Patrick Huffman
About Patrick “Kip” Huffman
Patrick “Kip” Huffman, age 40, was appointed Senior Vice President and Chief Accounting Officer of Burke & Herbert Financial Services Corp. effective April 21, 2025. He is a licensed CPA with nearly 20 years of accounting and finance experience and will oversee accounting policy, financial and regulatory reporting, and risk control execution at the Company . In connection with his appointment, he received 1,000 restricted shares that cliff-vest in three years and is eligible to participate in the Company’s Management Incentive Plan (MIP), whose core performance metrics emphasize earnings per share (EPS) and merger cost savings (MCS) with 0–150% payout curves .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ACNB Bank | Senior Vice President & Chief Accounting Officer | ~2023–2025 | Senior finance leadership; prior employer before BHRB appointment . |
| Freedom Bank of Virginia | Senior Vice President & Chief Accounting Officer | Mar 2021 – Apr 2023 | Senior finance leadership at a Mid-Atlantic community bank . |
| Freedom Bank of Virginia | Senior Vice President & Controller | Jan 2019 – Mar 2021 | Controller responsibilities preceding CAO role . |
External Roles
- No public company directorships or committee roles were disclosed in the appointment 8-K or press release .
Fixed Compensation
| Component | Terms |
|---|---|
| Employment status | At-will; start date April 21, 2025 . |
| Base salary | Not disclosed in Offer Letter summary (filed as Exhibit 10.1) . |
| Benefits | Eligible for Company benefits per plan terms . |
| Initial equity grant | 1,000 restricted shares, cliff-vest in three years (i.e., expected on April 21, 2028), subject to continued employment . |
Performance Compensation
| Incentive Type | Metric | Weighting/Allocation | Performance Grid | Payout Range | Vesting/Payment |
|---|---|---|---|---|---|
| Company MIP – Cash | Merger Cost Savings (MCS) | 25% of Total Target Incentive (for NEOs; structure illustrative for plan design) | Threshold $10m; Target $20m; Max $30m+ | 0–150% | Paid after performance years; must be employed through payout . |
| Company MIP – Cash | EPS (GAAP diluted) | 15%–28.125% of TTI each in 2024 and 2025 (for NEOs; structure illustrative) | Threshold 80% of target; Target 100%; Max 150%+ | 0–150% | Paid after performance year; must be employed through payout . |
| Company MIP – Equity | PRSUs (EPS-linked) | 18.75%–45% of TTI (for NEOs; structure illustrative) | 80%/100%/150% of target EPS → 80%/100%/150% banked | 0–150% of target PRSUs | Banked units vest in equal annual installments over 3 years, contingent on service; acceleration on certain events . |
| Huffman eligibility | Management Incentive Plan | Eligible beginning at start of employment (specific targets not disclosed) | N/A | N/A | Per MIP terms; details to be set by Company . |
Note on 2024 MIP calibration (for context): the Compensation Committee determined MCS >$27m (139.17% payout) and EPS >max (150% payout) for 2024; these results drove cash awards and banked PRSUs for NEOs (not specific to Huffman) .
Equity Ownership & Alignment
| Item | Amount/Status | Notes |
|---|---|---|
| Initial equity award | 1,000 restricted shares (unvested) | Cliff-vest after three years of service (expected Apr 21, 2028) . |
| Beneficial ownership (proxy record date) | Not listed among directors/NEOs as of Mar 14, 2025 | Appointment occurred after the proxy officer snapshot; 2025 proxy listed Kirtan Parikh as Interim CAO as of March 17, 2025 . |
| Ownership guidelines | CEO $1.0m; President $0.5m; CFO $0.5m book value targets over 3 years | Guidelines apply to directors and “certain executive officers”; proxy enumerates CEO/President/CFO thresholds; no CAO threshold disclosed . |
| Hedging | Prohibited for officers/directors under Insider Trading Policy | Reduces misalignment risk. |
| Pledging | Not disclosed | No pledging policy disclosure found in reviewed excerpts. |
Employment Terms
| Term | Detail |
|---|---|
| Offer Letter (Exh. 10.1) | Employment commenced April 21, 2025; at-will; eligible for MIP; 1,000 restricted shares cliff-vest in 3 years; standard benefits . |
| Change-in-control | Company agreed to negotiate a change-in-control agreement; terms not yet disclosed . |
| Family relationships | None with Company directors/executive officers . |
| Related party transactions | None requiring Item 404(a) disclosure . |
Investment Implications
- Alignment and retention: The three-year cliff-vest on 1,000 restricted shares is a clear retention hook; however, absent disclosed performance-based equity for Huffman, initial alignment relies on time-based vesting plus future MIP participation . The anti-hedging policy reduces misalignment risk .
- Pay-for-performance lens: Huffman’s variable compensation will be governed by MIP mechanics centered on EPS and merger cost savings with capped/levered payout curves (0–150%). This framework emphasizes earnings delivery and synergy capture, which are material levers for banking valuation and near-term capital generation .
- Pending CIC economics: The Company intends to negotiate a CIC agreement with Huffman; until finalized, severance/change-of-control risk transfer and accelerated vesting terms are unknown, creating uncertainty around retention and potential deal-related payouts .
- Monitoring signals: Track (i) Form 3/4 filings for the initial restricted grant and any incremental awards; (ii) the finalized CIC agreement terms; (iii) whether CAO is brought under explicit stock ownership guidelines in future disclosures; and (iv) any additional equity grants under the 2023 Stock Incentive Plan that add performance conditions .