Mark Martinelli
About Mark Martinelli
Independent director (age 65) serving since January 2024; Chair of the Audit Committee and member of the Risk Committee at Chain Bridge Bancorp, Inc. (CBNA). Credentials include CPA, CGMA, and CAMS; recognized by the Board as an “audit committee financial expert.” Education: B.S. in Accounting, St. John’s University. Attended the 2024 Annual Meeting and achieved 100% board meeting attendance in 2024 alongside all directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synchrony Financial | Executive Vice President & Chief Audit Executive | 2014–2022 | Led internal audit for a large U.S. private-label card issuer; frequent industry speaker on banking/auditing |
| HSBC North America/Republic New York Corporation | Senior Executive Vice President & Chief Auditor | 2010–2014 | Senior audit leadership across multiple HSBC entities |
| KPMG LLP | Financial Services Practice (Senior Manager) | ~9 years | External audit support across industries |
| CBNA Special Committee (independent, disinterested directors) | Member | 2024 | Evaluated dual-class reclassification ahead of IPO; met 12 times; contributed to governance structure design |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Baruch College – Stan Ross Accountancy Board | Board Member | Ongoing academic engagement in accountancy |
| St. John’s University – Dept. of Accounting & Taxation | Executive Advisory Board Member | Ongoing advisory role |
| Baruch College Fund | Vice Chair, Audit Committee | Governance/oversight responsibilities |
Board Governance
- Committee assignments: Audit Committee Chair; Risk Committee member; member of the Bank’s Information Technology Committee .
- Independence: Affirmatively determined independent under NYSE rules; Audit and Compensation Committees comprised entirely of independent directors .
- Attendance and engagement: Board held 4 regular and 4 special meetings in 2024; every director attended 100% of Board meetings and at least 75% of their committee meetings; Martinelli attended the 2024 Annual Meeting .
- Audit Committee cadence and role: Audit Committee required to meet at least 4 times; met 10 times in 2024; oversight of financial statements, internal control over financial reporting, and auditor independence; Martinelli designated “audit committee financial expert” .
- Executive sessions and leadership structure: No Lead Independent Director; independent directors meet in executive session with a rotating presiding director; Chairman and CEO roles are separated .
- Stock ownership guidelines: Non-employee directors must hold at least 2,000 shares; new directors have 3 years to comply; Martinelli holds 2,000 Class A shares, meeting guideline .
Fixed Compensation
| Component | 2024 Amounts (Cash) | 2025 Policy (Cash) |
|---|---|---|
| Company Board fees (per meeting) | $2,500 | $2,500 |
| Bank Board fees (per meeting) | $1,500 | $1,500 |
| Company Committee fees (per meeting) | $750 | $1,000 (increase of $250) |
| Audit Committee Chair annual retainer (Company) | $2,500 (implied 2024 chair stipends) | $5,000 (increase of $2,500) |
| Special Committee fees | $750 per meeting in 2024; Chair one-time $2,500 | Special Committee ended July 25, 2024 |
| Martinelli – 2024 cash totals | Company: $43,500; Bank: $31,000; Total: $74,500 | N/A |
CBNA does not grant equity-based compensation to directors; director compensation is cash-only (retainers and per-meeting fees, plus reimbursable expenses up to $5,000/year) .
Performance Compensation
| Metric | Status |
|---|---|
| Equity awards (RSUs/PSUs/Options) | None – CBNA provides no equity-based director compensation |
| Performance-linked bonuses for directors | None disclosed – director pay is fixed cash per meeting/retainer |
| Performance metrics (TSR/ROE/ESG) linked to director pay | None disclosed |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Chain Bridge Bancorp, Inc. | Independent Director; Audit Chair; Risk member | Current |
| Other public company boards | None disclosed in CBNA proxy | No public-company directorships listed beyond CBNA |
Expertise & Qualifications
- CPA, CGMA, CAMS; extensive bank auditing/accounting background; designated “audit committee financial expert” by CBNA .
- Senior audit leadership at Synchrony and HSBC; early career at KPMG; active in academic governance (Baruch, St. John’s) .
- Skills reflected in Board matrix: audit/accounting, risk management, technology/cybersecurity, public company governance and reporting .
Equity Ownership
| Metric | Apr 21, 2025 (Record Date) | Nov 7, 2025 (Post-Form 4) |
|---|---|---|
| Class A shares beneficially owned | 2,000 (<1% of Class A) | 2,170 (after conversion) |
| Class B shares beneficially owned | 170 (<1%) | 0 (converted) |
| Ownership guidelines compliance (≥2,000 shares) | Meets requirement (2,000 shares) | Meets requirement (2,170 shares) |
| Hedging/pledging of CBNA shares | Prohibited; none known pledged or hedged |
Insider Trades (Form 4):
- 11/07/2025: Code C (conversion) of 170 shares at $29.93; post-transaction Class A position 2,170 shares; filed by attorney-in-fact; subsequent amendments filed 11/12/2025 .
Governance Assessment
- Strengths: Independent director with deep audit/risk expertise; designated “audit committee financial expert”; chairs an Audit Committee that met 10 times in 2024 (high oversight cadence); 100% Board attendance; meets stock ownership guideline; hedging/pledging prohibited and none reported .
- Alignment and incentives: Director pay is cash-only with no equity grants, reducing pay complexity and repricing risk; 2,000-share ownership guideline provides baseline alignment .
- Engagement in conflict-mitigation: Served on 2024 Special Committee of independent, disinterested directors to evaluate dual-class reclassification tied to IPO, supporting governance process integrity .
- Potential risks: Dual-class/voting concentration among the Fitzgerald family (majority of combined voting power) can constrain minority stockholder influence; Board does not designate a Lead Independent Director (mitigated in part by executive sessions) .
- Related-party exposure: Proxy reports ordinary-course banking relationships with related persons conducted on market terms; ~$8.6 million aggregate credit outstanding to related persons at 12/31/2024; no Martinelli-specific related-party transaction disclosures .
Overall signal: Martinelli’s profile (audit/risk leadership, financial expert designation, committee chairmanship, and attendance) supports investor confidence in financial reporting oversight; dual-class concentration and absence of a Lead Independent Director are structural governance considerations to monitor .