Laura Clark
About Laura Clark
Laura F. Clark, 68, is President & Chief Executive Officer of Eagle Bancorp Montana (EBMT) and Opportunity Bank of Montana. She joined the company in March 2014, became President in April 2022, and CEO effective January 1, 2023 . Under her tenure disclosed in the proxy, the company reported 2024 net income of $9.78 million versus $10.06 million in 2023, and the TSR value of a $100 investment was $68 in 2024 (from $71 in 2023) . Education: B.A. in Business Administration from Montana State University–Billings .
Board service: Director since 2022 (term to 2027); not independent due to executive role; Board maintains an independent Chair and separates the Chair/CEO roles, mitigating dual-role concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eagle Bancorp Montana / Opportunity Bank | EVP/CFO/COO; then President (Apr 2022); CEO (Jan 1, 2023) | 2014–present | Led finance/operations; elevated to President and CEO, providing continuity and banking expertise . |
| Bank of Bozeman | Senior Vice President & Chief Financial Officer | 2005–2014 | Community bank CFO experience brought to EBMT . |
| First National Bancorp; Bankers Resource Center; Security Bank; Bank of Montana System; Montana Bancsystem | Various executive positions | Prior to 2005 | 40+ years of banking experience underpinning financial and operational leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ExplorationWorks (Science Center) | Board Member | Current | STEM and early childhood programs; community engagement . |
| Rotary (local chapter) | Board Member | Current | Community leadership . |
| Montana Independent Bankers | Board Member | Current | Industry advocacy and policy . |
| Independent Community Bankers Association | Legislative Committee Member | Current | National community banking policy engagement . |
Fixed Compensation
| Year | Base Salary ($) | Stock Awards ($, grant-date fair value) | Non-Equity Incentive Paid ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 405,000 | – | 61,300 | 105,973 | 572,273 |
| 2023 | 380,000 | 75,870 | 86,700 | 100,298 | 642,868 |
- Base salary adjustments in 2024: approved at $400,000 in April 2024 and updated to $440,000 in October 2024 following consultant review .
- 2024 “All Other Compensation” detail: 401(k) match $6,900; life/medical $11,677; profit sharing $20,856; Salary Continuation Agreement accrual $49,903; ESOP $2,022; PTO cash-out $14,615 .
Performance Compensation
| 2024 Corporate Metrics (Bank-level) | Target | Actual | Payout Factor |
|---|---|---|---|
| ROAA | 0.72% | 0.53% | 0.74x |
| Efficiency Ratio | 77.30% | 81.55% | 0.00x (no payout >80%) |
| Corporate Component (50/50 weight of metrics) | — | — | 37% |
| 2024 CEO Award Mechanics | Value/Weight | Result |
|---|---|---|
| Incentive Opportunity ($) | 124,000 | As disclosed |
| Corporate Component Weight | 80% | 37% achievement → $36,704 |
| Individual Component Weight | 20% | 100% achievement → $24,800 |
| Total Calculated/Actual Payout | — | $61,504 / $61,300 |
- Individual 2024 objectives for CEO: communication strategies and succession planning (100% achieved) .
- 2025 LTIP shift: long-term equity to 50% performance-vesting and 50% time-vesting over three years; performance metrics to determine vesting for performance portion .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 23,966 shares; includes ESOP holdings . |
| Shares Outstanding (for % calc) | 7,977,177 (as of Mar 7, 2025) . |
| Ownership % of Outstanding | ~0.30% (23,966 / 7,977,177) . |
| Unvested Restricted Stock (12/31/2024) | 8,665 shares; market value $132,834 at $15.33/share . |
| Vesting Schedule (CEO grants) | 2,180 shares vest Nov 1, 2025 and Nov 1, 2026; 6,457 shares granted Nov 1, 2023 vest ratably through Nov 1, 2026 . |
| CEO Stock Ownership Guideline | 2x base salary; 50% of vested full-value shares retained until met; CEO in compliance . |
| Hedging/Pledging | Hedging and derivatives strongly discouraged; margin accounts/pledging prohibited absent pre-approval . |
| Trading Windows | Blackout policy; trades only in open window or via approved Rule 10b5-1 plan; pre-clearance required for certain insiders . |
| Section 16 Compliance Note | One late Form 4 filing by Ms. Clark on May 23, 2024 (single transaction) . |
Implications for selling pressure: Time-based vesting toward Nov 1, 2025 and Nov 1, 2026 could create periodic liquidity windows; policy restrictions and ownership guidelines temper forced selling .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Effective May 25, 2023; 3-year term with annual auto-renewal unless notice 60 days prior . |
| Base Salary in Agreement | $372,000 (may be increased; $440,000 as of Oct 2024) . |
| Severance (without Cause / Good Reason) | Lump sum of 12 months base salary . |
| Change in Control (CIC) | Lump sum equal to 3x salary plus cash bonus/incentive compensation, payable upon CIC; continued health/dental for remaining contract term; legal fee reimbursement if agreement challenged post-CIC (single-trigger cash) . |
| Non-Compete | One-year post-termination non-compete; confidentiality obligations . |
| Clawback Policy | Compensation recoupment in event of accounting restatement under SEC rules . |
| 2025 Incentive Plan (Equity) | Double-trigger vesting for assumed/replaced awards upon post-CIC termination or good reason; single-trigger vesting if awards not assumed . |
| Salary Continuation Agreement | Amended 11/1/2024; annual lifetime benefit if separate at specified dates: $33,150 (10/31/2025), $41,709 (10/31/2026), $46,000 (3/31/2027) . |
Aggregate CIC payments for all named executives (illustrative): approximately $3,448,854 if terminated in connection with a CIC as of 12/31/2024, plus 12 months of benefits (company-wide figure; CEO included) .
