Peter G. Fitzgerald
About Peter G. Fitzgerald
Peter G. Fitzgerald, J.D., age 64, is Chairman of Chain Bridge Bancorp, Inc. and of Chain Bridge Bank, N.A., roles he has held since the Company’s incorporation in May 2006 and the Bank’s launch in August 2007; Chairman is a corporate officer under the bylaws and he is not an independent director . His background spans banking, law, and public service: associate at Isham, Lincoln & Beale; banking law at Riordan, Larson, Bruckert & Moore; General Counsel of Suburban Bancorp, Inc. (Jan 1993–Oct 1, 1994); legal role at Harris Bankmont, Inc. through 1996; Illinois State Senator (1993–1998); U.S. Senator (1999–2005). Education: A.B. cum laude from Dartmouth, Rotary Scholar at Aristotelian University of Thessaloniki, and J.D. from University of Michigan Law School . CBNA’s executive bonus plan ties pay to financial performance (return on average equity, growth in average assets) and risk management; 2024 earned 19.54 of 23 points, reflecting a balanced emphasis on ROAE/asset growth and compliance/safety outcomes .
CBNA recent financials:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $3.281M* | $8.580M |
| Net Income ($USD) | $8.831M* | $20.949M |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Isham, Lincoln & Beale (Chicago) | Associate | Not disclosed | Early legal training |
| Riordan, Larson, Bruckert & Moore | Banking law attorney | Not disclosed | Banking law expertise |
| Suburban Bancorp, Inc. | General Counsel | Jan 1993–Oct 1, 1994 | Oversaw legal affairs for 13 banks and nonbank subs |
| Harris Bankmont, Inc. (BMO affiliate) | Legal capacity | Oct 1994–1996 | Post-merger legal role |
| Multiple national/state-chartered banks | Director | 1988–1998 | Board governance experience |
| Illinois State Senate | Senator | 1993–1998 | Legislative/public policy experience |
| U.S. Senate (Illinois) | Senator | 1999–2005 | Federal oversight, regulatory perspective |
External Roles
| Organization | Role | Years | Note |
|---|---|---|---|
| Aristotelian University of Thessaloniki | Rotary Scholar (Modern Greek) | Not disclosed | Academic distinction |
| Dartmouth College | A.B., highest distinction in Latin & Greek | Not disclosed | Perkins Literature Prize co-recipient |
| University of Michigan Law School | J.D. | Not disclosed | Legal credential |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base salary | $294,008 | $310,290 |
| Annual bonus (paid following year) | $44,579 | $60,631 (paid Feb 2025) |
| All other comp (401k match) | $15,040 | $17,250 |
| Total | $353,627 | $388,171 |
Notes:
- Director fees: non-employee directors only; employees do not receive Board compensation. Chairman Board retainer is $0; per-meeting fees apply to directors, not employees .
Performance Compensation
| Incentive plan | Metric | Weight/avail. | Target | Actual | Payout mechanics | 2024 payout |
|---|---|---|---|---|---|---|
| Short-term Incentive Compensation Plan | Financial performance: ROAE; growth in average assets | Up to 14 points | Not disclosed | Points achieved contribute to total | Bonus = base salary × (total points/100) | $60,631 (19.54 total points achieved) |
| Short-term Incentive Compensation Plan | Risk performance: compliance, safety/soundness, audits, etc. | Up to 9 points | Not disclosed | Points achieved contribute to total | Bonus = base salary × (total points/100) | Included in above (total 19.54 points) |
| Long-term Cash Incentive Plan (LTIP) | Retained earnings per share growth over 5 years (prev. 7 yrs) | N/A | N/A | N/A | Cash payout formula based on retained earnings and dividends per share | Peter G. Fitzgerald does not hold LTIP awards |
Other:
- 2024 plan achieved 19.54 points: 14.00 financial, 5.54 risk; certain risk failures zero out payouts; Board has final approval; bonuses subject to clawback policy .
Equity Ownership & Alignment
| Holder | Class A | Class B | % of Class B | % total voting power | Notes |
|---|---|---|---|---|---|
| Peter G. Fitzgerald | – | 1,027,820 | 29.86% | 27.38% | Direct 229,500; spouse 68,000; trusts: Everglades 444,550 (adviser), JBF 2013 103,190 (trustee), Fitzgerald 2002 Special 103,020 (co-trustee), GFF Family 79,560 (co-trustee); disclaims beneficial ownership except pecuniary interest |
| Convertible pro forma | 1,027,820 Class A (if converted) | – | – | – | Represents 24.78% of outstanding Class A after conversion (no other conversions assumed) |
Policies and alignment:
- Hedging/derivatives and pledging are prohibited; to Company’s knowledge, no director/executive securities are hedged or pledged .
- Non-employee director stock ownership policy: minimum 2,000 Company shares within 3 years of appointment; Peter, as an employee officer, is not in the non-employee category .
