0001050441☐00010504412024-07-262024-07-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 26, 2024
 
EAGLE BANCORP, INC.
(Exact name of registrant as specified in its charter)
 
Maryland0-2592352-2061461
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
7830 Old Georgetown Road, Third Floor
Bethesda, Maryland 20814
(Address of Principal Executive Offices) (Zip Code)
(301) 986-1800
(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueEGBNThe Nasdaq Stock Market LLC
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On July 26, 2024, the Board of Directors (the “Board”) of Eagle Bancorp, Inc. (the “Company”), the parent company of EagleBank (the “Bank”), and the Board of Directors of the Bank, upon the recommendation of the Governance and Nominating Committee of the Board, elected Louis P. “Pete” Mathews Jr. as a director of the Company and of the Bank, effective immediately. The Board has determined that Mr. Mathews is independent under the applicable rules of The Nasdaq Stock Market and federal securities laws. The Board appointed Mr. Mathews to the Asset Quality Subcommittee of the Risk Committee of the Board. Upon his appointment to the Board on July 26, 2024, the number of directors constituting the Board increased to ten directors.

Mr. Mathews will receive the Company’s standard compensation for non-employee directors, as described under the heading “Director Compensation” in the Company’s definitive proxy statement on Scheduled 14A, filed with the Securities and Exchange Commission on April 3, 2024.

There are no arrangements between Mr. Mathews and any other persons, pursuant to which Mr. Mathews was selected as a director to the Board. There are no related party transactions between the Company and Mr. Mathews that would be required to be reported pursuant to Item 404(a) of Regulation of S-K of the Securities Act of 1933, as amended.

Mr. Mathews is a former Senior Executive Vice President at M&T Bank. At the time of his retirement in 2022, he was the Senior Deputy Credit Officer overseeing the Commercial Credit teams supporting the bank’s Commercial Lending and Commercial Real Estate segments. Before that, he was the Deputy Credit Officer in charge of the Commercial Real Estate Credit group. He began his career over 45 years ago at First National Bank of Maryland in the Retail Branch Management Program. Thereafter, he maintained various Relationship Manager and Team Leader roles within commercial and commercial real estate lending. At the time of Allfirst Bank’s merger with M&T Bank (First National Bank renamed itself to Allfirst Bank in 1999), Mr. Mathews was in charge of the Commercial Real Estate Division at Allfirst. He ran the Mid-Atlantic CRE unit for M&T until becoming the bank’s Senior Real Estate Credit Officer in 2005.

Mr. Matthews currently serves on the Board of Catholic Charities of Baltimore and Chairs the Board of Healthy Neighborhoods, Inc. After over 20 years of service, he will retire as Treasurer and former Board Governance Chair for Business Volunteers Maryland. Mr. Mathews obtained a Bachelor of Arts in American History from Princeton University.

Item 7.01. Regulation FD Disclosure.

On July 30, 2024, the Company issued a press release announcing the appointment of Mr. Mathews to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information contained in this Current Report on Form 8-K that is furnished under this Item 7.01, including the accompanying Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. The information contained in this Current Report on Form 8-K that is furnished under this Item 7.01, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Exhibits.
 
(d) Exhibits.
 
Exhibit Number Description
 Press Release of Eagle Bancorp, Inc., dated July 30, 2024, announcing the election of Pete Mathews to the Company’s Board of Directors.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 EAGLE BANCORP INC.
   
  
Date: July 30, 2024By:/s/ Eric R. Newell       
  Eric R. Newell
  Executive Vice President, Chief Financial Officer

FOR IMMEDIATE RELEASE July 30, 2024 EagleBank Contact Vikki Kayne Chief Marketing Officer 301.986.1800 EagleBank Adds Experienced Commercial Real Estate Expert to the Board of Directors Veteran Washington, DC Banking Executive and Maryland resident Louis P. “Pete” Mathews Jr. brings extensive asset management and Commercial Real Estate experience to EagleBank BETHESDA, MD - July 30, 2024 - EagleBank (NASDAQ: EGBN), one of the largest community banks in the Washington, D.C. area, today announced the appointment of Pete Mathews as an independent member of its Board of Directors (the “Board”) and to the Board of Directors of Eagle Bancorp, Inc., its holding company, effective July 26, 2024. Mathews will serve as a member of the Asset Quality Subcommittee of the Risk Committee of the Board, leveraging his four decades of experience servicing the Commercial Real Estate (CRE) industry. Following his appointment, the Board will consist of 10 directors, eight of whom will be independent. “Pete’s experience in CRE asset management is a great addition to the Board as we drive sustained growth for EagleBank,” said Norman Pozez, Executive Chairman of the Board. “We look forward to drawing on his leadership and experience in managing asset quality as the Board continues its oversight role.” Mr. Mathews is a retired Senior Vice President at M&T Bank, where, over the course of his 43 years he served in several senior management roles, most recently overseeing the commercial and CRE credit officers. “I am honored to be joining the EagleBank Board and help drive forward the Bank’s strategic priorities,” said Pete Mathews. “EagleBank stands as a leader in the region due to its industry leading capital and strength in Commercial Real Estate. I am eager to utilize my skills and experiences to support EagleBank as it continues to expand its business in the Washington, DC region and beyond.” “As we continue to strengthen our team of personnel in all areas of the Bank, it is my pleasure to welcome Pete Mathews to our Board,” said Susan Riel, President and CEO of EagleBank. “In our 25-year franchise CRE has always been a foundation of EagleBank, and Pete’s impressive four-decade career in commercial real estate and commercial banking will support EagleBank in maintaining our position as a local leader in the industry. I am delighted to have Pete on our team.”

 
*** Pete Mathews Pete Mathews is a former Senior Executive Vice President at M&T Bank. At the time of his retirement in 2022, he was the Senior Deputy Credit Officer overseeing the Commercial Credit teams supporting the bank’s Commercial Lending and Commercial Real Estate segments. Before that, he was the Deputy Credit Officer in charge of the Commercial Real Estate Credit group. He began his career over 45 years ago at First National Bank of Maryland in the Retail Branch Management Program. Thereafter he maintained various Relationship Manager and Team Leader roles within commercial and commercial real estate lending. At the time that First National Bank of Maryland (or Allfirst Bank, as it later came to be known) merged with M&T Bank in 2003, Mr. Mathews was in charge of the Commercial Real Estate Division. He ran the Mid-Atlantic CRE unit for M&T until becoming the bank’s Senior Real Estate Credit Officer in 2005. Mr. Matthews currently serves on the Board of Catholic Charities of Baltimore and chairs the Board of Healthy Neighborhoods, Inc. After over 20 years of service he will retire as Treasurer and former Board Governance Chair for Business Volunteers Maryland. Mr. Mathews obtained a Bachelor of Arts in American History from Princeton University. About EagleBank Eagle Bancorp, Inc. is the holding company for EagleBank, which commenced operations in 1998. EagleBank is headquartered in Bethesda, Maryland, and conducts full service commercial banking through more than a dozen offices, located in Suburban, Maryland, Washington, D.C. and Northern Virginia. EagleBank focuses on building relationships with businesses, professionals and individuals in its marketplace.

 
v3.24.2
Document and Entity Information Document
Jul. 26, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 26, 2024
Entity Registrant Name EAGLE BANCORP, INC.
Entity Incorporation, State or Country Code MD
Entity File Number 0-25923
Entity Tax Identification Number 52-2061461
Entity Address, Address Line One 7830 Old Georgetown Road, Third Floor
Entity Address, City or Town Bethesda
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20814
City Area Code 301
Local Phone Number 986-1800
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol EGBN
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001050441
Amendment Flag false
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