Georgette George
About Georgette R. George
Georgette R. George, 64, is an independent director of Burke & Herbert Financial Services Corp. (BHRB). She joined BHRB’s Board upon the May 3, 2024 Summit merger; her director tenure traces to Summit Financial Group, Inc. where she has served since 2010 . George is CEO and Executive Team Member of Monarch Holdings and is employed by Affiliate Services, a Monarch Holdings company, with 30+ years of engagement across retail, office, and hotel development and operational management; the Board cites her accounting and finance experience as valued to the Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monarch Holdings | Chief Executive Officer; Executive Team Member | “More than 30 years” | Leads administrative, hotel, and financial operations; Board values her accounting and finance skills |
| Affiliate Services (Monarch Holdings company) | Employee | Not disclosed | Operational engagement within Monarch |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Virginia Regional Technology Park Corp | Director | Not disclosed | Technology and regional development oversight |
| Greater Kanawha Valley Foundation | Director | Not disclosed | Community philanthropic governance |
| West Virginia Investment Management Board | Director | Not disclosed | Oversight of state investment management |
| West Virginia School of Osteopathic Medicine Foundation | Director | Not disclosed | Education/philanthropy governance |
| Federal Reserve West Virginia Advisory Committee (Fifth District) | Member | Not disclosed | Advisory input on regional economic/financial matters |
| Thomas Hospital Foundation; Community Council of Kanawha Valley; Convention Bureaus (Charleston & South Charleston) | Prior Board service | Not disclosed | Community/health/tourism governance |
Board Governance
- Independence: Board determined George is independent under NASDAQ Rule 5605(a)(2) .
- Committee assignments: Audit Committee member; Audit met 5 times in 2024 . Audit Committee financial expert designation is Shawn P. McLaughlin (not George) .
- Attendance: Board held 4 meetings in 2024; no director attended fewer than 75% of Board and applicable committee meetings; all directors standing for election attended the July 15, 2024 Annual Meeting .
- Executive sessions/leadership: Independent Vice Chairs lead executive sessions and board oversight alongside combined Chair/CEO structure .
| Committee | Role | 2024 Meetings | Notable Notes |
|---|---|---|---|
| Audit Committee | Member | 5 | Audit Committee financial expert: S. P. McLaughlin (not George) |
| Compensation Committee | Not listed as a member | 5 | All members independent; no current/former officers |
| Nominating & Governance Committee | Not listed as a member | 5 | All members independent |
| Enterprise Risk Management Committee | Not listed as a member | 3 | Oversees ERM framework |
Fixed Compensation
- Director cash fees: $52,000 in 2024 .
- Fee structure (general): Directors received quarterly retainers and per-meeting fees across Holding Company and Bank boards and committees; committee chairs received higher per-meeting fees . Directors may defer compensation into the Nonqualified Deferred Compensation Plan; George is among directors who deferred a portion in 2024 .
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $52,000 | George participates in the Deferred Compensation Plan and deferred a portion of cash fees |
| Meeting/retainer framework | Not applicable | Board/committee retainer and per-meeting fee schedules detailed; chair premiums disclosed |
Performance Compensation
- Equity grants: 1,000 RSUs granted July 15, 2024 that vest on the first anniversary, subject to continued service and attendance requirements; grant-date fair value $55,170 .
- Performance metrics: None disclosed for director equity; vesting tied to service/attendance, not operating metrics .
| Grant Date | Instrument | Shares/Units | Fair Value (USD) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 2024-07-15 | RSUs | 1,000 | $55,170 | One-year; service + attendance | None (attendance requirement only) |
Other Directorships & Interlocks
| Company/Entity | Relationship | Exposure/Transaction | Governance Consideration |
|---|---|---|---|
| Law firm (partner is George’s husband) | Paid by Company or subsidiaries for legal services in 2024 | Amount not disclosed | Board assessed; determined independence maintained under NASDAQ rules |
| Midwinter Investment Group, Inc. (indirectly owned by George’s husband) | Purchased building/real estate from Bank | $600,000 purchase price | Approved by Bank Board and Company Audit Committee per Code of Conduct; Item 404 process followed |
Expertise & Qualifications
- Accounting and finance expertise cited by the Board as valued; operational leadership across real estate and hospitality assets through Monarch Holdings .
