Ted Wilm
EAGLE BANCORPAbout Ted Wilm
Independent director appointed to the Boards of Eagle Bancorp, Inc. and EagleBank on September 8, 2025; tenure began immediately and he is serving at-large pending committee assignments. Background includes a 38-year career at PwC, where he served many of the firm’s largest asset management and financial services clients, was office managing partner in Irvine, CA, and co-managed PwC’s Southwest operations; he previously chaired the audit committee of California Bancorp and its operating subsidiary, California Bank of Commerce, until their July 2024 merger with Bank of Southern California. The Board determined he is independent under Nasdaq rules and disclosed no related-party transactions requiring Item 404(a) reporting. Education and age were not disclosed in reviewed filings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Office Managing Partner (Irvine), Co-managed Southwest operations; senior audit partner serving major asset management/financial services clients | 38-year career (dates not itemized) | Led audit engagements and regional leadership functions |
| California Bancorp | Audit Committee Chair | Through July 2024 merger | Oversight of audit committee; also chaired at subsidiary California Bank of Commerce |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Corporate Directors Roundtable (Orange County, CA) | Leadership positions | Current | Governance-community leadership; networking and board practice focus |
| Forum for Corporate Directors (Orange County, CA) | Leadership positions | Current | Governance-community leadership; board education and best practices |
Board Governance
- Appointment and independence: Appointed September 8, 2025; Board determined independence under Nasdaq rules; serving as an at-large director until committee assignments are set later in fall 2025.
- Committee status: No EGBN committee assignment disclosed yet; the 8-K states assignments to be determined later in fall 2025.
- Board composition signal: Following appointments, the Board consists of 10 directors, 9 of whom are independent—supportive of strong independent oversight.
- Independent director executive sessions: EGBN’s independent directors meet in regular executive sessions as part of governance practice.
- Board activity baseline: In 2024, the Board met 15 times and all members attended at least 75% of Board and committee meetings on which they served (contextual baseline prior to Wilm’s appointment).
- Governance architecture: Board maintains five standing committees (Audit, Compensation, Governance & Nominating, Risk, Technology Oversight) with written charters and authority to retain independent advisors; Lead Independent Director role defined.
Fixed Compensation
Standard non-employee director compensation (per 2025 proxy; applicable to Wilm per the September 8, 2025 8-K):
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Company & Bank) | $45,000 | Standard non-employee director retainer; Wilm to receive “standard compensation” per 8-K |
| Committee Chair Retainer – Audit | $50,000 | Paid if serving as Audit Chair |
| Committee Chair Retainer – Compensation | $45,000 | Paid if serving as Compensation Chair |
| Committee Chair Retainer – Governance & Nominating | $25,000 | Paid if serving as Governance Chair |
| Committee Chair Retainer – Technology Oversight | $25,000 | Paid if serving as Technology Oversight Chair |
| Committee Chair Retainer – Risk | $45,000 | Paid if serving as Risk Chair |
| Lead Independent Director Retainer | $65,000 | If appointed Lead Independent Director |
| Long-term care insurance premium | Provided; example $2,858 in 2024 for certain directors | Part of “All Other Compensation” for directors |
Wilm will receive the Company’s standard non-employee director compensation as described above. Actual committee chair/lead director fees depend on future assignments.
Performance Compensation
Non-employee director equity program (structure and 2024 baseline from proxy):
| Attribute | Detail |
|---|---|
| Annual equity grant | Restricted stock awarded annually; 2024 grant date fair value $196,950 per director |
| 2024 share count example | 9,892 shares awarded in Feb 2024 per director; unvested totals varied by director |
| Vesting | Time-based; vests on first anniversary of grant; followed by a two-year holding period |
| Acceleration | Unvested restricted stock generally accelerates upon death, disability, or change in control while in service |
| Options | None outstanding for non-employee directors as of 12/31/2024 |
The September 8, 2025 8-K confirms Wilm will receive “standard compensation for non-employee directors” per the proxy; the specific 2025 grant size for Wilm was not disclosed in reviewed filings.
Other Directorships & Interlocks
| Company/Organization | Role | Public/Private | Potential interlocks or conflicts |
|---|---|---|---|
| California Bancorp (and California Bank of Commerce) | Audit Committee Chair (prior) | Not specified in 8-K | No EGBN related-party transactions disclosed under Item 404(a) at appointment; independence affirmed |
| Corporate Directors Roundtable (Orange County) | Leadership roles | Non-profit/community | Governance-network role; no transactional conflict disclosed |
| Forum for Corporate Directors (Orange County) | Leadership roles | Non-profit/community | Governance-network role; no transactional conflict disclosed |
The Company disclosed there are no arrangements pursuant to which Wilm was selected as a director and no related-party transactions requiring Item 404(a) reporting.
Expertise & Qualifications
- Financial reporting and audit oversight: Decades of audit leadership at PwC, including office managing partner responsibilities and service to major asset management and financial services clients; prior Audit Committee Chair experience at a bank holding company.
- Banking and regulatory familiarity: Statement of intent to bring experience in financial risk management and regulation to EGBN’s strategic initiatives.
- Boardroom governance: Leadership roles with corporate directors organizations in Orange County, indicating deep engagement with board governance practices.
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership at EGBN | Not disclosed; Wilm appointed after the March 20, 2025 record date used for the proxy’s beneficial ownership table. |
| Ownership guidelines | Directors must hold Company stock valued at 3× annual retainer; five years allowed to reach compliance; shares from time-vested restricted stock count, PRSUs/options do not. |
| Hedging/pledging policy | Policies prohibit hedging and short sales and limit pledging of Company stock, supporting alignment and risk control. |
Governance Assessment
- Positive signals: Board refresh with two independent directors (including Wilm) increased independence to 9 of 10 seats; independence affirmed and no related-party transactions disclosed under Item 404(a); standard director pay includes meaningful equity, reinforced by robust ownership guidelines—supporting alignment with shareholders.
- Process rigor: EGBN’s governance framework features independent executive sessions, five committee charters, authority to retain independent advisors, and regular risk oversight across Audit, Risk, Technology Oversight, Compensation, and Governance & Nominating—an infrastructure conducive to effective board performance.
- Watch items: Committee assignments for Wilm are pending per the appointment 8-K; monitoring final placements (e.g., Audit/Risk) will inform his governance impact. Additionally, EGBN announced board leadership transitions in November 2025, which may re-balance committee leadership and oversight dynamics.
- Conflicts and red flags: None identified in filings; appointment disclosures expressly state no related-party transactions under Item 404(a). Policies around hedging/pledging and insider ethics training (including Regulation O and related party transactions) further mitigate governance risk.