Thomas G. Fitzgerald, Jr.
About Thomas G. Fitzgerald, Jr.
Independent director of Chain Bridge Bancorp, Inc. (CBNA), age 40, serving on the Company’s Board since April 2020 and on the Bank’s Board since January 2024; chairs the Bank’s Asset-Liability Committee and is a member of the Company’s Risk Committee and Governance & Nominating Committee . He is a CFA charterholder with a B.A. in Economics from Stanford University (minors in Classics and Management Science & Engineering), and brings investment management, fixed-income, and corporate finance expertise . The Board affirmatively determined his independence under NYSE rules, notwithstanding his familial relationship to the Chairman (nephew of Peter G. Fitzgerald) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Bancorp of Durango, Inc. | Director; later President | 2012–2018; President Sep 2017–Sep 2018 | Managed merger with Triumph Bancorp, Inc.; director at First National Bank of Durango and Bank of New Mexico . |
| Perry Capital | Managing Director | 2008–2017 | Led largest investments in financial institutions; focused on distressed debt across industries . |
| Lehman Brothers (Financial Institutions Group) | Analyst | Not disclosed | Advised regional banks during the Global Financial Crisis . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fitzgerald Investment Management Company LLC | Chief Executive Officer | Since Sep 2018 | Oversees a single-family office focused on asset allocation and cost-effective strategies . |
| TF Management LLC (GP of TGF Investments, L.P.) | Manager | Since 2018 | Manages private investments, including TGF’s investments in CBNA . |
| TGF Jr Investments LLC; Fitzgerald Chronos Fund L.P.; Thomas G. Fitzgerald Jr 2012 Trust; Thomas G. Fitzgerald Jr 2020 Trust | Interests/roles as disclosed | Not disclosed | Investment and trust vehicles with disclosed interests . |
Board Governance
- Independence: Board determined Thomas G. Fitzgerald, Jr. is independent under NYSE standards, despite being the Chairman’s nephew; all standing committees (Audit, Compensation, Governance & Nominating, Risk) are comprised entirely of independent directors .
- Committee assignments: Member, Risk Committee; Member, Governance & Nominating Committee (Company). Chair, Asset-Liability Committee (Bank) .
- 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 .
- Annual meeting engagement: Attended the 2024 Annual Meeting alongside other directors .
- Board leadership and independence practices: Roles of Chairman and CEO are separate; no Lead Independent Director—non-management directors meet in regular executive sessions with a rotating presiding director .
- Director stock ownership policy: Minimum 2,000 CBNA shares required; 3-year grace period for new directors; Board may grant extensions case-by-case .
Fixed Compensation
- CBNA directors receive cash-only compensation via retainers/meeting fees; no equity-based compensation is provided to directors .
| 2024 Director Compensation (Thomas G. Fitzgerald, Jr.) | Amount ($) |
|---|---|
| Company fees earned or paid in cash | $23,000 |
| Bank fees earned or paid in cash | $37,250 |
| Total | $60,250 |
| 2025 Director Fee Schedule (Company) | Rate | Change vs. 2024 |
|---|---|---|
| Board meeting fee (per meeting) | $2,500 | – |
| Committee meeting fee (per meeting) | $1,000 | +$250 |
| Audit Chair annual retainer | $5,000 | +$2,500 |
| Compensation/Risk/Governance Chair annual retainers | $2,500 each | – |
| 2025 Director Fee Schedule (Bank) | Rate | Change vs. 2024 |
|---|---|---|
| Non-employee director retainer (annual) | $10,000 (paid quarterly) | – |
| Board meeting fee (per meeting) | $1,500 | – |
| Committee meeting fee (per meeting) | $750 | – |
| Committee chair annual retainer | $2,500 | – |
- Expense reimbursement: Up to $5,000 per year for reasonable Board-service expenses .
Performance Compensation
| Element | Details |
|---|---|
| Equity awards (RSUs/PSUs/Options) | None; directors receive no equity-based compensation . |
| Performance-linked director pay | None disclosed; director pay is via fixed/stipend and meeting fees . |
Other Directorships & Interlocks
| Entity | Role | Status |
|---|---|---|
| Chain Bridge Bancorp, Inc. | Director | Current . |
| Chain Bridge Bank, N.A. | Director; Chair, Asset-Liability Committee | Current . |
| First National Bank of Durango; Bank of New Mexico | Director | Prior . |
- Familial interlock: Nephew of Chairman Peter G. Fitzgerald; Board concluded independence remains intact under NYSE rules .
- Investment interlock: Manager of TF Management LLC (GP of TGF Investments, L.P.), which holds CBNA shares; beneficial ownership reflects these interests with appropriate disclaimers .
Expertise & Qualifications
- CFA charterholder; Stanford Economics graduate with minors in Classics and Management Science & Engineering .
- Deep investment management and fixed-income analysis background; financial statement analysis and corporate finance proficiency .
- Banking leadership experience, including directing a bank holding company merger .
Equity Ownership
| Holding Detail | Shares | Notes |
|---|---|---|
| Class A common stock (jointly) | 2,504 | Jointly owned with spouse . |
| Class B common stock (direct) | 7,310 | Direct . |
| Class B common stock (joint) | 17,000 | Jointly with spouse . |
| Class B common via TGF Investments, L.P. | 189,040 | May be deemed to have voting/investment power as co-manager of GP; disclaims beneficial ownership except to extent of pecuniary interest . |
| Total Class B reported | 213,350 | 6.20% of Class B; 5.69% of total voting power . |
| Convertible feature | Class B convertible 1:1 into Class A | Per Certificate of Incorporation terms . |
| Ownership guidelines | Minimum 2,000 shares required | Thomas G. Fitzgerald, Jr. exceeds guideline . |
| Pledging/Hedging | Prohibited; none to Co.’s knowledge | Insider Trading Policy prohibits pledging/hedging; none reported across directors/executives . |
Governance Assessment
- Signals of effectiveness/engagement: 100% Board meeting attendance and robust committee participation; regular executive sessions among non-management directors; separate Chair/CEO roles .
- Shareholder support: Thomas G. Fitzgerald, Jr. received strong re-election support at the 2025 Annual Meeting (see table below) .
- Alignment: Significant beneficial ownership (including interests via TGF Investments) and compliance exceeding director ownership guidelines; no pledging/hedging .
- Potential conflicts and mitigants:
- Familial relationship to Chairman and substantial family voting power under dual-class structure—Board explicitly evaluated and affirmed independence; committees are fully independent; an independent special committee (excluding family-affiliated directors) oversaw the 2024 reclassification/dual-class IPO process .
- Ordinary-course related-party banking relationships are governed by Regulation O and the Company’s Related Party Transactions Policy; $8.6 million aggregate related credits outstanding were on market terms with no adverse classifications reported .
- RED FLAGS to monitor:
- Dual-class control concentrated among Fitzgerald Family members (majority combined voting power) .
- Familial ties on the Board (Chairman’s nephews) despite independence determinations .
| 2025 Director Election Result (June 18, 2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Thomas G. Fitzgerald, Jr. | 30,632,256.41 | 98,016.00 | 34,000.00 | 623,333.59 |
Notes: CBNA did not present a Say‑on‑Pay proposal at the 2025 Annual Meeting; Proposal 2 (auditor ratification) passed with 31,386,367 For votes . Directors receive no equity-based compensation; executive clawback policy applies to incentive-based compensation for executive officers, not directors .