DEF 14A of Burke & Herbert Financial Services Corp., Apr 30, 2026

DEF 14A of Burke & Herbert Financial Services Corp.

Filed Apr 30, 2026 · FY20250001964333-26-000052

Open on EDGAR

  1. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS As of the date of this proxy statement, the Company’s Board of Directors is comprised of fifteen (15) directors. In accordance with the Company’s bylaws, as amended (the “Bylaws”), the number of directors shall consist of no more than fifteen (15) and no fewer than five (5) with the exact number to be fixed by the Board of Directors. For the election of directors at the Annual Meeting, the Board of Directors has fixed the number of directors to be elected at fourteen (14) and nominated the following fourteen (14) individuals as nominees for director: Mark G. Anderson, Julian F. Barnwell, Katherine D. Bonnafé, David P. Boyle, James M. Burke, James P. Geary, II, Georgette R. George, S. Laing Hinson, Shawn P. McLaughlin, Charles S. Piccirillo, Diane Poillon, Jose D. Riojas, Kristen Snyder and David H. Wilson, Sr. Eleven (11) of the nominees are directors standing for re-election. Three (3) of the nominees are new nominees to the Board. The Board nominated David H. Wilson, Sr., a current member of the Bank Board of Directors, as a nominee for director because of his strong business and technology leadership and his representation in the Company’s Eastern footprint in the Shore of Maryland. In addition, pursuant to the Agreement and Plan of Merger entered into by the Company and LINKBANCORP, INC., a Pennsylvania corporation (“LNKB”), the Company agreed at the effective time of the merger of LNKB with and into the Company with the Company surviving the merger (the “LNKB Merger”) to appoint two directors from LNKB to its Board of Directors, as mutually agreed to by LNKB and the Company, and each of whom would qualify as an “independent director” pursuant to the listing standards of the NASDAQ Stock Market LLC. On March 9, 2026, the Board appointed current LNKB directors Diane Poillon and Kristen Snyder to the Board of the Company, subject to and effective upon the completion of the LNKB Merger. H. Charles Maddy, III, is retiring from the Company effective June 30, 2026, and has elected to not stand for re-election. Oscar M. Bean and Gary L. Hinkle have surpassed the age limit of 75 for service on the Company’s Board under the Company’s Bylaws and have agreed to retire. Jill S. Upson has elected not to stand for re-election to pursue other interests. The Company thanks Messrs. Bean, Hinkle, and Maddy and Ms. Upson for their service as members of the Board of Directors of the Company and their prior service as members 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. We expect each nominee for election as a director to be able to serve if elected. Diane Poillon’s and Kristen Snyder’s nomination and appointment to the Board of Directors is contingent upon the closing of the LNKB Merger prior to the Annual Meeting. It is anticipated that the LNKB Merger will close on May 1, 2026. Ms. Poillon and Ms. Snyder will not serve as directors unless and until the LNKB Merger closes, even if shareholders vote to elect them at the Annual Meeting. To the extent permitted under applicable law, if any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board. 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 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.

  2. PROPOSAL 1 ELECTION OF DIRECTORS

    | Name | Position | Age | Director Since | Term Expires | | David P. Boyle | Chair and CEO | 62 | 2020 | 2026 | | S. Laing Hinson | Vice Chair and Director | 71 | 2007 | 2026 | | Mark G. Anderson | Director | 63 | 2017 | 2026 | | Julian F. Barnwell, Jr. | Director | 70 | 2001 | 2026 | | Katherine D. Bonnafé | Director | 60 | 2018 | 2026 | | James M. Burke | Director | 71 | 2014 | 2026 | | James P. Geary, II | Director | 69 | 2024 | 2026 | | Georgette R. George | Director | 65 | 2024 | 2026 | | Shawn P. McLaughlin | Director | 66 | 2008 | 2026 | | Charles S. Piccirillo | Director | 71 | 2024 | 2026 | | Diane Poillon | Director Nominee | 57 | New Nominee | N/A | | Jose D. Riojas | Director | 71 | 2018 | 2026 | | Kristen Snyder | Director Nominee | 41 | New Nominee | N/A | | David H. Wilson, Sr. | Director Nominee | 67 | New Nominee | N/A |

  3. Burke & Herbert Financial Services Corp. 2026 Director Biographies

    Burke & Herbert Financial Services Corp. 2026 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. 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 (CA), Seattle, San Francisco, Los Angeles, London (UK), Brighton (UK), Birmingham (UK), Glasgow, Scotland, and Melbourne, Australia. 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’s market and industry knowledge and her operations management capabilities allow her to strengthen the Board’s overall effectiveness. 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 in 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 of the Company since the Summit Merger on May 3, 2024, and served on the Summit Board since 2007 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 University, Shepherdstown, West Virginia. The Board values Mr. Geary’s knowledge in real estate and general market knowledge. Georgette R. George: Georgette R. George has been a director of the Company since the Summit Merger on May 3, 2024, and served on the Summit Board since 2010. 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. 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 2003. 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 of the Company since the Summit Merger on May 3, 2024, and served on the Summit Board since 1998. 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 Anggus 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.

  4. Burke & Herbert Financial Services Corp. 2026 Director Biographies

    Diane Poillon: Diane Poillon is a new nominee for director of the Company. Ms. Poillon has served on the LNKB Board since 2019. Ms. Poillon is President and Chief Executive Officer of Willow Valley Associates. She has 30 years of experience in the hospitality and real estate business at Willow Valley in roles including Chief Operating Officer, Executive Vice President of Focus Service Hotels, Director of Learning and Development, Director of Safety and Manager of Family Restaurant. Ms. Poillon is an active community leader in Central Pennsylvania, including positions on the boards of the Lancaster General Health Foundation, Lancaster Chamber of Commerce & Industry and Water Street Mission. Her real estate and business expertise and community leadership led to her nomination as a director. 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. Kristen Snyder: Kristen Snyder is a new nominee for director of Company. Ms. Snyder has served on the LNKB Board since LNKB’s acquisition of GNB Financial Services, Inc. in September 2021. Ms. Snyder served on the Board of Directors of GNB Financial Services, Inc. and its wholly-owned subsidiary bank, Gratz Bank since 2018. Ms. Snyder is a principal of Koppy’s Propane, Inc., overseeing operations, finance, safety and human resources. Prior to that, she served as Senior Analyst for JPMorgan Chase & Co. from 2007 to 2010. Her business and financial experience led to her nomination as a director. David H. Wilson, Sr.: David H. Wilson, Sr. is a new nominee for director of the Company. Mr. Wilson has been a director of the Bank since the Summit Merger on May 3, 2024, and served on the Summit Board since Summit’s acquisition of PSB Holding Corp. in 2023. Mr. Wilson served on the Board of Directors of PSB Holding Corp. and its wholly-owned subsidiary Bank, Provident State Bank from 1989 to 2023 and served as Chairman of the Board of PSB Holding Corp. Mr. Wilson is a seasoned automotive executive and entrepreneur with a long track record of building and scaling high-performing businesses. He is the founder and Chairman of Preston Automotive Group, which spans 35 rooftops and generates approximately 16,000 retail unit sales annually. He also serves as Chairman of SafeHouse Security, DHW Holdings LLC, and iFrog Marketing Solutions. In addition, he maintains significant real estate holdings across Maryland, Delaware, and Virginia. Mr. Wilson has been recognized as a member of the Ford Top Volume Dealers Hall of Fame and has been named a Top 100 Dealer multiple times. He served as Chair of the National Ford Dealer Council after previously serving three years as Vice Chair, working directly with Ford Motor Company on dealer strategy and operational performance. He also serves on the FordDirect Board of Managers. His business, real estate and investment experience as well as his strong participation on the Bank board led to his nomination as a director. 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.

