2020 Senior Executive Incentive Plan (redacted, certain portions omitted)
Exhibit 10.1
CERTAIN INFORMATION IDENTIFIED BY [*] HEREIN HAS BEEN EXCLUDED FROM THIS EXHIBIT AS IT IS BOTH (I) NONMATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
EagleBank
Eagle Bancorp, Inc.
Senior Executive Annual Incentive Plan
Performance Year 2020
CERTAIN INFORMATION IDENTIFIED BY [*] HEREIN HAS BEEN EXCLUDED FROM THIS EXHIBIT AS IT IS BOTH (I) NONMATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
Eagle Bancorp, Inc. and EagleBank
Executive Annual Incentive Plan
Plan Document and Administrative Guidelines
This Annual Incentive Plan is for the Executive Management Team of Eagle Bancorp, Inc. (“Company”) and EagleBank. The annual incentive plan is designed to compensate plan participants for the attainment of specified overall Bank and individual goals. The objective is to align the interests of senior executives with the interests of the Bank in obtaining superior financial results.
· Bank Performance - For all plan participants, a portion of the annual incentive will be based on overall bank performance. The Compensation Committee will approve bank wide goals for each member of the executive management team on an annual basis. In addition, they will review the Bank's annual incentive programs to ensure they do not encourage risky behavior.
PERFORMANCE STANDARDS
For each performance objective, an appropriate standard of performance must be established with three essential performance points:
· Target Performance: The level of performance for each factor at budgeted goals. The budgeted, or expected, level of performance is based upon historical data, and management's best judgment as to expected performance during the upcoming performance period. The Compensation Committee will approve bank wide goals on an annual basis.
· Target Plus Performance: The target plus performance level will be paid in proportion to the results achieved in excess of 15% above target. Overall incentive payouts are capped from [*]% to [*]% of base salary based on the executive's tier and potential earnings.
PLAN PAYOUTS
The Adjusted Net Operating Income, Threshold level, must be met for there to be any payment made.
After all performance results are available at year-end, the awards will be calculated for each Plan participant and approved by the CEO, and Compensation Committee. The Compensation Committee has the discretion to pay out annual incentives in cash or awards of Restricted Stock under the 2016 Stock Plan.
The actual award payouts will be calculated using a ratable approach, where award payouts are calculated as a proportion of threshold, target and target plus award opportunities. If actual performance falls between a performance level, the payout will also fall between the pre-defined performance level on a pro-rated basis. A Plan participant must be an employee at the time of the award payout in order to receive a payout. The result of the performance criteria is calculated as a percent of base salary for participants during the current Plan year. Plan payouts will be made no later than 75 days after the year end.
CERTAIN INFORMATION IDENTIFIED BY [*] HEREIN HAS BEEN EXCLUDED FROM THIS EXHIBIT AS IT IS BOTH (I) NONMATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
All awards under this Plan are subject to clawback in accordance with the requirements of the applicable award agreement, applicable law and regulation and the listing requirements of any exchange on which the Company's common stock is listed for trading.
PLAN ADMINISTRATION
Responsibilities of the Compensation Committee: The Compensation Committee has the responsibility to approve, amend, or terminate the Plan as necessary. The actions of the Compensation Committee shall be final and binding on all parties. The Compensation Committee shall also review the operating rules of the Plan on an annual basis and revise these rules if necessary. The Compensation Committee also has the sole ability to decide if an extraordinary event1 totally outside of management’s influence, be it a windfall or a shortfall, has occurred during the current Plan year, and whether the figures should be adjusted to neutralize the effects of such events. After approval by the Compensation Committee, management shall, as soon as practical, inform each of the Plan participants under the Plan of their potential award under the operating rules adopted for the Plan year.
Nothing herein limits the Compensation Committee from awarding one or more members of the Executive Management Team a bonus in cash and/or Restricted Stock for individual and/or Company performance beyond that reflected as a result of the Plan.
Responsibilities of the CEO: The CEO of the Company administers the program directly and provides liaison to the Compensation Committee, including the following specific responsibilities: recommend the Plan participants to be included in the Plan each year. This includes determining if additional employees should be added to the Plan and if any Plan participants should be removed from participating in the Plan. The CEO will provide recommendations for the award opportunity amounts at threshold, target and target plus for tiers II and below. The CEO will review the objectives and evaluations, adjust guideline awards for performance and recommend final awards to the Compensation Committee. The CEO may also provide other appropriate recommendations that may become necessary during the life of the plan. This could include such items as changes to Plan provisions.
