DEF 14A 1 egbnproxy-2021.htm DEF 14A Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

INFORMATION REQUIRED IN A PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.______________)
          Filed by Registrant
          Filed by Party other than Registrant
          Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e)(2))
Definitive Proxy Statement
☒ Definitive Proxy Statement
Soliciting Materials Pursuant to §240.14a-12

Eagle Bancorp, Inc.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)
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Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and and the date of its filing
(1)Amount previously paid:
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2021 PROXY STATEMENT







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The Annual Meeting of Shareholders Will Be Held
on Thursday, May 20, 2021 at 10:00 A.M. EDT

Virtual Meeting Only – No Physical Meeting Location
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To The Shareholders of Eagle Bancorp, Inc.:
Proxy Statement

The Board of Directors of Eagle Bancorp, Inc. is soliciting your proxy for use at the Annual Meeting of Shareholders, to be held virtually at 10:00 A.M. EDT on Thursday, May 20, 2021, and at any adjournment or postponement of the meeting. Due to the ongoing impact of COVID- 19 we will host a virtual-only meeting. You may join the Annual Meeting remotely by visiting http://www.viewproxy.com/EagleBankCorp/2021/vm and entering in your control number and the password received in your registration confirmation. If you wish to attend the Annual Meeting virtually, you must register in advance by 11:59 PM EDT on May 18, 2021. (Please see “How do I register in advance to attend, vote, and submit questions or comments at the annual meeting virtually?” below for more information.) Audio only access to the meeting will be available by calling 1 (415) 655-0052. A shareholder may request the Company to provide a physical location from which to access the virtual meeting, subject to any restrictions in effect under federal or state law. Shareholders must submit their request for a physical location to the Company by close of business on Tuesday, May 18, 2021.
This proxy statement and proxy card are being made available to shareholders of the Company on or about April 6, 2021, to shareholders of record as of March 25, 2021, the record date for the meeting. A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which includes our audited financial statements, also accompanies this proxy statement.
In this proxy statement, we refer to (a) Eagle Bancorp, Inc. as the “Company,” “Eagle,” “we” or “us,” (b) the Company Board of Directors as the “Board” or “Board of Directors” and (c) EagleBank, our wholly owned subsidiary, as “EagleBank” or the “Bank.”
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 20, 2021. A copy of this proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2020, and our Report to Shareholders is available online at http://viewproxy.com/EagleBankCorp/2021.




This year, we are using the “Notice and Access” method of providing proxy materials to our beneficial shareholders via the Internet instead of mailing printed copies. We believe that this process will provide beneficial shareholders with a convenient and quick way to access the proxy materials, including this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2020. Also accessible is our Report to Shareholders and an authorization for a proxy to vote your shares. This allows us to conserve natural resources, and reduce the costs of printing and distributing the proxy materials.
Most shareholders will not receive paper copies of the proxy materials unless they request them. Instead, the Important Notice Regarding Availability of Proxy Materials, which we refer to as the Notice and Access card, has been mailed to our beneficial shareholders to provide instructions regarding how to access and review all of the proxy materials on the Internet. The Notice and Access card also tells you how to submit your proxy vote via the Internet or telephone. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials printed on the Notice and Access card.
To ensure that as many shares as possible are represented, we strongly recommend that you vote in advance of the Annual Meeting, even if you plan to attend remotely.
As part of our effort to maintain a safe and healthy environment at our Annual Meeting and to protect the well-being of our shareholders, after closely monitoring statements issued by the World Health Organization (who.int), the Centers for Disease Control and Prevention (cdc.gov), and the Maryland State Department of Health (health.maryland.gov) regarding COVID-19, we have decided to host the Annual Meeting by means of remote communication this year (i.e., a virtual-only meeting), as allowed by applicable law. We are sensitive to the public health and travel concerns our shareholders may have and restrictions and recommendations that public health and other governmental officials may issue. Note that the decision to proceed with a virtual-only meeting this year does not mean we will utilize a virtual-only format or any means of remote communication for future annual meetings.




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Notice of Meeting:
The Annual Meeting of Shareholders of Eagle Bancorp, Inc. (the “Company”) will be held at 10:00 A.M. EDT on Thursday, May 20, 2021 at http://www.viewproxy.com/EagleBankCorp/2021/vm (with audio only access available at 1 (415) 655-0052)* for the following purposes:

1.To elect ten directors to serve until the 2022 Annual Meeting of Shareholders or until their successors are duly elected and qualified;
2.To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ended December 31, 2021;
3.To consider and approve the adoption of the Company's 2021 Equity Incentive Plan;
4.To consider and approve the adoption of the Company's 2021 Employee Stock Purchase Plan;
5.To approve a non-binding, advisory resolution approving the compensation of our named executive officers; and
6.To transact any other business that may properly come before the meeting or any adjournment or postponement of the meeting.

Shareholders of record as of the close of business on March 25, 2021 are entitled to notice of and to vote at the meeting or any adjournment or postponement of the meeting.

To attend the virtual meeting at http://www.viewproxy.com/EagleBankCorp/2021/vm please enter your 16-digit control number (found on your proxy card or Notice and Access card) and the password received in your registration confirmation. Please follow the instructions on your proxy card, Notice and Access card or voter instruction form for additional information. Audio only access to the meeting will be available by dialing 1 (415) 655-0052. A shareholder may request the Company to provide a physical location from which to access the virtual meeting, subject to any restrictions in effect under federal or state law. Shareholders must submit their request for a physical location to the Company by close of business on Tuesday, May 18, 2021.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the meeting, we urge you to vote and submit your proxy in order to ensure the presence of a quorum.

Registered shareholders may vote:
By Internet: go to https://www.aalvote.com/EGBN;
By toll-free telephone: call 1 (866) 804-9616; or
By mail: mark, sign, date and promptly mail the enclosed proxy card in the enclosed postage-paid envelope.

If your shares are not registered in your name, please see the voting instructions provided by your recordholder (typically your broker) on how to vote your shares. You will need additional documentation from your recordholder in order to vote in person at the virtual meeting.

* As part of our effort to maintain a safe and healthy environment at our Annual Meeting and to protect the well-being of our shareholders, after closely monitoring statements issued by the World Health Organization (who.int), the Centers for Disease Control and Prevention (cdc.gov), and the Maryland State Department of Health (health.maryland.gov) regarding COVID-19, we have decided to host the Annual Meeting by means of remote communication this year (i.e., a virtual-only meeting), as allowed by applicable law. We are sensitive to the public health and travel concerns our shareholders may have and restrictions and recommendations that public health and other governmental officials may issue. Note that the decision to proceed with a virtual-only meeting this year will not mean we will utilize a virtual-only format or any means of remote communication for future annual meetings.
By Order of the Board of Directors,
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Jane E. Cornett, Corporate Secretary
April 6, 2021





Table of Contents
Proposal 3: To Approve the Adoption of the Company’s 2021 Equity Incentive Plan




Forward-looking Statements: This proxy statement contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, including statements of goals, intentions, and expectations as to future trends, plans, events or results of Company operations and policies and regarding general economic conditions. In some cases, forward-looking statements can be identified by use of words such as “may,” “will,” “can,” “anticipates,” “believes,” “expects,” “plans,” “estimates,” “potential,” “continue,” “should,” “could,” “strive,” “feel” and similar words or phrases. These statements are based upon current and anticipated economic conditions, nationally and in the Company’s market (including the macroeconomic and other challenges and uncertainties resulting from the COVID-19 pandemic, including on our asset quality and business operations), interest rates and interest rate policy, competitive factors, and other conditions which by their nature, are not susceptible to accurate forecast and are subject to significant uncertainty. Because of these uncertainties and the assumptions on which this discussion and the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. For details on factors that could affect these expectations, see the risk factors and other cautionary language included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Readers are cautioned against placing undue reliance on any such forward-looking statements. The Company’s past results are not necessarily indicative of future performance. All information is as of the date of this proxy statement. Any forward-looking statements made by or on behalf of the Company speak only as to the date they are made. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to revise or update publicly any forward-looking statement for any reason.



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Q&A About the Proxy Materials and Our Annual Meeting
When and where is the Annual Meeting of Shareholders being held?
As part of our effort to maintain a safe and healthy environment at our Annual Meeting and to protect the well-being of our shareholders, after closely monitoring statements issued by the World Health Organization (who.int), the Centers for Disease Control and Prevention (cdc.gov), and the Maryland State Department of Health (health.maryland.gov) regarding COVID-19, we have decided to host the Annual Meeting by means of remote communication this year (i.e., a virtual-only meeting), as allowed by applicable law. We are sensitive to the public health and travel concerns our shareholders may have and restrictions and recommendations that public health and other governmental officials may issue. There will be no physical meeting location. However, a shareholder may request the Company to provide a physical location from which to access the virtual meeting, subject to any restrictions in effect under federal or state law. Shareholders must submit their request for a physical location to the Company by close of business on Tuesday, May 18, 2021.
The virtual meeting is being held at 10:00 A.M., EDT on Thursday, May 20, 2021. To participate in the virtual meeting, you must register in advance by 11:59 PM EDT on May 18, 2021. Please follow the instructions found on your proxy card, Notice and Access card or voter instruction form, and on the following pages of this proxy. On the day of the meeting, visit http://www.viewproxy.com/EagleBankCorp/2021/vm and enter your control number (found on your proxy card or Notice and Access card) and the password received in your registration confirmation. You may begin to log into the meeting platform beginning at 9:30 A.M. EDT on May 20, 2021. Audio only access to the meeting will be available by dialing 1 (415) 655-0052. The meeting will begin promptly at 10:00 A.M., EDT on Thursday, May 20, 2021.
Note that the decision to proceed with a virtual-only meeting this year does not mean we will utilize a virtual-only format or any means of remote communication for future annual meetings.
How do I attend the Annual Meeting virtually?
To be admitted to the Annual Meeting at http://www.viewproxy.com/EagleBankCorp/2021/vm, you must enter the control number (found on your proxy card or Notice and Access card) and the password received in your registration confirmation. Audio only access to the meeting will be available by dialing 1 (415) 655-0052. If you hold your shares through a broker, you must register in advance using the instructions below.
How do I submit questions or make comments?
If you wish to submit a question or make a comment before the Annual Meeting or during the Annual Meeting, you may log into http://www.viewproxy.com/EagleBankCorp/2021/vm and enter your control number and the password received in your registration confirmation beginning at 9:30 A.M. EDT, on May 20, 2021. Once past the login screen, click on the ‘‘messages’’ icon at the top of the screen and type your question or comment in the “Ask a question” field and then click to submit. Questions or comments pertinent to meeting matters will be addressed during the Annual Meeting, subject to time constraints. Questions or comments that relate to proposals that are not properly submitted before the Annual Meeting, relate to matters that are not proper subject for action by shareholders, are irrelevant to the Company’s business, relate to material non-public information of the Company, relate to personal concerns or grievances, are derogatory to individuals or that are otherwise in bad taste, are in substance repetitious of a question or comment made by another shareholder, or are not otherwise suitable for the conduct of the Annual Meeting as determined in the sole discretion of the Company, will not be answered. Additional rules of conduct and procedures may apply during the Annual Meeting and will be available for you to review in advance of the meeting at www.viewproxy.com/EagleBankCorp/2021/vm. Any questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints will be posted online and answered at www.viewproxy.com/EagleBankCorp/2021. The questions and answers will be available as soon as practical after the meeting and will remain available until May 27, 2021 after posting.
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What am I being asked to vote on at the meeting?
You are being asked to vote on five proposals at the meeting:
1.the election of ten directors for a one year term until the 2022 Annual Meeting of Shareholders or until their successors are duly elected and qualified;
2.the ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2021;
3.to approve the adoption of the Company's 2021 Equity Incentive Plan;
4.to approve the adoption of the Company's 2021 Employee Stock Purchase Plan; and
5.to approve, on a non-binding, advisory basis, the compensation of our named executive officers.
How does the Board recommend I vote?
The Board unanimously recommends that you vote:
FOR the election of all of the nominees for election as director (see Proposal 1 on page 15);
FOR the ratification of accountants (see Proposal 2 on page 64);
FOR the approval of the 2021 Equity Incentive Plan (see Proposal 3 on page 67);
FOR the approval of the 2021 Employee Stock Purchase Plan (see Proposal 4 on page 73); and
FOR the nonbinding resolution approving our named executive officer compensation (see Proposal 5 on page 76).
Who is entitled to vote at the meeting?
Only shareholders of record of the Company’s common stock, par value $0.01 per share (the “common stock”), at the close of business on March 25, 2021, will be entitled to notice of and to vote at the meeting or any adjournment or postponement of the meeting. On that date, the Company had 31,960,605 shares of common stock outstanding, held by approximately 8,639 total shareholders, including 722 shareholders of record. The common stock is the only class of securities entitled to vote at the meeting.
Shareholder of Record: If your shares are registered directly in your name with Computershare Trust Company, N.A., our transfer agent, then you are a shareholder of record. As a shareholder of record, you must register to be able to attend the Annual Meeting via live audio webcast, and can vote your shares electronically at https://www.aalvote.com/EGBN. (Please see “How do I register in advance to attend, vote, and submit questions or comments at the annual meeting virtually?” below for more information.) You may vote in person at the meeting, or vote by proxy, using any of the following three methods to submit your proxy:
by Internet: go to https://www.aalvote.com/EGBN and follow the instructions provided;
by toll-free telephone: call 1 (866) 804-9616; or
by mail: mark, sign, date and promptly mail the enclosed proxy card in the enclosed postage-paid envelope.
Beneficial Owner: If your shares are held in an account at a broker, bank or other nominee (collectively, your “broker”), rather than in your name, then you are a beneficial owner of “street name” shares, and these proxy materials are being forwarded to you by your broker. Your broker is entitled to vote your shares at the meeting or submit a proxy. (Please see the next question for important information regarding voting by your broker.) As a beneficial owner, you are entitled to direct your broker how to vote your shares. You will need to follow the directions your broker provides you and give the broker instructions as to how the broker should vote your shares by following the instructions you received from your broker. If you want to vote your shares held in street name at the meeting, you will need to obtain a “legal proxy” from your broker authorizing you to vote your shares. A brokerage statement or the voting instruction form you received from your broker will not allow you to vote at the meeting. (Please see “How do I register in advance to attend, vote, and submit questions or comments at the annual meeting virtually?” below for
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more information.) Please note that your broker may have a deadline for submitting voting instructions that is earlier than the voting deadline for recordholders.
Whether or not you plan to attend the meeting, we urge you to vote and submit your proxy, either by Internet, telephone or mail, or to instruct your broker how to vote, in order to ensure the presence of a quorum.
Will my broker vote my shares for me?
Under the rules of the New York Stock Exchange (“NYSE”) applicable to its member firms, your broker will not vote your shares on the election of directors, the approval of the 2021 Equity Incentive Plan, the approval of the 2021 Employee Stock Purchase Plan or the advisory resolution on executive compensation unless they receive instructions from you. If you hold your shares through a broker, it is extremely important that you instruct your broker how to vote your shares. The election of directors (even if not contested), the approval of the 2021 Equity Incentive Plan, the approval of the 2021 Employee Stock Purchase Plan and the non-binding advisory vote on executive compensation are not considered “routine” matters. As such, your broker cannot vote your shares with respect to these proposals if you do not give instructions, although your broker can vote your shares with respect to the ratification of the appointment of independent registered public accounting firm.
How do I register in advance to attend, vote, and submit questions or comments at the annual meeting virtually?
Shareholder of Record: If you are a shareholder of record of the common stock (i.e., your shares are registered directly in your name with Computershare Trust Company, N.A., our transfer agent), you must register in advance to attend the Annual Meeting virtually. Please register to attend the Annual Meeting at http://www.viewproxy.com/EagleBankCorp/2021 by 11:59 PM EDT on May 18, 2021. You will need to enter your name, phone number, virtual control number (found on your proxy card or Notice and Access card) and email address as part of the registration, following which, you will receive an email confirming your registration, as well as the password to attend the Annual Meeting. On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting by logging in using the password you received via email in your registration confirmation at http://www.viewproxy.com/EagleBankCorp/2021/vm (you will need the virtual control number assigned to you in your registration confirmation email). If you wish to vote your shares electronically at the Annual Meeting, you will need to visit http://www.aalvote.com/EGBN during the Annual Meeting while the polls are open (you will need the virtual control number assigned to you in your registration confirmation email).
Beneficial Owner: If you hold your shares “in street name” through a broker, you must register in advance to attend, vote, and submit questions or comments at the Annual Meeting virtually. To register to attend the Annual Meeting, you will need to obtain proxy power (a “legal proxy”) from your broker. A brokerage statement or the voting instruction form you received from your broker will not allow you to attend or vote at the virtual meeting. Please register to attend the Annual Meeting at http://www.viewproxy.com/EagleBankCorp/2021 by 11:59 PM EDT on May 18, 2021. You will need to enter your name, phone number and email address, and provide a copy of your legal proxy (which may be uploaded to the registration website or sent via VirtualMeeting@viewproxy.com as part of the registration), following which, you will receive an email confirming your registration, your virtual control number, as well as the password to attend the Annual Meeting. Please note, if you do not provide a copy of the legal proxy, you may still attend the Annual Meeting but you will be unable to vote your shares electronically at the Annual Meeting. On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting by logging in using the password you received via email in your registration confirmation at http://www.viewproxy.com/EagleBankCorp/2021/vm (you will need the virtual control number assigned to you in your registration confirmation email). If you wish to vote your shares electronically at the Annual Meeting, you will need to visit http://www.aalvote.com/EGBN during the Annual Meeting while the polls are open (you will need the virtual control number assigned to you in your registration confirmation email).
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What if I have trouble accessing the meeting virtually?
The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. Please be sure to check in by 9:30 A.M. EDT on May 20, 2021, the day of the Annual Meeting, so that Alliance Advisors LLC ("Alliance") may address any technical difficulties before the Annual Meeting live audio webcast begins.
If you encounter any technical difficulties accessing the virtual meeting platform on the meeting day, please email VirtualMeeting@viewproxy.com or call 866-612-8937. Technical support will be available starting at 9:00A.M. EDT on May 20, 2021.
How many votes do I have?
You have one vote for each share of common stock you hold as of the record date on each matter submitted for the vote of shareholders. You do not have the right to cumulate votes in the election of directors.
What is the quorum requirement for the meeting?
Representation, by virtual attendance or proxy, of holders of at least a majority of the total number of outstanding shares of common stock is necessary to constitute a quorum at the meeting.
How will proxies be voted and counted?
Properly executed proxies received by the Company in time to be voted at the meeting will be voted as you specify. If you do not specify how you want your shares voted, proxies will be voted:
FOR the election of all the nominees for election as directors;
FOR the ratification of the appointment of Crowe LLP;
FOR the approval of the 2021 Equity Incentive Plan;
FOR the approval of the 2021 Employee Stock Purchase Plan; and
FOR the non-binding, advisory resolution approving the compensation of our named executive officers.
We do not know of any other matters that will be brought before the meeting. If other matters are properly brought before the meeting, the persons named in the proxy intend to vote the shares to which the proxies relate in accordance with their best judgment.
The Inspector of Election appointed for the meeting will determine the presence of a quorum and will tabulate the votes cast at the meeting. Abstentions will be treated as present for purposes of determining a quorum, but as unvoted for purposes of determining the approval of any matter submitted to the vote of shareholders. If a broker advises the Company that it cannot vote on a matter because the beneficial owner has not provided voting instructions and it does not have discretionary voting authority on a particular matter, this is a “broker non-vote” with respect to that matter. Shares subject to broker non-votes will be counted as shares present or represented at the meeting for purposes of determining whether a quorum exists; however, such shares will not be considered as present or voted with respect to the matters on which the broker does not have the power to vote.
Can I revoke my proxy after I submit it?
Yes. You may revoke your proxy or change your vote at any time before it is voted at the meeting by:
granting a later proxy with respect to the same shares;
sending written notice to Jane E. Cornett, Corporate Secretary of the Company, 7830 Old Georgetown Road, Third Floor, Bethesda, Maryland 20814 at any time prior to the proxy being voted; or
voting at the meeting.
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Your attendance at the virtual meeting will not, in itself, revoke your proxy. If your shares are held in the name of your broker, please see the voting form provided by your broker for additional information regarding the voting of your shares.
What votes are required to approve the election of directors and the other proposals?
Under our Articles of Incorporation and Bylaws, directors are elected at the Annual Meeting by a plurality of the votes cast in the election. Since this is not a contested election, nominees who do not receive more votes cast for their election than votes withheld or cast against their election must submit their resignation after certification of the vote. Ratification of the appointment of our independent registered public accounting firm, approval of the 2021 Equity Incentive Plan and approval of the 2021 Employee Stock Purchase Plan, and approval of the nonbinding, advisory resolution on compensation of our named executive officers requires the affirmative vote of a majority of the votes cast on such matters. Abstentions and broker non-votes will not be counted as votes cast and so will have no effect on the outcome of the vote on any of the proposals.
How are proxies being solicited?
In addition to the use of these proxy materials, proxies may also be solicited personally or by telephone by officers, employees or directors of the Company or its subsidiary, EagleBank, who will not receive any special compensation for their services in soliciting proxies. Additionally, we have engaged Alliance, a proxy solicitation firm, to assist us in the distribution of proxy materials and the solicitation of votes. We will pay Alliance a base fee of $9,000, plus per-call fees and reimbursement of its out-of-pocket expenses for its services. We may also reimburse brokers, custodians, nominees and other fiduciaries for their reasonable out-of-pocket and clerical costs for forwarding proxy materials to their principals. The cost of this proxy solicitation is being paid by the Company.
How can I find out the results of the voting at the annual meeting?
Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days after the day final results are available.
What does it mean if I receive more than one set of materials?
This most likely means you hold shares of common stock in more than one way. For example, you may own some shares directly as a shareholder of record and other shares through a broker, or you may own shares through more than one broker. In these situations, you may receive multiple sets of proxy materials or Notice and Access cards. In order to vote all the shares you own, you must complete, sign, and return all of the proxy cards or voting instruction forms, or follow the instructions for any alternative voting procedure on each of the Notice and Access cards or voting forms you receive. Each proxy card or voting instruction form you receive should come with its own prepaid return envelope. If you vote by mail, make sure you return each voting form in the return envelope that accompanied that voting form.
Why aren’t all of the shareholders who are in my household getting their own copy of the proxy materials?
In some cases, only one set of the proxy materials is delivered to multiple shareholders sharing an address. However, this delivery method, called “householding,” is not used if we have received contrary instructions from one or more of the shareholders. We will deliver promptly, upon written or oral request, a separate copy of this proxy statement and the Annual Report to a shareholder at a shared address to which a single copy of the documents were delivered. To request a separate delivery of these materials now or in the future, you should submit a written request to: Jane E. Cornett, Corporate Secretary, at the Company’s executive offices, 7830 Old Georgetown Road, Bethesda, Maryland 20814, or by calling (301) 986-1800. Additionally, any shareholders who are presently sharing an address and receiving multiple copies of shareholder mailings and who would prefer to receive a single copy of such materials may let us know by directing that request to us in the manner provided above.

