Gregory Gaare
About Gregory Gaare
Gregory Gaare is Senior Vice President and Chief Risk Officer (CRO) of Metropolitan Bank Holding Corp. (MCB) and Metropolitan Commercial Bank, appointed in February 2024; he is 56 years old and holds an MBA from NYU and a BS from Brooklyn College . He brings 32 years of risk management and regulatory supervision experience, with prior roles at Flagstar Bank (Deputy CRO), the Federal Reserve Bank of New York, the FDIC, Barclays Bank PLC, and Alliance Capital Management; his appointment bolstered MCB’s risk leadership following regulatory scrutiny in 2023 . Company performance during his tenure featured 2024 net income of $66.7M and adjusted ROATCE of 12.2%; the Board initiated dividends and expanded repurchases in 2025, signaling capital return and confidence .
Company Performance Context (for tenure)
| Metric | 2023 | 2024 |
|---|---|---|
| Net Income ($USD Millions) | $77.3 | $66.7 |
| Adjusted ROATCE (%) | 16.8% | 12.2% |
| TSR Index ($100 Base) | $115 | $121 |
| 2024 Highlights | Value |
|---|---|
| Loans | $6.0B |
| Total Deposits | $6.0B |
| Net Interest Margin | 3.53% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flagstar Bank, N.A. | Deputy Chief Risk Officer | Sep 2020–Dec 2023 | Large-bank risk leadership; seasoned risk management expertise |
| Federal Reserve Bank of New York | Leadership positions in banking supervision | Beginning in 2005 (specific years not disclosed) | Prudential oversight and supervisory experience |
| FDIC | Leadership positions in banking supervision | Beginning in 2005 (specific years not disclosed) | Prudential oversight and supervisory experience |
| Barclays Bank PLC | Various roles in banking | Not disclosed | Front-office/platform risk context |
| Alliance Capital Management Corporation | Vice President, Fixed Income | Not disclosed | Markets/investment risk perspective |
External Roles
No external public company directorships or committee roles are disclosed in the latest proxy .
Fixed Compensation
- Not a Named Executive Officer (NEO) in 2024; base salary, target bonus %, and actual bonus paid are not disclosed in the 2025 proxy .
- The proxy enumerates NEOs (CEO, CLO, CFO, Head of Retail, Chief Business Development), but does not include the CRO, so detailed pay tables exclude Gaare .
Performance Compensation
- Company design: For executive officers, the Compensation Committee established scorecards with corporate financial metrics—Adjusted Net Income Growth and Adjusted ROATCE—and individual role-based goals; maximum earnout for corporate metrics capped at target .
- Specific metric weights, targets, actuals, and payouts for Gaare are not disclosed in the proxy; examples are provided for certain NEOs only .
| Metric | Weighting | Target | Threshold | Maximum | Vesting Terms |
|---|---|---|---|---|---|
| Adjusted Net Income Growth | Not disclosed for CRO | 11% | 9.35–10.99% | Capped at target | AIP examples: payouts often 25% cash / 75% RSUs; RSUs vest in three equal installments starting ~1 year after grant (NEO illustrations) |
| Adjusted ROATCE | Not disclosed for CRO | 10% | 8.5–9.99% | Capped at target | Same as above (per NEO examples) |
Note: The above table reflects company-wide AIP design; CRO-specific weights/actual payouts are not disclosed .
Equity Ownership & Alignment
- Stock Ownership Guidelines: Other executive officers that are not NEOs must hold Company stock equal to 1x annual base salary; compliance expected within five years of guideline effective date or initial appointment, whichever is later .
- Insider Trading Policy: Prohibits hedging and other derivative transactions; restricts holding Company securities in a margin account unless pre-approved by the Board; reinforces alignment and reduces short-term trading .
- Beneficial ownership for Gaare (shares owned, vested/unvested breakdown, pledged shares) is not disclosed in the stock ownership section; that section lists directors and NEOs only .
| Alignment Element | Policy / Status |
|---|---|
| Ownership multiple | 1x base salary for non-NEO executive officers (CRO applies) |
| Compliance timing | Within 5 years from guideline effective date or appointment |
| Hedging | Prohibited |
| Margin accounts | Prohibited unless Board pre-approval |
| Pledging | For directors, prohibited or requires Board approval; officer margin restrictions noted; pledging status for CRO not disclosed |
| Reported beneficial ownership | Not disclosed for CRO; stock ownership table omits CRO |
Employment Terms
- Employment agreements disclosed for CEO (DeFazio) and CLO (Lublin); change-in-control agreements disclosed for Capra, Rosenberg, and Dougherty; no individual employment or change-in-control agreement disclosure for Gaare in the proxy .
- Where agreements exist (for named executives), severance multiples range from 1x–3x base salary (and for some, bonus elements), with immediate vesting of unvested equity upon qualifying termination; these terms are not stated for the CRO .
- Equity plan context: Amended and Restated 2022 Equity Incentive Plan authorizes up to 716,000 shares; awards may vest time-based or performance-based and are administered by the Compensation Committee .
Investment Implications
- Risk oversight signal: Gaare’s appointment (Feb 2024) followed a 2023 enforcement environment; his large-bank and supervisory pedigree suggests strengthened governance and risk management, potentially lowering execution risk during MCB’s strategic transitions (digital transformation, payments exit) .
- Incentive alignment: Stock ownership guidelines (1x salary), clawback policy, and hedging/margin restrictions align executive incentives with shareholders and discourage short-termism; CRO-specific ownership levels are not disclosed, limiting “skin-in-the-game” visibility .
- Retention risk: Absence of disclosed CRO-specific severance/change-in-control economics reduces known guaranteed pay; while that can be shareholder-friendly, it may increase external poaching risk in a tight market for experienced risk leaders; formal terms for the CRO are simply not disclosed .
- Trading signals: With no Form 4 data available here for Gaare and strict anti-hedging/margin policies in place, near-term insider selling pressure signals are indeterminate; monitoring future filings remains essential .
Additional Company Capital Return Context
- The Board initiated a quarterly cash dividend ($0.15/share) and expanded repurchase authorization to a total of $100M in 2025, reflecting balance sheet strength and confidence; repurchases completed below tangible book value enhance total return profile .