Roy Halyama
About Roy Halyama
Roy E. Halyama is Executive Vice President and Chief Financial Officer (CFO) of Burke & Herbert Financial Services Corp., serving since 2021. He is 57 and holds a B.S.B.A. in Accounting and an MBA in Finance from The Ohio State University . Prior to BHRB, he was CFO for an affiliate of PNC Financial Services Group (2019–2021) and held corporate finance and investment roles over 16 years at regional and large financial institutions in Ohio and New York . His incentive design is tied to integration execution and profitability: 2024 Merger Cost Savings (MCS) exceeded $27 million (139.17% of target) and EPS performance hit maximum (150%), resulting in banked performance RSUs at 150% of target for 2024 . He serves as the Company’s principal financial officer and Sarbanes-Oxley certifying officer on the Company’s 10-K and 10-Q filings .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Affiliate of PNC Financial Services Group (Pittsburgh, PA) | Chief Financial Officer | 2019–2021 | CFO leadership at a large-bank affiliate; drove finance operations pre-transition to BHRB |
| Regional bank (Pittsburgh, PA) | Corporate finance role | Not disclosed | Corporate finance responsibilities at a regional bank |
| Regional and large financial institutions (OH, NY) | Accounting, finance, and investment roles | 16 years | Broad finance/investment experience across multiple institutions |
External Roles
No external directorships or outside roles disclosed for Mr. Halyama in the cited materials.
Fixed Compensation
- Current pay terms (effective 10/28/2025): base salary $450,000; target annual incentive “not less than” 60% of base; 3-year term with automatic 3-year renewals .
- Participates in the Company’s Supplemental Executive Retirement Plan (SERP), which credits at 10-Year Treasury Rate + 1.5% and had a 2024 Company contribution of $81,250 (20% of annual compensation policy in 2024) .
| Year | Base Salary ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|
| 2023 | 350,000 | — | 150,469 | Prior employment agreement set base salary at $350,000 |
| 2024 | 401,923 | 549 | 93,325 | “All Other” includes SERP contribution $81,250 and 401(k) match $12,075 |
| 2025 (effective 10/28/25) | 450,000 | — | — | Target annual incentive not less than 60% of base |
Performance Compensation
Summary of 2024 total compensation outcomes
| Year | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Total Compensation ($) |
|---|---|---|---|
| 2023 | 139,930 | — | 640,399 |
| 2024 | 307,578 | 542,593 | 1,345,968 |
Merger Incentive Plan (MIP) structure and 2024 results for Halyama
- Total Target Incentive: $680,000 for 2024 and $680,000 for 2025 .
- Cash incentives:
- MCS: 25% of Total Target Incentive; 0–150% payout; below/threshold/target/max set at <$10m/$10m/$20m/$30m+ .
- EPS: 15%–28.125% each year (2024 and 2025) of Total Target Incentive; 0–150% payout; threshold/target/max at 80%/100%/150%+ of EPS target .
- Equity incentives:
- PRSUs determined by dividing allocated target by $51.14 (BHRB close on Merger Closing Date) .
- Half granted May 6, 2024 (2024 EPS PRSU) and half on Jan 23, 2025 (2025 EPS PRSU); banked 0–150% based on EPS goals; vesting in three annual installments tied to Closing Date .
Detailed metric table (2024):
| Metric | Weighting | Target | Actual | Payout | Vesting/Delivery |
|---|---|---|---|---|---|
| Merger Cost Savings (MCS) | 25% of Total Target Incentive | $20m = 100%; Threshold $10m; Max $30m+ | Over $27m for 2024 period | 139.17% of MCS cash incentive | Cash; initial payment Q1’25 if threshold met; final after 2025 |
| Earnings Per Share (EPS) | 15%–28.125% of Total Target Incentive (for 2024) | 100% at Committee-set EPS; threshold 80%; max ≥150% | Exceeded maximum for 2024 | 150% of EPS cash incentive; PRSUs banked at 150% | Cash in Q1’25; 2024 banked PRSUs vest over three annual installments |
2024 PRSU specifics:
- Target PRSUs (at grant): 5,984 on May 6, 2024 (2024 EPS PRSU) and 5,984 on Jan 23, 2025 (2025 EPS PRSU); 2024 performance banked 150% of the 2024 EPS PRSU, resulting in 8,976 banked units for 2024 .
- Vesting schedules: 2024 EPS PRSUs banked vest in three equal annual installments on the first, second, and third anniversaries of the May 3, 2024 Closing Date (i.e., May 3, 2025/2026/2027); 2025 EPS PRSUs banked vest on the second, third, and fourth anniversaries (i.e., May 3, 2026/2027/2028), subject to continued employment and certain accelerators .
Equity Ownership & Alignment
Beneficial ownership (as of March 14, 2025)
| Holder | Beneficially owned shares | Percent of class |
|---|---|---|
| Roy E. Halyama (EVP & CFO) | 9,139 (includes 2,992 PRSUs vesting 5/3/2025) | <1% |
- Outstanding equity at FY 2024 (12/31/2024):
- Unvested time-based RSUs: 829 (1/19/2023 grant; 3-year cliff), 960 (1/21/2022 grant; 3-year cliff) .