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About Eagle
Introduction
The Company, headquartered in Bethesda, Maryland, was incorporated under the laws of the State of Maryland on October 28, 1997, to serve as the bank holding company for EagleBank. The Company was formed by a group of local businessmen and professionals with significant prior experience in community banking in the Company's market area, together with an experienced community bank senior management team.
The Bank operates as a community bank alternative to the super-regional financial institutions, which dominate the Bank’s primary market area, which is the Washington, D.C. metropolitan area. The market is the 6th largest regional economy in the United States. The Bank operates a commercially oriented business model and has expertise in commercial real estate lending and delivering services to small and mid-sized businesses and non-profit organizations. The Bank also provides consumer banking services including residential mortgage lending to individuals. The cornerstone of the Bank’s philosophy is to provide superior, personalized service to its clients. The Bank focuses on relationship banking, providing each client with a number of services, familiarizing itself with, and addressing, client needs in a proactive, personalized fashion. The Bank’s businesses model allows it to operate a branch light strategy with the expense savings from a smaller branch system being invested in quality, well trained personnel and IT systems delivering convenience and security to our customers. The Company’s capital ratios are well above those required to be considered well capitalized. The Board of Directors is committed to building upon the Company’s 23 years of successful operations by providing oversight of the Banks’s strategy and operations, and maintaining the highest standard of corporate governance.

Our Mission
We have a mission to be the most respected and profitable community bank in the Washington, D.C. metropolitan area. To do this, we put relationships first and relentlessly deliver the most compelling service and value.

Our Values Put Relationships F•I•R•S•T
Flexible
We begin our relationships based on our time-tested tradition of listening to our customer, collaborating with colleagues and designing a comprehensive, creative solution that brings value to and appreciation from our customer. We enhance the relationship with empowered ‘YES, We Can’ service and live up to our strong belief that formulas do not make good banking sense, relationships do. We are entrepreneurial – it is our differentiator.
Involved
We build our relationships by developing a rapport that is based on partnership, mutual respect and a desire to delight. We are unwavering in our commitment to the goals and growth of our customers, colleagues and community through volunteerism. We believe that doing the little extras and staying involved with our customer demonstrates our difference.
Responsive
We shape our relationships by taking ownership for being ever-responsive, from beginning to end, day in and day out. We understand that reliable, accurate and time-sensitive communication is fundamental to preserving reputation and relationships, internally and externally.
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Strong
We strengthen our relationships each time we are called upon for our expertise and know-how. We are committed to enhancing our professional knowledge in order to remain credible, current and strong partners with our customers, colleagues and community. Our history of sustaining a well-capitalized and profitable position emphasizes our strength and reinforces our relationships. We believe that diversity of talent equals diversity of thought, and only serves to strengthen our role as community builders.
Trusted
We uphold our relationships with honesty, openness and reliability. Our actions reflect our values, and underscore our commitment to a diverse and inclusive environment. We can be counted on to do the right thing. We understand that underlying a sound, long- lasting relationship is the essential element of trust. Trust can be lost in a moment, so we are vigilant in our actions and words.

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Corporate Social and Environmental Responsibility
Since its founding in 1998, EagleBank has been committed to principles of community engagement, inclusiveness and sustainability. The following summary sets forth the activities undertaken by the Bank that reflect its leadership with regards to social and environmental responsibility.
Economic Development Activities
EagleBank is recognized as one of the leading commercial real estate lenders in the Washington metropolitan area, but we are more than that. We aim to meet the banking and credit needs of all the communities in which we conduct business. Assisting low and moderate-income individuals and organizations as well as supporting consumers and small businesses in transitional neighborhoods is key to meeting the mission of the Bank.
Affordable Housing: We take a special interest in helping our local communities provide affordable housing. Specialized programs and projects we have financed include:
EagleBank offers a broad range of lending programs that promote affordable and sustainable home ownership for low and moderate income individuals and families – as well as those with limited down payment capacity. EagleBank offers no and low down payment programs such as FHA Lending, Freddie Mac's HomePossible, Fannie Mae's HomeReady, Maryland Mortgage Programs, DC Open Doors Home Purchase Assistance Program, Employer Assisted Housing, the Landed Program, and the Federal Home Loan Bank down payment grant program. These programs foster home ownership in Maryland, Virginia and the District of Columbia. In 2020, the EagleBank Residential Lending Division originated 3,011 mortgage loans of which 10%, totaling over $96 million, were financed through affordable home loan and assistance programs.
EagleBank residential lending team partnered with a local government agency and various organizations to conduct multiple financial literacy events to educate low and moderate income individuals and families on obtaining affordable housing, down payment assistance and/or credit improvement.
In addition to loans, EagleBank has from its own portfolio invested $53 million in Community Reinvestment Act qualified bonds, which funded 170 single family mortgages in low and moderate income census tracts throughout the Washington metropolitan area. In addition the Bank has committed over $70 million to purchasing Low Income Housing Tax Credits which help to finance 27 different low and moderate income multifamily apartment buildings in our region.
In 2020, EagleBank also originated 20 community development loans totaling $81.3 million to institutions that provide housing for low and moderate income individuals.
EagleBank committed $5 million to the Washington Housing Initiative Impact Pool, which invest in the preservation and creation of affordable workforce housing in the region.
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Small Business Lending: Small business support has always been a cornerstone of EagleBank’s commitment to the Washington, D.C. region.
EagleBank has been a Small Business Administration ("SBA") Lender over the last two decades and provides financing under both the 7a and 504 programs offered by the SBA.
The Bank has relationships with state and local governments and government agencies, and has worked with them to develop cooperative economic development programs. With Montgomery County, Maryland we worked to design the Small Business Plus! Program in which the County places deposits in local banks and participating banks commit to make loans to local small businesses. Since the inception of the program in 2012 the Bank has made 1,090 loans totaling $813 million in small business loans, excluding loans originated under the SBA's Paycheck Protection Program.
In 2020, we actively participated in the SBA's Paycheck Protection Program ("PPP") originating loans to over 1,400 small businesses. At the peak at the end of the 3rd quarter, we had PPP loans outstanding of $456 million. As we start 2021, we are focused on helping those clients through the forgiveness process as well as through the current round of the PPP.
Environment
EagleBank has long been committed to sustainability.
EagleBank has provided clean energy financing for two projects as part of the Department of Energy and Environment’s Property Assessed Clean Energy (PACE) program. One of the financings is among the nation’s largest single PACE financing notes issued for clean energy. This $25 million note financed the installation of state-of-the-art energy and water efficiency measures, specifically an 884 KW solar array and storm water retention systems at D.C. United’s 20,000 seat soccer stadium.
As our business model focuses on having fewer branches, our need for paper is reduced in comparisons to peers of similar asset size. EagleBank has recycling programs in place across all of our locations, which includes paper and plastic products. Also, the Bank is a sponsor of the Bethesda Recycles Project which provides recycling bins to Downtown Bethesda.
Philanthropy
EagleBank believes in giving back and in fostering good corporate citizenship. As a result, EagleBank dedicates resources to the community through the EagleBank Foundation which raises money for breast cancer research and treatment, survivorship and caregiver knowledge, as well as for other cancers.
Since inception, the EagleBank Foundation has provided over $4.6 million to area hospitals for the ongoing fight against breast cancer, The Wellness Center, The Berm Foundation, Drive to Cure and the Children’s Inn at NIH. More recently, the EagleBank Foundation has been targeting COVID-19 relief. In April 2020, the EagleBank Foundation allocated $50,000 in emergency aid to George Mason University students displaced by the COVID-19 pandemic; and in May 2020 announced a $100,000 donation to area hospitals, food banks and first responder aid organizations fighting COVID-19. The funds helped secure PPE, hospital in-room technology for healthcare staff, and meals for families in the community
The EagleBank Foundation also offers the Matching Gifts Program to support employees in their contributions to worthy causes. The program matches 1-for-1 contributions made by employees to eligible 501(c)(3) organizations up to a maximum of $100 per year, per employee.
In addition to the efforts of the Foundation, in 2020 EagleBank provided about $560,000 in contributions or sponsorship funding to many civic and non- profit organizations in the Washington, D.C. metropolitan area.
We are committed and proud to promote volunteerism as a way to enrich our communities, build teamwork and enhance the lives of customers and team members throughout the region. In 2020, our employees spent 5,700 hours supporting 70 diverse organizations throughout Northern Virginia, Suburban Maryland and the District of Columbia.
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Equal Opportunity, Education and Employee Development
Human capital management is a critical component of our sustainability programs and a key driver of our Company’s success. EagleBank takes a Total Reward approach in attracting, retaining and rewarding its employees. Our average employee tenure is over 5 years with 23% of our staff having 10 or more years of service with the Company.
We provide equal employment opportunity for all persons in regards to hiring, working conditions, compensation, benefits and appointments for advancement and training and development. EagleBank partners with and supports local veteran, disability and workforce readiness programs. Managers receive training on equal employment, unconscious bias, retaliation and harassment.
We value diversity at every level of the organization. Of our total work force, 59% are women and 61% are racial and ethnic minorities. In 2020, 53% of our hires were from diverse groups, including women, racial and ethnic minorities, veterans and peoples with disabilities.
In 2020, we formed a Diversity and Inclusion (D&I) Council to identify areas of opportunity and programs to support these efforts. The D&I Council is comprised of 16 employees from across the company.
Near the end of 2020, we conducted an anonymous employee engagement survey on culture, management, career opportunities, compensation, and benefits. The results of the survey will help us set goals and create incentives to improve Eagle’s work environment and team member satisfaction. These initiatives are extremely important to the continued success of the Company and have the full support of both management and the Board.
We promote professional development by offering an array of on-demand courses, instructor led courses and resource materials on a number of topics that enable employees to grow their careers including an Education Assistance Program.
Scholarship programs and professional internships have always been a component of the Company’s approach to development. We provide $25,000 in scholarships to George Mason University and the Montgomery College Foundation. Students from area colleges and universities also participate in the EagleBank Summer Internship Program offered by our Commercial and Real Estate Lending Divisions (restarting in 2021 after a 1-year hiatus because of COVID-19). Students enrolled in these programs assist with lending projects, data and analytical reporting, and portfolio management services.
Compliance and Ethics
Our culture of integrity starts with our Code of Business Conduct and Ethics (“Code”) which applies to all employees, directors and executive officers of Eagle Bancorp, Inc. and its subsidiaries. In addition, we look to engage with third-parties that share our commitment to our Relationships F-I-R-S-T core values.
New employees are required to complete training on the Code within 30 days from their date of hire and annually acknowledge the Code and the Business Conduct Ethics and Conflicts of Interest Policy. In 2020, completion of both these requirements was 100%.
In addition, role-based in-person and online training was delivered to advance understanding of regulatory and policy requirements of specific compliance areas such as Regulation O, and Related Party Transactions.
Our management team is focused on fostering a culture of trust so that employees at every level feel comfortable speaking up about concerns or potential conflicts of interest. To that end the Ethics Office facilitates a quarterly survey of all employees to disclose potential conflicts of interest and field questions regarding the Code. Employees are strongly encouraged to be proactive in seeking guidance and to promptly contact the Ethics Office with questions regardless of the nature of the matter. Management takes all questions raised seriously and enforces a strict non-retaliation policy.
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All complaints and concerns regarding possible violations of, or non-compliance with, our Code, a policy or a law or regulation, or retaliatory acts against anyone who makes such a complaint or assists in the investigation of such a complaint, may be made directly to the chair of the Audit Committee or by phone or web reporting using our confidential hotline at ethicspoint.com. Reports may be made anonymously.

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Corporate Governance
The Company believes that strong corporate governance practices are a critical component of the management of any successful financial institution and are integral to achieving long term shareholder value. The Board of Directors is committed to conducting business according to the highest standards and actively oversees management to develop the appropriate policies and practices for the Company’s customer interactions, day-to-day operations and participation as a responsible member of our community. The Board monitors best practices and gathers feedback from multiple sources, including our shareholders, to assure our adherence to this commitment.
Key corporate governance principles that the Board has adopted include:
Long standing commitment to corporate governance, social and environmental responsibility
Board oversight of Company strategy and performance
Risk oversight by the Board's Risk Committee
Code of Business Conduct and Ethics
Corporate Governance Guidelines
8 of 10 Directors are Independent under stock exchange rules and Securities and Exchange Commission ("SEC") rules
Separation of Chief Executive Officer (“CEO”) and Chair of the Board
Independent Lead Director
Diversity of Board membership
Active shareholder engagement process
Board and Committee authority to retain independent advisors
Executive compensation plans designed to align management with long term shareholder interests
Annual Board and Committee evaluation process
Regular executive session meetings of Independent Directors
Active Board participation in CEO, senior executive and key personnel succession planning
Policy providing for return of incentive compensation (“Clawback Policy”)
Executive incentive compensation plans include long term time-vested equity awards and performance-vested equity awards
Critical corporate governance practices that the Company has enacted include:
Annual election of Board members
Majority approval required for Director elections (resignation if majority approval is not received)
Annual “Say-on-Pay” advisory votes on executive compensation
No shareholder rights plan (“Poison Pill”)
Double trigger clause on executive severance change-of-control payments
Share ownership requirements for Directors and Executive Officers
Policies prohibiting hedging and short sales, and limiting pledging of Company stock
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Later sections of this proxy statement provide further details of our corporate governance policies and procedures, our approach to managing risk within the Company, the design of our executive compensation plans, the goals and performance of each named executive officer and the resulting compensation awarded to each executive. Copies of the Code of Business Conduct and Ethics can be found at http://ir.eaglebankcorp.com/govdocs.

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Board Oversight of Social Initiatives and Corporate Governance Matters
The Board's Governance and Nominating Committee reviews and provides oversight with respect to the Company's strategy and initiatives related to environmental, social and governance ("ESG") matters.
The Chairman of the Compensation Committee participated in the majority of the shareholder outreach calls to institutional investors. The primary focus of these calls was to discuss shareholder questions regarding executive compensation as well as ESG matters. Additionally, two members of the Compensation Committee are the liaisons between the Board and the D&I Counsel.

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Shareholder Engagement
Our Engagement Process
Our Board and management are committed to engaging with our shareholders and soliciting their views and input on important performance, corporate governance, executive compensation, and other matters.
Year-Round Engagement and Board Reporting. Our management team and board members conduct outreach to shareholders and other stakeholders throughout the year and inform our Board about the issues that matter most to them. Our 2020 and early 2021 engagement efforts included feedback from institutional shareholders, retail shareholders, fixed income investors, proxy advisory firms, consultants and investor relations professionals. Our outreach process took the form of direct conversations with shareholders and stakeholders as well as quarterly earnings calls, investor conferences, non-deal road shows and our annual shareholder meeting. Our publications and communications with shareholders and stakeholders took the form of an Annual Report, Proxy Statement, regular SEC filings, press releases and our corporate web site.
Transparency and Informed Corporate Governance Enhancements. Our Board regularly reviews our corporate governance practices and policies, including our shareholder engagement practices, with an eye toward continual improvement. Shareholder input is shared with our Board, facilitating a dialogue that provides shareholders with insight into our corporate governance practices and informs them of our Company’s enhancement of those practices. In addition to considering shareholder sentiments, our Board reviews the voting results of our Annual Meetings, the corporate governance practices of our peers and other companies, and current trends in corporate governance.
Outreach to Shareholders. We value the opinion of our shareholders and for the last six years have conducted an outreach program to our shareholders to encourage an open dialogue on executive compensation and ESG matters relevant to our business. As a result of these conversations, we have made many substantial changes to our compensation and corporate governance practices. Greater detail can be found later in this proxy statement, in the Compensation Discussion and Analysis section.
Our recent shareholder engagement has been an important source of guidance for the Company, and we intend to continue such efforts.
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The Shareholder Engagement Process

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Shareholder Communications
If you wish to communicate with the Board of Directors or an individual director, you can (a) write to Eagle Bancorp, Inc., 7830 Old Georgetown Road, Bethesda, Maryland 20814, Attention: Jane E. Cornett, Corporate Secretary, (b) email jcornett@eaglebankcorp.com (c) call (301) 986-1800 or (d) go to https://ir.eaglebankcorp.com/corporate-profile/default.aspx, click “Contact Us” in the upper right hand corner. Your letter should indicate that you are a shareholder, and whether you own your shares as a registered holder or in street name. Depending on the subject matter, management will: (a) forward the communication to the director or directors to whom it is addressed; (b) handle the inquiry directly or delegate it to appropriate employees, such as where the communication is a request for information, a stock related matter, or a matter related to the ordinary course of conduct of the Company’s banking business; or (c) not forward the communication where it is primarily commercial or political in nature, or where it relates to an improper, frivolous or irrelevant topic.

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WRITECALLEMAILWEB
Corporate Secretary

Eagle Bancorp, Inc.

