Nick Rosenberg
Executive Vice President and Chief Business Development Officer at Metropolitan Bank Holding
Executive
About Nick Rosenberg
Executive Vice President and Chief Business Development Officer at Metropolitan Bank Holding Corp. (MCB). Age 53; tenure at MCB since 2001 with prior roles as EVP & Head of Global Payments (2018–June 2024) and EVP & Chief Technology Officer (2001–2018) . Education/credentials: Chartered Engineer; Member of the Institute of Engineering and Technology (UK) and IEEE (USA); BSc (Hons) from The Open University (UK); completed a postgraduate thesis in Development in Engineering and Technology . Company performance context for 2024: Net income $66.7M; loans $6.0B; deposits $6.0B; net interest margin 3.53%; GAAP net income declined 13.7% YoY while Adjusted Net Income grew 13.7% YoY; Adjusted ROATCE 12.2% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Metropolitan Bank Holding Corp. | EVP & Chief Business Development Officer | Jun 2024–Present | Drives new product initiatives (merchant acquiring), Tier-1 acquirer licensing, gaming/sports betting merchant relationships; supports full exit from global payments business . |
| Metropolitan Bank Holding Corp. | EVP & Head of Global Payments | Oct 2018–Jun 2024 | Led global payments group; growth/exit planning as part of Banking-as-a-Service wind-down . |
| Metropolitan Bank Holding Corp. | EVP & Chief Technology Officer | 2001–Oct 2018 | Led technology platform and digital initiatives underpinning franchise operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Institute of Engineering and Technology (UK) | Chartered Engineer; Member | Ongoing | Professional accreditation and technical standards leadership . |
| Institute of Electrical and Electronics Engineers (USA) | Member | Ongoing | Professional network and technical expertise . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($USD) | $404,771 | $416,915 | $433,591 (4% increase YoY) |
Performance Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Target Bonus (% of Base Salary) | 100% | 100% | 100% |
| Cash AIP Paid ($USD) | $136,610 | $106,835 | $108,398 (25% cash portion of total AIP) |
| Stock Awards (Grant-Date Fair Value, $USD) | $437,853 | $409,831 | $320,504 |
| RSUs Granted (#) | — | 7,321 | 7,792 (granted 3/1/2024) |
2024 Annual Incentive Plan (AIP) – Scorecard Details
| Component | Weight | Target/Threshold | Outcome | Payout ($USD) | Vesting |
|---|---|---|---|---|---|
| Corporate Performance (Adjusted Net Income Growth; Adjusted ROATCE) | 50% | Adjusted Net Income Growth: Target 11% (threshold 9.35–10.99%); Adjusted ROATCE: Target 10% (threshold 8.5–9.99%); corporate max capped at target | Target | $216,796 | AIP pays 25% cash / 75% RSUs; RSUs vest in 3 equal annual installments beginning ~1 year after grant . |
| Business Performance (new product/acquiring initiatives, Tier-1 acquirer license, gaming/sports betting relationships, group buildout, support exit from global payments) | 50% | Specific objectives listed | Target overall (“Meets” on each sub-goal) | $216,796 | 25% cash / 75% RSUs; same vesting . |
| Total 2024 AIP | — | — | — | $433,591 (cash component $108,398 shown above) | As above . |
Long-Term Incentives
- 2024 RSUs: 7,792 granted on 3/1/2024; grant-date fair value $320,485; vest in three equal annual installments beginning 3/1/2025 .
- No PRSUs disclosed for Rosenberg in 2024 (PRSUs granted to CEO and CLO only) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 31,589 shares (includes 750 held by children); <1% of outstanding shares . |
| Unvested RSUs (12/31/2024) | 7,792 unvested RSUs; vest in three equal annual installments beginning 3/1/2025 . |
| Options | None outstanding (no unexercised stock options as of 12/31/2024) . |
| Shares Vested (Flow Supply) | 6,493 RSUs vested/settled in 2024 ($246,734 realized); 4,053 RSUs in 2023 ($226,603) . |
| Stock Ownership Guidelines | Executives must hold 3x annual base salary; compliance within 5 years of guideline/appointment; performance RSUs/options excluded from calculation . |
| Hedging/Pledging | Hedging and speculative derivatives prohibited; margin accounts/pledging prohibited under Insider Trading Policy (executives); pre-clearance required for transactions . |
| Clawback | Incentive Compensation Recoupment Policy adopted 9/26/2023; applies to incentive comp received in prior 3 fiscal years if accounting restatement occurs . |
Employment Terms
| Provision | Economics / Triggers |
|---|---|
| Change-in-Control Agreement | If terminated without cause or resigns for good reason on/after a change in control: lump-sum severance equal to 2x base salary plus, for Rosenberg only, 2x the highest bonus earned in any of the prior 3 years; amounts reduced to avoid 280G excise tax penalties . |
| Estimated Payments (as of 12/31/2024) | Cash severance: $1,013,134; accelerated vesting value of equity: $823,849; similar amounts applicable for termination without cause/for good reason, disability, or death as enumerated in the proxy . |
| Non-compete/Non-solicit | Non-solicit provisions disclosed in employment agreements for certain executives; Rosenberg’s specific non-compete not separately disclosed in 2025 proxy; change-in-control agreement governs key economics . |
| Perquisites | Limited; executive long-term disability insurance; transportation benefits disclosed (company-wide commuter benefits) . |
Company Performance Context (Pay-for-Performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $26,593,000* | $27,903,000* | $23,829,000* |
| EBITDA ($USD) | —* | —* | —* |
*Values retrieved from S&P Global via GetFinancials. EBITDA not available in this dataset.
