Annual Meeting Logistics and Key Proposals (Image Credits: Unsplash)
McLean, Virginia – Chain Bridge Bancorp, Inc. filed its definitive proxy statement with the SEC on April 28, 2026, setting the stage for its annual meeting of stockholders. The document provides shareholders with details on key governance matters, including director elections and auditor approval. Investors can access the materials through the company’s investor relations website as they prepare to vote on proposals that shape the bank’s future direction.[1][2]
Annual Meeting Logistics and Key Proposals
The 2026 Annual Meeting will convene virtually on Wednesday, June 17, 2026, at 2:00 p.m. Eastern Time. Shareholders of record as of the close of business on April 20, 2026, hold the right to vote. Participants must register in advance to attend, vote, or pose questions via the designated virtual platform.[1]
Two main proposals headline the agenda. First, shareholders will elect 13 directors to serve one-year terms until the 2027 meeting or until successors take office. Second, the board seeks ratification of Yount, Hyde & Barbour, P.C. as the independent auditor for the fiscal year ending December 31, 2026. The board recommends voting in favor of both items, with authority also granted for any other proper business.
Director Nominees Reflect Continuity and Fresh Expertise
The slate of 13 nominees includes familiar leaders alongside a recent addition. Peter G. Fitzgerald continues as chairman, while John J. Brough II serves as CEO and David M. Evinger as president. William C. Leavitt joined the board effective January 1, 2026, succeeding Paul W. Leavitt, who retired at year-end 2025.[1]
- Peter G. Fitzgerald (Chairman)
- Mark Martinelli
- Yonesy F. Núñez
- Michael J. Conover
- Leigh-Alexandra Basha
- John J. Brough II (CEO)
- David M. Evinger (President)
- Thomas G. Fitzgerald, Jr.
- Andrew J. Fitzgerald
- Joseph M. Fitzgerald
- Michelle L. Korsmo
- Benita Thompson-Byas
- William C. Leavitt
The board maintains a majority-independent structure, with 10 of 13 directors qualifying as independent under NYSE standards. Four standing committees – Audit, Compensation, Risk, and Governance and Nominating – operate with fully independent memberships. These groups met frequently in 2025, overseeing financial reporting, pay practices, enterprise risks, and nominations.
2025 Executive Pay Tied to Performance Metrics
Compensation for the named executive officers in 2025 emphasized base salary, short-term incentives, and long-term cash awards without equity components. John J. Brough II, the CEO, received total pay of $595,305, including $397,662 in salary and $180,143 in non-equity incentives. David M. Evinger, president, earned $576,783 overall, while CFO Joanna R. Williamson totaled $448,086.[1]
| Executive | Salary | Non-Equity Incentive | All Other | Total |
|---|---|---|---|---|
| John J. Brough II (CEO) | $397,662 | $180,143 | $17,500 | $595,305 |
| David M. Evinger (President) | $381,789 | $177,494 | $17,500 | $576,783 |
| Joanna R. Williamson (CFO) | $330,000 | $100,586 | $17,500 | $448,086 |
Short-term bonuses stemmed from the Incentive Compensation Plan, which awarded points for financial results like return on equity and asset growth, plus risk management factors. The company achieved 16.69 points in 2025. Long-term incentives vest over five years based on retained earnings growth. A clawback policy, effective since October 2024, applies to these awards.
Share Ownership and Auditor Continuity
Chain Bridge operates a dual-class stock structure: Class A shares carry one vote each, while Class B shares have 10 votes and convert one-for-one to Class A. As of the record date, 3,364,287 Class A and 3,197,530 Class B shares were outstanding. The Fitzgerald family controls about 65.55% of total voting power through significant Class B holdings.[1]
Yount, Hyde & Barbour, P.C. has audited the company since 2007. Fees for 2025 included $249,500 for audit services and smaller amounts for audit-related, tax, and other work – all pre-approved by the Audit Committee. Directors and executives as a group hold substantial stakes, underscoring alignment with shareholders.
Shareholders have until specified deadlines to submit proposals for the 2027 meeting. The filing arrives amid the company’s recent 10-K release on March 20, 2026, offering a full view of 2025 performance ahead of voting.[3]
This proxy statement reinforces Chain Bridge Bancorp’s focus on steady governance as it navigates growth in the competitive banking sector.