Joseph M. Fitzgerald
About Joseph M. Fitzgerald
Independent director of Chain Bridge Bancorp, Inc. (CBNA) and Chain Bridge Bank, N.A.; age 72; Bank director since founding in 2007, Company director since October 2022. Former OCC National Bank Examiner and Secura Group managing director; president of Fitzgerald Financial LLC since 2005, specializing in global risk management for financial institutions. Education: University of Notre Dame; Darden School of International Banking (University of Virginia); Certificate of Accountancy from University of Pittsburgh .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fitzgerald Financial LLC | President | Since Jan 2005 | Provides risk management and regulatory consulting to financial institutions worldwide . |
| The Secura Group | Managing Director, Global Credit Services | 18+ years (prior to 2005) | Led global credit services; extensive risk management assignments . |
| Office of the Comptroller of the Currency (OCC) | National Bank Examiner | Early career | Represented OCC on Basel Committee subgroups for off-balance-sheet and interest rate risk; instructor at OCC and FFIEC schools . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Joseph M. Fitzgerald . |
Board Governance
- Independence: Board affirmatively determined Joseph M. Fitzgerald is independent under NYSE rules; explicitly “no relationship to the Fitzgerald family” .
- Committee assignments (Company): Audit Committee member; Risk Committee member .
- Bank committees: Chair, Loan Committee; Member, Asset-Liability Committee .
- Special Committee: Member of independent Special Committee in 2024 evaluating dual-class reclassification; 12 meetings; chair was Paul Leavitt .
- Attendance: In 2024, each director attended 100% of Board regular and special meetings; all directors attended ≥75% of their committee meetings .
- Executive sessions: Non-management directors meet in regular executive sessions with rotating presiding director; no Lead Independent Director designated .
Shareholder Support – 2025 Election
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Joseph M. Fitzgerald | 30,708,550.41 | 21,722.00 | 34,000.00 | 623,333.59 |
Fixed Compensation
| Year/Type | Company Fees ($) | Bank Fees ($) | Total ($) |
|---|---|---|---|
| 2024 Non-Employee Director Compensation | 41,000 | 39,300 | 80,300 |
| 2025 Director Fee Schedule (Company) | 2025 Rate ($) | Change vs 2024 |
|---|---|---|
| Board meeting fee (per meeting) | 2,500 | — |
| Committee meeting fee (per meeting) | 1,000 | +$250 |
| Audit Committee Chair retainer (annual) | 5,000 | +$2,500 |
| Compensation/Risk/G&N Chair retainer (annual) | 2,500 | — |
| 2025 Director Fee Schedule (Bank) | 2025 Rate ($) | Change vs 2024 |
|---|---|---|
| Non-employee director retainer (annual; $2,500 quarterly) | 10,000 | — |
| Board meeting fee (per meeting) | 1,500 | — |
| Committee meeting fee (per meeting) | 750 | — |
| Committee Chair retainer (annual) | 2,500 | — |
- Reimbursements: Up to $5,000 per year for reasonable Board-service expenses .
Performance Compensation
| Component | Structure | Metrics | Notes |
|---|---|---|---|
| Equity-based director compensation | None | — | Company states directors receive no equity-based compensation . |
| Performance- or option-based awards | None | — | No RSUs/PSUs/options for directors disclosed . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed . |
| Prior public company boards | None disclosed . |
| Non-profit/academic boards | Not disclosed for Joseph M. Fitzgerald . |
| Interlocks with competitors/suppliers/customers | None disclosed for Joseph M. Fitzgerald; Company notes ordinary banking relationships for certain related persons on market terms . |
Expertise & Qualifications
- Financial risk management and bank supervision/regulation; OCC Basel subgroups and FFIEC instructor .
- Audit and risk oversight (Company Audit and Risk Committees; Audit Committee met 10 times in 2024) .
- Education: University of Notre Dame; Darden School of International Banking; Certificate of Accountancy (University of Pittsburgh) .
Equity Ownership
| Security Class | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 1,252 | <1% (*) | |
| Class B Common Stock | 27,880 | <1% (*) | |
| Voting power (combined) | — | <1% (*) | Class B carries 10 votes per share; A carries 1; combined voting power percentages for Joseph reported as “*” (<1%) . |
| Convertibility | — | — | Class B convertible 1:1 into Class A at holder’s option . |
| Ownership Guidelines | Requirement | Joseph M. Fitzgerald Status |
|---|---|---|
| Non-Employee Director Stock Ownership Policy | 2,000 shares (Class A and/or B) | 1,252 Class A + 27,880 Class B; meets/exceeds guideline . |
- Hedging/Pledging: Company insider trading policy prohibits hedging and pledging; as of the proxy date, no director/officer holds pledged or hedged Chain Bridge securities .
Governance Assessment
- Board effectiveness: Joseph’s deep OCC and credit risk background aligns with his Audit and Risk Committee roles; active participation evidenced by service on the 2024 Special Committee for capital structure reclassification .
- Independence and engagement: Explicit independence determination; “no relation” to controlling family; full Board meeting attendance and strong shareholder support in 2025 vote .
- Alignment: Directors receive only cash fees (no equity grants), but mandatory stock ownership policy (2,000 shares) and Joseph’s holdings support baseline alignment; absence of director equity can reduce long-term pay-for-performance linkage .
- Conflicts/related party exposure: Company operates a dual-class structure where Class B represents 91.69% of voting power; majority of combined voting power controlled by Fitzgerald Family—while Joseph is independent, this structure is a governance risk for minority holders; ordinary-course related person lending totaled ~$8.6 million, on market terms and subject to Regulation O and audit review .
- RED FLAGS:
- Dual-class voting concentration (Class B = 10 votes/share; 91.69% voting power) increases entrenchment risk and can weaken minority shareholder influence .
- No Lead Independent Director; oversight relies on rotating presiding director in executive sessions .
- Director compensation lacks performance-linked equity; mitigated partially by ownership guidelines .