7830 Old Georgetown Road, 3rd Floor Bethesda, Maryland 20814
(301) 986-1800jcornett@eaglebankcorp.comhttps://ir.eaglebankcorp.com/corporate-profile/default.aspx
click “Contact Us” in the upper right hand corner

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Voting Securities and Principal Shareholders
Ownership of Securities by Directors, Nominees and Officers
The following table sets forth certain information concerning the number and percentage of whole shares of the Company’s common stock beneficially owned by its directors, its executive officers whose compensation is disclosed in this proxy statement ("named executive officers" or "NEO's"), and by its directors and all executive officers as a group, as of March 25, 2021. Except as otherwise indicated, all shares are owned directly, the named person possesses sole voting and sole investment power with respect to all such shares, and none of such shares are pledged as security. Unvested shares of restricted stock (time-vested only) are included in ownership amounts.
NamePositionShares
Percentage(1)
Directors
Matthew D. BrockwellDirector of Company and Bank6,881*
Steven J. FreidkinDirector of Company and Bank1,551*
Ernest D. JarvisDirector of Company and Bank1,552*
Theresa G. LaPlacaDirector of Company and Bank
9,869 (2)
*
A. Leslie LudwigDirector of Company and Bank
17,349 (3)
*
Norman R. PozezExecutive Chairman of Company and Bank
102,018 (4)
*
Kathy A. RaffaDirector of Company and Bank24,442*
Susan G. RielPresident, Chief Executive Officer and Director of Company and Bank
243,179 (5)
*
James A. SolteszDirector of Company and Bank24,687*
Benjamin M. SotoDirector of Company and Bank
20,715 (6)
*
Other Named Executive Officers
Charles D. LevingstonExecutive Vice President, Chief Financial Officer of Company and Bank18,082*
Antonio F. Marquez
Executive Vice President of Company; SEVP, President of Commercial Banking
38,130 (7)
*
Lindsey S. Rheaume
Executive Vice President of Company; EVP, Chief Lending Officer – Commercial and Industrial of Bank
17,049*
Janice L. WilliamsExecutive Vice President of Company; SEVP, Chief Credit Officer of Bank80,649*
Other Executive Officers (2 officers)4,622*
All Directors and Executive Officers as a Group (16 persons)610,775 1.91%
*-less than one percent ownership.
(1)Represents the percentage of 31,960,605 shares issued and outstanding as of March 25, 2021. Certain shares beneficially owned by the Company’s directors and executive officers may be held in accounts with third party firms, where such shares may from time to time be subject to a security interest for margin credit provided in accordance with such firm’s policies.
(2)Includes 100 shares held jointly with Ms. LaPlaca's spouse.
(3)Includes 250 shares held by Ms. Ludwig's IRA.
(4)Includes 26,164 shares held by Mr. Pozez’s IRA.
(5)Includes 58,410 shares held jointly with Ms. Riel’s spouse.
(6)Includes 2,050 shares held jointly with Mr. Soto's spouse.
(7)Includes 22,315 shares held jointly with Mr. Marquez’s spouse and 2,000 shares held in Trust.

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Beneficial Owners of More than 5% of the Common Stock of the Company
The entities listed in the table below were beneficial owners of 5% or more of the shares of the Company's Common Stock outstanding as of December 31, 2020, based on information filed with the SEC. Except as set forth below, the Company knows of no other person or persons who may beneficially own in excess of five percent of the Company’s common stock.
NameAddressSharesPercent of Class
BlackRock, Inc.(1)
55 East 52nd Street, New York, NY 10055 4,756,32314.8%
The Vanguard Group(2)
100 Vanguard Boulevard, Malvern, PA 193553,212,61610.11%
Wasatch Advisors, Inc.(3)
 505 Wakara Way, 3rd Floor, Salt Lake City, UT 841083,012,0529.5%
(1)Based solely on Schedule 13G/A filed on January 26, 2021. The Schedule 13G/A indicates that BlackRock, Inc. has sole voting power with respect to 4,705,725 of these shares, shared voting power with respect to none of these shares, sole dispositive power with respect to all of these shares and shared dispositive power with respect to none of these shares.
(2)Based solely on Schedule 13G/A filed on February 10, 2021. The Schedule 13G/A indicates that The Vanguard Group has sole voting power with respect to none of these shares, shared voting power with respect to 32,389 of these shares, sole dispositive power with respect to 3,150,548 of these shares and shared dispositive power with respect to 62,068 of these shares.
(3)Based solely on Schedule 13G/A filed on February 11, 2021. The Schedule 13G/A indicates that Wasatch Advisors, Inc. has sole voting and dispositive power with respect to all of these shares.

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Executive Officers Who Are Not Directors
Set forth below is certain information regarding persons who are executive officers of the Company and who are not directors of the Company. Except as otherwise indicated, the occupation listed has been such person’s principal occupation for at least the last five years.
Jeffery M. Curry
Mr. Curry, 65, Executive Vice President & Chief Risk Officer of the Bank, joined the Company in June 2020. Prior to this, he was Managing Director for the Risk and Finance Advisory Practice in Deloitte’s Banking and Capital Markets Group, where he focused on the development of ERM and risk-category-specific corporate governance structures and management frameworks, from 2013 to 2020. He also served as Managing Director at FTI Consulting. He holds a B.S. in Finance and Accounting and an M.S. in Finance-Investments and Capital Markets from the University of Wisconsin, Madison.
Charles D. Levingston, CPA
Mr. Levingston, 41, Executive Vice President and Chief Financial Officer of the Bank and Company since April 2017, previously served as Executive Vice President of Finance at the Bank. Mr. Levingston, a Certified Public Accountant, served in various financial and senior management roles at the Bank prior to his current role. Mr. Levingston joined the Bank in January 2012, and previously worked at The Federal Reserve Banks of Atlanta and Philadelphia as a commissioned Bank Examiner, and at PriceWaterhouseCoopers as a Manager in the Advisory practice. He has over 19 years of experience in the banking industry.
Antonio F. Marquez
Mr. Marquez, 62, Senior Executive Vice President and President of Commercial Banking since February 2020, and formerly Chief Lending Officer - Commercial Real Estate of the Bank, and Executive Vice President of the Company, joined the Company in August 2011. Mr. Marquez has over 35 years of experience in the banking industry. Prior to joining the Company, he established the real estate lending franchise for HSBC for the Washington, D.C. market. Earlier he was the head of Commercial Real Estate lending at Chevy Chase Bank from 1997 to 2005 and previously held various lending positions at The Riggs National Bank in Washington, D.C. after starting his career at the Chase Manhattan Bank in New York.
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Lindsey S. Rheaume
Mr. Rheaume, 60, Executive Vice President and Chief Lending Officer – Commercial and Industrial of the Bank and Executive Vice President of the Company, joined the Company in December 2014. Prior to joining the Company, he served as Relationship Executive for JPMorgan Chase, responsible for business development in the Washington, D.C., suburban Maryland and Northern Virginia market. Previously, he served as Executive Vice President and Commercial Lending Manager at Virginia Commerce Bank, which was acquired by United Bankshares, Inc. in 2014, where he managed the bank's entire commercial and industrial lending activities. Earlier in his career, he held various senior commercial lending, credit, and leadership positions with SunTrust Bank, GE Capital and Bank of America.
Paul Saltzman, Esquire
Mr. Saltzman, 60, is Executive Vice President and Chief Legal Officer. He joined the Company in January of 2020 and is responsible for all non-credit legal activities of the Company and the Bank. Mr. Saltzman had most recently been a partner in the Banking and Financial Institutions Advisory Practice at White & Case since mid-2018. Prior to that he was Vice Chairman at Deutsche Bank from 2015 to 2018, where he helped lead capital stress testing, regulatory remediation and transaction banking in the Americas region. From 2010 to 2015, Mr. Saltzman also served as General Counsel of The Clearing House Payments Company, and President and General Counsel of its then affiliated trade association (now Bank Policy Institute). He holds a B.A. from Clark University and a J.D. from the Boston University School of Law and is a member of the New York State Bar.
Janice L. Williams, Esquire
Ms. Williams, 64, Senior Executive Vice President and Chief Credit Officer of the Bank since February 2020, and formerly Executive Vice President – Chief Credit Officer of the Bank and Vice President of the Company, has served with the Company as Credit Officer, Senior Credit Officer, and Chief Credit Officer since 2003. Prior to employment with the Bank, Ms. Williams served with Capital Bank, Sequoia Bank, and American Security Bank. Additionally, Ms. Williams, a graduate of Georgetown University Law Center and a Member of the Maryland Bar, was previously employed in the private practice of law in Maryland.

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Proposal 1: Election of Directors
The Board of Directors has nominated ten persons for election as directors at the 2021 Annual Meeting, for a term until the 2022 Annual Meeting of Shareholders or until their successors have been elected and qualified.
Average age of independent directors: 57 years
Independent directors: 80% of board
Board refreshment: 9 new directors in last five years
Board representation by women: 40%
Board representation by racial and ethnic minorities: 20%
We are presenting for election by the shareholders the following ten nominees to our Board of Directors. We are proud of our Board members and the diversity found in the group.
Name
Age
Director Since
Independent
Principal Occupation
Committee Membership
Mathew D. Brockwell
59
2019
Yes
Retired Audit Partner - PricewaterhouseCoopers, LLP
Governance & Nominating (Chair)
Audit
Risk
Steven Freidkin372021YesCEO and Founder of NtivaRisk
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Name
Age
Director Since
Independent
Principal Occupation
Committee Membership
Ernest D. Jarvis582021YesManaging Principal of Jarvis Commercial Real Estate
Theresa G. LaPlaca(1)
61
2019
Yes
Retired Executive Vice President – Wells Fargo & Company
Risk (Chair)
Audit
A. Leslie Ludwig(2)
592019YesCo-founder – L&L Advisors
Compensation (Chair)
Norman R. Pozez662008NoChairman and CEO – Uniwest Companies, Inc.Risk
Kathy A. Raffa622018YesOffice Managing Partner – Marcum, LLP
Audit (Chair)
Governance & Nominating
Susan G. Riel712017NoPresident & CEO: Eagle Bancorp And EagleBank
James A. Soltesz(3)
662019YesCEO – Soltesz, Inc.
Compensation
Governance & Nominating
Benjamin M. Soto522019YesPrincipal of Premium Title and Escrow, LLCCompensation
(1)Ms. LaPlaca resigned as Lead Independent Director effective April 1, 2021.
(2)Ms. Ludwig resigned from the Risk Committee effective January 1, 2021.
(3)Mr Soltesz became the Lead Independent Director on April 1, 2021.

Unless you vote AGAINST, or ABSTAIN with respect to, one or more nominees for election as director, all proxies received in response to this solicitation will be voted for the election of the nominees. Each of the nominees for election as a director currently serves as a member of the Board of Directors and as a member of the Board of Directors of the Bank. Each nominee has indicated a willingness to serve if elected. However, if any nominee becomes unable to serve, the proxies received in response to this solicitation will be voted for a replacement nominee selected in accordance with the best judgment of the persons named as proxies.
The rules of The Nasdaq Stock Market (“Nasdaq”) require that a majority of the members of the Board be “independent directors.” The Board of Directors has determined that each director and nominee for election as director, other than Mr. Pozez and Ms. Riel, is an “independent director” as that term is defined in Rule 5605(a)(2) of the Nasdaq rules. The Board has also considered whether the members of the Audit and Compensation Committees are independent under the heightened standards of independence required by Sections 5605(c)(2)(A) and 5605(d)(2)(A), respectively, of the Nasdaq rules, and has determined that they are. Additionally, each of the persons who served on the Board of Directors during 2020 (including any person who was not a member of the Board of Directors as of December 31, 2020), was independent within the meaning of Rule 5605(a)(2), other than Mr. Pozez and Ms. Riel. In making these determinations, the Board of Directors was aware of and considered the loan and deposit relationships with directors and their related interests which the Company enters into in the ordinary course of its business, the arrangements that are disclosed under “Certain Relationships and Related Party Transactions” in this proxy statement, and the compensation arrangements described under “Director Compensation.”
As required under applicable Nasdaq listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.
Set forth below is information concerning the nominees for election as directors. Except as otherwise indicated, the occupation listed has been such person’s principal occupation for at least the last five years. Each of the nominees also serves as a director of the Bank as it is the Company’s policy to have the same members on each of the boards of the Company and the Bank.

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Nominees for the Board of Directors
Matthew D. Brockwell - (RETIRED) AUDIT PARTNER AT PRICEWATERHOUSECOOPERS LLP (PWC)
Matthew Brockwell is a former Audit Partner at PricewaterhouseCoopers LLP (PwC). Prior to his retirement in 2019, he was a Financial Services Audit Partner and previously held positions in PwC’s Washington, D.C. Region Financial Services practice. He has over 35 years of experience working with financial services firms in the US and abroad. His practice included both SEC registered and privately held companies, as well as both foreign and US government agencies.
Mr. Brockwell obtained a B.A. from the University of Oklahoma, an MBA from the Columbia Graduate School of Business and attended both the Wharton School- Boards That Lead and the Stonier Graduate School of Banking.
Steven Freidkin - CEO AND FOUNDER OF NTIVA, INC.
Steve Freidkin is the CEO and founder of Ntiva, Inc., a full-service technology firm that provides businesses with advanced technology expertise and support, including managed IT services, strategic consulting, cloud services, cyber security, and telecom solutions. Since its founding in 2004, Ntiva's primary offices have been in McLean, VA with additional locations added in Washington, DC, Columbia, MD, Chicago, IL, New York, South Florida, West Virginia, and Southern California as the company expanded. Mr. Freidkin’s current focus is working with Ntiva clients to align their organizational initiatives and growth efforts with technology, developing strategic growth plans for Ntiva, identifying opportunities for business development, and creating an environment for top technical talent to develop.
Mr. Freidkin attended the Smith School of Business at the University of Maryland.
Ernest D. Jarvis - MANAGING PRINCIPAL OF JARVIS COMMERCIAL REAL ESTATE
Ernie Jarvis is the Managing Principal of Jarvis Commercial Real Estate, a commercial real estate brokerage company he launched in 2016. Previously, Jarvis was a Senior Vice President & D.C. Leader at First Potomac Realty Trust in Washington, D.C. Prior to that, Ernie led CBRE’s D.C. office, one of the largest U.S. offices across the CBRE platform. A lifelong resident of Washington, D.C., Mr. Jarvis has taken an active role in the business community and has served in leadership positions in several prominent organizations, including the Greater Washington Board of Trade, where he serves on the board, and the District of Columbia Building Industry Association (DCBIA), where he served as President.
Mr. Jarvis is a graduate of Southeastern University.
Theresa G. LaPlaca - (RETIRED) EXECUTIVE VICE PRESIDENT AT WELLS FARGO
Theresa G. LaPlaca is a former Executive Vice President at Wells Fargo & Company. Prior to her retirement in 2019, she was the Executive Vice President and Head of the Conduct Risk Management Group and a member of the Management Committee at Wells Fargo. Prior to that she was the Chief Financial Officer of Wells Fargo’s Wealth and Investment Management businesses. Ms. LaPlaca previously served as the Chief Financial Officer for CitiStreets Retirement Services Division. She is a past member of the Queens University of Arts Advisory Board and previously served as a Board Director and Treasurer of the Nevins Foundation and the St. Anthony Foundation of Charlotte.
Ms. LaPlaca obtained a Bachelors in Education from Shenandoah University.

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A. Leslie Ludwig - CO-FOUNDER OF L&L ADVISORS
A. Leslie Ludwig is the co-founder of L&L Advisors, a commercial real estate consulting firm, and a retired Partner and Chairperson of the Management Committee at JBG Smith (formerly The JBG Companies), where she oversaw the Finance, Accounting, Human Resources, Investor Reporting, Insurance and Marketing functions. Prior to joining The JBG Companies, she was Senior Vice President at Wachovia Bank, serving as a Commercial Real Estate Relationship Manager. Ms. Ludwig is a member of CREW (Commercial Real Estate Women), and formerly on the Investment Advisory Committee for the National Multifamily Housing Corporation, the Virginia Tech Real Estate Industry Advisory Board and the Advisory Board of CREW, and has served as Bank Director since 2017.
Ms. Ludwig obtained a B.A. from Frostburg State University.
Norman R. Pozez - EXECUTIVE CHAIRMAN OF EAGLE BANCORP, INC.; EXECUTIVE CHAIRMAN OF EAGLEBANK; CHAIRMAN & CHIEF EXECUTIVE OFFICER OF UNIWEST COMPANIES
Norman Pozez is Chairman and Chief Executive Officer of The Uniwest Companies which include, Uniwest Construction, Inc., Uniwest Commercial Realty, Inc., and Uniwest Hospitality, Inc. Prior to these appointments, Mr. Pozez was Chief Operating Officer of The Hair Cuttery of Falls Church, Virginia, and served as Regional Director of Real Estate and Construction for Payless ShoeSource. Mr. Pozez is a licensed Real Estate Broker in Washington, D.C., Maryland and Virginia.
Mr. Pozez obtained an A.B. Degree, magna cum laude, from Washington University in St. Louis and a JD from the Washburn University School of Law.
Kathy A. Raffa - OFFICE MANAGING PARTNER OF MARCUM, LLP'S WASHINGTON, D.C., REGION
Kathy Raffa was the President of Raffa, PC, a top 100 accounting firm based in Washington, D.C., until its merger in 2018 with Marcum, LLP, one of the largest independent public accounting and advisory services firms in the nation. She currently serves as the Office Managing Partner for Marcum’s Washington, D.C. region offices. She is also an audit partner and oversees a wide range of services for nonprofit clients. Prior to Raffa, PC, she spent the first 10 years of her career at Coopers & Lybrand (now PricewaterhouseCoopers). She has a CPA certificate from the District of Columbia and Maryland and is a member of the Board of Trustees of Trinity Washington University.
Ms. Raffa obtained a Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania.
Susan G. Riel - PRESIDENT & CHIEF EXECUTIVE OFFICER OF EAGLE BANCORP, INC.; PRESIDENT & CHIEF EXECUTIVE OFFICER OF EAGLEBANK
Ms. Riel is President and Chief Executive Officer of the Company and Bank. She is responsible for leading the Bank’s overall growth strategies and enhancing shareholder value. Prior to being named CEO in 2019, Ms. Riel was Senior Executive Vice President and Chief Operating Officer of the Bank, and Executive Vice President of the Company. Ms. Riel has been with the Company since 1998, and has been a member of the Company Board of Directors since 2017 and the Bank Board since 2018.
James A. Soltesz - CHIEF EXECUTIVE OFFICER OF SOLTESZ, INC.
James Soltesz has served as Chief Executive Officer of Soltesz, Inc., an engineering and consulting firm, since 2006. He served on the Board of Trustees of Georgetown Preparatory School, Mater Dei School, as a Life Director of the Maryland-National Capital Area Building Industry Association, and the Catholic Charities Foundation. Mr. Soltesz also chairs the Montgomery County Executive Business Advisory Board, and has served as a director of the Bank since 2007.
Mr. Soltesz holds an M.B.A. from the University of Cincinnati, an M.S. in Civil Engineering from Georgia Institute of Technology and a B.S. in Civil Engineering from Purdue University.
Benjamin M. Soto - PRINCIPAL OF PREMIUM TITLE & ESCROW, LLC
Benjamin Soto is a real estate transactions attorney and principal of Premium Title and Escrow, LLC, a Washington, D.C.-based full service title company providing commercial and residential real estate closings in DC, MD and VA. He is also the owner of Paramount Development, LLC, which is focused on the acquisition and ground up development of commercial buildings and hotels in Washington, D.C. He is a
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former board member of the National Bar Association, and the DC Sports and Entertainment Commission, and a former Vice-Chair of the DC Board of Real Property Assessment and Appeals.
Mr. Soto is a Board Director of the DC Chamber of Commerce, the DC Land Title Association, the DC Public Education Fund, National Foundation for Affordable Housing Solutions and the Georgetown Day School. Mr. Soto has served as a Director of the Bank since 2006. Mr. Soto earned a B.S. in Finance & Administration from the American University and a JD from the Washington College of Law.

