Joseph Hager
About Joseph Hager
Joseph W. Hager is Executive Vice President and Chief Operating Officer (COO) of Burke & Herbert Financial Services Corp. (BHRB). He was appointed COO at the May 3, 2024 closing of the Summit merger, after serving as Summit Financial Group’s Chief Risk Officer (Oct 2022–2024) and Chief Audit Executive (2016–2022) . He is 42 (as of Mar 17, 2025), holds a B.S. from West Virginia University, and is a licensed CPA; earlier career included public accounting roles at PwC and Baker Tilly . Company execution benchmarks tied to his remit include merger integration KPIs: estimated 2024 ROAA ~1.4%, ROATCE ~22%, and pro forma first full-year EPS ~$7.90 and >$115mm net income targets underpinning the merger’s value-creation case .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Summit Financial Group, Inc. | Chief Risk Officer | Oct 2022–2024 | Oversight of enterprise risk during run-up to BHRB merger; transitioned to COO role post-close . |
| Summit Financial Group, Inc. | Chief Audit Executive | 2016–2022 | Built internal audit program and controls foundation ahead of merger integration . |
| PwC; Baker Tilly | Public accountant | Prior to 2016 | External audit/assurance experience relevant to controls and risk rigor . |
External Roles
No public-company board or external roles for Hager are disclosed in BHRB’s proxy or related filings reviewed; executive biography focuses on internal operating and prior risk/audit roles .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary | Not disclosed for Hager | 2025 DEF 14A Summary Compensation Table lists CEO, President, CFO as NEOs; Hager is not an NEO and his salary is not itemized . |
| Target bonus % | Not disclosed | Not provided for Hager in proxy; cash incentives for 2024–2025 are delivered via the Merger Incentive Plan (MIP) constructs rather than annual bonus disclosure . |
| Actual bonus paid | Not disclosed | MIP-driven payouts described; individual cash payouts for Hager not itemized . |
Performance Compensation
Hager is a named participant in the 2024–2025 Merger Incentive Plan (MIP) with a Total Target Incentive of $540,000 (two-year program covering 2024 and 2025) .
- The MIP blends cash and equity with performance gates tied to merger cost savings (MCS) and diluted GAAP EPS for 2024 and 2025; awards can pay 0–150% of target .
- PRSUs bank based on period EPS and vest in installments; 2024 EPS PRSU banked units vest in three equal installments on the second, third, and fourth anniversaries of the Closing Date (May 3, 2024) per the 2025 DEF 14A . Awards are generally subject to continued employment and are subject to clawback/recoupment .
| Metric | Weighting | Threshold | Target | Maximum | Payout mechanics | Vesting |
|---|---|---|---|---|---|---|
| Merger Cost Savings (MCS) cash | 25% of Total Target Incentive | <$10mm MCS → 0% | $20mm MCS → 100% | ≥$30mm MCS → 150% | Two potential payments: initial (based on 2024 if threshold met) and final (through 2025) . | Cash paid Q1’25 and Q1’26 if earned; continued employment through payout required . |
| EPS cash (2024) | 15%–28.125% of Total Target Incentive | <80% of EPS target → 0% | 100% of EPS target → 100% | ≥150% of target → 150% | Earned on diluted GAAP EPS performance for 2024; paid Q1’25; employment condition applies . | Cash (no vesting once earned) . |
| EPS cash (2025) | 15%–28.125% of Total Target Incentive | <80% of EPS target → 0% | 100% of EPS target → 100% | ≥150% of target → 150% | Earned on 2025 diluted GAAP EPS; paid Q1’26; employment condition applies . | Cash (no vesting once earned) . |
| PRSUs (performance-based) | 18.75%–45% of Total Target Incentive | 0%–150% “banking” based on EPS | 100% at target EPS | 150% at max EPS | Number of target PRSUs set using BHRB closing price at merger; 2024 EPS PRSU granted May 6, 2024; 2025 EPS PRSU granted Jan 23, 2025 . | 2024 EPS PRSU banked units vest in 3 equal tranches on 2nd/3rd/4th anniversaries of Closing Date; acceleration possible upon certain qualifying events . |
Hager’s Total Target Incentive: $540,000 (two-year total). Exact participant-level weights within the EPS and PRSU ranges are not itemized for Hager in public filings .
