Michael J. Conover
About Michael J. Conover
Independent director (age 66) serving since January 2024 at Chain Bridge Bancorp, Inc. and Chain Bridge Bank, N.A.; Chair of the Risk Committee and member of the Audit Committee. Former KPMG LLP (U.S.) Partner for 20+ years (retired 2020), Senior Advisor to KPMG LLP (Canada) through September 30, 2024; currently Managing Director at Soundview Partners LLC. Education: B.S. in Finance (Ithaca College) and IMD Global Lead Partner Leadership Program; Trustee, Ithaca College Board of Trustees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP (U.S.) | Partner (Financial Services) | 20+ years; retired 2020 | Established U.S. Financial Risk Management practice; led Global Capital Markets sector; Global Lead Partner to major banks |
| KPMG LLP (Canada) | Senior Advisor | Through 09-30-2024 | Advisory to financial services mandates |
| Soundview Partners LLC | Managing Director | Since June 2021 | Management consulting; financial services focus |
| The Secura Group | Managing Director | Prior to KPMG | Financial consulting and risk management |
| Ryan, Beck & Co. | Positions in banking | Not disclosed | Bank M&A, capital-raising assignments |
| Drexel Burnham Lambert | Positions in banking | Not disclosed | Bank M&A, capital-raising assignments |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ithaca College | Trustee | Current | Board governance; institutional oversight |
| Soundview Partners LLC | Managing Director | Since Jun-2021 | Advisory leadership |
Board Governance
- Independence: Affirmatively determined independent under NYSE standards .
- Committee leadership: Chair, Risk Committee; Member, Audit Committee; Member, Bank Asset-Liability Committee .
- Special Committee service: Member of 2024 independent Special Committee (unaffiliated with Fitzgerald Family) on capital structure reclassification .
- Attendance: 100% of Board’s regular and special meetings in 2024; ≥75% of committee meetings on which he served; attended 2024 Annual Meeting .
- Executive sessions: Independent directors meet in periodic executive sessions; presiding director rotates .
- Non-Employee Director Stock Ownership Policy: Minimum 2,000 shares (Class A and/or B), with 3-year compliance window for new directors .
| Committee | Role | Meeting cadence |
|---|---|---|
| Risk (Company) | Chair | At least quarterly |
| Audit (Company) | Member | 10 meetings in 2024 |
| Asset-Liability (Bank) | Member | Board meets monthly; ALCO oversight continuous |
Governance context: Dual-class structure with Class B super-voting stock; Fitzgerald Family aggregates 61.70% of total voting power, which can constrain minority stockholder influence despite independent committee leadership .
Fixed Compensation
| Year | Company Fees ($) | Bank Fees ($) | Total ($) |
|---|---|---|---|
| 2024 | 43,500 | 30,250 | 73,750 |
2025 Board & Committee fee schedule (relevant to Conover):
- Company committee meeting fee: $1,000 (+$250 vs. 2024)
- Risk Committee Chair (Company) annual retainer: $2,500 (unchanged)
- Company Board meeting fee: $2,500 (unchanged)
- Bank non-employee director retainer: $10,000 (unchanged)
- Bank committee meeting fee: $750 (unchanged)
No equity-based director compensation is provided; directors who are employees do not receive board pay .
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Equity awards to directors (RSUs/PSUs/options) | None | Company does not grant equity compensation to directors |
| Cash incentives to directors | None | Director pay is retainer/meeting fees only |
| Clawback policy applicability | N/A to director pay | Clawback policy covers incentive-based executive compensation under SEC Rule 10D-1/NYSE listing standards |
Other Directorships & Interlocks
| Category | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | Not disclosed in proxy – |
| Nonprofit/academic | Ithaca College | Trustee | Current |
No disclosed interlocks with CBNA customers/suppliers/competitors beyond ordinary-course banking relationships subject to Regulation O and Related Party Transactions Policy oversight .
Expertise & Qualifications
- Financial risk management and capital markets leadership (built KPMG FRM practice; led Global Capital Markets across Audit, Tax, Advisory) .
- Enterprise risk oversight experience; currently chairs CBNA Risk Committee and serves on Audit (co-signer of Audit Committee Report) .
- Banking M&A and capital-raising background (Ryan Beck & Co.; Drexel Burnham Lambert) .
- Governance engagement via independent Special Committee on capital structure .
- Academic board oversight (Ithaca College) .
Equity Ownership
| Security class | Shares beneficially owned | % of class | Voting power impact |
|---|---|---|---|
| Class A common | 3,250 | <1% | One vote per share |
| Class B common | 170 | <1% | Ten votes per share |
- Ownership guideline compliance: Yes (owns ≥2,000 shares across classes; guideline requires 2,000 shares) .
- Hedging/pledging: Prohibited by Insider Trading Policy; company states no directors/officers have pledged or hedged CBNA stock as of proxy date .
Governance Assessment
- Strengths: Deep financial risk and capital markets expertise; independent chair of Risk Committee; active Audit Committee member; perfect board attendance; service on independent Special Committee indicates willingness to address control/governance structure issues .
- Alignment: No equity-based director pay may limit direct TSR alignment, but mandatory ownership policy and Conover’s holdings mitigate; cash compensation levels appropriate for workload (Audit/Risk/ALCO) .
- Conflicts: No related-party transactions disclosed specific to Conover; Insider Trading Policy bans hedging/pledging; auditor independence maintained (YHB; no KPMG relationship) .
- Risk/RED FLAGS: Dual-class super-voting concentrated with Fitzgerald Family (aggregate 61.70% voting power) may constrain minority rights; absence of a Lead Independent Director partially offset by periodic executive sessions of independent directors .