Miranda Spaulding
About Miranda Spaulding
Miranda J. Spaulding (age 48) is Senior Vice President and Chief Financial Officer (Principal Financial Officer) of Eagle Bancorp Montana, Inc. (Opportunity Bank of Montana) and has served as CFO since April 2022; she joined the company in May 2013 in financial reporting, was promoted to Vice President in 2018, and previously served as Corporate Financial Director . She holds a B.S. in Business and a Master of Professional Accountancy from Montana State University, is a CPA, and is a member of the Montana Society of CPAs and AICPA . Company-level pay-versus-performance disclosure shows net income of $9.78M in 2024 (vs. $10.06M in 2023 and $10.70M in 2022) and TSR index values of 68 (2024), 71 (2023), and 72 (2022), providing context for incentive outcomes during her tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eagle Bancorp Montana / Opportunity Bank of Montana | Senior Vice President, Chief Financial Officer | 2022–present | Principal Financial Officer overseeing financial reporting, controls, capital and investor disclosures; SOX 302 certifier . |
| Eagle Bancorp Montana / Opportunity Bank of Montana | Corporate Financial Director; Vice President (promoted 2018) | 2018–2022 | Led public-company financial reporting and controllership prior to CFO role . |
| Eagle Bancorp Montana / Opportunity Bank of Montana | Financial Reporting Officer | 2013–2018 | Built and managed SEC and external reporting processes after joining in May 2013 . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Intermountain’s Festival of Trees (Helena) | Steering Committee Member | n/a | Community engagement; non-profit support . |
Fixed Compensation
- Base salary actions in 2024: CFO base set at $250,000 in April 2024, then increased to $290,000 in October 2024 following Meridian’s market review .
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $236,500 | $256,626 |
| All Other Compensation ($) | $84,991 | $98,032 |
| All Other Compensation – Detail | 401(k) match $6,220; life/medical $11,412; profit sharing $18,135; Salary Continuation accrual $51,147; ESOP $2,022; PTO cash out $9,096 (subtotal $98,032) | 401(k) match $6,220; life/medical $11,412; profit sharing $18,135; Salary Continuation accrual $51,147; ESOP $2,022; PTO cash out $9,096 (subtotal $98,032) |
Notes:
- CFO has no disclosed individual employment agreement; the CEO’s employment agreement terms are described separately in the proxy .
Performance Compensation
- 2024 short-term cash incentive program (CIP) metrics: 50% ROAA and 50% efficiency ratio at the Bank level, with additional individual goals; threshold performance required for payout . Corporate results measured as of 10/31/2024 yielded partial payout on ROAA and zero on efficiency ratio; individual goals for Spaulding were paid at 100% .
- LTIP: Time-based RS grants in 2023; beginning in 2025, long-term incentives transition to 50% performance-vesting and 50% time-vesting over three years, under the 2011 Plan or the 2025 Plan if approved .
| 2024 Corporate Goal Payout | Target | Actual | Achievement |
|---|---|---|---|
| ROAA | 0.72% | 0.53% | 0.74x of target (yields 37% contribution when 50% weighted) |
| Efficiency Ratio | 77.30% | 81.55% | 0.00% (no payout above 80%) |
| Total (50/50) | — | — | 37.00% |
| 2024 CFO Incentive Mechanics | Value |
|---|---|
| Incentive Opportunity ($) | $73,950 |
| Corporate Component: Achievement × Weight | 37% × 70% → $19,153 |
| Individual Component: Achievement × Weight | 100% × 30% → $22,185 |
| Total CIP Payout ($) | $41,200 |
Context:
- Dollar-based target bonus for Spaulding was $73,950 in 2024; the Company also revised CFO base salary mid-year. Using April base ($250,000), the dollar target equates to ~29.6%; using October base ($290,000), ~25.5% (illustrative ratios; plan formula base timing not specified) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 7, 2025) | 9,469 shares; “less than 1%” of class; ESOP holdings included in footnote . Approx. 0.12% based on 7,977,177 shares outstanding (9,469/7,977,177) . |
| Unvested restricted stock (12/31/2024) | 4,859 shares; $74,488 at $15.33/share . |
| Vesting schedule (as of 12/31/2024) | 1,760 shares vest on Nov 1, 2025 and 1,760 on Nov 1, 2026; additional 2,009-share grant from Nov 1, 2023 vests ratably through Nov 1, 2026 (approx. 670 shares in 2025 and 670 in 2026) . |
| Options | No stock options awarded to date under the Plan . |
| Ownership/retention guidelines | Guidelines maintained for CEO and directors; CFO-specific ownership guideline not disclosed in proxy . |
| Hedging/pledging | Hedging and monetization strongly discouraged; short sales discouraged; holding in margin or pledging prohibited except with pre-approval; trading windows and 10b5-1 plan usage governed by Insider Trading Policy . |
Insider selling pressure from scheduled vesting:
- 2025: ~1,760 + ~670 ≈ ~2,430 shares scheduled to vest (subject to continued employment and plan terms) .
