Bradford Ritchie
About Bradford Ritchie
Bradford E. Ritchie (age 57) is Executive Vice President and Chief Lending Officer of Burke & Herbert Financial Services Corp. (BHRB), appointed in connection with the May 3, 2024 merger with Summit Financial Group; he previously served as EVP of Summit Financial Group and President of Summit Community Bank since 2012, joined Summit in 2008, and earlier was a Regional President at United Bank. He holds a B.S. in Business Administration (Accounting) from West Virginia University and is a licensed CPA. Company performance-linked incentives in 2024 (post-merger) were tied to EPS and merger cost savings; BHRB achieved maximum EPS incentive (150%) and 139.17% on merger cost savings for 2024 under its Merger Incentive Plan (MIP), indicating strong post-close execution. Pro forma merger materials highlighted targeted scale and return metrics (e.g., >$115mm first full-year net income, ~1.4% ROAA, ~22% ROATCE) for the combined company.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Summit Financial Group, Inc. | Executive Vice President | 2012–2024 | Member of senior leadership contributing to integration into BHRB; designated for CLO role of combined company. |
| Summit Community Bank, Inc. | President | 2012–2024 | Led bank subsidiary operations prior to merger; positioned to transition lending leadership to combined bank. |
| Summit Financial Group, Inc. | Joined Summit | 2008–2012 | Progressed into executive leadership; prior United Bank experience supported lending growth. |
| United Bank | Regional President | Pre-2008 | Regional leadership background in community/regional banking. |
External Roles
| Organization | Role | Years |
|---|---|---|
| Community Bankers of West Virginia | Director | Ongoing (as disclosed) |
| Federal Home Loan Bank of Pittsburgh | Past Director | Prior service (dates not specified) |
| Rhea of Hope Foundation | Director | Ongoing (as disclosed) |
| YMCA; Buckskin Council, Boy Scouts of America | Fundraising campaign roles | Ongoing (as disclosed) |
Fixed Compensation
- Not disclosed: Ritchie was not a named executive officer (NEO) in the latest proxy; base salary and cash compensation details are not itemized in the DEF 14A. The company disclosed base salary decisions for NEOs (CEO, CFO, President) only.
Performance Compensation
Merger Incentive Plan (MIP) structure and 2024 outcomes (company-level; participant-specific allocations for Mr. Ritchie were not disclosed):
| Component | Weighting (of Total Target Incentive) | Target Definition | 2024 Actual | Payout as % of Target | Vesting/Mechanics |
|---|---|---|---|---|---|
| EPS Cash Incentive (2024) | 15%–28.125% (varies by participant) | GAAP diluted EPS from Closing Date to 12/31/2024 | Exceeded maximum (≥150% of target) | 150% | Paid in 1Q25 (employment through payout required). |
| EPS Cash Incentive (2025) | 15%–28.125% (varies by participant) | GAAP diluted EPS in 2025 | Not yet applicable | N/A | Payable 1Q26 (employment through payout required). |
| Merger Cost Savings (MCS) Cash Incentive (2024/2025) | 25% (two-year goal, with potential interim 2024 payment) | $10mm threshold / $20mm target / $30mm max (two-year cumulative) | >$27mm through 12/31/2024 | 139.17% (for 2024 interim determination) | Two payments: 1Q25 (if threshold met in 2024) and 1Q26 (final). |
| EPS PRSU Award (2024 tranche) | 18.75%–45% (varies by participant) | Target PRSUs calculated at $51.14 stock price on 5/3/2024 | EPS ≥ 150% → 150% of target “banked” | 150% of target earned (banked) | Banked units vest in 3 equal annual installments on 1st–3rd anniversaries of Closing Date, subject to employment. |
| EPS PRSU Award (2025 tranche) | 18.75%–45% (varies by participant) | Target PRSUs calculated at $51.14 stock price on 5/3/2024 | Pending 2025 results | 0%–150% potential | Banked units vest in 3 equal annual installments on 2nd–4th anniversaries of Closing Date, subject to employment. |
-
Equity plan context: Company grants full-value awards (RSUs/PRSUs); no current practice of granting stock options; time-based RSUs generally cliff vest after three years under the 2019/2023 plans.
