Julian Barnwell
About Julian F. Barnwell, Jr.
Independent director of Burke & Herbert Financial Services Corp. (BHRB), age 69, serving on the board since 2001. Biography highlights long-tenured CEO experience at Design & Production, Inc. (since 1991), an exhibit project management and technology systems company serving major museums and institutions; the board values his executive experience, acumen, and organizational skills . He is classified by the board as independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Design & Production, Inc. | President & CEO | Since 1991 | Executive leadership in project management, production and technology systems for museums and visitor centers; board values his acumen and organizational skills |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Design & Production, Inc. | President & CEO | Private | Exhibit project management and technology systems; U.S. and international client base |
No other public company directorships were disclosed in the proxy biography for Mr. Barnwell .
Board Governance
- Independence: Determined independent under NASDAQ Rule 5605(a)(2) .
- Committee assignments (Holding Company level):
- Enterprise Risk Management Committee member .
- Attendance:
- Board held 4 meetings in 2024; no director or committee member attended fewer than 75% of meetings of the Board and applicable committees .
- All directors standing for election attended the July 15, 2024 Annual Meeting .
- Executive sessions: Independent directors regularly meet in executive sessions; Vice Chairs lead executive sessions .
- Board leadership: Combined Chair & CEO (David P. Boyle) with independent Vice Chairs (S. Laing Hinson and Oscar M. Bean) for balanced oversight .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $91,000 | Retainers and meeting fees per schedule; directors may defer into the Deferred Compensation Plan |
| Director Retainer/Meeting Fee Structure | — | Holding Co Board retainer: $13,000 per Q1–Q2 and $6,000 per Q3–Q4; meeting fees ranged $2,000–$2,500 (HC Board), $1,350–$3,000 (Bank Board); committee meeting fees ranged $500–$1,000 (higher for Chairs) |
Performance Compensation
| Equity Grant | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Performance/Conditions |
|---|---|---|---|---|---|
| RSU (Director Grant) | Jul 15, 2024 | 1,000 | $55,170 | Vests on first anniversary (Jul 15, 2025), subject to continued service and attendance requirements | Time-based RSU; attendance requirement, no TSR/EPS metrics for directors |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Design & Production, Inc. | Private | President & CEO | No related-party transactions involving Mr. Barnwell were reported; lending/services to directors/family/affiliates occurred in ordinary course on market terms |
Expertise & Qualifications
- Executive leadership and board experience; valued for acumen and organizational skills .
- Risk oversight exposure via Enterprise Risk Management Committee membership .
- Independent status supports governance quality and objective oversight .
Equity Ownership
| Holder/Capacity | Shares | % of Class | Notes |
|---|---|---|---|
| Total beneficial ownership (Julian F. Barnwell, Jr.) | 399,963 | 2.67% | As of Mar 14, 2025 |
| Trustee for Barnwell Family Trust | 84,083 | — | Included in beneficial ownership |
| Trustee for Barnwell Charitable Lead Trust | 91,361 | — | Included in beneficial ownership |
| Trustee for Patricia Barnwell Irrevocable Trust | 203,939 | — | Included in beneficial ownership |
| Julian F. Barnwell, Jr. Irrevocable Trust | 1,000 | — | Included in beneficial ownership |
- Shares pledged: No pledging disclosed for Mr. Barnwell; pledging noted only for other directors (e.g., George 38,722; Hinkle 18,000) .
- Stock ownership guidelines: Directors required to hold shares with aggregate book value of $300,000 within 3 years from the first day of service following the Summit Merger; guidelines define qualifying ownership inclusively (direct/joint/trust/retirement) .
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) Compliance | One late report relating to one transaction by Director Julian F. Barnwell in 2024; company also noted phantom stock reporting issues for certain participants in the deferral plan (not specific to Barnwell beyond his single late report) |
Governance Assessment
- Strengths:
- Independent director with substantial personal ownership (2.67%), signaling alignment with shareholders .
- Active in risk oversight (ERM Committee), relevant for bank governance and risk appetite monitoring .
- Attendance and engagement: met minimum attendance thresholds; attended 2024 Annual Meeting .
- Anti-hedging policy in place prohibiting hedging transactions by directors .
- Director stock ownership guidelines established post-merger; Mr. Barnwell’s disclosed beneficial holdings appear consistent with strong alignment .
- Watch items / RED FLAGS:
- Section 16(a) late filing (one late report in 2024) — procedural compliance lapse to monitor for recurrence .
- Ordinary-course lending/services to directors and affiliates exist at the bank; board determined no material relationships impacting independence, but ongoing monitoring is prudent for perception risk .
- No related-party transactions were reported involving Mr. Barnwell; independence affirmed despite ordinary-course banking relationships common in community bank contexts .
Overall, Mr. Barnwell presents as a long-tenured, independent director with strong ownership alignment and risk oversight involvement; a single late Section 16(a) report is a minor compliance red flag but not indicative of broader governance concerns at this time .