Dale Fredston
About Dale C. Fredston
Independent director since 2016; age 72. Chairs the Corporate Governance & Nominating (CG&N) Committee and serves on the Audit Committee. Prior roles include Executive Vice President and General Counsel of Sterling National Bank/Sterling Bancorp (2002–2015) and Senior Vice President, General Counsel and Corporate Secretary of Bank of America’s commercial finance subsidiary. Education: J.D., Columbia Law School; B.A., Wellesley College . The Board affirms her independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sterling National Bank and Sterling Bancorp | Executive Vice President & General Counsel | 2002–2015 | Senior leadership at a public financial institution; bank-specific legal, regulatory, risk and M&A expertise |
| Bank of America (commercial finance subsidiary) | SVP, General Counsel & Corporate Secretary | Not disclosed | Legal, governance, and corporate secretary responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Metropolitan Commercial Bank (subsidiary of MCB) | Director | Current | Nominees also serve on subsidiary bank board |
| Other public company boards | — | — | None disclosed in proxy; CG&N reviews outside boards; policy restricts service on other financial institution boards without approval |
Board Governance
- Committee assignments: CG&N (Chair), Audit Committee member .
- Board structure: Classified board; independent Chair (William P. Reinhardt) separate from CEO; directors evaluated annually; risk oversight enhanced with a new joint Risk Committee in 2024 .
- Attendance: Board met 13 times in 2024; average director attendance ~98.5%; no director attended fewer than 75%; nearly all directors attended the 2024 annual meeting .
- CG&N remit includes director nomination, board/committee evaluations, related-party transaction reviews, governance policy updates, and director education programs .
- Audit Committee: 8 meetings in 2024; members include Reinhardt (Chair), Fredston, Gold, Mitchell, Robinson; Reinhardt & Gold are “audit committee financial experts” .
Fixed Compensation
| Component | Detail | 2024 Amount (USD) |
|---|---|---|
| Fees Earned or Paid in Cash | Non-management director cash retainers/meeting fees | $180,000 |
| Stock Awards (RSUs) | Annual equity retainer; grant-date fair value | $126,750 (2,500 RSUs; grant based on $50.70 closing price, 1/24/2024) |
| Total | — | $306,750 |
- 2024 director fee schedule: Board Chair $75,000; Audit Chair $50,000; Compensation Chair $15,000; CG&N Chair $15,000; Risk Chair $35,000; per-meeting fees: Audit $5,000; Compensation $4,000; CG&N $4,000; Risk $4,000; Asset Recovery Group $3,500; Credit Committee $3,500 (Bank committees) .
- Annual equity retainer: 2,500 RSUs vesting on first anniversary of grant; 2024 grant date Jan 24, 2024; fair value set by closing price $50.70 .
Performance Compensation
- No performance-based metrics disclosed for director equity; annual RSU grants to directors are time-based and vest on the first anniversary of the grant .
| Metric | Design | Vesting | Notes |
|---|---|---|---|
| Annual Director RSUs | Fixed-share RSUs (2,500) | 1-year vest | Not performance-conditioned for directors |
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | CG&N reviews outside roles; policy limits other public boards and prohibits service on other bank boards without approval |
Expertise & Qualifications
- Deep industry knowledge in bank-specific legal, regulatory and compliance matters; governance and risk experience; senior leadership at a public financial institution .
- Director education and orientation programs overseen by CG&N; cybersecurity, risk, and IT covered in continuing education .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Unvested RSUs | Ownership Guideline | Compliance |
|---|---|---|---|---|---|
| Dale C. Fredston | 17,168 | <1% (*) | 2,500 | Directors should hold ≥$100,000 in shares, within 3 years | Each director complied as of record date |
- Record date shares outstanding: 11,066,234 .
- Hedging and pledging: Prohibited (hedging); pledging/margin accounts restricted without Board approval; pre-notification of transactions required .
Fixed/Variable Pay Mix (Signal for alignment)
- Mix in 2024: Cash fees plus fixed-share RSUs (time-based). No director performance equity disclosed; equity retainer supports alignment, but pay is not expressly performance-conditioned .
Related-Party Transactions and Conflicts
- Policy: CG&N must approve related-party transactions >$120,000; review factors include fairness, independence, regulatory acceptability; CG&N members cannot review transactions involving themselves/family .
- 2024 outcome: No related-party transactions required CG&N approval or disclosure .
Say-on-Pay & Shareholder Feedback
| Item | 2024 Result | 2025 Result |
|---|---|---|
| Advisory vote on NEO compensation | Approved with 91.40% support | Failed (For: 3,665,605; Against: 5,425,695; Abstain: 464,144; Broker non-votes: 645,793) |
- Engagement: Company reached out to investors representing over 50% of shares before 2024 meeting; Board considered feedback and made no material modifications to NEO pay decisions; annual Say-on-Pay cadence maintained .
Governance Assessment
- Positives:
- Independent director with strong legal/regulatory governance background; chairs CG&N—key for board effectiveness, nomination, evaluations, and related-party oversight .
- High overall board engagement and attendance; enhanced risk oversight via the joint Risk Committee established in 2024; robust director education including cybersecurity .
- Clear related-party policy and no RPTs requiring disclosure in 2024 .
- Ownership guidelines in place; all directors in compliance; anti-hedging and pledging restrictions support alignment .
- Watch items / Red flags:
- 2025 Say-on-Pay failure after 2024’s strong approval, indicating investor dissatisfaction with executive compensation; as CG&N Chair, Fredston will be central to governance responses and potential program changes .
- Classified board structure may be viewed unfavorably by some shareholders seeking annual elections, though Board cites benefits for continuity and oversight in a regulated environment .
- Equity for directors is time-based RSUs without performance conditions; while common, investors increasingly scrutinize alignment .
Committee Snapshot (for workload/engagement context)
| Committee | 2024 Meetings | Dale Fredston Role | Key Responsibilities |
|---|---|---|---|
| Audit | 8 | Member | Financial reporting integrity; auditor selection; internal audit oversight; regulatory compliance related to financial statements |
| Corporate Governance & Nominating (CG&N) | 5 | Chair | Director nominations; board/committee evaluations; governance policies; related-party reviews; CSR/ESG oversight |
| Risk | 2 (established July 2024) | Not listed | Enterprise risk appetite and oversight (committee membership listed; Fredston not a member) |
Director Compensation Structure Details
- 2024 cash retainer/fees (illustrative schedule): Audit Chair $50,000; CG&N Chair $15,000; per-meeting fees Audit $5,000, CG&N $4,000; Board Chair $75,000; Risk Chair $35,000; Bank Credit Committee $3,500 per meeting; ARG Committee $3,500 per meeting .
- 2024 equity: 2,500 RSUs per non-management director; vest on first anniversary; 2024 grant at $50.70 closing price on Jan 24, 2024 .
Independence & Qualifications
- Independence: Affirmed by Board; nominees reviewed for independence, time commitment, and performance/attendance .
- Key qualifications: Legal/regulatory, corporate governance, risk management, corporate transactions; senior leadership at public financial institutions .
Risk Indicators
- No delinquent Section 16 filings in 2024 .
- Board’s enhanced risk governance structure implemented; cybersecurity oversight via Risk Committee and semi-annual CISO briefings; director education includes cybersecurity .
Overall, Fredston’s CG&N chair role and legal/regulatory expertise are strengths for governance and investor confidence; near-term focus should be on addressing the 2025 Say-on-Pay failure through credible compensation governance responses and transparent shareholder engagement led by CG&N and Compensation Committees .