Peter Johnson
About Peter J. Johnson
Peter J. Johnson (age 67) is a long-tenured director of Eagle Bancorp Montana, serving since 2007, with his current term proposed to run through the 2028 annual meeting. He retired as CEO of Eagle on December 31, 2022 after earlier roles as President of Eagle and Opportunity Bank of Montana, and prior service as Executive Vice President/Chief Financial Officer. The Board has determined Johnson is not independent under Nasdaq rules because he was an employee within the last three years. He remains active in regional civic and finance roles, including the Montana Historical Society board of trustees and the Diocese of Helena Finance Council.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eagle Bancorp Montana, Inc. | Chief Executive Officer | Dec 2009 – Dec 31, 2022 | Led strategy and financial management; prior CFO background supports financial oversight |
| Opportunity Bank of Montana | President | Jul 2007 – Mar 2022 | Senior leadership of bank operations |
| Opportunity Bank of Montana | Chief Executive Officer | Nov 2007 – Mar 2022 | Executive leadership of the Bank |
| Eagle/Opportunity Bank | EVP/Chief Financial Officer | Prior to being named President (dates not specified) | Financial management and strategic planning expertise |
| Montana Independent Bankers Association | Board member (prior) | Not disclosed | Industry engagement and policy perspective |
| Federal Reserve Board’s Community Depository Institution Advisory Council | Member | 2010–2012 | Input on community banking issues to the Federal Reserve |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| St. Peter’s Health Foundation | Board Member | Current | Philanthropy/community health engagement |
| Diocese of Helena Finance Council | Member | Current | Financial oversight for diocesan affairs |
| Montana Historical Society | Board of Trustees | Current | Governance of state historical institution |
Board Governance
- Independence: Not independent due to employment within the past three years.
- Committees: Not listed on Audit, Compensation, or Nominating committees as of March 20, 2025.
- Attendance and engagement: In 2024, all directors who served the full year attended at least 75% of the Board and committee meetings to which they were assigned; Eagle’s Board met 11 times, the Bank’s Board met 12 times, and non-employee directors and the CEO held eight executive sessions.
- Board leadership: Independent Chair (Rick F. Hays) and Vice Chair (Thomas J. McCarvel).
Committee Assignments
| Committee | Member? | Chair? |
|---|---|---|
| Audit | No | No |
| Compensation | No | No |
| Nominating | No | No |
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $32,400 | Standard annual cash fee for non-employee directors was $30,000 in 2024; chairs received higher retainers; $400 paid per committee meeting attended (no Board meeting fee) |
| All Other Compensation | $97,393 | Salary Continuation Agreement benefits paid as a former employee (not director compensation) |
Performance Compensation
| Component | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (2020 Non-Employee Director Award Plan) | 2024 (date not specified) | 1,227 unvested shares outstanding at 12/31/24 | $19,988 | One-year vesting from grant | None disclosed for director awards (time-based only) |
| Stock Options | N/A | N/A | N/A | N/A | No options have been granted under the 2011 Plan to date |
The Company continues director grants under the 2020 Non-Employee Director Award Plan; the 2025 Incentive Plan emphasizes double-trigger vesting and clawbacks for broader awards but director grants are not described as performance-based.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Johnson |
| Prior public company boards | None disclosed for Johnson |
| Shared directorships with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Former CEO and CFO of Eagle/Opportunity Bank, providing deep banking, financial management, and strategic planning expertise to the Board.
- Industry and policy engagement via the Federal Reserve CDIA Council (2010–2012) and MIB board, supporting regulatory and community banking insights.
- Extensive local civic board involvement, enhancing stakeholder perspective and regional network.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Shares) | 57,838 |
| % of Shares Outstanding | <1% (outstanding shares: 7,977,177 at 3/7/2025) |
| Unvested Restricted Stock | 1,227 shares at 12/31/2024 |
| Options (Exercisable/Unexercisable) | None – no options granted to date under the plan |
| Ownership Guidelines (Directors) | Required: 5× annual cash retainer; all non-employee director nominees have met or are in compliance with retention guideline (hold 50% of vested full-value shares until guideline met) |
| Hedging/Pledging | Policy strongly discourages hedging; prohibits margin/pledging except with pre-approval; no pledging by Johnson disclosed |
Governance Assessment
- Independence red flag: Johnson is not independent due to recent employment, which can impact perceived board objectivity and committee eligibility (he is not on Audit/Comp/Nominating).
- Pay alignment concern: In 2024, Johnson’s director cash fees were $32,400 with $19,988 in time-based stock, but he also received $97,393 in Salary Continuation Agreement benefits as a former employee—ongoing payments that can complicate alignment and independence optics.
- Ownership alignment: Beneficial ownership of 57,838 shares and compliance with director ownership guidelines support alignment; unvested restricted stock of 1,227 shares reinforces long-term exposure.
- Engagement: Attendance thresholds met at the board level (≥75% for all directors), with active executive sessions (8 in 2024), indicating functioning oversight practices.
- Shareholder sentiment: Say-on-pay support was 70.7% in 2024, below typical levels; the Compensation Committee responded by engaging Meridian and introducing 50% performance-vesting LTIP for executives beginning in 2025—constructive but highlights prior pay concerns.
- Related-party/loans: The Bank extends residential mortgage and consumer loans to officers/directors/employees on market terms (director consumer loans not discounted); aggregate principal to insiders/families was ~$1.93 million at year-end 2024, with no unfavorable features disclosed.
- Controls and policies: Robust clawback policy, prohibition on option repricing in the 2025 plan, and strong insider trading/hedging restrictions contribute positively to governance controls.
RED FLAGS
- Not independent due to recent employment as CEO; no committee assignments—limits direct participation in key oversight committees.
- Ongoing Salary Continuation Agreement payments ($97,393 in 2024) may be viewed as a continuing financial tie to management, potentially affecting investor confidence in director independence.
- Subpar 2024 say-on-pay (70.7%) underscores prior compensation design concerns at the company level.