Burke & Herbert Financial Services (BHRB) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on May 22, 2025, to elect 15 directors and ratify Crowe LLP as the independent auditor for 2025.

• Shareholders of record as of March 14, 2025, are entitled to vote; voting can be done by proxy card, online, or in person.

• The Board unanimously recommends voting “FOR” all director nominees and the auditor ratification.

• Proxy materials, including the 2024 Annual Report and Form 10-K, are available online.

Voting matters and shareholder proposals

• Proposal 1: Election of 15 directors to serve until the 2026 Annual Meeting.

• Proposal 2: Ratification of Crowe LLP as independent registered public accounting firm for 2025.

• Shareholders may submit proposals for the 2026 meeting by December 1, 2025, and must follow bylaw procedures for nominations.

Board of directors and corporate governance

• The Board consists of 15 nominees, including a mix of continuing and new directors post-Summit Merger.

• Board leadership combines CEO and Chair roles, with two Vice Chairs providing independent oversight.

• 12 of 15 directors are independent under NASDAQ rules; board diversity includes three women and two military veterans.

• Committees include Audit, Compensation, Nominating & Governance, and Enterprise Risk Management.

• Share ownership guidelines require directors and executives to hold significant equity within three years of service.