CBNA Chain Bridge Bancorp Inc - 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of Director

On December 31, 2025, the Board of Directors of the Company and the Board of Directors of the Bank each appointed William C. Leavitt as a director effective January 1, 2026, to fill the vacancy created by Paul W. Leavitt's previously announced retirement on December 31, 2025. Mr. Leavitt will serve as director until the Company’s 2026 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal. The Company Board and Bank Board will determine Mr. Leavitt's committee assignments at a subsequent meeting.

Background and Experience

William C. Leavitt, age 41, currently serves as General Counsel and Chief Human Resources Officer of J.J. Taylor Companies, Inc., a privately-held holding company where he oversees the company’s legal, corporate governance, compliance, and human resources functions.

Previously Mr. Leavitt served as General Counsel of Renuity, LLC, where he directed legal and corporate affairs and served as Corporate Secretary to its board. Earlier in his career, he practiced law in the Capital Markets and Banking Group at Skadden, Arps, Slate, Meagher & Flom LLP in New York and completed a secondment at Bank of America's Global Banking & Markets Division.

Mr. Leavitt holds a J.D. from Columbia Law School, an LL.M. in International Financial Law from King’s College London, and an M.B.A. from the Wharton School of the University of Pennsylvania. He is licensed to practice law in New York and Texas.

Arrangements and Related Party Transactions

There are no arrangements or understandings between Mr. William C, Leavitt and any other person pursuant to which he was selected as a director.

Mr. Leavitt is the son of Paul W. Leavitt, the retiring director. Mr. Leavitt will participate in the Company's standard non-employee director compensation program as described under “Director and Named Executive Officer Compensation — Director Compensation” in the Company’s most recent proxy statement, filed with the Securities and Exchange Commission on April 29, 2025, and will receive the same compensation as the other non-employee directors of the Company and the Bank, prorated for the period from his election to the Company Board and the Bank Board to the date of the Company ’ s 2026 Annual Meeting of Stockholder ’ s. There are otherwise no transactions between Mr. Leavitt and the Company or the Bank that are required to be reported under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number

Description of Exhibit

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)