Paul Saltzman
EAGLE BANCORPAbout Paul Saltzman
Paul Saltzman (age 64) is Executive Vice President and Chief Legal Officer (CLO) of Eagle Bancorp and EagleBank, responsible for the Ethics Office and all legal and litigation matters; he joined in January 2020 after senior roles at White & Case (Partner), Deutsche Bank (Vice Chairman; led capital stress testing, regulatory remediation, and the Americas payments/transaction banking business), and The Clearing House Association/Payments Company (President of the Association and General Counsel of the Payments Company) . He holds a B.A. from Clark University (Phi Beta Kappa) and a J.D. from Boston University School of Law . Company performance during his tenure has been mixed: net income declined from $176.7M in 2021 to a loss of $47.0M in 2024 (driven by a $104.2M goodwill impairment), and TSR fell to a $66 value for an initial $100 investment in 2024 (vs $126 in 2021) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deutsche Bank | Vice Chairman; led Americas payments/transaction banking; capital stress testing and regulatory remediation | 2015–2018 (prior to EGBN) | Led remediation and regulatory programs; scaled transaction banking in Americas |
| The Clearing House Association (now BPI) | President (Association) | 2010–2015 | Led industry lobbying during Dodd‑Frank implementation |
| The Clearing House Payments Company | General Counsel | 2010–2015 | Oversaw legal matters for the U.S. payments infrastructure operator |
| White & Case | Partner, Banking & Financial Institutions Advisory | Recent prior to 2020 | Advised financial institutions on regulatory and strategic matters |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Clearing House Association (now BPI) | President | 2010–2015 | Trade association leadership; public policy interface |
| The Clearing House Payments Company | General Counsel | 2010–2015 | Oversight of national payments infrastructure legal matters |
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base salary | $419,247 annually; cannot be decreased (except uniform reductions for senior executives) | 2023 10‑K |
| Car allowance | $9,000 per year | 2023 10‑K |
| Housing allowance | Up to $2,246.83/month for up to 24 months (max $53,924), with tax gross‑up treatment via imputed income/withholding; documentation required | 2023 10‑K |
| Cell phone reimbursement | $100 per month | 2023 10‑K |
| Life insurance premium reimbursement | Reimburses premiums if he obtains a policy up to $750,000 benefit | 2023 10‑K |
| Benefits | Eligible for plans available to similarly‑situated officers | 2023 10‑K |
Performance Compensation
| Incentive Element | Metric/Structure | Target/Weighting | Payout/Vesting | Source |
|---|---|---|---|---|
| Annual incentive (cash) | Not specifically disclosed for CLO; CoC formula references the most recent 12 months of cash bonus paid (if any) | Not disclosed | Not disclosed | 2023 10‑K |
| Equity awards | Company LTIP for executive officers emphasizes 60% PRSUs (3‑yr relative TSR and adjusted EPS growth vs KRX) and 40% time‑vested stock (for 2025 grants in respect of 2024 service) | TSR 50%; Adjusted EPS Growth 50% (threshold=median; target=62.5th pct; max=75th pct) | PRSUs vest at 50–150% of target after 3 years; time‑vested stock vests ratably over 3 years; payouts capped at target if absolute TSR/EPS growth is negative | 2025 Proxy |
Note: In 2024, the company’s SEIP did not fund due to adjusted net income <85% of target; NEO cash bonuses were zero, reinforcing pay‑for‑performance; the LTIP mix shifted more toward performance‑based equity (60% PRSUs) .
Equity Ownership & Alignment
- Stock ownership guidelines: Executive officers must hold Company stock equal to 2x base salary; five years allowed to meet requirement; as of 12/31/24, all executive officers and directors required to be in compliance were in compliance .
- Hedging/pledging policy: Hedging prohibited; pledging limited to ≤50% of shares and ≤25% of net worth .
- Clawback: Dodd‑Frank/Nasdaq‑compliant clawback policy applies to current and former executive officers for the three completed fiscal years preceding any required accounting restatement .
Reported Holdings and Instruments
| Instrument | Amount/Terms | Vesting/Exercisability | Expiration | Source |
|---|---|---|---|---|
| Stock options (initial Form 3) | 2,500 options at $47.95 | Tranches exercisable 1/6/2021 (833), 1/6/2022 (833), 1/6/2023 (834) | 1/06/2031 | SEC Form 3 |
We did not locate individual Form 4 transactions for Mr. Saltzman in the filings searched; only the initial Form 3 and contract exhibits were identified .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Start date at EGBN | January 2020 (joined as CLO) | 2025 Proxy |
| Duties/Reporting | CLO; reports to CEO; full‑time effort; compliance with policies including stock ownership, trading, hedging/pledging and clawback | 2023 10‑K |
| Non‑compete / Non‑solicit | In effect during employment and for 12 months post‑termination | 2023 10‑K |
| Termination without cause (non‑CoC) | Lump sum equal to 12x total monthly premiums (employee + employer portions) for health, dental, vision; subject to release; paid within 60 days | 2023 10‑K |
| Change‑of‑Control (double‑trigger) | If terminated without cause within 120 days prior to/in conjunction with or within 12 months after CoC, or resigns for “good reason” within 12 months: lump sum = 0.99x (highest annual salary in prior 12 months + annual cash bonuses paid in most recent 12 months) + 36x total monthly health/dental/vision premiums; paid within 60 days; 280G cutback applies if beneficial | 2023 10‑K |
| Confidentiality/Cooperation/Nondisparagement | Included | 2023 10‑K |
Company Performance Snapshot (during tenure)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Net Income (USD millions) | 176.7 | 140.9 | 100.5 | (47.0) |
| Diluted EPS (USD) | 5.52 | 4.39 | 3.31 | (1.56) |
| TSR – value of $100 investment | $126 | $98 | $72 | $66 |
2024 loss driven by a $104.2M goodwill impairment; operating net income (non‑GAAP) was $57.1M, with 0.46% operating ROAA and a 55.23% operating efficiency ratio; deposits rose $323M YoY while nonperforming assets rose (1.90% of assets) .
Investment Implications
- Alignment and incentives: The company’s executive program has moved toward performance‑based equity (60% PRSUs) tied to relative TSR and adjusted EPS growth vs. KRX; SEIP paid zero for 2024, signaling tighter pay‑for‑performance discipline that should limit windfalls absent results .
- Retention risk vs. cost: Mr. Saltzman’s non‑CoC severance is limited (healthcare premium multiple only), and CoC economics are comparatively modest at 0.99x salary+bonus plus healthcare; this structure lowers shareholder severance risk and suggests fewer “golden handcuffs,” which can modestly increase turnover risk but reduces potential exit costs .
- Trading signals and overhang: Disclosed equity for the CLO consists of 2,500 options struck at $47.95 (2031 expiry); with no located Form 4 activity, visible selling pressure indicators are limited from disclosed awards; company‑wide, hedging is prohibited and pledging tightly limited, reducing governance overhang risk .
- Governance safeguards: Robust clawback policy, ownership guidelines (executives at 2x salary; in compliance as of 12/31/24), and double‑trigger CoC across programs support shareholder alignment and mitigate adverse incentive risk .
- Execution backdrop: As legal and ethics lead through a period of credit normalization and balance‑sheet reshaping, the CLO’s regulatory, payments infrastructure, and remediation background (Deutsche Bank, The Clearing House) is strategically relevant to risk, compliance, and funding initiatives underway at EGBN .
Additional context: 2024 say‑on‑pay approval rose to 94% (from 57% in 2023), reflecting investor support for compensation changes; compensation peer group consists of 22 regional banks used for benchmarking .