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Section 1: 8-K (8-K)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 12, 2018

 

Eagle Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

 

0-25923

 

52-2061461

(State or other jurisdiction

 

(Commission file number)

 

(IRS Employer

of incorporation)

 

 

 

Number)

 

7830 Old Georgetown Road, Bethesda, Maryland  20814

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code:  301.986.1800

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

Item 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 February 12, 2018, the Compensation Committee of the Board of Directors of Eagle Bancorp, Inc. (the “Company”) approved base salaries for calendar year 2018 (retroactive to January 1, 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

 

2018 Annual
Salary

 

SEIP Bonus
for 2017
Performance

 

Shares of
Time-Vested
Restricted
Stock Awarded

 

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 Exhibit 10.1 to this report.

 

Measures

 

Weight

 

Threshold

 

Target

 

Stretch/Maximum

 

Earnings Per Share compared to approved Budget

 

50%

 

75% of Budget

 

100% 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)

 

100%

 

50%

 

100%

 

150%

 

 

On February 12, 2018, the Compensation Committee also approved the Senior Executive Incentive Plan for 2018 performance. The SEIP is a non-equity incentive compensation plan pursuant 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 Exhibit 10.2 to this report. An unredacted version of the 2017 SEIP is attached as Exhibit 10.3 to this report.

 

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Director Awards.  On February 12, 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.

 

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Item 9.01                                           Financial Statements and Exhibits

 

(d)  Exhibits.

 

Number

 

Description

10.1

 

2018 Long Term Incentive Plan

10.2

 

2018 Senior Executive Incentive Plan (redacted, confidential treatment requested for certain portions of the plan.)

10.3

 

2017 Senior Executive Incentive Plan (unredacted)

 

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Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

EAGLE BANCORP, INC.

 

 

 

 

 

 

 

By:

/s/ Ronald D. Paul

 

 

Ronald D. Paul, President, Chief Executive Officer

 

Dated: February 16, 2018

 

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Section 2: EX-10.1 (EX-10.1)

Exhibit 10.1

 

 

Long-Term Incentive Plan

 

2018-2020

 

Adopted: February 2018

 



 

Long-Term Incentive Plan

 

Objectives

 

Eagle Bancorp, Inc. (the “Company”) is committed to rewarding executive officers of the Company and its principal subsidiary EagleBank for their contributions to the Company’s success. The Company’s long-term incentive plan (LTIP) is adopted under, and constitutes the basis under which the Company will establish the equity based compensation awarded to executive officers pursuant to the Company’s then-applicable, shareholder approved, equity compensation plan (the “Stock Plan”), and is part of a total compensation package, which includes base salary, annual cash incentives (under the Senior Executive Incentive Plan — “SEIP”), long-term equity incentives and benefits. The objectives of this Long-Term Incentive Plan are to:

 

·             Focus and reward participants for driving long-term, sustained performance.

·             Align executive officers with shareholder interests.

·             Enable the Company and its subsidiaries to attract and retain talent needed to drive the Company’s success.

·             Ensure sound risk management by providing a balanced view of performance and aligning rewards with the time horizon of risk.

·             Position EagleBank’s total compensation to be competitive with market for meeting performance goals.

·             Work with the SEIP to ensure a proper balance of performance goals and time horizons for overall performance and compensation.

 

Participation

 

·             Participants are the executive officers of the Company and EagleBank, as designated by the Board of Directors.

·             Time-Vested Awards: New participants hired July 1 or later will not be eligible to receive awards of RS for the year in which they are hired but will become eligible for the next cycle.

·             Performance-Vested Awards: New participants must be an executive officer on the first business day of the year to be eligible for performance-vested awards (made in the first quarter) relating to the forthcoming three-year period. [Participants must be an active employee as of the last day of the applicable performance period and on the date stock vests to receive the benefit of an award.

·             Participant’s performance must be in good standing (minimum rating of 3) for the PRSU Performance Period and for the year of grant for Restricted Shares..

 

Program Components

 

The LTIP provides the opportunity to receive shares of time vested restricted stock (“RS”) and performance-vested restricted stock units (“PRSU”), to balance goals to reward for performance, retain executives and align executives’ interests with shareholders. Each year, participants are eligible to receive:

 

·                  Performance Shares (PSRU) (for 2018 this will be 50% of award value); PRSUs are performance-based and align executives with shareholder interests since award value is based on Company performance-based metrics. PRSUs represent the right to receive shares of the Company’s common stock upon certification of the achievement of specified performance based metrics over a three year performance and vesting cycle (the “performance period”).