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Director Skills and Qualifications
ExperienceOther Public CompanyLeader-shipAccount-ing / FinanceDesignated Audit Committee Financial ExpertMergers & Acquisi-tionsCommer-cial Real EstateCompens-ationRisk Manage-mentInfo. Tech.
Mathew D. Brockwell
Steven J. Freidkin
Ernest D. Jarvis
Theresa G. LaPlaca
A. Leslie Ludwig
Norman R. Pozez
Kathy A. Raffa
Susan G. Riel
James A. Soltesz
Benjamin M. Soto

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Board Leadership
The Company structures its Board leadership consistent with the best interests of the Company and its shareholders, and consistent with a culture of corporate trust, integrity, confidence, and overall transparency.
In 2019, the Board decided to separate the roles of Chair of the Board and CEO of the Company, electing Norman R. Pozez as Chair of the Board and naming Susan G. Riel as the President and CEO.
The Board Chair has significant core responsibilities including:
Chairs Board meetings
Chairs the Annual Shareholders Meeting
Guides discussions at Board meetings and encourages director participation and input
Engages with directors between Board meetings to further identify items for consideration
Sets Board meeting schedules and agendas in consultation with the CEO, Chief Legal Officer and Corporate Secretary
Interacts regularly with the CEO, CFO and other members of the senior staff regarding matters relevant to the Board’s oversight responsibilities
Meets frequently with clients and shareholders and communicates necessary feedback to the Board and management.
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Following his election as Chair, Mr. Pozez became intensely involved in the business of the Company in order to ensure a smooth transition in leadership, having meetings with significant customers, attending meetings with investors and investor conferences, interacting with regulatory agencies, and attending Board and management committee meetings. Mr. Pozez initiated a significant restructuring of the Board and its corporate governance activities in preparation for heightened expectations of Board oversight. Significant areas impacted by Mr. Pozez’s leadership include:
Board structure and leadership, including reduced Company and Bank Board membership, augmented with additional talent in corporate governance, risk management and controls
Realignment of Board Committee leadership and membership based on skill sets
Creation of a Risk Committee and risk-based reporting to the Board
Expanded Board training
New Corporate Governance Guidelines

In March 2020, the Board determined that Mr. Pozez’s role should include additional management responsibilities and appointed him Executive Chairman, collaborating with Ms. Riel, our President and CEO, in leading the Company and the Bank. In order to ensure continued independent oversight at the highest levels, the Board of Directors decided to appoint a Lead Independent Director, a role held by Theresa G. LaPlaca during 2020 and by James A. Soltesz beginning on April 1, 2021. The responsibilities of the Lead Independent Director include:
Serve as an independent sounding board on the development and presentation of significant issues, plans and strategies for Board consideration with the Chair
Preside at all meetings of the Board at which the Chairman is not present
Call and preside at all meetings and executive sessions of independent directors
Develop and approve meeting agendas and approve materials for meetings of independent directors
Serve as a conduit of views, concerns and issues between the Chairman and the independent directors
Review Board meeting agendas, pre-read Board materials and other information sent to the Board, and proposed meeting calendars and schedules
Organize and lead the Board’s annual self-assessment, in consultation with the Governance and Nominating Committee
Be available for consultation and direct communication upon the reasonable request of major shareholders
Perform such other duties as the Board may from time to time delegate or assign to assist the Board in the fulfillment of its responsibilities
In connection with Mr. Pozez’s appointment as Executive Chair, the Board revised its Board Committee memberships and appointed new Chairs of the Committees as follows:

Name
Committee Chair
Mathew D. Brockwell
Governance & Nominating
Theresa G. LaPlacaRisk
A. Leslie LudwigCompensation
Kathy A. RaffaAudit

The Company will continue to evaluate its structure and practices to maintain the highest standards of corporate governance.

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Board and Committee Oversight of Risk
One of the many duties of the Board is to oversee the Company’s risk management policies and practices to ensure that the appropriate risk management systems are employed throughout the Company. The Company faces a broad array of risks, including but not limited to credit, interest rate/market, liquidity, operational, technology, compliance/regulatory, legal, reputational and strategic risks. The Board of Directors of the Company, all of the members of which are also members of the Board of Directors of the Bank, is actively involved in the Company’s and Bank’s risk oversight activities. These Directors, working through several chartered committees of the Company Board, including the Risk Committee, with the assistance of chartered management committees, review and approve the policies of the Company and Bank. The Boards of Directors regularly review the minutes and other reports from the Board and Management Committees of the Company and Bank. The Board exercises its role of risk oversight in a variety of ways, including the following:
Board or CommitteeRisk Oversight
Board of Directors
Monitors overall corporate performance, including financial results, the integrity of financial and other controls, and the effectiveness of the Company’s legal, credit, compliance and enterprise risk management programs, risk governance practices, and risk mitigation efforts.
Oversees management’s implementation and utilization of appropriate risk management policies and systems at all levels of the Company.
Reviews risks in the context of the Company’s annual strategic planning and the annual budget review.
Receives reports from management on and routinely considers critical risk topics, including: operational, financial, regulatory, strategic, security, personnel, legal, reputational, and technology/cybersecurity, as well as any emerging risks that might affect the Company.
Audit Committee
Assists the Board in fulfilling its oversight of financial risk exposures and implementation and effectiveness of the Company’s compliance with legal and regulatory requirements, policies and programs.
Oversees qualifications, performance and independence of our Company's independent registered public accounting firm.
Oversees performance of the Company's Internal Audit function and the Chief Audit Executive, and reviews reports from the Chief Audit Executive.
Reviews Quarterly Financial Statements and approves Annual Reporting to the SEC on Form 10K and Quarterly Reporting to the SEC on Form 10Q.
Monitors compliance with the Code of Business Conduct and Ethics and Related Party Transactions Policy.
Reports its discussions to the Board for consideration and action when appropriate.
Compensation Committee
Assists the Board in fulfilling its oversight of risks that may arise in connection with the Company’s compensation programs and practices.
Reviews the design and goals of the Company’s compensation programs and practices in the context of possible risks to the Company’s financial and reputational well-being.
Determines compensation (cash and non-cash) of non-employee directors.
Reviews the Company’s strategies and supporting processes of management succession planning, leadership development, and executive retention.
Reviews, discusses and recommends for inclusion in the Company’s proxy statement, the Compensation Disclosure and Analysis and the Compensation Committee Report appearing in the proxy statement.
Approves all incentive programs, including Senior Executive Incentive Plan (“SEIP”), Long Term Incentive Plan (“LTIP”), and Executive Officer compensation and benefits.
Approves compensation and benefits for Related Parties and employee with the title of executive vice president and above.
Reports its discussions to the Board for consideration and action when appropriate.
Governance & Nominating Committee
Assists the Board in fulfilling its oversight of risks that may arise in connection with the Company’s governance structures and processes.
Conducts periodic evaluations of the Company’s governance practices and Board performance.
Reviews shareholder proposals submitted to the Company.
Identifies qualified Board members and evaluates performance of the Directors.
Reports its discussions to the Board for consideration and action when appropriate.
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Board or CommitteeRisk Oversight
Risk Committee
Assists the Board by providing oversight of the Company’s risk governance framework and risk functions, including the strategies, policies, procedures, processes, and systems established by management to identify, measure, monitor, and manage major risks of the Company.
Promotes a robust and effective risk culture, facilitates Board-level oversight of risk-related issues, and serves as a resource to management by overseeing major risks across the Company and enhancing management’s and the Board’s understanding of the Company’s overall risk appetite and risk management activities and effectiveness.
Monitors emerging risks that might affect the Company and proposes action plans to the Board as deemed necessary.
Makes recommendations to the Board, including those with regard to the overall risk profile and capital of the Company.
Reports its discussions to the Board for consideration and action when appropriate.
The Board of Directors has adopted written charters of the Audit, Governance & Nominating, Risk, and Compensation Committees. Copies of the Committees’ charters can be found at https://ir.eaglebankcorp.com/corporate-overview/documents/default.aspx

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2020 Meetings, Committees, and Procedures of the Board of Directors
Our Board of Directors met eleven (11) times during 2020. All members of the Board of Directors of the Company attended at least 75% of the meetings held by the Board of Directors and all committees on which such member served during 2020 or any portion thereof.
The Board of Directors of the Company has a standing Audit Committee, Compensation Committee, Governance & Nominating Committee and Risk Committee. The following table sets forth the membership of these committees throughout 2020, except where noted, and meeting information for each of these committees during the fiscal year ended December 31, 2020.
Name
Audit Committee
Compensation Committee
Governance & Nominating Committee
Risk Committee
Mathew D. BrockwellXCX
Steven J. Freidkin(1)
Y
Ernest D. Jarvis(1)
Theresa G. LaPlacaXC
A. Leslie Ludwig(2)
CX
Norman R. Pozez(3)
X
Kathy A. RaffaCX
Susan G. Riel
James A. SolteszXX
Benjamin M. Soto X
Leland M. Weinstein(4)
     Number of Meetings in 2020782
5
C: denotes Chair of Committee.
X: denotes member of the Committee at December 31, 2020.
Y: denotes member of the Committee added during 2021.
Note: The Directors Loan Committee of the Bank consists of Mr. Soltesz (Chair), Mr. Jarvis, Ms. Ludwig, Mr. Pozez and Mr. Soto.
(1)Mr. Freidkin and Mr. Jarvis joined the Board of Directors of the Company and the Bank on January 1, 2021.
(2)Ms. Ludwig resigned from the Risk Committee effective January 1, 2021.
(3)Mr. Pozez resigned from the Audit Committee effective March 25, 2020.
(4)Mr. Leland M. Weinstein resigned from the Board of Directors of the Company and Bank effective March 9, 2020.

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Audit Committee
The Audit Committee is responsible for the selection, review and oversight of the Company’s independent registered public accounting firm (occasionally referred to as the “independent accountants”), the approval of all audit, review and attestation services provided by the independent accountants, the integrity of the Company’s financial reporting practices and evaluation of the Company’s internal controls and internal control function and accounting procedures, including review and approval of quarterly and annual filings with the SEC on Forms 10-Q and 10-K and internal audit departments plans and reports. It also reviews audit reports with the Company’s independent accountants. Each member of the Audit Committee is independent, as determined under the definition of independence adopted by Nasdaq for audit committee members in Rule 5605(c)(2)(A). The Board of Directors has determined that Ms. Raffa and Mr. Brockwell are “audit committee financial experts” as defined under regulations of the SEC.
The Audit Committee is also responsible for the pre-approval of all non-audit services provided by its independent accountants. Non-audit services are only provided by the independent auditors to the extent permitted by law. Pre-approval is required unless a “de minimis” exception is met. To qualify for the “de minimis” exception, the aggregate amount of all such non-audit services provided to the Company must constitute not more than five percent of the total amount of revenues paid by the Company to its independent accountants during the fiscal year in which the non-audit services are provided; such services were not recognized by the Company at the time of the engagement to be non-audit services; and the non-audit services are promptly brought to the attention of the committee and approved by one or more members of the committee to whom authority to grant such approval has been delegated by the committee prior to the commencement of the non-audit services.
Compensation Committee
The Compensation Committee makes determinations with respect to salary levels, bonus compensation and equity compensation awards for executive officers, among others. The Compensation Committee has the sole responsibility for determining executive compensation, including that of the named executive officers, and for establishing compensation philosophy. Each member of the Compensation Committee is independent, as determined under the definition of independence adopted by Nasdaq for compensation committee members in Rule 5605(d)(2)(A). The Compensation Committee is also responsible for succession planning for the Company and the Bank.
During 2020, the Compensation Committee retained and worked with Newcleus Compensation Advisors, an executive compensation and benefits consulting firm of national scope and reputation, to advise it in connection with executive compensation decisions.
Governance & Nominating Committee
The Governance & Nominating Committee consists of three members of the Board of Directors who are independent directors within the meaning of Nasdaq Rule 5605(a)(2). The Governance & Nominating Committee is responsible for the evaluation of nominees for election as director, the recommendation to the Board of Directors of director candidates for nomination for election by the shareholders and the evaluation of sitting directors.
The Board has not developed a formal policy for the identification or evaluation of nominees. In general, when the Board determines that expansion or reduction of the Board or replacement of a director is necessary or appropriate, the Governance & Nominating Committee will review, through candidate interviews with members of the Board and management, consultation with the candidate’s associates and other means, a candidate’s honesty, integrity, reputation in and commitment to the community, judgment, personality and thinking style, willingness to invest in the Company, residence, market knowledge, willingness to devote the necessary time, potential conflicts of interest, independence, understanding of financial statements and issues, and the willingness and ability to engage in meaningful and constructive discussion regarding Company issues. The Governance & Nominating Committee will review any special expertise, for example, expertise that qualifies a person as an audit committee financial expert, membership or influence in a particular geographic or business target market, expertise in technology, cybersecurity and risk management or other relevant business experience. The Board of Directors and the Governance & Nominating Committee have not established a specific diversity component in their
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consideration of candidates for director, but strongly recognizes the benefits of having directors with diverse backgrounds and perspectives. In January 2021, two directors were added to the Company Board, one of which identifies as a minority. To date, the Company has not paid any fee to any third party to identify, evaluate, or assist it in identifying or evaluating, potential director candidates.
The Governance & Nominating Committee will consider director candidates nominated by shareholders during such times as the Company is actively considering obtaining new directors, and on the same basis as candidates proposed by the Governance & Nominating Committee, the Board or other sources. Candidates recommended by shareholders will be evaluated based on the same criteria described above. Shareholders desiring to suggest a candidate for consideration should send a letter to the Company’s Corporate Secretary not later than ninety (90) days prior to the month and day one year subsequent to the date that the proxy materials regarding the last election of directors to the Board were mailed to the shareholders and include: (a) a statement that the writer is a shareholder (providing evidence if the person’s shares are held in street name) and is proposing a candidate for consideration; (b) the full name, age, date of birth and contact information (including the business and residence addresses and telephone numbers) for the candidate; (c) a statement of the candidate’s business and educational experience, including a list of positions held for at least the preceding five years; (d) information regarding the candidate’s qualifications to be director, including but not limited to an evaluation of the factors discussed above which the Board will consider when evaluating a candidate; (e) information regarding any relationship or understanding between the proposing shareholder and the candidate; (f) information regarding potential conflicts of interest; and (g) a statement that the candidate is willing to be considered and willing to serve as director if nominated and elected; and (h) a signed representation by each such nominee that the nominee will timely provide any other information reasonably requested by the Company for the purpose of preparing its disclosures in regard to the solicitation of proxies for the election of directors. Because of the limited resources of the Company and the limited opportunity to seek additional directors, there is no assurance that all shareholder proposed candidates will be fully considered, that all candidates will be considered equally, or that the proponent of any candidate or the proposed candidate will be contacted by the Company or the Board. No undertaking to do so is implied by the willingness to consider candidates proposed by shareholders.
In addition, the Governance & Nominating Committees regularly discusses the contributions of the persons then serving as directors, to ensure alignment with the strategic and tactical directions of the Company. Formal peer evaluations of the Board and directors are conducted periodically.
Risk Committee
The Company formed the Risk Committee in October 2019 to assist the Company Board by providing oversight of the Company’s risk corporate governance framework and risk functions, including the strategies, policies, procedures, processes, and systems established by management to identify, measure, monitor and manage major risks of the Company including, but not limited to credit, interest rate/market, liquidity, operational, technology, compliance/regulatory, legal, reputational and strategic risks. The Company accepts a certain degree of risk with each business decision it makes. The Board takes risk management and its oversight responsibilities very seriously, and has established the Risk Committee to provide more focused oversight of risk exposure and risk management activities. The Board and the Risk Committee recognize that risk management does not eliminate risk, but seeks to achieve an appropriate balance between risk and return. Recognizing the risk inherent in the Company’s business and managing those risks within the Company’s risk appetite and capital position is critical for optimizing shareholder value and ensuring the safe and sound operation of the Company. The oversight of the Company’s risk relative to the established risk appetite and capital position is the Risk Committee’s primary role.
The Company, led by the Risk Committee, instills a culture of risk management throughout the organization by integrating top-down direction and corporate governance with bottom-up business line commitment and accountability. Executive officers and other key management executives meet monthly to review and discuss risk management. Management committees, comprised of senior management seek to identify and address issues to ensure that risks and remediation of such risks are carefully considered.
The Chief Risk Officer chairs the Enterprise Risk Management Committee, monitors risk management activities and regularly reports the Company’s risk exposure to the Risk Committee. Additionally, the Risk
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Committee, executive management and the Chief Risk Officer are focused on, and are implementing, risk management initiatives to prepare the Company for expanded supervisory scrutiny above $10 billion in total assets, which we understand will begin in early 2022.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee has served as an officer or employee of the Company or Bank at any time. None of our executive officers serve as a member of the Compensation Committee of any other company that has an executive officer serving as a member of our Board of Directors. None of our executive officers serve as a member of the board of directors of any other company that has an executive officer serving as a member of the Compensation Committee. Except for loans and deposit transactions in the ordinary course of business made on substantially the same terms, including interest rates and collateral, as those for comparable transactions with unaffiliated parties, and not presenting more than the normal risk of collectability, or other unfavorable features, and for transactions described under “Director Compensation” and “Certain Relationships and Related Party Transactions,” no member of the Compensation Committee or any of their related interests has any material interest in any transaction involving more than $120,000 to which the Company is a party.
Director Attendance at the Annual Meeting
The Board of Directors believes it is important for all directors to attend the annual meeting of shareholders in order to show their support for the Company and to provide an opportunity for shareholders to communicate any concerns to them. Accordingly, it is the policy of the Company to encourage all directors to attend each annual meeting of shareholders unless they are unable to attend because of personal or family illness or pressing matters. In 2020, seven of the eight directors in office at the time attended the 2020 annual meeting of shareholders.

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Audit Committee Report
The Audit Committee has:
reviewed and discussed with management the audited consolidated financial statements and the auditors’ report on internal controls included in the Company’s Annual Report on Form 10-K;
discussed with Dixon Hughes Goodman LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission; and
received the written disclosures and letter from Dixon Hughes Goodman LLP as required by the applicable requirements of the Public Company Accounting Oversight Board, regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with Dixon Hughes Goodman LLP, its independence.
Based on these reviews and discussions, the Audit Committee has recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The Audit Committee has also considered whether the amount and nature of non-audit services provided by Dixon Hughes Goodman LLP is compatible with the auditor’s independence.
Members of the Audit Committee
Kathy A. Raffa, Chair
Matthew D. Brockwell
Theresa G. LaPlaca
This report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts.

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Director Compensation
The following table sets forth information regarding the fee rate schedule approved for the non-employee directors of the Company in 2020. Members of the Boards of Directors who are employees of the Company or Bank do not receive additional cash compensation for service on the Board of Directors.
Retainers
Annual Cash Retainer – Company
$10,000
Annual Cash Retainer – Bank
$5,000
Annual Committee Chair Retainers:
Audit
$50,000
Compensation
$50,000
Governance & Nominating
$50,000
Risk Committee
$50,000
Directors Loan Committee – Bank (Chair/Vice Chair)(1)
$35,000/$25,000
Annual Lead Independent Director Retainer
$50,000
Per Meeting Fees
Committee Chair
$3,000
Board or Committee – Company & Bank$1,500
(1)The Directors Loan Committee is a committee of the Bank. Vice Chair position was eliminated on January 27, 2021.

Non-employee directors also receive an annual award of restricted stock. The 2020 awards vest in three annual installments commencing on the first anniversary of the date of grant, subject generally to continued service through each vesting date. In addition, the unvested portion of the 2020 restricted stock awards will generally accelerate in full upon the death or disability of the non-employee director or the occurrence of a change in control, in each case while the non-employee director remains in service. The number of shares of restricted stock awarded to each of the non-employee directors in 2020 varied as a result of varying tenures of service on the Boards of the Company and the Bank Boards in 2019.