  5. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  6. Compensation Philosophy and Elements of Executive Compensation

    Compensation Philosophy and Elements of Executive Compensation The primary objective of our executive compensation program is to attract and retain highly skilled and motivated executive officers that significantly contribute to the Company’s success. The executive officers are expected to manage the Company to promote its growth and profitability, minimize risk, and advance the interests of our shareholders. As such, the Company’s compensation program is designed to provide levels of compensation that reflect the executive’s role in the organization and reward the individual’s performance within the context of the Company’s performance. The Compensation Committee of our Board believes that evaluating performance in this manner aligns the interests of our executive officers with the achievement of long-term sustainable financial performance and resulting increases in shareholder value. We believe that our compensation program contributes to achieving these results. The principal elements of our executive compensation program are annual base salary, incentive compensation, including short-term incentive compensation through annual cash incentive compensation and long-term incentives through the grants of equity-based awards and participation in our deferred compensation plans. In addition, we provide our executives with benefits that are generally available to all eligible employees. We view the principal elements of our executive compensation as related, but distinct, and aim to deliver competitive annual total compensation opportunities to the Company’s executive officers commensurate with individual and Company performance. We determine the appropriate level for each compensation element based, in part, but not exclusively, on our view of internal equity and consistency, performance, the competitive landscape, and other information we deem relevant. We believe that equity-based awards are a motivator in attracting and retaining executives over the long-term, and that salary and cash bonuses are important considerations in the short-term. The following table lists and describes the purpose of the key elements of compensation for our NEOs:

  7. Compensation Philosophy and Elements of Executive Compensation

    | Element of Pay | Description | Purpose | | Base Salary | Fixed cash compensation reviewed annually and adjusted periodically. | To attract and retain key executive talent by providing a stable source of compensation for services rendered during the fiscal year based on market-competitive base pay. Merit salary increases are linked to individual performance and other factors. | | Merger Incentive Plan | Cash and equity-based incentive compensation based on achievement of merger cost savings goals in 2024 and 2025 and achievement of earnings per share goals for 2024 and 2025. | To provide cash and equity-based incentive compensation to select members of management of the Company and its affiliates, and to incentivize such individuals to achieve key milestones following the two-year period after the Summit Merger. | | Annual Incentive Plan | Performance-based cash payment based on financial, operational, and strategic metrics. | To motivate executive officers to achieve the Company’s annual strategic and financial goals and reward individual performance. | | Long Term Incentive Plan – Time Vesting | Equity awards (such as restricted stock units (RSUs)) that vest over a service-based period, generally three years. | To align long-term interests of executives and shareholders and to motivate and reward long-term sustained performance. The time-based vesting criteria creates a retention incentive through multi-year vesting. | | Long Term Incentive Plan – Performance Vesting | Equity awards (typically performance-based RSUs) that vest based on achievement of pre-established specific financial metrics over multiple-year performance period. | To align long-term interests of executives and shareholders and provide appropriate balance of at-risk compensation that incentivizes executives to achieve long-term performance goals. | | Retirement and Other Benefits | Participation in broad based employee benefit plans (including health and welfare benefits and retirement plans) and, in some cases, supplemental retirement arrangements. | To provide benefits that are consistent with market practice, supports executive well-being and financial security, and aids in attracting and retaining executives. |

  8. Role of Compensation Committee in Setting Executive Compensation

    Role of Compensation Committee in Setting Executive Compensation The Company’s Compensation Committee, which is comprised entirely of independent directors, is responsible for overseeing the Company’s compensation policies and philosophy and their specific application to the directors and executive officers of the Company and its subsidiaries. The Compensation Committee is responsible for determining whether its executive compensation policies are reasonable and appropriate, meet the stated objectives of those policies and effectively serve the best interests of the Company and its shareholders. Annually, our Compensation Committee performs a strategic review of our executive officers’ total compensation. Through this review, the Compensation Committee determines whether the Company adequately compensates our executive officers for both individual and organizational results, relative to external compensation benchmarks. The Compensation Committee considers the Company’s internal objectives (financial and non-financial), the individual executive’s contribution to Company objectives, external peer compensation levels, and peer performance in making annual compensation decisions for the Company’s executive officers. The Compensation Committee also engages an independent third-party compensation consultant, from time-to-time, to help ensure that our executive compensation practices align with general peer compensation approaches. On an annual basis, the Compensation Committee reviews and approves corporate goals and objectives relevant to the Chief Executive Officer’s compensation and evaluates the Chief Executive Officer’s performance in light of those goals and objectives. The Compensation Committee determines and approves the compensation and perquisites to be paid or provided to the Chief Executive Officer based on this evaluation, taking into account the Company’s performance. The Chief Executive Officer may not be present during voting or deliberations on his compensation. The Compensation Committee also annually reviews, in consultation as appropriate with the Chief Executive Officer, the performance of all other executive officers and determines and approves the compensation and perquisites to be paid or provided to the other executive officers, including: base salaries and annual incentive awards; long-term equity awards; any other executive compensation or perquisite; any compensation under a plan or program that has been adopted by the Company; and the terms and conditions of employment contracts and arrangements, if applicable. The Compensation Committee annually reviews and recommends changes, if appropriate, to the Company’s equity incentive compensation plans and other stock-based plans. The Compensation Committee administers the Company’s equity incentive plans, which includes the determination of grant amounts and vesting terms and conditions of awards under such plans.

  9. Role of Compensation Consultant

    Role of Compensation Consultant Pursuant to its charter, the Company’s Compensation Committee may, in its sole discretion, retain or obtain the advice and assistance of a compensation consultant, legal counsel or other adviser. The Compensation Committee may retain or obtain the advice of an adviser only after taking into consideration factors related to that person’s independence from management, including each of the factors it is required to take into consideration under Rule 5605(d)(3) of the NASDAQ Stock Market Rules, subject to limited exceptions. The Compensation Committee is responsible for the appointment, compensation, and oversight of any adviser it retains. The Company is obligated to provide appropriate funding for the compensation of any such adviser. For 2025, the Company, at the behest of the Compensation Committee, retained the services of Pearl Meyer which is an independent executive compensation consulting firm. In 2025, Pearl Meyer did not provide any other services to the Company and worked with the Company’s executive management team only on matters for which the Compensation Committee is responsible. The Compensation Committee assessed the independence of Pearl Meyer in 2025 pursuant to SEC and NASDAQ requirements and concluded that no conflict of interest exists that would prevent Pearl Meyer from serving as an independent consultant to the Compensation Committee. During 2025, Pearl Meyer provided the Compensation Committee with independent advice on topics including public peer group, incentive plan design, and executive employment agreements.

  10. 2025 Target Pay Performance Mix

    | | CEO Target Pay Mix | Other NEO Target Pay Mix | | Base Salary | 31.71% | 42.46% | | Performance Based Annual Cash Incentives | 38.85% | 33.27% | | Performance Based Long-Term Equity Incentives | 29.44% | 24.27% | | Total Percentage of Target pay "At Risk" | 68.29% | 57.54% |

  11. Peer Group

    Peer Group At the meeting held on February 20, 2025, the Compensation Committee reviewed the Company’s peer group. The peer group was used in connection with the Compensation Committee’s review of the salaries of the NEOs to determine if the salaries were comparable to those executives in similar positions. The peer group represented an asset range of $5.4 billion to $13.8 billion in 2024 and had an average asset size of $8.9 billion in 2024 compared to the Company’s asset size of $7.8 billion in 2024. The peer group represented a market capitalization range of $492.4 million to $2.7 billion as of February 20, 2025, and had an average market capitalization of $1.2 billion compared to the Company’s market capitalization of $950.1 million as of February 20, 2025.

  12. Peer Group

    | Bank | Ticker | City | State | | NBT Bancorp Inc. | NBTB | Norwich | NY | | First Commonwealth Financial Corporation | FCF | Indiana | PA | | Eagle Bancorp, Inc. | EGBN | Bethesda | MD | | ConnectOne Bancorp, Inc. | CNOB | Englewood Cliffs | NJ | | Park National Corporation | PRK | Newark | OH | | S&T Bancorp, Inc. | STBA | Indiana | PA | | Peoples Bancorp, Inc. | PEBO | Marietta | OH | | Flushing Financial Corporation | FFIC | Uniondale | NY | | Stock Yards Bancorp, Inc. | SYBT | Louisville | KY | | Univest Financial Corporation | UVSP | Souderton | PA | | Tompkins Financial Corporation | TMP | Ithaca | NY | | Metropolitan Bank Holding Corp. | MCB | New York | NY | | Peapack-Gladstone Financial Corporation | PGC | Bedminster | NJ | | Washington Trust Bancorp, Inc. | WASH | Westerly | RI | | CNB Financial Corporation | CCNE | Clearfield | PA | | Orrstown Financial Services, Inc. | ORRF | Harrisburg | PA |

  13. Salaries

    Salaries Salaries of the NEOs are reviewed on an annual basis. In setting the salaries of the NEOs, the Compensation Committee seeks to provide competitive market salaries, considering individual performance for the prior year and the Company’s prior year financial results. The Compensation Committee also considers comparative peer salary data from the peer group and believes that base salaries are set at levels that enable the Company to hire and retain individuals in the banking/finance industry that can drive achievement of the Company’s overall objectives. At its meeting held on February 27, 2025, the Compensation Committee reviewed the salaries of the executive officers and decided to increase the base salaries for the NEOs, as is reflected in the following table based on a review of market data for comparable executives in the peer group. These base salary increases were effective on April 1, 2025.

  14. Merger Incentive Compensation

    | | 2024 MIP Target Incentive | 2025 MIP Target Incentive | MIP Total Target Incentive | | David P. Boyle | $1,485,000 | $1,485,000 | $2,970,000 | | Roy E. Halyama | 680,000 | 680,000 | 1,360,000 | | H. Charles Maddy, III | 650,000 | 650,000 | 1,300,000 | | Bradford E. Ritchie | 369,000 | 369,000 | 738,000 | | Robert S. Tissue | 350,000 | 350,000 | 700,000 |

  15. Cash Incentives

    Cash Incentives Each participant had the opportunity to earn four cash incentives under the MIP; however the participant had to be continuously employed by the Bank through the payout date in order to receive the cash incentive. Two cash incentive opportunities were based on the Company’s achievement of its merger cost savings goals in 2024 and 2025, and the remaining two cash incentive opportunities were based on the Company achieving its earnings per share goals for 2024 and 2025.

  16. Merger Cost Savings (“MCS”) Cash Incentive

    Merger Cost Savings (“MCS”) Cash Incentive Of the Total Target Incentive, 25% of each participant’s Total Target Incentive was allocated to a cash incentive that might be earned between 0% - 150% of target based on the Company’s achievement of its merger cost savings goal from the Closing Date through the end of 2025, with the potential to earn an initial payment during the first quarter of 2025 based on 2024 performance if the “threshold” (or greater) performance goal was achieved, and the potential to earn a second payment during the first quarter of 2026 based on performance through 2025.

  17. Merger Cost Savings (“MCS”) Cash Incentive

    | Merger Cost Savings (“MCS”) Cash Incentive | | | | | | | Below Threshold | Threshold | Target | Maximum | | Merger Cost Savings | < $10 Million | $10 million | $20 million | $30 million or more | | % of Total MCS Incentive Earned | —% | 50% | 100% | 150% |

  18. Earnings Per Share (“EPS”) Cash Incentive

    Earnings Per Share (“EPS”) Cash Incentive Between 15% - 28.125% of each participant’s Total Target Incentive amount was allocated to a cash incentive that might be earned between 0% - 150% of target based on the Company’s GAAP earnings per share on a diluted basis (“EPS”) performance from the Closing Date through the end of 2024, payable in the first quarter of 2025. In addition, between 15% - 28.125% of each listed individual's Total Target Incentive was allocated to a cash incentive that might be earned between 0% - 150% of target based on the Company’s EPS performance in 2025, payable in the first quarter of 2026. The Company’s EPS had to meet or exceed the “threshold” goal in order for the cash incentive to be paid.

  19. Earnings Per Share (“EPS”) Cash Incentive

    | Earnings Per Share (“EPS”) Cash Incentive | | | | | | | Below Threshold | Threshold | Target | Maximum | | % of EPS Target Achieved | Less than 80% | 80% | 100% | 150% or more | | % of Total EPS Incentive Earned | —% | 80% | 100% | 150% |

  20. Equity Based Incentives

    Equity Based Incentives In addition to the cash incentives, from 18.75% - 45% of each participant’s Total Target Incentive was allocated to performance-based restricted stock unit (“PRSU”) awards. To calculate the number of PRSUs (at target) subject to the PRSU awards, the applicable portion of the Total Target Incentive was divided by $51.14, the closing price of a share of the Company stock on the date of the Summit Merger, with the quotient representing the number of PRSUs (at target) to be awarded to the participant. 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”), subject to the Company’s achievement of the EPS targets for 2024 and 2025 and to continued employment. Between 0% - 150% of the target PRSUs granted under the 2024 EPS PRSU might be “banked” by the participant based on the Company’s EPS performance from the Closing Date to December 31, 2024, with the banked units vesting in three equal annual installments on the first, second, and third anniversaries of the Closing Date. Between 0% - 150% of the target PRSUs granted under the 2025 EPS PRSU might be “banked” by the participant based on the Company’s EPS performance in 2025, with the banked units vesting 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 participant’s continued employment, subject to acceleration upon certain qualifying events as described below.

  21. Equity Based Incentives

    | Number of PRSUs Banked Based on EPS Performance | | | | | | | Below Threshold | Threshold | Target | Maximum | | % of EPS Target Achieved | Less than 80% | 80% | 100% | 150% or more | | % of PRSUs that are Banked | —% | 80% | 100% | 150% |

  22. 2024 Performance

    | | 2024 Cash Incentive | Half PRSUs Granted on May 6, 2024 2024 EPS PRSU Award | Number of PRSUs underlying 2024 EPS PRSU Award Banked | | David P. Boyle | $1,184,928 | 13,068 | 19,602 | | Roy E. Halyama | 542,593 | 5,984 | 8,976 | | H. Charles Maddy, III | 518,655 | 5,720 | 8,580 | | Bradford E. Ritchie | 335,949 | 2,705 | 4,059 | | Robert S. Tissue | 279,276 | 3,079 | 4,620 |

  23. 2025 Performance

    | | 2025 Cash Incentive | Half PRSUs Granted on January 23, 2025 2025 EPS PRSU Award | Number of PRSUs underlying 2025 EPS PRSU Award Banked | | David P. Boyle | $1,064,642 | 13,067 | 13,067 | | Roy E. Halyama | 487,042 | 5,984 | 5,984 | | H. Charles Maddy, III | 458,472 | 5,720 | 5,720 | | Bradford E. Ritchie | 287,979 | 2,706 | 2,706 | | Robert S. Tissue | 246,959 | 3,080 | 3,080 |

  24. Forfeiture and Acceleration of PRSUs under MIP

    Forfeiture and Acceleration of PRSUs under MIP Upon the cessation of the NEO’s service with the Company prior to the first vesting date for any reason, all of the PRSUs will be forfeited. If the NEO’s service with the Company ceases on or after the first vesting date but prior to the third vesting date due to the NEO’s death, Disability, termination by the Company without Cause, or resignation by the NEO for Good Reason (as such terms are defined in the NEO’s employment agreements), then subject to the requirement that the NEO execute a general release of claims, the banked units that are scheduled to vest on the vesting date that follows the cessation will vest as of the date of such cessation on a pro-rata basis, based upon the number of days the NEO was in service with the Company since the immediately preceding vesting date. Any remaining banked units will be forfeited automatically upon the NEO’s cessation of service. Upon the termination of the NEO’s employment with the Company for Cause (or a resignation by the NEO at such time as the Company could have terminated the NEO’s employment for Cause), any unvested PRSUs (whether or not banked) and any vested banked units for which shares have not yet been delivered will be forfeited. Unless otherwise provided in the discretion of the Committee, upon the cessation of the NEO’s service with the Company for any other reason, any unvested PRSUs (whether or not banked) will be forfeited.

  25. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  26. 2019 Stock Incentive Plan

    2019 Stock Incentive Plan In 2019, the Company adopted the 2019 Stock Incentive Plan (the “2019 SIP”) in order to attract and retain talented personnel and to provide incentives to such personnel that promote the long-term success of the Company. Under the 2019 SIP, the Compensation Committee granted both time and performance-based restricted stock awards. The time-based RSU grants generally cliff vest three years after the grant date, subject generally to continued service. The awards provide for accelerated vesting upon the death or disability of the NEO. The performance based restricted stock awards (“PRSUs”) were made to Messrs. Boyle and Halyama on January 19, 2023, to incentivize these NEOs to increase shareholder value over a prescribed performance period by achieving a targeted and sustained stock price. To the extent the target stock price is achieved for a consecutive period of 15 trading days or a non-consecutive period of 30 trading days, the awards will vest, subject generally to continued service, upon the fifth anniversary of the grant date. The awards also provide for accelerated vesting beginning on the third anniversary of grant, to the extent the stock price performance condition is achieved earlier. The awards provide for accelerated vesting upon the death or disability of the award recipient. Messrs. Boyle and Halyama have a contractual entitlement to accelerated vesting of both the time-based RSUs and the PRSUs upon termination for Good Reason, termination without Just Cause, termination within two years of a change of control for Good Reason or without Just Cause, death or Disability (as such terms are defined in Messrs. Boyle’s and Halyama’s 2022 employment agreements). In addition, if dividends are declared while the time-based RSUs and the PRSUs remain outstanding, the award recipient will receive such declared and accrued cash dividends upon the vesting of the underlying award. The outstanding RSUs and PRSUs under the 2019 SIP are set forth in the Outstanding Equity Awards at Fiscal Year-End 2025 table.

  27. 2023 Stock Incentive Plan

    2023 Stock Incentive Plan In March, 2023, the shareholders of the Company approved the 2023 Stock Incentive Plan (the “2023 SIP”), an omnibus plan providing for the grant of various types of equity awards. The 2023 SIP replaced the 2019 SIP. To date, the Company has granted RSUs under the 2023 SIP to executives who are not NEOs and to members of the Board (excluding Messrs. Boyle and Maddy). The grants to directors in 2025 vest on the first anniversary of the grant date, subject to continued service and satisfaction of attendance requirements. The grant date value of such awards are included in the “Stock Awards” column of the Directors Compensation table.

  28. Employment Agreements

    Employment Agreements

  29. Bradford E. Ritchie and Robert S. Tissue

    Bradford E. Ritchie and Robert S. Tissue On August 24, 2023, the Bank entered into Employment Agreements with Bradford E. Ritchie and Robert S. Tissue (respectively, the “Ritchie Employment Agreement” and the “Tissue Employment Agreement,” and collectively, the “2023 Employment Agreements”), to be effective as of the Summit Merger. Pursuant to the 2023 Employment Agreements, Mr. Ritchie serves as Executive Vice President, Chief Lending Officer of the Bank, and Mr. Tissue serves as Executive Vice President, Head of Balance Sheet Strategy of the Bank and the Company. The 2023 Employment Agreements each have a three-year term, with automatic one-year renewals thereafter (collectively, the “employment term”) unless the Bank provides written notice of non-renewal at least 90 days prior to the expiration of the then-current term or unless the agreement is otherwise terminated. Under the 2023 Employment Agreements, Mr. Ritchie’s annual salary is $410,000 and Mr. Tissue’s annual salary is $350,000, and they are each entitled to participate in any annual incentive compensation or bonus plan as may be available from time to time to executive officers of the Bank. Mr. Ritchie and Mr. Tissue will also be entitled to participate in any equity or equity-based compensation plans that may be adopted by the Bank or the Company. Under the 2023 Employment Agreements, Mr. Ritchie was paid a special bonus payment from the Bank, following the closing of the Summit Merger of $695,500, and Mr. Tissue was paid a special bonus payment from the Bank, following the closing of the Summit Merger of $632,626. In addition, the Tissue Employment Agreement provides that Mr. Tissue is entitled to another payment, to be made by the first regularly scheduled payroll date that occurs at least five days after any separation from service (within the meaning of Section 409A of the Code), but subject to any payment delay required pursuant to Section 409A of the Code, of $379,575. Under the 2023 Employment Agreements, Mr. Ritchie and Mr. Tissue are each entitled to participate in benefit plans sponsored and maintained by the Bank and generally made available to employees and/or executives. They are also entitled to not less than 30 days of PTO each year. Mr. Ritchie and Mr. Tissue are entitled to use of a company-owned automobile, or to be paid a periodic automobile allowance. In the event of the involuntary termination of Mr. Ritchie’s or Mr. Tissue’s employment without Just Cause (as respectively defined in the Ritchie Employment Agreement and the Tissue Employment Agreement) or Mr. Ritchie’s or Mr. Tissue’s resignation of employment for Good Reason (as respectively defined in the Ritchie Employment Agreement and the Tissue Employment Agreement) during the employment term (in either case, an “involuntary termination”), Mr. Ritchie and Mr. Tissue will be entitled to receive: accrued but unpaid base salary; any earned but unpaid bonus for the prior year, unreimbursed business expenses and accrued but unused PTO (collectively, the “Accrued Obligations”); a lump sum payment equal to two times the sum of (I) Mr. Ritchie’s or Mr. Tissue’s base salary at the date of his termination of employment and (II) a cash bonus equal to 40% of the applicable executive’s base salary at such termination date (the “Target Cash Bonus”); and an amount equal to the product of (A) 100% of the applicable executive’s full total monthly premium (i.e., his portion and the Bank’s portion) for the healthcare coverage in effect for the applicable executive and his qualified dependents immediately before his termination, times (B) 12 (the “Severance Benefits”). Other than the Accrued Obligations, such payments will be contingent upon the applicable executive’s timely execution and non-revocation of a release of claims (the “Release Requirement”). In the event that such involuntary termination occurs within two years after a change in control (as respectively defined in the Ritchie Employment Agreement and the Tissue Employment Agreement), then, the lump sum payment described above will be equal to 2.99 times (I) Mr. Ritchie’s or Mr. Tissue’s base salary at his employment termination date and (II) the Target Cash Bonus; and the amount calculated based on 100% of the applicable executive’s full total monthly premium for the healthcare coverage in effect for him and his qualified dependents will be multiplied by 18 (collectively, the “Enhanced Severance Benefits”). In the case of a termination of Mr. Ritchie’s or Mr. Tissue’s employment due to death or disability during the employment term, under the 2023 Employment Agreements, the applicable executive is entitled to benefits under any applicable short-term and/or long-term disability insurance plan of the Bank, the Accrued Obligations, and a pro-rated portion of the Target Cash Bonus, based on the amount of time the applicable executive was employed by the Bank during the year of termination. Additionally, under the 2023 Employment Agreements, if Mr. Ritchie’s or Mr. Tissue’s employment terminates pursuant to an involuntary termination (including after a change in control transaction) or due to death or disability during the employment term, then unless otherwise provided in the applicable award agreement, subject to the Release Requirement, any unvested restricted stock (or similar) awards subject to time-based vesting shall become fully and immediately vested, and to the extent that the award is exempt from Section 409A of the Code, shall then be paid. Also, in any of such events and subject to the Release Requirement, any unvested performance stock (or similar) awards shall become fully and immediately vested based on actual performance as of the applicable date of termination of employment of Mr. Ritchie or Mr. Tissue, and if actual performance is not determinable, at target, and to the extent that the award is exempt from Section 409A of the Code, it shall then be paid. Pursuant to the Ritchie Employment Agreement, any provisions in plans or arrangements with Mr. Ritchie, including those put into effect by Summit, that provide for the cutback of payments or benefits to avoid treating such payments or benefits as an excess parachute payment under the golden parachute payment rules (including without limitation the cutback provision contained in Mr. Ritchie’s Executive Salary Continuation Agreement, as described below), shall remain in full force and effect with respect to the Summit Merger and any subsequent change in control of the Company or its affiliates, to the extent applicable. After giving effect to such cutback(s), in the event that Mr. Ritchie otherwise would become entitled to “excess parachute payments” in connection with the merger or a future change in control, he will receive whichever of the following two options would yield a greater after-tax benefit to him: (i) accepting all of the intended payments and paying the excise tax personally, or (ii) waiving the payments over the excise tax threshold such that no excise tax is payable.

  30. Bradford E. Ritchie and Robert S. Tissue

    Mr. Tissue’s prior employment agreement with Summit, which terminated upon the Summit Merger, historically provided for a gross-up payment in the event that Mr. Tissue was subject to an excise tax under golden parachute payment rules (such as Section 280G and 4999 of the Code). Pursuant to the Tissue Employment Agreement, the Bank agreed to honor Mr. Tissue’s historical gross-up right, but only with respect to payments or benefits provided in connection with the Summit Merger. Nonetheless, the parties agreed that the gross-up will not apply to the Severance Benefits or Enhanced Severance Benefits as provided under the Tissue Employment Agreement, to the extent applicable. Furthermore, the parties agreed that Mr. Tissue shall not be entitled to a gross-up payment in respect of any future change in control of the Company or a related entity. Rather, in the event that Mr. Tissue otherwise would become entitled to “excess parachute payments” on such future change in control, he will receive only whichever of the following two options would yield a greater after-tax benefit to him: (i) accepting all of the intended payments and paying the excise tax personally, or (ii) waiving the payments over the excise tax threshold such that no excise tax is payable. Mr. Ritchie and Mr. Tissue have each also entered into a Non-Disclosure and Restrictive Covenant Agreement with the Bank, which sets forth appropriate covenants concerning non-competition, non-solicitation of employees and non-piracy of customers for a period of 18 months after termination of employment for any reason. Messrs. Ritchie and Tissue were awarded SARs by Summit that were converted into replacement SARs in respect of shares of Company common stock on the same terms and conditions as were applicable under their Summit SARs with adjustments to the number of shares of Company Common Stock underlying each replacement SAR and the base price of Company Common Stock for each replacement SAR based on the exchange ratio in the Summit Merger. The SARs awarded to Messrs. Ritchie and Tissue became fully vested upon the Summit Merger.

  31. Summit Supplemental Retirement Plan

    Summit Supplemental Retirement Plan Messrs. Maddy, Ritchie and Tissue are participants in a defined Supplemental Executive Retirement Plan (“Supplemental SERP”) with Summit dated July 1, 2021, that fully vested upon the consummation of the Summit Merger. Under the Supplemental SERP, each of Messrs. Maddy, Ritchie and Tissue will receive an annual benefit equal to an amount provided under certain annuity contracts associated with the Supplemental SERP, paid monthly, beginning the first day of the first month after the later of the executive’s separation from service or the date on which he attains normal retirement age. The normal retirement age for Mr. Maddy is age 63 and the normal retirement age for Messrs. Ritchie and Tissue are age 65. The annual benefit amount payable to executives upon normal retirement age are not less than: $73,000 for Mr. Maddy; $50,000 for Mr. Ritchie and $25,000 for Mr. Tissue.

  32. 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 the year ended December 31, 2025, directors received a quarterly retainer of $6,000 for service on the Holding Company Board, $2,500 for each Holding Company Board meeting attended, $3,000 for each Bank Board meeting attended, and $1,000 for each Holding Company Board Committee meeting and each Bank Board Committee meeting attended. Directors may defer compensation into our Deferred Compensation Plan described above. On May 23, 2025, 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.

  33. Equity Grant Practices

    Equity Grant Practices The Compensation Committee has the authority to grant restricted stock, restricted stock units, performance based restricted stock and other stock-based awards (collectively, “Full Value Awards”), and stock options and SARs (collectively, “Option Awards”) under the 2023 Stock Incentive Plan and the MIP. In 2022 and 2023, the Compensation Committee made grants of Full Value Awards to executive officers and employees in connection with the Company’s annual performance and compensation review process at the first Compensation Committee meeting in January of each year. In 2023, the grants included performance metrics and were granted early in the year to incentivize the executives to increase shareholder value over a prescribed performance period. In 2024 and 2025, Full Value Awards were made to executive officers and employees under the MIP adopted in connection with the Summit Merger in May, 2024. These grants included performance metrics to be achieved during 2024 and 2025. The Compensation Committee does not currently grant Option Awards to its executive officers or employees. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. In addition, the Company does not time the disclosure of the release of material nonpublic information for the purpose of affecting the value of executive compensation.

  34. 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, H. Charles, Maddy, III, President, Bradford E. Ritchie, Executive Vice Present, Chief Lending Officer, and Robert S. Tissue, Executive Vice President, Head of Balance Sheet Strategy, who collectively constitute our NEOs for the year ended December 31, 2025. 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.

  35. Summary Compensation Table

    | Name & Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | Change In Pension Value and Nonqualified Deferred Compensation Earnings (4) | All Other Compensation (5) | Total | | David P. Boyle, Chair, Chief Executive Officer | 2025 | $868,846 | $— | $806,887 | $1,064,642 | $15,386 | $258,780 | $3,014,541 | | | 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 | 2025 | 447,019 | — | 369,512 | 487,042 | 5,480 | 116,642 | 1,425,695 | | | 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 | 2025 | 665,000 | — | 353,210 | 458,472 | 193,231 | 25,177 | 1,695,090 | | | 2024 | 634,250 | 1,320,750 | 294,008 | 518,655 | 431,319 | 15,782 | 3,214,764 | | Bradford E. Ritchie, Executive Vice President, Chief Lending Officer | 2025 | 419,000 | — | 167,096 | 287,979 | 126,931 | 14,063 | 1,015,069 | | Robert S. Tissue, Executive Vice President, Head of Balance Sheet Strategy | 2025 | 358,250 | — | 190,190 | 246,959 | 99,371 | 20,799 | 915,569 |

  36. 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 for 2024 and 2025 represent the aggregate grant date fair value of performance-based restricted stock units (“PRSU”) awards granted in 2024 and 2025 pursuant to the Burke & Herbert Bank 2024-2025 Merger Incentive Plan (“MIP”) and the amounts for 2023 represent the aggregate grant date fair value of restricted stock unit (“RSU”) and PRSU awards granted pursuant to the Company’s 2019 Stock Incentive Plan, each of which were 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, 2025, filed with the SEC on February 27, 2026, 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 and 2025 under the MIP and includes awards tied to both earnings per share and merger cost savings. A more detailed discussion of terms of the cash incentives under the MIP is set forth in the Compensation Discussion and Analysis under the heading “Merger Incentive Compensation.” (4)The amounts for 2025 represent the increase in the vested actuarial net present value of all future retirement benefits under the Supplemental SERP and the Executive Salary Continuation Agreements ($166,294 for Maddy, $119,496 for Ritchie and $83,938 for Tissue) and the amounts for each year represent the above-market only earnings that exceed 120% of the applicable federal long-term rate for the SERP and the Executive Salary Continuation Agreements. The net present value of the vested retirement benefits used to calculate the net change in benefits was determined using the same assumptions used to determine our retirement obligations and expense for financial statement purposes. The total amount for Mr. Maddy for 2024 has been increased by $396,559 from the disclosure in the 2024 proxy statement to include the increase in the vested actuarial net present value of all future retirement benefits under Mr. Maddy’s Supplemental SERP and the Executive Salary Continuation Agreement in 2024. Mr. Maddy’s benefits under the Supplemental SERP fully vested upon the Summit Merger. Additional information about the SERP, the Supplement SERP and the Executive Salary Continuation Agreements is included on pages 46-47. (5)The compensation represented by the amounts set forth in the “All Other Compensation” column in the table above is detailed in the following table.

  37. Summary Compensation Table

    | Name & Principal Position | Year | Life Insurance Premiums | Perquisites | SERP Plan Contribution | Split Dollar Life Insurance Benefit | Matching Contributions to 401(k) Plan | Dividends on PRSUs | Total | | David P. Boyle, Chair, Chief Executive Officer | 2025 | $6,844 | $19,263 | $172,500 | $1,910 | $12,250 | $46,013 | $258,780 | | | 2024 | 3,564 | — | 165,000 | 1,790 | 12,075 | — | 182,429 | | | 2023 | 2,322 | 11,882 | 330,000 | 1,630 | 11,550 | — | 357,384 | | Roy E. Halyama, Executive Vice President, Chief Financial Officer | 2025 | 3,229 | — | 88,750 | — | 12,075 | 12,588 | 116,642 | | | 2024 | — | — | 81,250 | — | 12,075 | — | 93,325 | | | 2023 | 1,419 | — | 137,500 | — | 11,550 | — | 150,469 | | H. Charles Maddy, III, President | 2025 | 3,300 | — | — | 1,699 | 14,000 | 6,178 | 25,177 | | | 2024 | 396 | — | — | 1,586 | 13,800 | — | 15,782 | | Bradford E. Ritchie, Executive Vice President, Chief Lending Officer | 2025 | 1,775 | — | — | 1,047 | 8,319 | 2,922 | 14,063 | | Robert S. Tissue, Executive Vice President, Head of Balance Sheet Strategy | 2025 | 2,282 | — | — | 1,191 | 14,000 | 3,326 | 20,799 |

  38. Grants of Plan-Based Awards During 2025

    Grants of Plan-Based Awards During 2025 The following table sets forth information concerning individual grants to the Company’s NEOs under the 2024-205 Merger Incentive Plan (the “MIP”) for the year ended December 31, 2025.

  39. Grants of Plan-Based Awards During 2025

    | | | Date of Board Action to Grant the Award | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | Grant Date Fair Value of Stock and Option Awards ($) (3) | | Name | Grant Date | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | David P. Boyle | 1/23/2025 | 5/1/2024 | $272,869 | $445,500 | $668,250 | 10,454 | 13,067 | 19,601 | $806,887 | | Roy E. Halyama | 1/23/2025 | 5/1/2024 | 124,950 | 204,000 | 306,000 | 4,787 | 5,984 | 8,976 | 369,512 | | H. Charles Maddy, III | 1/23/2025 | 5/1/2024 | 119,438 | 195,000 | 292,500 | 4,576 | 5,720 | 8,580 | 353,210 | | Bradford E. Ritchie | 1/23/2025 | 5/1/2024 | 89,944 | 138,375 | 207,563 | 2,165 | 2,706 | 4,059 | 167,096 | | Robert S. Tissue | 1/23/2025 | 5/1/2024 | 64,313 | 105,000 | 157,500 | 2,464 | 3,080 | 4,620 | 190,190 |

  40. Grants of Plan-Based Awards During 2025

    (1)Amounts represent the potential cash incentive granted under the MIP tied to earnings per share (EPS) performance in 2025 for each of the NEOs. Cash incentives for both 2024 and 2025 were approved by the Board on May 1, 2024 under the MIP and in connection with the Summit Merger with payouts based on fiscal year 2024 and fiscal year 2025 results for Merger Cost Savings and Earnings Per Share. See footnote 3 to the Summary Compensation Table on page 51 and Merger Incentive Compensation on page 37 of the Compensation Discussion and Analysis for more information on the fiscal year 2024 and 2025 results. The actual awards earned for fiscal year 2025 include cash incentives tied to both EPS and merger cost savings and are reported in the Summary Compensation Table under the column headed “Non-Equity Incentive Compensation” and the actual awards earned for fiscal year 2024 are reported in the Summary Compensation Table under the column headed “Non-Equity Incentive Compensation” filed with the SEC on March 31, 2025. (2)Represents 2025 PRSUs granted under the MIP and the 2023 Stock Incentive Plan. The amounts shown represent the number of 2025 EPS PRSUs granted to the NEOs. Once the 2025 EPS performance is determined in the first quarter of 2026 fiscal year, the “banked” units vest in three equal annual installments on the second, third, and fourth anniversaries of the Closing Date, May 3, 2024. Vesting of the PRSU awards is generally contingent on the individual’s continued employment, subject to acceleration upon certain qualifying events. A more detailed discussion of the terms of the 2025 PRSUs granted under the MIP is set forth in the Compensation Discussion and Analysis under the heading “Merger Incentive Compensation.” (3)The amounts represent the aggregate grant date fair value of PRSU awards granted in 2025 pursuant to the 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, 2025, filed with the SEC on February 27, 2026, for additional information about the Company’s share-based compensation plans, including the assumptions made in the valuation of awards.

  41. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table sets forth information concerning all outstanding SARs and RSU awards (both time-based and performance-based) held by the NEOs at December 31, 2025. 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 2019 SIP. The performance-based RSUs granted on May 6, 2024 and January 23, 2025 were granted under the MIP.

  42. Outstanding Equity Awards at Fiscal Year-End 2025

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Secur-ities Under-lying Unexer-cised Options (#) Exercis-able | Number of Secur-ities Under-lying Unexer-cised Options (#) Unexer-cisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exer-cise Price ($) | Option Expir-ation Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (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) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | David P. Boyle | 1/23/2025(4) | — | — | — | $— | — | 13,067 | $842,952 | — | $— | | | 5/6/2024(4) | — | — | — | — | — | 13,068 | 864,056 | — | — | | | 1/19/2023(3) | — | — | — | — | — | — | — | 2,250 | 140,198 | | | 1/19/2023(2) | — | — | — | — | — | 3,361 | 231,136 | — | — | | Roy E. Halyama | 1/23/2025(4) | — | — | — | — | — | 5,984 | 386,028 | — | — | | | 5/6/2024(4) | — | — | — | — | — | 5,984 | 395,662 | — | — | | | 1/19/2023(3) | — | — | — | — | — | — | — | 1,250 | 77,888 | | | 1/19/2023(2) | — | — | — | — | — | 829 | 57,010 | — | — | | H. Charles Maddy, III | 1/23/2025(4) | — | — | — | — | — | 5,720 | 378,206 | — | — | | | 5/6/2024(4) | — | — | — | — | — | 5,720 | 368,997 | — | — | | | 2/9/2023(5) | 14,823 | — | — | 52.29 | 2/9/2033 | — | — | — | — | | | 7/15/2021(5) | 15,616 | — | — | 43.33 | 7/15/2031 | — | — | — | — | | | 2/7/2019(5) | 15,934 | — | — | 47.47 | 2/7/2029 | — | — | — | — | | | 2/9/2017(5) | 7,901 | — | — | 51.58 | 2/9/2027 | — | — | — | — | | Bradford E. Ritchie | 1/23/2025(4) | — | — | — | — | — | 2,706 | 178,921 | — | — | | | 5/6/2024(4) | — | — | — | — | — | 2,706 | 174,564 | — | — | | | 2/9/2023(5) | 9,336 | — | — | 52.29 | 2/9/2033 | — | — | — | — | | | 7/15/2021(5) | 9,598 | — | — | 43.33 | 7/15/2031 | — | — | — | — | | | 2/7/2019(5) | 5,689 | — | — | 47.47 | 2/7/2029 | — | — | — | — | | | 2/9/2017(5) | 2,749 | — | — | 51.58 | 2/9/2027 | — | — | — | — | | Robert S. Tissue | 1/23/2025(4) | — | — | — | — | — | 3,080 | 198,691 | — | — | | | 5/6/2024(4) | — | — | — | — | — | 3,080 | 203,650 | — | — | | | 2/9/2023(5) | 8,436 | — | — | 52.29 | 2/9/2033 | — | — | — | — | | | 7/15/2021(5) | 8,684 | — | — | 43.33 | 7/15/2031 | — | — | — | — | | | 2/7/2019(5) | 8,599 | — | — | 47.47 | 2/7/2029 | — | — | — | — | | | 2/9/2017(5) | 4,110 | — | — | 51.58 | 2/9/2027 | — | — | — | — |

  43. Outstanding Equity Awards at Fiscal Year-End 2025

    (1)Amount is based on the closing market price of the Company’s common stock on December 31, 2025 of $62.31 as quoted on the NASDAQ Stock Market LLC. Includes the value of outstanding dividend equivalents for time-based RSU awards, if any were earned on the award. (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 2024 EPS PRSUs vest in three equal annual installments on the first, second and third anniversaries of the closing date of the Summit Merger and the 2025 EPS PRSUs vest in three equal annual installments on the second, third, and fourth anniversaries of the closing date of the Summit Merger. Vesting of the PRSU awards is generally contingent on the individual’s continued employment, subject to acceleration upon certain qualifying events. (5)Represents grants of stock-settled stock appreciation rights (SARs) made by Summit on February 9, 2017, February 7, 2019 and July 15, 2021, and converted into replacement SARs of the Company. The SARS issued to Messrs. Maddy, Ritchie and Tissue became fully vested upon the Summit Merger.

  44. Option Exercises and Stock Vested During 2025

    Option Exercises and Stock Vested During 2025 The following table sets forth the SARs that were exercised and the stock awards that vested during 2025 by each of the NEOs.

  45. Option Exercises and Stock Vested During 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) (2) | Value Realized on Vesting ($) (3) | | David P. Boyle | — | $— | 11,534 | $734,600 | | Roy E. Halyama | — | — | 3,952 | 244,510 | | H. Charles Maddy, III | 5,544 | 151,323 | 2,860 | 170,313 | | Bradford E. Ritchie | 8,629 | 234,062 | 1,353 | 80,571 | | Robert S. Tissue | — | — | 1,540 | 91,707 |

  46. Option Exercises and Stock Vested During 2025

    (1)The value realized on exercise of Stock Appreciation Rights (SARs) equals the difference between (i) the market price of the Company's common stock on the exercise date and (ii) the exercise price of those SARs, multiplied by the number of shares as to which the SARs were exercised. (2)Includes shares of the Company's common stock issuable to the NEOs upon the vesting of stock awards in fiscal year 2025. (3)Value realized was calculated based on the number of shares acquired on vesting multiplied by the per-share closing price of the Company's common stock on the vesting date, plus any cash dividend equivalents received upon vesting.

  47. 2025 Pension Benefits

    2025 Pension Benefits The following table shows the present value of the accumulated benefit under the Supplemental SERP and the Executive Salary Continuation Agreements as well as the dollar amount of any payments and benefits paid to each NEO during the last completed fiscal year and the years of credited service for each of the NEOs. The values in the table reflect the actuarial present value of the NEO’s accumulated benefit under each plan, computed as of December 31, 2025. Messrs. Boyle and Halyama participate in the SERP which is a non-qualified defined contribution plan.

  48. 2025 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) (1) | Present Value of Accumulated Benefit ($) (2) | Payments Made During Last Fiscal Year ($) | Annual Benefits upon Retirement ($) (3) | | H. Charles Maddy, III | Supplemental SERP | — | $583,462 | $— | $73,000 | | | Executive Salary Continuation Agreement | 26 | 1,900,489 | — | 175,000 | | Bradford E. Ritchie | Supplemental SERP | — | 192,550 | — | 50,000 | | | Executive Salary Continuation Agreement | 17 | 1,088,856 | — | 125,000 | | Robert S. Tissue | Supplemental SERP | — | 160,969 | — | 25,000 | | | Executive Salary Continuation Agreement | 23 | 852,271 | — | 125,000 |

  49. 2025 Pension Benefits

    (1)The years of credited service under each plan began on the effective date of the individual agreement with the NEO. With respect to each NEO, each agreement was executed after the date of each NEOs initial employment with Summit. The benefits payable under each plan are triggered upon the NEO reaching a certain age as opposed to years of service as more fully described on page 47 under the headings of “Executive Salary Continuation Agreements” and “Summit Supplemental Retirement Plan.” Messrs. Maddy, Ritchie and Tissue are fully vested in their in their respective benefits under the Supplemental SERP and Messrs. Maddy and Tissue are fully vested in their respective benefits under the Executive Salary Continuation Agreements. (2)The material assumptions in quantifying the present value of the accrued benefits relative to the Supplemental SERP include the use of a 7% discount and the following ages at which purchased annuities are expected to offset the full benefits payable the following NEOs: Mr. Maddy (75); Mr. Ritchie (73) and Mr. Tissue (76). The material assumptions in quantifying the present value of the accrued benefits relative to the Executive Salary Continuation Agreement include the use of a 7% discount rate and an age of death of 84. (3)The Company has included an additional column in the above Pension Benefits table. The amounts listed in this column represent the annual amount payable to the NEO upon retirement at his normal retirement age under each plan.

  50. 2025 Non-Qualified Deferred Compensation

    2025 Non-Qualified Deferred Compensation The following table provides information regarding aggregate executive and Company contributions, aggregate earnings for 2025 and year-end account balances under the SERP for our NEOs. Messrs. Maddy, Ritchie and Tissue do not participate in the SERP.

  51. 2025 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last FYE ($) | | David P. Boyle | $— | $172,500 | $72,172 | $— | $1,493,332 | | Roy E. Halyama | — | 88,750 | 13,091 | — | 328,325 |

  52. Payments Upon Termination or Change in Control

    Payments Upon Termination or Change in Control

  53. Payments Upon Termination or Change in Control

    | Name | Benefit | Death ($) | Disability ($) | Change in Control ($) | Termination for Good Reason or Termination Without Just Cause ($) | Termination for Good Reason or Termination Without Just Cause within 2 years after a Change in Control ($) | | David P. Boyle | Cash severance (base & bonus) (1) | $1,575,000 | $1,575,000 | $— | $4,900,000 | $7,350,000 | | | Continuation of health benefits (2) | — | — | — | 33,001 | 33,001 | | | Acceleration of unvested SERP (3) | 651,599 | 651,599 | 651,599 | 651,599 | 651,599 | | | Split-dollar benefit (4) | 1,000,000 | — | — | — | — | | | Acceleration of unvested equity (5) | 671,487 | 671,487 | — | 671,487 | 671,487 | | | Total | $3,898,086 | $2,898,086 | $651,599 | $6,256,087 | $8,706,087 | | Roy E. Halyama | Cash severance (base & bonus) (1) | $720,000 | $720,000 | $— | $2,340,000 | $3,498,300 | | | Continuation of health benefits (2) | — | — | — | 30,137 | 45,205 | | | Acceleration of unvested SERP (3) | 249,684 | 249,684 | 249,684 | — | 249,684 | | | Split-dollar benefit (4) | — | — | — | — | — | | | Acceleration of unvested equity (5) | 273,761 | 273,761 | — | 273,761 | 273,761 | | | Total | $1,243,445 | $1,243,445 | $249,684 | $2,643,898 | $4,066,950 | | H. Charles Maddy, III | Cash severance (base & bonus) (1) | $368,500 | $368,500 | $— | $2,077,000 | $3,115,500 | | | Continuation of health benefits (2) | — | — | — | 55,352 | 55,352 | | | Acceleration of unvested SERP (3) | — | — | — | — | — | | | Split-dollar benefit (4) | 893,198 | — | — | — | — | | | Acceleration of unvested equity (5) | 125,018 | 125,018 | — | 125,018 | 125,018 | | | Total | $1,386,716 | $493,518 | $— | $2,257,370 | $3,295,870 | | Bradford E. Ritchie | Cash severance (base & bonus) (1) | $168,800 | $168,800 | $— | $1,181,600 | $1,766,492 | | | Continuation of health benefits (2) | — | — | — | 43,791 | 65,687 | | | Acceleration of unvested SERP (3) | 277,394 | 277,394 | — | — | 277,394 | | | Split-dollar benefit (4) | 987,394 | — | — | — | — | | | Acceleration of unvested equity (5) | 59,143 | 59,143 | — | 59,143 | 59,143 | | | Total | $1,492,731 | $505,337 | $— | $1,284,534 | $2,168,716 | | Robert S. Tissue | Cash severance (base & bonus) (1) | $144,400 | $144,400 | $— | $1,010,800 | $1,511,146 | | | Continuation of health benefits (2) | — | — | — | 36,794 | 55,191 | | | Acceleration of unvested SERP (3) | — | — | — | — | — | | | Split-dollar benefit (4) | 780,415 | — | — | — | — | | | Acceleration of unvested equity (5) | 67,318 | 67,318 | — | 67,318 | 67,318 | | | Total | $992,133 | $211,718 | $— | $1,114,912 | $1,633,655 |

  54. Payments Upon Termination or Change in Control

    (1)These amounts represent (a) the sum of (i) base salary and (ii) base salary multiplied by the target annual incentive percentage, multiplied by (b) 2.0 in the event of a termination without Just Cause or for Good Reason, or (c) 2.99 (or 3.0 for Mr. Boyle and Mr. Maddy) in the event of a qualifying termination within two years following a Change in Control. In the event of Death / Disability, this amount represents base salary multiplied by the target annual incentive percentage, prorated based on the termination date for the applicable calendar year. With respect to Mr. Maddy, the target is 55% of his base salary and with respect to Messrs. Ritchie and Tissue, the target is 40% of their base salary. (2)Represents (i) 12 months (or 18 months for Messrs. Boyle and Maddy) of continued health benefits in the event of a Termination for Good Reason or Termination Without Just Cause and (ii) 18 months of continued health benefits in the event of a qualifying termination within two years following a Change in Control. (3)Only Mr. Boyle, Mr. Halyama, and Mr. Ritchie have unvested SERP balances as of December 31, 2025. For Mr. Boyle, his unvested SERP balance accelerates upon a Termination for Good Reason or Termination Without Just Cause, Death / Disability, or a Change in Control. For Mr. Halyama, his unvested SERP balance accelerates upon a Change in Control or Death or Disability. For Mr. Ritchie, his unvested SERP balance accelerates upon Death / Disability or a qualifying termination in connection with a Change in Control. The disclosures in the table above reflect the present value of the unvested benefits held by Messrs. Boyle and Halyama under the SERP and by Mr. Ritchie under the Supplemental SERP and the Executive Salary Continuation Agreement by calculating the difference between the present value of the full benefits to which each NEO would be entitled and the present value of the vested portion of the benefits. (4)Represents the split dollar benefits payable to an individual's beneficiary (or beneficiaries) upon a termination due to Death. (5)For 2023 RSUs and PRSUs, awards are accelerated at target upon a Termination for Good Reason or Termination Without Just Cause, a qualifying termination in connection with a Change in Control, or Death / Disability. For 2024 and 2025 PRSUs granted as part of the MIP: for all qualifying terminations prior to a PRSU’s first vesting date, PRSUs are forfeited, and for terminations due to Death or Disability or for Good Reason or without Just Cause occurring between a PRSU’s first and third vesting dates, banked units scheduled to vest on the next vesting date vest on a prorated basis based on the termination date relative to the immediately preceding and next vesting dates. Accordingly, 2025 PRSUs are forfeited, and only the second installment of 2024 PRSUs vests on a prorated basis, assuming a termination date of December 31, 2025. No awards accelerate upon a Change in Control absent a qualifying termination. The intrinsic value of equity is calculated based on a share price of $62.31 as of December 31, 2025. No awards accelerate upon a Change of Control absent a qualifying termination. The intrinsic value of equity is calculated based on a share price of $62.31 as of December 31, 2025, plus dividend equivalents earned through this date. A more detailed discussion on the terms of the MIP is set forth in the Compensation Discussion and Analysis under the heading “Merger Incentive Compensation”. In addition, the MIP is filed as Exhibit 10.4 to the Form 8-K filed on May 3, 2024. The amounts shown above assume no reduction pursuant to Internal Revenue Code Section 280G. To the extent applicable, payments and benefits may be reduced to avoid excise tax under Section 4999.

  55. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Item 402(u) of Regulation S-K, and applicable SEC rules, the Company is providing the following information about the relationship of the annual total compensation of David P. Boyle, Chief Executive Officer (“CEO”) and the annual total compensation of our median employee. The ratio of CEO pay to the pay of the Company’s median employee for the fiscal year 2025 is 53 to one. The Company employs approximately 840 employees based in the United States that consist of full-time, part-time, and temporary employees employed with us as of the determination date, December 31, 2025. As required by SEC rules, we conducted an analysis to determine our median employee in 2025. The median employee was determined by pulling the base salary of all employees, excluding our CEO, as of December 31, 2025. For hourly employees, base salary was calculated by multiplying the hourly rate by 2,080 hours. We then sorted those employees from lowest to highest compensation and determined the median employee from the list. For 2025, the annual total compensation of our CEO, as reported in the Summary Compensation Table on page 51 of this proxy statement, was $3,014,541. The annual total compensation for 2025 of our median employee was $57,185, which includes base salary, overtime, non-equity incentive payments, the Company’s matching contribution under the Company’s 401(k) Defined Contribution Plan, and the dollar value of the life insurance premiums paid by the Company for the median employee. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. The pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  56. Pay Versus Performance Table

    Pay Versus Performance Table The information below is provided in accordance with the SEC pay versus performance disclosure requirements set forth in Item 402(v) of Regulation S-K under the Exchange Act (“Pay Versus Performance Rules”). These rules require companies to disclose certain information about the relationship between the compensation of our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) (as a group) and certain financial performance measures. For the Non-PEO NEOs, compensation is reported as an average. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  57. Pay Versus Performance Table

    | Fiscal Year | Summary Compensation Table Total for PEO David P. Boyle (1) | Compensation Actually Paid to PEO David P. Boyle (2) | Average Summary Compensation Table Total for non-PEO NEOs (3) | Average Compensation Actually Paid to non-PEO NEOs (2) | BHRB Total Shareholder Return (4) | Peer Group Total Shareholder Return | Net Income ($M) (5) | Earnings Per Share (6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $3,014,541 | $3,039,768 | $1,262,856 | $1,189,805 | $98.11 | $120.08 | $117.31 | $7.76 | | 2024 | 2,868,146 | 3,358,591 | 2,280,366 | 2,446,113 | 94.72 | 112.75 | 35.71 | 2.83 | | 2023 | 1,574,822 | 1,280,181 | 587,455 | 520,901 | 92.15 | 99.60 | 22.69 | 3.05 |

  58. Pay Versus Performance Table

    (1)The dollar amounts reported in column (b) are the amounts of total compensation reported for PEO (David P. Boyle) for each corresponding year in the “Total” column of the Summary Compensation Table. (2)The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid” (otherwise known as CAP), as computed in accordance with Pay Versus Performance Rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. Only Messrs. Maddy, Ritchie and Tissue are beneficiaries of a defined benefit plan so no adjustment for pension benefits is included for the CAP to Mr. Boyle below. Equity values are calculated in accordance with FASB ASC Topic 718. The following tables detail these adjustments:

  59. Pay Versus Performance Table

    | Compensation Actually Paid to PEO (David P. Boyle) | FY 2023 | FY 2024 | FY 2025 | | Summary Compensation Table Total | $1,574,822 | $2,868,146 | $3,014,541 | | - Change in Pension Value in SCT | (4,142) | (4,094) | (15,386) | | + Pension Service Cost | — | — | — | | + Above-Market Non-Qualified Deferred Compensation | 4,142 | 4,094 | 15,386 | | - Grant date fair value of option awards and stock awards granted in fiscal year | (388,296) | (671,695) | (806,887) | | + Year-end fair value of outstanding and unvested equity awards granted in the fiscal year | 332,067 | 1,253,940 | 842,952 | | + Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years | (252,330) | (1,787) | 16,242 | | + Fair value as of the vesting date of vested awards granted in current fiscal year | — | — | — | | + Year over year change in fair value of equity awards granted in prior fiscal years that vested in the fiscal year | 13,918 | (90,013) | (27,080) | | - Prior fiscal year end value of any equity awards granted in prior fiscal years that failed to meet vesting conditions during the covered fiscal year | — | — | — | | Compensation Actually Paid | $1,280,181 | $3,358,591 | $3,039,768 |

  60. Pay Versus Performance Table

    | Compensation Actually Paid to Non-PEO NEOs | FY 2023 | FY 2024 | FY 2025 | | Summary Compensation Table Total | $587,455 | $2,280,366 | $1,262,856 | | - Change in Pension Value in SCT | (1,257) | (215,934) | (106,253) | | + Pension Service Cost | — | 123,893 | 9,694 | | + Above-Market Non-Qualified Deferred Compensation | 1,257 | 17,655 | 13,821 | | - Grant date fair value of option awards and stock awards granted in fiscal year | (98,180) | (300,793) | (270,002) | | + Year-end fair value of outstanding and unvested equity awards granted in the fiscal year | 83,619 | 561,529 | 282,070 | | + Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years | (52,183) | (2,782) | 7,196 | | + Fair value as of the vesting date of vested awards granted in current fiscal year | — | — | — | | + Year over year change in fair value of equity awards granted in prior fiscal years that vested in the fiscal year | 190 | (17,821) | (9,577) | | - Prior fiscal year end value of any equity awards granted in prior fiscal years that failed to meet vesting conditions during the covered fiscal year | — | — | — | | Compensation Actually Paid | $520,901 | $2,446,113 | $1,189,805 |

  61. Pay Versus Performance Table

    (3)The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows:

  62. Pay Versus Performance Table

    | Fiscal Year | Non-PEO NEOs | | 2025 | Roy E. Halyama, H. Charles Maddy, III, Bradford E. Ritchie and Robert S. Tissue | | 2024 | Roy E. Halyama and H. Charles Maddy, III | | 2023 | Roy E. Halyama and Jeffrey A. Welch |

  63. Pay Versus Performance Table

    (4) TSR determined in Column (f) is based on the value of an initial fixed investment of $100 in the Company as of the last trading day preceding the first year in the table (December 31, 2022). TSR determined in Column (g) is based on the value of an initial fixed investment of $100 in the KBW Nasdaq Regional Banking Index as of December 31, 2022. (5) The dollar amounts in Column (h) are the Company’s GAAP Net Income for each fiscal year (in millions). (6) The Company selected Earnings Per Share as the Company Selected Measure, which is the most important financial measure that links Company performance with Compensation Actually Paid. Dollar amounts in Column (i) are the Company’s Earnings Per Share for each fiscal year.

  64. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Earnings Per Share

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Earnings Per Share The graph below sets forth the amount of Compensation Actually Paid to our PEO, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and our Earnings Per Share during the three most recently completed fiscal years.

  65. Performance Measures

    | Most Important Performance Measures Driving Compensation Actually Paid | | Earnings Per Share | | Asset Quality | | Return on Equity | | Return on Assets |

  66. 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 the year ended December 31, 2025, directors received a retainer for service on the Holding Company Board of $24,000 for 2025, $2,500 for each Holding Company Board meeting attended in 2025, $1,000 for each Holding Company Board Committee meeting attended in 2025, $3,000 for each Bank Board meeting attended in 2025, and $1,000 for each Bank Board Committee meeting attended in 2025. Directors may defer compensation into our Deferred Compensation Plan described above. On May 23, 2025, each director except Mr. Boyle, Mr. Maddy and Mr. Kitzmiller 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, 2025.

  67. Director Compensation

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | | Mark G. Anderson | $88,000 | $55,590 | $143,590 | | Julian F. Barnwell, Jr. | 97,000 | 55,590 | 152,590 | | Oscar M. Bean | 99,000 | 55,590 | 154,590 | | Katherine D. Bonnafé | 98,000 | 55,590 | 153,590 | | James M. Burke | 53,000 | 55,590 | 108,590 | | James P. Geary, II | 97,000 | 55,590 | 152,590 | | Georgette R. George | 96,000 | 55,590 | 151,590 | | S. Laing Hinson | 97,000 | 55,590 | 152,590 | | Gary L. Hinkle | 57,000 | 55,590 | 112,590 | | Jason A. Kitzmiller | 10,500 | — | 10,500 | | Shawn P. McLaughlin | 99,000 | 55,590 | 154,590 | | Charles S. Piccirillo | 57,000 | 55,590 | 112,590 | | Jose D. Riojas | 97,000 | 55,590 | 152,590 | | Jill S. Upson | 53,000 | 55,590 | 108,590 |

  68. 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. Kitzmiller, Mr. Piccirillo, and Mr. Riojas participate in the Deferred Compensation Plan and deferred a portion of their cash retainer and fees into the plan in 2025. (2)In 2025, the Company granted each director (except Mr. Boyle, Mr. Maddy, and Mr. Kitzmiller) 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 FASB ASC Topic 718. As of December 31, 2025, each director listed in the table, except Mr. Kitzmiller, had unvested stock awards with respect to 1,000 shares.