James Soltesz
EAGLE BANCORPAbout James A. Soltesz
Independent director of Eagle Bancorp, Inc. since 2019; Bank director since 2007. Age 70. CEO of Soltesz, Inc., an engineering and consulting firm, since 2000. Lead Independent Director of Eagle Bancorp’s Board since 2021. Education: MBA (University of Cincinnati), MS Civil Engineering (Georgia Tech), BS Civil Engineering (Purdue).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Soltesz, Inc. | Chief Executive Officer | Since 2000 | CEO of engineering/consulting firm |
| Montgomery County Executive Business Advisory Board | Chair | — | Chaired county executive advisory board |
| Georgetown Preparatory School | Board of Trustees | — | Trustee |
| Mater Dei School | Board of Trustees | — | Trustee |
| Maryland-National Capital Area Building Industry Association | Life Director | — | Life Director |
| Catholic Charities Foundation | Director | — | Board role |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Montgomery County Economic Development Corporation | Director | No | Local economic development board |
| Georgetown Preparatory School | Trustee (prior) | No | Educational institution board |
| Mater Dei School | Trustee (prior) | No | Educational institution board |
| Maryland-National Capital Area Building Industry Association | Life Director (prior) | No | Industry association |
| Catholic Charities Foundation | Director (prior) | No | Non-profit foundation |
Board Governance
- Independence: Determined independent under Nasdaq Rule 5605(a)(2); audit/comp/governance committee independence affirmed for members. The Board considered ordinary-course loan/deposit relationships and related-party arrangements in making independence determinations.
- Lead Independent Director: Serves as independent sounding board; presides over executive sessions; approves agendas/materials for independent director meetings; available for major shareholder consultation. Role held by Soltesz since 2021.
- Committee memberships (2024): Compensation, Governance & Nominating, and Risk. Prospective membership: Compensation and Asset Quality.
- Board/Committee activity: Board met 15 times in 2024; all directors attended at least 75% of Board and committee meetings on which they served.
- Executive sessions: Regular executive sessions of independent directors.
| Committee | 2024 Membership | Chair? | 2024 Meetings |
|---|---|---|---|
| Compensation | Member | No | 4 |
| Governance & Nominating | Member | No | 2 |
| Risk | Member | No | 4 |
| Asset Quality | Prospective member (2025) | No | — |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer – Company and Bank | $45,000 | Non-employee directors |
| Annual Lead Independent Director Retainer | $65,000 | Applies to Soltesz |
| Fees Earned or Paid in Cash (2024) | $120,500 | Actual cash compensation in 2024 |
| All Other Compensation (2024) | $2,858 | Long-term care insurance premium |
Performance Compensation
| Equity Award Type | Grant (2024) | Fair Value | Vesting | Holding/Acceleration |
|---|---|---|---|---|
| Restricted Stock (annual) | 9,892 shares | $196,950 | Vests on 1st anniversary of grant | 2-year post-vest holding; accelerates upon death/disability/change in control while in service |
| Options | None outstanding at 12/31/24 | — | — | — |
Other Directorships & Interlocks
- No current public company directorships disclosed. External roles are with local economic development, educational, industry association, and charitable organizations.
- Compensation Committee interlocks: None; no officers serving on other companies’ boards/comp committees in a manner that creates interlocks.
Expertise & Qualifications
- Technical and operating expertise: Civil engineering and MBA; CEO experience in engineering/consulting.
- Banking governance experience: Bank director since 2007; Lead Independent Director since 2021, indicating governance leadership and shareholder engagement responsibilities.
- Committee expertise: Service on Compensation, Governance & Nominating, and Risk committees aligns with oversight of pay, governance, and enterprise risk.
Equity Ownership
| Metric | Amount | Source/Notes |
|---|---|---|
| Beneficial ownership (shares) | 55,543 | Includes unvested time-vested restricted stock |
| Unvested restricted stock (12/31/24) | 15,835 | Aggregate unvested RS as of 12/31/24 |
| Vested shares (calc.) | 39,708 | Calculated: 55,543 minus 15,835 |
| Ownership as % of shares outstanding (calc.) | ~0.18% | Calculated from 55,543 owned and 30,369,772 outstanding |
| Hedging/pledging policy | Prohibits hedging/short sales; limits pledging of Company stock. | |
| Director ownership guidelines | Directors must own ≥3× annual retainers; all directors/officers in compliance as of 12/31/24. |
Board Governance Signals
- Pay-for-performance culture: Independent directors compensated via cash retainer and time-based equity with holding requirements; no options outstanding for non-employee directors at year-end 2024.
- Shareholder responsiveness: 2024 say‑on‑pay approval at 94% (vs. 57% in 2023), suggesting improved investor confidence in compensation governance.
- Risk oversight: Active risk governance via Risk Committee and Asset Quality Sub-Committee; regular reviews of loan portfolio quality and allowance for credit losses.
Related Party Exposure and Potential Conflicts
- Ordinary-course transactions: The Bank has and expects ordinary-course banking transactions (loans, deposits) with directors and related parties; all related party loans are performing, on market terms, and none are nonaccrual/past due/restructured/substandard.
- Governance controls: Related party transactions reviewed/approved by Board committees (Risk for loans/vendors; Compensation for related-party compensation), with reporting to Audit Committee and Board.
- Independence consideration: The Board specifically considered loan/deposit relationships and disclosed related-party arrangements in concluding independence for directors (including Soltesz).
- RED FLAGS to monitor: General footnote notes some director/officer shares held in margin accounts may be subject to security interests; Company policy limits pledging. No specific pledging disclosure for Soltesz.
Director Compensation Mix (2024)
| Component | Amount | Mix |
|---|---|---|
| Cash (fees earned) | $120,500 | ~38% (calc. vs. total $320,308) |
| Equity (restricted stock fair value) | $196,950 | ~61% (calc.) |
| All Other Compensation | $2,858 | ~1% (calc.) |
| Total | $320,308 | 100% |
Governance Assessment
- Strengths: Independent status; Lead Independent Director responsibilities enhance board effectiveness and shareholder engagement; active service on Compensation, Governance & Nominating, and Risk supports robust oversight; equity holding and director ownership guidelines align interests; attendance thresholds met.
- Alignment: Meaningful beneficial ownership with additional unvested restricted shares and post-vest holding requirements; prohibited hedging and limited pledging policies reinforce alignment.
- Risks/Conflicts: Ordinary-course related party transactions exist at the bank level but are governed by stringent policies and committee oversight; no specific adverse related-party exposure disclosed for Soltesz. Margin-based security interests may exist at third-party firms in general, but no individual pledging disclosure—monitor for any future pledging or vendor relationships tied to Soltesz, Inc.
- Overall: Governance profile is supportive of investor confidence given independence, leadership role, committee engagement, and alignment mechanisms; continue monitoring related-party oversight and any changes in committee assignments (prospective Asset Quality membership) for credit risk governance impact.