Susan Riel
EAGLE BANCORPAbout Susan Riel
- Chair, President & CEO of Eagle Bancorp, Inc. and EagleBank; with the Company since 1998; CEO since 2019; Company director since 2017 and Bank director since 2018; age 75 .
- Dual role (Chair + CEO) with governance mitigants: 7 of 8 directors independent, a Lead Independent Director in place since 2021 with defined authorities, and regular executive sessions of independent directors .
- 2024 performance context: GAAP net loss of $47.0m due to a $104.2m goodwill impairment; operating net income $57.1m; operating ROAA 0.46%; operating efficiency ratio 55.23%; deposits +$323m YoY; ACL/loans 1.44% .
- Pay-for-performance alignment: 2024 annual bonus did not fund (below 85% threshold), and 2022 PRSUs paid 0% on both ROAA and TSR metrics versus KRX peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EagleBank (subsidiary) | Senior EVP & Chief Operating Officer | Pre-2019 | Ran bank operations prior to elevation to CEO, supporting growth strategy . |
| Eagle Bancorp/Bank | Chair, President & CEO | 2019–Present | Leads overall growth strategy and shareholder value agenda . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Children’s National | Corporate Advisory Council member | n/d | Community engagement and healthcare ecosystem ties in core market . |
| George Mason University | Innovation Committee member | n/d | Regional innovation and talent pipeline connectivity . |
| EagleBank Foundation | Board member | n/d | Philanthropy; Foundation has provided $6.5m+ to local organizations since inception . |
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 907,360 | 952,728 | 5% increase YoY . |
| Perquisites ($) | 89,418 | 93,272 | Includes car allowance ($18,000), housing ($53,205), insurance and 401(k) match . |
Performance Compensation
Annual Incentive (SEIP)
| Element | CEO Target | Threshold | Maximum | 2024 Outcome |
|---|---|---|---|---|
| Target bonus (% of salary) | 110% | 65% | 220% | $0 paid (plan not funded) . |
| Funding gate | ≥85% of adjusted net income target | — | — | Not met for 2024 . |
2024 SEIP Metrics Framework (not measured due to gate not met)
| Metric | CEO Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted Income | 30% | $87.153m | $102.533m | $117.913m . |
| Avg Loan Growth (ex-HFS) | 15% | 2.16% | 2.54% | 2.92% . |
| Avg Core Deposit Growth | 20% | 4.60% | 5.41% | 6.22% . |
| Efficiency Ratio | 15% | 54.86% | 52.25% | 49.64% . |
| Net Interest Margin | 20% | 2.26% | 2.66% | 3.06% . |
Long-Term Incentives (structure and grants)
- Plan design: 60% PRSUs (3-year cliff; relative TSR 50% and relative adjusted EPS growth 50% vs KRX; threshold at median, target 62.5th percentile, max 75th; negative absolute TSR/EPS caps payout at target), 40% time-vested RS (3-year ratable). 2025 also includes time-vested options (3-year ratable) .
- 2024 outcome on prior PRSUs (granted 2022; perf. period 2021–2024): 0% payout on both ROAA and TSR metrics (0th percentile vs KRX) .
| Grant Set | Grant Date | Instrument | Shares/Units (Target) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 LTI for 2023 service | 2/14/2024 | Time-vested RS | — | 941,579 | 3-year ratable . |
| 2/14/2024 | PRSUs | 58,219 | 1,075,590 | 3-year cliff; relative TSR and adj. EPS growth vs KRX . | |
| 2025 LTI for 2024 service | Feb 2025 | Time-vested RS | 21,089 | Included in total | 3-year ratable . |
| Feb 2025 | Time-vested Options | 57,142 | Included in total | 3-year ratable . | |
| Feb 2025 | PRSUs (target) | 63,268 | Included in total | 3-year cliff (2025–2027) . | |
| 2025 LTI total (for 2024) | Feb 2025 | Mixed | — | 2,110,823 | See split above . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 361,933 shares as of 3/20/2025 (includes 58,410 jointly held with spouse and 19,735 in trust) . |
| Ownership as % of SO | ~1.19% (361,933 / 30,369,772 shares outstanding) . |
| Vested vs unvested | Unvested time-vested RS are included in ownership; PRSUs/options not specified in the table . |
| Hedging / pledging | Hedging prohibited; pledging limited (≤50% of shares; pledged shares <25% of net worth) . |
| Pledged shares | None indicated in beneficial ownership table footers as of record date . |
| Ownership guidelines | CEO: 3x base salary; Executives: 2x; Directors: 3x annual retainer; 5 years to comply; all required executives/directors in compliance as of 12/31/2024 . |
| 2025 vesting overhang | RS and options vest ratably over 3 years; PRSUs cliff at end of 2027—potential periodic insider selling windows upon vest . |
Employment Terms
| Term | Summary |
|---|---|
| Agreement | Amended & restated employment and non-compete agreements (Dec 18, 2023) . |
| Term | Initial 3-year term; auto-renews annually unless notice 30+ days before term end . |
| Severance (no CIC) | 12 months’ salary + greater of 3-yr avg cash bonuses or target cash incentive; paid in monthly installments (release required) . |
| Change-in-control | Double trigger. Lump sum 1.99x (salary + greater of 3-yr avg bonus or target bonus) + 36 months healthcare premiums; qualifies upon termination without cause 120 days before/in conjunction with or within 12 months after CIC, or resignation for good reason within 12 months post-CIC . |
| Non-compete / non-solicit | During employment and 12 months post-termination . |
| Clawback | Dodd-Frank 10D-1 compliant policy to recoup erroneously awarded incentive comp for last 3 completed fiscal years . |
| Tax gross-ups | None (no excise tax gross-ups) . |
Estimated Payments (as of 12/31/2024)
| Scenario | Cash + Benefits ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|
| Termination without cause | 2,022,019 | — | 2,022,019 . |
| CIC termination (double trigger) | 6,046,050 | 4,170,658 | 10,216,708 (before any 280G adjustment) . |
Board Governance
- Board service history: Company director since 2017; Bank director since 2018; currently Chair of the Board .
- Committee roles: Currently Technology Oversight Committee member; prospective service on Risk and Asset Quality Committees per March 18, 2025 recommendations .
- Independence: Not independent (as CEO/Chair); 7 of 8 directors are independent; committees meet independence standards .
- Lead Independent Director: James A. Soltesz (since 2021) with defined authorities including agenda setting for independent sessions and shareholder engagement .
- Board/committee cadence: Board met 15 times in 2024; all directors attended ≥75% of their meetings .
Director Compensation (context)
- Employees serving as directors do not receive additional Board cash compensation; non-employee director fee schedule and equity outlined separately in proxy .
Company Performance Snapshot (for pay context)
| Metric (FY2024) | Value |
|---|---|
| GAAP Net Income (Loss) | $(47.0)m (driven by $104.2m goodwill impairment) . |
| Operating Net Income (non-GAAP) | $57.1m . |
| Operating ROAA (non-GAAP) | 0.46% . |
| Operating Efficiency Ratio (non-GAAP) | 55.23% . |
| Dividends per Share | $1.07 . |
| Loans (YoY) | $(33.8)m (−0.4%) . |
| Deposits (YoY) | +$323m . |
| ACL / Loans | 1.44% (vs 1.08% prior year) . |
| NPAs / Assets | 1.90% (vs 0.57% prior year) . |
| Net Charge-offs | 0.48% (vs 0.01% prior year) . |
Say-on-Pay & Shareholder Feedback
| Year | Approval |
|---|---|
| 2023 | 57% . |
| 2024 | 94% . |
- Compensation consultant: Aon Human Capital Solutions; independent, no conflicts disclosed .
- Peer group used for 2024 decisions includes 22 regional banks (e.g., WSFS, United Bankshares, CVB Financial, Atlantic Union, OceanFirst, etc.) .
Financials During Tenure (Revenue trend)
| Metric | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|
| Revenues ($) | 25,699,000* | 45,696,000* | 40,385,000* | 23,654,000* | 21,536,000* | 19,939,000* |
Values retrieved from S&P Global.*
Compensation Structure Analysis
- Increased at-risk equity weighting: LTI mix shifted to 60% PRSUs and 40% time-based RS, adding three-year performance hurdles tied to relative TSR and adjusted EPS versus KRX—higher performance sensitivity vs prior 50/50 mix .
- Stringent annual bonus gate: No SEIP funding for 2024 (below 85% adjusted NI threshold); no discretionary overrides—reinforces pay discipline .
- Prior PRSUs paid 0%: 2022 PRSUs forfeited based on 0th percentile performance on both ROAA and TSR vs KRX—clear downside risk sharing .
- Governance safeguards: Clawback policy, no excise tax gross-ups, hedging prohibited, pledging restricted; robust ownership guidelines with compliance reported .
Risk Indicators & Red Flags
- Negative TSR/ROAA relative performance evidenced by 0% PRSU payout; signals execution risk and shareholder return pressure during the 2021–2024 period .
- Asset quality deterioration (higher NPAs, charge-offs) in 2024; goodwill impairment drove GAAP loss—heightened credit and earnings risk entering 2025 .
- Dual role concerns mitigated by independent majority, strong LID role, and independent committee structures .
Investment Implications
- Alignment: Compensation outcomes are tightly linked to results (0% SEIP in 2024; 0% PRSU payout for the 2021–2024 cycle), suggesting low risk of pay for failure and improved say-on-pay support (94%) .
- Retention and selling pressure: Multi-year vesting (RS/options ratable over 3 years; PRSUs cliff in 2027) provides retention but creates periodic vest-driven liquidity windows; ownership guidelines and pledging limits reduce misalignment risk .
- Downside/Execution: 2024 credit costs, higher NPAs/NCOs, and goodwill impairment, coupled with underperformance against peer metrics, keep risk elevated; however deposit growth and shift to performance-heavy LTI show management commitment to turnaround .
- Governance comfort: Independent-led board processes, clawback, no tax gross-ups, and independent consultant reduce governance risk despite Chair/CEO combination .