Business Context and Reporting Period
This Form 8-K is a current report filed by Burke & Herbert Financial Services Corp. on January 22, 2026. The filing addresses significant corporate governance changes, specifically the announced retirement of the President and a director, and the approval of the 2026 executive incentive compensation plan. The company is currently in the process of integrating a previously announced merger with LINKBANCORP, Inc.
Key Financial Metrics
The filing does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on personnel changes and compensation plan structures.
Material Changes and Personnel Actions
- Executive Departure: H. Charles Maddy, III, President and Director, notified the Board of his retirement effective June 30, 2026. He will not stand for re-election as a director at the 2026 annual meeting.
- Succession Plan: Roy E. Halyama, currently Executive Vice President and CFO, is anticipated to be appointed as the successor President of the Company and President of the Bank following the 2026 annual meeting.
- Reason for Departure: The retirement is not due to any disagreement with the Company. Mr. Maddy will remain a director of the Bank subsidiary and Chair of the Bank Foundation to assist with the merger integration.
Guidance, Outlook, and Compensation Plans
2026 Incentive Plan Approval
The Compensation Committee approved a 2026 incentive plan for executive leadership, including David P. Boyle, Roy E. Halyama, and H. Charles Maddy, III. The plan consists of annual cash incentives and long-term equity incentives.
Annual Incentive Metrics
Short-term incentives are based on the following weighted metrics:
- Fully diluted earnings per share (EPS): 35%
- Return on equity (ROE) on a GAAP basis: 30%
- Non-performing assets (NPA): 15%
- Customer Service NPS Score/Strategic Goals: 20%
Long-Term Equity Incentives
The plan includes a mix of time-based Restricted Stock Units (RSUs) and performance-based Restricted Stock Units (PRSUs). PRSUs vest based on three-year averages of Return on Assets (ROA), Return on Average Tangible Common Equity (ROATCE), and relative Total Shareholder Return (TSR) against a peer group of Eastern U.S. bank holding companies ($5B-$20B assets).
Target Incentive Percentages of Base Salary:
| Named Executive Officer | Short-Term Target | Long-Term Target |
|---|---|---|
| David P. Boyle | 80% | 120% |
| Roy E. Halyama | 70% | 90% |
| H. Charles Maddy, III | 100% | 0% |
Note: Mr. Maddy is not eligible for long-term stock incentives.
Investor Verification Checklist
- Verify the official appointment of Roy E. Halyama as President at the upcoming organizational meeting of the Board.
- Monitor the progress of the merger integration with LINKBANCORP, Inc., which is cited as a key factor in the leadership transition.
- Review the final determination of severance arrangements for H. Charles Maddy, III, to be decided by the Compensation Committee.
- Check the 2026 proxy statement for the specific disclosure of the peer group used for Total Shareholder Return (TSR) calculations.