Samuel Waters

About Samuel D. Waters

Samuel D. Waters (age 71) serves as a director of Eagle Bancorp Montana, Inc. and Opportunity Bank of Montana; he joined the board in 2022 and his current term expires at the 2026 Annual Meeting . He previously served as President of First Community Bank (1999–2021) and Chair of First Community Bank and First Community Bancorp, Inc. until Eagle’s acquisition on April 30, 2022; after the acquisition he was Business Development Officer at Opportunity Bank until retiring on December 31, 2023 . Waters holds degrees in Accounting and Agricultural Business from Montana State University and is a graduate of Northwest Intermediate Banking School and Pacific Coast Banking School .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined that Messrs. Johnson and Waters and Ms. Clark do not meet Nasdaq independence standards because they are executive officers or have been employees within the last three years; Waters retired from an employee role on December 31, 2023, so he is currently classified as not independent under Nasdaq rules .
• Committees: Current standing committees and membership do not include Waters (Audit: Rude, Utterback, Jensen; Compensation: McCarvel, Chemodurow, Jensen; Nominating: Cape, McCarvel, Hays, Walsh) .
• Attendance: In 2024, Eagle’s Board met 11 times; the Bank’s Board met 12 times; non-employee directors and the CEO met eight times in executive sessions; all directors serving the full year attended at least 75% of their assigned Board and committee meetings .
• Board leadership: Independent Chair (Rick F. Hays) and Vice Chair (Thomas J. McCarvel); CEO role is not combined with Chair, supporting independent oversight .
• Director stock ownership guidelines: Non-employee directors must own shares equal to 5x annual cash retainer, with 50% of vested full-value shares retained until guideline is met; non-employee director nominees have met or are in compliance with retention requirements (Waters not a nominee in 2025; specific compliance not disclosed) .

Fixed Compensation

• Director cash compensation framework: Non-employee directors (except chairs) received $30,000 annual cash fee; Chair of Board $50,000; Audit Chair $35,000; Compensation Chair $32,000; Nominating Chair $32,000; $400 per committee meeting; no Board meeting fees (prior $200 travel stipend discontinued March 2024) .

Performance Compensation

• Equity program context: Company uses restricted stock for directors; 2020 Non-Employee Director Award Plan provides annual grants; dividends on restricted stock are paid at vesting, not before, and are forfeited if awards do not vest .
• Clawback: Equity awards subject to clawback provisions in the 2025 Incentive Plan and Section 304 of Sarbanes-Oxley (broader clawback policy applies to executives; director clawback aligned via plan provisions) .

Other Directorships & Interlocks

Expertise & Qualifications

• Banking CEO experience: President of First Community Bank; Chair of FCB/FCB Inc.; extensive community banking leadership .
• Agricultural finance: Farm Credit Services roles (lending and management) and lead ag lender history; expertise aligned with EBMT’s regional banking market .
• Education: Montana State University (Accounting and Ag Business); Northwest Intermediate Banking School; Pacific Coast Banking School .
• Industry leadership: Montana Bankers Association board member (two terms) and Chair (one term) .

Equity Ownership

• Hedging/pledging: Insider Trading Policy strongly discourages hedging and short sales; prohibits margin accounts or pledging as collateral except with pre-approval by Insider Trading Compliance Officer .
• Ownership guidelines: Non-employee directors must hold 5x annual cash retainer; 50% of vested full-value shares retained until guideline met; specific compliance for Waters not disclosed (statement covers nominees) .
• Pledging/hedging compliance status: No pledging or hedging by Waters disclosed; Company prohibits or strongly discourages such activity as noted .

Governance Assessment

• Independence and committee roles: Waters is not considered independent under Nasdaq rules due to employment within last three years and does not serve on Audit, Compensation, or Nominating Committees, limiting direct governance influence on key oversight functions; this may modestly dilute board independence optics but is mitigated by independent committee composition and independent Board Chair .
• Attendance and engagement: Board and Bank Boards met frequently in 2024, with eight executive sessions; all full-year directors achieved at least 75% attendance, supporting baseline engagement culture (individual attendance for Waters not separately disclosed) .
• Pay mix alignment: Director compensation mix combines cash and equity; Waters received $33,000 cash and $19,988 in restricted stock, with 1,227 unvested shares—consistent with alignment through equity and the non-employee director ownership guideline framework .
• Potential conflicts/related-party exposure: Waters received $12,807 in “all other compensation” tied to salary continuation agreement benefits as a former employee—a legacy benefit that could be perceived as a soft conflict but is disclosed and consistent with bank retirement arrangements; Company’s related-party lending policy permits director/officer loans on substantially the same terms as non-related persons, with an aggregate $1,926,928 outstanding to insiders at year-end 2024; no Waters-specific loans disclosed .
• Shareholder signals: 2024 say-on-pay support was 70.7%; Compensation Committee responded by hiring Meridian, introducing performance-vesting for LTIP in 2025, and enhancing disclosure—positive responsiveness to shareholder feedback (board-level governance responsiveness) .
• Risk controls: Robust Audit Committee oversight; formal Code of Ethics; hedging/pledging restrictions; director stock ownership guidelines; clawback policy and equity plan clawbacks—favorable governance safeguards .

Related Party Transactions

• Policy: Loans to officers, directors, and employees are made in the ordinary course, on substantially same terms as non-related parties (consumer loans to officers/employees may be 1% below prevailing rate); aggregate outstanding balance to directors/executive officers/immediate family and companies in which they are principals was approximately $1,926,928 as of December 31, 2024; no executive officer had consumer loans >$120,000 since January 1, 2023; Waters-specific loans not disclosed .

Director Compensation Detail (2024)

Board Governance Structure Snapshot

RED FLAGS

• Not independent: Waters not independent under Nasdaq standards due to employment within past three years (retired Dec 31, 2023) .
• Legacy benefits: Receipt of salary continuation payments as “all other compensation” while serving as a director could raise alignment questions, though disclosed as standard bank retirement arrangements .
• No committee assignment: Lack of committee membership reduces direct influence on audit/compensation/nominating oversight .

Say-on-Pay & Shareholder Feedback

• 2024 Say-on-Pay approval: 70.7% .
• Actions taken: Engaged Meridian; introduced performance-based LTIP (50% performance-vesting over three years) starting in 2025; enhanced disclosure on short-term cash incentive plan .

Compensation Framework Reference (Context)

• Non-employee director equity: Annual restricted stock grants under 2020 Plan; typical one-year vesting .
• Equity plan governance: 2025 Stock Incentive Plan adds strong clawback, double-trigger change-in-control protections; prohibits option repricing; director grant cap of $200,000/year .

Notes on Policies

• Hedging/short sales/pledging: Strongly discouraged; pledging/margin prohibited except with pre-approval .
• Code of Ethics: Updated July 25, 2024; annual attestations required .
• Director ownership guidelines: 5x cash retainer with retention requirement; nominee compliance disclosed; Waters-specific compliance not disclosed .