Andrew J. Fitzgerald
About Andrew J. Fitzgerald
Andrew J. Fitzgerald (age 44) is an independent director of Chain Bridge Bancorp, Inc. and Chain Bridge Bank, N.A.; he joined the Company’s Board in April 2020 and the Bank’s board in January 2024. He is Managing General Partner (since 2022) and Chief Investment Officer (since 2018) of Otis Road Investments, L.P., with prior investment banking experience at Hovde Group (Managing Director, 2011–2017). He holds B.A., M.B.A., and J.D. degrees from Northwestern University and is a member of the Company’s Governance & Nominating Committee and the Bank’s Trust Oversight Committee. The Board has affirmatively determined he is independent under NYSE rules notwithstanding his familial tie as nephew to Chairman Peter G. Fitzgerald.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hovde Group | Managing Director | 2011–2017 | Financial institutions coverage; investment banking execution |
| Southern Colorado Corporation | Director | 2014–2018 | Bank holding company directorship |
| Citizens Bank of Pagosa Springs | Director | 2017–2018 | Bank board role |
| First Bancorp of Durango, Inc. | Director | 2012–2014 | Directed merger with Triumph Bancorp (context noted in T.G. Fitzgerald Jr. bio) |
| Southern Wisconsin Bancshares Corporation | Director | Since 2013 | Ongoing bank holding company board service |
| Farmers Savings Bank | Director | Since 2013 | Ongoing bank board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Otis Road Investments, L.P. | Managing General Partner; Chief Investment Officer | MGP since 2022; CIO since 2018 | Single-family office investing incl. banking and financial services; invests in CBNA via partnership |
| Trippers & Askers (winery) | Co-founder | N/A | Santa Barbara, CA |
| Calm (non-profit) | Chair, Board of Trustees | N/A | Focus on prevention/treatment of childhood trauma in Santa Barbara County |
Board Governance
- Committee assignments: Member, Governance & Nominating Committee (Company); Member, Trust Oversight Committee (Bank). Not a committee chair at the Company.
- Independence: Board determined Andrew J. Fitzgerald is independent under NYSE standards, despite being nephew of Chairman Peter G. Fitzgerald. All standing Board committees (Audit, Compensation, Governance & Nominating, Risk) comprise independent directors.
- Attendance: In 2024, the Board held 4 regular and 4 special meetings; each director attended 100% of these Board meetings, and all directors attended at least 75% of committee meetings for which they served. Andrew attended the 2024 Annual Meeting.
- Lead independent director: None designated; independent directors hold rotating executive sessions without management.
- Non-Employee Director Stock Ownership Policy: Minimum 2,000 shares (Class A and/or B) within three years of appointment; Andrew exceeds this threshold.
Fixed Compensation
| Component | 2024 Amount (Andrew J. Fitzgerald) | Notes |
|---|---|---|
| Company Board & Committee fees (cash) | $22,250 | Per-meeting fees; no equity for directors |
| Bank Board & Committee fees (cash) | $31,750 | Per-meeting fees; Bank director retainer $10,000 in 2024 |
| Total 2024 Director Cash Compensation | $54,000 | Sum of Company and Bank fees |
| 2025 Director Fee Schedule | Company | Bank |
|---|---|---|
| Board meeting fee (per meeting) | $2,500 | $1,500 |
| Committee meeting fee (per meeting) | $1,000 | $750 |
| Chairman retainer (annual) | $0 | $0 |
| Audit Committee Chair retainer (annual) | $5,000 | $2,500 (Bank committees) |
| Compensation, Risk, Governance Chair retainer (annual) | $2,500 | $2,500 (Bank committees) |
| Non-employee Bank director retainer (annual) | N/A | $10,000 ($2,500 paid quarterly) |
| Expense reimbursement cap | Up to $5,000/year | Up to $5,000/year |
Performance Compensation
| Element | Structure | Status for Directors |
|---|---|---|
| Equity compensation (RSUs/PSUs/options) | Not provided to directors | None (no equity-based director compensation) |
| Performance/bonus metrics | Not applicable to directors | None (director pay is cash retainer and meeting fees) |
The Company details executive incentive metrics (ROAE, asset growth, risk/compliance points) for Named Executive Officers, but directors do not participate in these plans.
Other Directorships & Interlocks
| Company/Institution | Public vs. Private | Role | Potential Interlocks/Notes |
|---|---|---|---|
| Southern Wisconsin Bancshares Corporation | Not specified | Director | Banking affiliation; no public listing disclosed in proxy |
| Farmers Savings Bank | Not specified | Director | Banking affiliation; no public listing disclosed in proxy |
| Family ties | — | Nephew of Chairman Peter G. Fitzgerald; cousin of director Thomas G. Fitzgerald, Jr. | Board determined independence despite familial relationships |
| Otis Road Investments, L.P. | — | Managing GP; CIO | Partnership invests in CBNA; beneficial ownership detailed below |
Expertise & Qualifications
- Legal and financial services industry expertise; degrees (B.A., M.B.A., J.D.) from Northwestern University.
- Experience in investment management and financial institutions; governance participation on Governance & Nominating and Trust Oversight Committees.
- Board skills matrix indicates broad coverage among directors in investor relations/equity markets, bank risk management, governance/reporting, legal, and comprehensive banking experience; Andrew’s biography highlights legal and financial expertise specifically.
Equity Ownership
| Holder/Vehicle | Class A Shares | Class B Shares | Notes |
|---|---|---|---|
| Andrew J. Fitzgerald (aggregate beneficial) | 2,504 | 175,100 | Total voting power 4.67% (Class B has 10 votes/share) |
| Andrew J. Fitzgerald 2011 Trust (trustee/sole beneficiary) | 2,504 | 5,100 | Direct trust holdings |
| Otis Road Investments, L.P. | — | 170,000 | Andrew as Managing GP/co-manager with voting/investment power; disclaims beneficial ownership except pecuniary interest |
| Ownership Alignment | Detail |
|---|---|
| Minimum director ownership policy | 2,000 shares required; Andrew exceeds policy (2,504 A + 175,100 B) |
| Convertible B-to-A disclosure | If converting Andrew’s B shares he may be deemed to have voting/investment power over 177,604 Class A shares (5.39% of outstanding after conversion) |
| Hedging/Pledging | Prohibited; company notes no directors/officers have pledged/hedged Company securities to its knowledge |
Governance Assessment
- Independence and committee work: Andrew is classified independent and serves on Governance & Nominating (Company) and Trust Oversight (Bank), supporting board composition, succession planning, and fiduciary oversight; attendance and annual meeting participation indicate engagement (100% Board, ≥75% committees; attended 2024 AGM).
- Ownership alignment: Significant beneficial interest through trust and Otis Road LP, alongside a formal minimum ownership policy and prohibitions on hedging/pledging, support alignment; however, lack of director equity grants means compensation is entirely cash-based (retainer/meeting fees).
- Potential conflicts: Familial ties to the Chairman and investment control via Otis Road LP present related-party exposure; Board explicitly assessed and affirmed independence, and a 2024 Special Committee on capital reclassification was constituted solely of non-Fitzgerald-family independent directors, reducing perceived conflicts in that process.
- RED FLAGS:
- Dual-class structure (Class B with 10 votes/share) and majority combined voting power held by Fitzgerald Family may dampen minority shareholder influence.
- Familial relationships (nephew/cousin) and family LP investments in the Company require ongoing robust conflict management and audit oversight; routine “ordinary banking relationships” with Related Persons totaled ~$8.6M in credit outstanding as of 12/31/2024 (aggregate disclosure; not specific to Andrew).
- Governance mitigants: Formal Related Party Transactions Policy (Audit Committee review/approval), Code of Business Conduct, rotating executive sessions for non-management directors, and clawback policy for executive incentive compensation strengthen governance practices.
Key investor takeaway: Andrew J. Fitzgerald is engaged and independent per NYSE rules, with meaningful ownership via trust/LP. The family’s voting control and related ties are structural risks, partly mitigated by committee independence, policies, and use of disinterested committees for sensitive actions. **[1392272_0001193125-25-101052_d902842ddef14a.htm:24]** **[1392272_0001193125-25-101052_d902842ddef14a.htm:9]** **[1392272_0001193125-25-101052_d902842ddef14a.htm:12]** **[1392272_0001193125-25-101052_d902842ddef14a.htm:28]** **[1392272_0001193125-25-101052_d902842ddef14a.htm:41]**