Lauren Kimlel
About Lauren Kimlel
Lauren N. Kimlel, 55, serves as Executive Vice President of Branch Banking at Burke & Herbert Financial Services Corp. (BHRB). She previously was EVP & Chief Banking Officer at Summit Financial Group, Inc. and Summit Community Bank (2023), EVP & COO (2020) and SVP & Chief Risk Officer (2019) at Provident State Bank, and held Business Banking and Credit Administration roles at M&T Bank beginning in 2006. She earned a B.S. from Frostburg State University and an MBA in finance from Salisbury University; she is a member of the Federal Reserve Bank of Richmond’s Payments Advisory Council and on the Advanced Fraud Solution Advisory Council . Company performance context during her current tenure: Q3 2025 net income applicable to common shares was $29.739 million and diluted EPS was $1.97; tangible book value per share rose to $48.72 with +15.8% growth from 4Q24 to 3Q25, and net interest margin was 4.08% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Summit Financial Group, Inc.; Summit Community Bank, Inc. | EVP & Chief Banking Officer | 2023 | Senior leadership of banking functions |
| Provident State Bank, Inc. | EVP & Chief Operating Officer | 2020 | Operations leadership |
| Provident State Bank, Inc. | SVP & Chief Risk Officer | 2019 | Enterprise risk oversight |
| M&T Bank | Business Banking and Credit Administration roles | From 2006 | Commercial banking and credit administration |
External Roles
| Organization | Role | Years |
|---|---|---|
| Federal Reserve Bank of Richmond | Payments Advisory Council member | Not stated |
| Advanced Fraud Solution | Advisory Council board position | Not stated |
Fixed Compensation
- Not disclosed for Kimlel in the 2025 proxy; the Summary Compensation Table lists NEOs as CEO (Boyle), CFO (Halyama), and President (Maddy), and does not include Kimlel, so her base salary, bonus, and perquisites are not reported .
Performance Compensation
- Company program context (not specific to Kimlel): The 2024–2025 Merger Incentive Plan (MIP) for select executives allocated 25% of Total Target Incentive to merger cost savings (MCS), 30–56.25% to EPS-based cash incentives across 2024 and 2025, and 18.75–45% to performance RSUs (PRSUs), each banked/payout 0–150% with vesting over three annual tranches tied to EPS goal attainment; participants listed do not include Kimlel .
| Metric | Weighting of Total Target Incentive | Target/thresholds | Payout range | Vesting |
|---|---|---|---|---|
| Merger Cost Savings (MCS) cash incentive | 25% | Threshold $10m; Target $20m; Max ≥$30m | 0–150% of MCS portion | Initial (Q1 2025 if threshold met), final (Q1 2026) |
| EPS cash incentive (GAAP diluted EPS) | 15–28.125% per year (2024 and 2025) | ≥80% threshold; 100% target; ≥150% max | 0–150% of EPS portions | Paid following year (2024→Q1 2025; 2025→Q1 2026) |
| PRSUs (EPS-based) | 18.75–45% | EPS performance banked 0–150% | 0–150% banked PRSUs | Banked units vest in 3 equal annual tranches over 3–4 years post-close |
- 2024 outcomes (program context): MCS achieved >$27m → 139.17% earned; EPS exceeded maximum → 150% cash payout; PRSUs for participants were banked at 150% for 2024 EPS .
Equity Ownership & Alignment
- Beneficial ownership: Individual holdings for Kimlel are not itemized; group ownership by all directors and executive officers (29 people, including Kimlel) totals 1,636,636 shares, or 10.92% of outstanding common stock as of March 14, 2025 .
- Hedging/pledging policies: Company prohibits short sales, publicly-traded options, and hedging/monetization transactions by directors, officers, and employees; pledging or margin accounts are prohibited except with pre-clearance and Board approval demonstrating capacity to repay without selling pledged shares . Executives are subject to pre-clearance and quarterly blackout windows for trading in company securities . An anti-hedging policy is also reaffirmed in the proxy .
- Stock ownership guidelines: Adopted April 25, 2024; required aggregate book value for positions: CEO $1,000,000; President $500,000; CFO $500,000; Directors: Company $300,000, Bank $100,000; “certain executive officers” are covered, but Kimlel’s specific requirement is not disclosed .
- SARs exposure: Assumed SAR awards from the Summit merger vest ratably 14.3%/year over 7 years and expire 10 years after grant; vesting and outstanding SARs were reported for specific executives, and the table of SAR holders does not list Kimlel, suggesting no disclosed SAR holdings as of FY2024 .
| Ownership metric | Value |
|---|---|
| Directors and executive officers as a group (29 people) – shares | 1,636,636; 10.92% of class |
| Anti-hedging policy | Hedging and derivative monetization prohibited |
| Pledging/margin policy | Pledging/margin generally prohibited; requires pre-clearance and Board approval |
| Trading controls | Pre-clearance required; blackout from 15 days before quarter-end until 2 full trading days after earnings release |
| Ownership guidelines | CEO $1,000,000; President $500,000; CFO $500,000; Directors $300,000/$100,000; “certain executive officers” covered (individual coverage for Kimlel not disclosed) |
Employment Terms
- No individual employment agreement for Kimlel is filed in 8-K exhibits; executive employment agreements disclosed in October 2025 cover CEO (Boyle) and CFO (Halyama), not Kimlel . Those agreements include three-year terms with auto-renewal, target annual incentives (70% CEO; 60% CFO), SERP participation (CEO), perquisites, restrictive covenants (non-disclosure, non-solicitation, non-compete for 12 months), and severance (2× base + target incentive; 3×/2.99× upon CIC) subject to release and COBRA; banking regulatory overrides apply to payments .
- Company-wide governance: Confidentiality obligations and restrictive covenants are standard in executive agreements, with regulatory constraints under FDIA Section 18(k) and FRB supervisory guidance .
Company Performance Context (Recent Quarters)
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Net income applicable to common ($000s) | $19,568 | $26,976 | $29,672 | $29,739 |
| Diluted EPS ($) | 1.30 | 1.80 | 1.97 | 1.97 |
| Total revenue (non-GAAP) ($000s) | 82,501 | 83,010 | 87,110 | 85,355 |
| Net interest margin (non-GAAP) (%) | 3.91 | 4.18 | 4.17 | 4.08 |
| Tangible book value per share ($) | 42.06 | 44.17 | 45.73 | 48.72 |
Investment Implications
- Alignment and selling pressure: Strict anti-hedging and pledging controls, pre-clearance, and blackout windows reduce risk of misaligned hedging/monetization and limit impulsive insider selling; absence of disclosed SAR holdings for Kimlel implies low option-driven exercise pressure at present .
- Pay-for-performance visibility: Kimlel is not a named executive officer and is not identified among MIP participants; individual incentive metrics, targets, and vesting terms for her are not disclosed, constraining direct pay-for-performance analysis at the executive-officer (EVP) level .
- Retention considerations: No public employment agreement for Kimlel; while CEO/CFO agreements feature robust severance and non-compete terms, lack of disclosed contract terms for Kimlel leaves retention economics opaque despite her senior role overseeing branch banking, an operationally critical function in BHRB’s multi-state footprint .
- Execution context: Company fundamentals and TBV accretion improved through 2025 with stable EPS and NIM; while this supports organizational incentive frameworks tied to EPS and cost savings, the absence of Kimlel-specific disclosures precludes linking her incentives directly to these outcomes .
Note: Where individual data on compensation, equity ownership, and employment terms for Lauren Kimlel is not disclosed in filings, conclusions are limited to company-wide policies and programs, or explicitly named participants.