- Public policy/financial advisory exposure via Federal Reserve West Virginia Advisory Committee membership .
Equity Ownership
| Holder/Capacity | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 128,742 | Less than 1% of outstanding shares ; 14,982,807 shares outstanding 3/14/2025 |
| 401(k) Plan FBO Spouse | 21,032 | Indirect beneficial ownership |
| George Brothers Investment Partnership | 38,722 | Pledged as collateral — RED FLAG |
| Sellaro Enterprises, Inc. | 9,696 | Indirect beneficial ownership |
| LeRoy M. Rashid 1996 Irrevocable Trust Family Fund | 39,321 | Indirect beneficial ownership |
| Shares pledged as collateral | 38,722 | Alignment risk (pledging) — RED FLAG |
Minimum director ownership guideline: $300,000 aggregate book value within 3 years from first day of service following Summit Merger (effective May 3, 2024) . Compliance status for individual directors is not disclosed .
Governance Assessment
- Independence and committee effectiveness: George is independent under NASDAQ standards and serves on the Audit Committee; the committee met five times and filed its report, listing George among signatories .
- Attendance/engagement: No director fell below 75% attendance in 2024; all stood-for-election directors attended the 2024 Annual Meeting—positive engagement signal .
- Related-party exposure: Two transactions involving her spouse were reviewed—payments to his law firm and a $600,000 property purchase by an entity he indirectly owns; Board/Audit Committee approved, and independence was affirmed—monitoring warranted .
- Ownership alignment: Significant personal/affiliated holdings with some pledged shares (38,722) representing a potential alignment risk if margin calls or liquidity issues arise—RED FLAG .
- Policy safeguards: Company anti-hedging policy prohibits hedging by directors and employees—alignment positive .
- Section 16(a) compliance: One failure to report a transaction on Form 3 for George in 2024—process/advisory oversight issue—RED FLAG .
RED FLAGS
- 38,722 shares pledged as collateral .
- Related-party transaction: $600,000 property sale to entity indirectly owned by spouse; spouse’s law firm received payments—approved but requires continued oversight .
- Section 16(a) failure to report a Form 3 transaction in 2024 .
Insider Trades & Section 16(a) Compliance
| Item | Detail |
|---|---|
| Section 16(a) reporting | One failure to report a transaction on Form 3 in 2024 for George |
| Deferred compensation | George deferred a portion of 2024 director cash fees into the Deferred Compensation Plan |
Director Compensation Summary (2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $52,000 | Includes retainers/meeting fees; director-level fee schedule detailed in proxy |
| Stock Awards (RSUs) | $55,170 | 1,000 RSUs granted 7/15/2024; vest in 1 year with attendance requirement |
| Total | $107,170 | 2024 total director compensation for George |
Compensation Structure Notes (Board)
- Directors granted 1,000 RSUs in 2024 vesting after one year with attendance requirements; no options granted to directors under the 2023 Stock Incentive Plan .
- Directors may defer compensation into the Nonqualified Deferred Compensation Plan; George participated in 2024 .
Ownership Guidelines & Policies
| Policy | Requirement | Applicability |
|---|---|---|
| Director Minimum Ownership | $300,000 aggregate book value; 3 years from first day of service following Summit Merger (May 3, 2024) | Applies to Company and Bank directors |
| Anti-Hedging | Prohibits hedging/derivative transactions designed to offset declines in Company stock value | Applies to directors, officers, employees |
Notes on Related Party Transactions (2024)
| Party | Transaction | Amount | Approval/Controls |
|---|---|---|---|
| Midwinter Investment Group, Inc. (spouse indirect owner) | Purchase of Bank-owned building/real estate | $600,000 | Approved by Bank Board and Company Audit Committee; Item 404 monitoring |
| Spouse’s law firm | Legal services to Company or subsidiaries | Not disclosed | Board reviewed; independence reaffirmed |
Closing Implications for Investors
- Audit committee membership and independence are positives, but pledged shares and related-party transactions necessitate continued monitoring of potential conflicts and alignment risks .
- Attendance and meeting participation metrics are solid; director equity is time-based with attendance vesting, not performance-linked, limiting direct pay-for-performance alignment at the director level .
- Section 16(a) reporting lapse is a governance process flag; ensure remediation and strengthened compliance controls around director reporting .