·                  Restricted Stock (RS) (for 2018 this will be 50% of award value); RS supports executive ownership and retention objectives since there is always some value retained (even if performance metric minimums are not met).

 

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·                  PRSUs are granted at target, with the potential to achieve vesting at or above a lower (50% of target) “threshold” level, or to achieve vesting up to a “stretch/maximum” (150% of target) level (with the award value is focused on achievement of future performance based on predefined performance measures). RS awards may be granted at target or could vary to allow for recognition/variation of Company and Individual performance.

 

The number of Restricted Stock and PRSU shares will be determined by dividing the value of the compensation award by the stock price on the date of grant (utilizing the formula contained in the applicable Stock Plan then in effect). The number of Performance Shares (PRSUs) will be granted at target but will be settled in Common Stock after the three year performance and vesting period.

 

Performance units promote pay for performance alignment and are intended to reward future performance since the awards are only paid out when predefined performance goals are met. Performance units are earned and cliff vest after three years. Earned performance units are paid within 75 days after the end of the Performance Period or as soon as practicable thereafter if the measurement data was not yet readily available, and vest on the date the Compensation Committee certifies the performance data..

 

The grants of RS and PRSUs under this Plan are under and a part of the applicable Company Stock Plan and not outside thereof, and are subject to all terms and conditions of such Plan.

 

Individual grant agreements will be provided to each individual upon grant and will specify the terms and conditions of the grant.

 

Participation in the Plan does not guarantee an award at the target levels detailed in Appendix A. The Compensation Committee of the Company (the “Committee”) will have the discretion to grant above or below target for RS to allow for appropriate reflection of the Company’s performance, business environment, risk mitigating factors, affordability and individual performance and contribution.

 

Award Opportunities

 

Each participant will have a target equity award that reflects being a part of a competitive total compensation package for his/her role. LTIP targets will be communicated to each participant at the start of each performance period. (See Appendix A for current target opportunities.) LTIP targets are estimates only, subject to adjustment as set forth herein and are not committed amounts until awards are actually made and vested.

 

Restricted Stock (Time Vested) Shares — How They Work

 

RS grants are awarded based on a holistic view of performance that recognizes individual and Company performance. Actual awards can vary +/- 25% from target to reflect performance. Once awarded, RS vests one-third per year for three years, beginning on the first anniversary after the grant date.

 

Performance Shares — How they Work

 

Performance Period

 

Each performance cycle (i.e., performance period) is three years. Performance goals and target opportunities are communicated at the start of each performance period. For the 2018 Plan, the performance period will be January 1, 2018 to December 31, 2020. The payout of the award is contingent on actual performance of pre-defined measures at the end of the performance period. The result is a rolling series of annual awards, each earned over three years.

 

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The diagram below shows how the annual award process results in overlapping cycles.

 

 

Performance Measures

 

The Committee shall establish one or more Performance Goals for each grant of PRSUs. The selected performance measures are intended to reflect the Company’s strategic plan as well as shareholder expectations.

 

It is intended that target goals will reflect performance that is attainable with reasonable stretch. Stretch (maximum) goals will reflect challenge goals that require superior performance. Performance of each goal is measured independently.

 

Actual payout after three years will be interpolated on a straight-line basis between threshold, target and maximum to reward incremental performance. Performance will range from 50% of target for achieving threshold performance to 150% of target for achieving stretch performance.

 

The table below establishes two performance goals and ranges for 2018.

 

Measures

 

Weight

 

Threshold

 

Target

 

Stretch/Maximum

Earnings Per Share compared to approved Budget

 

50%

 

75% of Budget

 

At Budget

 

125% of Budget

Average Annual Return on Average Assets compared to Index

 

50%

 

Median

 

62.5% Percentile

 

75% Percentile

Payout Range (% of Target)

 

100%

 

50%

 

100%

 

150%

 

The Index is the KBW Regional Bank Index (KRX) .

 

EPS G shall be measured (after adjustment for intervening share issuances) by determining each year’s EPS and then averaging the comparisons to budget over three years.

