Eagle Bancorp,Inc. (NASDAQ:EGBN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Named Executive Officer Compensation Decisions. On February12, 2018, the Compensation Committee of the Board of Directors of Eagle Bancorp,Inc. (the “Company”) approved base salaries for calendar year 2018 (retroactive to January1, 2018), cash bonus awards under the Company’s Senior Executive Incentive Plan (“the “SEIP”) for 2017 performance, the award of shares of time-vested restricted stock and performance based restricted stock units (“PRSUs”) under the Company’s 2018 Long Term Incentive Plan and 2016 Stock Plan, to the Company’s named executive officers, as set forth below.
|
Name |
Title |
2018Annual Salary |
SEIPBonus for2017 Performance |
Sharesof Time-Vested Restricted StockAwarded |
PRSUs Awarded(at Target) |
||
|
Ronald D. Paul |
President and CEO — Company, CEO – EagleBank |
$ |
963,384 |
$ |
2,474,192 |
22,500 |
22,500 |
|
Charles D. Levingston |
EVP and CFO — Company and EagleBank |
$ |
342,000 |
$ |
169,716 |
1,768 |
1,768 |
|
Antonio F. Marquez |
EVP& CLO — Commercial Real Estate – EagleBank |
$ |
421,350 |
$ |
346,952 |
4,767 |
4,767 |
|
Susan G. Riel |
EVP — Company; SEVP& COO — EagleBank |
$ |
527,883 |
$ |
613,789 |
6,030 |
6,030 |
|
Janice L. Williams |
EVP& Chief Credit Officer — EagleBank |
$ |
423,725 |
$ |
509,285 |
4,212 |
4,212 |
All awards of time-vested restricted stock vest in three substantially equal installments commencing on the first anniversary of the date of grant, subject to the terms of the 2016 Stock Plan and the form of award certificate. PRSUs are awards of the right to receive shares of common stock based upon the Company’s achievement in respect of specified performance measures over a three year performance period, 2018-2020, as compared to the Company’s budget and the companies comprising the KBW Regional Bank Index (the “Index”). PRSUs are awarded at target, meaning the number of shares which would vest if the Company met the target level of performance for each performance metric. The actual number of PRSUs vested will be determined by interpolating the Company’s performance in respect of each metric on a straight-line basis between threshold, target and stretch/maximum award levels. The table below establishes the performance goals and payment ranges for the 2018-2020 performance period. A copy of the Company’s 2018 Long Term Incentive Plan, under which the awards of time vested restricted stock and PRSUs were established, is included as Exhibit10.1 to this report.
|
Measures |
Weight |
Threshold |
Target |
Stretch/Maximum |
|
Earnings Per Share compared to approved Budget |
50% |
75% of Budget |
50% of Budget |
125% of Budget |
|
Average Annual Return on Average Assets compared to Index |
50% |
Median |
62.5% Percentile |
75% Percentile |
|
Payout Range (% of Target) |
50% |
50% |
50% |
150% |
On February12, 2018, the Compensation Committee also approved the Senior Executive Incentive Plan for 2018 performance. The SEIP is a non-equity incentive compensation plan to which participating officers may earn cash incentive awards if certain pre-determined targets, including overall Company level performance and individual performance targets are met. Awards under either Senior Executive Incentive Plan may also be paid in stock, through awards under the Company’s stock plan, in the discretion of the Compensation Committee. A redacted version of the plan, which does not disclose certain target goals and compensation levels for which confidential treatment has been requested, is attached as Exhibit10.2 to this report. An unredacted version of the 2017 SEIP is attached as Exhibit10.3 to this report.