The following table sets forth the actual amounts of compensation paid to each non-employee director for service as a member of the Board of Directors of the Company in 2020 other than Mr. Pozez, our Executive Chairman, whose compensation is set forth in the Summary Compensation Table below.
NameFees Earned or Paid in Cash
 Stock Awards (1)
Option Awards (2)
All Other Compensation(3)
Total
Mathew D. Brockwell
$123,000$24,976$—$—$147,976 
Theresa G. LaPlaca
$174,500$149,990$—$3,103$327,593 
A. Leslie Ludwig
$183,000$299,980$—$—$482,980 
Kathy A. Raffa
$142,000$299,980$—$3,103$445,083 
James A. Soltesz
$152,000$299,980$—$2,858$454,838 
Benjamin M. Soto
$85,500$149,990$—$1,433$236,923 
Leland M. Weinstein(4)
$70,500$299,980$—$506$370,986 

(1)Represents the grant date fair value of shares of restricted stock awarded during 2020. See Note 17 – Stock-Based Compensation in our 2020 Form 10-K. Mr. Brockwell – 560 shares; Ms. LaPlaca – 3,363 shares; Ms. Ludwig – 6,726 shares; Ms. Raffa – 6,726 shares; Mr. Soltesz - 6,726 shares and Mr. Soto – 3,363 shares. At December 31, 2020, the non-employee directors had unvested shares of restricted stock as follows: Mr. Brockwell – 560 shares; Ms. LaPlaca – 3,363 shares; Ms. Ludwig
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– 7,791; shares; Ms. Raffa – 11,627 shares; Mr. Soltesz -8,835 shares; Mr. Soto –4,428 shares; and Mr. Weinstein - 6,726 shares.. Grant date fair value is calculated based on the closing price of the Company’s shares on the date of grant.
(2)At December 31, 2020, there were no outstanding option awards, vested or unvested, held by non-employee directors.
(3)Premiums on long term care insurance provided to non-employee directors.
(4)Mr. Leland M. Weinstein resigned from the Board of Directors of the Company and Bank effective March 9, 2020. In connection with the resignation of Mr. Weinstein, the Company and the Bank entered into an agreement pursuant to which he was permitted to retain fees previously paid to him for future service but forfeited unvested restricted stock awards. Under all of the agreements, Mr. Weinstein agreed to comply with certain nonsolicitation, noninterference and nondisparagement provisions for a period of two years from the date of his resignation. In accordance with SEC rules, the grant date fair value of Mr. Weinstein’s 2020 restricted stock award is included in the table, even though he forfeited 100% of the award upon his resignation.

Restricted Stock Awards (February 2021)
In February 2021, non-employee directors of the Company were awarded shares of restricted stock as follows: Mr. Brockwell – 6,306 shares; Ms. LaPlaca - 6,306 shares; Ms. Ludwig – 6,306 shares; Ms. Raffa, 6,306 shares; Mr. Soltesz - 6,306 shares; Mr. Soto – 6,306 shares; Mr. Jarvis - 1,051 shares , and Mr. Freidkin – 1,051 shares. All of these awards vest in three annual installments commencing on the first anniversary of the date of grant, with accelerated vesting terms consistent with the 2020 awards.
Other Compensation for Directors
Other than the cash retainers and per meeting fees, equity awards and long term care insurance described above (all other compensation), the Company does not maintain any non-equity incentive plans or compensation programs, deferred compensation, defined contribution or defined benefit retirement plans, for non-employee directors, or in which such directors may participate.
Chairman Agreements
As described above under “Board Leadership”, in 2019, Mr. Pozez became Chair of the Board and the Bank and took on increased responsibilities. As a result, the Company, the Bank and Mr. Pozez entered into a Chairman Compensation Agreement, dated as of May 31, 2019 and amended and restated as of December 31, 2019, governing his compensation for service as Chairman of the Board of Directors of the Company and the Bank. Under his amended and restated agreement, Mr. Pozez is currently entitled to an annual retainer of $1,035,000 (subject to automatic increases by an amount not less than 5% of the preceding year’s retainer, as determined by the Compensation Committee). Mr. Pozez is also entitled to receive an award of shares of restricted stock having a value of $1,937,500 as of the award date, which award was made on February 10, 2020. His award vests in three substantially equal installments commencing on the first anniversary of the date of grant. Due to an oversight, an award of restricted stock with a value of $705,206 that was promised under his original agreement was not granted in 2019, and, upon realizing the error, the Compensation Committee took action on March 27, 2020 to grant him the award with a grant date of April 2, 2020. This award vests in three substantially equal installments commencing on the first anniversary of the date of grant with acceleration upon his ceasing to be a member of the Board of both the Company and the Bank. The agreement provides that the Compensation Committee does not intend to make any additional equity awards to Mr. Pozez prior to 2023; however, Mr. Pozez may receive future equity awards as the Compensation Committee determines in its sole discretion. Mr. Pozez is also eligible to participate in any life, disability, health or other insurance benefits as the Company or Bank may make available to nonemployee directors, on the same terms and conditions as other nonemployee directors. The agreement will terminate if Mr. Pozez is not reelected or appointed to the Board of Directors, if he is removed as a director or as Chairman, or if he is not reappointed as Chairman. If the agreement is terminated following a change in control then Mr. Pozez would, subject to execution, delivery and irrevocability of an appropriate release, be entitled to receive a lump sum cash payment equal to 1.99 times the sum of his then current annual compensation and the value of the equity award made in the year in which termination occurs, subject to any limitation necessary to avoid the imposition of certain excise taxes. The agreement contains noncompetition, nonsolicitation, noninterference and nondisparagement provisions which are applicable during the term of the agreement and for a period of two years from the date of termination of the agreement.
The Company, the Bank and Mr. Pozez are also parties to an Amended and Restated Non-Compete
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Agreement, dated as of December 31, 2019. Mr. Pozez’s non-compete agreement provides that in the event of certain terminations of his service as Chairman following a change in control, as defined in his Chairman Compensation Agreement, and subject to his timely signing and delivering of a General Release and Waiver and subject to his continued compliance with the noncompetition provisions of the noncompete agreement, the Company and Bank shall, for one year following the date on which the release requirement is met, is executed and delivered to the Bank, continue to pay Mr. Pozez monthly in arrears, compensation at the rate being paid as of the termination date, together with an additional amount equal to one-twelfth of the equity award value as of the termination date, for each month of the period during which the officer is in full compliance with the provisions of the agreement. Mr. Pozez agrees that for a period of one year following his termination as Chairman, he will not, directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise) engage in employment or provide services to any financial services enterprise engaged in the business of offering retail customer and commercial deposit accounts and/or loan products.
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image_2258a.jpgOpen Letter from Compensation Committee Chair
Dear Reader,
The Company is committed to maintaining a balanced compensation program designed to fairly reward pay for performance, align management’s interests with those of our shareholders and lead to the long term success of the company.
The Compensation Committee is composed solely of independent directors. It is our responsibility to design and execute competitive compensation programs that further the interests of shareholders and demonstrate strong pay for performance alignment. It is also our responsibility to ensure that your views on executive compensation are heard and considered. For the last six years we have conducted an outreach program with our major shareholders. In 2019 we expanded our outreach to our 40 largest institutional shareholders. In 2020 and early 2021, we spoke with many institutional investors, long term retail shareholders and also engaged with two major shareholder advisory services.
For 2020 we retained the structure of the compensation program as designed, but we made a discretionary adjustment reducing the incentive payout under our Senior Executive Incentive Plan awarded in February 2021. The reduction percentage of 35% was applied equally to all participants in the Senior Executive Incentive Plan. We did so to ensure alignment of performance metrics as designed with the Company's strategic plan. The impact of the COVID-19 pandemic and unprecedented government intervention led to the achievement of several of the performance metrics resulting in a payout that was not reflective of the overall economic environment.
The key design elements of our incentive compensation program continue to include a base salary, short- term performance-based incentives, long-term performance- based equity incentive awards as well as time vested equity awards. A large portion of the potential compensation of each executive is variable and performance based. We seek to be transparent in describing our compensation practices, including the disclosure of goals and actual performance on the various metrics measured in our Senior Executive Incentive Plan.
The compensation program described in the following Compensation Disclosure and Analysis reflects the guidance received through our shareholder engagement process as well as the advice of our independent compensation consultant. We are committed to evolving a sound and competitive compensation program which will align with the long term interests of our shareholders.
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A. Leslie Ludwig
Chair, Compensation Committee




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Compensation Discussion and Analysis
This Compensation Discussion and Analysis (“CD&A”) provides information about the 2020 compensation for our Chief Executive Officer, our Executive Chairman, our Chief Financial Officer and our next three most highly compensated executives.
Susan G. Riel, our President and Chief Executive Officer
Norman R. Pozez, our Executive Chairman
Charles D. Levingston, our Executive Vice President and Chief Financial Officer
Antonio F. Marquez, our Senior Executive Vice President and President of Commercial Banking
Lindsey S. Rheaume, our Executive Vice President, Chief Commercial & Industrial Lending Officer
Janice L. Williams, our Senior Executive Vice President and Chief Credit Officer

This Compensation Discussion and Analysis describes our executive compensation program for 2020 for our named executive officers. It also describes how the Compensation Committee (the “Compensation Committee”) arrived at the compensation decisions for our named executive officers and discusses key factors that the Compensation Committee considered in determining their compensation.
Upon being appointed as Executive Chairman, Mr. Pozez became an executive officer of the Company, although not an employee of the Company or the Bank. His compensation for 2020 was paid in accordance with the terms of the Chairman Compensation Agreement which was entered into in 2019. Because Mr. Pozez’s compensation arrangements differ from the rest of the named executive officers, his arrangements are described in a section entitled Chairman Arrangements of the Compensation Discussion and Analysis, following the discussion of the compensation arrangements for the rest of our named executive officers. All references to compensation arrangements in place for our named executive officers throughout the other sections of the Compensation Discussion and Analysis exclude Mr. Pozez.
Compensation information for all of our named executive officers, including Mr. Pozez, is presented in the compensation tables following this Compensation Discussion and Analysis.

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Key Factors Considered
2020 Financial Results and Operating Highlights
2020 was another successful year for the Company. For the year ended December 31, 2020, the Company had earnings of $132.2 million, which was $4.09 per fully diluted share, and had a return on average assets of 1.28%. Dividends paid during 2020 were $0.88 per share.
At year-end 2020, assets were $11.1 billion, up $2.1 billion for the year. Book value and tangible book value were $39.05 and $35.74 per share, up 9.0% and 9.4%, respectively.
Strong earnings bolstered shareholders equity which was $1.24 billion at year-end 2020. Tier 1 capital (to average assets) was 10.31%, common equity tier 1 capital was 13.49% and total capital (to risk weighted assets) was 17.04% at year-end.
The Company also increased reserves during the year and asset quality remained strong. At year-end 2020, the allowance for credit losses increased to 1.41% from 0.98% the prior year as the Company adopted the current expected credit losses ("CECL") accounting standard and increased provisioning due to the impact of COVID-19. Non-performing assets ("NPA")-to-assets was 0.59%, up from 0.56% the prior year-end and net charge-offs for the year were 0.26%, up from 0.13% the prior year.
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Dollars in millions, except per share amountsFor the Year or Year Ended December 31
20202019201820172016
Performance (for the period)
 Net income $132.2$142.9$152.3$100.2$97.7
 Return on average assets 1.28 %1.61 %1.91 %1.41 %1.52 %
 Efficiency ratio(1)
39 %40 %37 %38 %40 %
Per Common Share Data (period end)
 Diluted earnings $4.09$4.18$4.42$2.92$2.86
 Cash dividends $0.88$0.66$—$—$—
 Tangible book value per share(2)
$35.74$32.67$29.17$24.67$21.61
Balance Sheet Data (period end)
 Assets $11,118$8,989$8,389$7,479$6,890
 Loans $7,760$7,546$6,991$6,412$5,678
 Allowance for loan losses $110$74$70$65$59
 Deposits $9,189$7,224$6,974$5,854$5,716
 Shareholders’ equity $1,241$1,191$1,109$950$843
Asset Quality
 Net charge-offs to average loans 0.26 %0.13 %0.05 %0.06 %0.09 %
 Nonperforming assets to assets 0.59 %0.56 %0.21 %0.20 %0.30 %
 Allowance for credit losses to loans 1.41 %0.98 %1.00 %1.01 %1.04 %
Capital
 CET1 capital (to risk weighted assets) 13.49 %12.87 %12.49 %11.23 %10.80 %
 Total capital (to risk weighted assets) 17.04 %16.20 %16.08 %15.02 %14.89 %
 Tier 1 capital (to average assets) 10.31 %11.62 %12.10 %11.45 %10.72 %
Non-GAAP Reconciliation
 Book value per share $39.05$35.82$32.25$27.80$24.77
 Less: Intangible book value 3.313.153.083.133.16
 Tangible book value per share(2)
$35.74$32.67$29.17$24.67$21.61
(1)Efficiency ratio, a non-GAAP financial measure, is computed by dividing noninterest expense by the sum of net interest by common shares outstanding.
(2)Tangible book value per share, a non-GAAP financial measure, is defined as tangible common equity divided by common shares outstanding.

2020 Shareholder Engagement Process and Results
On an ongoing basis, we continue to reach out to our shareholders to gather feedback regarding our executive compensation program, our corporate governance practices and related matters. As part of this process we reached out to our 40 largest institutional shareholders who collectively owned approximately
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63% of the outstanding shares, and had individual conversations with those that responded to our inquiry. In the process, we spoke with seven of our ten largest shareholders owning 37% of the outstanding shares. We had excellent dialogues with these shareholders and also engaged with two prominent shareholder advisory firms. The outreach program was led by David G. Danielson (Director of Investor Relations and Strategy) along with Leslie Ludwig (Board member and Chair of Compensation Committee) and Charles Levingston (CFO).
The conversations with our shareholders covered many executive compensation matters as well as many of the corporate governance policies and enhancements made during the year. Some common themes related to executive compensation and corporate governance and our responses are as follows:
What We Heard from Shareholders and Proxy Advisory Firms
What We Did in Response
Improve disclosure on metrics and calculations used to determine SEIP
We enhanced disclosure text and tables in section titled "2020 Pay Programs and Pay Decisions". For the SEIP, the performance measures and weightings were streamlined to ensure greater alignment with the Company’s strategic plan, foster a more cohesive management team as well as making performance analysis less qualitative and more formulaic. We did this by modifying the performance metrics in the short term incentive plan by reducing fourteen metrics to five metrics and assigning all the named executive officers the same weightings.
Overall CEO pay, while reduced, is still high relative to peer medians; and overall incentive pay is high relative to peer medians
Focus on performance versus proxy peers was considered for the CEO and all other NEOs. Versus our proxy peers for the year ended December 31, 2020, we ranked 2nd in terms of Return on Average Equity ("ROAE") and Return on Average Assets ("ROAA") and 1st in efficiency. While we were in the lower half in terms of Net Interest Margin, this did not prevent us from outperforming on earnings. Asset quality also remained strong with NPAs/assets at 0.59% and net charge offs to average loans of 0.26%.
Discuss discretion used in adjusting compensation due to negative impact of COVID-19We included text describing the reasons for a reduction in the SEIP for 2020 in section titled "2020 Pay Programs and Pay Decisions". In summary, NEOs did not receive a salary increase for 2021 and a 35% reduction was made to the SEIP paid in 2021 based on the overall economic environment in 2020, rather than our financial results versus proxy peers.
Describe enhancements to governance and risk management
Continued to enhance related party transaction policies and procedures
Enhanced the Risk Committee charter
Prepared, reviewed and approved an enhanced Risk Appetite Statement
Expanded the Company’s significant or “enterprise” risk categories by segregating Legal Risk and Technology Risk into standalone risk categories, bring to nine the number of enterprise risk categories.
Restructured and enhanced the charter and role of the Enterprise Risk Management Committee, which is chaired by the Chief Risk Officer
Restructured and enhanced the charter and role of the Operational Risk Committee
Developed improved risk metrics and reporting for all enterprise risk categories
Streamlined and enhanced board reporting structure and content
Enhanced policy governing structure to focus on risk management, and initiated restructuring of all corporate policies to better support risk management needs as the Company grows beyond $10 billion in total assets
Realigned the Risk Management and Compliance Department under the Chief Risk Officer to enhance the focus on the nine enterprise risk categories
Engaged NASDAQ Corporate Governance tool to facilitate Board of Directors peer review assessment
Hired new Associate General Counsel to support overall Corporate Governance (March 2021)

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Advisory Vote on Executive Compensation (Say-on-Pay)
At our 2020 Annual Shareholders Meeting, our say-on-pay proposal received support from 85% of the votes cast. This is up from 55% in 2019, showing an increase in year over year support for approval of the compensation of the named executive officers.

image_2258a.jpgCompensation Philosophy
We design our executive compensation program to be driven by performance, rewarding our executives for creating value for shareholders and representing sound corporate governance principles. The following sets forth the best practices that we adhere to in designing and determining our executive compensation.
Our compensation philosophy provides the guiding principles for structuring compensation programs that embody these values. The policies and underlying philosophy governing the Company’s executive compensation program, as endorsed by the Compensation Committee and the Board of Directors, are designed to accomplish the following:
Maintain a compensation program that is equitable in a competitive marketplace.
Provide compensation opportunities that provide the ability to vary pay in line with performance.
Encourage achievement of long term strategic objectives and enhancement of shareholder value.
Recognize and reward individual initiative and achievements.
Maintain an appropriate balance between base salary and short and long term incentive opportunities.
Allow the Company to compete for, retain, and motivate talented executives critical to its success.
The Compensation Committee seeks to target executive total compensation at a percentile commensurate with performance of the Company as compared to our proxy peers and taking into consideration individual performance. Our goal is to provide pay for performance through annual and long term incentives that reward a combination of strategic and financial achievements as well as our performance relative to industry peers. The Compensation Committee annually considers the Company’s performance when setting pay. Goals for specific components include:
Base Salary: Base salaries for executives are targeted at market competitive levels, but also taking into account each executive’s experience, performance and contribution.
Short-Term Performance Based Cash Incentive: The Senior Executive Incentive Plan targets cash compensation to align with performance. High performance is expected to result in pay that is aligned with our performance relative to peers/industry. Performance below goals and peers is designed to result in pay below peers.
Long term equity Incentive: Our current practice is to target 50% time based and 50% performance based awards. The Compensation Committee believes that time-based vesting incentivizes retention and, supports our ownership goals and encourages shareholder alignment while multi-year performance-vesting encourages shareholder alignment and rewards long term sustained performance.
Benefits and perquisites: Other items such as benefits and perquisites are not a significant component of total 2020 compensation.
The Compensation Committee is committed to tying compensation to performance and ensuring that compensation, both cash and equity, is commensurate with our financial results and ranking relative to proxy peers. The Committee believes the Company’s current executive team is of extremely high caliber and contributed significantly to the Company’s strong historical growth and impressive continued performance. Rewarding, motivating and retaining a strong executive team are critical to the continued success of the Company.

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Our Compensation Drivers
In determining compensation levels, we utilize five key drivers:
Incentive plans are designed to encourage achievement of our strategic business goals and reinforce our business values. All our incentive pay programs and decisions are filtered through the perspective of ensuring sound compensation practices that do not encourage inappropriate risk-taking or result in excessive compensation.
Pay levels should be fair and internally equitable. Fairness is vital in all compensation programs and results. We do not discriminate in the creation or implementation of pay programs. Pay is based on demonstrated performance, skills, commitment, experience and results.
We pay for performance and the attainment of our vision, business strategy, operating imperatives and results. A meaningful percentage of overall executive compensation is based on Company and individual performance. Our compensation programs are geared to performance as the basis of determining pay. Our incentive plans are designed to drive prudent individual and enterprise performance.
We recognize the impact of the individual. Not all positions have the same level of responsibilities, require the same skills and qualifications or have the same effect on the Company. Our compensation programs enable us to reward both Company results and individual performance in furtherance of our philosophy of being fair and paying for performance and thus motivate our officers to perform and succeed as reflected in our stated goals.
We are mindful of the market. The market sets the framework for opportunity. Then it is Company and individual achievements that drive the payouts and awards. We seek to provide market-based compensation commensurate with performance, to attract and retain top executive talent, while providing value to shareholders.

