market President. He was previously the President of Big Muddy Bancorp, Inc. and The State Bank of Townsend and its predecessor since 2011 until it was acquired by the Company on January 1, 2019. He has worked in corporate finance and lending for the past 22 years with progressing responsibilities. His expertise in agriculture lending and putting together two merger transactions provides valuable knowledge to the Board. He is a previous board member on the Rocky Mountain Front Community Foundation. Maureen J. Rude retired as the Executive Director of the Montana Homeownership Network/NeighborWorks Montana in 2019, a position she held since 2016. She served as its Operations Director since March 2008, coordinating statewide homebuyer education, planning and lending programs. She was the Montana Director for Fannie Mae from 2000 to 2008 and the Executive Director of the Montana Board of Housing from 1995 to 2000. Prior to Ms. Rude’s work in the housing finance industry she spent over six years at the Montana Legislative Auditor’s Office. She was in the 2005 class of Leadership Montana. In February 2014, Ms. Rude was awarded a certificate of completion for the NeighborWorks Achieving Excellence in Community Development program from Harvard University’s John F. Kennedy School of Government. She is a Certified Housing Development Professional and a Certified Public Accountant (retired). Ms. Rude brings a wealth of knowledge from her management and accounting experience, and she is well known throughout the state’s housing finance communities. Her expertise in residential housing complements the Bank’s business. Rick F. Hays is Chair of the Board of Directors. Mr. Hays retired from Qwest Communications in November 2006, where he served as Montana President for Qwest operations, a position he held since 1996. He worked in the telecommunications industry for over 32 years. He has served on the boards of numerous civic, educational and charitable organizations ranging from the community hospital board to the regional airport authority. Mr. Hays’ experience as a senior executive at a large public telecommunications company brings leadership, vision and extensive business and operating experience to the Board. Peter J. Johnson served as CEO of Eagle from December 2009 until his retirement on December 31, 2022. He had also served as President of Eagle from December 2009 until March of 2022. In addition, he was President of the Bank from July 2007 until March of 2022 and CEO since November 2007. Prior to being named President, he had served as the Company’s Executive Vice President and Chief Financial Officer. He joined the Bank in 1981. He previously served on the Montana Independent Bankers Association (“MIB”) board of directors and served as a member of the Federal Reserve Board’s Community Depository Institution Advisory Council from 2010-2012. He is a past Chair of the Helena Area Chamber of Commerce, the Diocese of Helena Finance Council, and St. Peter’s Health Foundation board. He is currently a member of St. Peter’s Health Foundation board and the Diocese of Helena Finance Council. Mr. Johnson’s previous role as Chief Executive Officer provides the Board with a thorough understanding of the Company’s business and of the banking industry. His previous experience as Chief Financial Officer also provides the board with expertise in financial management and strategic planning. Samuel D. Waters served as President of First Community Bank from 1999 to 2021 and as Chair of the Board for First Community Bank and First Community Bancorp, Inc. (“FCB”) from 2010 until it was acquired by the Company on April 30, 2022. Prior to that he was with Farm Credit Services from 1977 thru 1991 as an ag lender, branch manager and association executive. He joined First Community Bank in 1991 as Senior Vice President and lead ag lender and was later promoted to Executive Vice President and eventually President. After First Community Bank was acquired by Eagle Bancorp Montana, Inc. in 2022, Mr. Waters served as the Business Development Officer for Opportunity Bank until his retirement on December 31, 2023. He is a graduate of Montana State University with degrees in Accounting and Ag Business. He is also a graduate of Northwest Intermediate Banking School and Pacific Coast Banking School. He served two terms on the board for Montana Bankers Association and one term as their Chair of the board. Mr. Waters has been very active in his community serving on and chairing boards for many local organizations. Mr. Waters’ extensive experience in banking and as a chief executive officer provides valuable knowledge and experience to the Board. Cynthia A. Utterback is a Principal at Pinion, where she provides tax services for businesses, individuals, trusts and estates. She has practiced in Montana since 1991. Her service concentrations are professional service businesses, real estate developers and investors, manufacturers, estate planning, and trust taxation. Ms. Utterback is a member of the American Institute of CPAs and the Montana Society of CPAs. She graduated from the University of Texas at El Paso with a Bachelor of Business Administration in Accounting. Ms. Utterback’s experience as principal for a Top 100 public accounting firm provides the Board with expertise in financial and enterprise risk management, operational controls and effectiveness, tax strategies and strategic planning. Corey I. Jensen was formerly the President and Chief Executive Officer of Vision Net Inc., a technology company specializing in providing information technology and communication network support services to businesses, headquartered in Billings, Montana. He served in a variety of roles with Vision Net since 2000 and retired in 2022. He formerly served on the board of INDATEL Services LLC, a nationwide telecommunications company that provides broadband connectivity to customers in rural and metropolitan areas. Mr. Jensen is also a member of the board of trustees for Rocky Mountain College. He provides the Board with valuable expertise in the technology industry as well as risk management. Tanya J. Chemodurow sold her small business – Abatement Contractors of Montana, LLC headquartered in Missoula – in February 2023 and retired as its President , effective February 1, 2024. Ms. Chemodurow’s experience in overseeing all aspects of environmental remediation and construction projects -- specializing primarily in government contracting, asbestos, lead, mold remediation, and general construction –and her small business experience provides valuable insight to the Board as the Company expands its commercial lending capabilities.
EXECUTIVE COMPENSATION
| 2023 Summary Compensation Table | | | | | | | | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Laura F. Clark | 2023 | $380,000 | $75,870 | $86,700 | 100,298 | 642,868 | | President/Chief Executive Officer | 2022 | 300,000 | -- | 71,000 | 94,998 | 465,998 | | Dale F. Field | 2023 | 245,500 | 24,499 | 39,600 | 69,513 | 379,112 | | Senior Vice President/ Chief Credit Officer | 2022 | 236,000 | -- | 38,500 | 62,841 | 337,341 | | Miranda J. Spaulding | 2023 | 236,500 | 23,606 | 47,000 | 84,991 | 392,097 | | Senior Vice President/ Chief Financial Officer | | | | | | |
EXECUTIVE COMPENSATION
| Outstanding Equity Awards at December 31, 2023 | | | | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | | Laura F. Clark | 12,977(3) | $205,223 | | Dale F. Field | 2,085(4) | 32,922 | | Miranda J. Spaulding | 7,689(5) | 121,409 |
EXECUTIVE COMPENSATION
| Pay Versus Performance Table | | | | | | | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid for CEO(2) | Average Summary Compensation Table Total for Other NEOs(1) | Average Compensation Actually Paid for Other NEOs(2) | Value of $100 Initial Fixed Investment Based on Total Shareholder Return (“TSR”) | Net Income (In Millions) | | 2023 | $642,868 | $656,963 | $385,605 | $388,081 | $78 | $10.06 | | 2022 | 1,005,097 | 1,005,097 | 401,670 | 367,369 | 80 | 10.70 | | 2021 | 815,518 | 815,518 | 465,746 | 468,035 | 110 | 14.42 |