Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management, under the supervision and with the participation of the Chief Executive Officer, Executive Chairman and Chief Financial Officer, evaluated, as of the last day of the period covered by this report, the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, the Chief Executive Officer, Executive Chairman and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of December 31, 2023 were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required and that it is accumulated and communicated to our management, including the Chief Executive Officer, Executive Chairman and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for the preparation, integrity and fair presentation of the financial statements included in this Annual Report. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s judgments and estimates concerning the effects of events and transactions that are accounted for or disclosed.
Management is also responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act). The Company’s internal control over financial reporting includes those policies and procedures that pertain to the Company’s ability to record, process, summarize and report reliable financial data. The internal control system contains monitoring mechanisms and appropriate actions taken to correct identified deficiencies. Management believes that internal control over financial reporting, which is subject to scrutiny by management and the Company’s internal auditors, supports the integrity and reliability of the financial statements. Management recognizes that there are inherent limitations in the effectiveness of any internal control system, including the possibility of human error and the circumvention or overriding of internal controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. In addition, because of changes in conditions and circumstances, the effectiveness of internal control over financial reporting may vary over time. The Audit Committee is comprised entirely of outside directors who are independent pursuant to stock exchange and SEC rules. The Audit Committee is responsible for the appointment and compensation of the independent auditors and makes decisions regarding the appointment or removal of members of the internal audit function. The Audit Committee meets periodically with management, the independent auditors, and the internal auditors to ensure that they are carrying out their responsibilities. The Audit Committee is also responsible for performing an oversight role by reviewing and monitoring the financial, accounting and auditing procedures of the Company in addition to reviewing the Company’s financial reports. 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.
The 2023 financial statements have been audited by the independent registered public accounting firm of Crowe LLP (“Crowe”). Crowe has also issued a report on the effectiveness of internal control over financial reporting. That report has also been made a part of this Annual Report.
Changes in Internal Control over Financial Reporting
Management has conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2023, utilizing framework established in “Internal Control – Integrated Framework (2013)” issued by COSO. 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.
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ITEM 9B. 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.
If Mr. 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. Saltzman.
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
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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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is incorporated by reference to the material appearing under the captions “Election of Directors,” “Executive Officers Who Are Not Directors,” “Delinquent Section 16(a) Reports” and “2023 Meetings, Committees and Procedures of the Board of Directors” in the Company’s definitive proxy statement for the Annual Meeting of Shareholders to be held on May 16, 2024 (the “Proxy Statement”). The Company has adopted a code of ethics that applies to its Chief Executive Officer and Chief Financial Officer which is available on our website at https://ir.eaglebankcorp.com/ . This reference to our website is an inactive textual reference only and is not a hyperlink. The information on our website is not incorporated by reference in this Form 10-K, and you should not consider it a part of this Form 10-K. A copy of the code of ethics will also be provided to any person, without charge, upon written request directed to Jane Cornett, Corporate Secretary, Eagle Bancorp, Inc., 7830 Old Georgetown Road, Third Floor, Bethesda, Maryland 20814. There have been no material changes in the procedures previously disclosed by which shareholders may recommend nominees to the Company’s Board of Directors.
ITEM 11. EXECUTIVE COMPENSATION
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The information required by this Item is incorporated by reference to the material appearing under the captions “Election of Directors – Director Compensation,” “2023 Meetings, Committees and Procedures of the Board of Directors,” “Compensation Committee Report” and “Compensation Discussion and Analysis” in the Proxy Statement, except as to information required pursuant to Item 402(v) of SEC Regulation S-K relating to pay versus performance.
ITEM 12. 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 “Voting Securities and Principal Shareholders” in the Proxy Statement.
ITEM 13. 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 Party Transactions” in the Proxy Statement.
ITEM 14. 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, 2023, 2022 and 2021, and for the three years then ended was Crowe LLP (PCAOB Firm ID No. 173) located in Chicago, Illinois.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following financial statements are included in this report
Reports of Crowe 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 (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
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021
Notes to the Consolidated Financial Statements
All financial statement schedules have been omitted as the required information is either inapplicable or included in the Consolidated Financial Statements or related notes.
Exhibit No. Description of Exhibit
3.1 Certificate of Incorporation of the Company, as amended (1)
3.2 Bylaws of the Company (2)
4.1 Subordinated Indenture, dated as of August 5, 2014, between the Company and Wilmington Trust, National Association, as Trustee (3)
4.2 First Supplemental Indenture, dated as of August 5, 2014, between the Company and Wilmington Trust, National Association, as Trustee (4)
4.3 Form of Global Note representing the 5.75% Subordinated Notes due September 1, 2024 (included in Exhibit 4.2)
4.4 Second Supplemental Indenture, dated as of July 26, 2016, between the Company and Wilmington Trust, National Association, as Trustee (5)
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4.5 Form of Global Note representing the 5.00% Fix-to-Floating Rate Subordinated Notes due August 1, 2026 (included in Exhibit 4.4)
4.6 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
10.1 + 2006 Stock Plan (6)
10.2 + 2016 Stock Plan (7)
10.3 + Second Amended and Restated Employment Agreement dated as of September 25, 2023, between EagleBank and Charles D. Levingston (30)
10.4 +
Amended and Restated Employment Agreement dated as of December 18, 2023, between EagleBank and Susan G. Riel (36)
10.5 +
Second Amended and Restated Employment Agreement dated as of January 28, 2020, between EagleBank and Janice L. Williams (11)
10.6 +
Second Amended and Restated Employment Agreement dated as of January 28, 2020 between EagleBank and Lindsey S. Rheaume (12)
10.7 +
Employment Agreement dated as of September 25, 2023 between EagleBank, Eagle Bancorp, Inc. and Eric R. Newell (31)
10.8 +
Employment Agreement dated as of August 9, 2023 between EagleBank, Eagle Bancorp, Inc. and Ryan Riel (32)
10.9 +
Amended and Restated Non-Compete Agreement dated as of January 28, 2020, between EagleBank and Charles D. Levingston (13)
10.10 +
Amended and Restated Non-Compete Agreement dated as of December 18, 2023, between EagleBank and Susan G. Riel (37)
10.11 + Amended and Restated Non-Compete Agreement dated as of January 28, 2020, between EagleBank and Janice L. Williams (16)
10.12 + Amended and Restated Non-Compete Agreement dated as of January 28, 2020, between EagleBank and Lindsey S. Rheaume (17)
10.13 + Non-Compete Agreement dated as of September 25, 2023, between EagleBank, Eagle Bancorp, Inc. and Eric R. Newell (33)
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. Pozez (39)
10.16 + Form of Supplemental Executive Retirement Plan Agreement (18)
10.17 + 2024 Senior Exe cutive Incentive Plan
10.18 +
Virginia Heritage Bank 2006 Stock Option Plan (20)
10.19 +
Virginia Heritage Bank 2010 Long-Term Incentive Plan (21)
10.20 +
Supplemental Executive Retirement Plan Agreement between EagleBank and Charles D. Levingston dated as of January 29, 2020 (22)
10.21 +
Long Term Incentive Plan 2024-2026
10.22 +
Amended and Restated Employment Agreement dated as of February 21, 2024 between EagleBank and Paul Saltzman
10.23 +
Non-Compete Agreement dated as of February 21, 2024 between EagleBank and Paul Saltzman
10.24 +
Amended and Restated Chairman Compensation Agreement, dated as of December 18, 2023, among Eagle Bancorp, Inc., EagleBank and Norman R. Pozez (38)
10.25 +
Amended and Restated Non-Compete Agreement, dated as of December 18, 2023 among Eagle Bancorp, Inc., EagleBank, and Norman R. Pozez (39)
10.26 Form of Non-Employee Director Restricted Stock Award (Time Vested) (25)
10.27 +
Form of Executive Officer Performance Vested Restricted Stock Unit Award Agreement (26)
10.28 +
Form of Executive Officer Restricted stock Award Agreement (Time Vested) (27)
10.29 +
Restricted Stock Award Agreement for Norman R. Pozez dated April 2, 2020 (28)
10.30 +
2021 Stock Plan (39)
10.31 +
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
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23.1 Consent of Crowe LLP
31.1 Certification of Susan G. Riel
31.2 Certification of Eric R. Newell
31.3 Certification of Norman R. Pozez
32.1 Certification of Susan G. Riel
32.2 Certification of Eric R. Newell
32.3 Certification of Norman R. Pozez
97.1
Clawback Policy
101 Interactive data files pursuant to Rule 405 of Regulation S-T:
(i) Consolidated Balance Sheets at December 31, 2023 and 2022
(ii) Consolidated Statement of Operations for the years ended December 31, 2023, 2022 and 2021
(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
(v) Consolidated Statement of Cash Flows for the years ended December 31, 2023, 2022 and 2021
(vi) Notes to the Consolidated Financial Statements
104 The cover page of this Annual Report on Form 10-K, formatted in Inline XBRL
(+) Indicates management contract or compensatory plan or arrangement
(1) Incorporated by reference to the Exhibit of the same number to the Company’s Current Report on Form 8-K filed on May 17, 2016.
(2) Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 18, 2017.
(3) Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 5, 2014.
(4) Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 5, 2014.
(5) Incorporated by Reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 22, 2016
(6) Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (No. 333-187713)
(7) Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (No. 333-211857)
(8) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 3, 2020.
(9) Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on February 3, 2020.
(10) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 14, 2020.
(11) Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on February 3, 2020.
(12) Incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed on February 3, 2020.
(13) Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 3, 2020.
(14) Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on February 3, 2020.
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(15) Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 14, 2020.
(16) Incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on February 3, 2020.
(17) Incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K filed on February 3, 2020.
(18) Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2013.
(19) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 26, 2019.
(20) Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 (No. 333-199875)
(21) Incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 (No. 333-199875)
(22) Incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2020.
(23) Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 26, 2019.
(24) Incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K filed on February 3, 2020.
(25) Incorporated by reference to Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2020.
(26) Incorporated by reference to Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2020.
(27) Incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2020.
(28) Incorporated by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2020.
(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.
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SIGNATURES
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.
February 29, 2024 by: /s/ Susan G. Riel
Susan G. Riel, President and CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name Position Date
/s/ Matthew D. Brockwell Director February 29, 2024
Matthew D. Brockwell
/s/ Steven Freidkin Director February 29, 2024
Steven Freidkin
/s/ Theresa G. LaPlaca Director February 29, 2024
Theresa G. LaPlaca
/s/ Leslie Ludwig Director February 29, 2024
Leslie Ludwig
/s/ Eric R. Newell Executive Vice President February 29, 2024
Eric R. Newell and Chief Financial Officer of the Company (Principal Financial and Accounting Officer)
/s/ Norman R. Pozez Executive Chairman of the Company February 29, 2024
Norman R. Pozez
/s/ Kathy A. Raffa Director February 29, 2024
Kathy A. Raffa
/s/ Susan G. Riel President and Chief February 29, 2024
Susan G. Riel Executive Officer of the Company
(Principal Executive Officer)
/s/ James A. Soltesz, P.E. Director February 29, 2024
James A. Soltesz
/s/ Benjamin M. Soto, Esquire Director February 29, 2024
Benjamin M. Soto
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