What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-29 · 75 added, 95 removed, 149 unchanged (53% of the section changed)

25 unchanged sentences

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, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table o f Contents

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Employment Agreement”) and an amended and restated non-compete agreement (the “Amended Non-Compete”), each of which superseded and replaced his prior agreements.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.

Grants under the Company's 2021 Equity Incentive Plan:

On February 26, 2025, the Compensation Committee of the Board (the "Compensation Committee") approved the grant of annual long-term incentive awards comprising options ("Options"), restricted stock ("RSAs"), and performance-based restricted stock units ("PSUs") under the Company’s 2021 Equity Incentive Plan (the "Plan") to the Company’s named executive officers (other than Norman Pozez).

Such awards included Options to purchase Company common stock at an exercise price of $22.76 in the following amounts:

(i) 57,142 options to Susan G.

(ii) 17,820 options to Eric R.

(iii) 7,998 options to Charles D.

(iv) 14,743 options to Ryan A.

and (v) 17,078 options to Janice L.

The Options are scheduled to vest in three equal annual installments beginning on February 26, 2026, have an expiration date of February 26, 2035, and are subject to the terms and conditions of the Plan and an award agreement in the form attached hereto as Exhibit 10.3.

Such awards also included PSUs in the following amounts:

(i) 63,268 PSUs to Susan G.

(ii) 19,730 PSUs to Eric R.

(iii) 8,855 PSUs to Charles D.

(iv) 16,324 PSUs to Ryan A.

and (v) 18,909 PSUs to Janice L.

The PSUs are earned based on a three-year performance period (January 1, 2025 – December 31, 2027) based on equally weighted performance metrics tied to the Company’s relative total shareholder return and earnings per share.

The PSUs are subject to the terms and conditions of the Plan and an award agreement in the form attached hereto as Exhibit 10.27.

Such awards also included RSAs in the following amounts:

(i) 21,089 RSAs to Susan G.

(ii) 6,576 RSAs to Eric R.

(iii) 2,951 to Charles D.

(iv) 5,441 RSAs to Ryan A.

and (v) 6,303 RSAs to Janice L.

The RSAs are scheduled to vest in three equal annual installments commencing on the first anniversary of the grant date and are subject to the terms and conditions of the Plan and award agreements materially consistent with the terms of the previously disclosed award agreement for RSAs in Exhibit 10.28 to the Company’s Form 10-K for its 2023 fiscal year.

(b) Director and Officer Trading Arrangements:

2 unchanged sentences

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 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”, “2024 Meetings, Committees and Procedures of the Board of Directors”, and " Insider trading arrangements and policies " in the Company’s definitive proxy statement for the Annual Meeting of Shareholders to be held on May 15, 2025 (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/ .

7 unchanged sentences

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.

Table o f Contents

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

4 unchanged sentences

173) located in Chicago, Illinois.

Table o f Contents

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

- Consolidated Balance Sheets at December 31, 2024 and 2023

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

- Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022

- Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022

6 unchanged sentences

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)

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)

4.1 Indenture dated as of September 30, 2024 between Eagle Bancorp, Inc., as issuer, and Wilmington Trust, National Association, as trustee (3)

4.2 Form of 10.00% Senior Notes due 2029 (included in Exhibit 4.1).

4.3 Registration Rights Agreement, dated as of September 30, 2024, between Eagle Bancorp, Inc.

and the purchasers of the Senior Notes (4)

4.4 Form of 10.00% Senior Notes due 2029 (Exchange Notes).

4.5 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

1 unchanged sentence

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)

10.3 + Form Non-Qualified Stock Op tion Agreement

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

1 unchanged sentence

Williams (11)

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

[Intentionally left blank]

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

1 unchanged sentence

and Ryan Riel (32)

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

Levingston (13)

[Intentionally left blank]

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

1 unchanged sentence

Williams (16)

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

10.12 Form of Indemnification Agreement (17)

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

3 unchanged sentences

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

10.17 + 2024 Senior Exe cutive Incentive Plan

10.17 + 2024 Senior Executive Incentive Plan (12)

Virginia Heritage Bank 2006 Stock Option Plan (20)

Virginia Heritage Bank 2010 Long-Term Incentive Plan (21)

Supplemental Executive Retirement Plan Agreement between EagleBank and Charles D.

Levingston dated as of January 29, 2020 (22)

Table o f Contents

10.20 Form of Senior Note Purchase Agreement, dated as of September 30, 2024, by and among Eagle Bancorp, Inc.

and the Purchasers (22)

Long-Term Incentive Plan 2025-2027

10 unchanged sentences

2021 Employee Stock Purchase Plan ( 13 )

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

Employment Agreement dated as of August 28, 2024 between EagleBank and Evelyn Lee

Non-Compete Agreement dated as of August 28 , 2024 between EagleBank and Evelyn Lee

Employment Agreement dated as of September 3, 2024 between EagleBank, Eagle Bancorp, Inc.

and Kev in Geoghegan

19 Insider trading policies and procedures

21 Subsidiaries of the Registrant

2 unchanged sentences

31.2 Certification of Eric R.

31.3 Certification of Norman R.

32.1 Certification of Susan G.

32.2 Certification of Eric R.

32.3 Certification of Norman R.

Clawback Policy

10 unchanged sentences

(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

(3) Incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q filed on November 7, 2024.

(4) Incorporated by reference to Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q filed on November 7, 2024.

(5) Incorporated by reference to Exhibit 4.4 to the Company’s Amendment No.1 to Form S-4 filed on November 26, 2024.

(6) Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (No.

(7) Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (No.

Table o f Contents

(8) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 3, 2020.

2 unchanged sentences

(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.

(12) Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2023.

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

(14) Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on February 3, 2020.

1 unchanged sentence

(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.

(17) Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 3, 2024.

(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.

2 unchanged sentences

(21) Incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 (No.

(22) Incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2020.

(22) Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 7, 2024.

(23) Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 26, 2019.

1 unchanged sentence

(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.

(26) Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2023.

(27) Incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2020.

1 unchanged sentence

(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.

(30) Incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2023.

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

7 unchanged sentences

(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.

Table o f Contents

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.

1 unchanged sentence

February 27, 2025 by:

Riel, President and CEO

Riel, Chair, 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.

1 unchanged sentence

/s/ Matthew D.

Brockwell Director February 29, 2024

/s/ Steven Freidkin Director February 29, 2024

Director February 27, 2025

/s/ Steven Freidkin

Director February 27, 2025

Steven Freidkin

/s/ Theresa G.

LaPlaca Director February 29, 2024

/s/ Leslie Ludwig Director February 29, 2024

Director February 27, 2025

/s/ Leslie Ludwig

Director February 27, 2025

Leslie Ludwig

Newell Executive Vice President February 29, 2024

Director February 27, 2025

Senior Executive Vice President

February 27, 2025

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

Raffa Director February 29, 2024

Riel President and Chief February 29, 2024

Riel Executive Officer of the Company

(Principal Executive Officer)

February 27, 2025

Director February 27, 2025

Chair, President and Chief Executive

February 27, 2025

Riel Officer of the Company (Principal Executive Officer)

Soltesz, P.E.

1 unchanged sentence

/s/ Benjamin M.

Soto, Esquire Director February 29, 2024

Soto, Esquire

Director February 27, 2025

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