Maria Fiorini Ramirez
About Maria Fiorini Ramirez
Independent director at Metropolitan Bank Holding Corp. since 2014 (≈11 years of service). Age 76. Founder, President & CEO of Maria Fiorini Ramirez, Inc., a global economic and financial consulting firm (since 1992); previously Managing Director and Money Market Economist at Drexel Burnham Lambert. B.A., Pace University. Core credentials: deep finance/economics expertise; extensive prior board service at community and regional banks; experience in financial regulation and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maria Fiorini Ramirez, Inc. | Founder, President & CEO | 1992–Present | Global economic and financial consulting leadership |
| Drexel Burnham Lambert | Managing Director; Money Market Economist | Not disclosed | Markets/economics expertise |
| Sovereign Bancorp; Independence Community Bank; Statewide Savings Bank | Director (multiple boards) | 1989–2009 (various) | Significant prior bank board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Security Mutual Life | Director | Not disclosed | Current role |
| The Brooklyn Hospital | Director | Not disclosed | Current role |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director |
| Current Committees | Corporate Governance & Nominating (CG&N); Risk |
| Committee Meeting Load (2024) | CG&N: 5 meetings; Risk: 2 meetings (committee established July 2024) |
| Board Meetings (2024) | 13 meetings; no director attended fewer than 75%; average director attendance ~98.5% |
| Board Structure | Classified board (staggered three-year terms); independent Chair (William P. Reinhardt) |
| Risk Oversight Enhancements | Joint Board/Bank Risk Committee established in 3Q 2024; enterprise risk governance strengthened |
| Retirement Policy | Board may re-nominate directors age 75+ when in the best interests of the Company (policy updated) |
| Related-Party Transactions | None requiring CG&N approval or disclosure in 2024 |
| Outside Board Limits/Bank Board Restriction | Board policy: serving on >3 other public company boards is generally inappropriate; no director may serve on another financial institution’s board without approval/compliance review |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 91,000 | 126,750 | 217,750 | Cash/equity amounts per Director Compensation table |
- Standard 2024 director equity retainer: 2,500 RSUs; granted Jan 24, 2024 at $50.70; vest on first anniversary .
- 2024 fee schedule (context): Board Chair $75,000; Audit Chair $50,000 + $5,000/mtg; CG&N Chair $15,000 + $4,000/mtg; Compensation Chair $15,000 + $4,000/mtg; Risk Chair $35,000 (pro-rated 2024) + $4,000/mtg; Credit and ARG committee meeting fees as disclosed .
Performance Compensation (Director)
| Grant | Type | Grant Date | Shares/Units | Grant-Date Value | Vesting |
|---|---|---|---|---|---|
| Annual equity retainer | RSUs | Jan 24, 2024 | 2,500 | $126,750 | 100% vests on first anniversary |
- Note: Director compensation is not performance-metric based; awards are time-based RSUs to align with shareholders .
Other Directorships & Interlocks
| Type | Details |
|---|---|
| Current public company boards | None disclosed beyond MCB |
| Current private/non-profit boards | Security Mutual Life; The Brooklyn Hospital |
| Prior public company boards | Sovereign Bancorp; Independence Community Bank; Statewide Savings Bank (1989–2009, various) |
| Interlocks/conflicts | No related-party transactions requiring disclosure in 2024; CG&N oversees related-party policy and director independence |
Expertise & Qualifications
- Finance/economics expertise; prior senior Wall Street economist role .
- Extensive prior bank board experience across community and regional banks; risk management familiarity .
- Governance: active on CG&N and Risk Committees during risk framework redesign (2024) .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial Ownership (Shares) | 33,057 (includes 1,000 held by spouse) |
| Unvested RSUs (12/31/2024) | 2,500 (per director standard grant) |
| Shares Outstanding (Record Date) | 11,066,234 |
| Ownership % of Outstanding | ≈0.30% (33,057 / 11,066,234) |
| Director Ownership Guideline | Minimum $100,000 in MCB stock within 3 years; all directors compliant as of record date |
| Hedging/Pledging | Hedging prohibited; pledging or margin accounts prohibited without Board approval; pre-notification required for transactions |
| Section 16(a) Compliance (2024) | No delinquencies reported among directors/officers |
Governance Assessment
-
Strengths for investor confidence
- Independence and substantial sector-relevant expertise; active roles on CG&N and the newly formed Risk Committee support board effectiveness in oversight of nomination, governance, and enterprise risk during a period of industry volatility .
- Strong director alignment: meaningful equity ownership, annual RSU grants, and compliance with stock ownership guidelines; hedging/pledging restrictions reduce misalignment risk .
- Board/process quality signals: rigorous board/committee self-assessment with third-party facilitation; high attendance in 2024 (~98.5% average; no director under 75%); robust shareholder engagement (outreach to >50% holders in 2024) .
- No related-party transactions requiring disclosure in 2024, mitigating conflict risk .
-
Watch items / potential investor sensitivities
- Classified board structure persists; some investors prefer annual elections despite the Company’s continuity rationale .
- Retirement policy flexibility allowing re-nomination of directors over 75 can be positive for continuity but may draw scrutiny if refreshment stalls; the CG&N Committee oversees succession and composition .
-
Broader governance context
- Say-on-Pay passed with 91.40% support in 2024—a constructive signal of shareholder alignment with compensation governance broadly (though focused on executives) .
Overall, Maria Fiorini Ramirez appears to bring relevant financial and banking oversight expertise, with independent status, solid engagement via CG&N and Risk, and ownership alignment. No disclosed conflicts or attendance issues in 2024, and policy frameworks (hedging/pledging restrictions; related-party review) further mitigate governance risk .