George Wolf, Jr.
About George J. Wolf, Jr.
Independent director of Metropolitan Bank Holding Corp. (MCB) since 2001; age 72. He chairs the Board’s Compensation Committee and serves on the Corporate Governance & Nominating (CG&N) Committee. Prior roles include Managing Director and Head of the Law Firm Advisory Team at Aon Risk Solutions (2018–2024) and Managing Director/Executive Committee member at law firm Herrick, Feinstein (1993–2017). He holds a B.S. from Villanova University and founded The Greg Wolf Fund, a blood-cancer-focused nonprofit .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aon Risk Solutions | Managing Director; Head, Law Firm Advisory Team | 2018–2024 | Led operational/financial advisory for law firms |
| Herrick, Feinstein (law firm) | Managing Director; Executive Committee member | 1993–2017 | Oversaw financial, administrative, and strategic planning |
External Roles
| Organization | Role | Nature |
|---|---|---|
| The Greg Wolf Fund | Founder; Chairman & President | Charitable organization supporting patients/families and research in blood cancers |
No current public company directorships are disclosed for Mr. Wolf in the proxy biography .
Board Governance
- Committee assignments: Chair, Compensation Committee (7 meetings in 2024) ; Member, CG&N Committee (5 meetings in 2024) .
- Independence: The Board has determined Mr. Wolf is independent under NYSE standards .
- Attendance/engagement: Board met 13 times in 2024; average director attendance ~98.5%; no director attended <75% of Board/committee meetings .
- Board leadership: Independent Chair (William P. Reinhardt); positions of Chair and CEO are separated .
- Related-party oversight: CG&N reviews related-party transactions; none required approval or disclosure in 2024 .
- Ownership alignment policies: Director stock ownership guideline = at least $100,000 in MCB stock within 3 years; all directors complied as of record date. Hedging prohibited; pledging/margining prohibited without Board approval .
- Shareholder engagement/say-on-pay: 2024 say‑on‑pay approved with 91.40% support .
Fixed Compensation (Director)
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 112,000 | 2024 director fee disclosure |
| Stock awards (RSUs) | 126,750 | Annual equity retainer of 2,500 RSUs; valued at grant price $50.70 on 1/24/2024 |
| Total | 238,750 | Sum of cash and equity |
Additional fee schedule (reference framework): Compensation Committee Chair retainer $15,000; CG&N per‑meeting fee $4,000; standard per‑meeting fees per committee as disclosed (no board meeting fees; separate chair retainers by committee) .
Performance Compensation (Director equity)
| Item | Detail |
|---|---|
| Annual equity grant | 2,500 RSUs granted 1/24/2024 (grant-date fair value $126,750) |
| Vesting | Annual director RSUs vest on the first anniversary of grant |
| Clawback; Hedging/Pledging | Equity awards subject to company clawback policy; hedging prohibited; pledging/margining prohibited without Board approval |
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| None disclosed in proxy | — | — |
| Policy constraints include: no service on the board of another financial institution; directors limited to serving on no more than three other public company boards without approval; CG&N reviewed and found all incumbent directors in compliance . |
Expertise & Qualifications
- Financial/strategic planning and implementation; senior policy-making in professional services contexts .
- Compensation governance leadership as Compensation Committee Chair .
- Philanthropic leadership relevant to stakeholder engagement .
Equity Ownership
| Item | Value | As of | Source |
|---|---|---|---|
| Beneficially owned common shares | 27,735 | Record Date 4/3/2025 | |
| Company shares outstanding | 11,066,234 | Record Date 4/3/2025 | |
| Ownership % of outstanding | ~0.25% | Derived from above | |
| Unvested director RSUs | 2,500 | 12/31/2024 | |
| Compliance with director ownership guideline ($100k) | All directors complied | Record Date 4/3/2025 | |
| Hedging/Pledging status | Hedging prohibited; pledging/margining prohibited without Board approval | Policy |
Insider Trades (Form 4)
Data reflect filings identifying “Wolf George J Jr” as a director of MCB; “securitiesOwned” is post-transaction ownership from each Form 4 [Form 4 links above].
Governance Assessment
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Strengths
- Independent director with deep institutional knowledge (service since 2001) and leadership as Compensation Committee Chair; active on CG&N overseeing director qualifications, evaluations, and related-party policy .
- Strong board engagement: high attendance in 2024; independent Chair with separated Chair/CEO roles .
- Ownership alignment: meaningful personal shareholding; annual equity retainer; compliance with ownership guidelines; anti-hedging/anti-pledging policy .
- Compensation governance: use of independent consultant (FW Cook); formal clawback policy; annual say‑on‑pay supported by 91.40% of votes in 2024 .
-
Watch items for investors
- Equity plan share increase (2025 proposal) elevates potential dilution (fully‑diluted overhang ~10.13% if approved), though the company cites a $50M share repurchase authorization as a mitigating factor; Board oversight (including Compensation Committee) of equity usage and dilution will be critical .
- Executive change‑in‑control provisions include a tax gross‑up for the CEO under certain circumstances—often viewed unfavorably by some shareholders; this falls under Compensation Committee purview .
Related‑party exposure: None required disclosure or CG&N approval in 2024; ordinary‑course dealings with related persons are on market terms per policy .
Overall, Mr. Wolf’s committee leadership, independence, regular open‑market purchases (2023–2024), and compliance with ownership/anti‑hedging policies are positive alignment signals for investors [Form 4 links above] .