Kris Pederson
EAGLE BANCORPAbout Kris Pederson
Independent, non-employee director of Eagle Bancorp, Inc. (EGBN) appointed September 8, 2025; currently serving as an at-large director pending committee assignments. The Board determined she is independent under Nasdaq rules. Career includes senior leadership and P&L responsibility across EY, IBM, and PwC, with public-company board experience. Form 8-K states no related-party transactions under Item 404(a) in connection with her appointment.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY | Senior business leadership (managed businesses/global strategies/P&Ls) | Not disclosed | Operating leadership; strategy and P&L responsibility |
| IBM | Senior business leadership (managed businesses/global strategies/P&Ls) | Not disclosed | Operating leadership; strategy and P&L responsibility |
| PwC | Senior leadership (managed businesses/global strategies/P&Ls) | Not disclosed | Operating leadership; strategy and P&L responsibility |
| Great Western Bank | Director | Prior role | Audit Committee; participated in IPO |
| Windward Reports | Director | Prior role | Not disclosed |
| Harvard Business School Alumni Board | Board member | Prior role | Not disclosed |
External Roles
| Organization | Type | Role | Committee/Chair |
|---|---|---|---|
| SOBR Safe (NASDAQ: SOBR) | Public company | Director | Nomination & Governance Chair |
| National Football League Alumni Association | Non-profit/association | Director | Audit Chair |
| NACD Colorado | Association | Board role | Not disclosed |
| NASDAQ Center for Board Governance | Governance institution | Board role | Not disclosed |
Board Governance
- EGBN appointment and independence: appointed Sept 8, 2025; Board determined she is independent under Nasdaq rules; serving at-large until specific committee assignments are made.
- No related-party or Item 404(a) transactions associated with her appointment.
- Committee assignments: pending; none disclosed as of the leadership transition in November 2025.
- Board process context: independent directors hold executive sessions; committee charters and independence standards are maintained (Audit, Compensation, Governance & Nominating, Risk, Technology Oversight).
Fixed Compensation
EGBN standard non-employee director compensation (which Ms. Pederson will receive per appointment 8-K):
- Annual cash retainer (Company and Bank): $45,000.
- Committee chair retainers: Audit $50,000; Compensation $45,000; Governance & Nominating $25,000; Technology Oversight $25,000; Risk $45,000.
- Lead Independent Director retainer: $65,000.
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Company + Bank) | $45,000 | Standard rate for 2024 program; applicable going forward unless changed |
| Committee Chair – Audit | $50,000 | If assigned as chair |
| Committee Chair – Compensation | $45,000 | If assigned as chair |
| Committee Chair – Governance & Nominating | $25,000 | If assigned as chair |
| Committee Chair – Technology Oversight | $25,000 | If assigned as chair |
| Committee Chair – Risk | $45,000 | If assigned as chair |
| Lead Independent Director | $65,000 | If designated |
Per her appointment 8-K, Ms. Pederson “will receive the Company’s standard compensation for non-employee directors,” i.e., the schedule above.
Performance Compensation
- Annual equity: Non-employee directors receive an annual restricted stock award; 2024 grant fair values for incumbent directors were $196,950 each (illustrative of program size).
- Vesting and holding: Awards vest on the first anniversary of grant, followed by a two-year holding period; unvested portions accelerate upon death, disability, or change in control during service.
- Plan limits: Annual director equity under the 2025 Equity Incentive Plan capped at $500,000 grant-date fair value.
| Equity Element | 2024 Program Terms | Notes |
|---|---|---|
| Annual Restricted Stock | $196,950 grant-date fair value (illustrative per director) | 1-year vest + 2-year post-vest hold |
| Acceleration Triggers | Death, disability, change in control (while in service) | Applies to unvested portion |
| Annual Cap – Directors | $500,000 grant-date fair value | Applies under 2025 Equity Plan |
No cash bonus or option programs are used for directors; 2024 director disclosure shows no option awards outstanding.
Other Directorships & Interlocks
| Company/Entity | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| SOBR Safe (NASDAQ: SOBR) | Technology/Safety | Nomination & Governance Chair | Public company directorship; no EGBN-related transactions disclosed |
| NFL Alumni Association | Association | Audit Chair | No EGBN-related transactions disclosed |
| NACD Colorado | Governance | Board role | No EGBN-related transactions disclosed |
| NASDAQ Center for Board Governance | Governance | Board role | No EGBN-related transactions disclosed |
| Great Western Bank (prior) | Banking | Director (Audit Committee) | Historical role; no current EGBN transactions disclosed |
EGBN 8-K affirms no Item 404(a) related-party transactions tied to her appointment.
Expertise & Qualifications
- Operated and managed businesses, global strategies, and P&Ls across EY, IBM, and PwC (operational, technology-led change, and governance exposure).
- Governance leadership: Chair roles in Nomination & Governance and Audit at external boards; prior bank Audit Committee experience (IPO involvement).
- Signals board fit in risk, audit/controls, strategy, and governance design (consistent with EGBN’s committee architecture and independence standards).
Equity Ownership
| Item | Detail |
|---|---|
| Initial Section 16 filing | Form 3 filed with event date 09/08/2025 for EGBN; initial holdings reported (specific share count not retrieved here) |
| Related-party transactions | None required to be disclosed under Item 404(a) tied to appointment |
| Ownership guidelines | Directors must hold 3x annual retainers within 5 years; shares from time-vested RS count; PRSUs/options excluded; all directors were in compliance as of 12/31/2024 (Ms. Pederson has 5 years from start) |
Insider filing compliance context: Company reported no Section 16(a) delinquencies for 2024 for then-serving insiders; Ms. Pederson joined in 2025.
Fixed Compensation (Director Program Detail)
| Component | Policy/Amount | Vesting/Terms |
|---|---|---|
| Annual cash retainer | $45,000 | Company + Bank boards |
| Equity award | Annual restricted stock (e.g., $196,950 per director in 2024) | 1-year vest + 2-year holding period; accelerates on death/disability/CIC |
| Chair fees | Audit $50k; Comp $45k; Gov/Nom $25k; Tech Oversight $25k; Risk $45k | If chair |
| Lead Independent Director | $65,000 | If designated |
| Equity plan limits | $500,000 per director per calendar year | 2025 Equity Plan |
Governance Assessment
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Strengths
- Independence and governance depth: Independent under Nasdaq rules; chairs governance and audit at external boards; prior bank audit committee experience (IPO) — strong board-process and oversight pedigree.
- Alignment mechanisms: Mandatory director stock ownership (3x retainer; 5-year window); annual equity with holding period; hedging prohibited, pledging limited; independent comp consultant used for executive pay (signals governance culture).
- Clean conflicts screen at entry: No Item 404(a) related-party transactions disclosed on appointment.
-
Watch items
- Committee assignment/attendance pending: EGBN has not yet disclosed Ms. Pederson’s committee placements; attendance data will follow in the 2026 proxy cycle.
- Ownership alignment tracking: Form 3 filed; monitor subsequent Forms 4/5 to gauge share accumulation against 3x-retainer guideline over 5 years.
-
Context signals
- Board governance actively evolving (leadership transition with new independent Chair in Nov 2025; bylaws tightened on nominations and meeting procedures in Nov 2025), indicating heightened governance attention.
- Shareholder sentiment on compensation: Say-on-pay support rebounded to 94% at 2024 annual meeting (suggests improved investor confidence in pay governance).
RED FLAGS: None disclosed specific to Ms. Pederson (no related-party ties; independence confirmed). Ongoing monitoring needed for committee placement, meeting attendance, and ownership accumulation to guidelines.