Equity Ownership & Alignment
| Item | Detail | Implication |
|---|---|---|
| Beneficial ownership | Not individually itemized for Hager; beneficial ownership table lists directors and NEOs; Hager included only within the “all executive officers as a group” line . | Individual % ownership not disclosed; limits precision of ownership-as-% analysis . |
| PRSUs (MIP) | Participant; 2024 and 2025 EPS PRSUs; 2024 banked PRSUs vest on year 2/3/4 post-close; subject to employment and clawback . | Multi-year vesting supports retention; vesting windows in 2026/2027/2028 may create selling pressure windows. |
| Stock Appreciation Rights (legacy Summit) | Group footnote shows execs (including Hager) hold SARs with strike prices: $23.82 (2015), $51.58 (2017), $47.47 (2019), $43.33 (2021), $52.29 (2023). All exec SARs otherwise fully vested except Hager’s 2023 SARs at 28.6% vested . | In-the-money leverage at $58.74 stock price (Mar 14, 2025) suggests future exercise/settlement potential; partial unvested 2023 SARs pace future realizations . |
| Pledging/hedging | No pledging noted for Hager; pledges disclosed for certain directors; no hedging/pledging disclosure for Hager found . | No flagged pledging risk for Hager in reviewed filings. |
| Ownership guidelines | Board adopted share ownership guidelines for directors, CEO ($1.0mm agg book value), President ($0.5mm), CFO ($0.5mm); COO threshold not specified in the table . | Absence of explicit COO threshold in table is a minor alignment disclosure gap . |
Employment Terms
| Topic | Disclosure | Notes |
|---|---|---|
| Employment agreement | No individual employment agreement for Hager disclosed; 8-K notes only Mr. Maddy’s agreement and the MIP for select managers . | Suggests Hager’s economics primarily via MIP and general plans . |
| Severance / change-in-control | Not individually disclosed for Hager. MIP equity awards generally subject to acceleration upon certain qualifying events; PRSU vesting/acceleration described at plan level . | Lack of personalized severance CoC terms reduces guaranteed downside protection; equity terms carry standard acceleration features . |
| Clawback | MIP awards subject to recoupment in certain circumstances . | Aligns with shareholder-friendly risk management and regulatory expectations . |
| Non-compete / non-solicit | Not disclosed for Hager in reviewed filings . | — |
Investment Implications
- Pay-for-performance alignment: Hager’s incentive mix is explicitly tied to (1) merger cost savings and (2) GAAP EPS in 2024 and 2025, plus banked PRSUs with multi-year vesting. This creates direct exposure to integration quality, cost realization, and earnings delivery—key levers for TSR in merger-of-equals integrations .
- Retention risk and overhang: Banked PRSUs vest on the second, third, and fourth anniversaries of the May 3, 2024 close for the 2024 EPS grant, with similar multi-year structure for 2025 EPS awards, anchoring Hager through 2026–2028. Expect potential selling pressure windows around these vest dates; 2023 SARs are only 28.6% vested for Hager, pacing additional realizations as vesting completes .
- Ownership/pledging: No Hager-specific pledging flagged; beneficial ownership not itemized, limiting precise “skin-in-the-game” sizing. However, in-the-money SARs and PRSUs supply meaningful equity linkage to shareholder outcomes .
- Execution bar: The merger’s value-creation case hinges on cost synergies and earnings accretion (benchmarks: ~1.4% ROAA, ~22% ROATCE, ~$7.90 EPS and >$115mm net income first full year). As COO and former CRO/CAE, Hager’s operating discipline is central to hitting MCS and EPS hurdles—these are the triggers for 0–150% payouts on both cash and PRSU components .
- Governance signals: Clawback provisions and structured, quantifiable MIP targets are shareholder-friendly. The absence of a disclosed individual employment agreement or severance multiple for Hager lowers guaranteed payouts in downside scenarios, further aligning incentives with deliverables rather than tenure .
Bottom line: Hager’s incentives are tightly coupled to merger-integration execution (cost saves and EPS). Multi-year PRSU vesting supports retention but sets up identifiable liquidity windows (2026–2028). Monitor quarterly cost-synergy realization and EPS cadence versus MIP targets, along with any future Form 4 activity around vesting dates to assess potential selling pressure and read-throughs on management confidence .
References:
- Executive biography, age and role: DEF 14A (2025) and DEF 14A (2024)
- COO appointment at merger close: 8-K (May 3, 2024)
- MIP structure, Hager participant and target amount: 8-K (May 3, 2024)
- Detailed MIP metrics, thresholds and vesting: DEF 14A (2025)
- Beneficial ownership/SARs footnote indicating Hager vesting status: DEF 14A (2025)
- Ownership guidelines: DEF 14A (2025)
- Merger financial benchmarks: earnings slides and 8-K investor materials