DEF 14A of Burke & Herbert Financial Services Corp.
Filed Mar 31, 2025 · FY20240001964333-25-000127
PROPOSAL 1 ELECTION OF DIRECTORS
PROPOSAL 1 ELECTION OF DIRECTORS The Company’s Board of Directors is currently comprised of sixteen directors. In accordance with the Company’s bylaws, as amended (the “Bylaws”), the Board of Directors has nominated the following fifteen directors (i) Mark G. Anderson, Julian F. Barnwell, Jr., Katherine D. Bonnafé, David P. Boyle, James M. Burke, S. Laing Hinson, Shawn P. McLaughlin, and Jose D. Riojas (the “Company Continuing Directors”) and (ii) Oscar M. Bean, James P. Geary, II, Georgette R. George, Gary L. Hinkle, H. Charles Maddy, III, Charles S. Piccirillo, and Jill S. Upson (the “Summit Continuing Directors”) to be elected to serve on our Board of Directors until the next annual meeting of shareholders and until their successors are duly elected and qualified. Each nominee was nominated for election as a director upon the recommendation of the Nominating & Governance Committee and in accordance with the Agreement and Plan of Reorganization and accompanying Plan of Merger, between the Company and Summit Financial Group, Inc. (“Summit”), dated August 24, 2023 (the “Merger Agreement”), pursuant to which the Company and Summit Financial Group, Inc. merged, with the Company surviving (the “Summit Merger”) and pursuant to which the Company and Summit agreed that the Company Continuing Directors and the Summit Continuing Directors would be nominated for election at the 2024 and 2025 Annual Meeting. Each of the nominees for director currently serves as a director of the Company. The Company Continuing Directors and the Summit Continuing Directors were previously elected by shareholders of the Company at the 2024 Annual Meeting. Jason A. Kitzmiller elected not stand for re-election at the 2025 Annual Meeting. The Company thanks Mr. Kitzmiller for his service as a member of the board of directors of the Company and his prior service as a member of the board of directors of Summit. The nominees for director shall be elected to the Board of Directors, where a quorum is present, if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that nominees for director shall be elected by a plurality of the votes cast if the number of nominees exceeds the number of directors to be elected. If directors are to be elected by a plurality of the votes cast, the shareholders shall not be permitted to vote against a nominee. If a nominee for director who is an incumbent director is not re-elected to the Board of Directors in accordance with the voting requirements stated above and no successor has been elected at such meeting of shareholders, such director must promptly tender his or her written offer of resignation in accordance with the Company’s Bylaws and the Director Resignation Policy. Abstentions and broker non-votes do not count as votes cast and, therefore, will have no effect on a director’s election. The Board of Directors recommends that shareholders vote FOR each of the nominees for election to the Company’s Board of Directors. The table below sets forth certain information regarding the nominees standing for re-election. Each of the nominees has indicated a willingness to serve if elected. However, if any nominee becomes unable to serve, the proxies received in response to this solicitation will be voted for replacement nominees selected by the Board of Directors in accordance with the Bylaws.
PROPOSAL 1 ELECTION OF DIRECTORS
| Name | Position | Age | Director Since | Term Expires | | David P. Boyle | Chair and CEO | 61 | 2020 | 2025 | | H. Charles Maddy, III | Director and President | 62 | 2024 | 2025 | | Oscar M. Bean | Vice Chair and Director | 74 | 2024 | 2025 | | S. Laing Hinson | Vice Chair and Director | 70 | 2007 | 2025 | | Mark G. Anderson | Director | 62 | 2017 | 2025 | | Julian F. Barnwell, Jr. | Director | 69 | 2001 | 2025 | | Katherine D. Bonnafé | Director | 59 | 2018 | 2025 | | James M. Burke | Director | 70 | 2014 | 2025 | | James P. Geary, II | Director | 68 | 2024 | 2025 | | Georgette R. George | Director | 64 | 2024 | 2025 | | Gary L. Hinkle | Director | 75 | 2024 | 2025 | | Shawn P. McLaughlin | Director | 65 | 2008 | 2025 | | Charles S. Piccirillo | Director | 70 | 2024 | 2025 | | Jose D. Riojas | Director | 70 | 2018 | 2025 | | Jill S. Upson | Director | 58 | 2024 | 2025 |
Burke & Herbert Financial Services Corp. 2025 Director Biographies
