Eagle Bancorp Montana : 2022 Proxy Statement

EAGLE BANCORP MONTANA, INC.

1400 Prospect Avenue

Helena, Montana 59601

[phone]

To our Stockholders:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Eagle Bancorp Montana, Inc. ("Eagle"), the holding company of Opportunity Bank of Montana (the "Bank"). The Annual Meeting is scheduled to be held on Thursday, April 20, 2023, at 11:00 a.m., Mountain time, at the main office of the Bank, located at 1400 Prospect Avenue, Helena, Montana.

The attached Notice of Annual Meeting and Proxy Statement describes the proposals to be voted on at the Annual Meeting. Also contained in this package is Eagle's Annual Report on Form 10-K for the year ended December 31, 2022, that contains important business and financial information concerning Eagle and the Bank.

The Board of Directors of Eagle has determined that approval of the proposals is in the best interests of Eagle and its stockholders. Therefore, the Board unanimously recommends that you vote in favor of all proposals and in favor of the Board's nominees for director. Members of the Board and officers of Eagle and Eagle's independent registered public accounting firm will be available at the Annual Meeting to respond to any questions that you may have regarding the agenda for the Annual Meeting and any adjournment thereof.

Please sign and return the enclosed proxy card promptly. Your cooperation is appreciated since a majority of the common stock outstanding must be represented either in person or by proxy to constitute a quorum for the conduct of business at the Annual Meeting.

On behalf of the Board of Directors and all of the employees of Eagle, I wish to thank you for all your support and interest.

Sincerely yours,

Laura F. Clark

President & Chief Executive Officer

March 15, 2023

EAGLE BANCORP MONTANA, INC.

1400 Prospect Avenue

Helena, MT 59601

[phone]

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

Thursday, April 20, 2023 11:00 a.m. (Mountain Time)

On behalf of the Board of Directors, I am pleased to invite you to attend the 2023 Annual Meeting of Stockholders of Eagle Bancorp Montana, Inc. ("Eagle"), which will be held Thursday, April 20, 2023, at 11:00 a.m. Mountain time. The purposes of the meeting are:

1. To elect, for various terms, the four nominees named in the accompanying Proxy Statement;
2. To ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;
3. To hold an advisory vote on the compensation of our named executive officers;
4. To approve the proposed amendment to the 2020 Non-Employee Director Award Plan.
5. To transact such other business as may properly come before the meeting or any adjournment thereof.

The Proxy Statement accompanying this Notice of 2023 Annual Meeting of Stockholders describes each of these items in detail. The Proxy Statement contains other important information that you should read and consider before you vote.

The Board of Directors of Eagle has fixed the close of business on Friday, March 3, 2023 as the voting record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Your vote is important. You are urged to vote your shares as soon as possible even if you plan to attend the Annual Meeting. Information about how to vote your shares via the Internet, by telephone, or by signing, dating and returning your proxy card can be found in the Proxy Statement.

BY ORDER OF THE BOARD OF DIRECTORS

Laura F. Clark

President & Chief Executive Officer

March 15, 2023

Helena, Montana

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EAGLE BANCORP MONTANA, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

APRIL 20, 2023

GENERAL INFORMATION

This Proxy Statement is being furnished to the holders of the common stock of Eagle Bancorp Montana, Inc. (sometimes referred to as "Eagle," the "Company," "we," "our" or "us"), in connection with the solicitation of proxies by the Board of Directors of Eagle for use at the 2023 Annual Meeting of Stockholders, or Annual Meeting, for the purposes set forth in the attached Notice of 2023 Annual Meeting of Stockholders.

This Proxy Statement and proxy card are being sent to holders of the common stock beginning on or about March 15, 2023. A copy of Eagle's Annual Report to Stockholders, which includes our audited financial statements, also accompanies this Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on April 20, 2023: The Eagle Proxy Statement and accompanying 2022 Annual Report are available at www.investorvote.com/EBMT. The contents of websites are not incorporated herein by reference and any reference to website addresses provided throughout this Proxy Statement are intended to be inactive textual references only.

Time and Place of the Annual Meeting

Our annual meeting will be held as follows:

Date: Thursday, April 20, 2023

Time: 11:00 a.m., Mountain Time

Place: The main office of Opportunity Bank of Montana

1400 Prospect Avenue, Helena, Montana

Matters to Be Considered and Acted Upon at the Annual Meeting

Each proxy solicited hereby, if properly signed and returned to Eagle and not revoked prior to its use, will be voted in accordance with the instructions indicated on the proxies. If no contrary instructions are given, each signed proxy received will be voted in favor of the following:

Proposal 1 - Election of the nominees of the Board of Directors: Samuel D. Waters, Cynthia A. Utterback, Corey Jensen and Tanya J. Chemodurow.

Proposal 2 - Ratification of the appointment of Moss Adams LLP as our independent registered public accounting firm for 2023.

Proposal 3 - Advisory vote on executive compensation.

Proposal 4 - Amendment No. 1 (the "2020 Plan Amendment") to our 2020 Non-Employee Director Award Plan (the "2020 Plan").

We will also transact any other matter that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. Only proxies that are returned can be counted and voted at the Annual Meeting.

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