Eagle Bancorp Montana (EBMT) Proxy Filing summary

Executive summary

• The 2025 Stock Incentive Plan aims to promote long-term financial success by attracting, retaining, and rewarding directors, officers, and employees, aligning their interests with shareholders through equity ownership.

• The plan replaces the 2011 Stock Incentive Plan for new awards, with a ten-year term from the effective date, and is subject to shareholder approval at the 2025 Annual Meeting.

• Awards under the plan include stock options, restricted stock, restricted stock units, performance awards, and substitute awards, each governed by specific terms and conditions.

• The plan includes a share reserve of 175,000 shares plus unissued or returned shares from the prior plan, with annual limits for non-employee directors.

• The plan is administered by the Compensation Committee, which has broad authority over award grants, terms, and interpretation.

Voting matters and shareholder proposals

• Shareholders are asked to approve the 2025 Stock Incentive Plan for Directors, Officers, and Employees as Proposal 4 at the 2025 Annual Meeting.

Board of directors and corporate governance

• The Compensation Committee, consisting of at least two disinterested directors, administers the plan and may delegate certain powers to other committees or individuals.

• The Board retains the right to amend or terminate the plan, with certain amendments requiring shareholder approval.

• Indemnification is provided for committee members, directors, and certain officers involved in plan administration.