Mark Anderson
About Mark Anderson
Mark G. Anderson, age 62, has served as an independent director of Burke & Herbert Financial Services Corp. since 2017, bringing over two decades of project management and strategic planning experience as the founder, President and CEO of MGAC, Inc. His board-relevant skills include project management, education in board governance practices, and business strategic planning, which the Board explicitly values. He is classified as independent under NASDAQ Rule 5605(a)(2).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGAC, Inc. (international program/project management, cost management, procurement and technology firm) | Founder, President & CEO | Since 1996 | Board values his project management skills, governance education, and strategic planning capabilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MGAC, Inc. | President & CEO | Since 1996 | Private company; offices in US, Canada, UK; not a disclosed public company board |
Board Governance
- Independence: Determined independent by the Board under NASDAQ standards.
- Committee assignments (Company-level): Compensation Committee member; Enterprise Risk Management Committee member.
- Committee chair roles: None disclosed for Anderson.
- Attendance and engagement:
- Board held four meetings in 2024; no director attended fewer than 75% of aggregate board/committee meetings.
- All directors standing for election attended the Annual Meeting on July 15, 2024.
- Lead independent oversight: Board combined CEO/Chair role in 2023; independent Vice Chairs (S. Laing Hinson and Oscar M. Bean) lead executive sessions and Chair/CEO evaluations.
- Anti-hedging policy: Directors prohibited from hedging transactions in company stock.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $82,000 | Includes retainers and meeting/committee fees; directors could defer into Deferred Compensation Plan |
| Annual Retainers and Meeting Fees (policy detail) | See schedule → Holding Co Board retainer $13,000 Q1–Q2; $6,000 Q3–Q4; Board meeting $2,000 Jan–Apr, $2,500 May–Dec; Bank Board retainer $2,000 Q1–Q2; Bank Board meeting $1,350 Jan–Apr, $3,000 May–Dec; Committee meetings $500 Jan–Apr ($600 chair), $1,000 May–Dec | Policy applies to all directors (Boyle/Maddy excluded from director pay) |
Performance Compensation
| Grant Type | Grant Date | Units | Grant-Date Fair Value | Vesting Schedule | Conditions |
|---|---|---|---|---|---|
| RSUs (Director annual grant) | July 15, 2024 | 1,000 | $55,170 | First anniversary of grant date (on or about July 15, 2025) | Continued service and satisfaction of attendance requirements |
No director options or performance-conditioned equity for directors were disclosed; annual director RSUs vest based on service/attendance, not financial metrics.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Anderson in 2025 Proxy Director Biographies and Director Compensation sections. |
| Compensation Committee interlocks | None for company executives in 2024 (no reciprocal interlocks); reduces pay-setting conflicts. |
| Related party transactions | None disclosed involving Anderson; Board reviews/approves related party transactions per policy. |
Expertise & Qualifications
- Project/program management leadership across major capital construction projects; international operations footprint (US, Canada, UK).
- Board governance education and strategic planning capabilities explicitly cited as reasons for nomination/continued board service.
- Independent status with no disclosed material relationships outside ordinary-course banking services to directors.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mark G. Anderson | 18,400 | ~0.12% (computed from 14,982,807 shares outstanding) | No pledging noted for Anderson (pledges disclosed for other directors only). |
| Ownership Guidelines (Directors) | $300,000 aggregate book value; 3-year period beginning first day of service following Summit Merger | Effective April 25, 2024; Summit Merger closing date May 3, 2024. | |
| Compliance status | Not disclosed | Directors have up to three years post-merger to meet guidelines. |
Insider Trading and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Late Section 16 filings (2024) | Anderson not listed among directors with late or failed reports; issues noted for Barnwell and George, and phantom stock reporting for certain participants. |
Governance Assessment
-
Strengths
- Independent director with relevant strategic and project execution expertise; active roles on Compensation and ERM Committees support oversight of pay-for-performance and risk governance.
- Attendance threshold met, and Annual Meeting attended; consistent engagement.
- Anti-hedging policy and director ownership guidelines reinforce alignment with shareholders.
- No disclosed related-party transactions or interlocks involving Anderson; lowers conflict risk.
-
Watch items
- No disclosed chair roles; influence is via committee membership rather than chair leadership.
- Combined CEO/Chair structure persists; mitigated by Vice Chairs and executive sessions, but still a governance consideration for investors.
-
Signals for investors
- Compensation Committee’s use of merger-linked EPS and cost-synergy metrics for executives (MIP) indicates emphasis on integration performance; as a member, Anderson contributes to pay design/outcomes.
- Director RSUs with attendance-based vesting incentivize consistent board participation rather than financial metric achievement.
Appendix: Committee Landscape and Meetings
| Committee | 2024 Meeting Count | Membership Note |
|---|---|---|
| Compensation Committee | 5 | Includes Anderson; all members independent |
| Enterprise Risk Management Committee | 3 | Includes Anderson |
| Audit Committee | 5 | Anderson not listed as member; independent members and one audit committee financial expert (McLaughlin) |
| Nominating & Governance Committee | 5 | Anderson not listed as member |
All citations: