Michelle L. Korsmo
About Michelle L. Korsmo
Independent director (age 53) of Chain Bridge Bancorp, Inc. (CBNA) and Chain Bridge Bank, N.A.; Bank board member since November 2019 and Company board member since October 2022. She chairs the Governance & Nominating Committee and serves on the Compensation Committee. Professional background includes leading national trade associations, government affairs, and corporate governance; currently President & CEO of the National Restaurant Association and CEO of the National Restaurant Association Educational Foundation. The Board affirms her independence under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wine & Spirits Wholesalers of America | President & CEO | Sep 2018 – May 2022 | Led national wholesale tier association; governance and industry advocacy |
| American Land Title Association (ALTA) | Head of ALTA (CEO-equivalent) | 7 years (dates not specified) | Led national trade association for real estate settlement services; industry governance |
| Americans for Prosperity Foundation | Executive Vice President | Not disclosed | Policy and organizational leadership |
| U.S. Department of Labor | Deputy Chief of Staff | Not disclosed | Federal government management and policy execution |
External Roles
| Organization | Role | Tenure | Committee/Position |
|---|---|---|---|
| National Restaurant Association | President & CEO | Since May 2022 | Chief executive; industry leadership |
| National Restaurant Association Educational Foundation | CEO | Since May 2022 | Chief executive; workforce development |
| Sterling Multifamily Trust | Trustee | Since 2017 | Chair, Governance & Nominating Committee |
| Bryce Harlow Foundation | Board Member | Not disclosed | Board director |
Board Governance
- Committee assignments: Chair, Governance & Nominating; Member, Compensation. Governance & Nominating met 4 times in 2024; Compensation met 4 times.
- Independence: Board determined Ms. Korsmo is independent under NYSE listing standards; all Compensation Committee members are independent under SEC and NYSE rules.
- Attendance: 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.
- Ownership policy: Non-employee directors must own at least 2,000 shares (Class A, Class B, or combination) with a 3-year grace period for new directors.
- Executive sessions: Non-management directors meet periodically in executive session; presiding director rotates. No Lead Independent Director.
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Company fees earned (cash) | $28,500 | Per-meeting fees and committee service |
| Bank fees earned (cash) | $25,000 | Per-meeting fees and committee service |
| Total director cash compensation | $53,500 | Sum of Company + Bank fees |
| Equity compensation | $0 | No equity-based pay for any directors |
2025 Company fee schedule relevant to her roles:
- Committee meeting fee: $1,000 per meeting (Company) [+$250 vs. 2024]
- Governance & Nominating Committee Chair retainer: $2,500 (annual)
- Bank committee chair retainer: $2,500 (annual); Bank committee meeting fee: $750
- Bank non-employee director retainer: $10,000 (paid quarterly); Company Board meeting fee: $2,500
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based pay | None; director compensation is cash retainers and meeting fees only |
| Stock/Option awards | None granted to directors |
| Performance metrics tied to pay | Not applicable for directors |
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Sterling Multifamily Trust | Trust/REIT (not specified in filing) | Trustee; Chair of Governance & Nominating | Cross-board governance role; no related-party transactions disclosed with CBNA |
| National Restaurant Association | Trade association | President & CEO | Industry expertise; another CBNA director (Benita Thompson-Byas) is SVP at Thompson Hospitality (food service); monitor for any future RPTs (none disclosed) |
Expertise & Qualifications
- Governance and leadership: Extensive experience as CEO of national associations; chairs CBNA Governance & Nominating.
- Regulatory and government affairs; public relations/crisis management: Identified in the Board’s skills matrix for director competencies.
- Compensation oversight: Member of CBNA Compensation Committee.
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Class A common stock | 626 | <1% | Direct/indirect per table |
| Class B common stock | 3,400 | <1% | Convertible 1:1 into Class A; <1% after assumed conversion |
| Total voting power | — | <1% | Class B carries 10 votes/share; aggregate still <1% for Ms. Korsmo |
| Ownership guideline compliance | 4,026 total shares vs. 2,000 minimum | Meets | Non-employee director stock ownership policy |
| Pledging/Hedging | None known; prohibited by policy | — | Company policy prohibits pledging/hedging; none held under pledge/hedge as of filing |
Governance Assessment
- Strengths: Independent director with deep governance expertise; chairs Governance & Nominating (overseeing board composition, succession planning, and director compensation), and serves on Compensation—strong engagement (100% Board meeting attendance; active committee participation).
- Alignment: Cash-only director pay reduces pay-for-performance distortion; ownership guideline requires minimum shareholding and Ms. Korsmo exceeds it (4,026 shares). No equity awards or options; pledging/hedging prohibited.
- Potential conflicts: No related-party transactions disclosed involving Ms. Korsmo. CBNA reports ordinary-course banking relationships with insiders totaling ~$8.6 million, conducted on market terms; Audit Committee oversight for RPTs in place.
- Structural risk (Board-level): Dual-class capital structure concentrates voting power with the Fitzgerald Family (majority of combined voting power), though the Board affirms independence of committee members and holds executive sessions without management. Maintain focus on independent committee leadership (including Ms. Korsmo) to mitigate control-risk perception.
RED FLAGS to monitor: Dual-class concentration; any future related-party transactions involving food-service sector ties (given NRA leadership and another director’s role at Thompson Hospitality)—none disclosed currently.