DEF 14A of Chain Bridge Bancorp Inc, Apr 29, 2025

DEF 14A of Chain Bridge Bancorp Inc

Filed Apr 29, 2025 · FY20240001193125-25-101052

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS The following individuals have been nominated for election at the Annual Meeting to serve as directors of the Company for a one-year term expiring at the 2026 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation or removal. Each nominee has consented to being named in this proxy statement and to serving as a director if elected. If any nominee becomes unable or unwilling to serve for any reason prior to the election, the proxy holders may vote in their discretion for a substitute nominee designated by the Board. All nominees are incumbent directors of the Company. There are no arrangements or understandings between any nominee and any other person pursuant to which such individual is nominated to serve as a director. Each nominee also currently serves as a director of the Bank, the Company’s wholly-owned subsidiary, and is nominated and elected annually by the Board to the Bank’s Board of Directors.

  2. Directors Nominated for Election

    Directors Nominated for Election

  3. Directors Nominated for Election

    | Nominees for Election | | | | | | | | Name | Age | Independent | Board Committees & Assignments | | | | | | | | Audit | Compensation | Risk | Governance and Nominating | | Peter G. Fitzgerald, Chairman | 64 | No | | | | | | Mark Martinelli | 65 | Yes | C | | M | | | Yonesy F. Núñez | 46 | Yes | | | M | | | Michael J. Conover | 66 | Yes | M | | C | | | Leigh-Alexandra Basha | 65 | Yes | | M | | | | John J. Brough II, CEO | 60 | No | | | | | | David M. Evinger, President | 52 | No | | | | | | Thomas G. Fitzgerald, Jr. | 40 | Yes | | | M | M | | Andrew J. Fitzgerald | 44 | Yes | | | | M | | Joseph M. Fitzgerald | 72 | Yes | M | | M | | | Michelle L. Korsmo | 53 | Yes | | M | | C | | Benita Thompson-Byas | 57 | Yes | | C | | | | Paul W. Leavitt | 75 | Yes | M | M | | | | C = Chair | | | | | | | | M = Member | | | | | | |

  4. Directors Nominated for Election

    We believe that the director nominees collectively possess the appropriate qualifications, experience, and range of perspectives necessary to effectively oversee the Company’s business, strategy, and operations. The table below indicates certain specific skills and experience for each nominee that the Governance and Nominating Committee considers when evaluating director nominees. The table does not include all of the skills, experiences, and qualifications that each nominee offers, and not having a designation does not mean the nominee does not possess that skill or experience.

  5. Directors Nominated for Election

    | Director Skills Matrix | | | | | | | | | | | | | | | | Peter G. Fitzgerald | Mark Martinelli | Yonesy F. Núñez | Michael J. Conover | Leigh- Alexandra Basha | John J. Brough, II | David M. Evinger | Thomas G. Fitzgerald, Jr. | Andrew J. Fitzgerald | Joseph M. Fitzgerald | Michelle L. Korsmo | Benita Thompson- Byas | Paul W. Leavitt | | Comprehensive Banking Experience | ● | ● | | ● | | ● | ● | ● | ● | ● | | | | | Executive Leadership Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Business Development | ● | ● | ● | ● | ● | ● | ● | | ● | ● | ● | ● | | | Audit & Accounting Expertise | | ● | ● | ● | | ● | | | | ● | | | | | Wealth Management & Trust Services | ● | | | | ● | ● | ● | ● | ● | | | | ● | | Legal Expertise | ● | | | | ● | | | | ● | | | | | | Technology & Cybersecurity Expertise | | ● | ● | ● | | | | | | | | | | | Public Company Governance & Reporting | ● | ● | | ● | | ● | ● | | | | ● | | | | Investor Relations & Equity Markets | ● | ● | | ● | | ● | ● | ● | ● | | ● | | | | Regulatory & Government Affairs | ● | ● | ● | ● | ● | | | ● | | ● | ● | | | | Bank Risk Management | ● | ● | ● | ● | | ● | ● | ● | ● | ● | | | | | Public Relations and Crisis Management | ● | | ● | | ● | | | | | | ● | ● | ● |