Burke & Herbert Financial Services Corp. 2025 Director Biographies Set forth below is information concerning the principal occupations and business experience for all nominees for election as director as well as the particular experience, qualifications, attributes or skills that led the Board of Directors to conclude that each should serve as a director. There are no family relationships between any directors or executive officers. David P. Boyle: David P. Boyle has been a director since January 1, 2020, and became Chair of the Board in 2023. Mr. Boyle was appointed to the Board at the same time he assumed the role of President and Chief Executive Officer of the Company. From June 2019 until his appointment as President and Chief Executive Officer, Mr. Boyle served as the Company’s President and Chief Operating officer. He previously served as Executive Vice President and Chief Financial Officer at Orrstown Financial Services, Inc., a community bank, from 2012 to June 2019. Earlier in his career he served in key leadership and executive positions with large banks, including as Chief Performance Officer at PNC Financial Services Group, Inc., Regional President for National City Bank, and as Chair, President, and Chief Executive Officer at Wayne Bancorp, a community bank. The Board believes Mr. Boyle’s leadership experience in financial services, including his role as Chief Executive Officer of the Company, provides him with the necessary skills and qualifications to effectively serve the Company. H. Charles Maddy, III: H. Charles Maddy, III has been a director since 19931 and is currently the President of the Company. Mr. Maddy has demonstrated exceptional leadership through his participation in a variety of professional and community service activities, including his service as Director and past President of the West Virginia Bankers’ Association, chair of its Audit Committee and member of its Legislative / Government Relations Committee, Pension & Benefits Committee and BankPAC Committee; Director of the Federal Home Loan Bank of Pittsburgh and served on its Finance Committee and Operational Risk Committee and past Chair of its Audit Committee; member of American Bankers Association and served on its Federal Home Loan Bank Open Committee; Director and a Founder of the Hardy County Child Care Center; past Director of Valley View Golf Association; past President and past Director of the West Virginia Association of Community Bankers and past Director of the Hardy County Community Foundation. Mr. Maddy has also been recognized as a leader in his industry and has been the recipient of the Outstanding CPA in Business and Industry Award and the AICPA Business and Industry Hall of Fame Award. The Board believes Mr. Maddy’s leadership experience in financial services, including his extensive background in banking provide him with the necessary skills to effectively serve the Company. Oscar M. Bean: Oscar M. Bean has been a director since 1987.1 Mr. Bean is a Partner of Bean & Bean, Attorneys at Law and was formerly the prosecuting attorney of Hardy County, West Virginia. Mr. Bean served on the Board of the Moorefield Scholarship Fund and served as a member of the West Virginia University College of Law Visiting Committee. He is currently the Chair of the Eastern West Virginia Community and Technical College Foundation. Since March 2017, Mr. Bean has been a member of the West Virginia Supreme Court’s Character Committee which interviews applicants who seek to be admitted to practice law in the State of West Virginia. The Company values Mr. Bean’s legal skills and ability to effectively communicate. S. Laing Hinson: S. Laing Hinson has been a director since 2007. In 1988 he founded and has been the General Partner of S. L. Hinson Associates, LLLP, a commercial real estate development firm headquartered in Alexandria, Virginia. The Board believes Mr. Hinson’s business acumen, accounting and finance knowledge, and leadership qualities make him a valuable Board member. Mark G. Anderson: Mark G. Anderson has been a director since 2017. In 1996, he formed and is President and Chief Executive Officer of MGAC, Inc., an international provider of program/project management, cost management, procurement and technology solutions for major capital construction projects with offices in Washington DC, New York, Toronto, Seattle, San Francisco, Los Angeles, London (UK), Brighton (UK), Birmingham (UK) and Glasgow, Scotland. The Board values Mr. Anderson’s project management skills, education in board governance practices and business strategic planning capabilities. Julian F. Barnwell, Jr.: Julian F. Barnwell, Jr. has been a director since 2001 and from 1991 has served as the President and Chief Executive Officer of Design & Production, Inc., an exhibit project management, production and technology systems company that provides services to museums, educational institutions, visitor centers, information centers, science and nature centers, and major expositions throughout the United States and abroad. Mr. Barnwell’s significant Board and executive experience as well as his acumen and organizational skills are valued by the Board. Katherine D. Bonnafé: Katherine D. Bonnafé became a director in 2018. Since 2019, she has been Chief Executive Officer of Combined Creative LLC, a strategy and investment family office headquartered in Bethesda, Maryland overseeing investments and new business initiatives. Prior to Combined Creative, Ms. Bonnafé had a 30-year career at Combined Properties, Incorporated, a commercial management and development company. The Board believes Ms. Bonnafé market and industry knowledge and her operations management capabilities allow her to strengthen the Board’s overall effectiveness. (1) References to Company Board service tenure for Director Maddy, Bean, Geary, George, Hinkle, Piccirillo, and Upson are for Summit Financial Group, Inc., prior to the merger with and into Burke & Herbert Financial Services Corp. on May 3, 2024, when those directors became directors of Burke & Herbert Financial Services Corp. James M. Burke: James M. Burke has been a director since 2014 and is the President of Burke Capital Corporation, an unaffiliated financial consulting company based in San Francisco, California, which he founded in 1991. His company specializes capital sourcing, crisis management, restructurings, and exits and harvests. He is a fifth-generation lineal descendant of one of the Company’s founders. The Board values Mr. Burke’s strategic problem-solving ability and broad business acumen, as well as his deep understanding of the Bank’s history. James P. Geary, II: James P. Geary II has been a director since 20071 and is a Partner of the law firm Geary & Geary and has practiced law since 1982. Mr. Geary is a title insurance agent for Old Republic Title Insurance Company and First American Title Insurance Company. He is a current member of the West Virginia Forestry Association. Mr. Geary has served as a mediator in the 21st and 22nd West Virginia Judicial Circuits and serves as the Mental Hygiene Commissioner in the 21st West Virginia Judicial Circuit. He is a charter member of the Grant and Hardy County Gideons and is the Faithfund Regional Program Leader of the West Virginia Gideons International. Mr. Geary was also a professor at Shepherd College, Shepherdstown, West Virginia. The Board values Mr. Geary’s knowledge in real estate and general market knowledge.
Burke & Herbert Financial Services Corp. 2025 Director Biographies
Georgette R. George: Georgette R. George has been a director since 2010.1 Ms. George is the Chief Executive Officer and Executive Team Member of Monarch Holdings and employed by Affiliate Services, a Monarch Holdings Company. She has been engaged with the businesses within Monarch for more than 30 years. She is a principal in a number of business enterprises involved in various retail, office, and hotel development projects, of which she manages the administrative, hotel, and financial operations. Ms. George has served on the Boards of numerous non-profit organizations, including the Thomas Hospital Foundation, Community Council of Kanawha Valley, and the Convention Bureaus of the cities of both Charleston and South Charleston. She currently serves as a director of the West Virginia Regional Technology Park Corp, Greater Kanawha Valley Foundation, West Virginia Investment Management Board and the West Virginia School of Osteopathic Medicine Foundation. She is a member of the Federal Reserve West Virginia Advisory Committee for the Fifth District. Ms. George’s experience and skills in accounting and finance are valued by the Company. Gary L. Hinkle: Gary L. Hinkle has been a director since 1993.1 Mr. Hinkle is currently the President of Hinkle Trucking, Inc., Dettinburn Transport, Inc., Mt. Storm Fuel, Inc., and H. T. Services, Inc. and has over 45 years of experience in owning and operating his own business. Mr. Hinkle’s business knowledge and entrepreneurial skills are valued by the Company. Shawn P. McLaughlin: Shawn P. McLaughlin has been a director since 2008. He is the President and Chief Executive Officer of McLaughlin Ryder Investments, Inc., a financial services firm based in Alexandria, Virginia, which he founded in 2011. Additionally, Mr. McLaughlin serves as President and Chief Executive Officer of Management Solutions Plus, Inc., a full-service association management company. His experience and skills in accounting, finance, and communication are valued by the Board. Charles S. Piccirillo: Charles S. Piccirillo has been a director since 1998.1 Mr. Piccirillo was a member in the law firm of Shaffer & Shaffer, PLLC through 2020, at which time he became counsel to Shaffer & Shaffer, PLLC. On January 1, 2021, Mr. Piccirillo established and is the sole member of C.S. Piccirillo Law, PLLC. He is also a Partner with Lawoff Associates, and President of Auggus Enterprises, Inc., both of which are real estate entities. Mr. Piccirillo has more than 30 years of trial experience and has bar admissions to the West Virginia Supreme Court of Appeals and the United States District Courts throughout West Virginia. His market knowledge and experience in real estate law are valued by the Board. (1) References to Company Board service tenure for Director Maddy, Bean, Geary, George, Hinkle, Piccirillo, and Upson are for Summit Financial Group, Inc., prior to the merger with and into Burke & Herbert Financial Services Corp. on May 3, 2024, when those directors became directors of Burke & Herbert Financial Services Corp. Jose D. Riojas: Jose D. Riojas has been a director since 2018. Brigadier General (U.S. Army, Retired) Riojas is the owner of