Laing Hinson
About S. Laing Hinson
S. Laing Hinson, age 70, serves as Vice Chair and Director of Burke & Herbert Financial Services Corp. (BHRB) and has been on the board since 2007 . He founded S. L. Hinson Associates, LLLP in 1988 and is its General Partner, bringing business acumen, accounting and finance knowledge, and leadership qualities to the board . He is classified as an independent director under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S. L. Hinson Associates, LLLP | General Partner | Founded 1988 – present | Commercial real estate development; business acumen and finance knowledge valued by BHRB |
| Burke & Herbert Financial Services Corp. | Director | Director since 2007 | Long-serving board member; independent status |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | No other public company directorships disclosed for Hinson |
| Private company | General Partner, S. L. Hinson Associates, LLLP | 1988 – present | Commercial real estate development |
Board Governance
- Independence: Determined independent under NASDAQ Rule 5605(a)(2) .
- Board leadership: Appointed Vice Chair in 2023; duties include acting as liaison between Board and management, approving agendas, leading annual evaluation of the Chair/CEO, and chairing executive sessions, providing independent leadership alongside Co‑Vice Chair Oscar M. Bean .
- Committee memberships (Company-level):
- Audit Committee member; committee met five times in 2024 .
- Nominating & Governance Committee member; committee met five times in 2024 .
- Not a member of Compensation Committee or Enterprise Risk Management Committee .
- Attendance and engagement:
- Board held four meetings in 2024; no director attended fewer than 75% of Board and committee meetings on which they served .
- All directors standing for election attended the July 15, 2024 Annual Meeting .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $92,600 |
| Director RSU Grant (grant-date fair value) | $55,170 |
| Total | $147,770 |
- Director fee structure (2024): Cash retainers and per‑meeting fees for Holding Company Board, Bank Board, and committees; directors could defer compensation into the Deferred Compensation Plan (Hinson not listed among those who deferred) . RSUs: 1,000 units granted on July 15, 2024 to each director (excluding Boyle and Maddy), vesting on the first anniversary subject to continued service and attendance requirements .
Performance Compensation
| Metric | Structure | 2024 Disclosure |
|---|---|---|
| Performance-based equity (director) | RSUs with time-based vesting and attendance requirements | No performance metrics tied to director equity; 1,000 RSUs vest after one year with attendance requirement |
| Cash incentive metrics (director) | N/A | Not applicable to directors; performance plans (EPS/MCS) apply to executives under MIP, not directors |
No director-specific performance metrics, PSU awards, or options were disclosed for Mr. Hinson in 2024. Equity awards to directors were time-based RSUs with attendance conditions .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Private company roles | General Partner, S. L. Hinson Associates, LLLP |
| Interlocks/related party | Board noted ordinary-course lending/services to directors and affiliates; none deemed material for independence; no Hinson-specific related-party transactions disclosed |
Expertise & Qualifications
- Background: Founder and General Partner of a commercial real estate development firm (S. L. Hinson Associates, LLLP) .
- Board-value credentials: Business acumen, accounting and finance knowledge, leadership qualities cited by the Board .
- Governance role: Vice Chair responsibilities include independent leadership and oversight of executive sessions .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 81,400 shares; percent of class indicated as <1% |
| Shares outstanding (record date) | 14,982,807 |
| Ownership breakdown | Includes 31,040 shares via S. L. Hinson Associates, LLLP; 24,800 shares via Kedge Capital, LLC |
| Pledged shares | None indicated for Hinson; pledging disclosures apply to certain other directors (e.g., George, Hinkle) |
| Anti-hedging policy | Company prohibits hedging transactions by directors and employees |
| Stock ownership guidelines | Directors required to hold aggregate book value of $300,000 in shares within 3 years beginning post‑Summit Merger (May 3, 2024) |
| Compliance status | Not disclosed for Hinson |
Governance Assessment
- Board effectiveness: Hinson’s Vice Chair role provides independent leadership (liaison, agenda-setting, chairing executive sessions), a positive governance feature when Chair/CEO roles are combined .
- Independence and committees: Independent director with dual roles on Audit and Nominating & Governance—key committees for financial oversight and board composition; no compensation committee seat, reducing pay-setting conflicts .
- Attendance and engagement: No attendance shortfalls; attended annual meeting; signals engagement .
- Alignment: Material share ownership (81,400 shares) with no pledging disclosed; anti-hedging policy in place; director ownership guidelines strengthen alignment though compliance status is not disclosed .
- Conflicts/related parties: Ordinary-course lending/services to directors reviewed and not considered material to independence; no Hinson-specific related-party transactions disclosed; Section 16 compliance shows no late filings for Hinson in 2024 .
Red Flags (none identified specific to Hinson):
- No pledging disclosed for Hinson .
- No late Section 16 filings for Hinson in 2024 .
- No Hinson-specific related-party transactions reportable under Item 404 .
Watch items:
- General ordinary-course lending/services to directors and affiliates exist; continued monitoring advisable though deemed non‑material for independence .
- Director ownership guideline compliance status not disclosed; assess progress toward $300,000 book value requirement by May 2027 .