Oscar Bean
About Oscar M. Bean
Oscar M. Bean (age 74) serves as Vice Chair and Director of Burke & Herbert Financial Services Corp. and is an independent director under NASDAQ rules . He joined the BHRB board in 2024 following the Summit merger and has extensive prior board service since 1987 at Summit Financial Group, Inc. . A partner at Bean & Bean, Attorneys at Law, and former prosecuting attorney of Hardy County, WV, Bean brings legal expertise, governance experience, and board leadership to BHRB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Financial Group, Inc. | Director | Since 1987 (pre-merger) | Long-tenured director; legal acumen valued |
| Hardy County, WV | Prosecuting Attorney | Prior role (dates not disclosed) | Public law enforcement/legal authority |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bean & Bean, Attorneys at Law | Partner | Current (dates not disclosed) | Legal practice leadership |
| Eastern West Virginia Community & Technical College Foundation | Chair | Current | Nonprofit governance leadership |
| WVU College of Law Visiting Committee | Member (prior service) | Prior | Legal education advisory |
| WV Supreme Court’s Character Committee | Member | Since March 2017 | Interviews bar applicants; ethics/fitness oversight |
| Moorefield Scholarship Fund | Board service (prior) | Prior | Community/national service |
No other public company directorships/interlocks are disclosed for Bean .
Board Governance
- Independence: Determined independent under NASDAQ Rule 5605(a)(2) .
- Leadership: Co‑Vice Chair of the Board (with S. Laing Hinson) since completion of the Summit Merger; duties include acting as liaison to management, approving board agendas, leading the annual evaluation of the Chair/CEO, and chairing executive sessions .
- Committees:
- Compensation Committee – Member .
- Enterprise Risk Management Committee – Member .
- Attendance: In 2024, the Board met 4 times; no director attended fewer than 75% of aggregate board and committee meetings . All directors standing for election attended the July 15, 2024 Annual Meeting .
Fixed Compensation
| Component | FY 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $49,000 | Retainers and meeting fees per disclosed schedule |
| Director RSU Grant (grant-date fair value) | $55,170 | 1,000 RSUs granted 7/15/2024; vest on first anniversary, subject to attendance |
| Nonqualified Deferred Compensation Earnings | $0 | No above-market deferred comp earnings disclosed for Bean |
| All Other Compensation | $0 | None disclosed |
- Director fee schedule highlights: BHRB holding company and bank board retainers and meeting fees, plus committee fees and chair differentials as disclosed; RSUs vest in 1 year with attendance requirements .
Performance Compensation
| Metric Category | FY 2024 Status | Details |
|---|---|---|
| Performance-based director pay metrics (EPS/TSR/ESG/etc.) | None disclosed for directors | 2024 director equity grants are time/attendance-based RSUs; no performance metrics tied to director compensation |
Other Directorships & Interlocks
| Type | Entity | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Public company | — | — | None disclosed |
| Private/Nonprofit/Government | Multiple (see External Roles) | Various | No related-party conflicts disclosed involving Bean |
Expertise & Qualifications
- Legal expertise and strong communication skills; valued by the Company .
- Board leadership and governance experience (Co‑Vice Chair) .
- Risk oversight participation via Enterprise Risk Management Committee .
- Independent status under NASDAQ standards; supports committee eligibility .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Oscar M. Bean | 53,794 | <1% | Includes 11,770 shares owned by spouse |
| Unvested Director RSUs | 1,000 | — | Unvested as of 12/31/2024; vest 7/15/2025 subject to attendance |
- Ownership guidelines: Directors must hold Company shares with aggregate book value of $300,000 (Company) and $100,000 (Bank) within three years from Summit Merger closing (May 3, 2024); unvested/unexercised equity counts toward compliance . Compliance status for Bean not specifically disclosed .
- Pledging/Hedging: Anti‑hedging policy prohibits hedging transactions for directors/officers/employees . No pledged shares disclosed for Bean (pledging noted for other directors in footnotes, not for Bean) .
Insider Trades
| Item | FY 2024 Status | Notes |
|---|---|---|
| Section 16(a) filing compliance | No late filings disclosed for Bean | Late/omitted filings were disclosed for other directors/officers (e.g., Barnwell, George; phantom stock deferral issues for Bonnafé, Riojas, certain officers), but Bean is not listed among exceptions |
Governance Assessment
-
Strengths
- Independent director with significant tenure and legal expertise; serves as Co‑Vice Chair providing independent leadership, agenda oversight, and executive session facilitation—supports board effectiveness .
- Active on Compensation and ERM Committees, aligning skills with pay oversight and risk governance .
- Attendance strong at board/committee level; presence at 2024 annual meeting indicates engagement .
- Ownership in common stock with additional unvested RSUs; board‑level ownership guidelines promote alignment, including unvested equity counting toward thresholds .
- Anti‑hedging policy reduces misalignment risk; no pledging disclosed for Bean .
-
Potential watch items
- Ordinary‑course lending/services to directors/families exist (banking relationships), though disclosed as market‑standard terms; continued audit committee oversight is key .
- Director compensation relies on time-based RSUs rather than performance metrics; while typical for banks, investors may prefer stronger performance linkage for directors .
-
Conflicts/related‑party exposure
- No Item 404 related‑party transactions disclosed for Bean; broader transactions involve other parties and are audit committee approved .
Overall, Bean’s independent leadership as Co‑Vice Chair, committee roles, attendance, and legal background support investor confidence; absent red flags specific to Bean, governance risk appears low, with ordinary‑course director banking relationships monitored via established policies and audit oversight .