David M. Evinger
About David M. Evinger
David M. Evinger is President, Chief Risk Officer, Corporate Secretary, and a director of Chain Bridge Bancorp, Inc. (CBNA) and President, Chief Credit Officer, Chief Risk Officer, Corporate Secretary, and a director of Chain Bridge Bank, N.A.; age 52; B.A. and M.B.A. from Marymount University; graduate of the Virginia Bankers School of Bank Management; joined as an organizer in 2006, became EVP & Chief Credit Officer in 2007, promoted to President of the Company in 2013, President of Risk Management in 2018, and President of the Bank in 2020; elected to the Company’s Board in 2016 and Bank Board in 2018 . The proxy does not disclose his tenure TSR, revenue growth, or EBITDA growth metrics; the annual incentive uses ROAE and asset growth plus risk management points as performance levers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chain Bridge Bancorp, Inc. | Organizer | 2006 | Founding organizer prior to Bank launch |
| Chain Bridge Bank, N.A. | EVP & Chief Credit Officer | 2007–2018 | Built credit risk framework from inception |
| Chain Bridge Bancorp, Inc. | President | 2013–present | Executive leadership of holding company |
| Chain Bridge Bank, N.A. | President of Risk Management | 2018–2020 | Elevated enterprise risk oversight |
| Chain Bridge Bank, N.A. | President | 2020–present | Executive leadership of bank operations |
| Chain Bridge Bancorp, Inc. | Director | 2016–present | Board oversight; not independent |
| Chain Bridge Bank, N.A. | Director | 2018–present | Board oversight of bank |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Virginia Bankers Association (VBA) | Chairman, Lending Executives Committee | Not specified (current) | Industry leadership role |
| Marymount University | Advisory Board, COBILT; President’s Advisory Council | Not specified (current) | Academic-industry engagement |
| RMA Carolinas–Virginia Commercial Lending School | Faculty | Since 2015 | Instructor in commercial lending |
Fixed Compensation
Multi-year compensation (smaller reporting company disclosure):
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $341,663 | $361,036 |
| All Other Compensation ($) | $16,500 (401(k) match) | $17,250 (401(k) match) |
| Total ($) | $452,004 | $529,479 |
Notes:
- Employee directors do not receive director fees; Evinger’s board service is uncompensated as an employee director .
Performance Compensation
Annual Incentive (Incentive Compensation Plan – ICP)
Design and 2024 outcomes:
| Component | Metric(s) | Weight/Max Points | Actual Points (2024) | Payout Formula | Payout ($) | Timing |
|---|---|---|---|---|---|---|
| Financial | ROAE; average asset growth | Up to 14 points | 14.00 | Base Salary × (Points/100) | $70,546 | |
| Risk Management | Compliance, safety & soundness, internal audit factors | Up to 9 points | 5.54 | Base Salary × (Points/100) | Included above | Paid Feb 2025 |
| Total | Combined | Up to 23 points | 19.54 | As above | $70,546 | As above |
Additional terms:
- ICP payouts are subject to a clawback policy adopted in September 2024, effective October 3, 2024, compliant with SEC Rule 10D-1 and NYSE listing standards .
- Certain “risk failures” nullify ICP payouts regardless of points earned; Board retains final approval .
Long-Term Incentive (Cash LTIP)
Cash-based LTIP linked to retained earnings per share growth; vesting and 2024 actions:
| Aspect | Details |
|---|---|
| Performance metric | Growth of retained earnings per share over vest period |
| Vesting | 7-year for awards granted prior to Sept 10, 2024; 5-year for awards granted on/after Sept 10, 2024 |
| 2017 Grant – Vested in 2024 | $80,647 paid to Evinger upon vest/distribution of 2017 awards |
| 2024 Awards Granted | 20 awards granted; equitably adjusted to 4,884 awards following IPO reclassification (per plan) |
| Adjustment mechanics | Equitable adjustment for corporate events (e.g., stock split/reclassification) |
| Change-in-control (CIC) – legacy awards | Full vest if within 74 days of a CIC, employment is terminated without cause or base salary is reduced from pre-CIC level |
| CIC – awards ≥ Sept 10, 2024 | Double-trigger: full vest if, on or within 24 months of CIC, terminated other than for cause or resigns after material salary reduction (procedural requirements apply) |
The Company does not grant equity awards (RSUs/PSUs/options) to executives; outstanding equity awards at 12/31/2024 were none .
Equity Ownership & Alignment
| Holding Detail | Value |
|---|---|
| Class A shares owned | 125 |
| Class B shares owned | 53,720 |
| Voting power (%) | 1.43% of combined voting power |
| Convertible equivalence | 53,845 Class A on full conversion of his B shares |
| Ownership vs outstanding Class A | 1.70% of Class A post-hypothetical conversion (no other B converted) |
| Ownership guideline | Directors required to own minimum 2,000 shares (A or B, or combination) |
| Compliance status | Exceeds 2,000-share guideline via A+B holdings |
| Hedging/pledging | Company prohibits; to its knowledge no director/executive has pledged or hedged Company stock |
| Lock-up context | Pre-IPO lock-ups expired April 1, 2025; as of record date, no shares subject to those restrictions |
Notes:
- Class B converts 1:1 to Class A; each B share carries 10 votes; A carries 1 vote .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreements | None; Company has no employment agreements with Named Executive Officers |
| Severance | No severance plans, programs, or policies in place |
| ICP treatment on termination | Pro rata bonus upon retirement after age 65, death, or total disability; none for other terminations; ICP frozen at date if non-surviving in merger/consolidation |
| Cash LTIP – retirement (legacy awards) | Vest upon retirement after age 65 with ≥3 years of service; paid within 74 days (death/disability) or following end of regular vest period (retirement) |
| Cash LTIP – retirement (new awards ≥ Sept 10, 2024) | Vesting on retirement limited to awards granted ≥3 years prior to retirement date |
| CIC vesting | See LTIP CIC provisions in Performance Compensation section |
| Non-compete / non-solicit | Not disclosed in proxy |
| Deferred compensation | None; no non-qualified deferred comp plan |
| 401(k) | Safe harbor plan; matching up to 5%; employer match vests after two years |
Board Governance and Director Service
- Board service history: Company director since 2016; Bank director since 2018; currently President and Corporate Secretary of the Company and Bank, and Chief Risk Officer at both entities .
- Independence: Classified “No” (not independent); does not serve on Audit, Compensation, Risk, or Governance & Nominating committees (all independent) .
- Board attendance: In 2024, the Board held 4 regular and 4 special meetings; each member attended 100% of Board meetings and at least 75% of their committee meetings .
- Dual-role implications: As an executive and director, Evinger is not independent; however, committee oversight is fully independent, independent directors meet in executive sessions, and the roles of Chairman and CEO are separated (Chairman: Peter G. Fitzgerald; CEO: John J. Brough, II) .
- Director compensation: Employee directors (including Evinger) receive no Board fees; non-employee director fees consist solely of cash retainers/meeting fees; no equity for directors .
Compensation Committee Analysis
- Composition and independence: Compensation Committee members are independent; 2024 members: Basha, Korsmo, Leavitt, Thompson-Byas; Thompson-Byas is Chair .
- Consultants: No third-party compensation consultant engaged for fiscal 2024; Committee has authority to retain advisors .
- Incentive design: Annual plan focuses on ROAE and asset growth (financial) and compliance/audit/safety metrics (risk), with clawback policy aligned to SEC/NYSE standards; LTIP emphasizes multi-year retained earnings per share growth with CIC protections .
Compensation Structure Trends
| Component | 2023 | 2024 | Change |
|---|---|---|---|
| Base Salary ($) | $341,663 | $361,036 | +$19,373 |
| Annual Bonus (ICP) ($) | $51,805 | $70,546 | +$18,741 |
| LTIP Cash ($) | $42,036 (updated to correct prior underreporting) | $80,647 | +$38,611 |
| Equity awards | None | None | No change |
The mix is entirely cash-based; increases reflect higher ICP points achieved in 2024 and vesting/distribution from older LTIP awards; no equity grants or options reduce potential insider selling pressure tied to vesting events .
Related Party Transactions
- Ordinary banking relationships: Directors/executives and related persons maintain deposit/loan/trust relationships in the ordinary course; as of Dec 31, 2024, aggregate credit outstanding to directors/executives/related persons was ~$8.6 million, all on market terms and without adverse classification .
- Review policy: Related party transactions are reviewed by the Audit Committee per formal policy; certain categories (e.g., ordinary-course credit on market terms, compensation reviewed by the Compensation Committee) are exempt from formal review .
Investment Implications
- Alignment: Evinger’s meaningful voting exposure (1.43% combined voting power) and >2,000-share director ownership guideline compliance support alignment; prohibitions on hedging and pledging further align incentives with shareholders .
- Retention risk: LTIP’s multi-year vesting and CIC protections encourage retention; absence of employment agreements and severance reduces guaranteed payouts but ICP/ LTIP terms provide retirement/disability protections .
- Trading signals: No executive equity grants or options and a no-hedge/no-pledge policy reduce typical executive-driven selling catalysts; pre-IPO lock-ups expired April 1, 2025, and no shares are subject to those restrictions as of record date, which can increase general float mobility but is not specific to Evinger .
- Governance: Dual role as executive and director implies non-independence, but committees are fully independent, independent executive sessions occur, and Chairman/CEO roles are separated, mitigating common dual-role concerns .