Anthony Fabiano
About Anthony J. Fabiano
Anthony J. Fabiano, age 64, has served on the Metropolitan Bank Holding Corp. (MCB) board since 2020 and currently chairs the Board’s joint Risk Committee established in 2024 . He is a CPA with more than 40 years’ banking finance, accounting, and risk experience, including prior service as MCB’s EVP & CFO (2018–2020); the Board elects to designate him “not independent” due to his prior executive role, though he could qualify as independent under NYSE rules given the time elapsed since employment . His credentials include membership in the AICPA and NYSSCPA, attendance at the National School of Banking at Fairfield University, and a B.S. from Manhattan College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Metropolitan Bank Holding Corp. / Metropolitan Commercial Bank | EVP & Chief Financial Officer | 2018–2020 | Senior finance leadership; expertise across banking finance, accounting and risk management . |
| Hudson City Bancorp | President, Chief Operating Officer, and Board Member | 2014–2015 | Executive operator and director at a public bank; finance/operations oversight . |
| Hudson City Bancorp | EVP — Finance & Administration | 2012–2014 | Enterprise finance and administration leadership . |
| Sound Federal Bancorp | Chief Financial Officer | 1998–2006 | CFO responsibilities at a public thrift/bank . |
| MSB Bancorp | Chief Financial Officer | 1992–1998 | CFO responsibilities at a public thrift/bank . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudson City Bancorp | Director | 2014–2015 | Public company board service . |
Board Governance
- Committee assignments: Chair, Risk Committee (joint committee with the Bank’s board) .
- Independence: Board-designated non-independent due to prior MCB executive service; could qualify as independent under NYSE standards; CG&N may later designate him independent .
- Attendance and engagement: Board met 13 times in 2024; no director attended fewer than 75% of Board/committee meetings; average director attendance ~98.5%; Risk Committee met twice since creation in July 2024 .
- Risk oversight: The Board created a joint Risk Committee in 3Q24 to approve risk appetite, oversee the ERM framework, and review material regulatory/internal audit issues; the CISO briefs the Board semi-annually; the Risk Chair reports to the full Board regularly .
- Credit oversight exposure: The Bank’s Credit Committee has 5 permanent members; the other 7 directors rotate (quarterly in 2024; monthly starting 2Q25), enhancing director understanding of credit risk—this rotating cohort includes non-permanent directors like Mr. Fabiano .
- Related-party safeguards: CG&N must approve related-party transactions >$120,000; no related-party transactions required approval or disclosure in 2024 .
Fixed Compensation (Director)
| Component | 2024 Details |
|---|---|
| Annual equity retainer | 2,500 RSUs per non-management director; grant-date FV $126,750 based on $50.70 close on Jan 24, 2024; RSUs vest on first anniversary . |
| Cash retainers/fees (framework) | Chair retainers and per-meeting fees by committee: Risk Committee Chair $35,000 (pro-rated to $8,750 for 4Q24); per-meeting fees: Risk $4,000; Audit $5,000; Compensation $4,000; CG&N $4,000; Credit $3,500; ARG $3,500; Board Chair $75,000 (N/A to Mr. Fabiano) . |
| 2024 Director Compensation (Fabiano) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 132,250 |
| Stock Awards (annual RSU grant) | 126,750 |
| Total | 259,000 |
Notes: Risk Committee was formed in late 2024; Risk Chair retainer was pro-rated to $8,750 for the remaining quarter of 2024 .
Performance Compensation (Director)
| Instrument | Grant/Structure | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Stock Units (director annual retainer) | 2,500 RSUs granted Jan 24, 2024 to each non-management director; FV $126,750 | Cliff vests on first anniversary of grant | None; time-vesting only (no performance conditions) . |
Other Directorships & Interlocks
- Prior public company board: Hudson City Bancorp (2014–2015) .
- The Corporate Governance Guidelines restrict service on boards of other financial institutions and require approval for service on more than three other public company boards; CG&N monitors compliance (no exceptions disclosed) .
Expertise & Qualifications
- CPA; member of AICPA and NYSSCPA; National School of Banking at Fairfield University; B.S., Manhattan College .
- Deep finance, accounting, banking, and risk management expertise; senior leadership at publicly traded financial institutions .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Beneficial ownership (shares) | 12,533 shares; <1% of outstanding . |
| Unvested director RSUs at 12/31/2024 | 2,500 RSUs (annual director grant) . |
| Director ownership guideline | Minimum $100,000 in MCB stock; expected within 3 years; as of record date, each director complied . |
| Hedging/pledging policy | Hedging prohibited; pledging/margin prohibited without Board approval; pre-notification required for any stock transactions . |
| Section 16 compliance | No delinquent insider ownership reports in 2024 . |
Governance Assessment
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Strengths
- Risk oversight leadership as Risk Committee Chair during ERM framework redesign; structured oversight of risk appetite, regulatory issues, and cyber (CISO semi-annual briefings) supports board effectiveness .
- Significant finance/risk expertise from CFO and COO roles across multiple public banks; enhances risk and financial discipline at the Board level .
- High engagement culture and strong attendance (Board average ~98.5%; no director below 75%) bolster investor confidence in oversight rigor .
- Director equity retainer and ownership guidelines align interests; hedging prohibited and pledging restricted, limiting misalignment risks .
- No related-party transactions requiring approval/disclosure in 2024 reduce conflict-of-interest concerns .
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Potential concerns / RED FLAGS (monitor)
- Independence optics: The Board designates Mr. Fabiano as non-independent due to prior executive service despite NYSE eligibility; he also chairs the Risk Committee. While a majority of the Risk Committee is independent, some investors may prefer an independent chair for risk oversight; CG&N will reassess independence status periodically .
- Director compensation structure is standard; 2025 increases to Credit Committee fees reflect workload, not an outlier, but investors should monitor overall director cash/equity mix and aggregate plan share usage given the ask to increase equity plan shares and the company’s reliance on equity-based pay (mitigated by active repurchase authorization) .
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Shareholder context
- Say-on-Pay support was 91.40% in 2024, indicating broad shareholder backing for compensation governance at the company level (not director-specific) .
If you’d like, I can supplement this with Form 4 insider trading activity for Mr. Fabiano and a fuller multi-year director compensation history.