Shannon Rowan

About Shannon Rowan

Shannon B. Rowan serves as Executive Vice President and Director of Trust & Wealth Management at Burke & Herbert Financial Services Corp. (BHRB). He joined the company in 2011 and is 59 years old. Rowan holds dual B.A. degrees in Philosophy and Psychology from the University of Mary Washington and carries the CFP, AIF, and CLU designations, along with FINRA Series 65, 24, 7, 6, and 63 licenses and Life/Health Insurance licenses . Company performance context: the table below shows BHRB’s recent revenue trajectory during the most recent three fiscal years.

*Values retrieved from S&P Global

Past Roles

External Roles

No public-company directorships or external board roles are disclosed in the company’s executive officer biographies reviewed for Rowan .

Fixed Compensation

• Rowan is not listed as a Named Executive Officer (NEO) for 2024; the Summary Compensation Table covers only CEO David Boyle, CFO Roy Halyama, and President H. Charles Maddy III, so Rowan’s base salary and bonus details are not disclosed in the proxy .

Performance Compensation

Company plan architecture (context for executive incentives; Rowan’s individual participation/targets are not disclosed):

• 2019 Stock Incentive Plan (2019 SIP): Time-based RSUs generally cliff vest at three years; PRSUs granted in 2023 to certain NEOs vest upon achieving sustained stock price targets, with potential accelerated vesting after year three; dividends accrue and pay at vest .
• 2023 Stock Incentive Plan (2023 SIP): Omnibus plan; the company granted RSUs to executives who are not NEOs and to directors (excluding Messrs. Boyle and Maddy); vesting generally at one year for directors and subject to attendance requirements .
• 2024–2025 Merger Incentive Plan (MIP): Established after the Summit merger for select managers; participants can earn 0–150% of Total Target Incentive via cash and equity components with metrics tied to Merger Cost Savings (MCS) and GAAP diluted EPS for 2024 and 2025 .

MIP framework (plan-level, not Rowan-specific):

Notes:

• The proxy discloses NEO targets for the MIP (Boyle, Halyama, Maddy), but does not list Rowan as a named participant; therefore, Rowan-specific targets, payouts, and banked PRSU amounts are not disclosed .

Equity Ownership & Alignment

• Insider transactions: On August 31, 2025, Rowan purchased 63 shares via BHRB’s 2023 Employee Stock Purchase Plan (ESPP) at $53.006 per share (Rule 16b‑3), increasing direct ownership to 3,036 shares . Additional Form 4 filings on January 23, 2025 and March 18, 2025 report ESPP-related acquisitions, though those filings’ share counts are not detailed in the summary snippet we reviewed .
• Ownership guidelines: The Board adopted minimum share ownership guidelines (April 25, 2024) applicable to directors and certain executive officers, with explicit dollar thresholds disclosed for CEO ($1,000,000), President ($500,000), and CFO ($500,000) and a 3‑year compliance window from the Summit merger; the policy applies to “certain executive officers,” but the proxy does not specify a dollar threshold for EVPs like Rowan .
• Hedging/pledging: The company’s insider trading policy includes an anti-hedging provision that prohibits hedging and derivative transactions designed to offset declines in stock value; cashless option exercises are not deemed short sales and are permitted. No pledging policy detail is disclosed in the cited sections .

Employment Terms

• Employment agreements are summarized for NEOs (CEO, President, CFO) with defined severance and change-in-control economics; Rowan’s individual employment agreement or severance terms are not disclosed in the proxy sections reviewed .

Investment Implications

• Alignment and selling pressure: Recent insider activity shows small ESPP purchases and no reported open-market sales in the filings cited, suggesting limited near-term selling pressure from Rowan; ongoing ESPP participation is a modest positive alignment signal .
• Incentive structure context: Company-wide frameworks emphasize EPS and merger cost savings through 2025 and use RSUs/PRSUs across plans, which can support retention; however, Rowan-specific targets, earned payouts, or unvested balances are not disclosed, limiting pay-for-performance assessment at the individual level .
• Governance and risk controls: Anti-hedging restrictions and share ownership guidelines for key officers indicate attention to alignment; the proxy does not disclose an EVP-specific ownership requirement or any pledging by Rowan in the sections reviewed .
• Performance backdrop: Company revenues increased in FY 2024 versus FY 2023, offering a constructive operating backdrop for wealth services leadership; nonetheless, absent TSR and Rowan-specific incentive outcomes, investors should monitor future filings for clarity on his personal incentive alignment and retention economics (see revenue table; S&P Global) *.

Citations:

• Executive role, age, and roster
• Biography, education, certifications, and join year
• NEO compensation disclosures (Rowan not included)
• Long-term incentive programs (2019 SIP, 2023 SIP)
• MIP mechanics, metrics, and payout ranges
• PRSU vesting mechanics under MIP
• Ownership guidelines
• Anti-hedging policy
• Insider Form 4s (Rowan)