Jose D. Riojas, LLC, a consultancy company formed in 2015, specializing in executive coaching and organizational strategic development. Before that, he served as the Chief of Staff and Assistant Secretary of Operations at the U.S. Department of Veterans Affairs (VA). Prior to joining VA, he served as the Vice President for Strategic Initiatives at the University of Texas at El Paso after completing his final military assignment as the Commanding General of Joint Task Force North, a multi-agency organization. His experience in leadership development, strategic planning, and risk management provides valuable perspective to the Board. Jill S. Upson: Jill S. Upson has been a director since 2021.1 Since 2018, Ms. Upson has served as Executive Director of the Herbert Henderson Office of Minority Affairs and serves as Executive Director of the West Virginia Women’s Commission. Ms. Upson is a former member of the West Virginia House of Delegates where she served as Vice Chair of the Banking and Insurance Committee in addition to serving on various committees, caucuses, and commissions. Ms. Upson holds the distinction of making state history as the first black Republican woman elected to the West Virginia House of Delegates. Due to her steadfast leadership in criminal justice reform, Ms. Upson was recognized by the Governor of West Virginia with his Civil Rights Award. She also serves as Chair of the Martin Luther King, Jr. State Holiday Commission, and Chair of the COVID-19 Advisory Commission on Racial Disparities. Ms. Upson’s skills in negotiations and communication are valued by the Board. In addition to the information presented above regarding each nominee’s specific experiences, qualifications, attributes and skills, we believe that all of our directors and nominees have a reputation for integrity and adherence to high ethical standards. Each of our nominees has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to us and our Board. Finally, we value our nominee’s experience on other company boards and board committees. (1) References to Company Board service tenure for Director Maddy, Bean, Geary, George, Hinkle, Piccirillo, and Upson are for Summit Financial Group, Inc., prior to the merger with and into Burke & Herbert Financial Services Corp. on May 3, 2024, when those directors became directors of Burke & Herbert Financial Services Corp.
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Summary Compensation Table
Summary Compensation Table The following table sets forth an overview of the compensation for David P. Boyle, Chair & Chief Executive Officer, Roy E. Halyama, Executive Vice President, Chief Financial Officer, and H. Charles, Maddy, III, President, who collectively constitute our NEOs for the year ended December 31, 2024. The current compensation of the NEOs is not necessarily indicative of how we will compensate our NEOs in the future. Evaluation and changes, as needed, are made to our compensation structure to ensure compensation packages remain competitive and align with our compensation philosophy.
Summary Compensation Table
| Name & Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | Nonqualified Deferred Compensation Earnings (4) | All Other Compensation (5) | Total | | David P. Boyle, Chair & Chief Executive Officer | 2024 | $825,000 | $— | $671,695 | $1,184,928 | $4,094 | $182,429 | $2,868,146 | | | 2023 | 825,000 | — | 388,296 | — | 4,142 | 357,384 | 1,574,822 | | Roy E. Halyama, Executive Vice President — Chief Financial Officer | 2024 | 401,923 | — | 307,578 | 542,593 | 549 | 93,325 | 1,345,968 | | | 2023 | 350,000 | — | 139,930 | — | — | 150,469 | 640,399 | | H. Charles Maddy, III, President | 2024 | 634,250 | 1,320,750 | 294,008 | 518,655 | 34,760 | 15,782 | 2,818,205 |
Summary Compensation Table
(1)The amount represents a one-time special bonus paid to Mr. Maddy from the Bank following the Summit Merger pursuant to the Employment Agreement by and between the Bank and Mr. Maddy dated August 24, 2023. (2)The amounts represent the aggregate grant date fair value of performance-based stock units (“PRSU”) awards granted in 2024 pursuant to the Burke & Herbert Bank 2024-2025 Merger Incentive Plan (“MIP”) calculated in accordance with the Financial Accounting Standards Board Accounts Standards Codification Topic 718 (“FASB ASC Topic 718”). See Note 23 — Share-Based Compensation to the Company’s 10-K for the year ended December 31, 2024, filed with the SEC on March 17, 2025, for additional information about the Company’s share-based compensation plans, including the assumptions made in the valuation of awards. (3)The amounts represent the cash incentive awards earned for 2024 under the MIP. (4)Represents the above-market only earnings that exceed 120% of the applicable federal long-term rate for the Supplemental Executive Retirement Plan; see more detail below within “Other Compensation & Benefits.” (5)The 2024 compensation represented by the amounts set forth in the “All Other Compensation” column in the table above is detailed in the following table.
