Kenneth Walsh
About Kenneth M. Walsh
Kenneth M. Walsh, age 70, is an independent director of Eagle Bancorp Montana (EBMT) and has served on the board since 2018, with his current term expiring at the 2027 annual meeting . He previously served as President & CEO of Ruby Valley Bank until it was acquired by EBMT in 2018, retired as Opportunity Bank’s Ruby Valley Market President in 2020, and currently serves in the Montana Legislature’s House of Representatives; his background emphasizes agricultural lending and community banking expertise . Walsh beneficially owns 126,033 EBMT shares (including 67,270 held jointly with his spouse), representing 1.6% of outstanding shares as of March 7, 2025, indicating meaningful alignment with shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ruby Valley Bank | President & CEO | 1989 – Jan 31, 2018 (acquisition by EBMT) | Led a community bank with specialty in agricultural lending; experience informs board risk and credit oversight |
| Opportunity Bank of Montana (EBMT subsidiary) | Market President, Ruby Valley Market | Retired Mar 31, 2020 | Operational leadership post-acquisition; enhances integration and market knowledge |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Montana Legislature (House of Representatives) | Representative | Elected 2020; serving | Public policy role; EBMT notes independence after considering related person transactions |
| Independent Community Bankers of America (ICBA) | Committee participant | Not specified | Industry committee service in ag banking; supports domain expertise |
| Family Ranch (southwest Montana) | Manager | Ongoing | Agricultural operations experience |
Board Governance
- Independence: Board affirmatively determined Walsh is independent under Nasdaq rules .
- Committees: Member, Nominating Committee; not a committee chair .
- Attendance and engagement: EBMT Board met 11 times in 2024; Bank Board met 12 times; all directors serving the full year attended at least 75% of their assigned Board and committee meetings; non‑employee directors and the CEO held eight executive sessions .
- Board leadership: The Chair role is held by an outside, independent director (Rick F. Hays), reinforcing independent oversight .
- Hedging/pledging policy: Insider Trading Policy strongly discourages hedging, short sales, and derivatives; prohibits margin accounts or pledging except with pre‑approval .
- Director stock ownership guidelines: Non‑employee directors must own at least 5x the annual cash retainer and retain 50% of vested full‑value shares until compliant; nominees are either compliant or subject to retention requirements .
Committee Assignments
| Committee | Role | Chair? |
|---|---|---|
| Nominating | Member | No |
Fixed Compensation
- EBMT’s director pay mix blends cash and equity; standard annual cash fee for non‑employee directors is $30,000 (with higher fees for certain chairs) and $400 per committee meeting; directors received restricted stock grants with a $20,000 grant-date fair value in 2024 .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 34,200 | 19,988 | — | 54,188 |
Notes:
- Restricted stock awards under the 2020 Non‑Employee Director Award Plan typically vest on the one‑year anniversary of grant .
- No separate compensation for service on the subsidiary bank board; limited travel stipend discontinued March 2024 .
Performance Compensation
Directors are not paid performance‑based cash metrics; equity compensation is time‑vested restricted stock under board plans . EBMT’s governance framework for director equity emphasizes one‑year vesting on annual grants and limits repricing, with dividend timing aligned to vesting outcomes .
| Grant Type | Plan | Grant-Date Fair Value | Unvested Shares at 12/31/2024 | Vesting Terms |
|---|---|---|---|---|
| Restricted Stock | 2020 Non‑Employee Director Award Plan | 19,988 | 1,227 | Annual grant; vests on one‑year anniversary; dividends paid upon vesting and forfeited if not vested |
Other Directorships & Interlocks
- No current public company directorships disclosed for Walsh .
- Legislative service (Montana House) disclosed; Board maintained independence determination after reviewing related person transactions .
Expertise & Qualifications
- Community banking CEO experience with specialty in agricultural lending; post‑acquisition market leadership; ICBA committee service; active management of family ranch .
- Board considers his ag lending specialty and bank management experience valuable for risk oversight and strategy .
Equity Ownership
| Holder | Beneficial Shares | Ownership % | Notes |
|---|---|---|---|
| Kenneth M. Walsh | 126,033 | 1.6% | Includes 67,270 shares held jointly with spouse |
| Unvested Restricted Stock | 1,227 | — | 2024 director grant; one‑year vest schedule |
Policies and alignment:
- Director ownership guideline requires 5x annual cash retainer; 50% of vested shares retained until guideline met .
- Hedging/short sales discouraged; margin/pledging prohibited absent pre‑approval .
Governance Assessment
- Alignment: Walsh’s 1.6% beneficial ownership provides meaningful “skin‑in‑the‑game” for a community bank director, supporting alignment with shareholders .
- Independence/engagement: Independent status, standing committee service (Nominating), and board‑level attendance standards are met; frequent executive sessions reflect active independent oversight .
- Compensation structure: Director pay follows standard community bank practices with modest cash retainers and annual time‑vested equity; no performance‑based director pay, reducing incentives for short‑term risk .
- Pay governance signals: EBMT engaged an independent compensation consultant and strengthened LTIP performance metrics for executives after a 70.7% Say‑on‑Pay approval in 2024, demonstrating responsiveness to shareholder feedback (contextual signal for overall governance) .
- Related‑party transactions: EBMT discloses aggregate loans to directors/executives/family entities made in the ordinary course on market terms; discounted consumer loans are not available to directors, mitigating conflict risk (no Walsh‑specific loan disclosed) .
RED FLAGS:
- None disclosed for Walsh specifically (no reported Section 16 issues, attendance shortfalls, pledging, or related‑party transactions tied to Walsh) . As a legislator, public‑policy exposure warrants monitoring, but EBMT’s independence review found relationships immaterial to independence . The broader company’s 2024 Say‑on‑Pay approval at 70.7% indicates investor scrutiny of executive pay; the board’s responsive changes mitigate this governance risk over time .