  6. Directors Nominated for Election

    Peter G. Fitzgerald, J.D. Chairman of the Board, Chain Bridge Bancorp, Inc. Chairman of the Board, Chain Bridge Bank, N.A. Mr. Peter G. Fitzgerald has served as the Chairman of the Company’s Board since incorporating the Company in May 2006. He has also served as the Chairman of the Bank’s board of directors since the Bank commenced operations in August 2007. Mr. Fitzgerald has been continuously active in his roles as Chairman since assuming these positions, and his service constitutes his principal occupation. Mr. Fitzgerald’s professional background is in banking, law, and public service. He began his legal career as an associate at Isham, Lincoln & Beale in Chicago and later practiced banking law at Riordan, Larson, Bruckert & Moore. From January 1993 to October 1, 1994, he served as General Counsel for Suburban Bancorp, Inc., overseeing legal affairs for 13 banks and various nonbank subsidiaries. On October 1, 1994, Suburban Bancorp, Inc. merged into Bank of Montreal (BMO) and became Harris Bankmont, Inc. Following the merger, Mr. Fitzgerald continued to serve in a legal capacity at Harris Bankmont, Inc. until the end of 1996, when he resigned to run for the U.S. Senate. Between 1988 and 1998, he held board positions at three nationally chartered commercial banks and one state-chartered commercial bank. In 1998, Mr. Fitzgerald was elected to the U.S. Senate, where he served as a Senator representing Illinois from 1999 to 2005. Prior to his tenure in the U.S. Senate, he was elected to the Illinois State Senate, serving from 1993 to 1998. Mr. Fitzgerald completed his secondary education at Portsmouth Abbey School. He earned his A.B. degree, cum laude, with highest distinction in Latin and Greek, from Dartmouth College, and was a co-recipient of the Perkins Literature Prize. As a Rotary scholar, he spent one year studying Modern Greek at the Aristotelian University of Thessaloniki in Greece. Mr. Fitzgerald earned his J.D. degree from the University of Michigan School of Law. Mr. Fitzgerald’s experience in banking, law, and public service, as well as his commitment to the Company and the Bank since their establishment, provide him with the qualifications, attributes, and skills necessary to serve as Chairman of the Board.

  7. Mark Martinelli, CPA, CGMA, CAMS

    Mark Martinelli, CPA, CGMA, CAMS Chair of the Audit Committee Director, Chain Bridge Bancorp, Inc. Mr. Mark Martinelli has served as a director of both the Company and the Bank since January 2024. His professional background is in bank auditing and accounting. Throughout his career, Mr. Martinelli has held numerous leadership positions, including chief executive officer, chief financial officer, and chief audit executive. From 2014, following its spinoff from General Electric Company and initial public offering, until his retirement in 2022, Mr. Martinelli served as the Executive Vice President and Chief Audit Executive at Synchrony Financial, the largest issuer of private label credit cards in the United States. Prior to that, he was a senior audit executive at HSBC North America Holdings and its predecessor, Republic New York Corporation, where he was Senior Executive Vice President and Chief Auditor from 2010 to 2014. Mr. Martinelli began his career at KPMG, LLP, where he was a member of their financial services practice for nine years. In addition to his professional achievements, Mr. Martinelli actively participates in academia and industry discussions. He is a member of the Stan Ross Accountancy Board at Zicklin School of Business, Baruch College, and serves on the Department of Accounting & Taxation Executive Advisory Board at St. John’s University. Mr. Martinelli serves as the Vice Chair of the Baruch College Fund Audit Committee. He holds a Bachelor of Science in Accounting from St. John’s University and contributes to The CPA Journal as a member of the Editorial Review Board. Mr. Martinelli is a CPA, Chartered Global Management Accountant (CGMA), and Certified Anti-Money Laundering Specialist (CAMS). He chairs the Audit Committee of the Company’s Board of Directors. Mr. Martinelli’s expertise in financial services, auditing and accounting qualify him to serve on our Board of Directors. He also serves as a member of the Risk Committee of the Company’s Board, as well as a member of the Information Technology Committee of the Bank’s Board of Directors.

