Paul W. Leavitt
About Paul W. Leavitt
Independent director of Chain Bridge Bancorp, Inc. (CBNA) and Chain Bridge Bank, N.A.; age 75; CBNA board member since December 2016 and Bank board member since January 2018. Professional background in journalism and communications with a 21‑year editorial career at USA Today culminating as Washington News Editor; Trustee of Drake University since September 2001 and chairs its Endowment Investment Committee; studied journalism at Drake University and Russian at Moscow State University. The Board affirmed his independence under NYSE rules and unanimously waived CBNA’s mandatory retirement age in April 2025 to retain his institutional knowledge post‑director retirements.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USA Today | Washington News Editor; prior editorial capacities | 21 years; retired in 2008 | Senior editorial leadership shaping national coverage; communications expertise relevant to board oversight |
| Chain Bridge Bancorp, Inc. | Director | Dec 2016–present | Audit Committee member; Compensation Committee member |
| Chain Bridge Bank, N.A. | Director | Jan 2018–present | Loan Committee member (Bank) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Drake University | Trustee; Chair, Endowment Investment Committee | Since Sep 2001 | Oversees endowment investments; governance and fiduciary oversight |
| Mill Reef Club, Ltd. | Governor; Vice President | Not disclosed | Club governance; operational oversight |
| Mill Reef Properties, Ltd. | Director | Not disclosed | Property oversight and governance |
Board Governance
- Committee assignments: Member, Audit Committee; Member, Compensation Committee (CBNA); Member, Loan Committee (Bank).
- Special Committee (2024): Chair of independent special committee evaluating capital reclassification and dual‑class structure; committee met 12 times and was disbanded after mandate completion.
- Independence: Board determined Leavitt is independent under NYSE standards; all Audit and Compensation Committee members are independent; Audit members also meet Rule 10A‑3 independence requirements.
- Attendance: In 2024, the Board held 4 regular and 4 special meetings; each director attended 100% of Board meetings and ≥75% of their committee meetings; directors (including Leavitt) attended the 2024 Annual Meeting.
- Retirement age waiver: Mandatory retirement age of 75 waived for Leavitt on April 15, 2025 due to his institutional knowledge and shareholder interests.
- Election results (June 18, 2025): Leavitt received 30,641,445.41 “For”, 122,827 “Against”, 0 “Abstain”, 623,333.59 broker non‑votes.
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Company fees earned or paid in cash | 41,250 | $2,500 per CBNA Board meeting; $750 per committee meeting; included Special Committee fees ($750/meeting) |
| Bank fees earned or paid in cash | 36,800 | $10,000 annual Bank retainer; $1,500 per Bank Board meeting; $750 per committee meeting |
| Total cash | 78,050 | No equity-based compensation to directors |
Director fee schedule adopted for 2025 (selected items):
| Item | 2025 Fee ($) | Change vs 2024 |
|---|---|---|
| CBNA Board meeting (per meeting) | 2,500 | No change |
| CBNA committee meeting (per meeting) | 1,000 | +$250 |
| Audit Committee Chair (annual) | 5,000 | +$2,500 |
| Compensation/Risk/Governance Chair (annual) | 2,500 each | No change |
| Bank non‑employee director retainer | 10,000 | No change |
| Bank Board meeting (per meeting) | 1,500 | No change |
| Bank committee meeting (per meeting) | 750 | No change |
| Committee Chair (Bank) (annual) | 2,500 | No change |
| Expense reimbursement cap | Up to 5,000 per year | New policy |
Performance Compensation
| Metric | Disclosure | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs/DSUs) | None | CBNA does not grant equity to directors |
| Option awards | None | No stock options for directors |
| Meeting fees/retainers tied to performance metrics | None disclosed | Director pay is cash-based; not performance‑linked |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | Not disclosed for Leavitt in CBNA 2025 proxy |
| Notable external boards | Drake University Trustee (Chair of Endowment Investment Committee); Mill Reef Club, Ltd.; Mill Reef Properties, Ltd. |
| Potential interlocks/conflicts | No public company interlocks disclosed; familial relationships on Board pertain to Fitzgerald family members, not Leavitt. |
Expertise & Qualifications
- Communications and media leadership from a national newsroom; strengthens crisis communications and stakeholder engagement capabilities.
- Investment oversight experience as chair of a university endowment committee; relevant to risk and capital allocation governance.
- Service on Audit and Compensation Committees indicates financial literacy and human capital oversight engagement.
Equity Ownership
| Holder | Class A Shares | Class B Shares | Total Voting Power (%) | Notes |
|---|---|---|---|---|
| Paul W. Leavitt (direct) | 1,196 | 70,550 | 2.11% | Voting power reflects 10 votes per Class B share and 1 vote per Class A share |
| Spouse (indirect) | — | 8,500 | Included in totals above | Beneficially owned via spouse; counted in footnote aggregation |
| Assumed full conversion to Class A | 80,246 | — | 2.51% of Class A outstanding (post‑conversion scenario) | Scenario calculation per proxy footnote |
Stock ownership policy: Non‑employee directors must own at least 2,000 shares (Class A, Class B, or combination); new directors have three years to comply.
Hedging/pledging: Hedging, short‑selling, margin, and pledging CBNA securities are prohibited; as of proxy date, none of CBNA’s directors or executive officers had pledged or hedged CBNA securities.
Governance Assessment
- Independence and committee effectiveness: Leavitt is NYSE‑independent and serves on fully independent Audit and Compensation Committees, supporting robust financial reporting and pay oversight; Audit members meet Rule 10A‑3 standards.
- Engagement signal: 100% Board meeting attendance in 2024 and participation in the 2024 Annual Meeting indicate strong engagement; committee attendance ≥75% supports diligence.
- Ownership alignment: Material beneficial ownership with 2.11% total voting power and 80,246 Class A equivalent in conversion scenario provides “skin in the game”; director stock ownership policy reinforces alignment; hedging/pledging prohibitions reduce misalignment risk.
- Special Committee leadership: Chairing the independent special committee on capital reclassification (dual‑class) is a positive governance signal demonstrating willingness to lead on complex, conflict‑sensitive matters.
- RED FLAGS and mitigants:
- Mandatory retirement waiver at age 75 could raise succession planning questions; Board documented rationale and recent addition of four new directors as mitigant.
- Dual‑class voting and concentrated family voting power are structural governance risks; however, Leavitt is not part of the Fitzgerald family, and the special committee process (with Leavitt as Chair) was used to evaluate the structure.
- Related‑party transactions policy and Audit Committee review of any covered transactions provide safeguards; aggregate related‑party credit exposure ($8.6 million) is reported as arms‑length and performing.