What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-01 · 103 added, 37 removed, 141 unchanged (50% of the section changed)

18 unchanged sentences

The independent auditors and the internal auditors have full and unlimited access to the Audit Committee, with or without the presence of management, to discuss the adequacy of internal control over financial reporting and any other matters which they believe should be brought to the attention of the Audit Committee.

Management assessed the Company’s system of internal control over financial reporting as of December 31, 2022.

This assessment was conducted based on COSO “Internal Control – Integrated Framework (2013).” Based on this assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022.

The 2023 financial statements have been audited by the independent registered public accounting firm of Crowe LLP (“Crowe”).

4 unchanged sentences

Based on this assessment, management has determined that the Company's internal control over financial reporting as of December 31, 2023 is effective.

Additionally, there were no changes in our internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Agreements with the Paul Saltzman, Executive Vice President, Chief Legal Officer

On February 21, 2024, the Bank and Paul Saltzman, Executive Vice President and Chief Legal Officer of the Bank and the Company, entered into an amended and restated employment agreement (the “Amended Employment Agreement”) and an amended and restated non-compete agreement (the “Amended Non-Compete”), each of which superseded and replaced his prior agreements.

Under the Amended Employment Agreement, Mr.

Saltzman is entitled to an annual base salary of $419,247, which can be increased but not decreased without the consent of Mr.

Saltzman other than as part of a salary reduction applicable to all senior executives of the Bank.

In addition, Mr.

Saltzman is eligible to participate in benefit plans generally available to similarly situated officers and employees of the Bank.

The Amended Employment Agreement also includes an annual car allowance of $9,000 payable in equal installments in accordance with the Bank’s regular payroll practices and a housing allowance of up to $2,246.83 per month for a maximum of 24 months from the effective date of the Amended Employment Agreement.

In addition, if Mr.

Saltzman obtains a life insurance policy with a benefit of up to $750,000, then during the term of the Amended Employment Agreement, the Bank will reimburse Mr.

Saltzman the cost of the premiums on the life insurance policy.

Saltzman’s employment is terminated by the Bank without cause (as defined in the agreement), he is entitled to a lump sum cash payment equal to 12 times his total monthly premium (i.e., his portion and the Bank’s portion) of his health, dental and vision insurance premiums, payable within 60 days following his date of termination, provided that he timely executes, and does not revoke, a general release of claims.

In the event that Mr.

Saltzman’s employment is terminated by the Bank without cause within 120 days immediately prior to and in conjunction with a change in control (as defined in the Amended Employment Agreement) or within 12 months following the consummation of a change in control, or if, within 12 months following the consummation of a change in control, Mr.

Saltzman terminates his employment following (i) a material reduction in his title, duties, and/or position, (ii) a material reduction in in his compensation, benefits, contractual terms, or responsibilities, or (iii) a relocation of his primary worksite or more than 25 miles (items (i) through (iii) are referred to as a “good reason”), the Amended Employment Agreement provides that Mr.

Saltzman would be entitled to a lump sum cash payment equal to (i) 0.99 times the sum of (a) his annual salary at the highest rate in effect during the 12-month period immediately preceding his termination date, plus (b) his annual incentive cash bonuses paid in the most recent 12-month period, and (ii) 36 times the total monthly premium (i.e., his portion and the Bank’s portion) of his health, dental and vision insurance premiums.

The lump sum cash payment will be payable within 60 days following the later of Mr.

Saltzman’s date of termination of employment or the effective date of the change in control, subject to Mr.

Saltzman executing, and not revoking, a general release of claims.

The payment will be reduced by an amount necessary to avoid any excise tax or penalties under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), only if such reduction results in a greater after-tax benefit to Mr.

The Amended Employment Agreement contains non-competition and non-solicitation restrictions that apply during the term and for one year following Mr.

Saltzman’s termination of employment.

The Amended Employment Agreement also contains confidentiality, cooperation, and non-disparagement provisions.

The Amended Non-Compete provides that if the Bank terminates Mr.

Saltzman’s employment without cause (as defined in the Amended Employment Agreement), or within 12 months following the consummation of a change in control, Mr.

Saltzman terminates his employment for good reason (as set forth above), the Bank will continue to pay Mr.

Saltzman the sum of (i) one-twelfth of his annual salary at the highest rate in effect during the 12-month period immediately preceding his termination date, plus (ii) one-twelfth his annual incentive cash bonuses paid in the most recent 12-month period, payable in equal monthly installments for one year contingent on and following the date on which the general release of claims is executed and delivered to the Bank.

The payments are also contingent on Mr.

Saltzman’s compliance with the conditions and requirements set forth in the Amended Non-Compete.

The Amended Non-Compete requires that for a period of one year after termination of employment, Mr.

