Benjamin Soto
EAGLE BANCORPAbout Benjamin Soto
Benjamin M. Soto (age 56) is an independent director of Eagle Bancorp, Inc. and EagleBank, currently serving on the Company board since 2019 and on the Bank board since 2006. He is a real estate transactions attorney and principal of Premium Title & Escrow, LLC (DC/MD/VA closings) and owner of Paramount Development, LLC (commercial buildings and hotels in Washington, D.C.). He holds a B.S. in Finance & Administration from American University and a J.D. from Washington College of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Bar Association | Board Member (former) | Not disclosed | Not disclosed |
| DC Sports and Entertainment Commission | Board Member (former) | Not disclosed | Not disclosed |
| DC Board of Real Property Assessment and Appeals | Vice-Chair (former) | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DC Chamber of Commerce | Board Director | Not disclosed | Not disclosed |
| DC Public Education Fund | Board Director | Not disclosed | Not disclosed |
| National Foundation for Affordable Housing Solutions | Board Director | Not disclosed | Not disclosed |
| Other public company boards | None disclosed | — | — |
Board Governance
- Independence: The Governance & Nominating Committee determined all directors except the CEO (Susan Riel) are independent under Nasdaq Rule 5605(a)(2); committee members meet heightened independence standards under Nasdaq 5605(c)(2)(A) and 5605(d)(2)(A). Independent directors meet in executive sessions .
- Committee assignments:
- Current: Compensation; Technology Oversight .
- Prospective (recommended 3/18/2025): Asset Quality (Chair); Compensation; Risk .
- Meeting cadence and attendance:
- Board met 15 times in 2024; all directors attended at least 75% of Board and committee meetings served .
- 2024 committee meetings: Audit (11), Compensation (4), Governance & Nominating (2), Risk (4), Technology Oversight (8) .
- Lead Independent Director: James A. Soltesz (since 2021) with responsibilities including presiding over executive sessions and being available to major shareholders .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer – Company and Bank | $45,000 | Non-employee directors; employees receive no additional cash compensation |
| Committee chair retainers | Audit $50,000; Compensation $45,000; Governance & Nominating $25,000; Technology Oversight $25,000; Risk $45,000 | Chair-only |
| Lead Independent Director retainer | $65,000 | Lead Independent Director only |
| Meeting fees | None | Not disclosed; not in schedule |
| Other | Long-term care insurance premiums | Provided to non-employee directors |
| 2024 Director Compensation (Soto) | Amount | Detail |
|---|---|---|
| Fees earned or paid in cash | $51,000 | 2024 actual |
| Stock awards (grant date fair value) | $196,950 | Restricted stock; ASC 718 valuation |
| Option awards | $0 | No option awards outstanding |
| All other compensation | $1,433 | Long-term care insurance |
| Total | $249,383 | Sum of above |
Performance Compensation
| Feature | Detail | Terms |
|---|---|---|
| Annual equity grant | Restricted stock | 2024 awards vest on first anniversary and require an additional 2-year holding period post-vesting; acceleration upon death, disability, or change in control while serving |
| 2024 grant shares (February 2024) | 9,892 | Soto’s award; part of annual director grant |
| Unvested restricted stock at 12/31/2024 | 15,835 | Soto; includes February 2024 awards |
| Options outstanding | None | For non-employee directors at 12/31/2024 |
No performance-conditioned equity (e.g., PSUs) or option awards are disclosed for non-employee directors in 2024; director equity is time-based restricted stock .
Other Directorships & Interlocks
| Company/Entity | Type | Interlock/Conflict Assessment |
|---|---|---|
| Premium Title & Escrow, LLC | Private; title services | Potential vendor/deposit/loan relationships would be subject to Related Party Transactions Policy and Regulation O oversight; none specific disclosed |
| Paramount Development, LLC | Private; real estate development | Potential borrower/depositor relationships subject to Risk Committee approval and ordinary-course terms; none specific disclosed |
| Public company boards | None disclosed | Reduces cross-company interlock risk |
Expertise & Qualifications
- Legal and commercial real estate expertise with principal roles in title services and development; finance background (B.S.) and law degree (J.D.) .
- The Company’s skills matrix identifies Soto as contributing across multiple areas (e.g., commercial real estate, compensation, risk management, information technology) to the Board’s collective capabilities .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 51,571 | Includes 2,050 shares held jointly with spouse |
| Shares outstanding (denominator) | 30,369,772 | As of March 20, 2025 |
| Ownership (%) | ~0.17% | Computed from cited values (51,571 / 30,369,772) |
| Unvested time-vested restricted shares included in ownership | Yes | Unvested time-vested restricted stock counts toward ownership guidelines; PRSUs and unexercised options do not |
| Pledging/hedging | None pledged; hedging prohibited | Table notes none pledged; policies prohibit hedging and short sales and limit pledging |
| Ownership guidelines | Directors: 3× annual retainer | Compliance by all directors as of 12/31/2024 |
Governance Assessment
- Committee leadership signal: Prospective appointment to chair the Asset Quality Sub-Committee (AQC) indicates deeper oversight of credit quality and loan portfolio risk—a critical area for investor confidence in regional banks .
- Compensation governance: Active member of the Compensation Committee alongside an independent consultant (Aon); no interlocks or insider participation; reinforces pay governance rigor .
- Attendance and engagement: Board met 15 times in 2024; all directors met the 75% attendance threshold; committee activity robust across audit, risk, and technology, supporting oversight breadth .
- Independence and executive sessions: Independent under Nasdaq rules; regular executive sessions of independent directors provide oversight balance to management leadership .
- Director pay mix and alignment: Majority of director compensation in equity via time-based restricted stock with mandatory post-vest holding period improves alignment; absence of options reduces risk of repricing or leverage .
- Ownership alignment: Holds 51,571 shares with no pledged shares; all directors in compliance with ownership guidelines (3× retainer), and hedging is prohibited—positive alignment signals .
- Related-party exposure: Company discloses ordinary-course loans/deposits with directors and related parties on market terms; Risk Committee and Audit Committee oversee approvals and monitoring in line with Regulation O—no Soto-specific transactions disclosed, but his real estate businesses warrant continued monitoring for any vendor/borrower relationships .
- Shareholder sentiment: Say-on-pay support improved to 94% in 2024, suggesting broader governance and pay reforms have been received positively—contextual tailwind for board credibility .
RED FLAGS to monitor: Any lending or fee-based relationships with Soto-controlled entities (Premium Title & Escrow; Paramount Development) moving beyond ordinary-course terms; any future pledging activity; material declines in Asset Quality metrics during Soto’s chair tenure would be scrutinized given his oversight role .