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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 Officers

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.

Director Awards. On February12, 2018, the Compensation Committee of the Board of Directors of the Company approved awards of 3,940 shares of restricted stock under the 2016 Stock Plan to members of the Board of Directors of the Company for service on the Boards of Directors of the Company and the Bank. The Committee also approved awards of 943 shares of restricted stock to members of only the Bank Board of Directors. All such 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.

EAGLE BANCORP INC ExhibitEX-10.1 2 a18-6239_2ex10d1.htm EX-10.1 Exhibit 10.1     Long-Term Incentive Plan   2018-2020   Adopted: February 2018     Long-Term Incentive Plan   Objectives   Eagle Bancorp,…To view the full exhibit click here
About Eagle Bancorp,Inc. (NASDAQ:EGBN)
Eagle Bancorp, Inc. is a bank holding company for EagleBank (the Bank). The Bank is the Company’s principal operating subsidiary. The Bank is a chartered commercial bank, which operates over 20 banking offices in Montgomery County, Maryland; District of Columbia, and Northern Virginia. The Bank offers a range of commercial banking services to its business and professional clients, as well as consumer banking services to individuals living or working in the service area. The Bank also provides commercial banking services. The Bank’s loan portfolio includes traditional business and real estate secured loans. The Bank offers a range of retail banking services, cash management, online banking, mobile banking and remote deposit services. The Company maintains a portfolio of short term investments and investment securities. The Bank’s sources of funds are deposits, including demand deposits, negotiable order of withdrawal accounts, money market accounts and savings accounts.

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