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Burke & Herbert (BHRB) outlines retirement terms for President H. Charles Maddy

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. detailed the retirement arrangements for H. Charles Maddy, III, who retired as President of the Company and Burke & Herbert Bank & Trust Company effective June 30, 2026. His existing employment and retirement agreements will continue to provide separation and defined annual benefits, along with continued life insurance arrangements.

In a new Separation and Release of Claims dated July 6, 2026, Mr. Maddy will receive a cash severance of $558,334.40, representing his remaining ten months of base salary, payable in a lump sum. He will also receive ownership of a Company vehicle valued at $58,400, up to ten months of Company-paid COBRA coverage for medical, dental and vision benefits, and accelerated vesting of 6,673.32 performance-based restricted stock units under the 2024-2025 Merger Incentive Plan, with one share of common stock to be delivered for each unit by March 15, 2027, subject to withholding. He also received a retirement gift valued at approximately $35,375. These benefits are conditioned on his release of claims and compliance with confidentiality, non-disparagement, non-competition and non-solicitation covenants.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Cash severance $558,334.40 Lump-sum payment equal to remaining 10 months base salary
Company vehicle value $58,400 Fair value of vehicle transferred to Mr. Maddy
Accelerated PRSUs 6,673.32 units Unvested performance-based RSUs under 2024-2025 Merger Incentive Plan
Retirement gift $35,375 Approximate value of retirement gift to Mr. Maddy
COBRA coverage period 10 months Company-paid COBRA for medical, dental and vision coverage
Share delivery deadline March 15, 2027 Latest date to deliver one share per PRSU, subject to withholding
Retirement effective date June 30, 2026 Effective retirement date as President of Company and Bank
Separation and Release of Claims financial
"entered into a Separation and Release of Claims (the “Separation Agreement”)"
COBRA continuation coverage financial
"subject to Mr. Maddy’s timely election of COBRA continuation coverage"
performance-based restricted stock units financial
"accelerated vesting of the 6,673.32 unvested performance-based restricted stock units"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
non-competition financial
"compliance with covenants relating to confidentiality, non-disparagement, non-competition and non-solicitation"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.
Supplemental Executive Retirement Plan financial
"the Supplemental Executive Retirement Plan with Summit, both of which were assumed"
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FAQ

What executive change did Burke & Herbert (BHRB) disclose in this 8-K?
Burke & Herbert disclosed the previously announced retirement of H. Charles Maddy, III as President of the Company and Burke & Herbert Bank & Trust Company effective June 30, 2026, and outlined the detailed financial and equity arrangements tied to his separation.

What cash severance will H. Charles Maddy receive from Burke & Herbert (BHRB)?
H. Charles Maddy will receive a lump-sum cash severance of $558,334.40, equal to his remaining ten months of base salary under his employment agreement, as part of the Separation and Release of Claims executed on July 6, 2026 with the Company and the Bank.

How many Burke & Herbert (BHRB) PRSUs will vest for H. Charles Maddy?
Mr. Maddy will receive accelerated vesting of 6,673.32 performance-based restricted stock units granted under the 2024-2025 Merger Incentive Plan, with one share of Burke & Herbert common stock delivered for each unit by March 15, 2027, subject to applicable tax withholding requirements.

What healthcare benefits are included in H. Charles Maddy’s Burke & Herbert (BHRB) separation terms?
Subject to his timely COBRA election, Burke & Herbert will pay COBRA premiums needed to continue Mr. Maddy’s medical, dental and vision coverage, and that of his eligible dependent, for ten months following retirement, supplementing his other contractual retirement and separation benefits.

What non-financial obligations are required of H. Charles Maddy under the Burke & Herbert (BHRB) Separation Agreement?
To receive the separation benefits, Mr. Maddy must execute and not revoke the Separation and Release of Claims, provide a general waiver and release of claims, and comply with ongoing confidentiality, non-disparagement, non-competition and non-solicitation covenants in favor of Burke & Herbert and its affiliates.

Did Burke & Herbert (BHRB) provide any additional perks to H. Charles Maddy at retirement?
Beyond severance, equity, and benefits, Mr. Maddy will receive ownership of a Company vehicle with a fair value of $58,400 and a separate retirement gift valued at approximately $35,375, as part of his overall retirement and separation arrangements with Burke & Herbert.
false000196433300019643332026-07-062026-07-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

July 6, 2026
Date of Report (date of earliest event reported)
___________________________________
Burke & Herbert Financial Services Corp.
(Exact name of registrant as specified in its charter)
___________________________________

Virginia
(State or other jurisdiction of
incorporation or organization)
001-41633
(Commission File Number)
92-0289417
(I.R.S. Employer Identification Number)
100 S. Fairfax Street
Alexandria, VA 22314
(Address of principal executive offices and zip code)
(703) 666-3555
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, par value $0.50
BHRB
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously disclosed on its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 28, 2026, Burke & Herbert Financial Services Corp. (the “Company”) announced the retirement of H. Charles Maddy, III as the President of the Company and Burke & Herbert Bank & Trust Company (the “Bank”) effective June 30, 2026.
Existing Retirement Benefits
Upon retirement, Mr. Maddy will receive such separation benefits in accordance with the existing terms of his employment agreement with the Bank dated August 24, 2023 (the “Employment Agreement”) and will be eligible for a cash incentive under the 2026 Incentive Plan with the payout determined on actual achievement of the underlying financial metrics, Bank-wide strategic initiatives and individual goals and reduced pro-rata based on the retirement date of June 30, 2026. In addition, Mr. Maddy will receive defined annual benefits under the terms of his existing Executive Salary Continuation Agreement with Summit Community Bank, Inc. (“Summit”) and the Supplemental Executive Retirement Plan with Summit, both of which were assumed by the Company. The Bank will also continue to maintain the Life Insurance Endorsement Method Split Dollar Plan Agreement with Mr. Maddy in accordance with its terms.
Separation Agreement
In connection with Mr. Maddy’s retirement, on July 6, 2026, the Company, the Bank and Mr. Maddy entered into a Separation and Release of Claims (the “Separation Agreement”), pursuant to which, in exchange for Mr. Maddy’s execution and non-revocation of the Separation Agreement, and his compliance with the obligations set forth in the Separation Agreement, including a general waiver and release of any claims against the Company and its affiliates and compliance with covenants relating to confidentiality, non-disparagement, non-competition and non-solicitation, Mr. Maddy is entitled to: (i) a cash severance benefit equal to $558,334.40, which is the value of Mr. Maddy’s base salary for the remaining ten (10) month term of his Employment Agreement, payable in a lump sum payment; (ii) the transfer of ownership of a Company vehicle with a fair value of $58,400; (iii) subject to Mr. Maddy’s timely election of COBRA continuation coverage, the Company’s payment of the COBRA coverage necessary to continue medical, dental and vision coverage for Mr. Maddy and his eligible dependent for ten (10) months; and (iv) accelerated vesting of the 6,673.32 unvested performance-based restricted stock units (“PRSUs”) awarded to Mr. Maddy on May 6, 2024, and January 23, 2025, under the Burke & Herbert Bank 2024-2025 Merger Incentive Plan that would have otherwise vested had Mr. Maddy remained employed with the Company through the applicable vesting dates. One (1) share of the Company’s common stock will be delivered to Mr. Maddy with respect to each such PRSU, subject to applicable withholding, by no later than March 15, 2027.
In connection with his retirement, Mr. Maddy received a retirement gift equal in value to approximately $35,375.
The foregoing is only a summary of the material terms of the Separation Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Separation Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 7th day of July, 2026.



Burke & Herbert Financial Services Corp.
By:
/s/ Kirtan Parikh
Name:
Kirtan Parikh
Title:
Executive Vice President, CFO

Source: View Original Filing on SEC EDGAR

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