Cynthia Utterback
About Cynthia A. Utterback
Independent director of Eagle Bancorp Montana, Inc. (EBMT) since 2019; age 60 as of December 31, 2024; current term to expire at the 2026 Annual Meeting . Principal at Pinion (Top 100 public accounting firm), practicing in Montana since 1991, with concentration in tax services; member of AICPA and Montana Society of CPAs; BBA in Accounting from the University of Texas at El Paso . EBMT’s Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinion (public accounting firm) | Principal; tax services for businesses, individuals, trusts, estates | Practicing in MT since 1991; principal role current | Provides Board expertise in financial/enterprise risk management, operational controls, tax strategies, strategic planning |
External Roles
| Organization | Role | Notes |
|---|---|---|
| American Institute of CPAs | Member | Professional credential; supports audit/financial oversight expertise |
| Montana Society of CPAs | Member | Professional credential |
| Other public company boards | None disclosed in EBMT proxy | No other public-company directorships listed in biographical disclosure |
Board Governance
- Independence: EBMT Board determined Utterback is “independent” under Nasdaq rules .
- Board/committee attendance: All directors serving in 2024 attended at least 75% of their Board and committee meetings; EBMT Board met 11 times, Bank Board met 12 times; eight executive sessions held in 2024 .
- Committee assignments: Audit Committee member; Audit Committee chaired by Maureen J. Rude; members: Rude (Chair), Utterback, Jensen; Audit met 10 times in 2024 . Same Audit membership disclosed for 2023 with nine meetings .
- Term/tenure: Director since 2019; current class term expires in 2026 .
| Year | Audit Committee (Member) | Compensation Committee | Nominating Committee | Audit Meetings |
|---|---|---|---|---|
| 2023 | Rude (Chair), Utterback, Jensen | McCarvel (Chair), Chemodurow, Jensen | Cape (Chair), McCarvel, Hays; Walsh added April 2023 | 9 |
| 2024/2025 | Rude (Chair), Utterback, Jensen | McCarvel (Chair), Chemodurow, Jensen | Cape (Chair), McCarvel, Hays, Walsh | 10 |
Fixed Compensation
Policy structure for non-employee directors (2023–2024):
- Annual cash fee: $30,000 for non-chairs; Chair of Board $50,000; Audit Chair $35,000; Compensation Chair $32,000; Nominating Chair $32,000 .
- Meeting fees: $400 per committee meeting; $200 out-of-town Board meeting fee discontinued effective March 2024 .
- Total Board fees: $348,000 in 2023; $374,400 in 2024 .
Cynthia A. Utterback – Director Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $35,800 | $34,000 |
| Stock Awards ($) | $19,963 | $19,988 |
| All Other Compensation ($) | — | — |
| Total ($) | $55,763 | $53,988 |
Performance Compensation
- Annual equity grant: Restricted stock awards of ~$20,000 under the 2020 Non-Employee Director Award Plan; rounded down to avoid fractional shares; vests on one-year anniversary of grant .
- 2011 Stock Incentive Plan: Legacy plan typically uses 3–5 year vesting; directors continue to receive grants under 2020 Non-Employee Director Award Plan; proposed 2025 Incentive Plan adds 175,000 shares reserve for equity awards; non-employee directors remain under the 2020 plan .
- No performance-based equity (PSUs) or specific director performance metrics disclosed; grants are time-based .
Unvested Restricted Stock (Outstanding)
| As of Date | Unvested Shares |
|---|---|
| December 31, 2023 | 3,659 |
| December 31, 2024 | 2,207 |
Other Directorships & Interlocks
- No other public company board roles disclosed in EBMT proxy for Utterback .
- No disclosed interlocks with competitors/suppliers/customers; Board notes related-person transactions reviewed and determined immaterial to independence .
Expertise & Qualifications
- Financial and risk oversight: Principal at a Top 100 accounting firm; expertise in financial and enterprise risk management, operational controls/effectiveness, tax strategies, strategic planning .
- Professional credentials: AICPA, Montana Society of CPAs .
- Education: BBA in Accounting, University of Texas at El Paso .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 8,790 | As of March 7, 2025; <1% of class |
| Percent of class | <1% | Based on 7,977,177 shares outstanding |
| Unvested restricted stock | 2,207 | As of December 31, 2024 |
| Stock ownership guidelines | 5x annual cash retainer for non-employee directors; expected compliance within five years of later of Sep 30, 2024 or election/appointment date | |
| Hedging/pledging policy | Hedging/short sales strongly discouraged; margin accounts/pledges prohibited except with pre-approval |
Insider Trades (Section 16)
| Date (Filed) | Transaction Date | Type | Shares | Source |
|---|---|---|---|---|
| 2025-11-05 | 2025-11-03 | Stock Award (Grant) | 2,207 |
Company states no delinquent Section 16 filings for 2024 except one late Form 4 by CEO; no issues noted for Utterback .
Governance Assessment
-
Strengths
- Independence affirmed; Audit Committee member with strong financial oversight credentials; committee oversees related-party and internal control matters .
- Consistent attendance norms (≥75%); robust meeting cadence (11 Board, 12 Bank, 8 executive sessions in 2024); Audit met 10 times in 2024 .
- Balanced director pay mix (cash + restricted stock); annual equity aligns interests; modest cash fees; one-year vesting promotes retention and alignment .
- Stock ownership guidelines (5x cash retainer) and anti-hedging/pledging policy support alignment and limit downside-protection behaviors .
- Total beneficial ownership of 8,790 shares, plus unvested RS balances, indicates meaningful stake, albeit <1% of class .
-
Potential Conflicts/Red Flags
- Related-person lending policy permits loans to directors in ordinary course; aggregate loans to directors/executives/families ~$1.93M at 12/31/2024; not individually identified; Audit Committee reviews related-party transactions (monitoring point) .
- Professional role at Pinion: no disclosed transactions between EBMT and Pinion; Board considered related-person relationships and deemed them immaterial to independence (continue monitoring for any service engagements) .
- Compensation changes: minor policy shift (discontinuation of $200 travel fee in 2024); no discretionary director cash bonuses or option repricings disclosed .
-
Shareholder Signals
- Executive say-on-pay support ~95% at 2023 Annual Meeting, indicating broader governance acceptance; Board recommends annual say-on-pay frequency .
Overall, Utterback’s audit-focused tenure, independence, and accounting background bolster board effectiveness. No material conflicts or attendance issues disclosed; equity grants are time-based without performance metrics, typical for bank director pay, with ownership policies and insider trading restrictions mitigating alignment risks .