Additional performance highlights (2024):
- Net Income: $66.7M; GAAP Net Income Growth −13.7% YoY; Adjusted Net Income $83.2M; Adjusted Net Income Growth +13.7% YoY .
- Adjusted ROATCE: 12.2% .
- Balance sheet/operating: Loans $6.0B (+7.3% YoY); Deposits $6.0B (+4.3% YoY); NIM 3.53% .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for executives (alignment positive) .
- Clawback: Active; strengthens governance .
- Tax gross-ups: CEO has 280G gross-up protection; Rosenberg’s CIC agreement includes cutback to avoid 280G (no gross-up) .
- Related party transactions: None requiring approval or disclosure in 2024 .
- Say-on-Pay: Strong support (91.40% in 2024), reducing compensation-related governance risk .
Compensation Peer Group & Governance
- 2024 peer group updated to reflect commercial banking focus; includes DCOM, BLFY, NBBK, etc. (full list in proxy) .
- Executive compensation overseen by independent Compensation Committee; uses FW Cook as independent consultant; pay risk assessment conducted annually .
Performance Compensation – Detailed Metric Table (2024)
| Metric | Weighting | Target | Actual/Outcome | Payout ($USD) | Vesting Terms |
|---|---|---|---|---|---|
| Adjusted Net Income Growth | Corporate (part of 50%) | 11% | Target | Part of $216,796 corporate payout | 75% RSUs vesting over 3 years; 25% cash . |
| Adjusted ROATCE | Corporate (part of 50%) | 10% | Target | Part of $216,796 corporate payout | As above . |
| Product Initiative (Acquiring; lower-cost deposits) | Business (part of 50%) | Qualitative | Meets | Part of $216,796 business payout | As above . |
| Tier-1 Acquirer License (Card Brands) | Business | Qualitative | Meets | Part of $216,796 business payout | As above . |
| 2 Direct Merchant Acquiring Relationships (Gaming/Sports) | Business | Qualitative | Meets | Part of $216,796 business payout | As above . |
| Build Out Acquiring Group | Business | Qualitative | Meets | Part of $216,796 business payout | As above . |
| Support Full Exit from Global Payments | Business | Qualitative | Meets | Part of $216,796 business payout | As above . |
Investment Implications
- Alignment: 100% target AIP with balanced corporate and strategic objectives, clawback policy, and strict anti-hedging/pledging rules suggest high alignment with shareholder value and risk control .
- Vesting/Selling Pressure: Material RSU vesting cadence (3-year ratable) and recent annual vesting volumes (6,493 in 2024) can create periodic supply; however, cash portion is modest (25%), and no options outstanding mitigates forced selling dynamics .
- Retention/CIC Economics: Rosenberg’s CIC agreement (2x salary + 2x peak bonus; equity acceleration) provides retention through uncertainty but introduces potential change-in-control payouts; absence of gross-up is governance-friendly .
- Execution Focus: 2024 goals emphasize merchant acquiring build-out and exit from BaaS; successful delivery supports deposit mix and NII, aligning with 2024 Adjusted Net Income and ROATCE improvements despite GAAP headwinds .
- Governance Signals: Strong say-on-pay support (91.40%), independent comp oversight, and updated peer group reduce pay inflation and governance risk .
Notes: All compensation/ownership data specific to Nick Rosenberg are drawn from MCB’s 2025 and 2024 DEF 14A proxy statements. Financial performance highlights and non-GAAP reconciliations are per 2025 proxy. Revenues/EBITDA metrics marked with an asterisk are from S&P Global via GetFinancials and may not reflect bank net interest metrics precisely.