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Our Pay Mix
The cornerstone of our executive compensation program is competitive pay for demonstrated performance. We seek to ensure that the compensation received by our executives is aligned with our performance, and that a meaningful portion of our executives’ pay is contingent on the achievement of annual and forward-looking long term performance goals that drive our success as a Company and accordingly, add value for our shareholders.
The 2020 target and actual cash incentive for our NEOs, are shown below:
SEIP Cash Incentive Payout 2020
NEOAt Target
Actual(1)
% of Target
Susan G. Riel
$1,800,000$861,00148%
Charles D. Levingston
$396,638$223,78556%
Antonio F. Marquez
$637,293$378,62859%
Lindsey S. Rheaume
$400,564$226,00056%
Janice L. Williams
$637,680$378,85959%

(1)Includes 35% reduction as discussed in."2020 Programs and Pay Decisions".

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The 2020 compensation mix for our NEOs, are shown below:
chart-3ce1af9860ae4e69a7a1a.jpgchart-ece25b745ea24a818ee1a.jpg
For our CEO and our other NEOs, the majority of their compensation is "at risk" in the form of a cash bonus or equity.

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Compensation Components
We describe below, the key components of our 2020 executive compensation program.
The Committee typically reviews and determines executive compensation in the first quarter of the year. However, due to circumstances that arise during the year, the Committee may adjust or approve a compensation component at other times during the year, as warranted.
Compensation Element
Purpose
Link to Performance
Fixed/
Performance-Based

Short/Long Term
Base Salary
Helps attract and retain executives through market-competitive base pay
Reflects individual experience, performance
and contribution of each executive
FixedShort Term
Annual Cash SEIPEncourages achievement of short term strategic and financial performance metrics that create long term shareholder value
Based on achievement of short term, predefined corporate performance objectives
Performance-BasedShort Term
Retention BonusHelps retain key executives
Award amount is determined by Compensation Committee. A portion of the award is dependent on the executive’s
continued employment
FixedShort Term
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Compensation Element
Purpose
Link to Performance
Fixed/
Performance-Based

Short/Long Term
Long Term Incentive Plan
Aligns executives’ interests with shareholders, motivates and rewards long term sustained performance, and creates a retention incentive through
multi-year vesting
Award amount is determined by the Compensation Committee based on Company and individual performance
A portion of the award is contingent on Company performance with vesting at the end of 3 years
Performance-BasedLong Term
Senior Executive Retirement Plan

Provides income security into retirement and creates a
retention incentive through multi-year vesting
N/AFixedLong Term
Benefits and Perquisites
Provides limited perquisites in line with market practice, as well as a housing benefit for the CEO and health and welfare and 401(k) benefits on the same basis as our general employee population
N/AFixedShort Term

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Pay Practices Aligned with Compensation Philosophy
We believe the effectiveness of our compensation program is dependent upon our pay practices corresponding to our compensation philosophy. The table below illustrates this strong relationship and further underscores our commitment to maintaining an executive compensation program that is consistent with best practice.
Strong Alignment with Shareholders (What We Do)
Compensation philosophy
We believe our compensation philosophy promotes a best practice approach to compensation, including: (i) tying pay to performance and aligning with shareholder interests; (ii) attracting, retaining, and properly motivating top talent; (iii) integrating risk with compensation; (iv) maintaining strong corporate governance; and (v) transparency.
Hedging/pledging policy
Senior executives are prohibited from any hedging of our shares, unvested restricted stock, or unexercised options, including through short sales.
Senior executives are prohibited from pledging more than 50% of their shares as collateral and such pledged shares cannot represent more than 25% of such executive’s net worth.
Pay at risk
The majority of NEO compensation is “at-risk” and contingent on achievement of business goals that are integrally linked to shareholder value and safety and soundness.
Clawback policy
The Company reserves the right to clawback incentive compensation if an executive’s misconduct materially contributes to the need to restate materially inaccurate financial statements
Use of variable compensation in deferred equity
Significant portions of NEO variable compensation is in deferred Company common stock; 50% of which is time based restricted stock vesting over a 3-year period and 50% of which is performance-based restricted stock units ("PRSUs") vested at the end of a 3-year period. Value of equity at vesting is based on stock price at that time (in addition to achievement of pre-established goals for PRSUs).
Competitive benchmarking
To make informed decisions on pay levels and pay practices, we benchmark ourselves against a peer group of similarly situated banks. We believe external market data is an important component of maintaining pay practices that will attract and retain top talent, while driving shareholder value.
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Strong Alignment with Shareholders (What We Do)
Risk events impact pay
In making pay decisions, we consider material risk and control issues, and make adjustments to compensation, if appropriate.
Responsible use of equity
We manage our equity award program responsibly, using only approximately 0.55% of weighted average diluted shares in 2020.
Share ownership guidelines
Senior executives, including NEOs, are required to own a minimum of shares of our common stock with a value equal to twice their base salary; the CEO must own a minimum of three times her base salary.
Shareholder outreach
Each year, we solicit feedback from our top shareholders on our compensation and corporate governance programs and practices. The Compensation Committee considers this feedback when making compensation decisions.

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2020 Programs and Pay Decisions
2020 was an unusual year as the emergence and ongoing impact of the COVID-19 pandemic and the unprecedented response of the federal government impacted the Company's performance in ways that were unforeseen when 2020 compensation programs were designed. The Compensation Committee, after significant market research and analyses, decided to freeze NEO salaries in 2021, reduce the SEIP compensation awarded to each NEO in 2021 for 2020 performance by 35% and make no changes to the LTIP.
The rationale for freezing salaries and reducing the SEIP compensation award was that the impact of COVID-19 and the response of the federal government impacted the results of the Company in a manner that allowed the achievement of certain performance goals, for which we budgeted, in a manner that was not anticipated and not in sync with the wider economic environment. In particular, the Small Business Administration's Paycheck Protection Program ("PPP") contributed to the moderate growth in the loan portfolio and provided financial assistance to loan clients. The latter, along with changes in accounting rules allowing deferment of principal and interest, contributed to maintenance of asset quality as measured by Non-Performing Assets as a percent of Assets. Additionally, while the low interest rate environment contributed to a large increase in deposits which significantly lowered Net Interest Margin, it also led to a significant increase in originations in our residential mortgage division which created record gain on sale income, which contributed to Earnings Per Share and maintenance of the Efficiency Ratio.
For 2021, we believe the structure of the SEIP is appropriate and have not made any changes.
The rationale for making no changes to the LTIP for 2021 is that our earnings remain strong, as measured by ROAA and ROAE, we have a very high level of capitalization and are ranked in the top tier of our peer group for most of the defined performance metrics.
The compensation award made to our executives for 2020 were based on the Compensation Committee’s assessment of Company performance as compared to the established 2020 goals, less the 35% reduction as discussed above, for the SEIP, and as compared to the pre-determined peer group for the LTIP award.
In addition to financial performance, the Compensation Committee also takes into consideration risk management practices within the organization, including the results of federal and state regulatory examinations and internal control matters that may be identified from internal or independent audits throughout the year. The Compensation Committee and the Board also consider market survey data provided by Newcleus Compensation Advisors.
Below is a summary of our 2020 compensation programs and pay decisions with respect to the compensation of the named executive officers:
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Base Salaries
The Compensation Committee believes that base salaries for named executive officers should be targeted at market competitive levels, but also taking into account the experience, performance and contribution of the individual executive. Base salaries are reviewed annually and adjusted based on our review of market data, assessment of individual executive performance, and in 2021 incorporated our assessment of the wider economic environment, which was negatively impacted by COVID-19.
Named Executive Officer2020 Base Salary2021 Base Salary2021 % Increase
Susan G. Riel$800,000$800,0000%
Charles D. Levingston$417,514$417,5140%
Antonio F. Marquez$509,834$509,8340%
Lindsey S. Rheaume$421,656$421,6560%
Janice L. Williams
$510,144$510,1440%

Senior Executive Incentive Plan
The SEIP was established to reward our executives for achieving or exceeding predefined Company performance goals. Under the SEIP, an executive is eligible to earn an award based on achievement of Company objectives. This design serves to place a significant portion of each NEOs compensation “at risk.” The Compensation Committee utilizes a formulaic approach under the SEIP including caps (or maximum payouts) on the amount that can be earned, while reserving discretion to adjust final payouts as it deems appropriate.
In 2020, the performance measures and weightings were streamlined to ensure greater alignment with the Company’s strategic plan, foster a more cohesive management team as well as making performance analysis less qualitative and more formulaic. We did this by modifying the performance metrics in the short term incentive plan and assigning all the named executive officers the same goals and weightings.
2020 Performance MeasureWeighting
Efficiency17.5%
Earnings Per Share Growth25.0%
Growth in Gross Loans (excl. HFS)15.0%
Non-Performing Assets/Assets20.0%
Net Interest Margin22.5%

The SEIP provides the Compensation Committee the ability to adjust the payout indicated by the formula. In 2020, the Compensation Committee elected to make an adjustment to reduce the payout to each NEO by 35%. The rationale for this adjustment is detailed at the beginning of this section.
In the following table, we summarize the performance ranges for each measure (other than the cap, which appears in the table later in the section), actual performance, the payout percentage used to calculate the incentive payout for each named executive officer and the 35% reduction.

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Performance Measure
Threshold
Target
Target Plus
2020 Actual Performance
Percent of Goal (1)
Efficiency46.60%
40.52%(1)
34.44%39.25%103% of Target
Earnings Per Share
$3.70(1)
$4.35$5.00$4.09110% of Threshold
Gross Loans (excluding HFS)$6,671,000,756
$7,848,236,184(1)
$9,025,471,612$7,868,522,918100% of Target
Non-Performing Assets/Assets
0.64%(1)
0.56%0.48%0.59%109% of Threshold
Net Interest Margin
3.06%(1)
3.60%4.14%3.19%104% of Threshold
(1)Percent of Goal: For Efficiency and Non-Performing Assets/Assets quotient obtained by dividing Threshold, Target or Target Plus by 2020 Actual Performance. For other measures quotient obtained by dividing 2020 Actual Performance by Threshold, Target Plus or Target Price.

Named Executive OfficerPercent of Salary at ThresholdPercent of Salary at TargetPercentage of Salary at Target Plus
Unadjusted SEIP(1)
Reduction of 35%Adjusted SEIP Payout
Susan G. Riel
125%225%300%$1,324,616$463,615$861,001
Charles D. Levingston
70%95%105%$344,284$120,499$223,785
Antonio F. Marquez
100%125%150%$582,505$203,877$378,628
Lindsey S. Rheaume
70%95%105%$347,692$121,692$226,000
Janice L. Williams
100%125%150%$582,859$204,000$378,859
(1)Sum of the product of the weighting of each performance measure, percent of goal and appropriate percentage of salary at Threshold, Target or Target Plus.

The Target Performance Measures were based on our 2020 budget for the Company, which was approved by the Board in January 2020. Participants receive an increased payout as a percent of salary (as stated above) beginning with the achievement of the Performance Measure for threshold, target and target plus. Threshold is set 15% below Target and Target Plus is set 115% above Target. For each Performance Measure, performance at 85% to 100% achieves Threshold payouts, performance at 100% to 115% achieves Target payouts and performance above 115% achieve Target Plus payouts, with each Performance measure weighted (as stated above) and the aggregate of which is subject to the Cap, and as may be adjusted in accordance with the Plan. If the Company does not achieve 85% of its goal for adjusted net income, no SEIP will be paid.
Based on performance in 2020, the NEOs received incentive cash payments under the SEIP that were 48% to 59% of their incentive opportunities at Target.
Named Executive Officer
2020 SEIP at Threshold
2020 SEIP at Target
2020 SEIP at Target Plus
Cap(1)
Adjusted SEIP PayoutAdj. SEIP Payout as a Percent of Target
Susan G. Riel
$1,000,000$1,800,000$2,400,000$2,600,000$861,00148%
Charles D. Levingston
$292,260$396,638$438,390$480,141$223,78556%
Antonio F. Marquez
$509,834$637,293$764,751$892,210$378,62859%
Lindsey S. Rheaume
$295,152$400,564$442,728$484,893$226,00056%
Janice L. Williams
$510,144$637,680$765,216$892,752$378,85959%

(1)The Cap is calculated as a percentage of 2020 salary. The percentage Cap differs among NEOs. The Cap could limit the SEIP payout if performance in a particular category or categories exceeded the Target Plus measure by a significant amount.

Retention Bonuses
The Compensation Committee maintains the right to exercise discretion in paying bonuses outside of the
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SEIP in appropriate circumstances. In February 2019, retention bonuses were awarded to three key employees – Ms. Riel, Mr. Marquez, and Mr. Rheaume. In recognition of her value to the Company, Ms. Riel was granted $300,000 to be paid in three equal installments in 2019, 2020 and 2021, subject to continued employment. In consideration of their excellent service to the Company and to bring their overall compensation in line with peers, Mr. Marquez was granted $200,000 and Mr. Rheaume was granted $150,000 in each case to be paid in two equal installments in 2019 and 2020, subject to continued employment.
In February 2020, a retention bonus was awarded to Ms. Williams in consideration of her excellent service to the Company, Ms. Williams was granted $200,000 to be paid in two equal installments in 2020 and 2021, subject to continued employment.
Long Term Equity Compensation – Time Vested
We believe equity ownership aligns our executives with our shareholders, promotes a long-term focus on the performance and success of the Company and serves as a powerful means of retaining our high performing executives.
In February 2020, we granted equity in the form of restricted stock to our named executive officers based on an assessment of Company-wide and individual performance in 2019, as well as direct compensation values in accordance with our market analysis. To determine the amount of the equity award to a particular executive, that executive’s performance was considered along with payouts he/she earned under our SEIP in respect of 2019. The 2020 time-vested equity awards vest ratably over three years commencing on the first anniversary of the date of grant. More information regarding these awards can be found in the proxy statement for our 2020 Annual Meeting.
In February 2021, we granted equity in the form of restricted stock to our named executive officers based on an assessment of Company-wide and individual performance in 2020, taking into consideration our market analysis.
To determine the amount of the equity award to a particular executive, that executive’s performance is considered along with payouts he/she earned under our SEIP. We then determine the optimal level of compensation (base salary plus cash incentives plus equity) that we believe each executive should receive. For example, a high performing executive who achieved target-plus performance levels on all of his/her goals, as well as the Company-wide goals, would receive an equity award reflective of the matching percentile compared to our proxy peers for total compensation. The Compensation Committee carefully reviews each executive’s performance as well as the Company’s performance relative to peers.
The 2021 time-vested equity awards vest ratably over three years commencing on the first anniversary of the date of grant, with accelerated vesting upon death, disability, or a qualifying termination in connection with a change in control.
Long Term Equity Compensation – Performance Vested
The Compensation Committee also grants performance-based awards under the Long Term Incentive Plan. This performance-based vesting supplements the use of time-based vesting restricted stock.
In February 2020, PRSUs were awarded subject to performance-based vesting following a three-year measurement period, 2020 - 2022. At the end of the period, two metrics shall be measured to determine vesting –Return on Average Assets (“ROAA”) based on the KBW Nasdaq Regional Banking Index (KRX); and Total Shareholder Return (“TSR”) compared to KRX. An executive officer may vest in awards related to either, one or both metrics, depending on the Company performance. In order to receive any vesting for this component, the Company needs to perform at a minimum level of performance and payouts can range from 50% at threshold to 150% at maximum depending on performance. The Compensation Committee concluded that the target goals are reasonably achievable with good performance and are sufficiently challenging but not overly difficult. The Long Term Incentive Plan does not include unlimited upside for exceeding goals, as there is a maximum award tied to each metric. An executive must be employed by the Company on December 31 of the last year of the relevant performance period in order to vest in shares underlying a PRSU, except in the event of death, disability, retirement or a qualifying termination in connection with a change in control.
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The 2021 award consists of 50% performance-based restricted stock units ("PRSUs") and 50% time-vested restricted stock. In February 2021, PRSUs were awarded subject to performance-based vesting following a three-year measurement period, 2021 - 2023. At the end of the period, two metrics shall be measured to determine vesting. An executive officer may vest in awards related to either, one or both metrics, depending on the Company performance. In order to receive any vesting under the PRSUs, the Company needs to perform at a minimum level of performance. The two metrics for the 2021 – 2023 performance grant are:
Return on Average Assets (“ROAA”) based on the KBW Nasdaq Regional Banking Index (KRX); and
Total Shareholder Return (“TSR”) compared to KRX.
PRSUs will vest based on the Company’s ranking for both the first and second metric relative to the KBW Nasdaq Regional Banking Index (“KRX”) and can range from 50% at threshold to 150% at maximum depending on performance. Threshold for both measures is defined as median performance, target is defined as the 62.5 percentile, and stretch (or maximum) is defined as the 75th percentile or greater. If the metric does not reach threshold performance (i.e. median of the KRX ROAA or TSR), PRSUs for that metric will not vest. If only the threshold is met for a metric, then 50% of the award shall become vested. If the maximum is met for a metric, then 150% of the target award shall become vested (with points in between measured on a straight-line interpolation).
Metric performance will be calculated and PRSUs vest no later than March 31 of the year following the performance period (i.e. 2023 for the 2020 awards), or as soon thereafter as data is available. An executive must be employed by the Company on December 31 of the last year of the relevant performance period, in order to vest in shares underlying a PRSU, except in the event of death, disability, retirement or a qualifying termination in connection with a change in control.
The Compensation Committee concluded that the target goals are reasonably achievable with good performance and are sufficiently challenging but not overly difficult. The Long Term Incentive Plan does not include unlimited upside for exceeding goals, as there is a maximum award tied to each metric.
The Compensation Committee retains the authority to make adjustments to applicable targets and calculations in the event of extraordinary regional circumstances, such as a regional economic downturn arising from force majeure events. The Committee recognizes the impact of COVID-19 and the extraordinary economic impact and may take this in to account as it considers applicable targets and calculations. Since the Index includes a national array of banks, the Committee felt that it was important to be able to react to some circumstances uniquely affecting the Washington, D.C. metropolitan area, such as a terrorist act and the resulting effect on the economy, and therefore, Company performance.
The Long Term Incentive Plan is subject to the Company’s Clawback Policy.
Target LTIP share amounts awarded were determined as a multiple of salary divided by the closing price on the date of grant with 50% awarded as restricted stock and 50% awarded as PRSUs.
Time-vested restricted stock and PRSUs were issued to our executive officers in February 2020 based on 2019 performance as set forth below:
Name
2020 LTIP as a % of 2019 Salary
Time Vested
Restricted Stock
PRSUs (at Target)
Susan G. Riel
250%20,31920,319
Charles D. Levingston110%4,7234,723
Antonio F. Marquez145%7,5347,534
Lindsey S. Rheaume100%4,5894,589
Janice L. Williams145%7,5767,576

Time-vested restricted stock and PRSUs were issued to our executive officers in February 2021 based on 2020 performance as set forth below:
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Name
2021 LTIP as a % of 2020 Salary
Time Vested
Restricted Stock
PRSUs (at Target)
Susan G. Riel
250%21,02121,021
Charles D. Levingston90%3,9493,949
Antonio F. Marquez130%6,9666,966
Lindsey S. Rheaume100%4,4314,431
Janice L. Williams130%6,9706,970

We note that under the SEC rules the equity awards made in 2021 for performance in 2020 are not reflected in the Summary Compensation Table in this proxy statement, but will be reflected in next year’s proxy statement regarding 2021 compensation as they were granted in that year.
2018 – 2020 PRSUs
The performance award granted February 12, 2018 contained the following metrics, potential performance payout and our actual results:
MeasuresWeightThresholdTargetStretch/ MaximumActual Results
Average Annual Earnings Per Share Growth50.00%75% of Budget100% of Budget125% of Budget94.2% of Budget
Average Annual Return on Average Assets50.00%Median62.5 Percentile75 Percentile68th
Payout Range (% of Target)100%50%100%150%--

