Katherine Bonnafé
About Katherine D. Bonnafé
Independent director of Burke & Herbert Financial Services Corp. since 2018; age 59; currently CEO of Combined Creative LLC (since 2019) after a 30-year career at Combined Properties, Incorporated in commercial real estate development and operations. Board biography highlights market/industry knowledge and operations management capabilities as core credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Combined Properties, Incorporated | Senior leadership across a 30-year career in commercial management and development | ~30 years (prior to 2019) | Operations management; market and industry expertise noted by BHRB Board |
| Burke & Herbert Financial Services Corp. | Director | 2018–present | Independent director; service across board committees (see Board Governance) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Combined Creative LLC (family office) | Chief Executive Officer | 2019–present | Strategy and investment family office in Bethesda, MD |
No other public company directorships or committee roles are disclosed for Ms. Bonnafé.
Board Governance
- Independence: Determined independent under NASDAQ Rule 5605(a)(2).
- Committees: Member, Nominating & Governance Committee; Member, Compensation Committee. No chair roles disclosed.
- Attendance: In 2024, no director attended fewer than 75% of aggregate board and committee meetings; all directors standing for election attended the July 15, 2024 Annual Meeting.
- Executive sessions and leadership: Regular executive sessions are led by two independent Vice Chairs (Hinson and Bean) to balance combined Chair/CEO structure.
- Anti-hedging: Policy prohibits directors/officers/employees from hedging the Company’s securities.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 90,400 | Bonnafé participates in the Deferred Compensation Plan and deferred a portion of cash retainer/fees. |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (director grant) | 2024-07-15 | 1,000 | 55,170 | Vest on first anniversary; contingent on continued service and attendance requirements | None disclosed (time-based only) |
Directors (excluding the CEO and President) received 1,000 RSUs in 2024; awards are time-based with attendance conditions, not tied to EPS/TSR.
Other Directorships & Interlocks
| Company | Market | Role | Interlock/Conflict Indicator |
|---|---|---|---|
| None disclosed | — | — | No public company interlocks disclosed. |
Board considered certain relationships in independence review (ordinary-course lending, legal services involving another director’s spouse) and determined none were material; no Bonnafé-specific related-party transactions disclosed.
Expertise & Qualifications
- Market/industry expertise in commercial real estate and operations management; strategic leadership via family office CEO role.
- Independent governance experience via service on Nominating & Governance and Compensation Committees.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Katherine D. Bonnafé | 6,200 | <1% | As of March 14, 2025 (record date). |
| Unvested RSUs (director grant) | 1,000 | — | As of Dec 31, 2024; vests on first anniversary (attendance/continued service). |
- Ownership guidelines: Directors must acquire shares with aggregate book value of $300,000 (Company) and $100,000 (Bank) within 3 years beginning on first day of service following the Summit Merger (May 3, 2024). Compliance status for Bonnafé not disclosed; deadline approximately May 3, 2027.
- Pledging: No pledging disclosed for Bonnafé; pledge disclosures apply to other directors (e.g., George, Hinkle).
- Anti-hedging: Hedging prohibited.
Governance Assessment
- Board effectiveness: Bonnafé contributes market/operations expertise and serves on key governance and compensation oversight committees; independence affirmed.
- Alignment: Meaningful share ownership (6,200 shares) plus unvested RSUs; subject to stringent director ownership guidelines over a 3-year horizon post-merger.
- Engagement: 2024 attendance thresholds met at the board level; attendance expectation met at the 2024 Annual Meeting.
- Potential conflicts/related-party exposure: None disclosed for Bonnafé under Item 404; board independence review found no material relationships. Ordinary-course director lending is noted at the company level without adverse classification.
- Risk indicators:
- Section 16(a) late report: One late report in 2024 related to phantom stock acquired via the deferred compensation arrangement. This indicates a filing process lapse, but tied to plan administration rather than open-market trading.
- No hedging permitted; no pledging disclosed for Bonnafé.
Overall signal: Independent, committee-engaged director with operational expertise; compensation is standard for BHRB directors (cash retainer/meeting fees plus time-based RSUs), and ownership guidelines should strengthen alignment over the post-merger transition period. Minor Section 16(a) lapse noted for 2024 administration; no related-party conflicts identified.