John J. Brough, II
About John J. Brough, II
Chief Executive Officer of Chain Bridge Bancorp, Inc. and Chain Bridge Bank, N.A.; director since July 2006 (Company) and August 6, 2007 (Bank). Age 60; B.S. and M.B.A. from Georgetown University; CPA license maintained 1999–2017; participated in Georgetown International Management at Oxford University. Tenure includes founding CEO role at Bank charter, with governance experience on the Virginia Bankers Association Board and Audit Committee, and trustee roles at the Virginia Bankers School of Bank Management; served as Chair of Bishop Denis J. O’Connell High School Board of Governors (2015–2018) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chain Bridge Bancorp, Inc. | Organizer, CEO, Director | Since July 2006 | Led company formation and executive leadership through IPO and dual-class recapitalization . |
| Chain Bridge Bank, N.A. | Founding CEO & Director | Since Aug 6, 2007 | Founding CEO at charter commencement; oversight of credit, risk, and growth initiatives . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Virginia Bankers Association (VBA) | Board member; Audit Committee member | Current | Industry governance and risk oversight contributions . |
| VBA Management Services, Inc. | Board member | Current | Auxiliary governance supporting VBA programs . |
| Virginia Bankers School of Bank Management | Trustee | Current | Talent pipeline and executive training oversight . |
| Bishop Denis J. O’Connell High School | Chair, Board of Governors | 2015–2018 | Led governance and strategic direction for college-prep institution . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $355,876 | $376,046 |
| All Other Compensation ($) | $19,010 | $17,250 |
| Total Cash Compensation ($) | $480,020 | $547,422 |
Notes:
- All Other Compensation reflects 401(k) matching contributions; Bank matches up to 5% with two-year vesting on employer match .
Performance Compensation
Annual Incentive Compensation Plan (short-term cash)
| Component/Metric | Weighting (Points) | Target | Actual (2024) | Payout Mechanics | Payout ($) | Vesting/Payment |
|---|---|---|---|---|---|---|
| Financial performance (ROAE; Avg Assets Growth) | Up to 14.00 | Not disclosed | 14.00 points | Salary × (Points/100) | $73,479 | Paid Feb 2025; subject to clawback |
| Risk management (compliance, audits, safety/soundness) | Up to 9.00 | Not disclosed | 5.54 points | Salary × (Points/100) | Included above | Paid Feb 2025; subject to clawback |
| Total 2024 points | 23.00 max | — | 19.54 points | Salary × (19.54/100) | $73,479 | Paid Feb 2025; clawback applies |
- Plan has risk-failure override: zero payout if certain risk failures occur .
Long-Term Incentive Plan (Cash LTIP)
| Feature | Pre-9/10/2024 Awards | Post-9/10/2024 Awards |
|---|---|---|
| Vesting schedule | 7 years | 5 years |
| Award basis | Growth in retained earnings per share over vesting period | Same; equitable adjustments for corporate actions (e.g., recapitalization/IPO) |
| 2024 vested payout to Brough | $80,647 (from 2017 grant) | N/A |
| 2024 grants (count) | N/A | 4,884 awards after equitable adjustment reflecting share reclassification |
| Change-of-control vesting | Vests if, within 74 days post-CoC, termination without cause or base salary reduction from pre-CoC level | Double-trigger: fully vests if, on or within 24 months post-CoC, termination without cause or resignation after material salary reduction (procedural requirements apply) |
| Retirement/death/disability | Vests upon retirement at 65+ with tenure conditions (timing differs), or vest-and-pay within 74 days (death/disability) | Vests for awards granted ≥3 years prior to retirement; death/disability treatment as above |
Stock awards and options: The Company does not grant equity (RSUs/PSUs/options) to NEOs; none outstanding at FY2024 .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Class A shares owned | 1,252 |
| Class B shares owned (direct/joint) | 70,380 (14,280 direct; 56,100 co-owned with spouse) |
| Beneficial A-equivalent on full conversion | 71,632 |
| % of Class A outstanding (after conversion) | 2.25% |
| % of total voting power | 1.88% |
| Director stock ownership guideline | Minimum 2,000 shares (A or B); 3-year grace for new directors |
| Guideline compliance | Exceeds guideline given holdings |
| Hedging/derivatives | Prohibited by policy |
| Pledging/margin use | Prohibited; Company states no pledges by directors/executives as of proxy date |
Employment Terms
- No employment agreements; no severance plan/policies in place for NEOs .
- Annual bonus treatment:
- Retirement at 65+, death, or total disability: pro-rata bonus based on actual performance; other terminations: no bonus .
- If the Company/Bank is not the surviving entity in a merger/consolidation: plan frozen; bonuses determined based on results through the transaction date .
- Cash LTIP treatment:
- As summarized above; vesting on retirement/death/disability and double-trigger CoC for post-9/10/2024 grants .
- Clawback: Policy adopted Sept 2024; effective Oct 3, 2024; recovers erroneously awarded incentive-based compensation after accounting restatements (both Big R and Little r), covering the prior three completed fiscal years; no indemnification or insurance permitted to offset recovery .
Board Governance
- Role: CEO and director; not independent .
- Committees: Board committees are composed entirely of independent directors; Brough does not serve on Audit, Compensation, Risk, or Governance & Nominating committees .
- Board leadership: Chair and CEO roles separated (Chair: Peter G. Fitzgerald; CEO: John J. Brough II); no Lead Independent Director; independent directors hold regular executive sessions without management and rotate presiding director responsibilities .
- Attendance: 100% attendance at Board meetings in 2024 by all directors; monthly Bank board meetings also held .
- Director compensation: Employees do not receive board fees; no equity-based director pay; non-employee director compensation is cash-only .
Compensation Structure Analysis
- Mix and pay-for-performance: Brough’s compensation is entirely cash-based, with meaningful at-risk components tied to company-level outcomes—annual plan points (financial 14/14; risk 5.54/9 achieved for 2024) and multi-year Cash LTIP linked to retained earnings per share growth, supporting alignment with long-term value creation and prudent risk governance .
- Consultant usage: Compensation Committee did not engage a third-party compensation consultant in 2024; retains authority to do so .
- Risk controls: Explicit risk-failure gate in annual plan; clawback policy aligned with SEC/NYSE requirements; hedging/pledging prohibited .
Related Party Transactions
- Policy and oversight: Formal Related Party Transactions Policy with Audit Committee pre-approval; ordinary banking relationships for related persons conducted at market terms and compliant with Regulation O; no unfavorable features reported; aggregate related credit outstanding ≈$8.6M as of Dec 31, 2024 .
Equity Vesting Schedules and Potential Selling Pressure
- LTIP vesting cadence: 2017 awards vested and paid in 2024 ($80,647); 2024 awards granted and equitably adjusted post-IPO; five-year vesting implies next vest events annually on the fifth anniversary of grant plan years, which can create periodic cash distributions rather than share sales given cash LTIP design (no equity issuance) .
- Insider trading policy: Prohibits speculative trading, derivatives, and pledging; Company states no pledges by directors/executives, reducing forced-sale risk .
Director Compensation (for an executive-director)
- As an employee-director, Brough receives no director retainers or meeting fees; director compensation is cash-only for non-employee directors; no director equity grants .
Expertise & Qualifications
- Degrees: B.S. and M.B.A. Georgetown University; CPA license maintained 1999–2017; international study at Oxford .
- Industry involvement: VBA Board and Audit Committee; trustee roles; governance experience at educational institutions .
Investment Implications
- Alignment: Cash LTIP tied to retained earnings per share growth plus annual ROAE/asset growth-based bonus aligns CEO pay with profitability, capital formation, and risk outcomes; prohibition on hedging/pledging and existence of clawback strengthen alignment and reduce adverse trading signals .
- Retention risk: Absence of employment contract/severance is offset by multi-year LTIP structure and retirement/death/disability vesting provisions; double-trigger change-of-control protection for post-9/10/2024 awards balances retention with shareholder interests .
- Governance: Separate Chair/CEO roles and independent-only committees provide oversight, though lack of a Lead Independent Director places more emphasis on robust committee processes; Brough’s non-independence is mitigated by committee independence and executive sessions .
- Trading signals: No equity grants to NEOs and cash-only LTIP reduce equity overhang and insider selling pressures; beneficial ownership at ~2.25% (A-equivalent post-conversion) indicates material “skin in the game” for CEO without leverage via pledging .