Summary Compensation Table
| Name & Principal Position | Life Insurance Premiums | Supplemental Executive Retirement Plan Contribution | Split Dollar Life Insurance Benefit | Matching Contributions to 401(k) Plan | Total | | David P. Boyle, Chair & Chief Executive Officer | $3,564 | $165,000 | $1,790 | $12,075 | $182,429 | | Roy E. Halyama, Executive Vice President — Chief Financial Officer | — | 81,250 | — | 12,075 | 93,325 | | H Charles Maddy, III — President | 396 | — | 1,586 | 13,800 | 15,782 |
Outstanding Equity Awards at Fiscal Year-End 2024
Outstanding Equity Awards at Fiscal Year-End 2024 The following table sets forth information concerning all RSU awards (both time-based and performance-based) held by the NEOs at December 31, 2024. The number of shares subject to each award have been adjusted to reflect any stock dividends, stock splits and merger of share exchange assumption adjustments effected after the date of such award (none of which gave rise to additional accounting expenses). Each RSU listed in the following table that was granted prior to 2024 was granted under the Burke & Herbert Bank & Trust Company 2019 Stock Incentive Plan (the “2019 SIP”). The performance-based RSUs granted on May 1, 2024 were granted under the MIP.
Outstanding Equity Awards at Fiscal Year-End 2024
| | | Stock Awards | | | | | Name | Grant Date | Number of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested (1) | Equity incentive plan awards: Number of unearned shares, units, or other rights that have not vested | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested (1) | | David P. Boyle | 5/06/2024 | 19,062(4) | $1,188,706 | — | $— | | | 1/19/2023 | 3,361(2) | 209,592 | 2,250(3) | 140,310 | | | 1/21/2022 | 5,000(2) | 311,800 | — | — | | Roy E. Halyama | 5/06/2024 | 8,976(4) | 559,743 | — | — | | | 1/19/2023 | 829(2) | 51,696 | 1,250(3) | 77,950 | | | 1/21/2022 | 960(2) | 59,866 | — | — | | H. Charles Maddy, III | 5/06/2024 | 8,580(4) | 535,049 | — | — |
Outstanding Equity Awards at Fiscal Year-End 2024
(1)Based on the $62.36 closing price of the Company’s common stock on December 31, 2024, the last trading day of the Company’s 2024 fiscal year, as quoted on the NASDAQ Stock Market LLC. (2)Reflects time-based RSU awards that vest on the third anniversary of the grant date. (3)Represents PRSUs granted in 2023, which are subject to a vesting performance condition based on a targeted and sustained market price of the Company’s stock price. To the extent the performance condition is achieved, the awards vest, subject to continued service, upon the fifth anniversary (January 19, 2028) of the grant date. The award also provides for accelerated vesting to the extent the performance condition is achieved before the end of the five-year performance period (but no earlier than January 19, 2026, the third anniversary of the grant date). (4)Represents PRSUs granted under the MIP. Half of the PRSUs were awarded on May 6, 2024, the first business day following the Summit Merger (the “2024 EPS PRSU”), and the remainder was awarded on January 23, 2025 (the “2025 EPS PRSU”). The amounts shown in the column entitled “Number of shares or units of stock that have not vested” represent the number of 2024 EPS PRSUs “banked” by the NEOs based on the Company’s EPS performance from the Closing Date to December 31, 2024. The banked units vest in three equal annual installments on the second, third, and fourth anniversaries of the Closing Date. Vesting of the PRSU awards is generally contingent on the individual's continued employment, subject to acceleration upon certain qualifying events.
