Jennifer Schmidt
About Jennifer Schmidt
Jennifer P. Schmidt is Executive Vice President and Chief Risk Officer at Burke & Herbert Financial Services Corp. (BHRB), having joined the company in 2014; she has more than 30 years of experience in strategy, operations, and compliance management, with prior roles at Capital One, ZS Associates, and BP Oil . She holds a B.S. in Mechanical Engineering (Villanova), an M.S. in Engineering Mechanics (Cleveland State), and dual MBA/MEM degrees (Northwestern), and is a graduate of the ABA Stonier Graduate School of Banking . As of March 17, 2025, she is listed as age 55 and serves as EVP and Chief Risk Officer among the company’s executive officers .
Company performance context during her tenure (merger completed May 3, 2024): BHRB’s five-year cumulative TSR ended 12/31/2024 was 130.55 vs. KBW Regional Banks 130.90 and Nasdaq Composite 223.85; for the earlier five-year window ended 12/31/2023, BHRB’s TSR was 98.65 vs. KBW 143.18 and Nasdaq 236.15 . The company adopted a two-year Merger Incentive Plan (MIP) with cost-savings and EPS goals; for 2024, management achieved >$27M merger cost savings (MCS) for a 139.17% payout and exceeded the maximum EPS target, triggering 150% cash incentive payout and 150% banked PRSUs for participants (NEOs disclosed) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Burke & Herbert Financial Services Corp. | Chief Compliance Officer (progression from Principal VP; promoted to SVP in 2021) | 2014–2023 | Led compliance function; progressed to senior leadership prior to elevation to EVP . |
| Burke & Herbert Financial Services Corp. | EVP, Enterprise Risk / Chief Risk Officer | 2023–present | Elevated to EVP in 2023; listed as EVP and Chief Risk Officer in 2024–2025 executive rosters . |
External Roles
| Organization | Role/Function | Years | Notes |
|---|---|---|---|
| Capital One | Strategy, operations, and compliance management | Not disclosed | Prior experience before joining BHRB . |
| ZS Associates | Strategy/operations | Not disclosed | Prior experience . |
| BP Oil | Strategy/operations | Not disclosed | Prior experience . |
Company Performance Benchmarks (context)
| Metric | 12/31/2019 | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 |
|---|---|---|---|---|---|---|
| BHRB Cumulative TSR (Base=100) | 100.00 | 78.11 | 104.56 | 138.44 | 127.32 | 130.55 |
| Nasdaq Composite TR Index | 100.00 | 144.92 | 177.06 | 119.44 | 172.76 | 223.85 |
| KBW Regional Banking TR Index | 100.00 | 91.29 | 124.74 | 116.10 | 115.64 | 130.90 |
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | 16,279,000* | 15,597,000* | 19,094,000* | 15,389,000* | 31,463,000* |
Values retrieved from S&P Global.*
Fixed Compensation
| Component | Detail |
|---|---|
| Base salary | Not disclosed for Schmidt (not a Named Executive Officer in the 2024 proxy) . |
| Target bonus % / actual bonus | Not disclosed for Schmidt; NEOs were covered by a 2024–2025 Merger Incentive Plan with cash and PRSU components (context only) . |
| Retirement/benefits | Company maintains a SERP for select executives (CEO and CFO named); no specific disclosure that Schmidt participates . |
| Perquisites | Not disclosed for Schmidt . |
Performance Compensation
| Plan/Metric | Weighting/Allocation | Targets and Payout Mechanics | 2024 Actual | Vesting |
|---|---|---|---|---|
| Merger Cost Savings (MIP cash) | 25% of Total Target Incentive (TTI) | Below $10M=0%; $10M=50%; $20M=100%; $30M+=150% of MCS incentive . | >$27M achieved; 139.17% payout of MCS cash incentive (NEOs disclosed) . | Cash paid; continuous employment through payout required . |
| EPS (MIP cash) | 15%–28.125% of TTI per year (2024 and 2025, each) | <80% target=0%; 80%=80%; 100%=100%; ≥150%=150% (of EPS cash incentive) . | 150% payout for 2024 EPS cash incentive (NEOs disclosed) . | Cash paid; continuous employment through payout required . |
| EPS-based PRSUs (MIP equity) | 18.75%–45% of TTI | 2024 EPS PRSU banked at 0%–150% based on 2024 EPS; 2025 EPS PRSU banked on 2025 EPS . | 150% of 2024 EPS PRSU banked for NEOs; example: CEO banked 19,602 units . | Banked units vest 3 equal installments: 2024 tranche vests on 1st–3rd anniversaries of Closing Date; 2025 tranche vests on 2nd–4th anniversaries (generally service-based) . |
Note: The MIP participants specifically disclosed are NEOs; Schmidt is not listed as an NEO participant, and no individual awards for her are disclosed in the proxy. The above is provided to explain company incentive structures and payout levers .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Section 16 status | Officer; initial Form 3 filed April 21, 2023 as “EVP, Enterprise Risk” . |
| Beneficial ownership (individual) | Form 3 reported no securities beneficially owned as of 4/21/2023 . Subsequent individual holdings are not separately itemized in the 2025 proxy (non-NEO) . |
| Group ownership | All directors and executive officers as a group (29 people) owned 1,636,636 shares (10.92%) as of 3/14/2025 (group includes Schmidt) . |
| Pledging | Proxy footnotes list pledged shares for certain directors; no pledging is attributed to Schmidt . |
| Anti-hedging | Company prohibits hedging/derivative transactions that offset declines in BHRB stock for directors, officers, and employees . |
| Ownership guidelines | Board adopted minimum share ownership guidelines for directors and certain executive officers; numeric thresholds disclosed for CEO ($1,000,000), President ($500,000), CFO ($500,000). No explicit threshold disclosed for CRO in the summary . |
Employment Terms
| Provision | Schmidt | Company practice/context (recent exec agreements) |
|---|---|---|
| Employment agreement | Not specifically disclosed for Schmidt in 2024–2025 filings reviewed. | |
| Severance (no cause/Good Reason) | Not disclosed for Schmidt. | CEO/CFO: 2× base + target bonus in lump sum, plus COBRA (18 months CEO; 12 months CFO) . |
| Change-in-control | Not disclosed for Schmidt. | CEO: 3× multiple; CFO: 2.99× multiple; plus 18 months COBRA, lump sum (double trigger within 2 years post-CIC) . |
| Non-compete / non-solicit | Not disclosed for Schmidt. | Recent exec agreements include 12-month non-compete and non-solicit covenants post-termination . |
| Clawback / release | Not disclosed for Schmidt. | Exec agreements require compliance with company policies including clawbacks; severance conditioned on release executed within 60 days . |
Investment Implications
- Alignment and retention: Schmidt has long-tenured, risk-focused leadership credentials and was elevated to EVP/CRO by 2023, indicating internal trust and continuity; however, her specific base pay, target bonus, and equity grants are not disclosed (non-NEO), limiting direct pay-for-performance assessment for her individually .
- Ownership and trading signals: Her Form 3 disclosed no ownership as of 4/21/2023; subsequent individual holdings are not broken out in the proxy, and we did not find Forms 4 for her in the filings reviewed, suggesting limited visibility into insider selling pressure specific to Schmidt; anti-hedging policy reduces misalignment risk .
- Incentive levers to monitor: Company-wide MIP for 2024–2025 ties payouts to merger cost saves and EPS and uses PRSUs with multi-year vesting; while NEO outcomes show strong 2024 payouts, Schmidt’s participation is not disclosed—investors should monitor whether CRO-level incentives incorporate risk/compliance quality metrics and whether any individual awards create near-term vesting overhangs .
- Governance safeguards: Ownership guidelines exist for directors and certain execs (with disclosed thresholds for CEO/President/CFO), and recent exec contracts include clawback compliance and 12-month non-compete; lack of a disclosed Schmidt agreement means her specific severance/CIC protections and restrictive covenants are unknown to shareholders, a diligence gap if assessing retention risk for the CRO role .
Bottom line: Schmidt’s deep risk/compliance background and internal promotions support execution in a post-merger integration environment, but the absence of Schmidt-specific compensation, ownership, and contract disclosures constrains a direct assessment of her pay-performance alignment and potential selling/vesting overhangs. Watch for future proxies or 8-Ks that itemize CRO compensation or awards, and track any Section 16 filings for updated ownership and transactions .