- Performance-based awards: 1,250 PRSUs from 1/19/2023 tied to sustained stock-price condition (vest by 1/19/2028; acceleration possible on/after 1/19/2026 if condition met) .
- 2024 banked PRSUs: 8,976 (from MIP; banked at 150% of target for 2024) .
| Grant/date | Award type | Unvested/“unearned” units | Market value at 12/31/2024 |
|---|---|---|---|
| 5/06/2024 | PRSUs (MIP; 2024 banked) | 8,976 | $559,743 |
| 1/19/2023 | Time-based RSUs (3-yr cliff) | 829 | $51,696 |
| 1/21/2022 | Time-based RSUs (3-yr cliff) | 960 | $59,866 |
| 1/19/2023 | PRSUs (stock-price condition) | 1,250 “unearned” | $77,950 |
Ownership policies and alignment:
- Share ownership guidelines adopted April 25, 2024 require CFOs to hold $500,000 (aggregate book value) within 3 years beginning on first day of service following the May 3, 2024 Summit Merger closing .
- Anti-hedging policy prohibits directors, officers, and employees from hedging Company securities .
- Pledging: The 2025 proxy details certain directors with pledged shares; there is no disclosure indicating pledging by Mr. Halyama .
Employment Terms
Key terms from the 10/28/2025 Second Amended and Restated Employment Agreement and earlier agreements:
| Topic | 10/28/2025 Employment Agreement | Prior Employment Agreements (2022, amended 10/27/2022) |
|---|---|---|
| Term | 3 years; auto-renew for additional 3-year terms unless notice 90 days before expiry | 3 years; auto-extend 1 year on each anniversary unless notice 90 days prior |
| Base salary | $450,000 | $350,000 at inception; subject to increase |
| Target annual incentive | Not less than 60% of base | Severance formula references 40% of base as “target cash bonus” |
| Severance (non‑CoC) | 2× (base + target annual incentive) in lump sum; COBRA cost for 12 months (Halyama) subject to release | 2× (base + 40% of base) in lump sum; up to 12 months COBRA reimbursement; subject to release within 60 days |
| Severance (within 2 yrs post‑CoC) | 2.99× (base + target annual incentive) in lump sum; COBRA cost for 18 months; subject to release | 2.99× (base + 40% of base) in lump sum; 100% of 18 months COBRA premiums; subject to release; 280G cutback/best‑net provision |
| Equity acceleration | Acceleration of unvested RSUs upon qualifying terminations (Good Reason/without Just Cause/CoC, death/disability) | Same |
| Restrictive covenants | Non-disclosure; non-disparagement; non-solicitation and non-compete for 12 months post-termination | Non-compete, non-solicit, confidentiality in prior agreements |
| Clawbacks | Executives must comply with Company clawback policies | — |
| Release requirement | Required; must be executed (and in prior agreement become irrevocable) by 60th day post-termination for payment timing | |
| Cooperation | Reasonable cooperation; reimbursed expenses; hourly/per diem compensation for post-employment assistance beyond de minimis thresholds |
Definitions: Double-trigger CoC severance applies upon qualifying termination within two years following a change in control .
Investment Implications
- Alignment and execution: 2024 integration KPIs (MCS and EPS) exceeded target/max, triggering 139% MCS cash payout, 150% EPS cash payout, and 150% PRSU banking—indicative of strong post-merger execution under his finance leadership .
- Retention risk: Multi-year term with 3-year auto-renewals, competitive target incentive (≥60%), and double-trigger CoC severance at 2.99× reduce near-term departure risk; restrictive covenants (12-month non-compete/non-solicit) further discourage turnover .
- Ownership and selling pressure: Banked PRSUs (8,976 for 2024) vest over 2025–2027, with additional 2025 EPS PRSUs vesting 2026–2028; this creates scheduled equity delivery windows that could introduce modest insider selling pressure, though anti-hedging is in place and no pledging is disclosed for Halyama .
- Pay-for-performance: Cash and equity payouts are formulaically tied to MCS and EPS, with clear thresholds and caps; SERP participation adds retention value without hedging alignment, and clawback compliance is embedded in the new agreement .
Appendix: Key 2024–2025 Reference Events
- Summit merger closing date (sets vesting anniversaries): May 3, 2024 .
- 2025 executive officer roster and biographical details (age, education, prior roles): DEF 14A dated 3/31/2025 .
- 2025 Second Amended and Restated Employment Agreement summary: 8-K dated 10/29/2025 .
- 2024 MIP design and outcomes (targets and payouts): DEF 14A dated 3/31/2025 .
- Outstanding equity at FY 2024 (counts and values): DEF 14A dated 3/31/2025 .
- Beneficial ownership as of 3/14/2025: DEF 14A dated 3/31/2025 .
- Ownership guidelines and anti-hedging policy: DEF 14A dated 3/31/2025 .
- SOX certifications: 10-K (3/17/2025) and 10-Qs (5/9/2025; 8/8/2025; 11/7/2025) .