Thomas McCarvel
About Thomas J. McCarvel
Independent director and Vice Chair of the Board at Eagle Bancorp Montana (EBMT). Age 75; director since 1998 with current term expiring in 2027 . Background includes VP of Carroll College (1991–2017), COO at Anderson ZurMuehlen & Co., P.C. (1988–1991), and founder/manager of Bert & Ernies restaurants, bringing management, marketing, and financial oversight experience to the board . The Board affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carroll College | Vice President | Dec 1991–Jan 2017 | Strategic management; institutional operations |
| Anderson ZurMuehlen & Co., P.C. | Chief Operating Officer | 1988–1991 | Prior connection to former company auditor (served as EBMT independent auditor prior to FY2006) |
| Bert & Ernies (Helena, Great Falls, Billings) | Founder/Manager | Not disclosed | Entrepreneurial and marketing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in proxy; biography lists prior roles only |
Board Governance
- Committee assignments: Chair of Compensation Committee; Member of Nominating Committee .
- Board leadership: Vice Chair of the Board with responsibilities to preside when Chair is absent; Board chaired by independent director Rick F. Hays .
- Independence: Board determined McCarvel is independent; related-person transactions deemed immaterial to independence .
- Attendance: Board met 11 times in 2024; Bank board met 12 times; non-employee directors and CEO held 8 executive sessions. All directors serving the full year attended at least 75% of assigned Board and committee meetings; 11 of 12 directors attended the 2024 annual meeting .
- Committee activity: Audit (10 meetings), Compensation (9), Nominating (4) during 2024 .
| 2024 Meetings | Count |
|---|---|
| EBMT Board meetings | 11 |
| Bank Board meetings | 12 |
| Executive sessions | 8 |
| Audit Committee | 10 |
| Compensation Committee | 9 |
| Nominating Committee | 4 |
Fixed Compensation
Policy framework: non-employee directors receive cash fees and time-based restricted stock; chairs receive specified annual cash fees and per-committee meeting fees .
| 2024 Director Compensation (USD) | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| Thomas J. McCarvel | $40,400 | $19,988 | $0 | $60,388 |
Compensation structure details:
- Annual cash fee: $30,000 for non-employee directors; Chair of Compensation Committee annual cash fee $32,000; committee meeting fee $400 per meeting; travel stipend discontinued March 2024 .
- Director restricted stock grants: $20,000 annually under 2020 Non-Employee Director Award Plan; rounded down; vests on the one-year anniversary .
Performance Compensation
- Equity awards to directors are time-vesting restricted stock; no stock options and no disclosed performance metrics for director compensation .
- The 2025 Stock Incentive Plan adds performance-based vesting for executive LTIP awards, not director grants (non-employee director grants continue under the 2020 plan) .
| Director Compensation Performance Metrics | Target | Actual | Weight | Notes |
|---|---|---|---|---|
| None disclosed for directors | — | — | — | Director RS grants are time-based; no options granted under 2011 Plan |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Public company boards | Not disclosed in proxy biography |
| Interlocks/relationships | Prior role as COO at Anderson ZurMuehlen & Co., P.C., which served as EBMT’s independent auditor prior to FY2006; Board reviewed related-person transactions and deemed them immaterial to independence |
Expertise & Qualifications
- Management and operations leadership from higher education and prior COO role; entrepreneurial experience in hospitality .
- Board-level experience since 1998; contributes to strategic planning and financial management aspects of the company .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (shares) | 38,417 |
| Shares outstanding (for % calc) | 7,977,177 |
| Ownership as % of outstanding | 0.48% (calculated: 38,417 ÷ 7,977,177) |
| Unvested restricted stock (as of 12/31/2024) | 1,227 shares |
| Hedging/pledging | Hedging and short sales strongly discouraged; pledging/margin accounts prohibited except with pre-approval |
| Director stock ownership guidelines | 5× annual cash retainer; 50% of vested full-value shares retained until guideline met; compliance noted for non-employee director nominees (not specifically disclosed for continuing directors) |
Insider Trades & Section 16 Compliance
| 2024 Section 16 Filings | Status |
|---|---|
| McCarvel | No delinquent filings disclosed; Company notes one late Form 4 by CEO on May 23, 2024; otherwise timely filings for directors/officers/10% holders |
Governance Assessment
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Strengths
- Independent director with deep operating experience; serves as Vice Chair and Chair of Compensation, signaling board trust and engagement .
- Clear committee charters; independent compensation consultant (Meridian) engaged and assessed as independent; committee met 9 times in 2024 .
- Director pay mix balanced (cash + equity), modest absolute levels; annual RS grants time-vest; non-employee director grant cap of $200,000 under 2025 Plan; anti-repricing, clawback provisions in place .
- Robust insider trading policy restricting hedging/pledging; director ownership guidelines align interests .
-
Watch items
- 2024 say-on-pay support at 70.7% indicates investor concerns on executive pay; compensation committee introduced performance-based LTIP for executives and enhanced disclosure—ongoing monitoring warranted .
- Historical tie to former audit firm via prior COO role (pre-2006) represents a legacy interlock; Board reviewed related-person exposures and affirmed independence, but remains an area to keep under periodic review .
- Related-party lending to directors/officers is in ordinary course; aggregate $1.93 million outstanding as of 12/31/2024—terms align with market and policy (directors do not get below-market consumer rates), but continued oversight is advisable .
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Overall
- Governance signals are constructive: independence affirmed, active committee leadership, strong policies (clawback, anti-hedging/pledging), and evolving pay structures to address shareholder feedback .