Board Governance (Director Service, Committees, Dual-Role Implications)
- Board Service History: Director since 2022; current term expires at 2027 Annual Meeting .
- Committee Roles: Not listed on Audit, Compensation, or Nominating (committees comprised of independent directors) .
- Independence: Not independent due to executive status .
- Leadership Structure: Independent Chair (Rick F. Hays); EBMT does not combine Chair/CEO roles; supports independent oversight .
- Board Attendance: All directors serving full year 2024 attended ≥75% of meetings; eight executive sessions in 2024 .
Pay Versus Performance (Alignment Signals)
| Year | CEO Compensation Actually Paid ($) | TSR (Value of $100) | Net Income ($M) |
|---|---|---|---|
| 2024 | 571,181 | 68 | 9.78 |
| 2023 | 656,963 | 71 | 10.06 |
| 2022 | 1,005,097 (CEO then was Peter J. Johnson) | 72 | 10.70 |
Shareholder feedback: 2024 Say-on-Pay support was 70.7%; in response, the Compensation Committee engaged Meridian and added performance-based equity (50% of LTIP) beginning in 2025; also enhanced plan disclosure .
Director Compensation (as a Director)
- As CEO, Ms. Clark does not receive separate director compensation; director fee/RSU schedules apply to non-employee directors only .
Compensation Structure Analysis
- Mix and trend: 2024 total comp down vs 2023 primarily due to no stock award in 2024; cash incentive fell with underperformance on efficiency ratio offset by 100% individual goal achievement .
- Shift to performance risk: Planned introduction of 50% performance-vesting equity from 2025 increases at-risk, outcome-based compensation vs prior time-based only grants .
- Governance enhancements: Adoption of clawback policy; strong anti-hedging/pledging posture; ownership guidelines .
- Potential red flags: CEO CIC is single-trigger cash at 3x salary+cash incentive, which can misalign with shareholder outcomes in a sale scenario; however, equity under the 2025 plan uses double-trigger vesting if assumed .
Related Party Transactions (Policy Context)
- Insider lending is permitted on substantially the same terms as for non-related parties (except certain below-market consumer loans for officers/employees); aggregate insider/director/family/company-related loans outstanding were ~$1.93 million as of 12/31/2024 (no unfavorable features disclosed) .
Expertise & Qualifications
- 40+ years in banking; prior CFO/COO; extensive community banking financial and operational leadership; current industry policy roles (MIB board, ICBA legislative committee) .
Equity Award Detail (Outstanding as of 12/31/2024)
| Award Type | Unvested Shares | Market Value | Vesting Detail |
|---|---|---|---|
| Restricted Stock | 8,665 | $132,834 at $15.33/share | 2,180 shares vest Nov 1, 2025 and Nov 1, 2026; 6,457 shares granted Nov 1, 2023 vest ratably through Nov 1, 2026 . |
Employment & Retention Risk Indicators
- Contractual protection: 12-month severance without cause/good reason; robust CIC cash protection (3x salary + cash incentives) .
- Long-term incentives: 3–5 year vesting precedents on RSUs; future three-year performance cycles may aid retention .
- Ownership: In compliance with CEO ownership guidelines and subject to 50% retention of vested full-value shares until threshold met .
- Trading compliance: Blackout windows and 10b5-1 plan allowance; one late Form 4 in 2024 .
Investment Implications
- Pay/performance alignment is improving: 2024 cash incentive paid primarily from individual performance while corporate efficiency missed; the 2025 shift to 50% performance-vesting LTIP should better link future payouts to multi-year financial metrics, a positive for alignment and for say-on-pay optics after 70.7% support in 2024 .
- Retention appears solid: Multi-year vesting, salary continuation plan enhancements, and CIC protections reduce near-term departure risk; CEO meets ownership requirements, indicating alignment, though single-trigger CIC cash (3x salary+cash incentive) is a governance risk in a sale scenario .
- Selling pressure watchpoints: Time-based RSU vesting dates concentrated around Nov 1 in 2025 and 2026 could create periodic liquidity, moderated by ownership retention rules and trading policies; no pledging disclosed and hedging discouraged .
- Governance mitigants: Independent Chair and independent committees lessen dual-role concerns from CEO/Director status; committee use of an independent compensation consultant supports market-based adjustments .