Shawn McLaughlin
About Shawn P. McLaughlin
Independent director of Burke & Herbert Financial Services Corp. (BHRB); age 65; director since 2008. President & CEO of McLaughlin Ryder Investments, Inc. (founded 2011) and President & CEO of Management Solutions Plus, Inc. With 40+ years as an investment advisor and a B.S. in Business Administration from Georgetown University, the Board designated him as an Audit Committee Financial Expert under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McLaughlin Ryder Investments, Inc. | President & CEO | 2011–present | Oversees all finance and accounting; credentials cited for Audit Committee financial expertise |
| Management Solutions Plus, Inc. | President & CEO | Not disclosed | Leadership/communication experience valued by the Board |
| Burke & Herbert Financial Services Corp. | Independent Director | 2008–present | Audit Committee member; Compensation Committee member; designated Audit Committee Financial Expert |
External Roles
| Organization | Role | Sector | Public Company? |
|---|---|---|---|
| McLaughlin Ryder Investments, Inc. | President & CEO | Financial services | No (private) |
| Management Solutions Plus, Inc. | President & CEO | Association management | No (private) |
Board Governance
- Independence: Classified independent under NASDAQ Rule 5605(a)(2) .
- Committees: Audit Committee member; Compensation Committee member; not disclosed as chair of any committee .
- Audit Committee Financial Expert: Board determined McLaughlin meets SEC “audit committee financial expert” criteria based on GAAP, internal controls, and financial statement expertise .
- Attendance and engagement: Board met 4 times in 2024; no director attended fewer than 75% of Board and committee meetings; all directors standing for election attended the July 15, 2024 Annual Meeting .
- Leadership structure: Combined Chair/CEO role; independent Vice Chairs lead executive sessions; McLaughlin is not a Vice Chair .
- Anti-hedging: Company prohibits directors from hedging company stock .
- Ownership guidelines: Directors must accumulate shares with aggregate book value of $300,000 for the Company and $100,000 for the Bank within 3 years beginning May 3, 2024 (Summit Merger closing) .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $92,600 |
| RSU Grant (1,000 units on 7/15/2024) – grant date fair value | $55,170 |
| Total | $147,770 |
- Meeting fee structure: Directors received quarterly retainers and per-meeting fees for Holding Company Board and Bank Board; committee meeting fees increased post-merger; directors may defer compensation into the Deferred Compensation Plan .
- Mix analysis: Approx. 63% cash / 37% equity based on 2024 totals .
Performance Compensation
- No director performance-based cash or equity metrics disclosed; director RSUs vest on the first anniversary subject to continued service and attendance requirements .
| Equity Award | Grant Date | Units | Vesting Terms | Conditions |
|---|---|---|---|---|
| Director RSUs | 7/15/2024 | 1,000 | Vest at first anniversary | Continued service and attendance requirements |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed (public companies) | — | — | None disclosed |
Expertise & Qualifications
- Financial expertise: SEC-defined Audit Committee Financial Expert; GAAP, internal controls, and complex financial statement proficiency .
- Education: B.S. in Business Administration, Georgetown University .
- Industry experience: 40+ years investment advisory experience; leadership across finance and association management .
- Board qualifications: Accounting, finance, and communication skills specifically valued by the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Shawn P. McLaughlin | 63,000 | Less than 1% of outstanding; includes 1,000 shares held by McLaughlin Ryder Investments, Inc. (affiliated) |
| Unvested Director RSUs at 12/31/2024 | 1,000 | Unvested RSUs outstanding for each director who received the grant (excludes CEO/President) |
- Pledging: No pledges disclosed for McLaughlin (pledging noted for other directors) .
- Alignment: Director share ownership guidelines require $300,000 (Company) and $100,000 (Bank) aggregate book value over 3 years from May 3, 2024; compliance status not disclosed .
- Section 16(a) compliance: McLaughlin not listed among directors with late or missing filings for 2024 .
Governance Assessment
- Board effectiveness: Dual membership on Audit and Compensation enhances oversight of financial reporting and executive pay; the Audit Committee Financial Expert designation strengthens audit rigor .
- Independence and conflicts: Affirmed independent; no reportable related-party transactions involving McLaughlin; routine director lending disclosed in ordinary course without unfavorable terms .
- Attendance: Board-wide attendance above governance thresholds; committee cadence (Audit 5x; Compensation 5x) suggests active oversight; individual attendance rates not separately disclosed .
- Incentive alignment: 2024 director compensation includes meaningful equity via RSUs subject to service/attendance; anti-hedging policy reinforces alignment; ownership guidelines set clear targets but individual compliance status not disclosed .
RED FLAGS: None specifically identified for McLaughlin. No pledged shares, no Section 16(a) delinquencies, no related-party transactions. Combined Chair/CEO structure mitigated by independent Vice Chairs leading executive sessions; McLaughlin is not a Vice Chair .