Business Context and Reporting Period
Company: Burke & Herbert Financial Services Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: October 28, 2025
Reporting Period: Single event date (October 28, 2025)
Context: The filing discloses the execution of Second Amended and Restated Employment Agreements with the Chief Executive Officer (David P. Boyle) and Chief Financial Officer (Roy E. Halyama).
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation terms.
| Executive | Role | Annual Base Salary | Target Annual Incentive |
|---|---|---|---|
| David P. Boyle | CEO | $875,000 | Not less than 70% of base salary |
| Roy E. Halyama | CFO | $450,000 | Not less than 60% of base salary |
Material Changes
The filing details amendments to prior employment agreements for the CEO and CFO, effective October 28, 2025. Key changes include:
- Term Structure: Agreements are set for a three-year term with automatic renewal for additional three-year terms unless non-renewal notice is provided 90 days prior to expiration.
- Compensation Formalization: Current base salaries are memorialized, and target incentive percentages are explicitly defined.
- Severance Enhancements: Defined lump-sum payments for terminations without "Just Cause" or for "Good Reason," including multipliers on base salary and incentives in the event of a Change in Control.
- Restrictive Covenants: Executives are bound by new non-disclosure, non-disparagement, non-solicitation, and non-competition provisions effective for 12 months post-termination.
Guidance, Outlook, and Risks
Management Commentary: The filing states that the agreements memorialize current compensation and include standard provisions for executive retention and protection.
Risks and Contingencies:
- Severance Liability: Significant potential cash outflows exist if executives are terminated without Just Cause or for Good Reason.
- Standard Termination: 2x (Base + Target Incentive) plus COBRA coverage (18 months for CEO, 12 months for CFO).
- Change in Control Termination: 3x (Base + Target Incentive) for CEO and 2.99x for CFO, plus 18 months COBRA for both.
- Retirement Plan Obligation: The CEO participates in a Supplemental Executive Retirement Plan (SERP) with a minimum annual contribution of 20% of his annual compensation.
- Clawback Provisions: Executives are subject to the Bank Entities' clawback policies.
Unusual Items: The filing does not disclose unusual items outside of the standard executive compensation structure.
Investor Verification Checklist
- Verify the specific definitions of "Good Reason" and "Just Cause" in the attached Exhibits 10.1 and 10.2 to understand the triggers for severance.
- Review the full text of the restrictive covenants to assess the scope of the 12-month non-compete and non-solicitation periods.
- Confirm the current status of the Supplemental Executive Retirement Plan (SERP) and the total accrued liability for the CEO.
- Check for any pending Change in Control transactions that could immediately activate the enhanced severance multipliers.