- 2026: ~1,760 + ~670 ≈ ~2,430 shares scheduled to vest (subject to continued employment and plan terms) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Salary Continuation Agreement (nonqualified retirement) | Lifetime annual benefit of $99,500 upon retirement at age 65 (amended Nov 1, 2024 from $95,000); payable monthly; if death prior to separation, $99,500 per year to beneficiary for 15 years . |
| Change-in-Control Agreement (CFO and other executives, excluding CEO) | Double-trigger severance equal to the sum of annual salary and the most recent year’s incentive bonus if terminated without cause or resigns for good reason within 4 months prior to, in connection with, or within 18 months after a CIC; up to 12 months of COBRA premiums . |
| Illustrative CIC payout (CFO, based on 2024 comp) | Salary $256,626 + 2024 incentive $41,200 ≈ $297,826, plus up to 12 months COBRA if applicable (per plan formula and 2024 figures) . |
| Clawback | Company clawback policy for restatements under SEC rules, with equity award forfeiture/recoupment provisions in the 2025 Plan . |
| Non-compete/Non-solicit | CEO agreement includes one-year restrictions; no specific non-compete/non-solicit terms disclosed for CFO . |
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($M) | 10.70 | 10.06 | 9.78 |
| TSR index (Value of $100 initial investment) | 72 | 71 | 68 |
| 2024 Corporate CIP outcomes (Bank-level) | — | — | ROAA 0.53% vs 0.72% target (partial); Efficiency 81.55% vs 77.30% target (zero) |
Additional governance and shareholder feedback:
- Say-on-Pay approval in 2024 was 70.7%; Compensation Committee responded by engaging Meridian and shifting LTIP to 50% performance-based starting 2025, with enhanced disclosure .
- 2025 Plan includes double-trigger CIC treatment for assumed/replaced awards and prohibits option repricing; adds performance awards and one-year minimum vesting for at least 95% of awards .
Compensation Structure Analysis
- Mix and risk: 2024 cash incentive weighted to ROAA and efficiency ratio with individual goals; bank-level underperformance on efficiency led to a 37% corporate component, showing pay sensitivity to operating efficiency .
- Equity shift: Transition from time-vested RS to 50% performance-based equity in 2025 should increase pay-for-performance alignment and reduce windfall risk .
- Guaranteed vs at-risk: 2024 CFO compensation included material fixed elements (salary, benefit accruals) but variable cash paid down to $41,200 given corporate shortfall, evidencing variable pay discipline .
- Retirement benefits: The 2024 amendment increased the CFO’s lifetime salary continuation benefit to $99,500, enhancing long-term retention but adding fixed-benefit cost .
Related Party Transactions and Policies
- Loans/policy: Insider loans are offered in ordinary course; aggregate balance to directors/executives and related parties was ~$1.93M at year-end 2024; no unfavorable terms disclosed; no individual loan to Ms. Spaulding disclosed .
- Insider trading policy: Blackout windows, pre-clearance, and 10b5-1 plan governance; hedging/pledging discouraged or restricted .
- No option repricing: Company has not granted options in recent years; policy prohibits repricing .
Equity Ownership & Alignment (Snapshot Table)
| Metric | Value |
|---|---|
| Beneficially owned shares (Mar 7, 2025) | 9,469 (includes ESOP holdings; “<1%”) |
| Shares outstanding (Record Date) | 7,977,177 |
| Ownership % (computed) | ~0.12% (9,469/7,977,177) |
| Unvested RS (12/31/2024) | 4,859 sh; $74,488 at $15.33 |
| 2025 scheduled vest (est.) | ~2,430 sh (1,760 + ~670) |
| 2026 scheduled vest (est.) | ~2,430 sh (1,760 + ~670) |
| Options outstanding | None granted to date |
| Pledging/Hedging | Restricted/strongly discouraged per policy |
| Ownership guidelines | Applied to CEO and directors; CFO guideline not disclosed |
Employment Terms (Key Points)
- Salary Continuation: $99,500 annual lifetime benefit at retirement age 65; $99,500 annually to beneficiary for 15 years if death prior to separation (amended Nov 1, 2024) .
- CIC: Double-trigger 1x (salary + most recent bonus) plus up to 12 months COBRA for executives other than CEO; CFO covered .
- Clawback: Adopted and embedded in equity plan provisions .
Investment Implications
- Alignment improving: The move to 50% performance-based LTIP in 2025, combined with measurable shortfall impact on 2024 cash incentives, strengthens pay-for-performance linkage and should reduce windfalls; continued monitoring of performance metrics’ rigor is warranted .
- Retention vs. fixed cost: The enhanced Salary Continuation benefit ($99,500 lifetime) is a strong retention lever but increases fixed obligations; offsetting alignment comes from unvested RS and forthcoming performance shares .
- Limited selling pressure: Estimated ~2.4k shares vesting per year in 2025–2026 is modest relative to float; combined with insider trading controls, near-term selling overhang appears limited, though watch for any 10b5-1 plans or pre-approved pledging exceptions .
- Governance and shareholder sentiment: 70.7% Say-on-Pay suggests room to improve investor alignment; the committee’s response (Meridian engagement, performance LTIP) is constructive—track 2025 plan adoption and metric calibration and revisit Say-on-Pay outcomes in 2025/2026 .