Darryl Rensmon

About Darryl Rensmon

P. Darryl Rensmon is Senior Vice President and Chief Operating Officer (COO) of Eagle Bancorp Montana (Opportunity Bank of Montana). He joined in September 2016 as Vice President/Chief Information Officer, was promoted to Senior Vice President in October 2017, and to SVP/COO in October 2022; age 63. He oversees operations and the strategic direction of the Company’s fintech and innovation investments. He holds a B.S. in Business Administration – Information Systems Management (Montana State University–Billings) and is a 2021 graduate of the Stonier Graduate School of Banking and the Wharton Leadership Program .

Company performance context during his recent tenure:

• The Company reported net income of $9.78M in 2024, $10.06M in 2023, and $10.70M in 2022. The TSR value of a $100 initial investment measured $68 in 2024, $71 in 2023, and $72 in 2022 .

Past Roles

External Roles

Not disclosed in the Company’s executive officer biographies reviewed (no current public company directorships disclosed) .

Fixed Compensation

• Not a Named Executive Officer (NEO) in the 2024 Summary Compensation Table; individual base salary and bonus were not separately disclosed for Mr. Rensmon .
• Executive cash incentives are governed by the Company’s annual Cash Incentive Program (CIP). For 2024, the CIP corporate component used two metrics (50/50): ROAA and efficiency ratio; individual goals were also used for applicable executives. Targets were set above 2023 actuals and threshold performance was required for payout .
• The Company states it does not provide significant perquisites .

2024 CIP corporate results (applies to the corporate component of executive incentives):

Notes:

• CEO and CFO corporate/individual weighting examples in 2024 were disclosed (e.g., CEO 80% corporate/20% individual), but these weightings and payouts were only provided for NEOs and not for Mr. Rensmon .

Performance Compensation

• Long-Term Incentive Program (LTIP) evolution: In 2023, executives received time-vesting restricted stock (RS) with three-year vesting (transitionary). Beginning in 2025, the LTIP shifts to 50% performance-vesting and 50% time-vesting restricted shares, with performance measured over a three-year period, issued under the 2011 Plan or—if approved—the 2025 Plan .
• 2011 Stock Incentive Plan overview: Awards include restricted stock and (authorized) options; historically, no options were awarded to NEOs to date. Time-based awards typically vest over three to five years. As of March 7, 2025, 82,578 shares remained available under the 2011 Plan before replacement by the 2025 Plan .
• 2025 Stock Incentive Plan (subject to stockholder approval in 2025): Introduces robust features including performance awards, one-year minimum vesting for at least 95% of awards, no option repricing, dividend deferral until vesting, clear termination/retirement/death/disability treatment, and “double-trigger” change-in-control vesting when awards are assumed (or single-trigger if not assumed) .

Equity Ownership & Alignment

• Individual beneficial ownership for Mr. Rensmon was not separately disclosed in the beneficial ownership table (which lists directors, director nominees and NEOs; Rensmon is not a director or 2024 NEO) .
• Hedging, short sales, and pledging: The Insider Trading Policy strongly discourages hedging/derivative transactions and short sales, and prohibits holding in a margin account or pledging as collateral except in limited cases with pre-approval from the Insider Trading Compliance Officer . Trading windows and pre-clearance are mandated for certain officers; blackouts apply per policy .
• Stock ownership guidelines: Apply to CEO (2x base salary) and non-employee directors; no executive-officer-wide guideline was disclosed beyond the CEO. CEO/director retention requirement: hold 50% of vested full-value shares until guideline met .
• 10b5-1 plans: In Q3 2025, the Company disclosed that none of its directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter (quarter-specific) .

Employment Terms

• Change-in-Control (CIC) Agreements (executive officers other than CEO): Double-trigger severance equal to the sum of the executive’s annual salary and incentive bonus for the most recently completed year, payable if the executive is terminated without cause or resigns for good reason four months prior to, in connection with, or within 18 months after a CIC. COBRA premiums for up to 12 months are covered if elected. CIC agreements are two-year terms that auto-renew unless non-renewed with 60 days’ notice .
• Clawback policy: The Company has an executive compensation clawback policy for recoupment in the event of an accounting restatement due to material noncompliance with financial reporting requirements .
• Ownership policies: Hedging/pledging restrictions as above .
• CEO-specific employment agreement terms (e.g., non-compete, severance multiple of 3x salary+cash bonus upon CIC) are not generalized to other executives and are provided here for context only; no individualized employment agreement for Mr. Rensmon was disclosed in the proxy .

Performance & Track Record

• Role scope and experience: 39 years in IT prior to and through his banking leadership roles; responsibilities include the strategic direction of fintech and innovation investments for the Company .
• Company outcomes and context: 2022–2024 net income remained near $10M annually; TSR proxy series declined from $72 (2022) to $68 (2024), reflecting community bank headwinds over the period .
• Strategic execution at the Company level has included acquisitions and integration (e.g., First Community Bank closed April 30, 2022; additional prior transactions), providing ongoing scale and market positioning in Montana .
• Controls and reporting: The Company disclosed a material weakness in ICFR around cash flow classification that management believes has been remediated in 2025, indicating attention to finance function strengthening and disclosure control enhancements .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay support was approximately 70.7% of votes cast. In response, the Compensation Committee: engaged Meridian Compensation Partners as independent consultant; enhanced disclosure; and restructured LTI so that 50% of executive equity grants are performance-based from 2025 onward .

Compensation Program Mechanics (Reference)

• Program emphasizes both fixed and at-risk pay; uses multi-metric CIP (ROAA, efficiency ratio) to mitigate risk concentration. Equity emphasis increasing with performance-based LTIP from 2025. The 2025 Plan contains “double-trigger” CIC vesting for assumed awards and strong governance features (no option repricing, dividend deferral to vest, 1-year vesting floor for most awards) .

Investment Implications

• Alignment: Strong governance features (hedging/pledging restrictions, clawback, CIC double-trigger for executives, performance-based LTIP from 2025) reduce agency risk and should better align pay with performance over time .
• Disclosure gap: As a non-NEO, Mr. Rensmon’s individual pay, share ownership, and vesting detail are not separately disclosed—limiting precision in modeling near-term insider selling pressure; absent Form 4/10b5-1 data and proxy ownership line items for him, pressure assessment relies on corporate policy-level guardrails (e.g., pre-approval for pledges) .
• Retention/CIC: Double-trigger CIC coverage (1x salary+bonus for executive officers) supports retention through potential strategic events and limits one-sided parachutes, which is modest relative to small-cap bank norms .
• Execution risk and productivity levers: As COO with fintech oversight, Rensmon’s impact will show through operating efficiency initiatives and digital investments—note that 2024 efficiency ratio performance missed target (0% achievement on that metric), highlighting ongoing opportunity to drive cost discipline and process improvements .