Angela Zirk
About Angela Zirk
Angela R. Zirk is Executive Vice President and Chief Experience Officer at Burke & Herbert Financial Services Corp. (BHRB). She previously served as EVP and Chief Experience Officer at Summit Financial Group, Inc. and Summit Community Bank, Inc. from 2005 to 2024, and holds a B.S. from West Virginia University, the ABA School of Bank Marketing & Management credential, the CFMP designation, is a graduate of the ABA Stonier Graduate School of Banking (Wharton Leadership Program), and completed the WV Bankers Association Emerging Leaders Program. She was 47 as of March 17, 2025, and has served at BHRB since the Summit merger closed in 2024 . Company-level pay-for-performance programs in 2024–2025 emphasized EPS and merger cost-savings delivery post-merger (details below) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Summit Financial Group, Inc.; Summit Community Bank, Inc. | EVP & Chief Experience Officer | 2005–2024 | Senior leadership in customer experience/marketing functions prior to BHRB merger |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Various community nonprofits | Board Member | n/d | Service referenced in executive bio |
| West Virginia Bankers Association Future Leaders Council | Council Member | n/d | Participation noted in 2024 proxy bio |
Fixed Compensation
- Not disclosed for Ms. Zirk. The company’s 2024–2025 executive compensation disclosures name NEOs (CEO, CFO, President) but do not include Ms. Zirk; therefore, her base salary and cash bonus details were not itemized in the Summary Compensation Tables .
Performance Compensation
Company-level incentive architecture post-merger (MIP) — participants included select management; individual participation for Ms. Zirk is not disclosed. Metrics and outcomes (2024):
| Incentive element | Threshold | Target | Maximum | 2024 Actual | Payout outcome |
|---|---|---|---|---|---|
| Merger Cost Savings (MCS) Cash Incentive | $10M | $20M | $30M+ | >$27M | 139.17% of target earned (company-wide measure) |
| EPS Cash Incentive | 80% of EPS target | 100% | 150%+ | Exceeded max | 150% of target earned (company-wide measure) |
| EPS-linked PRSUs (2024 tranche) | 80% of target banked | 100% | 150% | 150% achieved | 150% of target PRSUs banked; vests in installments (company-wide plan terms) |
- Notes: The MIP covered “select members of management.” Named participants include the NEOs; Ms. Zirk’s participation is not expressly identified in filings .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Role-based ownership guidelines | The Board adopted ownership guidelines (Apr 25, 2024) for Directors, CEO ($1.0M), President ($0.5M), CFO ($0.5M) to be met within three years. No threshold for Chief Experience Officer was published in the summary table . |
| Anti-hedging | Hedging transactions are prohibited for directors, officers, and employees under the Insider Trading Policy . |
| Pledging | Filings disclose pledged shares by certain directors (e.g., George 38,722 shares; Hinkle 18,000 shares). No pledging disclosure for Ms. Zirk . |
| SARs vesting status (Ms. Zirk) | As of Mar 14, 2025: SAR grants vesting status — 2019 grants 85.7% vested; 2021 grants 42.9% vested; 2023 grants 28.6% vested . |
| Beneficial ownership amount | Not separately itemized for Ms. Zirk in the individual beneficial ownership table; she is included in the “all directors and executive officers as a group” aggregation . |
Vesting detail (Ms. Zirk SARs) as of March 14, 2025:
| Grant year | Vesting % | Comment |
|---|---|---|
| 2019 | 85.7% vested | SARs converted/assumed post-merger; remaining tranches unvested |
| 2021 | 42.9% vested | As above |
| 2023 | 28.6% vested | As above |
Insider activity
- Ms. Zirk filed a Form 4 in April 2025 reflecting changes/holdings; the filing evidences active Section 16 reporting. Specific share counts and codes are available in the SEC Form 4 record and media summaries .
Employment Terms
- No individual employment agreement or Item 5.02 8-K specific to Ms. Zirk’s appointment/compensatory arrangements was identified in the company’s 2024–2025 proxy and 8-K disclosures reviewed. Employment agreements and change-in-control economics were disclosed for CEO and CFO (terms include 2x salary+target bonus severance; 3x upon change-in-control; COBRA; clawback compliance; restrictive covenants), but no comparable agreement for the Chief Experience Officer is listed .
Compensation Structure Analysis
- Emphasis on at-risk, performance-linked pay post-merger: The MIP linked both cash and PRSU equity to quantifiable delivery of cost synergies (MCS) and EPS accretion. 2024 outcomes resulted in near-max MCS payout (139.17%) and max EPS payout (150%), with 150% of 2024 PRSU targets banked for participants, vesting over time — a structure that strengthens retention and alignment for plan participants .
- No evidence of option repricing, golden parachute tax gross-ups for executives other than standard 280G cutback/best-net provisions for CEO/CFO; a broad anti-hedging policy is in place .
Governance, Policies, and Say-on-Pay Context
- Clawback/Restrictive covenants: New or restated CEO/CFO agreements in Oct 2025 require compliance with company policies including clawback and include 12-month non-compete/non-solicit post-termination; company-wide clawback policy governance is implied via these agreements .
- Say-on-pay/peer group: Not disclosed in the reviewed 2024–2025 proxy materials (no advisory vote or peer group composition discussed in these filings) .
Investment Implications
- Alignment: Ms. Zirk holds partially vested SARs across multiple grant years, creating forward vesting over 2025–2027+ — a positive retention and alignment signal. Anti-hedging policy is a further alignment positive; no pledging is disclosed for her (pledging by some directors is a governance caution) .
- Retention risk: Lack of a disclosed executive-specific employment/severance agreement for the Chief Experience Officer reduces visibility into downside protection, but ongoing unvested equity likely anchors retention through the integration period .
- Performance translation: Company incentive architecture is tightly linked to merger EPS and cost-synergy delivery, with maximum outcomes in 2024. For any participant executives, the mix of cash and PRSUs tied to EPS creates near-term payout with multi-year vesting, which should dampen near-term selling pressure and support continuity into 2026–2027 .
- Trading signals: Routine Form 4 activity observed; with equity primarily in vesting tranches (SARs/RSUs), watch for clustered vest dates and any scheduled sales under 10b5-1 plans around those dates for potential technical pressure. No red flags from hedging and no pledging by Ms. Zirk based on disclosures reviewed .