Charles Piccirillo
About Charles S. Piccirillo
Independent director of Burke & Herbert Financial Services Corp. (BHRB); age 70; joined the BHRB board in 2024 following the Summit Financial Group, Inc. merger, with prior director tenure at Summit since 1998 . A trial lawyer with 30+ years of experience, Piccirillo is counsel to Shaffer & Shaffer, PLLC, founder and sole member of C.S. Piccirillo Law, PLLC, partner with Lawoff Associates, and president of Auggus Enterprises, Inc., real estate entities; admitted to practice before the West Virginia Supreme Court of Appeals and U.S. District Courts throughout West Virginia . The board identifies him as independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shaffer & Shaffer, PLLC | Member through 2020; subsequently Counsel | Through 2020; Counsel thereafter | 30+ years trial experience; real estate law expertise valued by Board |
| C.S. Piccirillo Law, PLLC | Sole Member | Established Jan 1, 2021 | Legal expertise; market knowledge in real estate law |
| Lawoff Associates | Partner | Not specified | Real estate-focused entities; market knowledge |
| Auggus Enterprises, Inc. | President | Not specified | Real estate entities; business experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| West Virginia Supreme Court of Appeals | Bar admission | Not specified | Legal credential |
| U.S. District Courts throughout WV | Bar admission | Not specified | Legal credential |
Board Governance
- Independence: Determined independent under NASDAQ Rule 5605(a)(2) .
- Committee assignments: Audit Committee and Nominating & Governance Committee; not listed on Compensation or Enterprise Risk Management Committees .
- Committee chair roles: None disclosed for Piccirillo .
- Attendance: Board met 4 times in 2024; no director attended <75% of Board plus committee meetings; all directors standing for election attended the July 15, 2024 annual meeting .
- Executive sessions: Conducted regularly; led by the Board’s Vice Chairs (Hinson and Bean) .
Fixed Compensation
| Component | Amount (USD) | Period/Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $24,000 | FY 2024 |
| Deferred Compensation Participation | Participated (portion of cash fees deferred) | FY 2024 |
| Director Retainers/Meeting Fees Structure | Retainers and per‑meeting fees varied by quarter; RSU grants to non‑executive directors; details per proxy | 2024 program terms |
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Fair Value (USD) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (director grant) | Jul 15, 2024 | 1,000 | $55,170 | Vest on first anniversary, subject to continued service and attendance requirements | None disclosed (attendance-based vesting only) |
No director-specific performance metrics (e.g., EPS, TSR) tied to director equity awards were disclosed; vesting is service/attendance-based .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlocks/Notes |
|---|---|---|---|
| Summit Financial Group, Inc. | Director | 1998–2024 (merged into BHRB May 3, 2024) | Transitioned to BHRB board per merger agreement |
Expertise & Qualifications
- 30+ years trial experience; real estate law specialization; admitted to WV Supreme Court of Appeals and U.S. District Courts in WV .
- Board views his market knowledge and real estate law experience as valuable; governance independence affirmed .
- Audit Committee financial expert designation is held by Shawn P. McLaughlin (not Piccirillo) .
Equity Ownership
| Category | Shares/Units | % of Outstanding | Notes |
|---|---|---|---|
| Beneficial ownership (total) | 22,982 | * (<1%) | Includes direct and indirect holdings |
| Spouse-held | 314 | * | Included in beneficial ownership |
| Anggus Enterprises, Inc. (entity) | 4,848 | * | Included in beneficial ownership (entity name as disclosed) |
| Unvested RSUs (director grant) | 1,000 | n/a | Granted 7/15/2024; vest on first anniversary subject to attendance |
| Pledged shares | Not disclosed for Piccirillo | n/a | Pledging noted for other directors, not for Piccirillo |
| Ownership guidelines | Director minimum $300,000 aggregate book value; 3‑year compliance window starting post‑Summit Merger | n/a | Compliance status not disclosed |
Governance Assessment
- Strengths: Independent director serving on Audit and Nominating & Governance Committees, supporting financial reporting oversight and board composition/governance policies . Attendance expectations met at the aggregate board level; annual meeting attendance affirmed . Anti‑hedging policy applies to directors, aligning with shareholder interests .
- Alignment: Holds 22,982 shares (<1%); additional unvested 1,000 RSUs with attendance-based vesting; subject to a director ownership guideline targeting $300,000 book value within 3 years post‑merger, enhancing long‑term alignment .
- Conflicts and related-party exposure: Board independence reviewed; lending/services to directors and affiliates conducted in ordinary course and on market terms; no related‑party transactions reportable for Piccirillo disclosed . Noted real estate business interests (Auggus/Anggus Enterprises) without disclosed transactions with BHRB; monitor ordinary‑course banking exposure common to directors .
- Red flags: None specific to Piccirillo disclosed. Section 16(a) late filings affected certain other directors/officers; Piccirillo not cited, a positive compliance indicator . Some directors have pledged shares (e.g., Hinkle, George), which is a governance risk generally; no pledge disclosure for Piccirillo .
Overall, Piccirillo presents as an independent legal practitioner with real estate expertise, active governance committee service, and solid ownership alignment via shares and RSUs; no disclosed conflicts or attendance issues, and compliant with anti‑hedging policy .