Evelyn Lee
Executive Vice President and Chief Commercial & Industrial Lending Officer at 
EAGLE BANCORP
EAGLE BANCORPExecutive
About Evelyn Lee
Evelyn K. Lee (age 46) is Executive Vice President of Eagle Bancorp, Inc. and Chief Commercial & Industrial (C&I) Lending Officer of EagleBank. She joined in September 2024 after serving as Truist’s Greater Washington & Maryland regional president and 20 years at SunTrust leading senior housing lending; she graduated magna cum laude from William & Mary . Company context for 2024: reported a GAAP net loss of $47.0M due to a $104.2M goodwill impairment; operating net income was $57.1M, operating ROAA 0.46%, and deposits rose $323M; pay practices received 94% say‑on‑pay support in 2024 . The long-term incentive plan emphasizes relative TSR and adjusted EPS growth versus the KBW Regional Bank Index (KRX), with threshold at median and target at the 62.5th percentile .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Truist Financial Corporation | EVP & Regional President, Greater Washington & Maryland | 2019–2024 (from Dec 2019 through the BB&T–SunTrust merger culmination) | Senior leader directing corporate and commercial businesses across the market |
| SunTrust Banks, Inc. | Head of Senior Housing, Wholesale Banking Practice | ~20 years prior to 2019 | Built and led a national team covering senior living and skilled nursing sectors |
| Eagle Bancorp/EagleBank | EVP; Chief C&I Lending Officer | Joined Sept 2024 | Responsible for C&I lending production and portfolio management, a strategic growth area |
External Roles
| Organization | Role | Status/Years |
|---|---|---|
| Goodwill of Greater Washington | Board Member | Current |
| United Way of the National Capital Area | Board Member | Current |
| Ingenuity Prep | Board Member | Current |
| Metropolitan Police Foundation | Board Member | Current |
| JK Community Farms | Board Member | Current |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary (earned in 2024) | $116,453 | Partial year due to Sept 2024 start |
| Base Salary (annualized per employment terms) | $451,907 | Annualized figure referenced in CD&A |
| Cash Bonus (sign‑on/other) | $250,000 | Reported in 2024 Summary Compensation Table |
| All Other Compensation | $4,237 (auto $3,231; insurance $1,006) | Perquisites breakdown |
Performance Compensation
| Plan/Grant | Metric | Weighting/Targets | Actual/Payout | Vesting |
|---|---|---|---|---|
| SEIP (Annual Incentive) – 2024 | Adjusted Net Income; Average Loan Growth; Average Core Deposit Growth; Efficiency; Net Interest Margin | CEO metrics weighted 30%/15%/20%/15%/20%; other NEOs varied by role; threshold 85% of target; max 115% | Not funded in 2024; no payout (adjusted net income below 85% threshold) | N/A (Ms. Lee not eligible in 2024; eligible from 2025) |
| Oct 15, 2024 Restricted Stock Award (RSA) | Time‑based | N/A | Grant date fair value $500,000 ; number of shares outstanding/unvested at year end: 20,483 | Vests in three equal annual installments on each Oct 15 (2025–2027) |
| Feb 2025 LTIP for 2024 service – PRSUs | Relative TSR vs KRX (50%); Adjusted EPS Growth vs KRX (50%) | Threshold: median; target: 62.5th percentile; max: 75th percentile; payout range 50–150% of target; cap at target if absolute TSR or adjusted EPS growth is negative | Not yet measured | Cliff vests after 3‑year period ending Dec 31, 2027 |
| Feb 2025 LTIP for 2024 service – Time‑Vested RS & Options | Time‑vested | RS: 40% of LTIP value; options also granted | RS shares: 1,191; options: 3,227; PRSUs target: 3,573; total LTIP grant value $119,207 (blended valuation methods) | RS and options vest ratably over 3 years starting first anniversary of grant |
Equity Ownership & Alignment
| Item | As of Date | Amount/Detail |
|---|---|---|
| Total Beneficial Ownership (includes time‑vested unvested RS) | Mar 20, 2025 | 21,674 shares |
| Shares Outstanding | Mar 20, 2025 | 30,369,772 |
| Ownership as % of Shares Outstanding | Mar 20, 2025 | ~0.071% (21,674 ÷ 30,369,772) |
