Linda Chilton
About Linda Chilton
Linda M. Chilton is Senior Vice President/Chief Retail Officer at Opportunity Bank of Montana (EBMT), overseeing the Marketing and Retail departments; she joined the Bank in September 2014, was promoted to Vice President in 2018 and to SVP/Chief Retail Officer in January 2020. She has more than four decades of banking experience and holds a B.S. in Business Administration from the University of Montana; her age is disclosed as 60 in the 2025 proxy’s executive officer roster . Company-level performance context during her current tenure includes the Pay-Versus-Performance TSR and net income below.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 Initial Investment (TSR) | 72 | 71 | 68 |
| Net Income ($USD Millions) | $10.70 | $10.06 | $9.78 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Opportunity Bank of Montana | SVP/Chief Retail Officer | Jan 2020–present | Leads Retail and Marketing across the bank |
| Opportunity Bank of Montana | Branch Administrator | Joined Sep 2014 | Branch network leadership |
| Opportunity Bank of Montana | Vice President | Promoted 2018 | Retail leadership responsibilities |
| First Montana Bank (Montana community bank) | Vice President of Retail Operations | Employed since 2003 (end date not disclosed) | Oversaw retail operations |
| First Interstate Bank (regional bank) | Various positions | Years not disclosed | Progressive retail/operations roles |
External Roles
No external public company directorships or committee roles are disclosed for Ms. Chilton in EBMT proxy filings .
Fixed Compensation
- Individual base salary, target bonus, and actual bonus for Ms. Chilton are not disclosed; she was not a Named Executive Officer (NEO) in 2024 (NEOs were CEO Clark, CFO Spaulding, and Chief Lending Officer O’Neill) .
- EBMT states executives have limited perquisites and engages an independent compensation consultant (Meridian) for program design .
Performance Compensation
EBMT’s short-term Cash Incentive Program (CIP) for executives emphasizes bank ROAA and efficiency ratio plus individual strategic goals. 2024 corporate metrics and outcomes:
| Metric | Target | Actual | Achievement | Weighting in Corporate Score | Corporate Payout Result |
|---|---|---|---|---|---|
| ROAA | 0.72% | 0.53% | 0.74 | 50% | Contributed to 37% corporate payout |
| Efficiency Ratio | 77.30% | 81.55% | 0.00 (no payout >80%) | 50% | Contributed to 37% corporate payout |
| Total Corporate Component | — | — | — | 50/50 | 37% |
Notes:
- Individual goal categories include communication strategies, succession planning, staff development, production metrics (examples shown for NEOs); individual weights vary by role and were disclosed for NEOs, not for Ms. Chilton .
- Beginning in 2025, long-term incentives add 50% performance-vesting restricted shares measured over a 3-year period (previously time-based only), while 50% remain time-based; performance metrics are to be set by the Compensation Committee .
Equity Ownership & Alignment
- Individual beneficial ownership for Ms. Chilton is not presented; the beneficial ownership table covers directors, director nominees, and named executive officers only, not all executive officers .
- Hedging/short sales are strongly discouraged, and pledging or margin accounts are prohibited except in limited pre-approved cases; transactions are subject to blackout windows and pre-clearance under the Insider Trading Policy .
- Stock ownership guidelines apply to the CEO and non-employee directors; guidelines for other executive officers are not disclosed .
Standard vesting constructs and current plans:
- Restricted stock under historical plans typically vested over three to five years; the 2011 plan used service-based vesting and did not grant options to NEOs historically .
- 2025 Stock Incentive Plan authorizes 175,000 shares (2.2% of 7,977,177 outstanding) for equity awards, introduces performance awards, prohibits option repricing, conditions dividends until vesting, and uses double-trigger vesting on change in control when awards are assumed/replaced .
Employment Terms
| Term | Detail |
|---|---|
| Change-in-Control Agreement | For executives other than the CEO, EBMT provides double-trigger severance equal to the sum of the executive’s annual salary and most recent incentive bonus if terminated without cause or resigns for good reason within a window around a change in control; agreements are two years and auto-renew unless notice is given . |
| COBRA Benefits | Up to 12 months of COBRA premiums paid until the earliest of coverage expiration, ineligibility, or obtaining similar coverage elsewhere . |
| Non-Compete / Confidentiality | CEO employment agreement includes confidentiality and a one-year non-compete; comparable provisions for other executives are not disclosed in detail in the proxy . |
| Clawback | EBMT has a clawback policy for equity and compensation tied to restatements under applicable SEC rules; equity awards also include clawback and forfeiture provisions under the 2025 plan . |
Historical confirmation:
- EBMT disclosed entering Change-in-Control Agreements with Linda M. Chilton in February 2021 (double-trigger structure equal to salary+bonus, twelve-month benefits), consistent with current program design .
Performance & Track Record
- Company TSR and net income have trended modestly down in 2023–2024 versus 2022, while management has revised incentive design to include multi-year performance-vesting equity starting 2025 to strengthen alignment .
- CIP corporate results in 2024: ROAA shortfall versus target and efficiency ratio above the payout threshold capped corporate payout at 37%—suggesting disciplined cash incentive outcomes when goals are not met .
Compensation Committee & Governance
- Compensation Committee comprised of independent directors; met nine times in 2024; engages Meridian as independent consultant (no other services to company) .
- Hedging/pledging discouraged; insider trading policy includes blackout windows and pre-approval; director ownership guidelines enforced; CEO guideline is 2× salary with retention requirements .
- Say-on-Pay approval was 70.7% in 2024; committee response included adding 50% performance-based LTIP component and enhanced transparency .
Investment Implications
- Alignment and retention: Ms. Chilton’s double-trigger change-in-control agreement (salary + latest bonus, with COBRA) reduces unwanted turnover risk through a transaction and suggests balanced retention economics without single-trigger windfalls .
- Pay-for-performance trajectory: The 2025 LTIP introducing performance-vesting shares is a positive move toward multi-year alignment; time-vesting alone historically offered lower beta to performance, potentially elevating future alignment for executives including retail leadership .
- Selling pressure and trading signals: Strong anti-hedging/pledging policy and blackout enforcement mitigate near-term insider-selling pressure; no Form 4 disclosures for Ms. Chilton are noted in the proxy, and only one late Form 4 is attributed to the CEO in 2024 .
- Dilution and award cadence: The 2025 plan’s 175,000-share reserve (2.2% of outstanding) indicates upcoming equity grant cycles; monitor grant timing and performance metrics to assess incremental dilution versus improved incentive alignment .
- Data gaps: Lack of individual compensation and ownership disclosure for Ms. Chilton (non-NEO) is typical for smaller reporting companies but limits precision in pay-for-performance analytics; focus on program structure, performance outcomes, and forthcoming performance-vesting awards to infer alignment .