Katrina Robinson
About Katrina Robinson
Independent director of Metropolitan Bank Holding Corp. (MCB) since 2021; age 42. Current roles: CEO of Cone Marshall Group (since 2022) and CEO of Teton Trust Company LLC (since 2017). Education includes J.D. from Benjamin Cardozo School of Law, MPhil from University of Cambridge, and B.A. from Princeton University. Core credentials in trusts, succession planning, cross-border governance, and international wealth management; admitted to practice law in New York .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International wealth management firm (New York) | Portfolio Manager | Not disclosed | Wealth management and portfolio oversight |
| Private family offices | Legal counsel | Not disclosed | Trusts, succession planning, governance in cross-border contexts |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cone Marshall Group | CEO | 2022–Present | International trust and fiduciary services |
| Teton Trust Company LLC (Wyoming) | CEO | 2017–Present | Trust and fiduciary services |
Board Governance
- Independence: Robinson is an independent director under NYSE standards .
- Committee assignments: Rotated off Corporate Governance & Nominating (CG&N) and joined the Audit Committee starting in 2025; Audit Committee had 8 meetings in 2024 .
- Attendance and engagement: Board met 13 times in 2024; average director attendance ~98.5%; no director attended <75%; all but one director attended the 2024 annual meeting .
- Board structure and leadership: Classified board (three-year staggered terms) affirmed for continuity; independent Chair in place. William Reinhardt served as Chair since 2018; Anthony J. Fabiano elected independent Chair on Sept 30, 2025 .
- Risk oversight: In 2024 the Board established a joint Risk Committee and revamped management risk committees to strengthen enterprise risk oversight (ERM, ALCO, IT/InfoSec, Compliance, New Products). Chief Risk Officer reports to the Risk Committee; Board receives semi-annual cybersecurity briefings .
- Governance policies: CG&N reviews director outside boards and conflicts; limits include no service on other financial institution boards and no more than three other public company boards; all incumbent directors in compliance .
Fixed Compensation
| Component (FY 2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 69,000 | Reflects Board/committee service |
| Stock Awards (RSUs) | 126,750 | Annual equity retainer; 2,500 RSUs |
| Total | 195,750 | Sum of cash + stock |
MCB non-management director fee schedule (2024):
| Board/Committee | Chair Retainer ($) | Per Meeting Fee ($) |
|---|---|---|
| Board | 75,000 | N/A |
| Audit | 50,000 | 5,000 |
| Compensation | 15,000 | 4,000 |
| Corporate Governance & Nominating (CG&N) | 15,000 | 4,000 |
| Risk | 35,000 | 4,000 |
| Asset Recovery Group (Bank) | 5,000 | 3,500 |
| Credit Committee (Bank) | 10,000 | 3,500 (2024); rising to 7,500 and Chair to 35,000 in 2025 |
Performance Compensation
| RSU Grant Details | Value |
|---|---|
| Annual equity award (grant date) | Jan 24, 2024; 2,500 RSUs; grant-date fair value $126,750; based on $50.70 closing price |
| Vesting | RSUs vest on first anniversary of grant |
| Unvested RSUs at 12/31/2024 | 2,500 RSUs |
- Director stock ownership guidelines: Directors encouraged to hold at least $100,000 in MCB stock; expected to meet within three years; all directors complied as of record date .
- Policies: Anti-hedging and restrictions on pledging/margin without Board approval; Insider Trading Policy prohibits hedging/short sales; Clawback policy adopted Sept 26, 2023 for incentive-based compensation tied to financial reporting measures .
Other Directorships & Interlocks
- Public company boards: None disclosed for Robinson .
- Interlocks/conflicts: CG&N reviews external affiliations; policy prohibits service on other financial institution boards; incumbents in compliance .
- Related-party transactions: No related party transactions requiring CG&N approval or disclosure in 2024 .
Expertise & Qualifications
- Trusts, succession planning, cross-border governance; legal expertise (NY admitted) .
- International business/entrepreneurial background servicing family offices and private clients .
- Audit committee service beginning 2025; Board values financial, regulatory, risk, and technology skills across directors; ongoing director education overseen by CG&N .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 5,000; less than 1% of outstanding |
| Unvested RSUs (12/31/2024) | 2,500 |
| Shares outstanding (record date) | 11,066,234 |
| Ownership guideline compliance | Complied as of record date |
| Hedging/Pledging | Hedging prohibited; pledging requires Board approval |
| Section 16 compliance | No delinquent filings in 2024 |
Say-on-Pay & Shareholder Feedback
| Year | Votes For | Votes Against | Abstentions | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| 2025 (2024 NEO pay) | 3,665,605 | 5,425,695 | 464,144 | 645,793 | Failed (did not receive majority) |
| 2024 (2023 NEO pay) | 91.40% support | — | — | — | Passed |
- Engagement: Company reached out to investors representing over 50% of outstanding common stock in 2024 to discuss governance/executive pay practices .
Compensation Committee Analysis
- Membership and independence: Compensation Committee comprised solely of independent directors; 7 meetings in 2024 .
- Independent consultant: FW Cook retained; annual independence review concluded no conflicts; FW Cook advises peer benchmarking, CD&A disclosures .
- Peer group and methodology: Peer group reconstituted in 2024 to reflect commercial banking focus and size; committee does not target a fixed percentile; uses pay-for-performance alignment and risk assessment .
Governance Assessment
- Positives
- Independence and relevant fiduciary expertise; rotating onto Audit Committee strengthens financial oversight .
- High Board engagement and attendance; robust risk and cybersecurity oversight with redesigned committee structure .
- Clear policies on hedging/pledging, clawbacks, insider trading; director ownership guidelines met, enhancing alignment .
- No related-party transactions requiring disclosure in 2024; CG&N actively monitors conflicts and outside board service .
- RED FLAGS / Watch items
- 2025 Say-on-Pay failed (majority “Against”), signaling shareholder concerns with executive pay; expect heightened investor engagement and potential program adjustments .
- Equity plan share increase approved by stockholders in 2025 to sustain equity-based compensation; monitor dilution and alignment with performance amid stock repurchase program offset .
Board Committees Overview (Context)
| Committee | Robinson’s Role | Meetings (2024) | Key Responsibilities |
|---|---|---|---|
| Audit | Member (joined 2025) | 8 | Financial reporting, auditor oversight, internal audit, controls |
| CG&N | Member (through 2024; rotated off 2025) | 5 | Director nominations, evaluations, governance and ESG oversight, related-party reviews |
| Risk | Not listed as member | 2 | Enterprise risk appetite/oversight (established July 2024) |
| Credit (Bank) | Rotating membership schedule | 26 | Loan approvals; rotating director participation |
Director Compensation Structure Notes
- Annual equity retainer of 2,500 RSUs vesting after one year; cash fees depend on committee service and chair roles .
- 2025 adjustments increased Credit Committee compensation (Chair retainer to $35,000; member per-meeting to $7,500), reflecting workload and market practices .
Attendance and Meeting Participation
- Board met 13 times in 2024; average attendance ~98.5%; high engagement expectation; directors expected to attend all Board and committee meetings and annual stockholder meetings .
Related Policies and Governance Documents
- Corporate Governance Guidelines (retirement policy, composition, lead director duties); Code of Ethics overseen by Audit Committee; public posting on investor relations website .