| Unvested Restricted Stock | Dec 31, 2024 | 20,483 shares (market value $529,895 at $25.87) |
| Options (exercisable/unexercisable) | Dec 31, 2024 | None outstanding at year‑end 2024 |
| Pledging/Hedging | Policy | Hedging prohibited; pledging limited (≤50% of shares and ≤25% of net worth) |
| Ownership Guidelines | Policy | Executives must hold stock equal to 2× base salary (CEO 3×); 5 years to reach compliance; all required persons in compliance at Dec 31, 2024 |
| Insider Transactions (selling pressure) | Oct 15, 2025 | 2,141 shares withheld to cover taxes on RSA vesting; beneficial shares after transaction: 19,533; code “F” (tax withholding) – not open‑market selling |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment & Eligibility | Joined Sept 2024; eligible for SEIP beginning 2025 |
| Base Salary | $451,907 (annualized per employment terms) |
| Equity | Oct 15, 2024 RSA ($500,000 grant value) vesting over 3 years ; ongoing equity eligibility per Compensation Committee discretion |
| Severance (non‑CIC) | 12 months of salary at highest rate in prior 12 months + cash bonuses paid in prior 12 months; paid in equal monthly installments after release becomes irrevocable |
| Change‑in‑Control (double‑trigger) | Lump sum 1.99× (salary at highest rate in prior 12 months + cash bonuses paid in prior 12 months), plus health/life insurance plans participation for 3 years following CIC if terminated without cause within 120 days prior to/in conjunction with, or within 12 months after CIC, or resigns for good reason within 12 months after CIC |
| Equity Treatment on CIC | Time‑vested awards accelerate; PRSUs vest at greater of target or actual performance at CIC (or based on plan terms if not assumed), consistent with LTIP provisions |
| Restrictive Covenants | Non‑compete and non‑solicit during employment and for 12 months post‑termination |
| Clawback | Company clawback policy covering erroneously awarded incentive compensation per SEC/Nasdaq rules; Sarbanes‑Oxley Section 304 references |
| Tax Gross‑Ups | None; Company states no excise tax gross‑ups and no guaranteed bonuses |
Compensation Structure Analysis
- Mix shifts toward equity: 2024 sign‑on RSA ($500k) with multi‑year vesting created retention alignment, followed by 2025 LTIP with 60% PRSUs and 40% time‑vested RS plus options, reinforcing pay‑for‑performance versus KRX peer metrics .
- Annual incentive rigor: 2024 SEIP did not fund (adjusted net income below 85% threshold), demonstrating formulaic discipline and no discretionary override .
- Governance and risk controls: Strong clawback policy, hedging prohibition, limited pledging, explicit double‑trigger CIC provisions, and independent compensation consulting by Aon .
Director Governance (not a director)
Evelyn Lee is an executive officer and not a director; board committees and director compensation are not applicable to her .
Say‑on‑Pay & Peer Group
- 2024 say‑on‑pay approval: 94% support, up from 57% in 2023, reflecting investor support for program changes .
- Compensation peer group: 22 public banks chosen by asset size, market cap, loan mix, and market characteristics (e.g., Amerant Bancorp, Atlantic Union, OceanFirst, Pacific Premier, United Bankshares, WSFS) .
Investment Implications
- Alignment: Multi‑year equity (RSA and PRSUs) and ownership guidelines create “skin‑in‑the‑game,” with hedging prohibited and pledging constrained; no gross‑ups reduce shareholder‑unfriendly optics .
- Retention risk: Moderate near‑term as 2024 RSA and 2025 RS/options vest annually plus PRSUs cliff in 2027; CIC protection (1.99× plus benefits) is competitive without excess .
- Performance sensitivity: PRSUs hinge on relative TSR and adjusted EPS growth vs KRX, capping payouts if absolute TSR or growth is negative—creating downside protection for shareholders .
- Trading signals: Expect routine tax‑withholding Form 4s around Oct 15 each year as tranches vest (e.g., 2,141 shares withheld at vest on 10/15/2025), not indicative of discretionary selling pressure .