James Geary II
About James P. Geary II
Independent director at Burke & Herbert Financial Services Corp. (BHRB); age 68; BHRB director since 2024 following the May 3, 2024 Summit merger, with prior board service at Summit Financial Group since 2007. Partner at Geary & Geary (law), practicing since 1982, with expertise in real estate and title insurance; roles include mediator in WV judicial circuits and Mental Hygiene Commissioner. Independent under NASDAQ rules; beneficial ownership of 19,555 BHRB shares (includes 3,637 held by spouse) and less than 1% of outstanding shares. Attended the 2024 annual shareholder meeting; no director attended fewer than 75% of meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shepherd College (WV) | Professor | N/A (prior role) | Academic instruction; public service |
| 21st & 22nd WV Judicial Circuits | Mediator | N/A | Alternative dispute resolution service |
| 21st WV Judicial Circuit | Mental Hygiene Commissioner | Current | Judicial oversight; community mental health processes |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Geary & Geary (law firm) | Partner | Practicing since 1982 | Real estate law; market knowledge |
| Old Republic Title Insurance Company; First American Title Insurance Company | Title insurance agent | Current | Title agency credentials |
| West Virginia Forestry Association | Member | Current | Industry/regional engagement |
| Gideons International (Grant & Hardy County) | Charter member | N/A | Faith-based community role |
| West Virginia Gideons International | Faithfund Regional Program Leader | N/A | Program leadership |
Board Governance
- Independence: Determined independent under NASDAQ Rule 5605(a)(2) .
- Committee memberships:
- Compensation Committee member .
- Nominating & Governance Committee member .
- Committee chair roles: None disclosed for Geary .
- Board attendance: All directors attended the July 15, 2024 annual meeting; no director attended fewer than 75% of aggregate board/committee meetings in 2024 .
- Executive sessions: Board conducts regular executive sessions led by Vice Chairs (Hinson and Bean) .
- Board diversity: 3 female directors (one African American), 12 male directors (one Hispanic), 2 military veterans .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $48,000 | Cash retainer/meeting fees; Geary also participates in Deferred Compensation Plan and deferred portion of cash fees |
| Stock Awards (RSUs) | $55,170 | 1,000 RSUs granted July 15, 2024; fair value per FASB ASC 718 |
| Total | $103,170 | Sum of cash fees and RSU grant value |
- Director fee schedule (structural): Board and committee retainers/meeting fees scaled up post-merger; RSUs of 1,000 to each director (except CEO/President), vesting on first anniversary subject to attendance .
Performance Compensation
| Award Type | Grant Date | Quantity | Vesting | Notes |
|---|---|---|---|---|
| Director RSUs | July 15, 2024 | 1,000 | First anniversary of grant; attendance requirement | Time-based; not tied to EPS/financial metrics |
No director performance metrics (e.g., TSR, EPS) tied to Geary’s director compensation were disclosed; RSUs are attendance/time-based .
Other Directorships & Interlocks
- Public company boards: None disclosed beyond Summit/BHRB .
- Compensation Committee interlocks: None; no insider participation or cross-company interlocks reported in 2024 .
- Related-party exposure: No Item 404 related-party transactions involving Geary reported; general lending/services to directors occurred on market terms; two disclosed related-party items did not involve Geary .
Expertise & Qualifications
- Legal practice partner with sustained experience since 1982; title insurance agent; mediation and judicial commissioner roles; real estate and market knowledge cited by the Board .
- Board values his real estate knowledge and general market insight for governance effectiveness .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (March 14, 2025) | 19,555 shares | Includes 3,637 shares owned by spouse; <1% of outstanding shares |
| Unvested Director RSUs | 1,000 shares | Granted in 2024; vest on first anniversary, subject to attendance |
| Pledged Shares | None disclosed for Geary | Pledges disclosed for other directors (George: 38,722; Hinkle: 18,000), not Geary |
| Ownership Guidelines | $300,000 aggregate book value for Company director | 3-year compliance window beginning May 3, 2024 (Summit Merger closing) |
| Anti-Hedging Policy | Prohibits hedging transactions | Applies to directors, officers, employees |
Governance Assessment
- Alignment: Independent status, active committee roles (Compensation; Nominating & Governance), and attendance support board effectiveness and investor confidence .
- Incentives: Director pay mix balances cash retainer/meeting fees with time-based RSUs; RSUs vest with attendance enhancing engagement, but lack performance linkage—common for directors .
- Ownership: Meaningful share ownership (19,555) plus RSUs; no pledging disclosed; subject to robust ownership guidelines ($300k book value within 3 years), reinforcing alignment .
- Conflicts: No related-party transactions disclosed involving Geary; board maintains policy requiring Audit Committee approval and annual questionnaires; general director/officer loans provided on market terms .
- Compensation governance: Geary serves on the independent Compensation Committee; committee uses peer benchmarks and may engage independent consultants; no interlocks reported—positive governance signal .
- Compliance: No late Section 16 filings attributed to Geary in 2024; broader board had limited late filings (Barnwell, George) and phantom stock reporting issues for certain participants, not including Geary .
RED FLAGS
- None disclosed specific to Geary (no pledging, no related-party transactions, no late Section 16 filings) .
- Structural risk: Combined Chair/CEO role at BHRB mitigated by independent Vice Chairs and executive sessions; monitor effectiveness of independent oversight over time .