Joanna R. Williamson
About Joanna R. Williamson
Joanna R. Williamson, CPA (age 41), is Executive Vice President and Chief Financial Officer of Chain Bridge Bancorp, Inc. and Chain Bridge Bank, N.A. She joined the Bank in August 2015 and has served in roles including Controller, Treasurer, and CFO of the Bank before being appointed Company CFO in January 2024; she holds B.S. and M.S. in Accounting from Virginia Tech, magna cum laude, and is a licensed CPA . During her tenure as CFO, Q3 2025 net income was $4.7M vs. $7.5M in Q3 2024, with the decline driven mainly by a 72.5% drop in noninterest income from lower deposit placement services and a shift of One-Way Sell deposits on balance sheet, and lower yields on Fed balances; 9M 2025 net income was $14.9M vs. $17.2M in 9M 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chain Bridge Bank, N.A. | VP & Controller | 2015–2018 | Built controllership foundation post-2015, enabling later public company readiness . |
| Chain Bridge Bancorp, Inc. | Treasurer | 2018–2023 | Oversight of treasury as the company scaled ahead of IPO . |
| Chain Bridge Bank, N.A. | SVP & Chief Financial Officer | Prior to 2023 | Led Bank finance prior to elevation to EVP, supporting trust powers expansion and growth . |
| Chain Bridge Bank, N.A. | Executive Vice President | 2023–present | Senior leadership during IPO transition and public company controls build-out . |
| Chain Bridge Bancorp, Inc. & Bank | EVP & Chief Financial Officer | 2024–present | Principal Financial Officer; Sarbanes-Oxley 302/906 certifier on Forms 10‑Q . |
| Fannie Mae; Dixon Hughes Goodman LLP; Ernst & Young | Managerial roles; Senior Auditor | Pre‑2015 | External reporting/audit experience across GSE and public accounting . |
External Roles
- None disclosed .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary | Not disclosed | CFO is not a Named Executive Officer (NEO); proxy provides detail only for NEOs (Chairman, CEO, President) . |
| Target bonus % | Not disclosed | Company operates a short‑term Incentive Compensation Plan for eligible employees; plan structure disclosed but not individual CFO targets . |
| Other fixed benefits | 401(k) eligibility | Safe harbor 401(k) with up to 5% employer match; immediate vesting of employee contributions; employer match vests after two years . |
Performance Compensation
| Incentive | Metric(s) | Weighting/Structure | 2024 Actual | Payout Design | Vesting/Other |
|---|---|---|---|---|---|
| Short‑Term Incentive (cash) | Financial: ROAE and growth in average assets; Risk management: compliance/audit/safety | Up to 14 points (financial) + up to 9 points (risk) = 23 points maximum | 19.54 total points (14.00 financial; 5.54 risk) | Annual bonus = Base Salary × (Points ÷ 100); subject to board approval and clawback policy | Pro‑rata on retirement (65+), death, disability; frozen and determined as of merger date if Co. not surviving . |
| Long‑Term Incentive (Cash LTIP) | Growth in retained earnings per share | 5‑year vesting for post‑Sept 10, 2024 grants (7‑year for prior grants); awards equitably adjusted for corporate events | For 2024, plan paid to certain NEOs for 2017 grants; no individual CFO awards disclosed | Payout equals change in retained earnings per share plus cash dividends over vesting period, divided by shares outstanding on vest date | Double‑trigger vesting on change of control (termination without cause or good reason within 24 months for post‑Sept 10, 2024 grants); retirement vesting limitations for recent grants . |
| Notes: |
- The Company does not grant equity (RSUs/PSUs/options) to employees or NEOs; compensation mix is cash‑based, reducing equity‑related selling pressure .
- The proxy lists NEO participants in Cash LTIP (CEO and President); it does not disclose CFO participation or awards .
Equity Ownership & Alignment
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Total Voting Power % | Notes |
|---|---|---|---|---|---|---|
| Joanna R. Williamson | 753 | <1% | 5,950 | <1% | <1% | Class B shares carry 10 votes per share and are convertible 1:1 into Class A; percent indicates “less than 1%” as shown in proxy . |
| Pledging/Hedging | — | — | — | — | — | Company policy prohibits pledging and hedging; no director or executive officer had pledged or hedged shares as of the proxy date . |
| Ownership guidelines | — | — | — | — | — | Director stock ownership policy requires 2,000 shares; no executive officer stock ownership guideline disclosed . |
Employment Terms
- Employment agreements/severance: The Company has no employment agreements or severance plans, programs, or policies in place for NEOs; no severance program is disclosed for executives generally .
- Incentive treatment on termination: Short‑term bonus pro‑rated for retirement (age 65+), death, disability; otherwise forfeited; plan is frozen and determined as of merger date if Company is not the survivor .
- Change‑of‑control: Cash LTIP features double‑trigger vesting for post‑Sept 10, 2024 awards (termination without cause or good reason within 24 months of change of control) and specific retirement/vesting modifications; applicability depends on participation .
- Clawback: Board adopted a Dodd‑Frank compliant clawback policy in Sept 2024, effective Oct 3, 2024, requiring recovery of erroneously awarded incentive‑based compensation for restatements over a three‑year look‑back; no indemnification or reimbursement permitted .
- Insider trading: Hedging, short‑selling, and derivative transactions in Company stock are prohibited; pledging is prohibited .
- Governance/authority: As Principal Financial Officer, Williamson signs Sarbanes‑Oxley 302 and 906 certifications on Forms 10‑Q, evidencing responsibility for disclosure controls and internal control over financial reporting .
- Named proxy: Williamson is designated as a proxy on the 2025 annual meeting proxy card, reflecting board confidence and administrative authority .
Investment Implications
- Cash‑only incentive architecture with no equity grants limits forced insider selling and options‑related overhang but may dilute long‑term equity alignment versus peers that deploy RSUs/PSUs; hedging and pledging prohibitions further align executives with shareholders .
- Incentive plan metrics (ROAE, average asset growth, risk controls) and 5‑year Cash LTIP tied to retained earnings per share encourage balance‑sheet discipline and conservative growth, consistent with bank regulatory expectations; 2024 short‑term payout reflected 19.54/23 points achieved .
- Williamson’s personal stake is modest (<1% voting power), which suggests limited direct stock‑price exposure, though as PFO she is central to reporting integrity and capital markets credibility post‑IPO; continued execution on controls is underscored by her regular SOX certifications .
- Retention risk appears moderated by deep internal tenure and progressive promotions since 2015; however, the absence of employment/severance agreements could reduce economic friction to departure in a competitive CFO market .