Rick Hays
About Rick F. Hays
Rick F. Hays (age 72) is the independent Chair of the Board of Eagle Bancorp Montana, Inc. (EBMT); he has served on the Board since 2007 and is nominated for a term expiring at the 2028 annual meeting . He retired from Qwest Communications in 2006 after 32+ years in telecommunications, serving as Montana President since 1996, and has held roles on numerous civic, educational, and charitable boards, bringing senior executive operating experience and community leadership to EBMT’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qwest Communications | Montana President | 1996–Nov 2006 | 32+ years in telecom; senior executive leadership experience |
| Various civic, educational, charitable organizations | Board member | Not specified | Community and governance engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various civic/educational/charitable boards | Director/Trustee | Not specified | No other public company directorships disclosed in EBMT proxy biography |
Board Governance
- Board Chair responsibilities: presides over Board and stockholder meetings; sets agendas with management; evaluates director candidates and CEO performance; presides over executive sessions of non-employee directors .
- Independence: Board affirmatively determined Hays is “independent” under Nasdaq rules .
- Committee assignments: Nominating Committee member (Chair: Shavon R. Cape); not on Audit or Compensation .
- Attendance and engagement: In 2024, Eagle’s Board met 11 times; Bank Board met 12 times; eight executive sessions were held; all directors serving the full year attended at least 75% of assigned Board/committee meetings .
- Executive sessions: Non-employee directors and CEO met eight times in 2024 .
- Hedging/pledging policy: Company strongly discourages hedging, short sales, and options; prohibits holding securities in margin accounts or pledging (except with pre-approval) for insiders, including directors .
- Stock ownership guidelines (directors): Must own shares equal to 5× annual cash retainer; 50% of vested full-value shares must be retained until compliance; all non-employee director nominees have met or comply with retention guideline .
Fixed Compensation
| Year | Cash Fees (Chair/Meeting) | Equity (Grant-Date Fair Value) | Total | Notes |
|---|---|---|---|---|
| 2024 | $50,400 | $19,988 | $70,388 | Chair retainer paid in cash; annual restricted stock granted under 2020 Non-Employee Director Award Plan |
| 2024 Director Pay Structure | Amount | Notes |
|---|---|---|
| Standard Non-Employee Director Annual Cash Fee | $30,000 | Excludes committee chairs and Board Chair |
| Board Chair Annual Cash Fee | $50,000 | Chair premium for governance leadership |
| Audit Committee Chair Fee | $35,000 | Committee leadership premium |
| Compensation Committee Chair Fee | $32,000 | Committee leadership premium |
| Nominating Committee Chair Fee | $32,000 | Committee leadership premium |
| Committee Meeting Fee (non-Chair) | $400 per meeting | Paid for committee attendance; Board meeting travel fee discontinued Mar 2024 |
| Annual Director Restricted Stock Grant | $20,000 | Rounded down to whole shares; vests after one year |
Performance Compensation
| Component | Structure | Metrics | Vesting | Notes |
|---|---|---|---|---|
| Director equity grants | Restricted stock | None (no director performance metrics) | One-year cliff vesting | Granted under 2020 Non-Employee Director Award Plan |
EBMT does not use performance-based equity for non-employee directors; director equity is time-vesting restricted stock .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in EBMT proxy biography |
| Private/non-profit/academic boards | “Numerous” civic, educational, charitable organizations (not enumerated) |
| Interlocks/overlaps with EBMT competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Senior telecom executive experience (Qwest Montana President), providing operational leadership and strategic oversight capabilities relevant to EBMT’s governance .
- Extensive community board service, enhancing stakeholder engagement and local-market insight .
- Board leadership effectiveness evidenced by independent Chair role and defined responsibilities over agendas, evaluations, and executive sessions .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding Shares | Unvested Restricted Stock (Shares) | Shares Outstanding Reference |
|---|---|---|---|---|
| Rick F. Hays | 39,567 | <1% | 1,227 | 7,977,177 shares outstanding as of Mar 7, 2025 |
- Stock ownership guidelines: 5× annual cash retainer; nominees met or comply with retention requirement (50% of vested full-value shares retained until guideline met) .
- Options: Company states no stock options have been awarded under the 2011 Plan to date (applies broadly; none indicated for directors) .
Governance Assessment
- Board leadership and independence: Hays serves as independent Chair with defined responsibilities over governance processes and executive sessions—positive for board effectiveness and investor confidence .
- Committee alignment: Placement on Nominating Committee aligns with his leadership experience; Audit and Compensation chaired by other independent directors, supporting balanced oversight .
- Attendance/engagement: Board and committee cadence (11/12 meetings; eight executive sessions) with ≥75% attendance by all directors strengthens governance rigor .
- Pay structure and alignment: Mixed cash/equity for directors with modest annual restricted stock grants, one-year vesting, and 5× retainer ownership guidelines; nominees in compliance—positive alignment .
- Policies and investor protections: Strong insider trading controls (hedging/pledging discouraged/prohibited), clawback policy, and equity plan prohibition on option repricing enhance governance quality .
- Shareholder feedback signal: 2024 say‑on‑pay approval of 70.7% prompted enhancements (adding performance-based LTI for executives and improved disclosure), indicating responsiveness to investor concerns; while executive-focused, it reflects overall compensation governance .
Potential Conflicts / Red Flags
- Related-party transactions: Aggregate director/officer/family/company loans outstanding were ~$1,926,928 at YE 2024; loans made on market terms (except certain employee consumer loans), and Board deemed relationships immaterial to independence—monitor ongoing exposure but no specific issues disclosed for Hays .
- Pledging/hedging: Prohibited/strongly discouraged under policy; no pledging or hedging by Hays disclosed—policy reduces alignment risk .
- Option repricing: Prohibited under proposed 2025 Incentive Plan—mitigates dilution/entrenchment risks .
No individual attendance shortfalls, related-party issues, or insider trading violations were disclosed for Hays in the proxy; independence affirmed and role-specific responsibilities are well-defined .