James Burke
About James M. Burke
James M. Burke (age 70) serves on the Board of Burke & Herbert Financial Services Corp. (BHRB) and has been a director since 2014; his current term expires at the 2025 annual meeting . He is President of Burke Capital Corporation, a San Francisco–based financial consulting firm he founded in 1991 focused on capital sourcing, crisis management, restructurings, and exits; he is a fifth‑generation lineal descendant of one of the Company’s founders . The Board cites his strategic problem-solving, broad business acumen, and deep understanding of the Bank’s history as core credentials . Notably, he is classified as not independent under NASDAQ rules due to a family relationship with E. Hunt Burke, a former executive officer and current employee of the Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burke & Herbert Financial Services Corp. | Director | Director since 2014; current term expires 2025 | Member, Enterprise Risk Management Committee (ERM); Board cites strategic problem-solving and history understanding |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burke Capital Corporation (private) | President; Founder | Founded 1991; current role | Specializes in capital sourcing, crisis management, restructurings, exits |
Board Governance
- Independence: Classified as not independent under NASDAQ Rule 5605(a)(2) due to family relationship with E. Hunt Burke (former executive officer, current employee) .
- Committee assignments: Member, Enterprise Risk Management Committee (company-level ERM); not listed on Audit, Compensation, or Nominating & Governance Committees .
- Attendance: Board held 4 meetings in FY2024; no director attended fewer than 75% of Board/committee meetings; all directors standing for election attended the July 15, 2024 annual meeting .
- Board leadership context: CEO also serves as Chair (combined role) with two independent Vice Chairs leading executive sessions; ERM oversight centralized via ERM Committee with CRO reporting .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash | $61,100 | Comprised of Board/committee retainers and meeting fees per disclosed schedule |
| Deferred Compensation | Not disclosed as elected by J. M. Burke (not among directors deferring) | Directors may defer into the Nonqualified Deferred Compensation Plan |
| Other Cash/Perqs | None disclosed for J. M. Burke | Director cash/perqs vary; company provides general director fee schedule |
Fee schedule context (applies generally): 2024 HCO/Bank Board and committee retainers and meeting fees escalated post-merger; RSUs granted July 15, 2024 (see below) .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Director) | 2024-07-15 | 1,000 | $55,170 | Vest on first anniversary of grant, subject to continued service and attendance requirements | None; attendance-based vesting only (no EPS/TSR metrics for directors) |
The Company’s 2023 Stock Incentive Plan provides RSU grants to directors (excluding CEO/President) with one-year vesting tied to service/attendance; no options disclosed for directors in 2024 .
Other Directorships & Interlocks
- Other current public company boards: None disclosed for James M. Burke .
- Interlocks/conflicts: Not independent due to family relationship with E. Hunt Burke; E. Hunt Burke served as a non‑executive employee in 2024 and received salary and split‑dollar life insurance benefits; his compensation appears in the director table as “All Other Compensation” (employee role), which is a governance sensitivity point for family influence risk .
Expertise & Qualifications
- Strategic and financial advisory expertise (capital sourcing, restructurings, crisis management) from decades leading Burke Capital Corporation .
- Deep historical knowledge of the Bank as a fifth‑generation descendant of a founder (useful for legacy stakeholder alignment but contributes to non‑independence classification) .
- ERM committee participation aligns with risk oversight responsibilities .
Equity Ownership
| Holder/Capacity | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| James M. Burke (director) | 266,460 | 1.78% | Includes 258,980 shares held as co‑Trustee for The Burke Living Trust |
| Shares Outstanding (record date) | 14,982,807 | — | Proxy record date March 14, 2025 |
| Unvested Director RSUs (as of 12/31/2024) | 1,000 | — | Standard director grant vesting on first anniversary |
| Pledged Shares (Burke) | None disclosed | — | Pledges disclosed for other directors (George, Hinkle); none for Burke |
Stock ownership guidelines (adopted 4/25/2024): Directors must hold shares with aggregate book value of $300,000 within 3 years following the Summit Merger; ownership includes certain joint/trust/plan holdings . Compliance status by director is not explicitly disclosed; James M. Burke’s significant beneficial stake indicates strong alignment, though book-value compliance is not confirmed in the proxy .
Governance Assessment
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Strengths
- Material “skin-in-the-game”: 1.78% ownership plus additional trust holdings enhances alignment with shareholders .
- Active risk oversight: ERM Committee membership supports board-level risk governance .
- Attendance and engagement: Met ≥75% threshold; attended 2024 annual meeting, reinforcing commitment .
- Anti-hedging policy and director stock ownership guidelines bolster governance discipline and alignment .
-
Concerns and RED FLAGS
- Independence risk: Not independent due to family relationship with E. Hunt Burke; potential influence/interlock concerns in a family-influenced governance context .
- Related-party ecosystem: The proxy discloses insider employment/transactions (e.g., E. Hunt Burke’s employee compensation; broad insider lending/deposits), though James M. Burke himself has no reportable transactions; nonetheless, family ties and insider economic relationships merit monitoring .
- Director equity award design: RSUs vest on attendance/service without performance metrics (no TSR/EPS hurdles), which is common for banks but offers limited pay-for-performance linkage at the director level .
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Implications for investor confidence
- High personal ownership and ERM involvement are positive signals.
- The non‑independence designation and broader family linkages introduce perceived governance conflicts—important for investors focused on board objectivity and oversight rigor in a combined Chair/CEO structure .
Additional Context (Compensation & Policies Relevant to Governance)
- Director compensation framework: 2024 fees and 1,000 RSU grant vesting tied to service/attendance; directors may defer fees via the Nonqualified Deferred Compensation Plan .
- Committee activity: FY2024 meetings—Board (4), Audit (5), Nominating & Governance (5), Compensation (5), ERM (3) .
- Insider trading and compliance: No late Section 16 filings reported for James M. Burke in 2024; late filings were reported for select other directors .
- Related-party approvals and lending: Audit Committee oversees related-person transactions; disclosed items include an employee family transaction and a real estate sale to an entity indirectly owned by a director’s spouse; insider loans/deposits reported as ordinary course and on market terms .