Benita Thompson-Byas
About Benita Thompson-Byas
Benita Thompson-Byas, age 57, is an independent director at Chain Bridge Bancorp, Inc. (CBNA) and Chain Bridge Bank, N.A. She joined the Bank’s board at its founding in 2007 and the Company’s Board in October 2022; she currently chairs the Compensation Committee at the Company and serves on the Bank’s Loan Committee . Her background spans marketing, communications, business operations, and human resources; she holds a B.A. in English with a minor in Sociology from the University of Virginia . The Board affirms her independence under NYSE listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thompson Hospitality Corporation | Senior Vice President & Vice Chair | Since Jan 2008; with company since 1992 | Leads marketing/communications/HR; Director of Community Relations; oversees partnership with Compass Group spanning 600+ dining centers in 46 states and six countries |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Navigate Foundation | Director | Current | Philanthropic governance |
| Washington Airports Task Force | Director | Current | Regional infrastructure advocacy |
| Fort Monroe Authority | Board member | Prior | Historic preservation authority (prior service) |
Board Governance
- Independence: The Board determined Thompson-Byas is independent; all Compensation Committee members are independent under SEC and NYSE rules .
- Committee assignments: Compensation Committee Chair (Company); Loan Committee member (Bank) .
- Committee activity: Compensation Committee met 4 times in 2024; all directors attended ≥75% of their committee meetings .
- Board attendance: The Board held 4 regular and 4 special meetings in 2024; each director attended 100% of Board meetings. Thompson-Byas attended the 2024 Annual Meeting .
- Executive sessions: Non-management directors meet regularly in executive session; no Lead Independent Director designated .
| Governance Area | Detail |
|---|---|
| Independence status | Independent (NYSE) |
| Company committees | Compensation (Chair) |
| Bank committees | Loan Committee (member) |
| 2024 Board meetings | 8 held; 100% attendance by each director |
| 2024 Compensation Committee meetings | 4 held |
| Director stock ownership policy | Minimum 2,000 shares (Class A or B or combined); 3-year grace period for new directors |
| Executive sessions | Regular sessions without management; rotating presiding director |
Fixed Compensation
- CBNA pays non-employee directors cash-only retainers and meeting fees; no equity-based director compensation .
- 2024 cash compensation to Thompson-Byas: Company $25,500; Bank $32,850; Total $58,350 .
- 2025 fee schedule (Company): Board meeting $2,500; committee meeting $1,000; Committee Chair retainers—Audit $5,000, Compensation $2,500, Risk $2,500, Governance & Nominating $2,500 . Bank fees unchanged: Annual director retainer $10,000; Board meeting $1,500; committee meeting $750; committee chair retainer $2,500 .
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Company cash fees | 25,500 | Per-meeting and chair stipend |
| Bank cash fees | 32,850 | Bank Board and committee meetings |
| Total cash fees | 58,350 | No equity grants to directors |
Performance Compensation
- Equity awards: None for directors; CBNA does not grant equity to directors .
- Options: None .
- Performance metrics: Not applicable to director pay; director compensation is fixed cash (retainers, meeting fees) .
| Metric/Instrument | Status |
|---|---|
| Director equity grants (RSUs/PSUs/Options) | None |
| Performance-based director pay | None (cash-only structure) |
Other Directorships & Interlocks
| Entity | Relationship to CBNA | Interlock/Conflict Notes |
|---|---|---|
| Thompson Hospitality Corporation (Executive role) | Customer/vendor relationships not disclosed | No specific related-party transactions disclosed with Thompson Hospitality; CBNA’s related-party policy governs and requires Audit Committee review of transactions >$120k with Related Persons . |
| Navigate Foundation; Washington Airports Task Force | External boards | No CBNA conflicts disclosed . |
Expertise & Qualifications
- Functional expertise: Marketing, communications, business operations, human resources; Director of Community Relations; partnership management with Compass Group .
- Education: B.A. in English, minor in Sociology, University of Virginia .
- Board skills emphasis: Governance and compensation leadership via Chair role; business development and stakeholder engagement (as described in biography) .
Equity Ownership
- Beneficial ownership: 188 shares of Class A; 18,020 shares of Class B (convertible 1:1 into Class A); less than 1% total voting power .
- Stock ownership policy compliance: Minimum 2,000 shares required; Thompson-Byas holds 18,208 combined (A+B), exceeding guideline .
- Hedging/pledging: CBNA prohibits hedging and pledging; as of the proxy date, no directors or executives have pledged or hedged CBNA securities .
| Ownership Detail | Amount |
|---|---|
| Class A shares | 188 |
| Class B shares | 18,020 |
| Total combined (for guideline) | 18,208 (A+B) |
| Ownership guideline | 2,000 shares minimum; 3-year grace for new directors |
| Pledged or hedged shares | None (policy prohibits; none reported) |
Governance Assessment
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Strengths:
- Independent director chairing Compensation Committee; committee fully independent and active (4 meetings in 2024), aligning executive pay oversight with best practices .
- Exemplary attendance: 100% Board meeting attendance across all directors, with committee attendance ≥75%; Thompson-Byas attended the 2024 Annual Meeting .
- Clear stock ownership alignment via mandatory director shareholding policy; Thompson-Byas exceeds minimum with 18,208 combined shares .
- Robust conflicts governance: Formal Related Party Transactions Policy with Audit Committee review; hedging/pledging prohibited .
-
Watch items:
- Control and dual-class structure: Class B carries 91.69% of voting power; the Fitzgerald Family aggregates 61.70% of total voting power, which can influence governance outcomes despite independent committees . Continued focus on Compensation Committee independence and processes is important to investor confidence.
- Cash-only director compensation may limit long-term equity alignment; mitigated by mandatory ownership policy .
-
Signals:
- No director equity or option grants and prohibition of hedging/pledging support conservative governance and risk alignment .
- Compensation Committee did not use external consultants in 2024 but retains authority to do so; monitoring future use can indicate responsiveness to market practices .
Overall, Thompson-Byas presents as an engaged, independent committee chair with meaningful share ownership and strong meeting attendance, operating within a governance framework that emphasizes independent oversight and conflict controls amid a concentrated voting structure .