Corey Jensen
About Corey Jensen
Corey I. Jensen (age 52) is an independent director of Eagle Bancorp Montana, Inc. (EBMT), serving since 2018 with his current term expiring at the 2026 annual meeting. He is Chief Operating Officer of Jeffery Contracting (joined June 2024), and formerly served as President/CEO of Vision Net Inc. (2000–2022), a founding board member of INDATEL Services LLC, and on the board of trustees of Rocky Mountain College, bringing technology and risk-management expertise to EBMT’s board. He beneficially owned 9,088 EBMT shares as of March 7, 2025 (less than 1% of outstanding) and is classified by the board as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vision Net Inc. | President & CEO | 2000–2022 | Led technology and network support services; brings technology and risk-management expertise to EBMT . |
| INDATEL Services LLC | Founding Board Member | Not disclosed | National telecommunications backbone for rural areas; industry connectivity expertise . |
| Rocky Mountain College | Board of Trustees (former) | Not disclosed | Community/education governance experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jeffery Contracting (heavy civil contracting) | Chief Operating Officer | Since June 2024 | State/federal highway and aggregate materials; operational leadership experience . |
Board Governance
- Independence: The EBMT board affirmed Jensen is independent under Nasdaq rules; independence determinations considered related-person transactions and judged immaterial .
- Committee assignments: Audit Committee member; Compensation Committee member; not a committee chair (chairs: Audit—Maureen Rude; Compensation—Thomas McCarvel; Nominating—Shavon Cape) .
- Attendance and engagement: All directors who served the full year 2024 attended at least 75% of board and assigned committee meetings; EBMT board met 11 times in 2024; Audit Committee met 10 times; Compensation Committee met 9 times; non-employee directors held 8 executive sessions with the CEO .
- Board leadership: EBMT uses an independent Chair (Rick Hays) and Vice Chair (Thomas McCarvel), with executive sessions for non-employee directors to strengthen independent oversight .
- Risk oversight: Audit Committee (including Jensen) oversees financial reporting, internal controls, related-party transactions, and cyber risks; Compensation and Nominating Committees oversee risks in pay practices and succession, respectively .
- Conduct standards: Code of Ethics (last approved July 25, 2024) and insider trading policy strongly discouraging hedging/derivatives; prohibits margin accounts/pledging except with pre-approval .
- Director stock ownership guidelines: Non-employee directors required to own 5× annual cash retainer, with a 50% retention of vested full-value shares until guideline is met; in 2025 the proxy notes nominees are compliant or subject to retention; policy applies to directors generally .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Committee/Meeting Fees Policy | Chair Fees Policy | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 38,200 | $400 per committee meeting for non-Chair directors | Chair of Board $50,000; Audit Chair $35,000; Compensation Chair $32,000; Nominating Chair $32,000 (Jensen not chair) | 38,200 |
| 2023 | 36,400 | $400 per committee meeting for non-Chair directors; $200 travel fee (discontinued March 2024) | Same chair fee structure; Jensen not chair | 36,400 |
Notes:
- Base director cash retainer $30,000 for non-employee directors (ex-Chairs) .
- No separate compensation for service on the bank subsidiary’s board .
Performance Compensation
| Year | Equity Grant Type | Grant-Date Fair Value ($) | Vesting | Unvested Restricted Shares Outstanding |
|---|---|---|---|---|
| 2024 | Restricted stock under 2020 Non-Employee Director Award Plan | 19,988 | 1-year vesting on grant anniversary; rounded down to avoid fractional shares | 1,227 |
| 2023 | Restricted stock under 2020 Non-Employee Director Award Plan | 19,963 | 1-year vesting on grant anniversary | 1,699 |
- Director equity is time-vesting; no performance-based metrics are used for director grants. Longer vesting schedules (3–5 years) apply to some restricted awards under the 2011 Stock Incentive Plan, but the annual director grants are under the 2020 Plan and vest in one year .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| INDATEL Services LLC | Private telecom | Founding Board Member (former) | No EBMT-related transactions disclosed . |
| Rocky Mountain College | Non-profit | Board of Trustees (former) | No EBMT-related transactions disclosed . |
- No public company directorships are disclosed for Jensen in EBMT’s proxy statements; EBMT’s independence review considered related-person transactions and deemed them immaterial .
Expertise & Qualifications
- Technology and telecom operations leadership from Vision Net; risk-management experience; provides relevant expertise to EBMT’s board .
- Audit Committee financial expert role is designated to Maureen Rude; the board views other Audit members (including Jensen) as qualified based on experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Unvested Restricted Shares | Hedging/Pledging |
|---|---|---|---|---|
| Corey I. Jensen | 9,088 | ~0.114% (9,088 ÷ 7,977,177) | 1,227 | Policy strongly discourages hedging and prohibits margin/pledging absent pre-approval; no pledging disclosed for Jensen |
- EBMT had 7,977,177 shares outstanding on March 7, 2025 .
- Director ownership guidelines require 5× annual cash retainer; retention of 50% of vested full-value shares until guideline met .
Compensation Committee Analysis
- Committee composition (2025): Chair Thomas J. McCarvel; members Tanya J. Chemodurow, Corey I. Jensen, Rick F. Hays, Kenneth M. Walsh; all independent under Nasdaq rules .
- Use of independent consultant: Meridian Compensation Partners engaged in 2024 to advise on executive pay; committee reviewed consultant independence and confirmed no conflicts .
- Responsiveness to shareholders: Following a 70.7% say‑on‑pay approval in 2024, the committee added performance-vesting (50%) to the LTIP starting in 2025, enhanced disclosure, and maintained clawback provisions .
Related Party Transactions
- EBMT’s policy permits ordinary-course residential/consumer loans to insiders on substantially market terms; aggregate loans outstanding to directors, officers, immediate family, and companies in which they are principals totaled ~$1,926,928 as of Dec 31, 2024; no specific related‑party transactions are disclosed involving Jensen, and independence determinations considered such relationships immaterial .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: 70.7% at the 2024 annual meeting; prior year was ~95.0% (2023) .
- Actions taken: Engaged Meridian; shifted 50% of executive LTIP to performance‑vesting over a 3‑year period; enhanced transparency on short‑term cash incentives .
Governance Assessment
- Strengths: Independent director on Audit and Compensation Committees; strong attendance culture (≥75%); independent board chair and executive sessions; robust insider trading/anti‑pledging policy; director stock ownership guidelines; meaningful personal share ownership (9,088 shares) supporting alignment .
- Oversight signals: As an Audit member, Jensen participates in oversight of financial reporting, internal controls, and related‑party transactions; as a Compensation member, he was part of the committee that responded to shareholder feedback by adding performance conditions to LTIP starting in 2025 .
- Potential concerns / RED FLAGS: No specific red flags disclosed for Jensen (no related‑party transactions, hedging/pledging not disclosed); overall investor scrutiny of pay (70.7% say‑on‑pay in 2024) indicates compensation oversight remains a focus area, albeit with responsive actions taken by the committee .
Net assessment: Jensen’s independence, technology/risk background, and committee roles contribute positively to board effectiveness. Monitoring of compensation outcomes and continued compliance with ownership/anti‑pledging standards are the key ongoing governance signals for investor confidence **[1478454_0001437749-25-007749_ebmt20250305_def14a.htm:7]** **[1478454_0001437749-25-007749_ebmt20250305_def14a.htm:8]** **[1478454_0001437749-25-007749_ebmt20250305_def14a.htm:11]** **[1478454_0001437749-25-007749_ebmt20250305_def14a.htm:12]** **[1478454_0001437749-25-007749_ebmt20250305_def14a.htm:31]**.