Amendments and Plan Termination: The Company has developed the Plan on the basis of existing business, market and economic conditions, current services, and staff assignments. If substantial changes occur that affect these conditions, services, assignments, or forecasts, the Company may add to, amend, modify or discontinue any of the terms or conditions of the Plan at any time with approval from the Compensation Committee. The Compensation Committee may, at its sole discretion, terminate, change or amend any of the Plan as it deems appropriate.
MISCELLANEOUS
Reorganization: If the Company shall merge into or consolidate with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person such succeeding or continuing company, firm, or person shall succeed to, assume and discharge the obligations of the Company under this Plan. Upon the occurrence of such event, the term “Company” as used in this Plan shall be deemed to refer to the successor or survivor company.
CERTAIN INFORMATION IDENTIFIED BY [*] HEREIN HAS BEEN EXCLUDED FROM THIS EXHIBIT AS IT IS BOTH (I) NONMATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
Tax Withholding: The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Plan.
Designated Fiduciary: The Company shall be the named fiduciary and Plan Administrator under the Plan. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.
No Guarantee of Employment: This Plan is not an employment policy or contract. It does not give the Plan participant the right to remain an employee of the Company, nor does it interfere with the Company's right to discharge the Plan participant.
1 An extraordinary event may include a merger, acquisition or divestiture that was not outlined in strategic plan, investment gains or losses, changes in capital cost structure, unplanned branch openings, unexpected and strong sales oriented addition to staff, and increase of 50% or more of collection expenses.
CERTAIN INFORMATION IDENTIFIED BY [*] HEREIN HAS BEEN EXCLUDED FROM THIS EXHIBIT AS IT IS BOTH (I) NONMATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
INCENTIVE RANGES AND AWARD OBJECTIVES
Eagle Bancorp, Inc.
Tier | Name | Position | Proposed Incentive Ranges | Factor Weighting | ||||||||||||||||||||||||||||||||||||||||
Threshold Payout % | Target Payout % | Target Plus Payout % | Cap % of Salary | Threshold Payout $ | Target Payout $ | Target Plus Payout $ | Bank | Strategic | Ind | |||||||||||||||||||||||||||||||||||
I | Susan Riel | President and CEO | [*] | [*] | [*] | [*] | [*] | [*] | [*] | 100 | % | 0 | % | 0 | % | |||||||||||||||||||||||||||||
II | Antonio Marquez | EVP & Chief Lending Officer – CRE | [*] | [*] | [*] | [*] | [*] | [*] | [*] | 100 | % | 0 | % | 0 | % | |||||||||||||||||||||||||||||
II | Janice Williams | EVP & Chief Credit Officer | [*] | [*] | [*] | [*] | [*] | [*] | [*] | 100 | % | 0 | % | 0 | % | |||||||||||||||||||||||||||||
III | Lindsey Rheaume | EVP & Chief Lending Officer - C&I | [*] | [*] | [*] | [*] | [*] | [*] | [*] | 100 | % | 0 | % | 0 | % | |||||||||||||||||||||||||||||
III | Charles Levingston | EVP & Chief Financial Officer | [*] | [*] | [*] | [*] | [*] | [*] | [*] | 100 | % | 0 | % | 0 | % | |||||||||||||||||||||||||||||
III | General Counsel | [*] | [*] | [*] | [*] | [*] | [*] | [*] | 100 | % | 0 | % | 0 | % | ||||||||||||||||||||||||||||||
Percent of Salary | Weighting of Award |
NOTE: Threshold and target payout thresholds have been established for each tier in order to ensure competitive payouts and budget costs associated with this program. Target Plus payouts are not capped, however total cash incentive is capped.
CERTAIN INFORMATION IDENTIFIED BY [*] HEREIN HAS BEEN EXCLUDED FROM THIS EXHIBIT AS IT IS BOTH (I) NONMATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
2020 Senior Staff Incentive Goals
Riel | Marquez | Rheaume | Levingston | Williams | General Counsel | Target | ||||||||||||||||||||||
Efficiency Ratio (KRX Median) | 17.5 | % | 17.5 | % | 17.5 | % | 17.5 | % | 17.5 | % | 17.5 | % | [*] | |||||||||||||||
EPS (KRX Median) | 25.0 | % | 25.0 | % | 25.0 | % | 25.0 | % | 25.0 | % | 25.0 | % | [*] | |||||||||||||||
Annual Average Loan Growth for Division | 15.0 | % | 15.0 | % | 15.0 | % | 15.0 | % | 15.0 | % | 15.0 | % | [*] | |||||||||||||||
NPAs | 20.0 | % | 20.0 | % | 20.0 | % | 20.0 | % | 20.0 | % | 20.0 | % | [*] | |||||||||||||||
Net Interest Margin | 22.5 | % | 22.5 | % | 22.5 | % | 22.5 | % | 22.5 | % | 22.5 | % | [*] | |||||||||||||||
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |