Shavon Cape
About Shavon R. Cape
Shavon R. Cape is an independent director of Eagle Bancorp Montana, Inc. (EBMT) and Chair of the Nominating Committee. She has served on the board since 2015 and is 54 years old. Cape is a co-founder of JWT Restaurant Group, LLC (formed in 2003) and previously worked as a financial advisor at D.A. Davidson and Wachovia Securities. Education credentials are not disclosed in the proxy. Independence affirmed under Nasdaq rules; all directors serving the full year attended at least 75% of assigned board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JWT Restaurant Group, LLC | Co-founder | Company formed in 2003 | Brings development project and financial services experience to EBMT’s board |
| D.A. Davidson | Financial Advisor | Not disclosed | Finance background supports board oversight |
| Wachovia Securities | Financial Advisor | Not disclosed | Finance background supports board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JWT Restaurant Group, LLC | Co-founder | Since 2003 | Develops/operates commercial real estate ventures and hotels in Bozeman and Billings |
No public company directorships or disclosed interlocks for Cape in the proxy.
Board Governance
- Independence: Board affirmatively determined Cape is “independent” under Nasdaq rules.
- Committee assignments: Chair, Nominating Committee; not listed as a member of Audit or Compensation Committees.
- Attendance: All directors serving the full year attended ≥75% of total board and committee meetings; EBMT board met 11 times, bank board 12 times in 2024; eight executive sessions of non-employee directors and CEO.
- Board leadership: Independent Chair (Rick F. Hays), Vice Chair (Thomas J. McCarvel); separation of CEO and Chair roles.
Fixed Compensation (Director Pay Structure, FY2024)
| Component | Amount/Policy | Cape 2024 Actual |
|---|---|---|
| Annual cash fee (non-chair) | $30,000 | N/A (Chair) |
| Annual cash fee – Nominating Chair | $32,000 | Included in cash fees |
| Committee meeting fees | $400 per committee meeting (non-Chair of Board eligible) | Included in cash fees |
| Board meeting travel fee | $200 for out-of-town travel (discontinued March 2024) | N/A |
| Fees earned/paid in cash (total) | — | $36,800 |
| Director equity grant (2024) | $20,000 restricted stock under 2020 Non-Employee Director Award Plan; vests in 1 year | $19,988 grant-date fair value |
| Other compensation | Not applicable for non-employee directors | $0 |
Notes:
- Director compensation mix is cash plus time-vested equity; no meeting fees for board meetings; committee meeting fees apply as noted.
Performance Compensation
- Directors: No performance-conditioned compensation disclosed; annual director equity grants are time-based restricted stock (typically 1-year vest for annual grants under the 2020 Non-Employee Director Award Plan).
| Performance Metric | Applies to Director Pay? | EBMT Disclosure (for context) |
|---|---|---|
| ROAA | No | Used in executive 2024 cash incentive plan (not applicable to directors) |
| Efficiency Ratio | No | Used in executive 2024 cash incentive plan (not applicable to directors) |
| LTIP performance shares | No for directors | 2025 executive LTIP: 50% performance-vested over three years (not applicable to directors) |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict |
|---|---|---|---|
| JWT Restaurant Group, LLC | Private | Co-founder | None disclosed with EBMT customers/suppliers; no related-party transactions identified specific to Cape |
Expertise & Qualifications
- Development and operations experience via JWT Restaurant Group, LLC.
- Financial services background (financial advisor at D.A. Davidson and Wachovia Securities).
- Governance experience as Nominating Committee Chair.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership | 12,343 shares (<1%) | As of March 7, 2025; percent of class <1% out of 7,977,177 shares |
| Unvested restricted stock (12/31/2024) | 1,227 shares | Director RS awards; annual grant vests in 1 year |
| Options (exercisable/unexercisable) | None disclosed | Company has not granted options broadly in recent years to directors |
| Pledged or margined shares | Prohibited absent pre-approval; none disclosed for Cape | Insider Trading Policy strongly discourages hedging/short sales; prohibits margin/pledge absent pre-approval |
| Ownership guidelines | 5x annual cash retainer; 50% retention of vested full-value shares until met | All non-employee director nominees have met or are in compliance with retention guideline |
Insider Trades
The proxy’s Section 16(a) review notes one late Form 4 by the CEO (Ms. Clark) in 2024; no late filings or Form 4 issues are disclosed for Cape. No director-specific Form 4 transaction details for Cape are provided in the proxy.
Related-Party Transactions and Conflicts
- Policy: EBMT offers residential mortgage and consumer loans to officers, directors, and employees in the ordinary course on market terms (except consumer loans to officers/employees at 1% below prevailing rate; not applicable to directors). Aggregate principal balance of loans to directors, executive officers, immediate family, and companies in which they are principals was approximately $1,926,928 as of Dec 31, 2024. The Board determined related relationships immaterial to independence. No Cape-specific related-party transaction is disclosed.
Compensation Committee Practices & Shareholder Feedback
- Say-on-Pay: 2024 approval was approximately 70.7%; the Compensation Committee engaged Meridian Compensation Partners, LLC to revise executive compensation and adopted a 2025 LTIP structure with 50% performance-vesting and enhanced disclosure. Annual say-on-pay frequency recommended at one year.
Governance Assessment
- Strengths:
- Independence and active committee leadership as Nominating Committee Chair bolster board effectiveness.
- Director stock ownership guidelines and retention requirements demonstrate alignment; Cape’s disclosed ownership and ongoing RSU vesting support skin-in-the-game.
- Clear hedging/pledging restrictions and insider trading controls reduce misalignment risk.
- Attendance threshold met board-wide; regular executive sessions held.
- Watch items:
- Lower say-on-pay approval (70.7%) in 2024 indicates investor scrutiny of executive (not director) pay; committee has responded with structural changes—positive but worth monitoring for continued improvement.
- Private company interests (JWT Restaurant Group, LLC) create potential for banking relationships; no specific related-party transactions disclosed for Cape, but investors may monitor future disclosures for any customer/vendor ties.
- Overall signal:
- Cape’s independence, committee leadership, and ownership position support investor confidence. No red flags identified in attendance, pay practices, or related-party dealings specific to Cape.