- No equity compensation program (no RSUs/PSUs/options) for Named Executive Officers; outstanding equity awards: none .
Liquidity and trading overhang:
- IPO-related lock-ups expired April 1, 2025; no shares subject to contractual transfer restrictions as of record date (Class B remains restricted under Rule 144) .
Employment Terms
| Term | Provision |
|---|---|
| Employment agreements | None; the Company does not maintain employment agreements with Named Executive Officers |
| Severance | No severance plans, programs, or policies in place |
| Annual bonus (on termination) | Retirement at/after age 65, death or total disability: pro rata bonus for year of termination based on actual performance; otherwise no bonus |
| Change of control (STIP) | If the Company/Bank merges/consolidates and is not the survivor, the Incentive Plan is frozen and bonuses determined as of the transaction date based on results through that date |
| Long-term plan CoC/termination | LTIP applies to other NEOs only; for completeness: older awards vest on retirement (age 65+ with service), death, total disability; CoC vesting if terminated w/o cause or salary reduction within 74 days; for awards on/after Sep 10, 2024, double-trigger within 24 months (termination not for cause or resignation after material salary reduction) |
| Clawback | Adopted Sept 2024, effective Oct 3, 2024; recovers erroneously awarded incentive-based compensation upon required restatement; no indemnification or insurance to offset recovery |
| Hedging/pledging | Prohibited for all directors, officers, and employees |
Board Governance
- Roles: Chairman of the Board (Company/Bank) since 2006/2007; Chairman is an officer under bylaws and exercises general executive responsibilities subject to Board direction .
- Independence: Peter is not independent; Board majority is independent; all standing committees (Audit, Compensation, Governance & Nominating, Risk) are fully independent .
- Leadership structure: Chairman and CEO roles are separated (Chairman: P.G. Fitzgerald; CEO: John J. Brough, II); no Lead Independent Director; independent directors meet in executive session periodically; presiding director rotates .
- Committee service: Peter is not listed as a member on Audit, Compensation, Risk, or Governance & Nominating; these are independent-only by charter .
- Attendance: In 2024, Board held 4 regular and 4 special meetings; every director attended 100% of Board meetings and 75%+ of committee meetings .
Related Party & Control Considerations
- Family relationships: Peter is uncle to directors Thomas G. Fitzgerald, Jr. and Andrew J. Fitzgerald; multiple Fitzgerald family members are >5% beneficial owners of Class B .
- Voting power: Class B carries 10 votes per share and represents 91.69% of combined voting power; dual-class structure implemented in Oct 2024 after Special Committee process .
- Ordinary banking relationships: Related persons have deposits, loans, fiduciary accounts in ordinary course on market terms; ~$8.6M credit outstanding as of Dec 31, 2024; governed by Regulation O and related policies .
Compensation Committee Analysis
- Committee composition: Independent directors only; Chair: Benita Thompson-Byas; members: Leigh-Alexandra Basha, Michelle L. Korsmo, Paul W. Leavitt .
- Consultant usage: None engaged for FY2024; authority reserved to retain advisors as needed .
- Scope: Oversees compensation of CEO, Chairman (if employee), and other executive officers; human capital policies; equity plan oversight (none currently) .
Equity Ownership & Performance Metrics (Pay-for-Performance context)
| Metric design | 2024 structure | Result |
|---|---|---|
| Financial performance | ROAE, growth in average assets (up to 14 points) | Earned 14.00 points |
| Risk performance | Compliance, safety/soundness, internal audits, etc. (up to 9 points) | Earned 5.54 points |
| Total points | 23 max | 19.54 achieved |
| Bonus calculation | Base salary × (points/100) | $60,631 bonus for Peter G. Fitzgerald |
Investment Implications
- Alignment: Very high “skin in the game” via 1,027,820 Class B shares under direct/spousal/trust control; 27.38% voting power, 24.78% of Class A if converted, with anti-hedging/pledging policy. This aligns incentives toward capital preservation and long-term ROAE/asset growth .
- Pay-for-performance: Cash-only mix, no equity grants; bonus directly tied to ROAE/asset growth and risk controls with clawback—reduces equity-driven selling pressure and lowers dilution risk for shareholders .
- Retention/transition risk: No employment agreement or severance; governance separates Chairman/CEO roles and committees are independent. Lack of severance may reduce entrenchment but could modestly elevate retention risk relative to peers with market severance protections .
- Control and governance: Dual-class voting with concentrated family control can limit free float influence and sustain strategic continuity; absence of Lead Independent Director is mitigated by independent executive sessions and fully independent committees .
- Trading signals: IPO lock-up expiration on April 1, 2025 increases potential liquidity and supply; monitor subsequent Schedule 13D/13G amendments and insider activity for flow and overhang assessment .