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, 2024 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 2024 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, 2024, 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, 2024 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, 2024 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
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. Riel; (ii) 17,820 options to Eric R. Newell; (iii) 7,998 options to Charles D. Levingston; (iv) 14,743 options to Ryan A. Riel; and (v) 17,078 options to Janice L. Williams. 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. Riel; (ii) 19,730 PSUs to Eric R. Newell; (iii) 8,855 PSUs to Charles D. Levingston; (iv) 16,324 PSUs to Ryan A. Riel; and (v) 18,909 PSUs to Janice L. Williams. 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. Riel; (ii) 6,576 RSAs to Eric R. Newell; (iii) 2,951 to Charles D. Levingston; (iv) 5,441 RSAs to Ryan A. Riel; and (v) 6,303 RSAs to Janice L. Williams. 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:
During the three months ended December 31, 2024, 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
I TEM 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”, “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/ . 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
The information required by this Item is incorporated by reference to the material appearing under the captions “Election of Directors – Director Compensation,” “2024 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.
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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, 2024, 2023 and 2022, and for the three years then ended was Crowe LLP (PCAOB Firm ID No. 173) located in Chicago, Illinois.
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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, 2024 and 2023
- 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
- Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022
- Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
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 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). (5)
4.5 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 + Form Non-Qualified Stock Op tion Agreement
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 +
[Intentionally left blank]
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 +
[Intentionally left blank]
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 Form of Indemnification Agreement (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 Executive Incentive Plan (12)
10.18 +
Virginia Heritage Bank 2006 Stock Option Plan (20)
10.19 +
Virginia Heritage Bank 2010 Long-Term Incentive Plan (21)
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10.20 Form of Senior Note Purchase Agreement, dated as of September 30, 2024, by and among Eagle Bancorp, Inc. and the Purchasers (22)
10.21 +
Long-Term Incentive Plan 2025-2027
10.22 +
Amended and Restated Employment Agreement dated as of February 21, 2024 between EagleBank and Paul Saltzman (26)
10.23 +
Non-Compete Agreement dated as of February 21, 2024 between EagleBank and Paul Saltzman (30)
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
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 ( 13 )
10.32 +
Employment Agreement dated as of August 28, 2024 between EagleBank and Evelyn Lee
10.33 +
Non-Compete Agreement dated as of August 28 , 2024 between EagleBank and Evelyn Lee
10.34 +
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
23.1 Consent of Crowe LLP
31.1 Certification of Susan G. Riel
31.2 Certification of Eric R. Newell
32.1 Certification of Susan G. Riel
32.2 Certification of Eric R. Newell
97.1
Clawback Policy
101 Interactive data files pursuant to Rule 405 of Regulation S-T:
(i) Consolidated Balance Sheets at December 31, 2024 and 2023
(ii) Consolidated Statement of Operations for the years ended December 31, 2024, 2023 and 2022
(iii) Consolidated Statement of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022
(iv) Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022
(v) Consolidated Statement of Cash Flows for the years ended December 31, 2024, 2023 and 2022
(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 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. 333-187713)
(7) Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (No. 333-211857)
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(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 10.17 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.
(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 10.1 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.
(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 10.1 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.
(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 10.22 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.
(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 10.23 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.
(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.
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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 27, 2025 by: /s/ Susan G. Riel
Susan G. 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.
Name Position Date
/s/ Matthew D. Brockwell
Director February 27, 2025
Matthew D. Brockwell
/s/ Steven Freidkin
Director February 27, 2025
Steven Freidkin
/s/ Theresa G. LaPlaca
Director February 27, 2025
Theresa G. LaPlaca
/s/ Leslie Ludwig
Director February 27, 2025
Leslie Ludwig
/s/ Louis P. Mathews Jr.
Director February 27, 2025
Louis P. Mathews Jr.
/s/ Eric R. Newell
Senior Executive Vice President
February 27, 2025
Eric R. Newell and Chief Financial Officer of the Company (Principal Financial and Accounting Officer)
/s/ Norman R. Pozez
Director
February 27, 2025
Norman R. Pozez
/s/ Kathy A. Raffa
Director February 27, 2025
Kathy A. Raffa
/s/ Susan G. Riel
Chair, President and Chief Executive
February 27, 2025
Susan G. Riel Officer of the Company (Principal Executive Officer)
/s/ James A. Soltesz, P.E.
Director February 27, 2025
James A. Soltesz
/s/ Benjamin M. Soto, Esquire
Director February 27, 2025
Benjamin M. Soto
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