EAGLE BANCORP INC

We compensate our named executive officers through a mix of:

•base salary;

•performance-based annual cash incentives;

•long-term incentive compensation (awarded in the form of Restricted Stock Awards with three-year ratable

vesting periods and Performance Share Units with three-year cliff vesting periods); and

•other benefits, which include certain perquisites.

We believe the current mix and value of these compensation elements provide our NEOs with a total annual target compensation that is both reasonable and competitive within our markets, appropriately reflects our performance and each NEO's particular contributions to that performance, and takes into account applicable regulatory guidelines and requirements. We intend for our compensation program to be performance-based, where the opportunity to earn higher compensation (via our short- and long-term incentive plans) is provided if performance warrants. As illustrated below, the majority of our CEO's and NEOs' total direct compensation opportunity is variable ("at-risk"). The visuals below depict the mix of total target direct compensation (salary, target annual incentives, restricted stock awards and performance share units at grant date fair value (based on target performance for performance share units) set for our CEO and other NEOs for 2023.

Summary of CEO Compensation

The Compensation Committee obtains input from its independent compensation consultant and along with shareholder engagement efforts following our 2023 Annual General Meeting, changes were applied to the total target compensation for the CEO as detailed below:

Base Salaries

The base salaries of our NEOs are reviewed and set annually by the Compensation Committee. In establishing base salaries for our NEOs, the Compensation Committee has relied on external market data obtained from outside sources including banking industry trade groups and peer group compensation data developed by our independent compensation consultant. In addition to considering information obtained from such sources, the Compensation Committee also takes into account the experience, performance and contribution of the NEO. These increases were generally consistent with the merit increases provided to employees more broadly in the Company for 2023.

(1)Mr. Newell joined the Company on September 25, 2023

(2)Mr. Levingston received a salary adjustment on September 25, 2023 from $438,640 to $380,000 to reflect adjusted oversight responsibilities in his new role as Executive Vice President, Chief Financial Officer of EagleBank.

Senior Executive Incentive Plan ("SEIP")

The Senior Executive Incentive Plan ("SEIP") was established to reward our executives for achieving or exceeding predefined Company performance goals. Under the SEIP, an executive is eligible to earn a cash 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 on individual metrics, while reserving discretion to adjust final payouts as it deems appropriate.

The SEIP aligns executive pay with performance, drives the Company's strategic goals, and rewards superior financial results. The SEIP is designed to achieve the following goals and objectives:

•recognize and reward achievement of the Company's annual business goals critical to driving our long-term strategy;

•motivate and reward superior performance;

•attract and retain talent needed for the Company's success;

•to be competitive with the market;

•encourage teamwork and collaboration through shared goals; and

•promote sound risk management strategies

Funding of the SEIP

Funding of the SEIP is based on the budget for net income approved by the Board, with performance below budgeted goals designed to result in reduced pay. For 2023, the Committee established that adjusted net income had to achieve 85% of the net income target for the NEOs to qualify for a SEIP payout for the year.

(1)Reported net income and adjusted net income were the same for 2023

Performance metrics - Weighting and Selection Rationale

Performance metrics for 2023 were changed to reflect an increased emphasis on deposit growth. Weights were varied by executive officer based upon their respective area of responsibility and ability to directly influence results. The following table shows the weightings for 2023, the rational for selecting each metric and the range of weightings for executive officers.

The Committee did not consider performance of those metrics for purposes of the SEIP since the SEIP net income requirement for funding was not met.

(1)Weighting of each performance metric differed by NEO.

(2)Noninterest expense divided by the sum of net interest income and noninterest income.

The Compensation Committee approved the following performance metrics, which are aligned with the board approved budget for the year ending December 31, 2023. Below are performance metrics for each threshold, target, and target plus. The Compensation Committee did not measure actual results to performance metrics since the plan was not funded for the calendar year of 2023.

SEIP Incentive Opportunity as a percent of NEO base salary

The Compensation Committee determined each NEO’s incentive opportunity for 2023 as a percentage of the NEO’s base salary, as illustrated in the table below. The incentive opportunity for each NEO could be earned at the following levels: Threshold, Target, Target Plus, or Cap, each reflected as a percentage of the NEO’s base salary below, with interpolation for performance achievements between the stated levels

We apply a Cap to each performance metric. This limits the SEIP payout on a metric-by-metric basis, in a scenario where one or more performance metrics substantially outperforms the Target Plus goal.

