Tanya Chemodurow
About Tanya J. Chemodurow
Independent director of Eagle Bancorp Montana, Inc. (EBMT) since 2015; age 60 as of December 31, 2024; current term expires at the 2026 Annual Meeting. Former president and owner of Abatement Contractors of Montana, LLC; sold the business in 2022 and retired effective February 1, 2023. Brings small business operations, government contracting, and environmental remediation expertise valuable to EBMT’s commercial lending strategy. Board determined she is independent under Nasdaq rules; attended at least 75% of assigned Board and committee meetings, with the Board holding 11 EBMT meetings, 12 bank meetings, and 8 executive sessions in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abatement Contractors of Montana, LLC | President; Small business owner (environmental remediation) | Sold in 2022; retired effective Feb 1, 2023 | Government contracting, asbestos/lead/mold remediation; insight supports EBMT’s commercial lending expansion |
External Roles
| Company/Institution | Role | Tenure | Committees/Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No other public company directorships disclosed in EBMT proxies |
Board Governance
- Independence: Affirmatively determined independent under Nasdaq Marketplace Rules.
- Committee assignments (snapshot as of 2025): Compensation Committee member; not on Audit; not on Nominating.
- Attendance and engagement: All directors serving in 2024 attended ≥75% of meetings; EBMT Board met 11 times; Bank Board 12; non-employee directors and CEO held 8 executive sessions. Directors encouraged, but not required, to attend Annual Meetings.
- Committee work history:
- 2024: Compensation Committee member.
- 2022: Compensation Committee member; Nominating Committee member.
- 2021: Compensation Committee member; Nominating Committee Chair.
- Stock ownership guidelines for non-employee directors: Required ownership equal to 5× annual cash retainer with a 50% retention requirement on vested full-value shares until guideline is met; nominees have met or are in compliance.
- Hedging/pledging: Insider Trading Policy strongly discourages hedging, short sales, derivatives; prohibits margin accounts and pledging except in limited pre-approved circumstances.
Committee Membership History (Chemodurow)
| Year | Audit | Compensation | Nominating |
|---|---|---|---|
| 2025 | — | Member | — |
| 2024 | — | Member | — |
| 2022 | — | Member | Member |
| 2021 | — | Member | Chair |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Committee Meeting Fees Policy | Total Cash Context |
|---|---|---|---|
| 2024 | $35,200 | $400 per committee meeting (no Board meeting fees; $200 travel stipend discontinued March 2024) | Non-employee director annual cash fee $30,000; Chair fees: Board $50,000; Audit $35,000; Comp $32,000; Nominating $32,000 |
| 2023 | $36,600 | $400 per committee meeting; $200 travel stipend for out-of-town directors (in place during 2023) | Same chair fee schedule as 2024; non-employee director annual cash fee $30,000 |
- Director compensation philosophy: Mix of cash and equity; benchmarked by Compensation Committee against peers.
Performance Compensation
| Year | Stock Awards ($, grant date fair value) | Unvested Restricted Stock Shares at Year-End | Vesting Terms |
|---|---|---|---|
| 2024 | $19,988 | 1,227 | 2020 Non-Employee Director Award Plan grants vest on one-year anniversary; 2011 Plan awards typically vest 3–5 years |
| 2023 | $19,963 | 1,699 | One-year vest for annual director grant under 2020 Plan |
| 2022 | $19,990 | 1,065 | Director grants under 2020 Plan; one-year vest |
| 2021 | $4,986 | 221 | Director grants under 2011 Plan vest over 3–5 years historically |
- Equity plan guardrails: 2025 Stock Incentive Plan limits non-employee director equity grants to $200,000 grant-date fair value per calendar year; prohibits option repricing; includes strong clawback/forfeiture provisions and double-trigger change-in-control treatment.
Other Directorships & Interlocks
| Entity | Relationship Type | Notes |
|---|---|---|
| None disclosed | — | No public company boards or disclosed interlocks with competitors/suppliers/customers in EBMT filings |
Expertise & Qualifications
- Small business operator with environmental remediation and government contracting experience (asbestos/lead/mold; construction), providing perspective on operational risk and lending to specialty contractors and government-related projects.
- Governance experience as prior Nominating Committee Chair (2021), indicating engagement in board composition, succession, and director evaluation processes.
Equity Ownership
| As of Date | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| March 7, 2025 | 10,053 | <1% (denoted “*”) | EBMT had 7,977,177 shares outstanding; ownership figures per DEF 14A table |
- Stock ownership guidelines: Non-employee directors must hold shares equal to 5× annual cash retainer; compliance achieved or retention guideline in effect across nominees.
- Pledging/hedging: Policy discourages hedging and short sales; prohibits margin/pledge except with pre-approval. No pledges disclosed for Chemodurow.
Governance Assessment
- Board effectiveness: Chemodurow’s committee breadth (Compensation member; former Nominating Chair) and independence support robust oversight; consistent attendance aligns with governance best practices.
- Alignment and incentives: Director pay uses modest cash retainers and time-vested RSAs with one-year vest, plus a 5× retainer ownership guideline—reasonable alignment without excessive risk-taking.
- Responsiveness to shareholders: Say-on-pay approval fell to ~70.7% in 2024; Compensation Committee engaged Meridian and shifted executive LTIP to 50% performance-vested in 2025, addressing investor concerns.
- Conflicts/related-party exposure: General related-party lending policies are standard-market for directors; aggregate director/officer/family/company loans $1.93M outstanding at 12/31/2024; no Chemodurow-specific related-party transactions disclosed.
- Risk indicators and red flags:
- No Section 16(a) filing issues disclosed for Chemodurow (one late Form 4 was for the CEO).
- No hedging/pledging disclosures for Chemodurow; policy discourages such practices.
- No option repricing; director equity capped under the 2025 Plan.
Director Compensation Details (Reference)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | $35,200 | $19,988 | — | $55,188 |
| 2023 | $36,600 | $19,963 | — | $56,563 |
Say-on-Pay & Shareholder Feedback (Context)
| Year | Say-on-Pay Approval (%) | Actions Taken |
|---|---|---|
| 2024 | ~70.7% | Engaged Meridian; added performance-vesting (50%) to executive LTIP; enhanced disclosure on short-term cash incentive metrics (ROAA, efficiency ratio) |
Notes on EBMT Compensation Structure (Context for Oversight)
- Short-term incentives (executives): Weighted mix of ROAA and efficiency ratio; 2024 corporate achievement 37% of target (ROAA target 0.72% vs actual 0.53%; efficiency ratio actual 81.55% yielded 0% payout on that metric), plus individual goals at 100% achievement for CEO/CFO.
- LTIP evolution: 2025 awards shift to 50% performance-vesting over three years (financial metrics), 50% time-based.
- Change-in-control protections: Double-trigger for executives other than CEO; CEO has 3× salary+bonus lump sum; plan-level equity acceleration rules described above.
Overall, Chemodurow presents as an independent, engaged director with relevant operating expertise and no disclosed conflicts; director pay and ownership policies support alignment, and EBMT’s recent compensation program changes reflect responsiveness to investor feedback.