Matthew Brockwell
EAGLE BANCORPAbout Matthew D. Brockwell
Independent director since 2019 (age 63), Brockwell is the former Senior Vice President & Chief Financial Officer of the University of Oklahoma, beginning in December 2021, and previously spent 21 years as a Financial Services Audit Partner at PwC; he holds a B.A. (University of Oklahoma), an MBA (Columbia), and attended the Stonier Graduate School of Banking . He is designated by the Board as an Audit Committee Financial Expert, reflecting deep accounting, risk management, and financial oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Oklahoma | Senior Vice President & Chief Financial Officer (former) | Began Dec 2021; end date not disclosed | Led finance, risk, IT, HR; enterprise oversight |
| PricewaterhouseCoopers LLP (PwC) | Financial Services Audit Partner; CPA | 21 years | Leadership roles in US Financial Services; SEC and private clients; regulatory interactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Independence: Determined independent under Nasdaq Rule 5605(a)(2); Audit, Compensation, and Governance & Nominating committees meet heightened independence standards .
- Committee roles (current and prospective): Current—Governance & Nominating (Chair) and Audit ; Prospective (post-March 18, 2025 recommendation)—Audit (Chair), Governance & Nominating, and Technology Oversight .
- Audit Committee Financial Expert designation: Yes .
- Attendance and engagement: Board met 15 times in 2024; all directors attended at least 75% of Board and committee meetings on which they served .
- Board structure: Lead Independent Director role (held by James A. Soltesz) provides independent oversight; five standing committees (Audit, Compensation, Governance & Nominating, Risk, Technology Oversight) with written charters and executive sessions of independent directors .
- Risk oversight: Risk Committee oversees enterprise risk and approves related-party loans within tolerances; Technology Oversight Committee monitors IT/cyber risks .
Fixed Compensation
| Component | Detail |
|---|---|
| Annual cash retainer (Company and Bank) | $45,000 for non-employee directors |
| Committee chair retainers | Audit $50,000; Compensation $45,000; Governance & Nominating $25,000; Technology Oversight $25,000; Risk $45,000 |
| Brockwell 2024 actual cash | $77,500 |
| Brockwell 2024 stock award (grant-date fair value) | $196,950 |
| Vesting and holding | 2024 restricted stock vests after 1 year; additional 2-year holding period; acceleration upon death/disability/change in control while serving |
| Options/other | No option awards or other compensation in 2024 |
Performance Compensation
- No director performance-based pay disclosed; non-employee directors receive time-vested restricted stock (no SEIP/PRSUs for directors) .
Other Directorships & Interlocks
| Category | Disclosed items |
|---|---|
| Current public company boards | None disclosed for Brockwell |
| Prior public company boards | None disclosed for Brockwell |
| Non-profit/academic boards | Not disclosed for Brockwell |
| Interlocks (comp committee, board overlaps) | None disclosed; committee interlocks section notes no officer/committee interlocks with other companies |
Expertise & Qualifications
- Accounting/Finance, Audit Committee Financial Expert, Risk Management, M&A—explicitly flagged in Board skills matrix .
- CPA background; extensive financial services auditing experience with SEC registrants and regulators .
- Executive leadership across finance, risk, IT, and HR (OU CFO scope) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (Brockwell) | 37,737 shares | |
| Shares outstanding (reference) | 30,369,772 (as of Mar 20, 2025) | |
| Ownership as % of outstanding | ~0.12% (37,737 / 30,369,772) | |
| Unvested restricted stock (as of Dec 31, 2024) | 15,835 shares | |
| Stock ownership guidelines | Directors must hold shares equal to 3x annual retainer; compliance confirmed as of Dec 31, 2024 | |
| Hedging/pledging policy | Company policies prohibit hedging/short sales and limit pledging of Company stock |
Governance Assessment
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Strengths:
- Independent director with deep audit/finance expertise; designated Audit Committee Financial Expert—supports robust financial oversight .
- Chairs Governance & Nominating Committee, indicating leadership in board composition, evaluations, and governance practices; prospective shift to Audit Chair further strengthens audit oversight .
- Attendance threshold met; Board maintains independent leadership, executive sessions, and comprehensive risk/technology oversight charters .
- Director equity grants and ownership guidelines drive alignment; all directors in compliance as of year-end 2024 .
-
Potential risks/RED FLAGS:
- Related-party transactions policy notes certain director/officer shares may be subject to margin security interests at third-party firms (potential pledging), though the Company broadly prohibits hedging/short sales and limits pledging; no Brockwell-specific pledging disclosed .
- No specific related-party transactions disclosed for Brockwell; lending to directors is permitted within risk tolerances and subject to Risk Committee and Regulation O oversight, which mitigates conflict risk .
-
Director compensation mix and investor confidence:
- 2024 pay comprised cash retainer plus time-vested restricted stock with post-vest holding, reinforcing long-term alignment without performance metrics for directors .
- Clear committee chair retainer schedule; Brockwell’s actual cash and equity levels consistent with chair responsibilities and standard program design .
-
Independence and engagement signals:
- Independence affirmed; Audit/Comp/G&N committees meet heightened independence standards; skills matrix highlights direct alignment with board needs (audit/risk/M&A) .
Overall, Brockwell’s audit and governance leadership, combined with strong alignment policies and committee independence, are positives for board effectiveness and investor confidence. No Brockwell-specific conflicts or related-party exposure were disclosed in the latest proxy .