DEF 14A of Chain Bridge Bancorp Inc
Filed Apr 28, 2026 · FY20250001628280-26-027880
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 2027 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. William C. Leavitt was appointed to the Board effective January 1, 2026 to fill the vacancy created by the retirement of Paul W. Leavitt on December 31, 2025. 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.
Andrew J. Fitzgerald
Andrew J. Fitzgerald Director, Chain Bridge Bancorp, Inc. Director, Chain Bridge Bank, N.A. 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 the 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.
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 2025, 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 2025, directors received a fee of $2,500. For each Board meeting of the Bank attended in 2025, directors received a fee of $1,500. Additionally, for Company committee meetings, directors received a fee of $1,000 per meeting, and for Bank committee meetings, directors received a fee of $750 per meeting. To recognize their additional responsibilities, chairs of any Board committee other than the Audit Committee received an additional annual stipend of $2,500. To recognize the enhanced scope and frequency of the Audit Committee's responsibilities, the chair of the Audit Committee received an additional annual stipend of $5,000. In January 2026, the Governance and Nominating Committee recommended the following 2026 director fee schedules for the Company and the Bank (“Director Fee Schedule”), which the Boards of both the Company and the Bank adopted:
Director Compensation
| Company Board & Committee Fees | 2026 | Change from 2025 Rate ($) | | | Chairman of the Board Retainer (annual) | $0 | | – | | Non-Employee Director Retainer ($2,500 paid quarterly) | $10,000 | | +$10,000 | | Board of Directors Meeting Fee (per meeting) | $2,500 | | – | | Committee Meeting Fee (per meeting) | $1,000 | | – | | Audit Committee Chairperson Retainer (annual) | $10,000 | | +$5,000 | | Compensation Committee Chairperson Retainer (annual) | $7,500 | | +$5,000 | | Risk Committee Chairperson Retainer (annual) | $5,000 | | +$2,500 | | Governance & Nominating Committee Chairperson Retainer (annual) | $5,000 | | +$2,500 | | Bank Board & Committee Fees | 2026 | Change from 2025 Rate ($) | | | 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) | $1,000 | | +$250 | | Committee Chairperson Retainer (annual) | $4,000 | | +$1,500 | | Loan Committee Email Approval (per approval) | $150 | | +$50 |
Director Compensation
Pursuant to the Bank’s Loan and Credit Policy, when time is of the essence, loans presented to the Director Loan Committee may be approved through an email poll. Each voting director is provided the credit memorandum by email and a reasonable period to review it before voting; a Bank director who participates in an email poll is paid the per-approval fee shown above, and the loan is presented at the next regular Committee meeting for ratification. In addition, as part of the Director Fee Schedule, the Boards of both the Company and the Bank increased the reimbursement policy for reasonable expenses incurred by directors in connection with Board service from a cap of $5,000 to a cap of $7,500 per year. The Governance and Nominating Committee recommends the compensation structure for non-employee directors, which is then subject to approval by the full Board. This approach is designed to ensure fair compensation for directors’ commitment and contributions to the governance of the Company and the Bank, aligning their interests with the long-term success of both entities. Directors must be present either in person or remotely at meetings to qualify for these fees, emphasizing the importance of regular active participation on the Board.
Director Compensation Table
Director Compensation Table The following chart provides the compensation paid to our non-employee directors for the year ended December 31, 2025. Peter G. Fitzgerald has been omitted from the table below given that Mr. Fitzgerald is an executive officer of the Company (who is not a named executive officer) who does not receive any additional compensation for services provided as a director. Mr. Fitzgerald’s compensation as an executive officer of the Company for fiscal year 2025 was approved by the Compensation Committee.
Director Compensation Table
| Name | Company Fees Earned or Paid in Cash (1) ($) | Bank Fees Earned or Paid in Cash (1) ($) | | Total ($) | | Leigh-Alexandra Basha (2) | $17,500 | | 32,000 | $49,500 | | Michael J. Conover | $35,000 | | 33,250 | $68,250 | | Andrew J. Fitzgerald | $14,500 | | 34,000 | $48,500 | | Joseph M. Fitzgerald | $32,500 | | 41,150 | $73,650 | | Thomas G. Fitzgerald, Jr. | $20,500 | | 39,500 | $60,000 | | Michelle L. Korsmo | $22,000 | | 26,500 | $48,500 | | Paul W. Leavitt | $31,500 | | 37,150 | $68,650 | | Mark Martinelli | $37,500 | | 34,000 | $71,500 | | Yonesy F. Núñez | $18,500 | | 34,375 | $52,875 | | Benita Thompson-Byas | $20,000 | | 33,275 | $53,275 | | Totals | $249,500 | | 345,200 | $594,700 |
Director Compensation Table
(1) Amounts reflect a per-meeting fee of $2,500 for Company and $1,500 for Bank for all directors and additional retainers and fees for service as a committee member and committee chair. (2) Pursuant to an agreement between Ms. Basha and the law firm of McDermott Will & Schulte, LLP, Ms. Basha’s cash compensation was paid directly to the firm.
2025 Summary Compensation Table
2025 Summary Compensation Table
2025 Summary Compensation Table
| Name | Year | Salary ($) | Non-Equity Incentive Plan Compensation (1) ($) | All Other Compensation (2) ($) | Total ($) | | John J. Brough, II | 2025 | $397,662 | $180,143 | $17,500 | $595,305 | | Chief Executive Officer | 2024 | $376,046 | $154,126 | $17,250 | $547,422 | | David M. Evinger | 2025 | $381,789 | $177,494 | $17,500 | $576,783 | | President | 2024 | $361,036 | $151,193 | $17,250 | $529,479 | | Joanna R. Williamson (3) | 2025 | $330,000 | $100,586 | $17,500 | $448,086 | | Chief Financial Officer | | | | | |
2025 Summary Compensation Table
(1) For 2025, the amounts reported reflect (1) actual bonuses earned for fiscal year 2025 under the Incentive Compensation Plan, as discussed further below in “— Narrative Disclosure to Summary Compensation Table”, that were paid in February 2026, reflecting the Company's performance throughout the calendar year of 2025 ($66,370 for Mr. Brough, $63,721 for Mr. Evinger and $55,077 for Ms. Williamson) and (2) amounts that vested and were earned in 2024 under the Cash LTIP, as discussed further below ($113,773 for Mr. Brough, $113,773 for Mr. Evinger and $45,509 for Ms. Williamson). 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 ($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). (2) The amounts reported reflect, for each Named Executive Officer, $17,500 paid by the Bank in the form of matching contributions under its 401(k) plan in 2025, as discussed further below in “— Narrative Disclosure to Summary Compensation Table”. (3) Ms. Williamson became an NEO for the first time in 2025.
Outstanding Equity Awards at Fiscal Year Ended December 31, 2025
Outstanding Equity Awards at Fiscal Year Ended December 31, 2025 None of our Named Executive Officers held any equity awards as of December 31, 2025.
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 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).