Ryan Riel
EAGLE BANCORPAbout Ryan Riel
Ryan A. Riel, 47, is Senior Executive Vice President and Chief Real Estate Lending Officer of Eagle Bancorp/EagleBank; he joined in 2001 and was promoted to Senior Executive Vice President in February 2025. He oversees Commercial Real Estate deposits and lending, branch operations, small business lending, operations, and technology; he holds a Bachelor’s Degree in Economics from West Virginia University . Company performance context relevant to his incentive alignment: total shareholder return (value of initial $100 investment) declined from $87 (2020) to $66 (2024) while net income moved from $132.2 million (2020) to $(47.0) million (2024) and diluted EPS fell from $4.18 (2020) to $(1.56) (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eagle Bancorp/EagleBank | Credit Analyst; Relationship Manager; Team Leader; Senior Market Executive; Chief Real Estate Lending Officer; Senior Executive Vice President | 2001–present | Leadership across CRE lending; oversight of deposits/lending, branch operations, small business lending, operations, technology |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EagleBank Foundation | Chairman | Not disclosed | Philanthropy and community engagement; Company contributed $180k in 2024 |
| George Mason University Center for Real Estate Entrepreneurship | Board Member | Not disclosed | Academic/industry interface in real estate |
| The Children’s Inn at NIH | Trustee; prior Board Member | Trustee current; previously 10 years on Board | Community health and philanthropy |
Fixed Compensation
Multi-year compensation summary:
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Salary | 406,725 | 427,061 |
| Bonus | — | — |
| Stock Awards | 513,850 | 505,344 |
| Non-Equity Incentive Plan Compensation | — | — |
| All Other Compensation | 26,006 | 27,010 |
| Total | 946,581 | 959,415 |
Annual cash incentive opportunity (SEIP) for 2024:
| Item | 2024 |
|---|---|
| Target Bonus % of Base Salary | 80% |
| Target Dollar Amount | $341,649 |
| Actual Payout | $0 (plan did not fund) |
Performance Compensation
SEIP (cash incentive) performance metrics (2024) and outcomes:
| Metric | Threshold | Target | Maximum | Actual | Payout | Weighting | Vesting |
|---|---|---|---|---|---|---|---|
| Adjusted Income ($000) | 87,153 | 102,533 | 117,913 | Not measured (plan not funded) | 0% | Not disclosed | N/A |
| Average Loan Growth (excl. HFS) | 2.16% | 2.54% | 2.92% | Not measured | 0% | Not disclosed | N/A |
| Average Core Deposit Growth | 4.60% | 5.41% | 6.22% | Not measured | 0% | Not disclosed | N/A |
| Efficiency Ratio | 54.86% | 52.25% | 49.64% | Not measured | 0% | Not disclosed | N/A |
| Net Interest Margin | 2.26% | 2.66% | 3.06% | Not measured | 0% | Not disclosed | N/A |
LTIP equity awards (2025 grants based on 2024 performance):
| Component | Grant Date Valuation | Shares/Options Granted | Vesting | Performance Conditions |
|---|---|---|---|---|
| Time-vested Restricted Stock (RSAs) | $22.76 per share | 5,441 | Ratable over 3 years from grant anniversary | None (time-based) |
| Time-vested Options | $8.40 per option (Black-Scholes) | 14,743 | Ratable over 3 years from grant anniversary | None (time-based) |
| PRSUs (50% market condition) | $13.62 per unit (Monte Carlo) | 16,324 at target | Cliff vest at end of 3-year period; must be employed 12/31/2027 | Relative TSR and Adjusted EPS Growth; future realized value depends on performance |
Outstanding equity awards as of December 31, 2024:
| Award | Unvested Units | Market Value ($) |
|---|---|---|
| 2022 Time-vested RSAs | 2,871 | 74,273 (at $25.87) |
| 2023 PRSUs | 5,884 | 152,219 (at $25.87) |
| 2023 Time-vested RSAs | 3,923 | 101,488 (at $25.87) |
| 2024 PRSUs | 14,585 | 377,314 (at $25.87) |
| 2024 Time-vested RSAs | 9,723 | 251,534 (at $25.87) |
Notes: PRSUs vest after 3-year measurement period contingent on performance and continued service; time-vested RSAs vest in three equal annual tranches; accelerated vesting applies upon death, disability, or qualifying termination in connection with change in control .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 20, 2025) | 39,524 shares; less than 5% of outstanding; 30,369,772 shares outstanding |
| Pledging/Hedging | None of such shares are pledged as security; executives prohibited from hedging; pledging limited to ≤50% of shares and ≤25% of net worth |
| Ownership Guidelines | Executives must hold shares equal to 2x base salary; all executive officers and directors were in compliance as of Dec 31, 2024 |
| Vested vs Unvested | Unvested positions disclosed above; PRSUs and RSAs outstanding as of Dec 31, 2024 |
| Potential Supply from Vesting | RSAs/Options vest ratably over three years from 2025 grant; PRSUs cliff-vest at end of period with employment required on 12/31/2027 |
Related party disclosure: Ryan A. Riel is the son of CEO Susan G. Riel; his 2024 total compensation was $959,415, and the Compensation Committee makes decisions for him on the same basis as other executive officers .
Employment Terms
| Provision | Key Terms |
|---|---|
| Term/Notice | No fixed term; may terminate employment effective 90 days after notice to the Bank |
| Base Salary (agreement reference) | $406,725 |
| Annual Bonus Eligibility | Eligible under Board-approved incentive plans, subject to performance criteria established by the Compensation Committee |
| Long-term Incentive Eligibility | Equity awards at Compensation Committee’s discretion |
| Non-Change-in-Control Severance | If terminated without cause: sum of highest annual salary in prior 12 months plus cash bonuses paid in prior 12 months; paid monthly over one year after execution of release |
| Change-in-Control Severance | Lump sum 1.99x (highest annual salary + cash bonuses paid in prior 12 months) plus 36x monthly healthcare premium; payable upon qualifying termination within 120 days prior to/in conjunction with or within 12 months after change in control, or resignation for good reason within 12 months after change in control |
| Non-Compete | During employment and for 12 months following termination |
| Non-Solicit | During employment and for 12 months following termination |
| Equity Treatment on CIC | Unvested restricted stock/PRSUs accelerate upon qualifying CIC termination or if not assumed/converted by surviving company |
| Clawback | Company clawback policy in place consistent with SEC/Nasdaq rules |
| Tax Gross-ups | Company states “No excise tax gross ups” in compensation philosophy |
Compensation Structure Analysis
- Pay-for-performance: SEIP did not fund for 2024, resulting in zero annual cash incentive payout despite defined targets, reinforcing downside risk on cash incentives .
- Mix and trends: 2024 salary rose modestly vs 2023 ($427,061 vs $406,725) while stock awards declined slightly ($505,344 vs $513,850); no non-equity incentive in either year .
- Equity emphasis and deferral: LTIP comprised 40% time-based RSAs and 60% PRSUs, with three-year vesting and employment required at period-end (12/31/2027) for PRSUs; option grants added additional three-year vesting .
- Governance and risk controls: Hedging banned; pledging constrained; clawback policy adopted; double-trigger severance on CIC; ownership guidelines at 2x salary with compliance reported for all executives .
Performance & Track Record (Company context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – Value of Initial $100 Investment (Company) | $87 | $126 | $98 | $72 | $66 |
| Net Income ($mm) | 132.2 | 176.7 | 140.9 | 100.5 | (47.0) |
| Diluted EPS ($) | 4.18 | 5.52 | 4.39 | 3.31 | (1.56) |
Compensation Peer Group (Benchmarking)
The Compensation Committee used a 22-bank proxy peer group (assets ~$7–$30B) to support 2024 compensation decisions, selected for asset size, market capitalization, loan mix/portfolio content, and metropolitan market exposure. Institutions include Amerant Bancorp, Atlantic Union Bankshares, Berkshire Hills Bancorp, Brookline Bancorp, Byline Bancorp, Columbia Financial, ConnectOne Bancorp, CVB Financial, Dime Community Bancshares, First Busey, Flushing Financial, Independent Bank Corp., Independent Bank Group, OceanFirst Financial, Pacific Premier Bancorp, Provident Financial Services, Sandy Spring Bancorp, Stellar Bancorp, Tompkins Financial, United Bankshares, Veritex Holdings, WSFS Financial .
Equity Ownership & Alignment Policies
- Stock ownership guidelines: CEO 3x base salary; Executive Officers 2x base salary; five years to reach compliance; shares from time-vested restricted stock count, PRSUs and unexercised options do not; all executives/directors were in compliance as of Dec 31, 2024 .
- Insider trading/hedging/pledging: Insider trading policy on file; hedging prohibited; pledging limited to ≤50% of shares and ≤25% of net worth .
Employment Terms Summary (Comparative CIC Table Reference)
Change-in-control table shows estimated maximum cash payment and equity acceleration values; for Ryan A. Riel: cash payment $1,362,930 and value of unvested equity awards accelerated $956,828, totaling $2,319,758 (excludes any Section 280G adjustment) .
Investment Implications
- Alignment and retention: Significant unvested equity (PRSUs and RSAs) and three-year vesting, plus employment condition through 12/31/2027 for PRSUs, create retention anchors and align incentives with multi-year TSR and Adjusted EPS Growth outcomes .
- Selling pressure: Ratable vesting of RSAs/options through 2027 and PRSU cliff vesting at end-2027 are potential supply events; hedging is prohibited and pledging constrained, which mitigates risk of adverse trading dynamics .
- Pay discipline: Zero SEIP payout for 2024 despite defined targets indicates credible downside risk and committee discipline amid challenging performance; equity-heavy LTIP maintains at-risk pay structure .
- Governance watchpoint: Related party dynamic (CEO’s son) is disclosed with committee discretion over his pay; continue monitoring for fairness and market alignment, including peer benchmarking and clawback policy enforcement .
- CIC economics: Double-trigger severance of 1.99x salary+bonus plus 36x healthcare premiums is within typical regional bank norms; accelerated vesting on CIC can crystallize value but is standard; not indicative of egregious golden parachute risk given absence of excise tax gross-ups .