 

ROAA shall be measured by determining each year’s ROAA and then averaging the three years.

 

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Awards Payouts

 

The Company’s performance in respect of each of the performance measures will be calculated following the end of each performance cycle to determine the portion of an award of PRSUs that has vested. Vested PRSUs will be settled in the Company’s common stock.

 

In light of extraordinary regional economic or business circumstances of a force majeure nature (such as a result of a terrorist act or new government sequestration), the grant may provide that the Committee retains the right to apply positive discretion to vesting as appropriate to normalize for such extraordinary regional circumstance. The factors listed above will be considered before vesting is approved by the Committee.

 

Terms and Conditions

 

This section provides a general overview of the major terms and conditions for the Long-Term Incentive Plan. Information represented below is subject to change and does not constitute a binding agreement.

 

Effective Date

 

This LTIP is effective initially to reflect a performance period of January 1, 2018 to December 31, 2020. The LTIP will be reviewed annually by the Company’s Compensation Committee of the Board to ensure proper alignment with the Company’s business objectives. The Company retains the rights as described below to amend, modify or discontinue the Plan at any time during the specified period regarding future grants. The Plan will remain in effect until outstanding awards are vested.

 

Plan Administration

 

The LTIP is authorized by the Board and administered by the Compensation Committee. The Compensation Committee has the sole authority to interpret the LTIP and to make or nullify any rules and procedures, as necessary, for proper administration of the LTIP. The Compensation Committee will make all final determinations regarding long-term incentive awards to participants. Any determinations by the Compensation Committee will be final and binding on all participants. The Compensation Committee may, in its sole discretion, terminate or modify the LTIP, however, no amendment or termination of this LTIP will adversely affect an outstanding award.

 

Plan Changes or Discontinuance

 

The Company has developed the LTIP on the basis of existing business, market and economic conditions; current services; and staff assignments. If substantial changes occur that affect these conditions, services, assignments, or forecasts (for example, mergers, dispositions or other corporate transactions, changes in laws or accounting principles or other events that would in the absence of some adjustment, frustrate the intended operation of this arrangement), the Company may add to, amend, modify or discontinue any of the terms or conditions of the LTIP at any time regarding future grants.

 

Termination of Employment

 

To encourage executive retention, a participant must be an active employee of the Company or Bank on the vesting date. (See exceptions for death, disability, retirement, termination for good reason or without cause and change in control below). PRSUs will be forfeited by participants who terminate employment during the performance cycle except as otherwise set forth in this LTIP.

 

Death, Disability, Retirement

 

If a participant ceases to be employed by the Company or Bank due to death, disability or retirement (as defined in the applicable Stock Plan), his/her RS shares will immediately vest, and his/her performance-

 

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vested PRSUs vesting will be the greater of (i) based on actual performance measured on the most recent completed fiscal quarter, without proration or (ii) based on an assumed “at target” performance for the entire Performance Period, but then prorated for the period between grant and DDR.  Pro ration shall be computed based on full months, including any partial month of service.

 

Change in Control (CIC)

 

Upon a change in control (as defined in, and subject to any conditions contained in, the Stock Plan then in effect), (a) an executive’s RS shares will vest and (b) his/her performance-vested PRSUs vesting will be the greater of (i) based on actual performance measured on the most recent completed fiscal quarter, without proration or (ii) based on an assumed “at target” performance for the entire Performance Period, but then prorated for the period between grant and CIC.  Pro ration shall be computed based on full months, including any partial month of service.

 

Clawback

 

All awards under this Plan are subject to clawback in accordance with the requirements of the applicable award agreement and applicable Stock plan, applicable law and regulation and the listing requirements of any exchange on which the Company’s common stock is listed for trading.

 

Ethics and Interpretation

 

If there is any ambiguity as to the meaning of any terms or provisions of the Plan or any questions as to the correct interpretation of any information contained therein, the interpretation expressed by the Compensation Committee will be final and binding.

 

The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standard, will subject a participant to disciplinary action up to and including termination of employment. In addition, any incentive compensation under the Plan to which the participant would otherwise be entitled may be revoked.

 

Miscellaneous

 

The LTIP will not be deemed to give any participant the right to be retained in the employ of the Bank, nor will the LTIP interfere with the right of the Company or Bank to discharge any participant at any time for any reason. Receipt of an award in one year does not guarantee the eligibility of a participant to receive, or entitle a participant to receive, an award in any subsequent year.

