Chaya Pamula
About Chaya Pamula
Chaya Pamula, age 59, is an independent director of Metropolitan Bank Holding Corp. (MCB) since 2021, with expertise in information technology, cybersecurity, and emerging technologies including generative AI; she is the Co‑founder, President & CEO of PamTen Inc. and founder of the SheTek and SOFKIN non-profits, and holds an MBA from Osmania University and Executive Education from Harvard Business School . In 2025, she serves on the Corporate Governance & Nominating (CG&N) Committee and the Risk Committee; she rotated off the Audit Committee effective 2025 after serving as a member in 2024 . The Board determined she is independent under NYSE standards and that she can devote the necessary time and effort for Company matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PamTen Inc. (technology services) | Co‑founder, President & CEO | 2007–Present | Focus on business process improvement, digital transformation, IT portfolio optimization |
| SheTek (non-profit) | Founder & President | 2017–Present | Focused on increasing women’s representation in technology |
| SOFKIN (non-profit) | Founder & Trustee | 2005–Present | Serves underprivileged children |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Various industry associations/social impact orgs | Non-profit/association | Board member (unspecified) | Recognitions for philanthropy and entrepreneurship; specific entities not listed in proxy biography |
| Public company directorships | Public | — | No public-company boards referenced in proxy biography |
Board Governance
| Item | 2024 Status | 2025 Status | Meetings (2024) | Chair/Independence Notes |
|---|---|---|---|---|
| Audit Committee | Member | Rotated off (Ms. Robinson joined) | 8 | Chair: William Reinhardt; all members independent under SEC/NYSE/bank regs |
| CG&N Committee | Not listed in 2024 members | Joined in 2025 | 5 | Chair: Dale Fredston; all members independent |
| Risk Committee | Member | Member | 2 (established July 2024) | Chair: Anthony Fabiano; majority independent |
| Board attendance | — | — | Board met 13 times; avg attendance ≈98.5%; no director <75%; nearly all attended 2024 annual meeting |
Independence: The Board designates Ms. Pamula as independent; nominees (including Ms. Pamula) are independent under NYSE and able to devote necessary time .
Committee refresh: CG&N recommended and Board approved rotation of Ms. Pamula off Audit and onto CG&N effective first meetings in 2025 .
Fixed Compensation
| Component (FY 2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 103,500 | Director meeting/retainer and committee-related cash fees |
| Stock Awards (RSUs) | 126,750 | Grant-date fair value under ASC 718; priced at $50.70 on 1/24/2024 |
| Total | 230,250 | Sum of cash and stock award values |
Director equity framework: Annual equity award of 2,500 RSUs granted to each non-management director in 2024, same as 2023; RSUs vest on first anniversary of grant . As of 12/31/2024, each director had 2,500 unvested RSUs .
Compensation mix (FY 2024): Cash $103,500 , Equity $126,750 , Total $230,250 (≈45% cash / 55% equity, derived from disclosed amounts).
Performance Compensation
| Item | Detail | Tied Metric |
|---|---|---|
| Annual Director RSU grant (2024) | 2,500 RSUs, grant date 1/24/2024; vest in 1 year | Time-based vesting; no performance metrics disclosed for director RSUs |
| Options/PSUs for directors | Not disclosed | None disclosed in proxy for directors |
Note: The compensation committee reviews and recommends non-management director compensation annually; equity forms part of alignment but no performance metric framework is disclosed for director awards .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| PamTen Inc. (private tech services) | Founder/CEO | Proxy does not disclose any related-party transactions involving Ms. Pamula or PamTen in 2024 |
| SheTek, SOFKIN (non-profits) | Founder roles | No MCB-related transactions disclosed |
Related-party policy: CG&N must approve transactions >$120,000 with related persons; no related-party transactions required approval or disclosure in 2024 .
Expertise & Qualifications
- 25+ years in information technology; solutions for process improvement, business transformation/reengineering, IT portfolio optimization .
- Engaged in generative AI; extensive cybersecurity and emerging technologies expertise .
- Entrepreneurial experience serving SMEs; board participation in industry associations and social impact organizations; recognized for philanthropy/entrepreneurship .
- Education: Executive Education Program (Harvard Business School); MBA (Osmania University) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Shares owned (beneficial) | 9,013 | As of record date (April 3, 2025) |
| Shares outstanding | 11,066,234 | As of record date |
| Ownership % | ≈0.082% | Derived from 9,013 / 11,066,234 (calculation based on disclosed figures) |
| Unvested RSUs | 2,500 | As of 12/31/2024 for each director |
| Ownership guidelines | $100,000 minimum within 3 years; all directors complied as of record date | Hedging prohibited; pledging/margin holding prohibited without Board approval |
Insider trading policy: Prohibits hedging and pledging; directors must pre-notify any transactions in company stock or derivatives .
Governance Assessment
- Independence and engagement: Independent under NYSE; serves on CG&N and Risk Committees, indicating governance and risk oversight engagement; rotation off Audit suggests active refreshment and targeted use of skills .
- Attendance: Board met 13 times in 2024 with ~98.5% average attendance and no director below 75%, supporting high engagement; annual meeting attendance nearly universal .
- Alignment: Equity retainer (2,500 RSUs) and compliance with $100,000 director ownership guideline reflect alignment; unvested RSUs and hedging/pledging restrictions reinforce investor-friendly posture .
- Conflicts: CG&N oversees related-party transactions; none required disclosure in 2024, and the Company restricts service on other financial institution boards; proxy biography lists non-profit and private company roles only .
- Compensation reasonableness: Mix is balanced (~45% cash/~55% equity in 2024), with time-based RSUs and no performance metrics disclosed for directors; equity is recurring and consistent YoY (same RSU amount as 2023) .
RED FLAGS
- Related-party transactions: None disclosed for 2024, reducing conflict risk .
- Hedging/pledging: Prohibited; Board approval required for pledging/margin accounts .
- Attendance: No director below 75%; average ~98.5% suggests no attendance concern .
- Options/repricing: No director option awards or repricing disclosed .