Saltzman will not, directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise) engage in employment or provide services to any financial services enterprise (including but not limited to a savings and loan association, bank, credit union or insurance company) engaged in the business of offering retail customer and commercial deposit accounts and/or loan products.

Retirement Announcement of Lindsey Rheaume, Executive Vice President & Chief Lending Officer – Commercial and Industrial

On February 23, 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.

The Transition Agreement supersedes Mr.

Rheaume’s existing Employment Agreement and Non-Compete Agreement except with respect for certain surviving non-financial provisions, including restrictive covenant obligations.

The foregoing summary of Mr.

Rheaume’s Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement, which is filed herewith as Exhibit 10.32 and incorporated by reference herein in its entirety.

Resignation Announcement of Jay Namputhiripad, Executive Vice President and Chief Risk Officer of EagleBank

On February 27, 2024, Jay Namputhiripad, Executive Vice President and Chief Risk Officer of EagleBank resigned effective immediately.

Jay Namputhiripad was not an executive officer of the Company.

Chief Risk Officer responsibilities will be temporarily assumed by Eric Newell, Executive Vice President and Chief Financial Officer of the Company until a replacement Chief Risk Officer is appointed.

The Bank is actively recruiting for a new Chief Risk Officer.

Replacement of Clawback Policy

In October 2023, the Board of Directors adopted the Eagle Bancorp, Inc.

Clawback Policy, replacing our former Clawback Policy.

The Clawback Policy is consistent with the SEC's adoption of new rules to implement Section 954 of the Dodd-Frank Act and corresponding Nasdaq listing standards and 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.

(b) Director and Officer Trading Arrangements:

During the three months ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

9 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated by reference to the material appearing under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

The information required by this Item is incorporated by reference to the material appearing under the caption “Voting Securities and Principal Shareholders” in the Proxy Statement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated by reference to the material appearing under the captions “Election of Directors,” "Corporate Governance" and “Certain Relationships and Related Transactions” in the Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated by reference to the material appearing under the caption “Ratification of the Appointment of Independent Registered Public Accounting Firm – Fees Paid to Independent Accounting Firm” in the Proxy Statement.

The Independent Registered Public Accounting Firm for the financial statements as of December 31, 2020 and for the year then ended was FORVIS, LLP (PCAOB Firm ID No.

686) (formerly Dixon Hughes Goodman LLP) located in Charlotte, North Carolina.

The Independent Registered Public Accounting Firm for the financial statements as of December 31, 2022 and 2021 and for the two years then ended was Crowe LLP (PCAOB Firm ID No.

The Independent Registered Public Accounting Firm for the financial statements as of December 31, 2023, 2022 and 2021, and for the three years then ended was Crowe LLP (PCAOB Firm ID No.

173) located in Chicago, Illinois.

2 unchanged sentences

Reports of Crowe LLP, Independent Registered Public Accounting Firm

Report of FORVIS, LLP Independent Registered Public Accounting Firm

Consolidated Balance Sheets at December 31, 2023 and 2022

Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2023, 2022 and 2021

13 unchanged sentences

10.2 + 2016 Stock Plan (7)

10.3 + Amended and Restated Employment Agreement dated as of January 8, 2020, between EagleBank and Charles D.

10.3 + Second Amended and Restated Employment Agreement dated as of September 25, 2023, between EagleBank and Charles D.

Levingston (30)

10.4 + Second Amended and Restated Employment Agreement dated as of January 14, 2020, between EagleBank and Antonio F.

Amended and Restated Employment Agreement dated as of December 18, 2023, between EagleBank and Susan G.

2 unchanged sentences

Second Amended and Restated Employment Agreement dated as of January 28, 2020 between EagleBank and Lindsey S.

Employment Agreement dated as of September 25, 2023 between EagleBank, Eagle Bancorp, Inc.

Employment Agreement dated as of August 9, 2023 between EagleBank, Eagle Bancorp, Inc.

and Ryan Riel (32)

Amended and Restated Non-Compete Agreement dated as of January 28, 2020, between EagleBank and Charles D.

Levingston (13)

10.9 + Amended and Restated Non-Compete Agreement dated as of January 14, 2020, between EagleBank and Antonio F.

Amended and Restated Non-Compete Agreement dated as of December 18, 2023, between EagleBank and Susan G.

2 unchanged sentences

10.12 + Amended and Restated Non-Compete Agreement dated as of January 28, 2020, between EagleBank and Lindsey S.

10.13 + Non-Compete Agreement dated as of September 25, 2023, between EagleBank, Eagle Bancorp, Inc.

10.14 + Non-Compete Agreement dated as of August 9, 2023, between EagleBank, Eagle Bancorp, Inc.

and Ryan Riel (34)

10.15 + Amended and Restated Non-Compete Agreement dated as of December 18, 2023, between Eagle Bancorp, Inc., EagleBank and Norman R.

10.16 + Form of Supplemental Executive Retirement Plan Agreement (18)

10.15 + 2020 Senior Executive Incentive Plan (19)

10.17 + 2024 Senior Exe cutive Incentive Plan

Virginia Heritage Bank 2006 Stock Option Plan (20)

2 unchanged sentences

Levingston dated as of January 29, 2020 (22)

10.19 + 2022 Long Term Incentive Plan, as amended on February 10, 2020 (23)

10.20 + Employment Agreement between EagleBank and Paul Saltzman (24)

10.21 + Amended and Restated Chairman Compensation Agreement, dated as of December 31, 2019, among Eagle Bancorp, Inc., Eagle Bank and Norman R.

10.22 + Amended and Restated Non-Compete Agreement, dated as of December 31, 2019 among Eagle Bancorp, Inc., Eagle Bank, and Norman R.

Long Term Incentive Plan 2024-2026

Amended and Restated Employment Agreement dated as of February 21, 2024 between EagleBank and Paul Saltzman

Non-Compete Agreement dated as of February 21, 2024 between EagleBank and Paul Saltzman

Amended and Restated Chairman Compensation Agreement, dated as of December 18, 2023, among Eagle Bancorp, Inc., EagleBank and Norman R.

Amended and Restated Non-Compete Agreement, dated as of December 18, 2023 among Eagle Bancorp, Inc., EagleBank, and Norman R.

10.26 Form of Non-Employee Director Restricted Stock Award (Time Vested) (25)

3 unchanged sentences

Pozez dated April 2, 2020 (28)

10.27 + Employment Agreement dated as of March 1, 2021, between EagleBank and Jeffrey M.

2021 Stock Plan (39)

2021 Employee Stock Purchase Plan (40)

10.32 + Transition Agreement with General Release of Claims, dated as of February 27, 2024 among Eagle Bancorp, Inc., EagleBank, and Lindsey Rheaume

21 Subsidiaries of the Registrant

23.1 Consent of Crowe LLP

23.2 Consent of FORVIS, LLP

31.1 Certification of Susan G.

31.2 Certification of Charles D.

31.2 Certification of Eric R.

31.3 Certification of Norman R.

32.1 Certification of Susan G.

32.2 Certification of Charles D.

32.2 Certification of Eric R.

32.3 Certification of Norman R.

Clawback Policy

101 Interactive data files pursuant to Rule 405 of Regulation S-T:

1 unchanged sentence

(ii) Consolidated Statement of Operations for the years ended December 31, 2023, 2022 and 2021

(iii) Consolidated Statement of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020

(iii) Consolidated Statement of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021

(iv) Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2023, 2022 and 2021

32 unchanged sentences

(29) Incorporated by reference to Exhibit 16.1 to the Company's Current Report on Form 8-K filed on October 7, 2020.

(30) Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2023.

(31) Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2023.

(32) Incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2023.

(33) Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2023.

(34) Incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2023.

(35) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 21, 2023.

(36) Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 21, 2023.

(37) Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on December 21, 2023.

(38) Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on December 21, 2023.

(39) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 26, 2021.

(40) Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 26, 2021.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EAGLE BANCORP, INC.

March 1, 2023 by:

February 29, 2024 by:

Riel, President and CEO

2 unchanged sentences

/s/ Matthew D.

Brockwell Director March 1, 2023

/s/ Steven Freidkin Director March 1, 2023

Brockwell Director February 29, 2024

/s/ Steven Freidkin Director February 29, 2024

Steven Freidkin

/s/ Ernest D.

Jarvis Director March 1, 2023

/s/ Theresa G.

LaPlaca Director March 1, 2023

/s/ Charles D.

Levingston Executive Vice President March 1, 2023

Levingston and Chief Financial Officer of the Company (Principal Financial and Accounting Officer)

/s/ Leslie Ludwig Director March 1, 2023

LaPlaca Director February 29, 2024

/s/ Leslie Ludwig Director February 29, 2024

Leslie Ludwig

Newell Executive Vice President February 29, 2024

Newell and Chief Financial Officer of the Company (Principal Financial and Accounting Officer)

/s/ Norman R.

Pozez Executive Chairman of the Company March 1, 2023

Raffa Director March 1, 2023

Riel President and Chief March 1, 2023

Pozez Executive Chairman of the Company February 29, 2024

Raffa Director February 29, 2024

Riel President and Chief February 29, 2024

Riel Executive Officer of the Company

1 unchanged sentence

Soltesz, P.E.

Director March 1, 2023

Director February 29, 2024

/s/ Benjamin M.

Soto, Esquire Director March 1, 2023

Soto, Esquire Director February 29, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures