Rachel Amdahl
About Rachel Amdahl
Rachel R. Amdahl is Senior Vice President/Chief Operations Officer of Opportunity Bank of Montana (EBMT) and has served in this role since February 2006; she joined the Bank in 1987 and previously served as Vice President/Operations starting in 2000. She graduated from the Graduate School of Banking at Colorado in 2012 and is currently a member of the General Federation of Women’s Club . Company performance context during recent years: EBMT’s net income was $10.70M (2022), $10.06M (2023), and $9.78M (2024), and the “$100 initial investment” TSR metric was $72 (2022), $71 (2023), and $68 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Opportunity Bank of Montana | Senior Vice President/Chief Operations Officer | Feb 2006 – present | Leads enterprise operations, systems and process execution across the bank |
| Opportunity Bank of Montana | Vice President/Operations | 2000 – Feb 2006 | Operations management and scaling; foundation for later COO remit |
| Opportunity Bank of Montana | Operations roles (joined the Bank) | Joined in 1987 | Long-tenure operator; institutional process knowledge |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| General Federation of Women’s Club | Member | Current | Community engagement and leadership network |
| Lewis and Clark County United Way | Board Member | Past | Community development and philanthropy |
| Women’s Leadership Network (Helena) | Board Member | Past | Professional leadership network and advocacy |
Fixed Compensation
- EBMT is a Smaller Reporting Company and discloses detailed compensation only for named executive officers (NEOs). Ms. Amdahl is not a NEO in the 2024–2025 proxies; therefore, her base salary, target bonus and actual bonus are not individually disclosed .
- EBMT maintains a company-wide short-term cash incentive program (CIP) for eligible employees (including executive officers), with corporate metrics based on ROAA and efficiency ratio, plus individual strategic/operational goals .
Performance Compensation
- 2024 Cash Incentive Program – Corporate metrics (Bank-level; applies to eligible executives):
| Metric | Target | Actual | Achievement |
|---|---|---|---|
| ROAA | 0.72% | 0.53% | 0.74% |
| Efficiency Ratio | 77.30% | 81.55% | 0.00% (no payout >80%) |
| Corporate Goal Total (50/50 weighting) | — | — | 37.00% |
- EBMT is transitioning long-term incentives toward pay-for-performance: beginning in 2025, 50% of NEO long-term equity awards vest based on multi-year financial metrics (the other 50% time-based). The 2025 Stock Incentive Plan adds performance awards and explicitly uses double-trigger change-of-control vesting for awards assumed/replaced by an acquirer .
Equity Ownership & Alignment
- Hedging, short sales and pledging: Insider Trading Policy strongly discourages hedging and prohibits margin accounts or pledging except with pre-approval from the Insider Trading Compliance Officer; trading is limited to open windows or under approved Rule 10b5-1 plans .
- Stock ownership guidelines: required for CEO (2x base salary) and for non-employee directors (5x annual cash retainer), with a 50% retention requirement on vested full-value shares until guidelines are met; executive-officer ownership guidelines beyond the CEO are not disclosed .
- ESOP holdings:
| As-of Date | Unallocated Shares | Allocated Shares | Total ESOP Shares | % of Shares Outstanding |
|---|---|---|---|---|
| Dec 31, 2024 | 167,932 | 255,351 | 423,283 | 2.1% |
Note: Individual beneficial ownership for Ms. Amdahl is not disclosed in the beneficial ownership tables, which list directors and NEOs .
Employment Terms
- Change-in-control agreements (executives other than CEO): double trigger; severance equals the sum of the executive’s annual salary plus most recent incentive bonus; agreements have two-year terms and auto-renew for successive one-year periods unless non-renewed 60 days before anniversary; COBRA premiums paid up to 12 months subject to conditions .
- Clawback policy: equity awards and certain executive compensation are subject to recoupment upon an accounting restatement resulting from material noncompliance with financial reporting requirements; SOX Section 304 forfeiture and company clawback policy apply under the 2025 Plan .
- Insider trading controls: blackout periods, pre-approval for certain officers/directors, and allowance for approved 10b5-1 trading plans .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($M) | 10.70 | 10.06 | 9.78 |
| $100 Initial Investment TSR Value | 72 | 71 | 68 |
- Governance and compensation actions: In response to a 70.7% say-on-pay support level in 2024, the Compensation Committee engaged Meridian to revise exec pay and added performance-vesting LTIP in 2025; prior say-on-pay support was ~95% at the 2023 meeting .
Compensation Structure Analysis
- Shift toward performance-based equity: introduction of 50% performance-vesting awards for NEOs beginning in 2025 under the new plan (greater alignment with shareholder returns and multi-year metrics) .
- Strong anti-hedging/pledging posture and clawback provisions reduce misalignment risk and limit short-term monetization behavior .
- No options and no repricing: EBMT has historically granted restricted stock rather than options, and the 2025 Plan prohibits option repricing, limiting pay inflation risk .
Related Party Transactions and Red Flags
- Loans to insiders follow ordinary-course terms; executive consumer loans >$120,000 are prohibited and none have been outstanding since January 1, 2023; aggregate insider-related loans were ~$1.93M at Dec 31, 2024 .
- Delinquent Section 16 filings: none noted for 2024 other than one late Form 4 by the CEO; no issues disclosed for Ms. Amdahl .
Compensation Peer Group and Consultant Use
- Compensation consultants: Meridian (2024) advising on executive compensation program design; prior consultant Pearl Meyer advised in 2022 on senior executive and director compensation .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: ~95.0% in 2023; 70.7% in 2024, prompting program changes including adding performance-vesting LTIP and enhanced disclosure .
Investment Implications
- Alignment and retention: While Ms. Amdahl’s individual pay and holdings are not disclosed (non-NEO), structural alignment appears strong via anti-hedging/pledging policy, clawback, and CIC double-trigger protections—reducing forced-selling risk and encouraging retention through potential severance certainty .
- Pay-for-performance direction: The 2025 move to performance-vesting for NEO equity and the new 2025 Stock Incentive Plan’s features indicate a cultural shift toward longer-term metrics; monitor whether these practices extend to broader executives and whether performance targets are demanding relative to historical ROAA/efficiency outcomes .
- Trading signals: With blackout windows and pre-approval requirements, material insider selling pressure is likely to concentrate around open windows or approved 10b5-1 plans; monitor Form 4 filings for Ms. Amdahl to gauge vesting-related sales once available, and watch 8-K Item 5.02 for any changes in her role or compensatory arrangements .