Steven Freidkin
EAGLE BANCORPAbout Steven J. Freidkin
Steven J. Freidkin (age 41) is an independent director of Eagle Bancorp, Inc. (EGBN) since 2021. He is the CEO and founder of Ntiva, Inc., a managed IT and cybersecurity services firm he launched in 2004; he is an alumnus of the University of Maryland’s Robert H. Smith School of Business and has led Ntiva through two partnership transactions and more than a dozen acquisitions . He chairs EGBN’s Technology Oversight Committee and is designated independent under Nasdaq rules; all independent directors hold executive sessions without management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ntiva, Inc. | Founder & CEO | 2004–present | Led two partnership transactions and 12+ acquisitions; scaled to 450+ employees and 1,400+ clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Young Presidents’ Organization (YPO) | Member | Not disclosed | Professional network engagement |
| Capital Camps & Retreat Center | Board/Member | Not disclosed | Non-profit leadership involvement |
| American Friends of the Hebrew University | Board/Member | Not disclosed | Non-profit leadership involvement |
| (Public company boards) | — | — | No other public company directorships disclosed for Mr. Freidkin in the proxy |
Board Governance
- Independence: The Governance & Nominating Committee determined all directors other than the CEO are independent under Nasdaq Rule 5605(a)(2); Mr. Freidkin is independent. Audit and Compensation Committee members meet heightened independence standards .
- Committee assignments (2024 and prospective 2025): He chaired Technology Oversight and served on Risk during 2024; the Board will consider reconstituting committees so he remains TOC Chair and moves to Audit in 2025 .
- Attendance: The Board met 15 times in 2024; all directors attended ≥75% of Board and committee meetings .
- Annual meeting participation policy: Company encourages director attendance; in May 2024, 7 of the 8 directors up for re-election participated .
- Lead Independent Director: The Board has a Lead Independent Director (James A. Soltesz) with defined responsibilities to strengthen independent oversight .
- Committee scope highlights (relevance to Freidkin’s chair role): The Technology Oversight Committee provides Board-level oversight of IT risk, cybersecurity posture, IT controls, and major technology projects/policies .
| Committee | 2024 Membership (Freidkin) | 2024 Meetings | Key Oversight Scope |
|---|---|---|---|
| Technology Oversight | Chair | 8 | IT risk governance, cybersecurity, tech strategy/policies, IT controls |
| Risk | Member | 4 | Enterprise risk governance, credit/ALCO policy oversight, emerging risks |
| Audit (prospective 2025) | Member (recommended) | 11 (2024 meetings) | Financial reporting/internal controls; external auditor oversight |
Fixed Compensation
- Fee framework: In 2024, non-employee directors received a $45,000 annual cash retainer (Company and Bank combined). Committee chair retainers included: Audit $50,000; Compensation $45,000; Governance & Nominating $25,000; Technology Oversight $25,000; Risk $45,000. Lead Independent Director retainer: $65,000 .
- Equity framework: Annual restricted stock grant; 2024 awards vest on first anniversary with a mandatory two-year holding period post-vest; unvested awards accelerate upon death/disability or change in control .
| Director Compensation | 2023 | 2024 |
|---|---|---|
| Cash (Fees Earned/Paid) – Freidkin | $126,500 | $83,500 |
| Equity (Stock Awards Grant-Date Fair Value) – Freidkin | $299,993 | $196,950 |
| Total – Freidkin | $426,493 | $280,450 |
| Fee Schedule Highlights | 2023: Separate Company ($10k) + Bank ($5k) retainers; $50k for each chair; per-meeting fees ($1,500; Chair $3,000) | 2024: $45k combined retainer; TOC Chair $25k; no per-meeting schedule disclosed |
Notes: No option awards outstanding for non-employee directors at 12/31/2024 .
Performance Compensation
- Directors do not receive performance-based cash bonuses. Equity is time-vested restricted stock with holding requirements; no options granted in 2024 .
| Director Equity Terms (2024) | Detail |
|---|---|
| Grant form | Restricted stock (time-vested) |
| Vesting | 100% at first anniversary; additional two-year post-vest holding requirement |
| Acceleration | Unvested awards accelerate upon death, disability, or change in control while in service |
| Options | None outstanding for non-employee directors at 12/31/2024 |
Other Directorships & Interlocks
- Compensation Committee interlocks: None. No officer/director interlocks with other companies’ compensation committees disclosed; no officer of EGBN sits on a board where EGBN directors serve on pay committees .
