Chantelle Nash
Senior Vice President, Chief Risk Officer and Chief Administrative Officer at Eagle Bancorp Montana
Executive
About Chantelle Nash
Chantelle R. Nash is Senior Vice President, Chief Risk Officer and Chief Administrative Officer at Eagle Bancorp Montana (Opportunity Bank of Montana). She joined the company in 2006 (Compliance Manager), became VP/Compliance Officer in 2010, was promoted to SVP/Chief Risk Officer in July 2014, and added Chief Administrative Officer in October 2022. She holds a J.D. from the University of Idaho College of Law and is a 2019 graduate of the Stonier Graduate School of Banking and Wharton Leadership Program. As of the 2025 proxy, she is 54 and also serves as Corporate Secretary, handling stockholder communications to the Board and inspector-of-election duties for annual meetings . Company context during her tenure: 2024 net income was $9.78 million and the three-year TSR “value of $100” stood at 68; YTD 2025 profitability metrics included NIM 3.86%, ROAA 0.64%, and ROAE 7.50% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eagle Bancorp Montana / Opportunity Bank of Montana | Compliance Manager | 2006–2010 | Built compliance foundations ahead of CRO role |
| Eagle Bancorp Montana / Opportunity Bank of Montana | VP/Compliance Officer | 2010–2014 | Led regulatory compliance; prepared bank for risk framework scaling |
| Eagle Bancorp Montana / Opportunity Bank of Montana | SVP/Chief Risk Officer | Jul 2014–Oct 2022 | Enterprise risk oversight, credit/operational risk governance |
| Eagle Bancorp Montana / Opportunity Bank of Montana | SVP/Chief Risk Officer & Chief Administrative Officer | Oct 2022–Present | Expanded remit across risk and administrative functions; Corporate Secretary responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Business Women’s Association – Big Sky Chapter | Past President | N/A | Community leadership, professional network development |
Fixed Compensation
- Individual base salary and target bonus for Ms. Nash are not disclosed in the 2025 DEF 14A; only CEO/CFO/CLO NEO pay is itemized. The company reviews executive base salaries annually and uses a short-term cash incentive program (CIP) for eligible employees, including executive officers, with corporate and individual goal components .
| Item | Policy/Design | 2024 Details |
|---|---|---|
| Base Salary | Reviewed annually by Compensation Committee; CEO governed by employment agreement | Specific amounts not disclosed for Nash |
| Short-Term Cash Incentive (CIP) | Corporate metrics (ROAA, efficiency ratio) plus individual strategic/operational goals; threshold required for payout | Corporate goals measured (as of Oct-2024) with weighted 50/50 ROAA and efficiency ratio |
| Governance | Independent consultant (Meridian) engaged; clawback policy in place | Meridian retained in 2024; clawback for restatements adopted |
Performance Compensation
| Metric | Target | Actual | Achievement | Weighting in Corporate Component | Notes |
|---|---|---|---|---|---|
| ROAA (Bank) | 0.72% | 0.53% | 0.74 | 50% | Achievement based on actual vs target (as of Oct 31, 2024) |
| Efficiency Ratio (Bank) | 77.30% | 81.55% | 0.00% (no payout >80%) | 50% | Above 80% yields no payout (as measured period) |
| Corporate Component Total | — | — | 37% | 100% (corporate) | Corporate achievement applied alongside individual goals per role |
| Individual Objectives | Role-specific | N/A | N/A | Role-specific | Individual goals balance financial and strategic outcomes; NEO examples disclosed (not Nash-specific) |
- Long-Term Incentive Program (LTIP): Historically time-vesting restricted stock; beginning in 2025, 50% of named executive officer equity will be performance-vesting over a three-year period under the 2025 Stock Incentive Plan (if approved); the plan uses double-trigger vesting on change-in-control if awards are assumed .
Equity Ownership & Alignment
| Topic | Company Policy/Status | Nash-Specific Disclosure |
|---|---|---|
| Beneficial Ownership | DEF 14A table covers directors and NEOs; not all executive officers | No specific share count disclosed for Nash |
| Hedging/Pledging | Hedging and short sales are strongly discouraged; pledging/margin accounts prohibited except by pre-approval | Applies to all insiders (officers/Directors) |
| Stock Ownership Guidelines | CEO: 2x salary with retention requirement; Directors: 5x annual cash retainer with retention until met | No executive (non-CEO) guideline disclosed |
| Equity Vehicles | Restricted stock; no options historically under 2011 Plan; 2025 Plan adds RSUs/Performance Awards | Outstanding award table lists CEO/CFO/CLO; no Nash line item |
| Clawback | Clawback policy adopted for restatement-related recoupment | Company-wide policy |
Employment Terms
| Element | Terms/Design | Applicability |
|---|---|---|
| Employment Agreement | CEO has a 3-year, auto-renewing agreement; severance and non-compete terms addressed for CEO | No employment agreement disclosed for Nash |
| Change-in-Control (CIC) Agreements | For executive officers other than CEO: double-trigger benefit equal to sum of (annual salary + most recent year’s incentive bonus); 12 months COBRA if elected; 2-year agreements auto-renewing annually unless notice given | Applies to executives including CRO/CAO; therefore applicable to Nash |
| Equity on CIC (Plan Terms) | If awards assumed/replaced: vest on double-trigger (termination without cause/for good reason post-CIC) with performance awards vesting at greater of target or actual annualized to last completed quarter; if not assumed: vest at CIC | Applies to eligible equity awards under 2025 Plan |
| Non-Compete/Non-Solicit | CEO agreement includes one-year post-termination non-compete; no separate non-compete terms disclosed for other executives | No non-CEO terms disclosed |
Performance & Track Record
| Indicator | Data |
|---|---|
| 2024 Company Net Income | $9.78 million |
| TSR (Value of $100) | 68 in 2024 (down from prior years), per Pay vs Performance table |
| YTD 2025 Profitability Snapshot | NIM 3.86%; ROAA 0.64%; ROAE 7.50%; net income $10.1 million (YTD) |
- Risk Management Contribution: Nash has led the enterprise risk function since 2014 and expanded into administrative leadership in 2022; the Board explicitly assigns risk oversight to the Audit Committee and management’s risk identification/mitigation responsibilities, within which CRO leadership is central .
