Robert Tissue
About Robert Tissue
Robert S. Tissue (age 61) serves as Executive Vice President of Financial Strategy at Burke & Herbert Financial Services (BHRB). He previously served as EVP and Chief Financial Officer of Summit Financial Group, Inc. from 1998 to 2024, prior to the Burke & Herbert–Summit merger; earlier in his career he worked in public accounting at Baker Tilly and is a Certified Public Accountant. He graduated cum laude with a B.S. in Business Administration (Accounting) from West Virginia University . The company’s incentive architecture for select management emphasizes post-merger cost synergies (MCS) and diluted EPS performance through its 2024–2025 Merger Incentive Plan (MIP), which paid at 139.17% (MCS) and 150% (EPS) for 2024 results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Summit Financial Group, Inc. | EVP & Chief Financial Officer | 1998–2024 | Long-tenured public bank CFO; continuity through 2024 merger into BHRB |
External Roles
(No external directorships or outside roles disclosed for Tissue) .
Fixed Compensation
- Tissue is not a Named Executive Officer (NEO) in BHRB’s 2024 or 2025 proxy statements; individual base salary and cash compensation for him are not disclosed. NEO practices and ranges are described in the proxies (e.g., CEO $825k base in 2024; post-10/28/2025 updates for CEO/CFO), but these do not identify Tissue .
Performance Compensation
Company incentive design applicable to select management (MIP) and NEOs (context for incentive structure and metrics):
| Metric | Threshold | Target | Maximum | 2024 Outcome | Payout Applied |
|---|---|---|---|---|---|
| Merger Cost Savings (MCS) | $10M | $20M | $30M+ | Over $27M | 139.17% of target |
| Diluted EPS (period-based) | 80% of target | 100% | 150%+ | Above maximum | 150% of target |
Notes:
- MIP covered “select members of management” with cash and PRSU components; NEO award levels are disclosed. The company does not disclose whether Tissue participated or his award sizing .
- PRSUs banked based on EPS (0–150%) and vest in equal annual installments over 3–4 years post-merger close (dates below) .
PRSU vesting framework (MIP):
- 2024 EPS PRSU: performance measured May 3–Dec 31, 2024; banked 0–150%; vest 1/3 on each of the 1st–3rd anniversaries of the closing date (May 3, 2025/2026/2027) .
- 2025 EPS PRSU: performance measured in 2025; banked 0–150%; vest 1/3 on each of the 2nd–4th anniversaries of the closing date (May 3, 2026/2027/2028) .
- Outstanding equity awards table shows MIP 2024 PRSUs banked and vesting cadence for NEOs; Tissue is not listed as an NEO .
Other program design context:
- Company has also utilized time-based RSUs and pre-2023 PRSUs (e.g., stock-price PRSUs) under prior plans; currently does not grant options to executives (focus on full-value awards) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 43,504 shares directly; 373 shares indirectly via spouse (as of 12/31/2024, per Form 5) |
| Shares outstanding reference | 14,982,807 (as of 3/14/2025) |
| Ownership as % of shares outstanding | ~0.29% (43,877 / 14,982,807) based on disclosures cited above |
| Vested vs. unvested equity | Company footnote indicates Tissue is among executives with vested Stock Appreciation Rights (SARs); group total equals 33,792 shares issuable upon conversion at $58.74 with legacy strike prices ($23.82, $51.58, $47.47, $43.33, $52.29); grants for Tissue and most others (except two named execs) are fully vested. Individual SAR quantity for Tissue not broken out . |
| Options/SARs design | Company does not currently grant options; SARs cited relate to legacy/converted awards (e.g., from Summit) . |
| Pledging and hedging | Anti-hedging policy prohibits hedging/derivative transactions by insiders. Pledging noted for two directors in proxy footnotes; no pledging disclosed for Tissue . |
| Ownership guidelines | Share ownership guidelines apply to directors and certain executives; explicit thresholds disclosed for CEO ($1,000,000), President ($500,000), CFO ($500,000) with three-year compliance window post-merger; Tissue-specific threshold not disclosed . |
| Section 16 compliance | 2024 late/omitted Section 16 reports were disclosed for several directors/officers; Tissue not listed among late filers in 2024. Tissue filed a Form 5 summarizing 2024 holdings on 2/12/2025 . |
Employment Terms
- No Tissue-specific employment agreement, severance multiple, or change-in-control (CIC) terms are disclosed in the 2024 or 2025 proxy. Detailed employment terms are provided for CEO, CFO and (in 2025) the President; Tissue is not covered in those summaries .
- Company policies applicable to executives include an Insider Trading Policy with anti-hedging restrictions; governance committees and ERM oversight are established and active .
Investment Implications
- Alignment: Tissue holds a meaningful direct stake (~0.29% of shares) and is part of the executive cohort with fully vested legacy SARs, aligning him with equity value creation but also creating the possibility of episodic liquidity from SARs exercises; no pledging is disclosed (positive) and hedging is prohibited by policy (positive) .
- Incentive structure: Company-wide incentives for select management emphasize quantifiable merger synergies and EPS, which paid above target for 2024 (139% MCS; 150% EPS), signaling a pay-for-performance posture through integration, though Tissue’s individual participation and payouts are not disclosed (visibility gap) .
- Retention risk: Lack of disclosed individual employment/CIC terms for Tissue (versus robust terms for CEO/CFO) limits visibility on his severance economics and change-in-control protections; however, vested legacy SARs and core role in financial strategy suggest embedded retention through equity and role relevance during integration .
- Governance/controls: Anti-hedging policy, Section 16 disclosure practices, and committee oversight are in place; Tissue was not identified in 2024 late-filing exceptions (neutral/positive signal) .
Key watch items: future Section 16 filings for SARs exercises or PRSU vesting-related share deliveries; any disclosure of Tissue-specific employment terms; and continued tracking of MIP outcomes as the Summit integration matures.
Citations: Executive bio and role ; ownership and SARs footnote ; shares outstanding ; MIP design and outcomes ; anti-hedging ; compensation governance context ; NEO employment terms (for context) ; Section 16 late filings and Form 5 .