Director Compensation
Director Compensation Our directors may receive both cash and equity compensation. Mr. Boyle does not receive additional compensation for his service as a director or Chair of the Board and Mr. Maddy does not receive additional compensation for his service as a director. During 2024, E. Hunt Burke served as a non-executive employee of the Company and was generally eligible to participate in benefit plans offered to employees of the Company. His compensation as an employee is reflected in the Director Compensation table below as “All Other Compensation.” During the year ended December 31, 2024, directors received a retainer for service on the Holding Company Board of $13,000 for the first and second quarters and $6,000 for the third and fourth quarters, $2,000 for each Holding Company Board meeting attended in January through April and $2,500 for each Holding Company Board meeting attended in May through December, a retainer for service on the Bank Board of $2,000 for the first and second quarters, $1,350 for each Bank Board meeting attended during January through April and $3,000 for each Bank Board meeting attended in May through December, $500 for each Holding Company Board Committee meeting attended ($600 for each Committee Chair) in January through April and $1,000 for each Holding Company Board Committee meeting attended in May through December, $500 for each Bank Board Committee meeting attended ($600 for each Committee Chair) in January through April, and $1,000 for each Bank Board Committee meeting attended in May through December. Directors may defer compensation into our Deferred Compensation Plan described above. On July 15, 2024, each director was awarded 1,000 RSUs that vest on the first anniversary of the grant date, subject to continued service and satisfaction of attendance requirements. The following table sets forth amounts paid to directors during the year ended December 31, 2024.
Director Compensation
| Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Nonqualified Deferred Compensation Earnings (3) | All Other Compensation (4) | Total | | E. Hunt Burke | $123,900 | $— | $5,526 | $581,193 | $710,619 | | Mark G. Anderson | 82,000 | 55,170 | — | — | 137,170 | | Julian F. Barnwell, Jr. | 91,000 | 55,170 | — | — | 146,170 | | Oscar M. Bean | 49,000 | 55,170 | — | — | 104,170 | | Katherine D. Bonnafé | 90,400 | 55,170 | — | — | 145,570 | | James M. Burke | 61,100 | 55,170 | — | — | 116,270 | | Nicholas Carosi, III | 43,500 | — | — | — | 43,500 | | James P. Geary, II | 48,000 | 55,170 | — | — | 103,170 | | Georgette R. George | 52,000 | 55,170 | — | — | 107,170 | | S. Laing Hinson | 92,600 | 55,170 | — | — | 147,770 | | Gary L. Hinkle | 25,000 | 55,170 | — | — | 80,170 | | Jason A. Kitzmiller | 20,500 | 55,170 | — | — | 75,670 | | Michael D. Lubeley | 41,600 | — | — | — | 41,600 | | Shawn P. McLaughlin | 92,600 | 55,170 | — | — | 147,770 | | Charles S. Piccirillo | 24,000 | 55,170 | — | — | 79,170 | | Jose D. Riojas | 90,000 | 55,170 | — | — | 145,170 | | Jill S. Upson | 20,000 | 55,170 | — | — | 75,170 |
Director Compensation
(1)The amounts set forth in the “Fees Earned or Paid in Cash” includes retainer fees for each director, plus fees for meeting and committee attendance. Ms. Bonnafé, Mr. Geary, Ms. George, Mr. Hinkle, Mr. Kitzmiller, Mr. Piccirillo, Mr. Riojas and Ms. Upson participate in the Deferred Compensation Plan and deferred a portion of their cash retainer and fees into the plan in 2024. (2)In 2024, the Company granted each director (except Mr. Boyle and Mr. Maddy) 1,000 RSUs that vest on the first anniversary of the grant date, subject to continued service and satisfaction of attendance requirements. The amounts set forth in the “Stock Awards” column reflect the aggregate grant date fair value of the RSUs, calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). As of December 31, 2024, each director in the table had unvested stock awards with respect to 1,000 shares. (3)While generally our non-employee directors are not entitled to participate in our SERP, E. Hunt Burke participates in the SERP in his capacity as an employee of the Company. The amount set forth in the “Nonqualified Deferred Compensation Earnings” for E. Hunt Burke represent only the above-market earnings on his SERP account balance that exceed 120% of the applicable federal long-term rate for the SERP; as described in “Other Compensation & Benefits.” As of 2022, the Company ceased making additional contributions to the SERP on Mr. Burke’s behalf. (4)The amounts set forth in the “All Other Compensation” for E. Hunt Burke includes compensation he receives as a non-executive employee of the Company and not in his capacity as a director. Specifically, it includes salary of $135,000, split-dollar value of insurance premiums paid by the Company in 2024 of $441,467, and 401(k) matching contributions of $4,726.