 

Each provision in this LTIP is severable, and if any provision is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby.

 

This incentive plan and the transactions and payments hereunder shall, in all respects, be governed by, and construed and enforced in accordance with the laws of the state of Maryland (without regard to its conflicts of laws provisions).

 

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Appendix A
2018 LTI Target Opportunity

 

Tier(1)

 

Target LTI
RS and PRSU
(% of Salary)

 

Tier 1

 

300

%

Tier 2

 

155

%

Tier 3

 

145

%

Tier 4

 

125

%

Tier 5

 

110

%

 


(1)           Tiers reflect SEIP Tiers.

 

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Section 3: EX-10.2 (EX-10.2)

Exhibit 10.2

 

CONFIDENTIAL TREATMENT REQUESTED FOR

HIGHLIGHTED PORTIONS

 

EagleBank

Eagle Bancorp, Inc.

Senior Executive Annual Incentive Plan

 

Performance Year 2018

 



 

CONFIDENTIAL TREATMENT REQUESTED FOR

HIGHLIGHTED PORTIONS

 

Eagle Bancorp, Inc. and EagleBank

Executive Annual Incentive Plan

Plan Document and Administrative Guidelines

 

This Annual Incentive Plan is for the Executive Management Team of Eagle Bancorp, Inc. (“Company”) and EagleBank.  The annual incentive plan is designed to compensate plan participants for the attainment of specified overall Bank and individual goals.  The objective is to align the interests of senior executives with the interests of the Bank in obtaining superior financial results.

 

The Plan operates on a calendar year basis (January 1st to December 31st).  This same calendar year is the performance-period for determining the amount of incentive awards to be paid following year end.

 

PERFORMANCE CRITERIA

 

·              Bank Performance - For all plan participants, a portion of the annual incentive will be based on overall bank performance.  The Compensation Committee will approve bank wide goals for each member of the executive management team on an annual basis.  In addition, they will review the Bank’s annual incentive programs to ensure they do not encourage risky behavior.

 

·              Strategic Performance - Some participants are encouraged to work towards our strategic plan and twenty percent (20%) up to Twenty-five percent (25%) of the annual incentive will be based on achievement of Bank strategic goals.

 

·              Individual Performance - For all participants, individual performance in meeting outlined expectations, as determined by annual performance evaluations, will represent at least fifteen percent (15%) of the plan participant’s incentive payout.

 

PERFORMANCE STANDARDS

 

For each performance factor (Overall Bank, Strategic and Individual), an appropriate standard of performance must be established with three essential performance points:

 

·              Threshold Performance:  That level of performance for each objective below which no award will be given.  Threshold performance will be 85% of target expectations.

 

·              Target Performance:  The level of performance for each factor at budgeted goals.  The budgeted, or expected, level of performance is based upon historical data, and management’s best judgment as to expected performance during the upcoming performance period.  The Compensation Committee will approve bank wide goals on an annual basis.

 

·              Target Plus Performance:  The target plus performance level will be paid in proportion to the results achieved in excess of 15% above target.  Overall incentive payouts are capped from 70% to 350% of base salary based on the executive’s tier and potential earnings.

 



 

CONFIDENTIAL TREATMENT REQUESTED FOR

HIGHLIGHTED PORTIONS

 

PLAN PAYOUTS

 

The Net Operating Income, Threshold level, must be met for there to be any payment made for the Bank Performance and Strategic Performance categories.  Participants will still be eligible to receive a payout for Individual Performance. Incentives are predicated on satisfactory audit and regulatory reviews as well as individual performance.

 

After all performance results are available at year-end, the awards will be calculated for each Plan participant and approved by the CEO, and Compensation Committee.  The Compensation Committee has the discretion to pay out annual incentives in cash or awards of restricted stock under the 2016 Stock Plan.

 

The actual award payouts will be calculated using a ratable approach, where award payouts are calculated as a proportion of threshold, target and target plus award opportunities.  If actual performance falls between a performance level, the payout will also fall between the pre-defined performance level on a pro-rated basis.  A Plan participant must be an employee at the time of the award payout in order to receive a payout.  The result of the performance criteria is calculated as a percent of base salary for participants during the current Plan year.  Plan payouts will be made no later than 75 days after the year end.

