James R. Pollock
About James R. Pollock
James R. Pollock, age 38, is Senior Vice President, Corporate Development Officer at Chain Bridge Bancorp, Inc. and Senior Vice President, Chief Commercial Lending Officer at Chain Bridge Bank, N.A., joining on August 12, 2024 after senior roles at Wilmington Trust/M&T Bank in corporate fiduciary services and loan markets execution (including LIBOR transition) . He holds an MBA from Georgetown University’s McDonough School of Business (Salutatorian, McDonough Scholar) and a BA, summa cum laude, in Philosophy from Gettysburg College . CBNA’s pay-for-performance framework emphasizes company Return on Average Equity (ROAE), growth in average assets, and risk/compliance outcomes (19.54/23 points achieved in FY2024), with a clawback policy aligned to SEC/NYSE rules; equity grants are not used at CBNA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wilmington Trust (M&T Bank) | SVP & Head of Relationship Management (Corporate Fiduciary Services) | 2015–Aug 2024 | Led consolidated RM teams in corporate fiduciary services |
| Wilmington Trust (M&T Bank) | SVP & Head of Sub-Agency (Loan Markets) | 2015–Aug 2024 | Led a component of loan markets; managed LIBOR benchmark transition |
| Wilmington Trust (M&T Bank) | VP Product Development; Business Lead for international expansion | 2015–Aug 2024 | Drove multi‑year international expansion initiative |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Georgetown Presbyterian Church | Deacon | Not disclosed | Community leadership and service |
Fixed Compensation
- CBNA discloses base salaries and bonuses for Named Executive Officers (NEOs) only; Pollock is not a NEO, and his base salary, target bonus %, and actual bonus are not disclosed in the 2025 proxy .
- CBNA does not grant equity (RSUs/PSUs/options) to executives or employees; compensation is cash-based with short-term bonuses and a long-term cash plan for select participants .
Performance Compensation
| Plan / Metric | Weighting / Points | Target Definition | 2024 Actual | Payout Mechanics | Vesting / Timing |
|---|---|---|---|---|---|
| Incentive Compensation Plan – Financial Performance | 14.00 points | Company ROAE and growth in average assets | 14.00 points | Annual bonus = base salary × (points/100) | Annual, paid following year; subject to clawback |
| Incentive Compensation Plan – Risk Management | 9.00 points | Compliance, safety/soundness, internal audits, similar factors | 5.54 points | Annual bonus = base salary × (points/100); zero payout on certain risk failures | Annual; subject to clawback |
| Incentive Compensation Plan – Total | 23.00 points | Combined financial + risk | 19.54 points | Formula above; Board final approval | Paid Feb 2025 for FY2024 |
| Cash LTIP (Long‑Term Cash Incentive Plan) | N/A | Retained earnings per share growth over 5 years | Not disclosed per individual | Cash value based on retained earnings delta + dividends per share / shares outstanding at year 5 | 5‑year vest; equitable adjustments for corporate events; vesting acceleration rules below |
Notes:
- Pollock’s participation and award levels in the Cash LTIP are not disclosed; awards for FY2024 were granted to the CEO and President, with 2017 grants vesting in 2024; CBNA reports no equity awards outstanding for executives .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 3,131 shares (less than 1% of Class A; 3,119,317 Class A outstanding) |
| Beneficial ownership (Class B) | None |
| Ownership as % of Class A outstanding | ~0.10% (computed from 3,131 / 3,119,317) |
| Vested vs. unvested shares | Not applicable; CBNA does not grant equity awards |
| Options (exercisable/unexercisable) | None reported |
| Shares pledged as collateral | None; pledging prohibited, and none held in pledge/hedge arrangements as of proxy date |
| Hedging policy | Prohibits short‑selling, margin purchases, derivatives, swaps, forwards; applies to all directors/officers/employees |
| Stock ownership guidelines | 2,000‑share minimum applies to non‑employee directors; no executive officer ownership guideline disclosed |
Employment Terms
- Employment start date: August 12, 2024; roles: SVP Corporate Development (Company) and SVP Chief Commercial Lending Officer (Bank) .
- Employment agreement: CBNA states no employment agreements for NEOs; no Pollock‑specific contract disclosed .
- Severance: No severance plans/programs/policies in place; bonuses pro‑rated only on retirement (65+), death, or total disability; otherwise no bonus on termination .
- Change‑of‑control (CoC) terms:
- Incentive Compensation Plan: frozen at merger/consolidation date if CBNA is not the survivor; payouts determined on results through that date .
- Cash LTIP (legacy awards before Sept 10, 2024): full vest if, within 74 days post‑CoC, termination without cause or base salary reduction; retirement vesting for awards after age 65 with ≥3 years service .
- Cash LTIP (awards on/after Sept 10, 2024): double‑trigger within 24 months post‑CoC (termination other than for cause or resignation after a material base salary reduction); retirement vesting limited to awards granted ≥3 years prior to retirement .
- Clawback: SEC Rule 10D‑1/NYSE‑compliant policy adopted Sept 2024, effective Oct 3, 2024; applies to executive officers’ incentive‑based compensation for the three completed fiscal years preceding a required restatement; prohibits indemnification/insurance to offset recovery .
- Insider Trading: Strict prohibitions on speculative trading and pledging; preclearance windows/policy filed with SEC as Ex. 19.1 to Form 10‑K .
Performance & Track Record
- Prior achievements: Led consolidated RM teams (corporate fiduciary services), oversaw LIBOR transition in loan markets, and business/product initiatives including international expansion at Wilmington Trust; earlier PNC business banking experience .
- Company’s FY2024 incentive outcome (context): 19.54/23 points achieved (14.00 financial; 5.54 risk), supporting bonus payouts at the company level; Pollock’s individual payout is not disclosed .
Compensation Committee Analysis
- Compensation Committee members: Benita Thompson‑Byas (Chair), Leigh‑Alexandra Basha, Michelle L. Korsmo, Paul W. Leavitt; all independent (SEC/NYSE) .
- No third‑party compensation consultant engaged in FY2024; CEO input used for executives other than CEO; Board retains final authority .
- Program design seeks to balance financial performance and risk management; clawback implemented; no equity grants currently used .
Related Party Transactions
- CBNA operates a formal Related Party Transactions Policy; ordinary‑course banking relationships with directors/executives/5% holders are conducted on market terms; ~$8.6MM aggregate credit outstanding to related persons as of Dec 31, 2024; none classified as problem/non‑accrual/past due/restructured .
Investment Implications
- Alignment: Cash‑only incentives linked to ROAE/asset growth and risk controls, plus a retained‑earnings‑based Cash LTIP, promote earnings quality and conservative risk posture; clawback/anti‑hedging/anti‑pledging tighten alignment and governance .
- Retention Risk: Five‑year Cash LTIP with vesting and double‑trigger CoC protections for post‑Sept 10, 2024 awards reduces near‑term exit risk; lack of equity grants may weaken direct stock price alignment but also avoids option‑driven risk‑taking .
- Insider Selling Pressure: No equity awards and pledging prohibitions reduce mechanical selling pressure; direct ownership is modest (~0.10% of Class A), suggesting limited “skin in the game” versus equity‑heavy models, but consistent with CBNA’s compensation design .
- Governance: Pollock is an executive officer, not a director; independence and oversight come via a fully independent Compensation Committee, strict clawback policy, and insider trading controls—supportive for investors focused on risk governance in a newly public, dual‑class bank holding company .