  8. Dr. Yonesy F. Núñez, CISSP, CISM, CISA, CGEIT

    Dr. Yonesy F. Núñez, CISSP, CISM, CISA, CGEIT Chair of the Information Technology Committee of the Bank Director, Chain Bridge Bancorp, Inc. Dr. Yonesy F. Núñez has served as a director of both the Company and the Bank since January 2024. He possesses an extensive background in information security and technology and has been serving as the Managing Director and Chief Information Security Officer at The Depository Trust & Clearing Corporation (“DTCC”), a Systematically Important Financial Market Utility, since July 2023. Prior to joining DTCC, Dr. Núñez served as Chief Information Security Officer at Jack Henry & Associates, a leading provider of core processing software and services to U.S. banks, from November 2020 to July 2023. Between 2012 and 2020, Dr. Núñez held various senior information security positions at Wells Fargo and Citi. He serves on the advisory boards of Forgepoint Capital and Glilot Capital Partners. His academic credentials include a Doctor of Professional Studies in Computing Information Assurance and Security from Pace University, a Master of Science in Information Systems Engineering from New York University Tandon School of Engineering, and a Bachelor of Science in Finance and Computer Information Systems, with a minor in Economics, from Manhattan College. He is bilingual in English and Spanish, and has limited working proficiency in Italian and Japanese. Dr. Núñez is a Certified Information Systems Security Professional (CISSP), Certified Information Security Manager (CISM), Certified Information Systems Auditor (CISA), and Certified in the Governance of Enterprise IT (CGEIT). Dr. Núñez chairs the Information Technology Committee of the Bank’s Board of Directors and serves as a member of the Risk Committee of the Company’s Board of Directors. Dr. Núñez’s background in information security and technology qualify him to serve on our Board of Directors.

