Leigh-Alexandra Basha
About Leigh-Alexandra Basha
Leigh-Alexandra Basha, 65, is an independent director of Chain Bridge Bancorp, Inc. (CBNA) and Chain Bridge Bank, N.A., serving since February 2024. She is a partner at McDermott Will & Emery LLP, where she leads the Private Client Practice Group in Washington, D.C., with specialization in international estate and tax planning; previously, she was a partner at Holland & Knight for a decade, chaired its International Private Wealth Services practice, taught as an adjunct professor at American University Washington College of Law, and authored/edited leading works including “A Guide to International Estate Planning: Drafting, Compliance, and Administration Strategies, Second Edition.” She holds an A.B. from Georgetown University, a J.D. from American University Washington College of Law, and an LL.M. from Georgetown University Law Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDermott Will & Emery LLP | Partner; Leader, Private Client Practice (Washington, D.C.) | Since 2015 | Leads international estate/tax practice; family wealth, succession, compliance focus |
| Holland & Knight LLP | Partner; Chair, International Private Wealth Services | ~10 years prior to 2015 (as disclosed) | Built/led international private wealth services practice |
| American University Washington College of Law | Adjunct Professor (Wills, Trusts, Estates) | Not disclosed | Legal education and curriculum contribution |
| Publications | Author/Editor | Ongoing | “A Guide to International Estate Planning: Drafting, Compliance, and Administration Strategies, 2nd Ed.” |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hopecam | Director | Not disclosed | Non-profit board role |
| Greendale Estates, Inc. | Director | Not disclosed | Corporate board role (not disclosed as a public company) |
Board Governance
- Independence: The Board determined Basha is independent under NYSE listing standards; all Compensation Committee members (including Basha) are independent under SEC and NYSE rules .
- Committees and chair roles: Member, Compensation Committee (Company); Chair, Trust Oversight Committee (Bank) .
- Attendance and engagement: In 2024, the Board held 4 regular and 4 special meetings; each director attended 100% of Board meetings and at least 75% of their committee meetings. Basha attended the 2024 Annual Meeting alongside other directors .
- Lead Independent Director: The Board does not designate a Lead Independent Director; independent directors hold periodic executive sessions without management and select a rotating presiding director for each session .
- Director ownership guideline: Non-employee directors must own at least 2,000 CBNA shares (Class A and/or B) with a 3-year grace period for new directors to comply .
Fixed Compensation
- Structure (2024): No Company board retainer; Company board meeting fee $2,500 per meeting; Bank director retainer $10,000 (paid $2,500 quarterly); Bank board meeting fee $1,500 per meeting; Company/Bank committee meeting fee $750; Committee chair stipend $2,500; no equity compensation for directors; directors who are employees receive no board compensation .
- 2025 updates (Company): Committee meeting fee increased to $1,000; Audit Chair retainer increased to $5,000; other chair stipends unchanged .
- Reimbursements: Up to $5,000 per year for reasonable Board-service expenses (adopted with 2025 fee schedule) .
| 2024 Director Compensation (Cash Only) | Amount ($) |
|---|---|
| Company fees earned or paid in cash (Basha) | 19,750 |
| Bank fees earned or paid in cash (Basha) | 32,000 |
| Total | 51,750 |
| Note | Pursuant to an agreement, Basha’s cash compensation was paid directly to McDermott Will & Emery LLP |
Performance Compensation
| Incentive Element | Detail |
|---|---|
| Equity awards (RSUs/PSUs/options) | None; CBNA provides no equity-based compensation to directors |
| Performance cash incentives | None disclosed for directors; director compensation is retainer/meeting-fee based |
| Clawback applicability | CBNA maintains an incentive compensation clawback policy for executive officers (SEC Rule 10D-1 compliance); not applicable to director retainers/fees |
Other Directorships & Interlocks
| Company | Public Company? | Role | Committee Roles |
|---|---|---|---|
| Hopecam | Not disclosed as public | Director | Not disclosed |
| Greendale Estates, Inc. | Not disclosed as public | Director | Not disclosed |
No other public company directorships are disclosed for Basha in the latest proxy .
Expertise & Qualifications
- Trusts, estates, and international tax planning; family wealth and succession planning; compliance and cross-border issues .
- Legal credentials (J.D., LL.M.) and leadership of a major law firm’s private client practice .
- Teaching and authorship in estate planning, reinforcing technical depth relevant to CBNA’s trust and wealth oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned | 170 shares of Class B common stock (convertible 1:1 into Class A) |
| Voting power | <1% of total voting power (per table and footnote) |
| Ownership guideline | Minimum 2,000 shares; 3-year compliance grace for new directors |
| Compliance status | In progress; Basha joined Feb 2024, implying grace period until Feb 2027 |
| Pledged or hedged shares | Company policy prohibits hedging and pledging; none of the directors/officers have pledged or hedged CBNA securities to the Company’s knowledge |
Governance Assessment
- Board effectiveness and fit-for-purpose skills: Basha adds specialized trusts/estate and international tax expertise, congruent with CBNA’s Trust & Wealth operations. Her Bank-level role as Chair of the Trust Oversight Committee and Company Compensation Committee membership suggest active engagement on fiduciary and pay governance issues .
- Independence and attendance: She is an NYSE-qualified independent director; Compensation Committee is fully independent; 2024 attendance was exemplary (100% Board; ≥75% committees) with Annual Meeting participation—favorable signals for board diligence .
- Pay/ownership alignment: CBNA provides cash-only director compensation and no equity to directors; Basha received $51,750 in 2024. Her current ownership (170 Class B shares) is below the 2,000-share guideline but within the 3-year grace period through Feb 2027—reasonable for a recent appointee yet worth monitoring for timely compliance .
- Conflicts and related-party exposure: Her director cash fees were remitted to McDermott Will & Emery LLP under an agreement—this is a common arrangement, but investors should monitor for any legal services provided to CBNA that could constitute related-party transactions. The proxy discloses a formal Related Party Transactions Policy with Audit Committee review for covered transactions and describes ordinary-course banking relationships with related persons on market terms; no Basha-specific related-party transactions are disclosed .
- Compensation governance context: The Compensation Committee (of which Basha is a member) did not employ a third-party compensation consultant in 2024 but has authority to retain advisors; scope includes executive compensation oversight, HCM policies, and incentive plan governance, indicating robust remit despite the small-company context .
- Risk indicators: Hedging/pledging of CBNA stock is prohibited and none is reported; no equity award repricing or option practices at the director level; attendance and independence disclosures are strong. Broader control considerations (e.g., concentrated Class B voting within the Fitzgerald family) remain at the company level, not specific to Basha’s conduct, but are part of the governance backdrop for investors .
RED FLAGS / MONITOR
- Ownership alignment: Currently below the 2,000-share guideline; within grace period—monitor for compliance by Feb 2027 .
- Potential appearance of conflict: Director cash fees paid to her law firm; no related-party legal services disclosed—monitor future filings for any engagements with McDermott Will & Emery LLP and ensure Audit Committee review if applicable .