(1)SEIP payout is the product of the base salary, weighting of the performance metric, calculated payout percentage and applicable incentive opportunity.

As adjusted net income in 2023 was less than 85% of target, the SEIP did not fund and the NEOs did not qualify for any payout.

Long Term Incentive Plan ("LTIP")

The Company believes that equity compensation is a critical component of a total direct compensation package which enhances the Company's ability to recruit, retain and reward key talents needed for the Company's success, align executives' interests with those of our stockholders, encourage executives' best performance and provide incentives for long-term sustained performance. Our stockholder-approved incentive plan allows us to execute our philosophy by providing equity compensation to our key executive and Board members.

The Compensation Committee approved equity awards to members of the executive management team, including the NEOs, pursuant to the Company's stockholder-approved Long-Term Incentive Plan (LTIP). In determining the form of equity to be granted the Compensation Committee considered many factors including the ability to drive corporate performance, retention, executive officers' current stock ownership level, tax and accounting treatment and the impact on dilution. Awards were made in consideration of market practice and alignment with the Company's compensation philosophy.

The LTIP is designed to support the Company's pay for performance philosophy and reward key executives for creating long-term stockholder value. More specifically, the LTIP is designed to meet the following objectives:

•Performance: Reward key executives for driving long-term, sustained performance (e.g. stock price, specific performance measures).

•Stockholder Alignment: Align executives with stockholder interests through performance goals and focus on stockholder value appreciation.

•Ownership: Ensure executives have an ownership interest in the Company.

•Retention: Enable the Company to retain senior executives.

•Sound Risk Management: Provide a balanced view of performance and align rewards with the time horizon of risk.

•Market Competitive: Position executive total compensation to provide market competitive opportunities that are aligned with performance. Similar to the SEIP, the long-term incentive plan is designed to only provide

above target or maximum long-term payouts when we outperform our peer benchmarks.

In response to feedback from the Compensation Committee's investor outreach efforts and to better align the Company's long-term incentive strategies with our peer group, the Compensation Committee adjusted the ratio of time vested and performance vesting long-term incentive awards. The 2024 equity award for each NEO, which are intended to be in respect of 2023 service, consisted of 40% time-vested restricted stock and 60% performance based restricted stock units ("PRSU's") which was awarded in February 2024.

Performance Restricted Stock Units (PRSUs)

In February 2024, PRSUs in respect of 2023 service were awarded subject to performance-based vesting following a three-year measurement period, (January 1, 2024 - December 31, 2026). At the end of the period, two metrics will be measured to determine vesting. An executive officer may vest in awards related to either, one or both metrics, depending on Company performance relative to the KBW Nasdaq Regional Banking Index ("KRX"). The KRX is a modified market capitalization weighted index that is designed to track the performance of publicly traded U.S. regional banks. In order to receive any vesting under the PRSUs, the Company needs to perform at a minimum level of performance, which is the threshold. The two metrics for the performance grants are:

•Total Shareholder Return (TSR) compared to the KRX; and

•Return on Average Assets (ROAA) based on the KRX

PRSUs will vest based on the Company’s ranking for each metric relative to the KRX and can range from 50% at threshold to 150% at maximum depending on performance. The measures for both metrics and the payout ranges are:

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 target PRSUs for that metric shall become vested. If the maximum is met for a metric, then 150% of the target PRSUs for that metric shall become vested (with points in between measured on a straight-line interpolation).

If the Company's absolute TSR for the 3-year period is negative, then the total award payout is capped at no more than Target.

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 challenging but reasonably achievable with good performance. 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 circumstances.

Time-Vested Restricted Stock

In February 2024, time-vested restricted stock awards for 2023 service were also awarded and vest ratably over three years commencing on the first anniversary of the date of grant. These shares will be forfeited if the executive officer terminates employment before vesting, except for accelerated vesting upon death, disability, or a qualifying termination in connection with a change in control.

PRSUs and Time-Vested Restricted Stock

Target LTIP share amounts awarded were determined as a multiple of salary divided by the closing price on the date of grant with 40% awarded as time-vested restricted stock and 60% awarded as PRSUs for the 2024 grant. The LTIP is subject to the Company’s Clawback Policy.