-
Note: The proxy discloses specific 2024 PRSU “banked” counts for NEOs (CEO, CFO, President); individual PRSU or cash incentive outcomes for Mr. Ritchie were not disclosed.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | Not individually disclosed for Mr. Ritchie in the 2025 proxy; he is included within the “all directors and executive officers as a group.” |
| Vested vs. unvested equity | Footnote indicates Mr. Ritchie holds vested stock appreciation rights (SARs) from legacy Summit awards converted at merger; group footnote lists vested SAR strike prices by grant year ($23.82 (2015), $51.58 (2017), $47.47 (2019), $43.33 (2021), $52.29 (2023)); individual counts for Mr. Ritchie not disclosed. |
| In-the-money potential | Not quantifiable for Mr. Ritchie specifically due to no disclosed SAR counts; group-level footnote shows 33,792 shares would be issuable upon conversion of vested SARs held by several executives including Mr. Ritchie (illustrative conversion based on $58.74 stock price on 3/14/2025). |
| Shares pledged | No pledging disclosed for Mr. Ritchie; pledging is disclosed for certain directors (not Ritchie). |
| Stock ownership guidelines | Board adopted minimum ownership guidelines (4/25/2024) for directors and certain executives; explicit thresholds provided for CEO ($1,000,000), President ($500,000), CFO ($500,000), and Directors (Company $300,000; Bank $100,000) with 3-year compliance window post-merger; guideline amount for CLO not enumerated in proxy. |
Implications:
- Fully vested SARs can be exercised into shares, potentially creating episodic selling pressure around liquidity events; however, Ritchie-specific quantities are not disclosed.
- Performance PRSUs (if awarded to him under the MIP) vest over multiple years, supporting retention and alignment through continued employment.
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | BHRB and Burke & Herbert Bank entered into an employment agreement with Bradford E. Ritchie (then President of Summit Community Bank); effective contingent on merger completion (May 3, 2024). Specific economic terms (salary, bonus target, severance, change-in-control) were not described in the 8-K. |
| Broad-based severance (merger) | For employees not under individual agreements, BHRB agreed to a severance plan: 2 weeks pay per year of service (min 4 weeks; max 26 weeks) for involuntary termination without cause or resignation for “good reason” within 12 months post-close, subject to release. Executives with individual agreements (such as Mr. Ritchie) would look to their contracts. |
| Equity conversion at merger | Legacy Summit SARs and RSUs were converted into BHRB “Replacement” awards at the exchange ratio; SARs maintained terms with adjusted base price; RSUs continued on same terms. |
Non-compete, non-solicit, change-in-control multiples, acceleration, clawbacks and other provisions for Mr. Ritchie were not disclosed in the available filings.
Investment Implications
- Pay-for-performance alignment: For 2024, company-level EPS and merger cost savings significantly exceeded targets (EPS at max, MCS at 139.17%), driving elevated MIP payouts; if Mr. Ritchie participates, his variable pay would be tied to these outcomes, reinforcing near-term integration and profitability objectives. The multi-year PRSU vesting structure promotes retention.
- Retention risk: Existence of an employment agreement suggests contractual protections that mitigate near-term flight risk; vesting PRSUs (if awarded) and ongoing leadership role also support continuity. Lack of disclosed CIC/severance economics introduces uncertainty around downside protection.
- Trading signals: Fully vested SARs held by Mr. Ritchie could create exercise/sale events, but absence of individual SAR counts or recent Form 4s in the proxy limits visibility into magnitude and timing.
- Governance and alignment: No pledging or related-party transactions disclosed for Mr. Ritchie, reducing common alignment red flags. Ownership guidelines exist for “certain executive officers,” though a specific threshold for the CLO role was not enumerated.
- Execution context: As CLO post-merger, Ritchie’s remit aligns with credit growth and risk selection as BHRB targets scaled Mid-Atlantic/Southeast expansion; company materials cited pro forma returns (> $115mm earnings, ~1.4% ROAA, ~22% ROATCE), underscoring the importance of disciplined lending to sustain targeted profitability.
Key gaps: Compensation specifics (salary, target bonus, Ritchie-specific MIP allocations), ownership share count, and contract economics were not disclosed in the available filings. Future proxies or 8-Ks with employment agreement summaries would be needed for precise benchmarking.