Maureen Rude
About Maureen J. Rude
Independent director since 2010; age 62; nominated for a new term through 2028. She chairs the Audit Committee and is designated an “audit committee financial expert” under SEC rules; the Board affirms her independence under Nasdaq standards. Background spans housing finance and public accounting: former Montana Director for Fannie Mae (2000–2008), Executive Director of the Montana Board of Housing (1995–2000), Operations Director and later Executive Director at Montana Homeownership Network/NeighborWorks Montana (2008–2019), and earlier six years at the Montana Legislative Auditor’s Office; she is a retired CPA with a 2014 Harvard Kennedy School NeighborWorks “Achieving Excellence in Community Development” certificate.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Montana Homeownership Network/NeighborWorks Montana | Operations Director; later Executive Director | 2008–2019 | Led statewide homebuyer education, planning, lending; complements EBMT’s residential housing focus |
| Fannie Mae (Montana) | Montana Director | 2000–2008 | Housing finance leadership and statewide relationships |
| Montana Board of Housing | Executive Director | 1995–2000 | Oversight of state housing programs; governance and financial expertise |
| Montana Legislative Auditor’s Office | Auditor | ~6+ years | Public sector audit experience; control/oversight orientation |
| Leadership Montana | Participant (Class of 2005) | 2005 | State leadership network and civic engagement |
| Harvard Kennedy School (NeighborWorks Program) | Achieving Excellence certificate | 2014 | Executive development in community development |
External Roles
- No current public company directorships disclosed for Ms. Rude in EBMT’s proxy.
Board Governance
- Independence: Board determines Ms. Rude is independent under Nasdaq rules.
- Committee assignments (as of March 20, 2025): Audit (Chair), Compensation (member), Nominating (not listed). Audit Committee met 10 times in 2024; Compensation Committee met 9 times; Nominating Committee met 4 times. Executive sessions of non-employee directors and CEO occurred 8 times in 2024.
- Attendance: All directors who served the full year attended at least 75% of Board/committee meetings to which assigned.
- Board leadership: Independent Chair (Rick F. Hays); CEO and Chair roles separated.
| Governance Metric | EBMT 2024/2025 Value |
|---|---|
| EBMT Board meetings (2024) | 11 meetings |
| Bank Board meetings (2024) | 12 meetings |
| Executive sessions (2024) | 8 sessions |
| Audit Committee meetings (2024) | 10 meetings |
| Compensation Committee meetings (2024) | 9 meetings |
| Nominating Committee meetings (2024) | 4 meetings |
| Director independence (Ms. Rude) | Independent |
| Audit Committee financial expert (Ms. Rude) | Yes |
- Audit Committee mandate includes oversight of financial reporting, auditor independence, internal audit, internal controls, and related party transactions.
Fixed Compensation
- EBMT’s 2024 director pay design: base non-employee director cash retainer $30,000; Audit Chair $35,000; Compensation Chair $32,000; Nominating Chair $32,000; committee meeting fee $400 (no Board meeting fee; $200 travel stipend discontinued March 2024).
| 2024 Director Compensation (Ms. Rude) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $39,800 |
| Stock awards (grant-date fair value) | $19,988 |
| All other compensation | $0 |
| Total | $59,788 |
Performance Compensation
- Equity awards for non-employee directors: annual restricted stock grant of ~$20,000 under the 2020 Non-Employee Director Award Plan; vests on the one-year anniversary; restricted stock awards under the 2011 plan typically vest over 3–5 years. No performance conditions are disclosed for director equity awards (time-vesting).
| Equity Detail (as of 12/31/2024) | Value |
|---|---|
| Unvested restricted stock shares outstanding (Ms. Rude) | 1,227 shares |
| 2024 director equity grant (grant-date fair value) | $19,988 |
Other Directorships & Interlocks
- No public company boards or disclosed interlocks for Ms. Rude; EBMT notes committee independence and that relationships under “Transactions with Certain Related Persons” were deemed immaterial to independence.
Expertise & Qualifications
- Retired CPA; audit committee financial expert; extensive housing finance leadership; public-sector audit background; Harvard Kennedy School certificate in community development.
Equity Ownership
- Beneficial ownership (as of March 7, 2025): 10,023 shares; less than 1% of outstanding shares (7,977,177).
- Unvested restricted stock: 1,227 shares.
- Director stock ownership guidelines: non-employee directors must own shares equal to 5x their annual cash retainer; 50% of vested full-value shares must be retained until guideline met; all non-employee director nominees have either met or are in compliance with retention guideline.
- Hedging/pledging policy: hedging and short sales strongly discouraged; margin/pledging prohibited except with pre-approval.
| Ownership Metric | Value |
|---|---|
| Shares beneficially owned (Ms. Rude) | 10,023 |
| Ownership % of outstanding shares | <1% |
| Unvested restricted shares | 1,227 |
| Director ownership guideline | 5x cash retainer; 50% retention until met |
| Compliance status (non-employee director nominees) | Met or retention-compliant |
| Hedging/pledging | Strongly discouraged/prohibited absent pre-approval |
Governance Assessment
- Strengths: Independent Audit Chair with CPA and designated “financial expert,” strong committee activity and attendance, independent board leadership with separated Chair/CEO, formal clawback and anti-hedging/pledging policies, and director ownership guidelines with retention requirement.
- Compensation governance signals: 2024 Say-on-Pay support was 70.7%; in response, Compensation Committee engaged an independent consultant, added 50% performance-based LTIP for executives starting in 2025, and enhanced disclosure—positive responsiveness to shareholder feedback (note: executive pay signal, not director pay).
- Related-party/insider exposure: Company permits ordinary course loans to insiders on substantially market terms; aggregate principal outstanding to directors/executives/families/companies where they are principals was ~$1,926,928 as of 12/31/2024; Audit Committee reviews related-party transactions; no specific adverse findings disclosed regarding Ms. Rude.
- RED FLAGS: None specific to Ms. Rude disclosed. Broader governance watchpoints include the moderate Say-on-Pay vote and insider lending (typical for community banks, but should be monitored for terms and performance).
Committee assignments (as of March 20, 2025): Audit—Maureen J. Rude (Chair), Cynthia A. Utterback, Corey I. Jensen; Compensation—Thomas J. McCarvel (Chair), Tanya J. Chemodurow, Corey I. Jensen; Nominating—Shavon R. Cape (Chair), Thomas J. McCarvel, Rick F. Hays, Kenneth M. Walsh.