David Boyle
About David Boyle
David P. Boyle is Chair and Chief Executive Officer of Burke & Herbert Financial Services Corp. (BHRB). He has been a director since January 1, 2020, and became Chair in 2023; he was 61 years old as of March 17, 2025 . Prior roles include President & COO of BHRB (June 2019–appointment as CEO), EVP & CFO at Orrstown Financial Services (2012–June 2019), and senior roles at PNC Financial Services (Chief Performance Officer), National City Bank (Regional President), and Wayne Bancorp (Chair/President/CEO) . No specific TSR or revenue/EBITDA growth metrics for his tenure are disclosed in the proxy or 10‑K materials reviewed.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Burke & Herbert Financial Services Corp. | President & Chief Operating Officer | 2019–2020 (until appointment as CEO) | Senior operating leadership prior to CEO appointment |
| Orrstown Financial Services, Inc. | Executive Vice President & Chief Financial Officer | 2012–2019 (June) | Community bank CFO experience |
| PNC Financial Services Group, Inc. | Chief Performance Officer | Not disclosed | Large-bank performance leadership experience |
| National City Bank | Regional President | Not disclosed | Large-bank regional leadership experience |
| Wayne Bancorp | Chair, President & CEO | Not disclosed | Community bank CEO experience |
External Roles
No other public-company directorships or external board roles are disclosed in the director biography sections reviewed .
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $825,000 | $825,000 | $825,000 |
| Bonus | $85,750 | — | — |
| Stock Awards (Grant-date fair value) | $273,875 | $388,296 | $671,695 |
| Non-Equity Incentive Plan Compensation | $245,498 | — | $1,184,928 |
| Nonqualified Deferred Comp. Earnings | $4,587 | $4,142 | $4,094 |
| All Other Compensation | $188,348 | $356,241 | $182,429 |
| Total | $1,623,058 | $1,573,679 | $2,868,146 |
Compensation levels and targets (most recent terms):
- Base salary (current, per 10/28/2025 employment agreement): $875,000 .
- Target annual incentive: not less than 70% of base salary (from 2025 employment agreement); prior employment agreement referenced 55% target in severance/change-in-control constructs .
- SERP contribution: minimum 20% of annual compensation (continuing) .
Performance Compensation
Merger Incentive Plan (MIP) structure and 2024 outcomes:
| Component | Weighting/Structure | Target/Threshold/Max | 2024 Actual/Payout | Vesting |
|---|---|---|---|---|
| Merger Cost Savings (MCS) – Cash | 25% of Total Target Incentive | Threshold $10m; Target $20m; Max ≥$30m | >$27m achieved; payout 139.17% of target | Paid Q1’25 (for 2024 performance) |
| EPS – Cash (2024 tranche) | 15%–28.125% of Total Target Incentive | Payout grid: <80%=0%; 80%=80%; 100%=100%; ≥150%=150% | Achieved maximum; payout 150% of target | Paid Q1’25 |
| PRSUs – 2024 EPS Award | 18.75%–45% of Total Target Incentive allocated to PRSUs; 2024 half granted May 6, 2024 at $51.14 reference price | Banked 0%–150% based on 2024 EPS | Banked at 150% of target; Boyle: 13,068 (2024 half) granted; 19,602 banked units for 2024 | Banked units vest in three equal annual installments (see plan/footnotes) |
| PRSUs – 2025 EPS Award | Remaining half granted Jan 23, 2025 | Banked 0%–150% based on 2025 EPS | To be determined in 2026 | Banked units vest in three equal annual installments (per award, tied to merger anniversaries) |
Total Target Incentive amounts under the MIP:
- Boyle: $1,485,000 for 2024 and $1,485,000 for 2025 (Total $2,970,000) .
Equity award mechanics and cessation/vesting rules are detailed in the plan and PRSU award form, including pro-rata treatment in certain termination scenarios and 0%–150% banking based on EPS goal achievement .
Equity Ownership & Alignment
Beneficial ownership (as of March 14, 2025):
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| David P. Boyle (CEO & Chair) | 38,363 (includes 6,534 PRSUs vesting 5/3/2025) | <1% |
Stock ownership guidelines and policies:
- CEO minimum ownership guideline: $1,000,000 aggregate book value within 3 years from post-merger start; directors $300,000; CFO $500,000 .
- Anti-hedging policy prohibits hedging/derivative transactions designed to offset declines in BHRB stock value .
- Pledging policy not explicitly disclosed in reviewed documents.
Outstanding equity awards at FY-end 2024 (market value at $62.36 close on 12/31/2024):
| Award (Boyle) | Grant Date | Unvested/Banked Units | Market Value | Unearned PRSUs | Market/Payout Value |
|---|---|---|---|---|---|
| PRSUs (2024 EPS PRSU – banked) | 5/06/2024 | 19,062 | $1,188,706 | — | — |
| Time-based RSUs | 1/19/2023 | 3,361 | $209,592 | — | — |
| PRSUs (stock-price performance condition) | 1/19/2023 | — | — | 2,250 | $140,310 |
| Time-based RSUs | 1/21/2022 | 5,000 | $311,800 | — | — |
Key vesting terms:
- Time-based RSUs generally cliff vest on the 3rd anniversary of grant .
- 2023 PRSUs vest upon sustained stock-price performance condition (up to 5-year performance period, with possible acceleration after year 3 if achieved) .
- 2024 PRSUs under MIP: banked units vest in three equal annual installments per plan/footnotes tied to post-merger anniversaries .
Employment Terms
Employment agreements and protections:
| Provision | Prior Agreement (as disclosed in 2024/2025 proxy) | Updated Agreement (Oct 28, 2025) |
|---|---|---|
| Term/Auto-renewal | 3-year term; extends annually unless non-renewed ≥90 days before anniversary | 3-year term; auto-renew for 3-year terms unless non-renewed ≥90 days before expiration |
| Base Salary | $825,000 (subject to Board increases) | $875,000 |
| Target Bonus | Referenced as 55% of base in severance/CIC calculations | Not less than 70% of base salary |
| SERP | Minimum annual contribution equal to 20% of annual compensation | Continues; minimum annual contribution equal to 20% of annual compensation |
| Perquisites | Company car and country club dues/allowance | Continues |
| Severance (No CIC) | 2× (base + 55% of base) lump sum; up to 18 months COBRA; RSUs/SERP accelerate; release required | 2× (base + target bonus) lump sum; COBRA cost 18 months; SERP vesting on such termination; release required |
| Change-in-Control | 3× (base + 55% of base) lump sum; 18 months COBRA; RSUs/SERP accelerate; 280G cutback/best‑net provision | 3× (base + target bonus) lump sum; 18 months COBRA; double-trigger within 2 years post‑CIC; SERP vesting; release required |
| Restrictive Covenants | Confidentiality; non-solicit; non-compete; non-disparagement | Confidentiality; non-disparagement; non-solicit; non-compete for 12 months post-termination |
| Clawback | Policy applies to executives (plan/agreements subject to recoupment) | Executives must comply with BHRB clawback policies |
Board Governance
- Dual role: The Board combined CEO and Chair roles in 2023, appointing Boyle as Chair; the Board cites his industry experience as rationale . He is not “independent” under Nasdaq rules due to his executive role .
- Independent oversight: Two Vice Chairs (S. Laing Hinson and Oscar M. Bean) lead executive sessions and liaise between Board and management to foster independence .
- Committee independence: Audit and Compensation Committee members are independent; no committee service by Boyle is indicated; directors on committees met their charters and attendance requirements (no director under 75% attendance in 2023) .
- Director pay: Boyle receives no additional compensation for service as director or Chair .
Performance Compensation – Detailed Tables
2024 MIP specific metrics and outcomes (Boyle):
| Metric | Weighting of Total Target Incentive | Threshold | Target | Maximum | 2024 Result | Payout (% of Target) |
|---|---|---|---|---|---|---|
| Merger Cost Savings (MCS) – Cash | 25% | $10m | $20m | ≥$30m | >$27m | 139.17% |
| EPS – Cash (2024) | 15%–28.125% | 80% of target (80%) | 100% | ≥150% | Achieved maximum | 150% |
| PRSUs – 2024 EPS PRSU (banking) | 18.75%–45% allocated to PRSUs | 80% banked | 100% banked | 150% banked | Banked at 150% | 150% |
PRSU counts (Boyle):
- 2024 EPS PRSU (half granted May 6, 2024): 13,068 target units; 2024 banked units 19,602 (150%) .
- 2025 EPS PRSU (half granted Jan 23, 2025): 13,607 target units; banking based on 2025 EPS (to be determined) .
Equity Ownership & Alignment – Additional Detail
- Outstanding CEO equity at 12/31/2024 includes 19,062 banked PRSUs under MIP (2024 tranche), time-based RSUs from 2022 and 2023, and unearned 2023 PRSUs linked to stock price; vesting schedules and market values are as shown above .
- Ownership guidelines: CEO required to hold $1,000,000 in aggregate book value within 3 years; ownership definition includes unvested/unexercised equity, certain joint/retirement holdings, etc. .
- Anti-hedging enforced; no explicit disclosure on stock pledging practice/policy in the reviewed documents .
Employment Terms – Severance Economics Snapshot
| Scenario | Cash Multiple | Health Benefits | Equity/SERP | Triggers |
|---|---|---|---|---|
| Termination without Cause / Good Reason (no CIC) – 2025 agreement | 2× (base + target) lump sum | COBRA cost: 18 months | SERP vests; equity per plan/agreements | Release required |
| Termination within 2 years post-CIC – 2025 agreement | 3× (base + target) lump sum | COBRA cost: 18 months | SERP vests; equity per plan | Double-trigger; release required |
| Prior agreement constructs (disclosed in 2024/2025 proxy) | 2× (base + 55% base) no-CIC; 3× (base + 55% base) CIC | COBRA 18 months | RSUs/SERP accelerate | 280G cutback/best‑net provision |
Board Service History, Committees, Independence
- Board tenure and leadership: Director since 2020; Chair since 2023; age 61; term expires 2025 .
- Independence: Not independent as CEO/Chair; majority of Board is independent, including all Audit and Compensation Committee members .
- Committee roles: Committees (Audit, Compensation, Nominating & Governance) comprised of independent directors; Compensation Committee members in 2024–2025 include Anderson, Bean, Bonnafé, Geary, McLaughlin; committee met 5 times in 2024 .
- Attendance: No director attended fewer than 75% of meetings in 2023; all directors standing for election attended the July 15, 2024 annual meeting .
Director Compensation
- Boyle receives no additional director/Chair compensation; broader director fee and RSU structure disclosed for non-employee directors in 2024 .
Related Party Transactions
- Geoffrey Boyle (son of David P. Boyle) was employed as Treasurer; 2024 compensation included $279,826 base salary, $245,816 MIP cash incentives, and 1,980 PRSUs; Board/Audit Committee oversight disclosed; additional ordinary-course loans/deposits with insiders noted with no adverse classifications .
Compensation Committee Practices and Peer Benchmarking
- The Compensation Committee annually reviews total compensation, considers internal objectives and external benchmarks, and periodically engages an independent compensation consultant; program designed to balance salary, annual incentives, and long-term equity . Specific peer group and target percentile were not disclosed in the reviewed materials.
Risk Indicators and Controls
- Anti-hedging policy in place; timing of equity grants not based on MNPI; options are not currently granted to executive officers (focus on full-value awards/RSUs/PRSUs) .
- Clawback policies apply; MIP and awards are subject to recoupment; restrictive covenants (non-compete/non-solicit) apply post-termination .
- No interlocks reported on Compensation Committee; committee members are independent .
Investment Implications
- Alignment and upside sensitivity: 2024–2025 pay design ties significant cash and equity to EPS and merger cost savings, with 150% maximum payouts and 150% PRSU banking achieved for 2024; this aligns pay with integration execution and earnings delivery .
- Retention and severance economics: New (Oct 2025) agreement raises target bonus threshold and base pay, with 2× (no-CIC) and 3× (CIC, double-trigger) cash protections plus SERP vesting—supporting retention but elevating potential change-in-control costs .
- Potential stock supply overhang: Banked 2024 PRSUs for Boyle (19,602 units) vest in equal installments over multi-year anniversaries following the merger; additional 2025 PRSUs may be banked based on 2025 EPS, creating scheduled delivery that could add selling pressure around vesting dates if shares are sold .
- Governance balance: Combined CEO/Chair role concentrates authority, but independent Vice Chairs lead executive sessions and committees remain fully independent, partially mitigating governance concerns; Boyle receives no director fees .
- Ownership and policies: CEO ownership requirement ($1,000,000) within three years post-merger and anti-hedging policy promote alignment; pledging policy not disclosed in reviewed filings .
Data sources: BHRB DEF 14A (2024, 2025), 10-K (FY2023, FY2024), and 8-K filings including Item 5.02 and MIP exhibits. Specific citations appear inline.