- No other public company boards disclosed for Mr. Freidkin .
Expertise & Qualifications
- Skill set relevant to bank governance: Information technology and cybersecurity (TOC Chair), risk management, M&A, and leadership experience growing a tech services firm .
- Educational background: University of Maryland (Robert H. Smith School of Business) .
Equity Ownership
| Ownership Detail (as of 3/20/2025) | Amount |
|---|---|
| Beneficially owned common shares – Freidkin | 39,899 |
| % of outstanding shares | <5% (Company O/S: 30,369,772) |
| 2024 stock grant (Feb 2024) – shares | 9,892 |
| Unvested restricted shares at 12/31/2024 – Freidkin | 14,999 |
| Pledged shares | The table states none of such shares are pledged; however, it notes certain shares may be held in margin accounts at third-party firms where shares may be subject to a security interest for margin credit . |
| Ownership guidelines (Directors) | Must hold shares equal to 3x annual retainers; five years to achieve; all directors in compliance as of 12/31/2024 . |
Say-on-Pay & Shareholder Feedback
| Advisory Vote | 2024 Votes | 2025 Votes |
|---|---|---|
| Say-on-Pay (For / Against / Abstain / Broker Non-Votes) | 19,758,583 / 1,160,954 / 142,036 / 2,908,407 | 15,706,945 / 3,472,818 / 123,227 / 3,119,335 |
- Observation: Against votes rose from ~1.16M (2024) to ~3.47M (2025), and For votes decreased, indicating lower shareholder support for executive pay in 2025 relative to 2024 .
Related Party Transactions (RPT) and Conflicts
- Policy and oversight: The Bank engages in ordinary-course loans/deposits and may transact with related-party vendors under a formal RPT Policy; such transactions must be on substantially the same terms as with non-affiliates and not present abnormal risk. Risk Committee reviews related-party loans and vendor relationships; Audit reviews overall RPT activity .
- Disclosures specific to Mr. Freidkin: The proxy does not disclose any specific related-party transactions involving Mr. Freidkin or Ntiva; the Board considered ordinary-course loan/deposit relationships with directors and related interests when determining director independence .
- Monitoring note: Given Mr. Freidkin’s chair role over technology oversight and his leadership of an IT services company, investors should monitor for any future vendor relationships to avoid appearance of conflict; none are disclosed currently .
Governance Assessment
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Strengths
- Independent director with deep IT/cybersecurity expertise and practical M&A/scale experience; chairs the Board’s Technology Oversight Committee, a critical risk area for banks .
- Attendance threshold met; Board demonstrates active cadence (15 meetings) and robust committee structure; independent directors meet in executive session .
- Ownership alignment through equity grants, mandatory holding periods, and director ownership guideline (3x annual retainer); Company reports all directors in compliance as of 12/31/2024 .
- No option grants; director pay relies on cash retainer and time-vested RSUs, with acceleration only on death/disability/CIC .
-
Watch items / Potential red flags
- Decline in Say-on-Pay support in 2025 vs. 2024 suggests rising shareholder scrutiny of executive compensation; while not specific to directors, it is a governance sentiment indicator .
- Related-party exposure: No transactions disclosed for Mr. Freidkin, but his external role at an IT vendor heightens the need for transparency should any vendor relationship arise; current RPT controls route such approvals through Risk and Audit .
- Pledging: The beneficial ownership table states no pledged shares, but notes some shares held at third-party firms may be subject to margin security interests; ongoing monitoring advised .
-
Compensation structure changes (director):
- Shift from 2023 per-meeting fees and higher chair retainers to a simplified 2024 retainer model (combined annual retainer, defined chair retainers, annual equity with post-vest holding), reducing variability and potentially strengthening alignment via holding periods .
-
Committee evolution:
- Prospective move from Risk to Audit while remaining TOC Chair increases Mr. Freidkin’s exposure to financial reporting/internal control oversight alongside technology risk—positive for holistic risk governance if approved .
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