Leslie Ludwig
EAGLE BANCORPAbout A. Leslie Ludwig
A. Leslie Ludwig, 63, is an independent director of Eagle Bancorp, Inc. (EGBN) since 2019 and has served on the Bank Board since 2017. She co-founded L&L Advisors, a commercial real estate consulting firm, and is a retired Partner and Chairperson of the Management Committee at JBG Smith (formerly The JBG Companies), where she oversaw Finance, Accounting, HR, Investor Relations, Insurance, and Marketing; she launched a women’s initiative at JBG in 2012. Ludwig holds a B.A. from Frostburg State University and currently chairs EGBN’s Compensation Committee and serves on the Risk Committee, with prospective appointments to Governance & Nominating and Asset Quality per the March 18, 2025 recommendation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JBG Smith (formerly The JBG Companies) | Partner; Chairperson of the Management Committee | Not disclosed | Oversaw Finance, Accounting, HR, IR, Insurance, Marketing; launched women’s initiative in 2012 |
| L&L Advisors | Co-founder | Not disclosed | Commercial real estate consulting leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frostburg State University Foundation | Board Member | Not disclosed | Not disclosed |
| CREW (Commercial Real Estate Women) | Former member; Advisory Board roles | Not disclosed | Prior service on CREW Advisory Board |
| National Multifamily Housing Corporation | Investment Advisory Committee (former) | Not disclosed | Not disclosed |
| Virginia Tech Real Estate Industry Advisory Board | Advisory Board (former) | Not disclosed | Not disclosed |
Board Governance
- Current committees: Compensation (Chair), Risk; Prospective committees: Governance & Nominating, Asset Quality. Independent under Nasdaq Rule 5605(a)(2). Lead Independent Director is James A. Soltesz. Independent directors meet in regular executive sessions.
- Board met 15 times in 2024; all directors attended at least 75% of Board and committee meetings on which they served. Directors are encouraged to attend the Annual Meeting; seven of eight directors up for reelection participated in May 2024.
| Committee | 2024 Meetings | Notes |
|---|---|---|
| Audit | 11 | Audit Committee Financial Expert designated (Brockwell); oversight of disclosures and auditors |
| Compensation | 4 | Ludwig is Chair; oversees exec compensation, succession, and CD&A |
| Governance & Nominating | 2 | Board evaluations, director selection |
| Risk | 4 | Enterprise risk oversight; AQC sub-committee |
| Technology Oversight | 8 | IT risk, cybersecurity oversight |
Fixed Compensation
| Component (Non-Employee Directors) | Amount (USD) | Structure |
|---|---|---|
| Annual Cash Retainer – Company & Bank | $45,000 | Flat retainer |
| Committee Chair Retainer – Audit | $50,000 | Annual |
| Committee Chair Retainer – Compensation | $45,000 | Annual |
| Committee Chair Retainer – Risk | $45,000 | Annual |
| Committee Chair Retainer – Governance & Nominating | $25,000 | Annual |
| Committee Chair Retainer – Technology Oversight | $25,000 | Annual |
| Lead Independent Director Retainer | $65,000 | Annual |
| Leslie Ludwig – 2024 Director Pay | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $97,500 |
| Stock Awards (Grant Date Fair Value) | $196,950 |
| Option Awards | $0 (no director options outstanding at 12/31/24) |
| All Other Compensation | $0 |
| Total | $294,450 |
Performance Compensation
Directors receive annual restricted stock awards; awards vest on the first anniversary with a required two-year post-vest holding period. Unvested portions accelerate upon death/disability or change in control while in service; no performance-conditioned equity is granted to directors.
| Equity Detail (Directors, 2024) | Value/Count |
|---|---|
| Ludwig – 2024 Stock Award (Grant Date FV) | $196,950 |
| Ludwig – 2024 Stock Award Shares | 9,892 shares |
| Ludwig – Unvested Restricted Stock at 12/31/24 | 15,835 shares |
| Vesting/Holding | 1-year vest; 2-year post-vest holding; accel on death/disability/CIC |
Other Directorships & Interlocks
| Company | Public Company? | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy does not list any other public company directorships for Ludwig |
Expertise & Qualifications
- Senior leadership across finance, accounting, HR, IR, and marketing; deep commercial real estate expertise.
