EAGLE BANCORP MONTANA, INC., DEF 14A filed on 3/9/2026
Proxy Statement (definitive)
v3.25.4
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Eagle Bancorp Montana, Inc.
Entity Central Index Key 0001478454
v3.25.4
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table  

PAY VERSUS PERFORMANCE

 

Pay Versus Performance Table. As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. In determining the “compensation actually paid” to our Named Executive Officers (“NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for 2025, 2024 and 2023 calendar years.

 

Pay Versus Performance Table

 

Year

 

Summary

Compensation

Table Total

for CEO(1)

   

Compensation

Actually Paid

for CEO(2)

   

Average

Summary

Compensation

Table Total

for Other

NEOs(1)

   

Average

Compensation

Actually Paid

for Other

NEOs(2)

   

Value of $100

Initial Fixed

Investment Based

on Total

Shareholder

Return (“TSR”)

   

Net Income

(In Millions)

 

2025

  $ 937,647     $ 991,316     $ 561,030     $ 582,052     $ 123     $ 14.84  

2024

    572,273       571,181       390,553       390,321       95       9.78  

2023

    642,868       656,963       385,605       388,081       98       10.06  

 

 

(1)

The CEO for 2025, 2024 and 2023 is Laura F. Clark. Other named executive officers for 2025 include Miranda J. Spaulding, Senior Vice President/Chief Financial Officer and P. Darryl Rensmon, Executive Vice President/Chief Operating Officer. Other named executive officers for 2024 include Miranda J. Spaulding, Senior Vice President/Chief Financial Officer and Mark O’Neill, Senior Vice President/Chief Credit Officer. Other named executive officers for 2023 include Miranda J. Spaulding, Senior Vice President/Chief Financial Officer and Dale F. Field, Senior Vice President/Chief Credit Officer.

 

(2)

SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable Named Executive Officer without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). Named Executive Officers do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are not paid on unvested stock awards. The following table details these adjustments:

   
PEO Total Compensation Amount   $ 937,647 $ 572,273 $ 642,868
PEO Actually Paid Compensation Amount   $ 991,316 571,181 656,963
Adjustment To PEO Compensation, Footnote  

Year

 

Executive(s)

 

Summary

Compensation

Table Total

($)

   

Subtract

Stock

Awards

($)

   

Add

Year-

End

Equity

Value

($)

   

Add

(Subtract)

Change in

Value of

Prior

Equity

Awards

($)

   

Add

(Subtract)

Change in

Value of

Vested

Equity

Awards

($)

   

Subtract

Value of

Equity

Awards

that Failed

to Meet

Vesting

Conditions

($)

   

Compensation

Actually Paid

($)

 

2025

 

CEO

  $ 937,647     $ (142,482 )   $ 172,255     $ 19,802     $ 4,094     $     $ 991,316  
   

Other NEOs

    561,030       (58,991 )     71,422       7,118       1,473             582,052  
                                                             

2024

 

CEO

    572,273                   (3,986 )     2,894             571,181  
   

Other NEOs

    390,553                   (1,333 )     1,101             390,321  
                                                             

2023

 

CEO

    642,868       (75,870 )     101,956       (2,419 )     (9,572 )           656,963  
   

Other NEOs

    385,605       (24,053 )     32,323       (1,051 )     (4,743 )           388,081  

 

 

   
Non-PEO NEO Average Total Compensation Amount   $ 561,030 390,553 385,605
Non-PEO NEO Average Compensation Actually Paid Amount   $ 582,052 390,321 388,081
Adjustment to Non-PEO NEO Compensation Footnote  

Year

 

Executive(s)

 

Summary

Compensation

Table Total

($)

   

Subtract

Stock

Awards

($)

   

Add

Year-

End

Equity

Value

($)

   

Add

(Subtract)

Change in

Value of

Prior

Equity

Awards

($)

   

Add

(Subtract)

Change in

Value of

Vested

Equity

Awards

($)

   

Subtract

Value of

Equity

Awards

that Failed

to Meet

Vesting

Conditions

($)

   

Compensation

Actually Paid

($)

 

2025

 

CEO

  $ 937,647     $ (142,482 )   $ 172,255     $ 19,802     $ 4,094     $     $ 991,316  
   

Other NEOs

    561,030       (58,991 )     71,422       7,118       1,473             582,052  
                                                             

2024

 

CEO

    572,273                   (3,986 )     2,894             571,181  
   

Other NEOs

    390,553                   (1,333 )     1,101             390,321  
                                                             

2023

 

CEO

    642,868       (75,870 )     101,956       (2,419 )     (9,572 )           656,963  
   

Other NEOs

    385,605       (24,053 )     32,323       (1,051 )     (4,743 )           388,081  

 

 

   
Compensation Actually Paid vs. Total Shareholder Return  

Relationship Between Compensation Actually Paid and Performance Measures. The charts below show, for the past three years, the relationship between the CEO and non-CEO “compensation actually paid” and (i) the Company’s TSR; and (ii) the Company’s net income.

 

graph01.jpg
   
Compensation Actually Paid vs. Net Income  
graph02.jpg

 

 

   
Total Shareholder Return Amount   $ 123 95 98
Net Income (Loss)   $ 14,840,000 9,780,000 10,060,000.00
PEO Name   Laura F. Clark    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   $ (142,482) 0 (75,870)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   172,255 0 101,956
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   19,802 (3,986) (2,419)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   4,094 2,894 (9,572)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0      
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   (58,991) 0 (24,053)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   71,422 0 32,323
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   7,118 (1,333) (1,051)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   $ 1,473 $ 1,101 $ (4,743)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0      
v3.25.4
Recovery of Erroneously Awarded Compensation
12 Months Ended
Dec. 31, 2025
Restatement Determination Date:: 2025-12-31  
Erroneously Awarded Compensation Recovery  
Erroneous Compensation Analysis

Clawback Policy. The Company has adopted a clawback policy which provides for recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under federal securities law. This includes any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

v3.25.4
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure

Timing of Option Awards. We provide the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. Eagle has no policy or practice regarding option grant timing because it does not grant, and has not in recent years granted, options to its named executive officers. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation.

Award Timing Method Timing of Option Awards. We provide the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. Eagle has no policy or practice regarding option grant timing because it does not grant, and has not in recent years granted, options to its named executive officers. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation.
Award Timing Predetermined false
Award Timing MNPI Considered false
MNPI Disclosure Timed for Compensation Value false
v3.25.4
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true