Time-vested restricted stock and PRSUs were issued to our executive officers in February 2024 based on 2023 performance as set forth below:

(1)Value based on closing price the day of grant, which was $24.26 per share. 60% of the PRSUs awarded are market performance based with a value of $12.69 per shares based on a Monte Carlo valuation methodology.

(2)Due to his announced retirement effective as of July 15, 2024, Mr. Rheaume did not participate in the 2024 long-term awards that were made to our other Named Executive Officers.

Total Actual Pay for 2023 Performance

The following table shows the Compensation Committee's 2023 total pay decisions for our Named Executive Officers. The amounts reported in the table differ substantially from those reported for 2023 in the Summary Compensation Table on page 45 of this Proxy Statement, which reflects equity awards granted during a year, rather than after year-end, even if awarded for services performed in that year. We generally consider long-term incentives granted during a year to be part of the prior year's total pay opportunity. The following table is included to show how the Compensation Committee thinks about annual compensation for our NEOs and is not intended to be a substitute for the Summary Compensation Table on page 45 of this Proxy Statement.

(1)Pursuant to an employment agreement dated September 25, 2023, Mr. Newell received a one-time cash bonus of $100,000 and a three year time-vested award of $300,000 within the first 30 days of his employment; these incentives are not reflected.

(2)Value based on closing price the day of grant, which was $24.26 per share. 60% of the PRSUs awarded are market performance based with a value of $12.69 per shares based on a Monte Carlo valuation methodology.

We note that under the SEC rules the equity awards made in 2024 for service in 2023 are not reflected in the Summary Compensation Table in this proxy statement, but will be reflected in next year’s proxy statement.

Results of 2021 PRSUs

PRSUs were awarded to several of our NEOs on February 16, 2021 (the "2021 PRSUs") in respect of 2020 service. The vesting of the 2021 PRSUs was based on two relative performance metrics of equal weighting, as measured during the period beginning January 1, 2020 and ending December 31, 2023: (a) relative return on average assets ("return on average assets") and (b) relative total shareholder return ("Relative TSR"). For the first metric, return on average assets, the Company's actual return was in the 59th percentile, which resulted in a payout for that metric at 94.4% of target. For the second metric, Relative TSR, the Company's performance during the measurement period was in the 42nd percentile, below the threshold, and therefore earned no payout on the metric. As a result, the total payout associated with the 2021 PRSUs was 47.2% of Target.

The PRSUs granted February 16, 2021 vested and shares were paid out on February 12, 2024 at a fair market value of $24.26 per share as follows:(1)

(1)Messrs. Newell and Riel were not granted PRSUs that had a performance period ending December 31, 2023.

(2)Mr. Marquez's performance shares were forfeited when he departed the Company on July 31, 2023.

Treatment of LTIP Awards Under Termination Events

The Long-Term Incentive Plan details treatment of performance-vested restricted stock units ("PRSUs") and time vested equity under various employment termination events. For PRSU awards, if the grantee's employment with the Company is terminated due to death or disability (as defined in the Plan), before the last day of the applicable performance period, then the target number of PRSUs covered by the PRSU award will immediately vest If the

grantee's employment is terminated due to retirement (as defined in the Plan), before the last day of the applicable performance period, then the grantee shall remain eligible to vest in the Restricted Share Units at the end of the Performance Period based upon actual performance results .

Time vested equity awards provide that if the grantee's employment with the Company is terminated due to death or disability (as defined in the Plan), in each case before the last day of the vesting period, then the unvested time equity awards will vest immediately.

Upon a change in control (as defined in the Plan), time vested equity awards will vest and PRSUs' vesting will be based on the greater of "target" or actual performance measured through the Change in Control.

Other Factors Affecting Executive Compensation

Supplemental Executive Retirement Plan ("SERP")

The Company also provides certain of its executive officers, with a supplemental retirement benefit, 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 Bank has adopted SERPs for certain named executive officers with the exception of Messrs. Pozez, Newell, and Riel.

Executive Perquisites

We do not provide significant perquisites or other personal benefits to our executive officers. Our executive officers participate in our health and welfare benefit programs on the same basis as all of our employees. In 2023, we provided limited perquisites in line with market practice, including a housing and automobile benefit for our Chief Executive Officer.

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. For 2023, the employee match was 4%.

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.