- Committee leadership (Compensation Chair; Risk member) with governance and pay design experience; proxy’s skills matrix indicates broad competencies across core areas (e.g., compensation, risk, CRE).
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Beneficial Ownership (as of 3/20/2025) | 51,205 shares; includes 250 shares in IRA and 5,000 shares held in trust |
| Shares Outstanding (as of 3/20/2025) | 30,369,772 shares |
| Ownership as % of Shares Outstanding | ~0.17% (51,205 / 30,369,772) |
| Unvested Restricted Stock (12/31/2024) | 15,835 shares |
| Options (vested/unvested) | None outstanding at 12/31/2024 |
| Stock Ownership Guideline | Directors: 3× annual retainer; all directors in compliance at 12/31/2024 |
| Hedging/Pledging Policy | Hedging prohibited; pledging limited (≤50% of shares; ≤25% of net worth) |
| Margin Credit Note | Some director/executive shares may be subject to margin security interests per firm policies (generic disclosure) |
Insider Trades
| Date (Filed) | Transaction Date | Action | Notes |
|---|---|---|---|
| Jan 7, 2025 | Nov 27, 2024 | Form 4 – transfer | Transfer of shares previously held directly to a revocable trust; no consideration reported (beneficial ownership includes 5,000 shares held in trust) |
Related Party Transactions & Potential Conflicts
- The Bank engages in ordinary-course loans/deposits with directors and related parties on market terms; all such loans are performing and none are nonaccrual/past due/restructured/substandard. Oversight: Risk Committee reviews/approves related-party loans and vendor transactions; Audit Committee reviews all related-party activity.
- No Ludwig-specific related-party transactions are disclosed beyond the trust transfer noted above.
- Policies prohibit hedging and limit pledging; ownership guidelines require 3× retainer, with compliance reported. These mitigate alignment/pledging concerns.
Compensation Committee Analysis (Ludwig as Chair)
- Committee responsibilities: determines NEO pay, approves incentive programs (SEIP, LTIP), oversees succession, leadership development, retention, and CD&A; uses Aon Human Capital Solutions (independent advisor) with no conflicts identified.
- 2024 actions and outcomes: No SEIP payouts as adjusted net income was <85% of target; LTI mix shifted to 60% PRSUs / 40% time-vested RS to reinforce pay-for-performance; 2022 PRSUs paid out at 0%.
- Proxy peer group: 22 regional banks (assets ~$7–30B) used to benchmark compensation and practices.
- Say-on-Pay: 94% support in 2024 (vs. 57% in 2023), indicating positive reception to program changes.
- Interlocks: None; no insider participation; no tax gross-ups.
Governance Assessment
-
Strengths
- Independent director with deep commercial real estate and finance/operator background; chairs Compensation and serves on Risk, aligning expertise with core oversight needs.
- Clear alignment: material personal share ownership; director equity in time-vested stock with mandatory post-vest holding; compliance with robust ownership guidelines; hedging prohibited and pledging limited.
- Pay-for-performance discipline under Ludwig’s Compensation Committee leadership: no SEIP payout in 2024; higher PRSU weighting; 2022 PRSUs forfeited; strengthened shareholder support (94%).
- Related-party oversight strong (Risk and Audit Committees); loans on market terms and performing; structured approval and monitoring.
-
Watch items
- CRE concentration and asset quality trends warrant vigilant Risk oversight: non-performing assets-to-assets rose to 1.90% in 2024; net charge-offs increased to 0.48%—Ludwig’s Risk Committee role is consequential to investor confidence.
- Margin credit disclosure for director/executive accounts suggests monitoring of any pledging/security interests, even within policy limits.
-
Attendance and engagement
- Board met 15 times in 2024; ≥75% attendance for all directors; annual meeting participation policy and practice noted.
Overall signal: Governance practices and compensation oversight under Ludwig indicate strengthening alignment and discipline; continued close monitoring of risk/credit metrics and any related-party exposures remains prudent for investors.