Harvey Gutman
About Harvey M. Gutman
Harvey M. Gutman is an independent director of Metropolitan Bank Holding Corp. (MCB), serving since 2008. He is 78 years old, holds an M.B.A. from the Wharton School and a B.A. from Rutgers University, and is Founder and President of Brookside Advisors, LLC, a real estate consulting and development firm established in 2006. He serves on the Bank’s Credit Committee (permanent member) and Asset Recovery Group (ARG) Committee, bringing deep retail and real estate development experience and strategic planning expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pathmark Stores, Inc. | SVP, Retail Development | 16 years | Led retail development program incl. site identification; handled investor communications and PR |
| Pathmark Stores, Inc. | VP, Grocery, Non-Food & Rx Merchandising | 7 years | Merchandising leadership |
| Pathmark Stores, Inc. | VP, Strategic Planning, Research & IR | 7 years | Strategy and IR leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brookside Advisors, LLC | Founder & President | 2006–Present | Real estate consulting and development |
| ARCTRUST (two private REITs) | Director | Not disclosed | Serves on boards of two private REITs |
| International Council of Shopping Centers | Member | Not disclosed | Industry association membership |
Board Governance
- Independence and tenure: Identified as “Independent | Director Since 2008.” The Board classifies director nominees as independent under NYSE rules; Gutman’s profile shows independent status. The Board is classified, and Gutman is a continuing director with term ending 2027.
- Committee assignments (Bank-level): Permanent member, Credit Committee (26 meetings in 2024); Member, ARG Committee (4 meetings in 2024). Not listed as a chair.
- Attendance and engagement: The Board met 13 times in 2024; no director attended fewer than 75% of Board and relevant committee meetings; average attendance ~98.5%.
- Retirement policy: Bylaws updated to allow re-nomination of directors aged 75+ at Board discretion based on contribution and needs; Gutman (age 78) falls under this framework.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Credit Committee (Bank) | Permanent member | 26 | Approves certain loans; rotating non-permanent members; key driver of governance over credit risk |
| Asset Recovery Group (ARG) Committee (Bank) | Member | 4 | Reviews criticized loans, workouts, action plans for individual credit risks |
Fixed Compensation (Director)
| Year | Fees Earned (Cash) | Notes |
|---|---|---|
| 2024 | $115,500 | Gutman’s cash fees per director compensation table |
Director fee structure highlights:
- Annual equity retainer: 2,500 RSUs for each non-management director (time-based vesting, 1-year).
- Committee fee framework (select): 2024 per-meeting fees included $3,500 for Credit Committee and ARG; Board chair retainer $75,000; Audit chair $50,000; Risk chair $35,000; Compensation and CG&N chairs $15,000.
- 2025 update: Credit Committee chair retainer increased from $10,000 to $35,000; committee member per-meeting fee increased from $3,500 (2024) to $7,500 starting Q2 2025, reflecting workload.
Performance Compensation (Director)
| Grant Type | Shares/Value | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| Annual Equity Retainer (RSUs) | 2,500 RSUs; $126,750 grant-date fair value | Jan 24, 2024 | Vest on first anniversary | Value based on $50.70 closing price on grant date; same RSU amount for all non-management directors in 2024 |
| Total Stock Awards Reported (2024) | $126,750 | 2024 | — | Gutman’s stock award value in director comp table |
Performance metrics: No director-specific performance metrics disclosed for director equity; RSUs vest time-based (one year).
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock with MCB |
|---|---|---|---|
| ARCTRUST (two REITs) | Private | Director | None disclosed with MCB; no related-party transactions requiring approval in 2024 |
Related-party transactions and conflicts:
- Policy: CG&N Committee must approve related-party transactions >$120,000; factors include fairness, independence, and regulatory considerations.
- 2024 disclosure: No related-party transactions required disclosure or CG&N approval.
Expertise & Qualifications
- Significant background in retail and real estate; strategic planning expertise in real estate; prior senior leadership and board experience.
- Committee experience concentrated in credit risk oversight and problem credit monitoring (Credit Committee and ARG).
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Harvey M. Gutman | 20,143 | * | Less than 1% of 11,066,234 shares outstanding as of record date (Apr 3, 2025) |
| Unvested RSUs (as of Dec 31, 2024) | 2,500 | — | Annual RSU award; vests after one year |
Ownership alignment and policies:
- Director ownership guideline: At least $100,000 in MCB stock within three years of joining the Board; as of the record date, each director complied.
- Hedging/pledging: Directors prohibited from hedging Company securities; pledging or margin accounts prohibited without Board approval; pre-notification required for any stock or derivative transactions.
- No pledges disclosed for Gutman in beneficial ownership table footnotes.
Insider Trades (Recent Filings)
| Filing Date | Form | Period of Report | Notes |
|---|---|---|---|
| Jan 26, 2024 | Form 4 | Jan 24, 2024 | Filing reflects transactions by Director Harvey M. Gutman; EDGAR Accession No. 0001104659-24-007232 |
| Jul 23, 2025 | Form 4 | Jul 23, 2025 | Filed for MCB by Harvey Gutman (director) |
Note: Director transactions are subject to the Company’s insider trading policy and pre-notification requirements.
Governance Assessment
- Board effectiveness and engagement: Heavy credit oversight load (Credit Committee met 26 times; ARG 4 times in 2024) suggests active risk oversight; Gutman is a permanent Credit Committee member, aligning with his real estate and retail development expertise.
- Independence and attendance: Identified as independent; Board-wide engagement is high with average ~98.5% attendance in 2024, and no director below 75% participation.
- Pay structure and alignment: Director pay mix includes cash plus time-based RSUs (2,500 shares), supporting alignment but lacking performance conditions; Credit Committee fee increases in 2025 reflect higher workload and may increase cash compensation for permanent members.
- Ownership alignment: Holds 20,143 shares; directors meet the $100,000 ownership guideline; hedging and pledging are restricted, reducing misalignment risks.
- Conflicts and related parties: No related-party transactions requiring disclosure in 2024; policy and CG&N oversight mitigate conflict risk.
RED FLAGS and Monitoring Items:
- Say-on-Pay headwind: 2025 advisory vote on executive compensation failed (Votes For: 3.67M; Against: 5.43M), indicating investor scrutiny of compensation governance; while this concerns NEO pay, it can raise broader governance expectations for the Board, including directors on key oversight committees.
- Age/retirement policy: At age 78, Gutman serves under a policy allowing re-nomination of directors 75+ at Board discretion; emphasizes the importance of continued contribution and refreshment planning.
- Performance linkage for director equity: RSUs vest on time, not performance; investors focused on pay-for-performance may prefer stronger performance linkage, even for directors; however, this is common market practice.
Director Compensation (Detail for 2024)
| Component | Amount | Notes |
|---|---|---|
| Cash Fees | $115,500 | Per 2024 director compensation table |
| Stock Awards (RSUs) | $126,750 | Aggregate grant-date fair value; 2,500 RSUs granted 1/24/2024 at $50.70 close; vest 1 year |
| Total | $242,250 | Sum of cash and stock awards |
Credit Committee Fee Changes (Structure)
| Credit Committee Element | 2024 Fee | 2025 Fee | Notes |
|---|---|---|---|
| Committee Chair Retainer | $10,000 | $35,000 | Increased to reflect workload; effective 2025 |
| Committee Member Per-Meeting Fee | $3,500 | $7,500 | Increased starting Q2 2025 (monthly rotations for non-permanent members) |
Performance Compensation (Director) — Metrics
| Metric Type | Disclosure | Notes |
|---|---|---|
| Director Equity Performance Metrics | None disclosed | Annual director RSUs are time-based and vest after one year (no performance conditions) |
Other Directorships & Interlocks (Detail)
| Company | Sector | Public? | Role | Interlock/Conflict Notes |
|---|---|---|---|---|
| ARCTRUST (two REITs) | Real Estate | Private | Director | No related-party transactions disclosed in 2024; CG&N reviews any such transactions under policy |
Equity Ownership (Detail)
| Item | Value | Source/Notes |
|---|---|---|
| Beneficially Owned Shares | 20,143 | Less than 1% of outstanding shares |
| Shares Outstanding (Record Date) | 11,066,234 | Record date April 3, 2025 |
| Unvested RSUs (as of 12/31/2024) | 2,500 | Annual director equity award (time-based) |
| Ownership Guideline | $100,000 | All directors compliant as of record date |
| Hedging/Pledging | Prohibited (pledging requires Board approval) | Insider trading policy; pre-notification required |
Say-on-Pay & Shareholder Feedback (Context)
- 2025 advisory vote on executive compensation failed (For: 3,665,605; Against: 5,425,695; Abstentions: 464,144; Broker Non-Votes: 645,793), highlighting investor concerns on compensation. Board ratified Crowe LLP and approved EIP amendment with strong support on other items.
Summary Implications for Investors
- Gutman brings directly relevant credit and real estate expertise to the Bank’s most intensive oversight areas (Credit and ARG), aligning with MCB’s credit risk profile.
- Ownership alignment is supported by meaningful personal holdings and RSUs, with strong restrictions on hedging/pledging, though director equity lacks performance conditions.
- No related-party transactions disclosed in 2024 and strong CG&N oversight reduce conflict risk despite outside real estate affiliations.
- Say-on-pay failure signals elevated shareholder scrutiny; sustained board responsiveness on governance and risk oversight will be important to investor confidence.