 

All awards under this Plan are subject to clawback in accordance with the requirements of the applicable award agreement, applicable law and regulation and the listing requirements of any exchange on which the Company’s common stock is listed for trading.

 

PLAN ADMINISTRATION

 

Responsibilities of the Compensation Committee:  The Compensation Committee has the responsibility to approve, amend, or terminate the Plan as necessary.  The actions of the Compensation Committee shall be final and binding on all parties.  The Compensation Committee shall also review the operating rules of the Plan on an annual basis and revise these rules if necessary.  The Compensation Committee also has the sole ability to decide if an extraordinary event(1) totally outside of management’s influence, be it a windfall or a shortfall, has occurred during the current Plan year, and whether the figures should be adjusted to neutralize the effects of such events.  After approval by the Compensation Committee, management shall, as soon as practical, inform each of the Plan participants under the Plan of their potential award under the operating rules adopted for the Plan year.

 

Nothing herein limits the Compensation Committee from awarding one or more members of the Executive Management Team a bonus in cash and/or Restricted Stock for individual and/or Company performance beyond that reflected as a result of the Plan.

 

Responsibilities of the CEO:  The CEO of the Company administers the program directly and provides liaison to the Compensation Committee, including the following specific responsibilities: recommend the Plan participants to be included in the Plan each year.  This includes determining if additional employees should be added to the Plan and if any Plan participants should be removed from participating in the Plan. The CEO will provide recommendations for the award opportunity amounts at threshold, target and target plus for tiers II and below.  The CEO will review the objectives and evaluations, adjust guideline awards for performance and recommend final awards to the Compensation Committee. The CEO may also provide other appropriate recommendations that may become necessary during the life of the plan.  This could include such items as changes to Plan provisions.

 



 

CONFIDENTIAL TREATMENT REQUESTED FOR

HIGHLIGHTED PORTIONS

 

Amendments and Plan Termination:  The Company has developed the Plan on the basis of existing business, market and economic conditions, current services, and staff assignments.  If substantial changes occur that affect these conditions, services, assignments, or forecasts, the Company may add to, amend, modify or discontinue any of the terms or conditions of the Plan at any time with approval from the Compensation Committee.  The Compensation Committee may, at its sole discretion, terminate, change or amend any of the Plan as it deems appropriate.

 

MISCELLANEOUS

 

Reorganization:  If the Company shall merge into or consolidate with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person such succeeding or continuing company, firm, or person shall succeed to, assume and discharge the obligations of the Company under this Plan.  Upon the occurrence of such event, the term “Company” as used in this Plan shall be deemed to refer to the successor or survivor company.

 

Tax Withholding:  The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Plan.

 

Designated Fiduciary:  The Company shall be the named fiduciary and Plan Administrator under the Plan.  The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

 

No Guarantee of Employment:  This Plan is not an employment policy or contract.  It does not give the Plan participant the right to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Plan participant.

 


(1) An extraordinary event may include a merger, acquisition or divestiture that was not outlined in strategic plan, investment gains or losses, changes in capital cost structure, unplanned branch openings, unexpected and strong sales oriented addition to staff, and increase of 50% or more of collection expenses.

 



 

CONFIDENTIAL TREATMENT REQUESTED FOR

HIGHLIGHTED PORTIONS

 

INCENTIVE RANGES AND AWARD OBJECTIVES

 

Eagle Bancorp, Inc.

 

 

 

 

 

 

 

Proposed Incentive Ranges

 

Factor Weighting

 

Tier

 

Name

 

Position

 

Threshold

 

Target

 

Target
Plus

 

Cap

 

Threshold

 

Target

 

Target
Plus

 

Bank

 

Strategic

 

Ind

 

I

 

Ron Paul

 

Chairman and CEO

 

*

 

*

 

*

 

*

 

*

 

*

 

*

 

75

%

0

%

25

%

II

 

Susan Riel

 

Sr. EVP & COO of the Bank

 

*

 

*

 

*

 

*

 

*

 

*

 

*

 

60

%

20

%

20

%

III

 

Antonio Marquez

 

EVP & Chief Lending Officer — CRE

 

*

 

*

 

*

 

*

 

*

 

*

 

*

 

80

%

0

%

20

%

III

 

Janice Williams

 

EVP & Chief Credit Officer

 

*

 

*

 