  9. Michael J. Conover

    Michael J. Conover Chair of the Risk Committee Director, Chain Bridge Bancorp, Inc. Director, Chain Bridge Bank, N.A. Mr. Michael J. Conover has served as a director of both the Company and the Bank since January 2024. Mr. Conover has been a Managing Director at Soundview Partners Limited Liability Company (“Soundview Partners”), a management consulting firm, since June 2021. Prior to joining Soundview Partners, he served as a financial services industry Partner at accounting firm KPMG LLP (U.S.) for over 20 years until his retirement in 2020, and with KPMG LLP (Canada) as a Senior Advisor until September 30, 2024. During his tenure at KPMG, Mr. Conover established the Financial Risk Management practice in the United States, led the Global Capital Markets sector for Audit, Tax and Advisory, and engaged in numerous financial advisory and risk management assignments around the world. He served as KPMG’s Global Lead Partner for several of the world’s largest banks and financial services companies. Before joining KPMG, Mr. Conover was a Managing Director at The Secura Group, focusing on financial consulting and risk management. He also held positions at Ryan, Beck & Co., and Drexel Burnham Lambert, where he was involved in bank mergers, acquisitions, and capital-raising assignments. Mr. Conover is a member of the Ithaca College Board of Trustees. Mr. Conover holds a Bachelor of Science in Finance from Ithaca College and participated in the IMD Global Lead Partner Leadership Program in Lausanne, Switzerland. He chairs the Risk Committee and is a member of the Audit Committee of the Company’s Board of Directors and is a member of the Asset-Liability Committee of the Bank’s Board of Directors. Mr. Conover’s experience in the financial services industry, and his expertise in bank risk management, qualify him to serve on our Board of Directors. Leigh-Alexandra Basha, J.D., L.L.M. Chair of the Trust Oversight Committee of the Bank Director, Chain Bridge Bancorp, Inc. Director, Chain Bridge Bank, N.A. Ms. Leigh-Alexandra Basha has served as a director of both the Company and the Bank since February 2024. Ms. Basha is a partner at the law firm McDermott Will & Emery LLP, where she leads the firm’s Private Client Practice Group in Washington, D.C. Her practice focuses on international estate and tax planning, including estate and trust administration, family wealth preservation, tax compliance, business succession planning, and pre-immigration planning. Prior to her current position at McDermott Will & Emery LLP, which she assumed in 2015, Ms. Basha was a partner at Holland & Knight, LLP for a decade, during which time she chaired its International Private Wealth Services practice. Ms. Basha has served as an adjunct professor at American University Washington College of Law, teaching wills, trusts, and estates. She has authored or edited various publications on international tax and estate planning, including “A Guide to International Estate Planning: Drafting, Compliance, and Administration Strategies,” Second Edition. Ms. Basha is a Director of Hopecam and Greendale Estates, Inc. She received her A.B. degree from Georgetown University, her J.D. from American University Washington College of Law and her Master of Laws from Georgetown University Law Center. In her capacity as a director of the Company and the Bank, Ms. Basha’s contributions are independent of her professional obligations at McDermott Will & Emery LLP. She chairs the Trust Oversight Committee of the Bank’s Board of Directors and is a member of the Compensation Committee of the Company’s Board. Ms. Basha’s experience in trusts and estate law qualifies her to serve on our Board of Directors. John J. Brough, II, M.B.A. Chief Executive Officer & Director, Chain Bridge Bancorp, Inc. Chief Executive Officer & Director, Chain Bridge Bank, N.A. Mr. John J. Brough, II joined the Company as an Organizer, Chief Executive Officer and director in July 2006. He became a director and the founding Chief Executive Officer of the Bank on August 6, 2007, the day the Bank commenced operations and received its charter from the OCC. Mr. Brough earned his B.S. degree and M.B.A. from Georgetown University. He also participated in the Georgetown International Management Graduate Business Program at Oxford University, England. He maintained his CPA license from 1999 to 2017. Mr. Brough is actively involved in the Virginia Bankers Association (“VBA”), where he serves on the Board of Directors and the Audit Committee. Additionally, he is a member of the board of VBA Management Services, Inc. and a Trustee of the Virginia Bankers School of Bank Management. From 2015 to 2018, he chaired the Board of Governors of Bishop Denis J. O’Connell High School, a Roman Catholic college preparatory school located in Arlington, Virginia. Mr. Brough’s institutional knowledge and banking and accounting experience, as well as his experience as a director of the Company and the Bank, qualify him to serve on our Board of Directors. David M. Evinger, M.B.A. President, Director & Corporate Secretary, Chain Bridge Bancorp, Inc. President, Director, Chief Credit Officer & Corporate Secretary, Chain Bridge Bank, N.A. Mr. David M. Evinger serves as director, President, Chief Credit Officer, Chief Risk Officer and Corporate Secretary of the Bank, as well as director, President, Chief Risk Officer and Corporate Secretary of the Company. Mr. Evinger joined the Company in July 2006 as an Organizer and became Executive Vice President and Chief Credit Officer of the Bank on August 6, 2007, the day the Bank commenced operations and received its charter from the OCC. In 2018, the Bank’s board of directors promoted him to President of Risk Management, and in 2020, to President of the Bank. The Company’s Board promoted him to President of the Company in 2013, and he was elected to the Company’s Board in 2016 and the Bank’s board of directors in 2018. Mr. Evinger holds a B.A. and an M.B.A. from Marymount University and is a graduate of the Virginia Bankers School of Bank Management. He serves as the Chairman of the VBA Lending Executives Committee and on the Advisory Board of the College of Business, Innovation, Leadership, and Technology and President’s Advisory Council at Marymount University. Since 2015, Mr. Evinger has been a faculty member at the Carolinas-Virginia Commercial Lending School of the Risk Management Association. Mr. Evinger’s banking and credit risk management experience, as well as his experience as a director of the Company and the Bank, qualify him to serve on our Board of Directors.

  10. Thomas G. Fitzgerald, Jr., CFA

    Thomas G. Fitzgerald, Jr., CFA Chair of the Asset-Liability Committee of the Bank Director, Chain Bridge Bancorp, Inc. Mr. Thomas G. Fitzgerald, Jr. serves as a director of both the Company and the Bank. He has been a member of the Company’s Board since April 2020 and joined the Bank’s board of directors in January 2024. His professional experience is in investment management and banking, with expertise in fixed-income analysis, financial statement analysis, and corporate finance. Since September 2018, Mr. Fitzgerald has served as the chief executive officer of Fitzgerald Investment Management Company LLC, where he oversees a single-family office that prioritizes asset allocation and cost-effective investment strategies for individuals and limited partnerships. In addition to his chief executive officer position, Mr. Fitzgerald has been a Manager of TF Management LLC, the General Partner of TGF Investments, L.P., since 2018. In this capacity, he manages private investments, including the partnership’s investments in the Company. Mr. Thomas G. Fitzgerald, Jr. also holds interests in TGF Jr Investments LLC, Fitzgerald Chronos Fund L.P., Thomas G. Fitzgerald Jr 2012 Trust and Thomas G Fitzgerald Jr 2020 Trust. Prior to his current roles, Mr. Fitzgerald held various leadership positions at First Bancorp of Durango, Inc. between 2012 and 2018. He served as a director and later as President from September 2017 to September 2018. During his tenure, he managed the company’s merger with Triumph Bancorp, Inc. and served as a director at the First National Bank of Durango and Bank of New Mexico. From 2008 to 2017, Mr. Fitzgerald worked as a Managing Director at Perry Capital, a New York City-based investment management firm specializing in cross-asset and event-driven strategies. He managed the firm’s largest investments in financial institutions in the United States and globally and focused on distressed debt across various industries. Mr. Fitzgerald began his professional career as an Analyst in the Financial Institutions Group at Lehman Brothers, where he served on teams advising regional banks during the Global Financial Crisis. Mr. Peter G. Fitzgerald, the Chairman of the Board of the Company, is the uncle of Mr. Thomas G. Fitzgerald, Jr., and Mr. Thomas G. Fitzgerald, Jr. and Mr. Andrew J. Fitzgerald are first cousins. He is a Chartered Financial Analyst (CFA) and holds a B.A. in Economics from Stanford University, with minors in Classics and Management Science & Engineering. He chairs the Asset-Liability Committee of the Bank’s Board of Directors and serves as a member of the Risk Committee and Governance and Nominating Committee of the Company’s Board of Directors. Mr. Fitzgerald’s expertise in investment management and banking qualifies him to serve on our Board of Directors. Andrew J. Fitzgerald, J.D., M.B.A. Director, Chain Bridge Bancorp, Inc. Mr. Andrew J. Fitzgerald serves as a director of both the Company and the Bank. He has been a member of the Company’s Board since April 2020 and joined the Bank’s board of directors in January 2024. Since January 2018, Mr. Fitzgerald has served as the Chief Investment Officer and, since January 2022, the Managing General Partner of Otis Road Investments, L.P. This single-family office focuses on family wealth preservation, capital appreciation, and diversification, actively investing in the banking and financial services sectors and a variety of other industries, including the partnership’s investments in the Company. From 2011 to 2017, Mr. Fitzgerald was a Managing Director at Hovde Group, an investment bank specializing in financial institutions. Throughout his career, Mr. Fitzgerald has served as a director of multiple bank holding companies and banks, including Southern Colorado Corporation from 2014 to 2018, Citizens Bank of Pagosa Springs from 2017 to 2018, and First Bancorp of Durango, Inc. from 2012 to 2014. He has been a director of Southern Wisconsin Bancshares Corporation and Farmers Savings Bank since 2013. In addition to his banking and investment management work, Mr. Fitzgerald is co-founder of Trippers & Askers, a winery based in Santa Barbara, California. He also serves as the Chair of the Board of Trustees of Calm, a not-for-profit specializing in the prevention and treatment of childhood trauma throughout Santa Barbara County. Mr. Peter G. Fitzgerald, the Chairman of the Board of the Company, is the uncle of Mr. Andrew J. Fitzgerald, and Mr. Andrew J. Fitzgerald and Mr. Thomas G. Fitzgerald, Jr. are first cousins. Mr. Fitzgerald earned his B.A., M.B.A., and J.D. degrees from Northwestern University. He serves as a member of the Governance and Nominating Committee of Company’s Board of Directors and as a member of the Trust Oversight Committee of the Bank’s Board of Directors. Mr. Fitzgerald’s legal and financial services industry expertise qualify him to serve on our Board of Directors. Joseph M. Fitzgerald (no relationship to the family of Peter G. Fitzgerald) Chair of the Loan Committee of the Bank Director, Chain Bridge Bancorp, Inc. Director, Chain Bridge Bank, N.A. Mr. Joseph M. Fitzgerald (no relation to the Fitzgerald Family) serves as a director of both the Company and the Bank. He has been a member of the Bank’s board of directors since its founding in 2007 and joined the Company’s Board in October 2022. His professional expertise is in risk management for financial institutions. Since January 2005, Mr. Fitzgerald has been the president of Fitzgerald Financial LLC, providing risk management and regulatory consulting services to financial institutions worldwide. He previously spent over 18 years at the Secura Group, where he was the Managing Director of its global credit services practice. His career commenced as a National Bank Examiner at the OCC, the regulator of nationally chartered banks, where he represented the OCC on the Basel International Supervisors Committee Subgroups for off-balance-sheet risk and interest rate risk. Mr. Fitzgerald also served as a regular instructor to both OCC and FFIEC schools for credit, foreign exchange, and nontraditional banking activities. Mr. Fitzgerald graduated from the University of Notre Dame and completed further studies at the Darden School of International Banking at the University of Virginia and obtained a Certificate of Accountancy from the University of Pittsburgh. Mr. Fitzgerald chairs the Loan Committee of the Bank’s Board of Directors, as well as serving as a member of the Asset-Liability Committee of the Bank’s Board of Directors and the Audit Committee and Risk Committee of the Board of Directors. Mr. Fitzgerald’s expertise in financial risk management and bank supervision and regulation, coupled with his experience as a director of the Bank, qualify him to serve on our Board of Directors.

  11. Director Compensation

    Director Compensation Non-employee directors of both the Company and the Bank are compensated through a combination of annual stipends and per-meeting fees. No equity-based compensation is provided to any of the directors. Directors who are also employees of the Company or the Bank do not receive compensation for their Board service. In 2024, the annual retainer for serving as a director of the Bank was set at $10,000. There is no separate annual retainer for serving as a director of the Company. For each Board meeting of the Company attended in 2024 (whether in person or virtually), directors received a fee of $2,500. For each Board meeting of the Bank attended in 2024 (whether in person or virtually), directors received a fee of $1,500. Additionally, for Company and Bank committee meetings, directors received a fee of $750 per meeting. To recognize their additional responsibilities, chairs of any Board committee received an additional annual stipend of $2,500. Additionally, as described above in the subsection titled “Special Committee of the Board”, our directors who served on the Special Committee were paid a fee of $750 per meeting. The chair of the Special Committee received an additional one-time cash retainer payment of $2,500. The Special Committee met twelve times in fiscal year 2024 and ended its term on July 25, 2024. In January 2025, the Governance and Nominating Committee recommended the following 2025 director fee schedules for the Company and the Bank (“Director Fee Schedule”), which the Boards of both the Company and the Bank adopted:

  12. Director Compensation

    | Company Board & Committee Fees | 2025 | Change from 2024 Rate | | Chairman of the Board Retainer (annual) | $0 | – | | Board of Directors Meeting Fee (per meeting) | $2,500 | – | | Committee Meeting Fee (per meeting) | $1,000 | + $250 | | Audit Committee Chairperson Retainer (annual) | $5,000 | + $2,500 | | Compensation Committee Chairperson Retainer (annual) | $2,500 | – | | Risk Committee Chairperson Retainer (annual) | $2,500 | – | | Governance & Nominating Committee Chairperson Retainer (annual) | $2,500 | – | | Bank Board & Committee Fees | 2025 | Change from 2024 Rate | | Chairman of the Board Retainer (annual) | $0 | – | | Non-Employee Director Retainer ($2,500 paid quarterly) | $10,000 | – | | Board of Directors Meeting Fee (per meeting) | $1,500 | – | | Committee Meeting Fee (per meeting) | $750 | – | | Committee Chairperson Retainer (annual) | $2,500 | – |

  13. Director Compensation

    In addition, as part of the Director Fee Schedule, the Boards of both the Company and the Bank adopted a policy to reimburse directors for reasonable expenses incurred in connection with Board service up to $5,000 per year. The Governance and Nominating Committee recommends the compensation structure for non-employee directors, which is then subject to approval by the full Board. This approach is designed to ensure fair compensation for directors’ commitment and contributions to the governance of the Company and the Bank, aligning their interests with the long-term success of both entities. Directors must be present either in person or remotely at meetings to qualify for these fees, emphasizing the importance of regular active participation on the Board.

  14. Director Compensation Table

    Director Compensation Table The following chart provides the compensation paid to our non-employee directors for the year ended December 31, 2024:

  15. Director Compensation Table

    | Name | Company Fees Earned or Paid in Cash (1) ($) | Bank Fees Earned or Paid in Cash (1) ($) | Total ($) | | Leigh-Alexandra Basha (2) | $19,750 | $32,000 | $51,750 | | Michael J. Conover (3) | $43,500 | $30,250 | $73,750 | | Andrew J. Fitzgerald | $22,250 | $31,750 | $54,000 | | Joseph M. Fitzgerald (3) | $41,000 | $39,300 | $80,300 | | Thomas G. Fitzgerald, Jr. | $23,000 | $37,250 | $60,250 | | Michelle L. Korsmo | $28,500 | $25,000 | $53,500 | | Paul W. Leavitt (3) | $41,250 | $36,800 | $78,050 | | Mark Martinelli (3) | $43,500 | $31,000 | $74,500 | | Yonesy F. Núñez (3) | $32,000 | $33,500 | $65,500 | | Benita Thompson Byas | $25,500 | $32,850 | $58,350 | | Totals | $320,250 | $329,700 | $649,950 |

  16. Director Compensation Table

    | (1) Amounts reflect a per-meeting fee of $2,500 for Company and $1,500 for Bank for all directors and additional retainers and fees for service as a committee member and committee chair. |

  17. Director Compensation Table

    | (2) Pursuant to an agreement between Ms. Basha and the law firm of McDermott Will & Emery LLP, Ms. Basha’s cash compensation was paid directly to the firm. |

  18. Director Compensation Table

    | (3) Amounts reflect fees of $750 per meeting of the Special Committee, as discussed above. Chair of Special Committee received an additional $2,500 for his services as chair of the Special Committee. |

  19. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  20. 2024 Summary Compensation Table

    | Compensation for Named Executive Officers | | | | | | | Name | Year | Salary ($) | Non-Equity Incentive Plan Compensation (1) ($) | All Other Compensation (2) ($) | Total ($) | | Peter G. Fitzgerald | 2024 | $310,290 | $60,631 | $17,250 | $388,171 | | Chairman of the Board | 2023 | $294,008 | $44,579 | $15,040 | $353,627 | | John J. Brough, II | 2024 | $376,046 | $154,126 | $17,250 | $547,422 | | Chief Executive Officer | 2023 | $355,876 | $105,134 | $19,010 | $480,020 | | David M. Evinger | 2024 | $361,036 | $151,193 | $17,250 | $529,479 | | President | 2023 | $341,663 | $93,841 | $16,500 | $452,004 |

  21. 2024 Summary Compensation Table

    | (1) For 2024, the amounts reported reflect (1) actual bonuses earned for fiscal year 2024 under the Incentive Compensation Plan, as discussed further below in “— Narrative Disclosure to Summary Compensation Table,” that were paid in February 2025, reflecting the Company’s performance throughout the calendar year of 2024 ($60,631 for Mr. Fitzgerald, $73,479 for Mr. Brough and $70,546 for Mr. Evinger) and (2) amounts that vested and were earned in 2024 under the Cash LTIP, as discussed further below ($80,647 for Mr. Brough and $80,647 for Mr. Evinger). For 2023, the amounts reported reflect (1) actual bonuses earned for fiscal year 2023 under the Incentive Compensation Plan, as discussed further below in “— Narrative Disclosure to Summary Compensation Table,” that were paid in February 2024, reflecting the Company’s performance throughout the calendar year of 2023 ($44,579 for Mr. Fitzgerald, $53,960 for Mr. Brough and $51,805 for Mr. Evinger) and (2) amounts that vested and were earned in 2023 under the Cash LTIP, as discussed further below ($51,174 for Mr. Brough and $42,036 for Mr. Evinger, which have been updated from the amounts previously reported for 2023 in the Summary Compensation Table in the Company’s Registration Statement on Form S-1 ($42,904 for Mr. Brough and $36,547 for Mr. Evinger) in order to correct the underreporting (by $8,270 for Mr. Brough and $5,489 for Mr. Evinger) of the amounts under the Cash LTIP for which the applicable performance requirement was satisfied in 2023). |

  22. 2024 Summary Compensation Table

    | (2) The amounts reported reflect, for each Named Executive Officer, $17,250 paid by the Bank in the form of matching contributions under its 401(k) plan in 2024, as discussed further below in “— Narrative Disclosure to Summary Compensation Table”. |

  23. Outstanding Equity Awards at Fiscal Year Ended December 31, 2024

    Outstanding Equity Awards at Fiscal Year Ended December 31, 2024 None of our Named Executive Officers held any equity awards as of December 31, 2024.

  24. Potential Payments upon Termination or a Change of Control

    Potential Payments upon Termination or a Change of Control Cash Severance. As stated above, the Company is not party to any employment agreements with the Named Executive Officers, nor are there any severance plans, programs or policies in place. Annual Bonuses under the Incentive Compensation Plan. Under the Incentive Compensation Plan, upon a termination of employment due to retirement after attainment of age 65, death, or total disability, a Named Executive Officer will earn a pro rata annual bonus for the year of termination, based on their actual level of performance. On any other termination of employment, no bonus will be earned. If the Company or the Bank is party to a merger or consolidation in which it is not the surviving corporation, the Incentive Compensation Plan will be frozen and bonuses will be determined thereunder as of the date of such merger or consolidation based on results through that date. Awards under the Cash LTIP. For awards granted prior to September 10, 2024, upon a termination of employment due to retirement, after attainment of age 65 and having three years of employment with the Bank, death, or total disability, a Named Executive Officer will vest in any outstanding, unvested awards under the Cash LTIP, which will be paid within 74 days following termination of employment (for death or total disability) or following the end of the regular vesting period (for retirement). In addition, a Named Executive Officer will become fully vested in all awards under the Plan if on or prior to the 74 days following a change of control, (1) the employment of the Named Executive Officer is terminated without cause or (2) the Named Executive Officer’s base salary is reduced from the level in effect immediately prior to the change of control. For awards granted on or after September 10, 2024, the same treatment as described in the paragraph above will apply, except that: (1) the vesting of awards upon retirement is limited to awards granted at least three years prior to the date of retirement and (2) with respect to the treatment of awards upon a change of control, a Named Executive Officer will become fully vested in all awards under the A&R Cash LTIP only if, on or within 24 months of a change of control, the Named Executive Officer’s employment is terminated by the Company or its affiliates other than for cause or subject to certain procedural requirements, the Named Executive Officer resigns following a material reduction of the participant’s annual base salary or wage rate from the annual base salary or wage rate in effect immediately prior to the change of control or immediately prior to the reduction (whichever is greater).