Compensation Structure Analysis
- Shift toward performance-based equity: In response to a 70.7% Say‑on‑Pay approval in 2024, the Compensation Committee engaged Meridian and will make 50% of 2025 executive LTIP awards performance-vesting over three years, improving pay-for-performance alignment versus prior time-only vesting .
- Short-term plan focuses on profitability and efficiency: Corporate CIP metrics are ROAA and efficiency ratio (50/50), with threshold gating and individual goals; 2024 corporate achievement was 37% (efficiency above threshold eliminated its half), demonstrating formulaic discipline .
- Risk-mitigating features: Clawback policy; hedging/short sales discouraged and pledging restricted; double-trigger CIC protection for executives; no pattern of option repricing; one-year minimum vesting for ≥95% of awards under the 2025 Plan .
Related Party Transactions and Red Flags
- Insider loans are on market terms (except certain employee consumer loan rate benefit) and immaterial in aggregate: ~$1.93 million outstanding to all directors/executive officers/families as of 12/31/2024; no executive officer had a consumer loan >$120,000 since 1/1/2023 .
- Section 16 compliance: Company notes one late Form 4 by the CEO in 2024; no issues cited for Nash .
- Hedging/pledging policies and clawback exist and are enforced by policy; no option repricings disclosed .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Outcome | Company Response |
|---|---|---|
| 2024 | 70.7% approval | Engaged Meridian; 2025 LTIP to 50% performance-based; enhanced disclosure of CIP mechanics |
Compensation Committee & Peer Practices
- Compensation Committee composed of independent directors; used Meridian Compensation Partners as independent advisor in 2024. The company benchmarks and aligns with community bank practices and plan design norms (e.g., service- and performance-vesting mix, one-year minimum vesting for most awards) .
Equity Ownership & Vesting Schedules (Award Mechanics)
| Topic | Details |
|---|---|
| Historic grant form | Time-vesting restricted stock, typically 3–5 years; no options historically under 2011 Plan |
| 2025 Plan size and design | 175,000 shares request (≈2.2% of shares outstanding) with Stock Options, RS, RSUs, Performance Awards; minimum 1‑year vesting for ≥95% of awards; double-trigger CIC treatment if assumed |
| Dividends on RS | Payable only on or after vesting; forfeited if award doesn’t vest |
Note: No specific grant counts or vesting schedules are disclosed for Ms. Nash in the 2025 proxy; the “Outstanding Equity Awards” table itemizes CEO/CFO/CLO only .
Employment Terms Summary for Retention Risk
| Factor | Assessment |
|---|---|
| Contractual protection | Executive CIC agreement (double-trigger) equal to salary + last year’s bonus; COBRA up to 12 months; 2‑year term auto-renew |
| Non-CIC severance | Not disclosed for non-CEO executives |
| Non-compete | Non-CEO executive non-compete not disclosed; CEO has 1‑year |
| Ownership alignment | Company-wide insider policy discourages hedging/shorting; pledging requires approval; exec ownership guidelines (non-CEO) not disclosed |
Investment Implications
- Alignment improving: Introduction of performance-vesting equity (50% of LTIP from 2025) and double-trigger CIC terms reduce windfall risk and strengthen retention alignment for senior executives including the CRO/CAO; watch for performance metric disclosures when 2025 awards are granted to assess rigor .
- Near-term payout sensitivity: The CIP’s heavy reliance on ROAA and efficiency ratio creates downside sensitivity when efficiency drifts above thresholds (as in 2024), curbing cash bonus outcomes and aligning incentives to profitability discipline—a positive for margin/expense control focus .
- Retention risk moderate: While Nash lacks a disclosed employment agreement, the executive CIC agreement (salary+bonus double-trigger, COBRA) provides meaningful protection; absence of disclosed executive ownership guidelines (beyond CEO) is a minor alignment gap mitigated by hedging/pledging restrictions and clawback .
- Trading signals to monitor: Approval and implementation of the 2025 Plan (175k shares) and first performance-vesting grants; future Form 4 filings for any executive equity transactions; and quarterly movement in ROAA/efficiency that will drive CIP outcomes and potential selling pressure at vest dates (dividends deferred until vesting) .