*

 

*

 

*

 

*

 

*

 

80

%

0

%

20

%

IV

 

Larry Bensignor

 

EVP & General Counsel

 

*

 

*

 

*

 

*

 

*

 

*

 

*

 

60

%

20

%

20

%

IV

 

Lindsey Rheaume

 

EVP & Chief Lending Officer - C&I

 

*

 

*

 

*

 

*

 

*

 

*

 

*

 

80

%

0

%

20

%

V

 

Charles Levingston

 

EVP & Chief Financial Officer

 

*

 

*

 

*

 

*

 

*

 

*

 

*

 

60

%

20

%

20

%

 

 

 

 

 

 

Percent of Salary

 

 

 

 

 

 

 

Weighting of Award

 

 

NOTE:    Threshold and target payout thresholds have been established for each tier in order to ensure competitive payouts and budget costs associated with this program.  Target Plus payouts are not capped, however total cash incentive is capped.

 



 

CONFIDENTIAL TREATMENT REQUESTED FOR

HIGHLIGHTED PORTIONS

 

2018 Senior Staff Incentive Goals

 

 

 

Paul

 

Riel

 

Marquez

 

Rheaume

 

Levingston

 

Williams

 

Bensignor

 

Target

 

Adjusted Net Income

 

25

%

20

%

15

%

15

%

20

%

10

%

10

%

*

 

Efficiency Ratio (KRX Median)

 

15

%

20

%

 

 

 

 

25

%

 

 

 

 

*

 

EPS (KRX Median)

 

20

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Alignment

 

 

 

20

%

 

 

 

 

20

%

 

 

20

%

n/a

 

Annual Average Loan Growth for Division CRE

 

 

 

 

 

25

%

 

 

 

 

 

 

 

 

*

 

Annual Average Loan Growth for Division C&I

 

 

 

 

 

 

 

25

%

 

 

 

 

 

 

*

 

Growth of Annual Average/Portfolio of Deposit Penetration and deposit only relationships

 

 

 

 

 

20

%

20

%

 

 

 

 

 

 

 

 

Non-Credit Legal Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

25

%

 

 

NPAs

 

 

 

 

 

 

 

 

 

 

 

30

%

 

 

 

 

Expenses (Non-Interest Expenses)

 

 

 

20

%

 

 

 

 

 

 

15

%

 

 

*

 

Return on Common Equity (KRX Median)

 

15

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Margin

 

 

 

 

 

20

%

20

%

15

%

 

 

 

 

*

 

Annual Average Individual Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

25

%

*

 

Charge Offs

 

 

 

 

 

 

 

 

 

 

 

25

%

 

 

*

 

Dept/Individual Performance

 

25

%

20

%

20

%

20

%

20

%

20

%

20

%

*

 

 

 

100

%

100

%

100

%

100

%

 

 

100

%

100

%

 

 

 


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Section 4: EX-10.3 (EX-10.3)

Exhibit 10.3

 

EagleBank

Eagle Bancorp, Inc.

Senior Executive Annual Incentive Plan

 

Performance Year 2017

 



 

Eagle Bancorp, Inc. and EagleBank

Executive Annual Incentive Plan

Plan Document and Administrative Guidelines

 

This Annual Incentive Plan is for the Executive Management Team of Eagle Bancorp, Inc. (“Company”) and EagleBank.  The annual incentive plan is designed to compensate plan participants for the attainment of specified overall Bank and individual goals.  The objective is to align the interests of senior executives with the interests of the Bank in obtaining superior financial results.

 

The Plan operates on a calendar year basis (January 1st to December 31st).  This same calendar year is the performance-period for determining the amount of incentive awards to be paid following year end.

 

PERFORMANCE CRITERIA

 

·                                          Bank Performance - For all plan participants, a portion of the annual incentive will be based on overall bank performance.  The Compensation Committee will approve bank wide goals for each member of the executive management team on an annual basis.  In addition, they will review the Bank’s annual incentive programs to ensure they do not encourage risky behavior.

 

·                                          Strategic Performance - Some participants are encouraged to work towards our strategic plan and twenty percent (20%) up to Twenty-five percent (25%) of the annual incentive will be based on achievement of Bank strategic goals.

 

·                                          Individual Performance - For all participants, individual performance in meeting outlined expectations, as determined by annual performance evaluations, will represent at least fifteen percent (15%) of the plan participant’s incentive payout.

 

PERFORMANCE STANDARDS

 

For each performance factor (Overall Bank, Strategic and Individual), an appropriate standard of performance must be established with three essential performance points:

 

·                                          Threshold Performance:  That level of performance for each objective below which no award will be given.  Threshold performance will be 85% of target expectations.

 

·                                          Target Performance:  The level of performance for each factor at budgeted goals.  The budgeted, or expected, level of performance is based upon historical data, and management’s best judgment as to expected performance during the upcoming performance period.  The Compensation Committee will approve bank wide goals on an annual basis.

 

·                                          Target Plus Performance:  The target plus performance level will be paid in proportion to the results achieved in excess of 15% above target; however we include it to show potential payouts if we exceed target goals by 15%.  Overall incentive payouts are capped from 100% to 250% of base salary based on the executive’s tier.

 



 

PLAN PAYOUTS

 

The Net Operating Income, Threshold level, must be met for there to be any payment made for the Bank Performance and Strategic Performance categories.  Participants will still be eligible to receive a payout for Individual Performance. Incentives are predicated on satisfactory audit and regulatory reviews as well as individual performance.

 

After all performance results are available at year-end, the awards will be calculated for each Plan participant and approved by the CEO, and Compensation Committee.  The Compensation Committee has the discretion to pay out annual incentives in cash or awards of restricted stock under the 2006 Stock Plan.

 

The actual award payouts will be calculated using a ratable approach, where award payouts are calculated as a proportion of threshold, target and target plus award opportunities.  If actual performance falls between a performance level, the payout will also fall between the pre-defined performance level on a pro-rated basis.  A Plan participant must be an employee at the time of the award payout in order to receive a payout.  The result of the performance criteria is calculated as a percent of base salary for participants during the current Plan year.  Plan payouts will be made no later than 75 days after the year end.

 

All awards under this Plan are subject to clawback in accordance with the requirements of the applicable award agreement, applicable law and regulation and the listing requirements of any exchange on which the Company’s common stock is listed for trading.

 

PLAN ADMINISTRATION

 

Responsibilities of the Compensation Committee:  The Compensation Committee has the responsibility to approve, amend, or terminate the Plan as necessary.  The actions of the Compensation Committee shall be final and binding on all parties.  The Compensation Committee shall also review the operating rules of the Plan on an annual basis and revise these rules if necessary.  The Compensation Committee also has the sole ability to decide if an extraordinary event(1) totally outside of management’s influence, be it a windfall or a shortfall, has occurred during the current Plan year, and whether the figures should be adjusted to neutralize the effects of such events.  After approval by the Compensation Committee, management shall, as soon as practical, inform each of the Plan participants under the Plan of their potential award under the operating rules adopted for the Plan year.

 

Nothing herein limits the Compensation Committee from awarding one or more members of the Executive Management Team a bonus in cash and/or Restricted Stock for individual and/or Company performance beyond that reflected as a result of the Plan.

 

Responsibilities of the CEO:  The CEO of the Company administers the program directly and provides liaison to the Compensation Committee, including the following specific responsibilities: recommend the Plan participants to be included in the Plan each year.  This includes determining if additional employees should be added to the Plan and if any Plan participants should be removed from participating in the Plan. The CEO will provide recommendations for the award opportunity amounts at threshold, target and target plus for tiers II and below.  The CEO will review the objectives and evaluations, adjust guideline awards for performance and recommend final awards to the Compensation Committee. The CEO may also provide other appropriate recommendations that may become necessary during the life of the plan.  This could include such items as changes to Plan provisions.

 



 

Amendments and Plan Termination:  The Company has developed the Plan on the basis of existing business, market and economic conditions, current services, and staff assignments.  If substantial changes occur that affect these conditions, services, assignments, or forecasts, the Company may add to, amend, modify or discontinue any of the terms or conditions of the Plan at any time with approval from the Compensation Committee.  The Compensation Committee may, at its sole discretion, terminate, change or amend any of the Plan as it deems appropriate.

 

MISCELLANEOUS

 

Reorganization:  If the Company shall merge into or consolidate with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person such succeeding or continuing company, firm, or person shall succeed to, assume and discharge the obligations of the Company under this Plan.  Upon the occurrence of such event, the term “Company” as used in this Plan shall be deemed to refer to the successor or survivor company.

 

Tax Withholding:  The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Plan.

 

Designated Fiduciary:  The Company shall be the named fiduciary and Plan Administrator under the Plan.  The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

 

No Guarantee of Employment:  This Plan is not an employment policy or contract.  It does not give the Plan participant the right to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Plan participant.

 


(1) An extraordinary event may include a merger, acquisition or divestiture that was not outlined in strategic plan, investment gains or losses, changes in capital cost structure, unplanned branch openings, unexpected and strong sales oriented addition to staff, and increase of 50% or more of collection expenses.

 



 

INCENTIVE RANGES AND AWARD OBJECTIVES

 

Eagle Bancorp, Inc.

 

 

 

 

 

 

 

Proposed Incentive Ranges

 

Factor Weightings

 

Tier

 

Name

 

Position

 

Threshold

 

Target

 

Target
Plus

 

Cap as
a % of
Salary

 

Bank

 

Strategic

 

Ind

 

I

 

Ron Paul

 

Chairman and CEO

 

125

%

225

%

275

%

300

%

75

%

0

%

25

%

II

 

Susan Riel

 

Sr. EVP & COO of the Bank

 

70

%

95

%

125

%

150

%

60

%

20

%

20

%

III

 

Antonio Marquez

 

Chief Lending Officer — CRE

 

60

%

85

%

100

%

125

%

80

%

0

%

20

%

IV

 

Janice Williams

 

EVP & Chief Credit Officer

 

60

%

85

%

100

%

125

%

80

%

0

%

20

%

IV

 

Larry Bensignor

 

EVP & General Counsel

 

50

%

75

%

85

%

100

%

60

%

20

%

20

%

IV

 

Lindsey Rheaume

 

Chief Lending Officer - C&I

 

50

%

75

%

85

%

100

%

80

%

0

%

20

%

V

 

Charles Levingston

 

Chief Financial Officer (designate)

 

30

%

50

%

70

%

90

%

60

%

20

%

20

%

 

 

 

 

 

 

Percent of Salary

 

 

 

Weighting of Award

 

 

NOTE:           Threshold and target payout thresholds have been established for each tier in order to ensure competitive payouts and budget costs associated with this program.  Target Plus payouts are not capped, however total cash incentive is capped.

 



 

2017 Senior Staff Incentive Goals

 

 

 

Paul

 

Riel

 

Marquez

 

Rheaume

 

Levingston

 

Williams

 

Bensignor

 

Target

 

Adjusted Net Income

 

25

%

20

%

15

%

15

%

20

%

10

%

10

%

$

109,742,166

 

Efficiency Ratio (KRX Median)

 

15

%

20

%

 

 

 

 

25

%

 

 

 

 

48.88

%

EPS (KRX Median)

 

20

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Alignment

 

 

 

20

%

 

 

 

 

20

%

 

 

20

%

n/a

 

Annual Average Loan Growth for Division CRE

 

 

 

 

 

25

%

 

 

 

 

 

 

 

 

$

3,201,517,000

 

Annual Average Loan Growth for Division C&I

 

 

 

 

 

 

 

25

%

 

 

 

 

 

 

$

1,411,349,984

 

Growth of Annual Average/Portfolio of Deposit Penetration and deposit only

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

412,082,666

 (CRE)

relationships

 

 

 

 

 

20

%

20

%

 

 

 

 

 

 

$

602,471,177

 (C&I)

Non Credit Legal Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

25

%

$

513,099

 

NPAs

 

 

 

 

 

 

 

 

 

 

 

30

%

 

 

$

32,142,495

 

Expenses (Non-Interest Expenses)

 

 

 

20

%

 

 

 

 

 

 

15

%

 

 

$

128,393,341

 

Return on Common Equity (KRX Median)

 

15

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Margin

 

 

 

 

 

20

%

20

%

15

%

 

 

 

 

4.11

%

Annual Average Individual Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

25

%

$

1,500,000

 

Charge Offs

 

 

 

 

 

 

 

 

 

 

 

25

%

 

 

$

13,288,529

 

Dept/Individual Performance

 

25

%

20

%

20

%

20

%

20

%

20

%

20

%

n/a

 

 

 

100

%

100

%

100

%

100

%

 

 

100

%

100

%

 

 

 


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