Danyl Freeman
About Danyl Freeman
Danyl R. Freeman is Executive Vice President and Chief Human Resources Officer at Burke & Herbert Financial Services Corp. (BHRB). She is 54 years old (as of March 17, 2025), holds B.S. degrees in Accounting and Management from Alderson Broaddus College, and is a graduate of the West Virginia Banking School; she previously served as EVP & CHRO at Summit Financial Group (2019–2024) and as SVP & CHRO at Summit Community Bank (from 2015) before the Summit merger closed on May 3, 2024 . Company incentive design in 2024–2025 emphasizes post‑merger execution with metrics tied to merger cost savings and GAAP EPS; BHRB reported that 2024 merger cost savings exceeded $27 million (139.17% payout) and EPS performance reached maximum (150% payout) under the Merger Incentive Plan (MIP) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Summit Financial Group, Inc. | Executive Vice President & Chief Human Resources Officer | 2019–2024 | Led HR through growth phase prior to Summit’s merger into BHRB . |
| Summit Community Bank, Inc. | Senior Vice President & Chief Human Resources Officer | 2015–2019 | Built HR platform and talent processes across bank subsidiary . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| McCoy‑McMechen Museum Board | Board Member | Not disclosed | Community engagement and governance involvement . |
| Moorefield High School Scholarship Fund | Past Board Member; Past Chair | Not disclosed | Education-focused philanthropy leadership . |
| West Virginia Bankers Association Banking School | Instructor | Not disclosed | Talent development for regional banking sector . |
| Principles of Banking (instructor) | Instructor | Not disclosed | Professional education and workforce training . |
Fixed Compensation
- Freeman is not identified as a Named Executive Officer (NEO) in BHRB’s proxy; individual base salary and cash bonus disclosures are therefore not itemized for her in the Summary Compensation materials, which focus on CEO, President, and CFO .
Performance Compensation
BHRB adopted a two‑year 2024–2025 Merger Incentive Plan (MIP) for select management (with detailed targets disclosed for NEOs). The plan combines cash incentives (merger cost savings and EPS goals) with performance RSUs (PRSUs) that vest based on “banked” results. While the plan applies to select management, Freeman’s individual participation levels are not disclosed; tables below show plan design and disclosed outcomes for context .
| Metric | Weighting / Allocation | Target | Actual (2024) | Payout | Vesting |
|---|---|---|---|---|---|
| Merger Cost Savings (MCS) cash incentive | 25% of Total Target Incentive; payout 0%–150% | $20 million (Threshold $10m; Max $30m+) | >$27 million (from Closing to year‑end 2024) | 139.17% of MCS component | Cash paid after performance period . |
| GAAP Diluted EPS cash incentive | 15%–28.125% of Total Target Incentive each for 2024 and 2025; payout 0%–150% | 100% of EPS target (Threshold 80%; Max 150%+) | Exceeded maximum in 2024 | 150% of EPS component | Cash paid Q1 following performance year . |
| Performance‑based RSUs (PRSUs) | 18.75%–45% of Total Target Incentive converted to PRSUs at $51.14 per share (closing price on merger date) | Banked 0%–150% based on EPS | 2024 EPS ≥ 150% → 150% of 2024 PRSU banked | Banked units at 150% of 2024 target | 2024 PRSUs banked vest in 3 equal annual tranches on the 1st, 2nd, 3rd anniversaries of the Closing Date; 2025 PRSUs banked vest on the 2nd, 3rd, 4th anniversaries . |
Notes: The Compensation Committee disclosed no option grants in 2024–2025 and stated it does not currently grant stock options to executives; 2024 awards were full‑value PRSUs under the MIP .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Individual beneficial ownership | Not itemized for Freeman in the beneficial ownership table, which lists directors and NEOs individually and provides a group line for all directors and executive officers . |
| Group ownership | All directors and executive officers as a group (29 people): 1,636,636 shares (10.92% of outstanding as of March 14, 2025) . |
| SARs/Options | Proxy footnotes indicate that vested Stock Appreciation Rights (SARs) exist for certain executives, including Danyl R. Freeman; except for two named executives, SAR grants were fully vested as of March 14, 2025 (aggregate vested SARs across listed executives equate to 33,792 shares at $58.74) . |
| Pledging | Pledging is explicitly disclosed for certain directors (e.g., 38,722 and 18,000 shares pledged); Freeman is not named in pledging footnotes . |
| Anti‑hedging | Insider Trading Policy prohibits hedging and derivative transactions designed to offset declines in BHRB’s stock value . |
| Ownership guidelines | Share ownership guidelines apply to directors and “certain executive officers”; enumerated targets disclosed for CEO ($1,000,000), President ($500,000), CFO ($500,000) with a three‑year compliance window post‑merger; CHRO target not specified in the table . |
Employment Terms
- No individual employment agreement for Freeman is filed in the October 29, 2025 8‑K; that filing covers Second Amended & Restated employment agreements for the CEO and CFO only (term: 3 years, auto‑renewal) .
- For context (CEO/CFO only): severance equals 2x base salary plus target bonus (with 12–18 months COBRA) if terminated without cause or for good reason; change‑in‑control severance equals 3.0x (CEO) or 2.99x (CFO) base plus target bonus with 18 months COBRA; compliance with company clawback and restrictive covenant agreements is required (12‑month non‑compete/non‑solicit) .
- Freeman executed signature blocks as EVP & CHRO on behalf of the company in those agreements’ exhibits; there is no separate Freeman agreement in that filing .
Investment Implications
- Alignment and performance signals: The MIP’s 2024 outcomes (139.17% on merger cost savings and 150% on EPS) point to strong post‑merger execution; as CHRO during integration, Freeman’s remit aligns with achieving cost synergies and organizational stability .
- Equity risk/pressure: Freeman is referenced as holding vested SARs from legacy programs; fully vested status reduces forced‑retention from these awards and may modestly increase optionality to monetize value if liquidity windows arise; there is no proxy footnote identifying pledged shares for Freeman (pledging is a red flag when present) .
- Governance safeguards: Anti‑hedging policy and share ownership guidelines (for certain executives) support alignment, while the company currently does not grant options (limiting potential option repricing risk) .
- Data gaps to monitor: Freeman is not an NEO, so individual base salary, target bonus, award sizing, and ownership totals are not itemized in the proxy; monitor future proxies and Form 4 filings for additional detail on compensation and any insider transactions .
Citations: