Gary Hinkle

About Gary L. Hinkle

Gary L. Hinkle is an independent director of Burke & Herbert Financial Services Corp. (BHRB), age 75, serving since 2024 after long-time board service at Summit Financial Group, Inc. dating back to 1993; he is President of Hinkle Trucking, Inc., Dettinburn Transport, Inc., Mt. Storm Fuel, Inc., and H.T. Services, Inc., bringing over 45 years of entrepreneurial operating experience that the Company values for business judgment and board effectiveness . The Board has determined Hinkle is independent under NASDAQ Rule 5605(a)(2) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Hinkle is independent under NASDAQ Rule 5605(a)(2); all members of the Audit and Compensation Committees meet heightened independence standards .
• Committees: Hinkle serves on the Audit Committee and the Enterprise Risk Management (ERM) Committee .
• Meeting cadence and attendance: The Board met 4 times in 2024; no director attended fewer than 75% of Board and committee meetings on which they served . The Audit Committee met 5 times in 2024, and the ERM Committee met 3 times in 2024 . All directors standing for election attended the Annual Meeting of Shareholders on July 15, 2024 .
• Executive sessions: Independent directors regularly meet in executive sessions .
• Director nominations: Hinkle was nominated for re‑election at the 2025 Annual Meeting alongside company and Summit continuing directors .

Committee Assignments

Fixed Compensation

• Structure: 2024 director pay consisted of quarterly retainers and per‑meeting fees for Holding Company and Bank boards, plus committee meeting fees; directors could defer compensation into the Nonqualified Deferred Compensation Plan .
  • Holding Company Board: $13,000 retainer Q1–Q2; $6,000 Q3–Q4; $2,000 per meeting Jan–Apr and $2,500 per meeting May–Dec .
  • Bank Board: $2,000 retainer Q1–Q2; $1,350 per meeting Jan–Apr and $3,000 per meeting May–Dec .
  • Committees: $500 per Holding Company committee meeting ($600 Chair) Jan–Apr; $1,000 May–Dec. Bank committee fees: $500 Jan–Apr ($600 Chair); $1,000 May–Dec .

• Deferred Compensation: Hinkle participated in the Deferred Compensation Plan and deferred a portion of his cash retainer/fees in 2024 . The plan is unfunded, fully vested, with flexible deferral elections and optional employer contributions vesting over 5 years; directors participate on the same terms as employees .

Performance Compensation

• 2024 equity: Each director (excluding Messrs. Boyle and Maddy) received 1,000 RSUs on July 15, 2024, vesting on the first anniversary, subject to continued service and attendance requirements; grant-date fair value recognized in the Stock Awards column. As of December 31, 2024, each director had 1,000 unvested RSUs outstanding .
• 2023 equity (historical context): In 2023, each director received 1,000 PRSUs with a performance condition tied to achieving a targeted and sustained stock price, vesting on the fifth anniversary (January 19, 2028), with potential accelerated vesting no earlier than January 19, 2026 upon achievement of the condition .

Equity Award Details

Observation: For 2024, equity represented the majority of Hinkle’s total director compensation (Stock Awards > Cash Fees), indicating alignment through at‑risk equity with attendance conditions .

Other Directorships & Interlocks

• Public company boards: Past public directorship at Summit Financial Group, Inc. prior to May 3, 2024 merger into BHRB; no additional public company directorships are disclosed for Hinkle in the proxy materials .
• Committee roles at other organizations: Not disclosed in proxy materials .

Expertise & Qualifications

• Entrepreneurial operator with decades of experience owning and operating transportation and fuel businesses; his business knowledge and entrepreneurial skills are explicitly valued by the Company .
• Audit Committee capacity: The Board designated Shawn P. McLaughlin as audit committee financial expert; each Audit Committee member (including Hinkle) is noted as having the ability to analyze/evaluate Company financial statements and understanding of audit committee functions .

Equity Ownership

• Ownership guidelines: Directors must acquire shares with aggregate book value of $300,000 (Company) and $100,000 (Bank) within 3 years beginning on first day of service following the Summit Merger; guidelines also apply to certain officers .
• Anti‑hedging: Directors, officers, and employees are prohibited from hedging transactions designed to offset declines in the Company’s stock; cashless option exercises are not prohibited .

Governance Assessment

• Board effectiveness: Hinkle is independent, serves on the Audit and ERM Committees, and met the Company’s attendance expectations (no director was below 75%); this supports governance stability and committee coverage in risk and financial oversight .
• Alignment: Hinkle’s beneficial ownership increased from 264,691 to 299,390 shares year‑over‑year, rising to 2.00% of outstanding shares, and his 2024 equity grant with attendance condition strengthens alignment with shareholder outcomes .
• Compensation mix: Hinkle’s 2024 cash fees ($25,000) were notably lower than several peers, while equity awards were consistent ($55,170, 1,000 RSUs), suggesting equity‑heavy compensation and possibly fewer meetings/committee loads or deferrals; he also deferred a portion of cash retainer/fees .
• Potential conflicts: The Board’s independence review noted the Bank provides lending/financial services to directors, family members, and affiliated organizations in the ordinary course on market terms; nonetheless, Hinkle was deemed independent, with no material relationships identified for him .
• Policies and signals: The Board maintains ownership guidelines requiring meaningful director “skin-in-the-game” over 3 years and enforces an anti‑hedging policy, which are positive alignment signals; individual compliance status for Hinkle was not disclosed .