On February 16, 2021 the performance award granted February 12, 2018 vested and shares were paid out at a fair market value of $47.57 as follows:
Name
Performance Measure
Shares Awarded at Target
Award Level
Payout
Award Level %
Payout
Share Payout
Susan G. Riel
Average Annual Earnings Per Share Growth
3,015
Threshold to Target
94.21%
2,840
Average Annual Return on Assets3,015Target to Stretch/Maximum136%4,100
Charles D. Levingston
Average Annual Earnings Per Share Growth
884
Threshold to Target
94.21%
833
Average Annual Return on Assets884Target to Stretch/Maximum136%1,202

Antonio F. Marquez
Average Annual Earnings Per Share Growth
2,384
Threshold to Target
94.21%
2,246
Average Annual Return on Assets2,383Target to Stretch/Maximum136%3,241
Lindsey S. Rheaume
Average Annual Earnings Per Share Growth
1,628
Threshold to Target
94.21%
1,534
Average Annual Return on Assets1,628Target to Stretch/Maximum136%2,214
Janice L. Williams
Average Annual Earnings Per Share Growth
2,106
Threshold to Target
94.21%
1,984
Average Annual Return on Assets2,106Target to Stretch/Maximum136%2,864

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Supplemental Executive Retirement Plan ("SERP")
The Company also provides certain of its executive officers, including all of the named executive officers, with a supplemental retirement benefit, with benefits payable well into retirement years, in order to provide a retention incentive through multi-year vesting. The SERP provides for a lifetime retirement benefit utilizing annuities as a funding source. The primary impetus for utilizing annuities is a substantial savings in compensation expense for the Bank as opposed to a traditional SERP. The target retirement age for the benefit is 67, with reduced benefits prior to age 67. Please refer to the discussion accompanying the Summary Compensation Table and Pension Benefits for additional information regarding the SERP.
The SERP was adopted by the Company in 2013 with respect to all participating officers other than Mr. Levingston, whose SERP was adopted in January 2020.
401(k) Plan
Our 401(k) plan allows all officers and employees of the Company working 1,000 hours or more in a calendar year to defer a portion of their compensation, and provides a match of up to 4% of their base salaries, subject to certain IRS limitations. While the decision to match employee contributions is discretionary, all employees receive the same percentage match. The match was increased from 3% to 4% at the beginning of the second quarter of 2020.
Health and Welfare Benefits
We provide health benefits to our executive officers, including the named executive officers, on the same basis as all of our full-time employees. These benefits include medical and dental benefits, short term and long term disability insurance, and basic life insurance coverage. The Company offers additional life insurance coverage to its executive officers and also provides long term care insurance coverage to eligible directors and executive officers. We design our employee benefits programs to provide choice and to be affordable and competitive in relation to the market, and to be compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.
The Compensation Committee believes our current executive compensation policies and practices are effective in advancing our long term strategic plan, reasonable in relation to our compensation peer group and responsible in encouraging the named executive officers to work for meaningful shareholder returns without taking unnecessary or excessive risks.
Employment, Non-Compete and Severance Arrangements
Each of our named executive officers has an employment agreement, which provides for payments upon a change in control of the Company under a pure double trigger. Under her employment agreement, the CEO is also entitled to a severance payment upon her retirement. Each named executive officer is also party to a non-compete agreement, which provides for payments following termination without cause or in connection with a change in control, which payments are contingent on compliance with the noncompetition, nonsolicitation and noninterference provisions of the agreement following such termination. None of these agreements provide tax gross-ups. These agreements are described in detail under “Employment and Non-Compete Agreements” following the Summary Compensation Table. The Committee believes that the agreements provide continuity of executive management and employment security, which is conducive to maximum employee effort and valuable protections for the Company and its executive officers.

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CEO Pay for Performance
We operate in a highly dynamic business environment, which has been and continues to be characterized by rapidly changing market and customer trends, regulatory changes and requirements, as well as increased expectations from shareholders for meaningful growth without excessive risk taking. To succeed in this environment, our senior leadership must be able to continually refine and enhance products and services; respond to competitive challenges in our markets; attract, satisfy and retain customers; and demonstrate an ability to quickly identify and capitalize on business opportunities.
In establishing our CEO’s compensation, we seek to motivate and reward the achievement of our annual and longer term financial and strategic objectives, and to align the CEO’s compensation with our shareholders’ long term interests. Accordingly, the Compensation Committee focuses on using incentive compensation with long term Company performance implications as a key element of the CEO’s total direct compensation opportunity. By focusing on performance-based pay opportunities tied to specific performance goals, the Compensation Committee seeks to ensure the CEO’s pay is aligned with Company performance and the value provided to our shareholders. The compensation plan rewards the CEO if the Company’s performance is exceptional compared to its peer group with the ability to earn at the higher end of the payouts under the SEIP and receive share awards of restricted stock and PRSUs under the Long Term Incentive Plan. The value of the awards and stock ownership will change based on the stock performance of the Company.
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image_2258a.jpgCEO Pay Ratio
As required by applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of Ms. Riel, our President and Chief Executive Officer, to our median employee.
To determine the annual total compensation of our CEO and our median employee we note that:
We used the same median employee that we had identified in 2019, since there had been no change in our employee population or employee compensation arrangements that we reasonably believed would result in a significant change to the pay ratio disclosure. Last year, we identified the median employee by calculating the total cash compensation of all persons who were employed by us as of year-end 2019, including full time and part time employees.
We considered regular pay for salaried and hourly employees, overtime, and taxable cash benefits, including cash incentive payments, phone and auto allowances, and referral fee income, for 2019, as reflected by our internal payroll records. We did not consider non-taxable compensation in selecting the median employee. We made annualizing adjustments to the compensation of full time employees who joined us mid- year. We then ranked the 2019 compensation received by all of the employees in our employee population, other than our
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CEO, to determine our median employee.
For 2020, for the same median employee, we calculated 2020 annual total compensation in the same manner as our named executive officers’ compensation is determined for purposes of the Summary Compensation Table.
Based on this methodology, we determined that:
The annual total compensation of our median employee was $88,759.
The annual total compensation of Ms. Riel, our President and Chief Executive Officer, as reflected in the Summary Compensation Table, was $3,609,296.
The ratio of Ms. Riel’s total compensation for 2020 to that of the median employee was 41 to 1.
Readers should note that because different companies may determine their median employee based on different factors and using different adjustments, assumptions or exclusions, our pay ratio may not be comparable to the pay ratio disclosed by other companies.

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Executive Compensation Process
The Role of the Compensation Committee
The Compensation Committee, among its other responsibilities, establishes the overall compensation philosophy and reviews and approves the executive compensation program, including the specific compensation of our executive officers, including the named executive officers. The Compensation Committee has the authority to retain special counsel and other advisors, including compensation consultants, to assist in carrying out its responsibilities to determine the compensation of our executive officers.
The Committee considers information from its compensation consultant and legal counsel, as well our Chief Financial Officer and our Human Resources department, to formulate recommendations with respect to specific compensation actions. The Compensation Committee makes all final decisions regarding compensation, including base salary levels, target bonus opportunities, actual bonus payments and equity awards for employees with a title of Executive Vice President and above. The Compensation Committee meets on a regularly scheduled basis and at other times, as needed.
The Compensation Committee regularly conducts a review of the executive compensation program to assess whether our compensation elements, actions and decisions (i) are aligned with our vision, mission, values, corporate goals and compensation philosophy, (ii) provide appropriate short term and long term incentives for our executive officers and (iii) are competitive with the compensation of the executives in comparable positions at the companies with which we compete for executive talent.
As part of this process, the Compensation Committee takes into consideration the CEO’s recommendations for NEOs other than the CEO and a competitive market analysis prepared by its independent compensation consultant. In the course of its deliberations, the Compensation Committee also considers competitive positioning, internal equity and our corporate and individual achievements against one or more short term and long term performance objectives. The Compensation Committee considers all of this information in light of their individual experience, knowledge of the Company, knowledge of the peer companies, knowledge of each named executive officer and business judgment in making decisions regarding executive compensation and our executive compensation program.
As part of this process, the Compensation Committee also evaluates the performance of the CEO each year and makes all decisions regarding the CEO’s base salary adjustments, bonus payments and equity awards. The CEO is not present during any of the deliberations regarding the CEO’s own compensation.

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The Role of Our Compensation Advisor
The Compensation Committee has engaged the services of Newcleus Compensation Advisors ("Compensation Advisors") its independent advisor on matters of executive and board compensation (the “Engagement”). Compensation Advisors reports directly to the Committee and provides no other remunerated services to the Company or any of its affiliates. The Company has affirmatively determined that no conflicts of interest exist between the Company and Compensation Advisors or any individuals working on the Company’s account on Compensation Advisors’ behalf. In reaching such determination, the Company considered the following enumerated factors, all of which were attested to or affirmed by Compensation Advisors:
During 2020, Compensation Advisors provided no services to and received no fees from the Company other than in connection with the Engagement;
Compensation Advisors has adopted and put in place adequate policies and procedures designed to prevent conflicts of interest, which policies and procedures were provided to the Company;
There are no business or personal relationships between Compensation Advisors and any member of the Compensation Committee other than in respect of (i) the Engagement, or (ii) work performed by Compensation Advisors for any other company, board of directors or compensation committee for whom such Committee member also serves as an independent director;
No employee of Compensation Advisors owns any stock of the Company; and
There are no business or personal relationships between Compensation Advisors and any executive officer of the Company other than in respect of the Engagement.
The Role of Management
Input from the CEO is considered by the Compensation Committee regarding the criteria to be used to determine base salary, bonuses and other benefits for named executive officers other than the CEO. Although input from the CEO is considered by the Compensation Committee, the Compensation Committee exercises final authority on compensation matters for all named executive officers. The CEO is not present at meetings during which the CEO’s compensation is discussed and determined.
Competitive Positioning
In making compensation decisions, the Compensation Committee considers the profitability and relative performance of the Company, as well as the intangible value and performance of the Company’s management team. In this review, the Compensation Committee seeks to evaluate executive pay in a manner that ensures future compensation arrangements for the selected executive officers are compliant with regulatory practices, competitive in the marketplace and reflective of the Company’s performance and culture. In this process, the Compensation Committee, with the assistance of the compensation advisor, selects a custom peer group of publicly-traded banks and bank holding companies, and may review other survey data, to help in the review and establishment of executive compensation arrangements.
The 2020 peer group contains 19 public banks between $6.5 billion and $26.2 billion in assets. Our proxy peer group was selected based on several factors, including assets, market capitalization, loan portfolio content, and geography, recognizing the substantial increase in Company assets and market capitalization in the last several years. Six of the institutions from the previous year’s peer group were removed from the list due to differences in business model or corporate structure, assets being under $6 billion or geographical distance. There were no additions to the peer group.
Our Proxy Peers
Atlantic Union Bankshares CorporationNorthwest Bancshares, Inc.
Berkshire Hills Bancorp, Inc.Provident Financial Services, Inc.
Boston Private Financial Holdings, Inc.S&T Bancorp, Inc.
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Our Proxy Peers
Brookline Bancorp, Inc.Sandy Spring Bancorp, Inc.
Community Bank System, Inc.Tompkins Financial Corporation
ConnectOne Bancorp, Inc.TowneBank
Dime Community Bancshares, Inc.United Bankshares, Inc.
Flushing Financial CorporationWesBanco, Inc.
Independent Bank Corp.WSFS Financial Corporation
Lakeland Bancorp, Inc.


Eagle Bancorp Peer Group Performance
Bank TickerCity State ROAE (%)ROAA (%)Net Interest Margin (%)Efficiency Ratio (%)NPAs/ Assets (%)Core EPS GrowthNet Charge-offs/ Avg Loans (%)
2020Y2020Y2020Y2020Y2020Y2020Y2020Y
1United Bankshares, Inc.UBSICharlestonWV7.461.203.2454.370.597.270.14
2Atlantic Union Bankshares CorporationAUBRichmondVA6.140.833.3258.570.23-29.740.08
3WesBanco, Inc.WSBCWheelingWV4.600.753.3755.730.25-36.700.06
4TowneBankTOWNPortsmouthVA8.571.033.1866.000.11-13.760.00
5Northwest Bancshares, Inc.NWBIWarrenPA5.010.573.3666.520.77-28.590.27
6WSFS Financial CorporationWSFSWilmingtonDE6.250.883.9654.400.42-48.730.08
7Community Bank System, Inc.CBUDe WittNY8.121.293.2860.340.56-3.360.09
8Sandy Spring Bancorp, Inc.SASROlneyMD7.240.823.3553.560.91-14.130.01
9Berkshire Hills Bancorp, Inc.BHLBBostonMA-37.52-4.152.7570.660.52NM0.54
10Independent Bank Corp.INDBRocklandMA7.130.963.2955.770.51-31.990.07
11Provident Financial Services, Inc.PFSJersey CityNJ6.490.863.0657.660.71-18.390.06
12S&T Bancorp, Inc.STBAIndianaPA1.800.233.3853.70NANA1.40
13Boston Private Financial Holdings, Inc.BPFHBostonMA5.350.492.6971.830.24-43.070.03
14Brookline Bancorp, Inc.BRKLBostonMA5.090.553.1757.380.50-47.150.18
15ConnectOne Bancorp, Inc.CNOBEnglewood CliffsNJ8.100.963.4646.620.82-8.130.00
16Tompkins Financial CorporationTMPIthacaNY11.091.063.3161.120.60-2.940.04
17Lakeland Bancorp, Inc.LBAIOak RidgeNJ7.710.803.0956.720.47-21.140.03
18Flushing Financial CorporationFFICUniondaleNY5.980.472.8566.320.26-5.350.06
19Dime Community Bancshares, Inc.DCOMHauppaugeNY8.260.72NANANANA0.04
25th Percentile5.220.563.1164.780.60-33.170.12
50th Percentile6.490.823.2857.520.51-19.770.06
75th Percentile7.910.963.3654.730.26-7.430.04
95th Percentile8.821.213.5452.520.21-0.390.00
Eagle Bancorp, Inc.EGBNBethesdaMD10.981.283.1939.250.59-0.590.26
Eagle Bancorp, Inc. Percentile Rank100th99th38thBEST31st95th12th
Ranking (includes Eagle)2nd2nd12th1st12th2nd17th
Source: Newcleus Compensation Advisors
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Other Compensation Policies
Chairman Arrangements
As described above under “Board Leadership”, in 2019, Mr. Pozez became Chair of the Board and the Bank and took on increased responsibilities. As a result, the Company, the Bank and Mr. Pozez entered into a Chairman Compensation Agreement, dated as of May 31, 2019 and amended and restated as of December 31, 2019, governing his compensation for service as Chairman of the Board of Directors of the Company and the Bank. Under his amended and restated agreement, Mr. Pozez is currently entitled to an annual retainer of $1,035,000 (subject to automatic increases by an amount not less than 5% of the preceding year’s retainer, as determined by the Compensation Committee). Under the Chairman Compensation Agreement, Mr. Pozez was also entitled to receive an award of shares of restricted stock having a value of $1,937,500 as of the award date, which award was made on February 10, 2020. His award vests in three substantially equal installments commencing on the first anniversary of the date of grant. Due to an oversight, an award of restricted stock with a value of $705,206 that was promised under his original agreement was not granted in 2019, and, upon realizing the error, the Compensation Committee took action on March 27, 2020 to grant him the award with a grant date of April 2, 2020. This award vests in three substantially equal installments commencing on the first anniversary of the date of grant with acceleration of delivery upon his ceasing to be a member of the Board of both the Company and the Bank for any reason. The agreement provides that the Compensation Committee does not intend to make any additional equity awards to Mr. Pozez prior to 2023; however, Mr. Pozez may receive future equity awards as the Compensation Committee determines in its sole discretion. Mr. Pozez is also eligible to participate in any life, disability, health or other insurance benefits as the Company or Bank may make available to nonemployee directors, on the same terms and conditions as other nonemployee directors. The agreement will terminate if Mr. Pozez is not reelected or appointed to the Board of Directors, if he is removed as a director or as Chairman, or if he is not reappointed as Chairman. If the agreement is terminated following a change in control then Mr. Pozez would, subject to execution, delivery and irrevocability of an appropriate release, be entitled to receive a lump sum cash payment equal to 1.99 times the sum of his then current annual compensation and an additional amount intended to approximate his target equity award value for the year in which termination occurs (deemed to be $945,000 in 2020, and 105% of the preceding year’s value in each subsequent year, the “Equity Award Value”), subject in certain cases to limitations to avoid the imposition of certain excise taxes. The agreement contains noncompetition, nonsolicitation, noninterference and nondisparagement provisions which are applicable during the term of the agreement and for a period of two years from the date of termination of the agreement.
The Company, the Bank and Mr. Pozez are also parties to an Amended and Restated Non-Compete Agreement, dated as of December 31, 2019. Mr. Pozez’s non-compete agreement provides that in the event of certain terminations of his service as Chairman following a change in control, as defined in his Chairman Compensation Agreement, and subject to his timely signing and delivering of a General Release and Waiver and subject to his continued compliance with the noncompetition provisions of the noncompete agreement, the Company and Bank shall, for one year following the date on which the release requirement is met, is executed and delivered to the Bank, continue to pay Mr. Pozez monthly in arrears, compensation at the rate being paid as of the termination date, together with an additional amount equal to one-twelfth of the then-current Equity Award Value as of the termination date, for each month of the period during which the officer is in full compliance with the provisions of the agreement. Mr. Pozez agrees that for a period of one year following his termination as Chairman, he will not, directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise) engage in employment or provide services to any financial services enterprise engaged in the business of offering retail customer and commercial deposit accounts and/or loan products.
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Clawback Policy
The Board of Directors has adopted a policy relating to the recovery of incentive compensation paid to executive officers in the event of certain restatements of our financial statements. Under this policy, the Board of Directors will seek to recover incentive compensation from an executive officer in the event of a financial restatement to correct material errors, if: (a) the executive officer’s incentive compensation during the prior three years is greater than it would have been if the Company’s financial statements had reflected the financial restatement, (b) the Committee determines in its discretion that the executive officer engaged in fraud or misconduct that caused or materially contributed to the financial restatement, and (c) the Committee, in its sole discretion, determines that is in the best interests of the Company and its shareholders to seek to recover the compensation.
Robust Stock Ownership Guidelines
The Company has adopted a policy requiring that our executive officers and directors own, directly or indirectly, shares of our common stock having a value as follows:
CEO: 3 times base salary
Directors: 3 times annual retainers and committee fees
Executive Officers: 2 times base salary
The persons subject to this requirement have five years after commencing service to attain the requisite ownership levels. Executive officers and directors in office as of the date of the policy was adopted had until December 31, 2020 to satisfy the minimum holdings requirement. Shares associated with our time-vested restricted stock awards (whether or not vested) count towards the holding requirement, but shares underlying unvested PRSUs do not count.
All executive officers and directors required to be in compliance with the ownership guidelines by December 31, 2020 were in compliance except for one NEO. The governance and nominating committee provided a waiver to one NEO who did not meet the threshold as of December 31, 2020, but was again in compliance in February of 2021.
Anti-hedging/Anti-pledging Policies
The Company has adopted a policy prohibiting our executive officers and directors from engaging in any hedging of the Company’s common stock, including buying or selling puts or calls, short sales, or any other hedging transaction. The Company currently does not have any policy prohibiting the hedging of the Company’s common stock that applies to its employees other than its executive officers.
The Company’s policy also limits the ability of directors and executive officers to pledge Company common stock that they own. The policy limits pledging to one-half of the number of shares owned by such person for purposes of the Company’s ownership guidelines, and limits the value of such pledged shares to 25% of the director’s or executive officer’s net worth.
Executive Perquisites
We do not provide any significant perquisites or other personal benefits to our executive officers other than those outlined in the Summary Compensation Table; our executive officers participate in our health and welfare benefit programs on the same basis as all of our employees.
No Tax ‘‘Gross-Ups’’ or Payments
We do not provide any “gross-ups” or tax payments in connection with any cash or equity compensation element or any excise tax “gross-up” or tax reimbursement in connection with any change in control payments or benefits.
Timing and Pricing of Equity Awards
Equity compensation awards for named executive officers and employees are generally approved in the first quarter of each year. Awards may be made periodically for new hires during the year. Awards are based on a number of criteria including the Company’s performance, the relative ranking of the employee within the Company and his or her specific contributions to the success of the Company.
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The grant date is established when the Compensation Committee approves the grant. We set the exercise price for our stock as the closing price on the grant date. Our equity award process is independent of any consideration of the timing of the release of material nonpublic information, including with respect to the determination of grant dates or stock option exercise prices. Similarly, we expect that the release of material nonpublic information will not be timed with the purpose or intent to affect the value of executive compensation.
Prohibit Re-Pricing or Exchange
Our equity based compensation plans do not permit re-pricing or exchange of underwater options without shareholder approval.
No Guaranteed Minimum Bonus
Our SEIP does not guarantee any minimum bonus to executive officers.

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Risk Assessment of Incentive Compensation Programs
In setting compensation, the Compensation Committee also considers the risks to the Company’s shareholders and the achievement of our goals that may be inherent in our compensation programs. Although a significant portion of some employees’ compensation is performance-based and “at-risk,” we believe our compensation program is appropriately structured and does not pose a material risk to the Company. The Compensation Committee receives feedback from the Chief Risk Officer identifying any risks associated with any named executive officer compensation plans and other employee incentive compensation plans. The report below outlines our process and the steps taken to mitigate any risks that were uncovered in our discussions.

Executive Compensation Plan
Our Chief Risk Officer has reviewed the 2020 SEIP and LTIP and the other 2020 Incentive Plans, and concluded that the incentive compensation arrangements appropriately balance risk and reward, are compatible with effective controls and risk management, and are supported by strong corporate governance, including active and effective oversight by the Board of Directors. The Chief Risk Officer's review considered the incentive plan mix, regulatory guidance pertaining to incentive compensation, design features (including clawback provisions), metrics and targets/thresholds, goal setting, corporate governance protocols and key controls. This feedback was provided to the Compensation Committee. The conclusions were based on the following:
The SEIP is a formal performance-based plan in which the Compensation Committee is deeply involved. The Board of Directors establishes Company- wide goals early in the 2020 performance year through approval of the budget, and communicates these performance goals to the Compensation Committee for their review and approval. The 2020 SEIP used Company performance as compared to the established 2020 goals. The Compensation Committee is active in setting and approving the Company-wide goals each year. The Compensation Committee also has the ability to make certain discretionary adjustments to payouts under the SEIP as it may deem appropriate.
The LTIP is a long term performance based equity compensation plan. The LTIP consists of two components, a time-vested award and a performance based award. The Compensation Committee has the discretion to modify final grants as necessary to ensure an appropriate reflection of the Company’s performance and circumstances. The Compensation Committee establishes broad performance goals against budget and third party performance as measured against one or more publicly available industry indices. Once these are presented to the Compensation Committee, the Compensation Committee will discuss and approve, or revise the goals for all named executives.
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When setting actual officer-specific Company goals, we consider not only our annual budget, but also our strategic initiatives, peer performance and individual goals, which we believe mitigate the risk and keeps executives focused on the long-term success of the Company. The Compensation Committee reviews the individual performance evaluations of named executives each year, not only to determine final award payouts, but also to discuss developmental opportunities for our named executives. In addition, incentives are predicated on satisfactory regulatory reviews as well as individual performance.
We believe that target and target plus awards are reasonable and competitive based on market research that was provided by our compensation consultant. We also pay out on a pro-rata basis for actual performance results that fall in between threshold, target and target plus levels but not above the established caps. We believe this reduces the likelihood of an executive misstating numbers to reach the next award level or withholding information to count toward the next performance year.
The Company's Clawback Policy also permits the Company to recover incentive compensation in the event that an executive officer’s misconduct materially contributed to the need for a financial restatement to correct material errors.
The individual named executive officer employment agreements, which have previously been reviewed and approved by the Compensation Committee, provide for the payment to each named executive officer of base salaries, certain insurance benefits, car allowances, and eligibility for participation in our incentive plans, equity compensation plans and other compensation programs we may adopt, as well as certain benefits and payments upon termination or a change in control. None of the agreements provides for any specific mandatory variable or incentive pay, or any other conditional compensation. As such, the Compensation Committee believes that none of such agreements present any material threat to our capital or earnings, encourage taking undue or excessive risks, or encourage manipulation of financial data in order to increase the size of an award.
The 2020 SEIP uses five equally weighted Company-wide goals and eliminates strategic, individual and department goals from the variable component of executive compensation. As with the 2019 SEIP, the Compensation Committee is active in setting and approving the Company-wide goals.

Non-Executive Compensation Plan
Our Chief Risk Officer also reviewed the 2020 incentive programs in which employees who are not executive officers participate, and provided analysis and conclusions to the Compensation Committee. These incentive plans are more business-line specific, and generally include cash incentives based on individual or team performance, residential loans closed (such loans are subsequently sold), collection of loan fees, generation of qualified referrals, establishment of deposit relationships, and other activities that are beneficial to furthering the Company’s businesses. The nature of these incentives significantly limits or avoids risk to the Company.
It was concluded that these incentive compensation arrangements appropriately balance risk and reward, are compatible with effective controls and risk management, promote appropriate sales practices and are supported by strong corporate governance, including active and effective oversight by the Compensation Committee. The Chief Risk Officer considered the incentive plan mix, metrics and targets/thresholds, design features, goal setting, and corporate governance protocols and controls. The following incentive compensation plans were reviewed:
Under our commercial lending incentive plans, certain employees are compensated with cash incentives for qualifying loans, deposits and other business they produce. A portion of the potential compensation under these plans is tied to individual and/or team performance and paid on an annual basis. There are also components, such as the collection of loan fees and the expansion of existing, or the establishing of new, customer deposit accounts, that are paid quarterly. We believe intrinsic features of these plans and commercial nature of our business protects us against unnecessary risk taking, including the plan modifier that reduces or eliminates incentive payouts when asset quality measures decline or fall below minimum acceptable levels and for unacceptable sales practices.
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Under the Senior Market Executive Incentive Plans, the incentive awards for CRE and C&I lending are based on total fees collected, and are paid on a quarterly basis. Quarterly loan fee incentive payments are paid at 75%, with the remained paid in conjunction with the annual incentive awards. Fee calculations are capped, although fee amounts in excess of cap is included for aggregation purposes. Because the incentives awards are based on fees booked, the risk to the Company is substantially reduced.
Under the Residential Lending Operations Incentive Plan, there is an incentive program for loan processors, loan closers, and underwriters. Loan processors and loan closers are paid for each loan closed. Underwriters are paid for each loan dispositioned, regardless of the decision made.
Under the Insurance Sales and Investment Advisory Services Introduction Incentive Plans, employees are compensated with cash incentives for qualified referrals that are consented to by customers.
All of our incentive plans call for the employee to be in good standing with no adverse written performance documentation. Once an employee receives adverse written documentation for performance, the employee is ineligible to receive incentive payments for a minimum of 90 days.
Residential mortgage loan officers are generally compensated based on loan production. There are separate agreements with each mortgage loan officer outlining his/her individual compensation package.

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Compensation Committee Report
We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management we have recommended to the Board of Directors that the Compensation Disclosure and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2020.
Members of the Compensation Committee
A.Leslie Ludwig, Chair
James A. SolteszBenjamin M. Soto
This report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts.

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Executive Compensation Tables
The following tables sets forth a comprehensive overview of the compensation for Ms. Riel, the President and Chief Executive Officer of the Company; Mr. Pozez, the Executive Chairman of the Company; Mr. Levingston, the Chief Financial Officer of the Company; and the three most highly compensated executive officers of the Company. The Summary Compensation Table does not reflect rights to purchase shares of common stock at a discount to the market price granted to or exercised by named executive officers under the Company’s 2011 Employee Stock Purchase Plan.
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Summary Compensation Table
Name and Principal PositionYearSalary
Bonus (1)
Stock Awards (2)
Non-Equity Incentive Plan Compensat-ion (3)
Change in Pension Value and Non-Qualified Deferred Compensat-ion Earnings (4)
All Other Compensation (5)
Total
Susan G. Riel, President & CEO of Company and Bank
2020$800,000$100,000$1,722,852$861,001$38,842$86,601$3,609,296
2019$690,449$100,000$818,111$1,387,510$41,316$90,670$3,128,056
2018$527,883$--$729,027$652,162$28,166$83,743$2,020,981
Charles D. Levingston, EVP; CFO of Company and Bank
2020$417,514$--$400,468$223,785$20,700$21,800$1,084,267
2019$383,040$--$376,268$237,482$--$30,241$1,027,031
2018$342,000$--$213,751$208,415$--$24,399$788,565
Antonio F. Marquez, SEVP; President of Commercial Banking
2020$509,834$100,000$638,808$378,628$56,224$29,370$1,712,864
2019$463,485$100,000$610,907$343,876$52,021$39,779$1,610,068
2018$421,350$--$576,330$296,673$48,076$34,759$1,377,188
Norman R. Pozez, Executive Chairman of Company and Bank
2020$--$--$2,642,661$--$--$1,026,608$3,669,269
Lindsey S. Rheaume,
EVP, CLO-C&I of Bank
2020$421,656$75,000$389,106$226,000$66,749$29,363$1,207,874
2019$409,375$75,000$465,150$244,026$60,776$27,996$1,282,323
Janice L. Williams,
SEVP–CCO of Bank
2020$510,144$100,000$642,369$378,859$109,619$22,363$1,763,354
2019466098$--$614,364$299,390$101,423$27,094$1,508,369
2018$423,725$--$509,231$529,656$93,731$22,178$1,578,521
(1)Represents portion of retention bonus paid in calendar year indicated.
(2)For all but Mr. Pozez, represents the grant date fair value of awards of time-vested restricted shares and PRSUs granted in February of the year indicated, but representing compensation for performance in the prior year. For Mr. Pozez, represents the grant date fair value of time-vested restricted shares granted in the year indicated, but in respect of service in 2019 ($705,192) and service in 2020 and 2021 ($1,937,469).
The per-share grant date fair value for PRSUs granted in 2020 with respect to 2019 performance with non-market-based performance conditions was equal to the closing price of the common stock on the date the shares were granted, or $44.60. The per-share grant date fair value for PRSUs granted in 2020 with market-based performance conditions is estimated based on the use of a Monte Carlo valuation methodology, which resulted in a per-share grant date fair value of $35.78. The grant date fair value for PRSUs granted is based on the probable outcomes of the performance conditions as determined in accordance with FASB ASC Topic 718. The grant date fair value of the PRSUs granted in 2020, assuming the highest level of performance conditions is met, would have been $1,224,938 for Ms. Riel, $284,733 for Mr. Levingston, $454,187 for Mr. Marquez, $276,654 for Mr. Rheaume and $456,719 for Ms. Williams.
For time-vested restricted stock, fair value is based on the Company’s closing price on the date of grant. For awards that are performance-based, compensation expense is recorded based on the probability of achievement of the goals underlying the grant. See Note 17 – Stock-Based Compensation in our 2020 Form 10-K.

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(3)Reflects amounts awarded under the Company’s Senior Executive Incentive Plan. Amounts shown are based on performance in the year indicated and are paid in the following year.
(4)Represents the value of the increase in the named executive officer’s accumulated benefit under such officers SERP, adopted in 2013 (or 2020, in the case of Mr. Levingston), assuming normal retirement at age 67 and a discount rate of 4.5%. Amounts reflected in this column are not currently payable to the named executive officers and are not considered for purposes of determining the identities of the named executive officers. Please refer to the discussion under the caption “SERPs” below, and to the Pension Benefits table below for additional information about the SERPs.
(5)For NEOs other than Mr. Pozez, other compensation reflects the following items: car allowance, insurance premiums, housing, fees earned or paid in cash and 401(k) matching as described in the following table. For Mr. Pozez, other compensation reflects (i) cash fees paid for service as Executive Chairman in accordance with the Chairman Compensation Agreement and (ii) premiums on long term care insurance provided to non-employee directors.

Breakout of Other Compensation
NameYearCar Allowance
Insurance Premiums (1)
HousingFees Earned or Paid in Cash401(k) Matching Contributions
Susan G. Riel2020$18,000$8,267$49,592$--$10,742
2019$14,538$20,308$47,424$--$8,400
2018$9,000$19,069$47,424$--$8,250
Charles D. Levingston2020$9,000$2,058$--$--$10,742
2019$9,000$12,841$--$--$8,400
2018$9,000$11,453$--$--$3,946
Antonio F. Marquez2020$13,000$5,628$--$--$10,742
2019$13,000$18,379$--$--$8,400
2018$13,000$16,411$--$--$5,348
Norman R. Pozez2020$--$2,858$--$1,023,750$--
Janice L. Williams2020$9,000$2,621$--$--$10,742
2019$9,000$9,694$--$--$8,400
2018$9,000$8,289$--$--$4,889
Lindsey Rheaume2020$12,000$6621$--$--$10,742
2019$12,000$7,596$--$--$8,400
(1) Insurance premiums in 2019 and 2018 include company funded portion.
Supplemental Executive Retirement Plan
In February 2013, the Bank adopted SERP for certain senior executives, including all of the named executive officers other than Mr. Levingston. In January 2020, the Bank entered into a SERP for Mr. Levingston.
Under the SERP, upon an executive’s retirement, the Bank will pay a stated monthly payment for the executive’s lifetime. The retirement benefit is tied to a percentage of the executive’s projected average base salary over the five years preceding retirement, assuming retirement at age 67. The SERP provides that (a) the benefits vest ratably over six years of service to the Bank, with the executive receiving credit for years of service prior to entering into the SERP, (b) death, disability and change- in-control will be deemed to be retirement resulting in immediate vesting, and (c) the monthly amount will be reduced if retirement occurs earlier than age 67 for any reason other than death, disability or change-in-control. The SERP further provides for a death benefit in the event the executive has not received at least 180 monthly installments of supplemental retirement benefits; the death benefit will be based upon an election by the executive for either a lump sum payment or continued monthly installment payments, such that the executive and the executive’s beneficiary have received payment(s) sufficient to equate to a cumulative 180 monthly installments. The benefits to the named executive officers as of December 31, 2020 are as set forth in the following table.
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Name
Title
Percentage of Projected Salary
Susan G. Riel
President and CEO – Company and Bank35%
Charles D. Levingston (1)
EVP and CFO – Company and Bank30%
Antonio F. MarquezSEVP and CLO – Commercial Real Estate (Bank)25%
Norman R. PozezExecutive Chairman of Company and BankN/A
Janice L. WilliamsSEVP and CCO (Bank)30%
Lindsey S. RheaumeEVP and CLO – Commercial and Industrial (Bank)20%
(1) Mr. Levingston entered into a SERP agreement on January 29, 2020.

The SERP Agreements are unfunded arrangements maintained primarily to provide supplemental retirement benefits and comply with Section 409A of the Internal Revenue Code (the “Code”). The Bank has elected to finance the retirement benefits by purchasing annuities that have been designed to provide a future source of funds for the lifetime retirement benefits of the SERP Agreements. The primary impetus for utilizing annuities is a substantial savings in compensation expense for the Bank as opposed to a traditional SERP. For additional information regarding the SERP, please refer to the table under the caption “Pension Plan.”

image_2258a.jpgEmployment and Non-Compete Agreements
Mr. Pozez, the Company and the Bank have entered into a Chairman Compensation Agreement, dated as of May 31, 2019 and amended and restated as of December 31, 2019, governing his compensation for his service as Chair of the Board of Directors of the Company and the Bank. The terms of this agreement are described above under the caption “Chairman Arrangements”. His compensation arrangements were not revised in connection with his appointment as Executive Chairman in March 2020. The compensation under Mr. Pozez's Chairman Compensation Agreement is in lieu of all other cash fees for service on the Boards of Directors or any committees of the Company and the Bank.
The Bank and Ms. Riel are parties to an Amended and Restated Employment Agreement, dated as of December 31, 2019, governing her service as President and Chief Executive officer of the Company and Bank. Pursuant to her agreement, Ms. Riel is entitled to a current annual base salary of $800,000, and participation in all other health, welfare, benefit, stock, option and bonus plans, if any, generally available to all officers and employees of the Bank or the Company, including a car allowance of $1,500 per month and a life insurance benefit of $750,000. The compensation under Ms. Riel’s employment agreement is in lieu of all other cash fees for service on the Boards of Directors or any committees of the Company and the Bank. Ms. Riel’s agreement provides if her employment is terminated without cause for reasons other than death, disability or in connection with a change of control (as defined), she would be entitled to payment of health insurance premiums under COBRA for one year, and to continued health and life insurance benefits for three years if the termination is in connection with a change in control.
In the event of the termination of Ms. Riel’s employment as a result of her retirement (as defined) on or after June 30, 2021 (other than pursuant to her voluntary termination following a reduction in title, duties, responsibilities or compensation following a change in control), and subject to execution of an appropriate release, she shall be entitled to receive a lump-sum cash payment of one times her salary at the rate being paid as of the termination date. Ms. Riel would be entitled to 1.99 times the sum of her (a) annual salary at the highest rate in effect during the twelve month period immediately preceding her termination date and (b) cash bonus(es) paid in the most recent twelve months if her employment is terminated without cause (as defined) (i) within one hundred twenty (120) days immediately prior to and in conjunction with a change in control or (ii) within twelve (12) months following consummation of a change in control; or within twelve months following consummation of a change in control, her title, duties and or position have been materially reduced such that she is not in comparable positions in the publicly traded holding company
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and in the bank (with materially comparable compensation, benefits, contractual terms and conditions and responsibilities and is located within twenty-five (25) miles of her primary worksite) to the position she held immediately prior to the change in control, and within thirty (30) days after notification of such reduction she notifies the Bank that she is terminating employment due to such change in her employment unless such change is cured within thirty (30) days of such notice by providing her with a comparable position (including materially comparable compensation and benefits and is located within twenty-five (25) miles of her primary worksite).
Each of the four other named executive officers has an amended and restated employment agreement with the Bank. Each of these officers is also entitled to long term care insurance and to participation in all other health, welfare, benefit, stock, option and bonus plans, if any, generally available to all executive officers and employees of the Bank or the Company. Under each agreement if the officer’s employment is terminated without cause for reasons other than death, disability or in connection with a change in control (as defined), he/she would be entitled to receive continued payment of health insurance premiums under COBRA for one year. In the event of termination of the other named executive officer’s respective employment without cause within 120 days before a change in control, or within 12 months after a change in control, or the reduction in his/her compensation or position or responsibilities, Mr. Levingston, Mr. Marquez, Mr. Rheaume, and Ms. Williams would be entitled to receive a lump sum payment equal to 1.99 times the sum of (i) his/her base salary at the highest rate in effect during the 12 months preceding termination, (ii) cash bonuses (incentive plan and discretionary, if any) paid to the officer in the most recent 12 months, as well as three years continuation of health insurance, in each case subject to adjustment to avoid adverse tax consequences resulting from characterization of such payment for tax purposes as an “excess parachute payment.”
Ms. Riel and the other named executive officers are also a party to an amended and restated non-compete agreement with the Bank. The non-compete agreements provide that in the event of termination of the officer’s employment by the Bank without “cause” as defined in such officer’s amended and restated employment agreement, including without limitation, in the event of a “change in control” as defined in the officer’s amended and restated employment agreement, or such officer’s resignation following a change in control as provided in the officer’s amended and restated employment agreement (collectively, “Separation”), and subject to the officer timely signing and delivering to the Bank (a) a General Release and Waiver, and such release becoming irrevocable, and (b) continued compliance with the confidentiality and non-competition provisions of the non-compete agreement the Bank shall, for one (1) year following the date on which the release is executed and delivered to the Bank, continue to pay the officer, monthly in arrears, salary at the rate being paid as of the termination date, together with an additional amount equal to one-twelfth of the most recent annual cash bonus (incentive plan and discretionary, if any), if any, for each month of the period during which the officer is in full compliance with the provisions of the agreement.
The non-compete agreements require that for one year after applicable separation, the officer will not, directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise) engage in employment or provide services to any financial services enterprise engaged in the business of offering retail customer and commercial deposit accounts and/or loan products.

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