Jose Riojas
About Jose D. Riojas
Brigadier General (U.S. Army, Ret.) Jose D. Riojas, age 70, has served as an independent director of Burke & Herbert Financial Services Corp. since 2018. His background spans executive leadership at the U.S. Department of Veterans Affairs (Chief of Staff and Assistant Secretary of Operations), university administration at UTEP (VP for Strategic Initiatives), and command of Joint Task Force North, bringing strategic planning, leadership development, and risk management expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Veterans Affairs | Chief of Staff; Assistant Secretary of Operations | Not disclosed | Federal operations leadership; complex risk oversight |
| University of Texas at El Paso (UTEP) | Vice President for Strategic Initiatives | Not disclosed | Strategy execution; institutional initiatives |
| U.S. Army | Commanding General, Joint Task Force North | Not disclosed | Multi-agency coordination; security operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jose D. Riojas, LLC | Owner | Since 2015 | Executive coaching and organizational strategic development consultancy |
Board Governance
- Independence: Determined independent under NASDAQ Rule 5605(a)(2) (not employed by the company; no material relationships) .
- Committee assignments:
- Nominating & Governance Committee (member; 5 meetings in 2024) .
- Enterprise Risk Management (ERM) Committee (member; 3 meetings in 2024) .
- Audit Committee: served during Q1 2024 (Audit met 5 times in 2024) .
- Attendance: The board held 4 meetings in 2024; no director attended fewer than 75% of board and committee meetings. All directors standing for election attended the July 15, 2024 Annual Meeting .
- Board leadership: CEO serves as Chair; independent Vice Chairs lead executive sessions and oversee agendas/evaluations—provides independent oversight despite combined Chair/CEO structure .
- Risk oversight: ERM Committee oversees enterprise-wide risk governance; CRO reports regularly; fits Riojas’s risk management profile .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $90,000 | Retainers and meeting fees; participates in Deferred Compensation Plan |
| Stock Awards (RSUs) | $55,170 | 1,000 RSUs granted July 15, 2024; vest on first anniversary with attendance requirements |
| Total | $145,170 | 2024 director compensation |
- Fee structure details: Directors received quarterly retainers and per-meeting fees for holding company and bank boards and committee service across 2024; RSUs were awarded to all non-employee directors (excluding CEO/President) on July 15, 2024 .
- Deferred compensation: Mr. Riojas deferred a portion of his cash director fees under the Nonqualified Deferred Compensation Plan .
Performance Compensation
- No performance-based director compensation metrics disclosed; director RSUs are time-based with vesting contingent on continued service and meeting attendance .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography lists no other public company boards for Mr. Riojas . |
Expertise & Qualifications
- Strategic planning, leadership development, and risk management from senior federal roles and military command .
- Brings veteran leadership and Hispanic representation to board diversity metrics (company notes one Hispanic male among directors) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 27,200 | <1% of outstanding shares |
| Indirect holdings | 18,000 | Held by Jose and Susan Riojas Joint Revocable Trust |
| Pledged shares | None disclosed | No pledging noted for Mr. Riojas; pledging disclosed for other directors |
| Ownership guideline (directors) | $300,000 aggregate book value | 3-year compliance period beginning May 3, 2024 (Summit Merger closing) |
| Anti-hedging policy | Prohibits hedging transactions | Applies to directors, officers, employees |
Governance Assessment
- Strengths:
- Independent director with deep risk oversight experience; sits on ERM and Nominating & Governance committees, and had Audit exposure—aligned with bank governance and risk needs .
- Solid engagement: met attendance expectations; participated in 2024 annual meeting; RSU grants with attendance-based vesting encourage engagement .
- Ownership alignment: meaningful shareholdings including trust holdings; subject to robust director ownership guidelines and anti-hedging policy .
- Watch items / RED FLAGS:
- Section 16(a) late filing: one late report in 2024 related to phantom stock acquisitions under the deferred compensation plan; administrative rather than transactional, but a minor compliance flag to monitor .
- Combined Chair/CEO structure: mitigated by independent Vice Chairs and executive sessions, but still a structural consideration for investors emphasizing independent board leadership .
- Conflicts/related party exposure:
- Proxy reports related-party transactions involving other insiders (CEO’s son employment; director spouse indirect real estate purchase), none involving Mr. Riojas. Ordinary-course lending to insiders is reviewed; no adverse classifications reported as of year-end 2024 .