Robert Patent
About Robert C. Patent
Robert C. Patent, age 74, is an independent director of Metropolitan Bank Holding Corp. (MCB) and has served on the Board since 1999. He is President of Colby Capital Corporation, a private investment firm focused on real estate acquisition, restructuring and financing, and previously served as a director of New York Federal Savings Bank until its sale to Flushing Financial in 1997; he holds a B.B.A. from The George Washington University . Mr. Patent chairs the Bank’s Credit Committee and Asset Recovery Group (ARG) Committee, and serves on the Company’s Compensation Committee and Corporate Governance & Nominating (CG&N) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colby Capital Corporation | President | 1991–Present | Private investment firm focused on real estate acquisition, restructuring and financing |
| New York Federal Savings Bank | Director | 1989–1997 | Board experience at a financial institution; service through sale to Flushing Financial |
External Roles
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in Mr. Patent’s proxy biography |
| Other boards (private/non-profit/academic) | None disclosed in Mr. Patent’s proxy biography |
Board Governance
| Body | Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|---|
| Company (MCB) | Compensation | Member | 7 | Committee of independent directors; oversees exec and director pay |
| Company (MCB) | Corporate Governance & Nominating (CG&N) | Member | 5 | Reviews related-party transactions and board composition; fully independent |
| Bank (Metropolitan Commercial Bank) | Credit | Chair (Permanent Member) | 26 | Reviews/approves certain loans; 5 permanent members (4 independent, 1 management); rotating members added |
| Bank (Metropolitan Commercial Bank) | Asset Recovery Group (ARG) | Chair | 4 | Oversees workouts and sensitive credits with senior management |
- Independence: The Board determined all directors other than the CEO and one designated non-independent director are independent under NYSE rules; CG&N is fully independent .
- Attendance: The Board met 13 times in 2024; no director attended fewer than 75% of Board/committee meetings; average director attendance ≈98.5% .
- Retirement policy: The Board’s retirement policy permits nominations over age 75 when the Board determines it is in the Company’s best interests; directors serving prior to the IPO are exempt from the policy .
Fixed Compensation
2024 Director cash fee structure (policy-level):
| Board/Committee | Chair Retainer ($) | Per Meeting Fee ($) |
|---|---|---|
| Board | 75,000 | N/A |
| Audit | 50,000 | 5,000 |
| Compensation | 15,000 | 4,000 |
| CG&N | 15,000 | 4,000 |
| Risk | 35,000 | 4,000 |
| Asset Recovery Group (Bank) | 5,000 | 3,500 |
| Credit (Bank) | 10,000 | 3,500 |
2025 adjustments (Credit Committee only):
| Credit Committee Element | 2024 Fee ($) | 2025 Fee ($) |
|---|---|---|
| Committee Chair Retainer | 10,000 | 35,000 |
| Committee Member Meeting Fee | 3,500 | 7,500 |
Mr. Patent – 2024 director compensation:
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 178,500 | Reflects meeting fees and any applicable chair/member retainers |
| Stock Awards (grant-date fair value) | 126,750 | Annual equity retainer in RSUs |
| Total | 305,250 | Sum of cash and stock award values |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Price | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| Jan 24, 2024 | RSUs | 2,500 | $50.70 | $126,750 | Vest on first anniversary of grant | None disclosed for directors; annual equity retainer time-based |
- Equity plan features: Non-employee director calendar-year cap of $800,000 ($950,000 for Board Chair); double-trigger vesting upon change-in-control for involuntary terminations; no 280G tax gross-ups; limited share recycling .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | None; no members are or were officers; no reciprocal interlocks with other issuers |
| Related-party transactions (2024) | None requiring CG&N approval or proxy disclosure |
| Outside board limits | No service on another financial institution’s board; Board approval required for service on more than three other public company boards; Board approval required for any public company board service |
Expertise & Qualifications
- Deep expertise in real estate investment and knowledge of the Company’s market; prior financial institution board experience .
- Skills highlighted by the Board include prior financial institution board experience, real estate acumen, and market knowledge .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial Ownership (shares) | 168,462 |
| Ownership (% of outstanding) | 1.52% |
| Breakdown (indirect/interests) | Includes 69,004 shares held by a partnership and 3,380 shares over which he maintains a power of attorney with voting power granted by a sibling |
| Unvested RSUs at 12/31/2024 | 2,500 RSUs for each director (annual equity retainer) |
| Stock ownership guidelines | Minimum $100,000 within three years; all directors complied as of record date |
| Hedging/Pledging policy | Hedging prohibited; pledging/margin prohibited without Board approval; pre-notification of transactions required |
| Section 16(a) compliance | No delinquent filings in 2024 |
Governance Assessment
-
Strengths for investor alignment and oversight
- Material ownership (1.52%) aligns interests with shareholders .
- Independence and strong engagement: serves on key Company committees (Compensation, CG&N) and chairs critical Bank credit-risk committees (Credit, ARG) with substantial meeting cadence (26 and 4 in 2024) .
- Board-wide attendance robust (no director below 75%; average ≈98.5%) .
- Sound director pay structure: time-based RSU retainer unchanged from 2023 (2,500 RSUs), indicating stability; cash fee framework transparent; equity plan includes double-trigger CIC and no tax gross-ups .
- No comp committee interlocks; no related-party transactions requiring disclosure .
- Hedging/pledging prohibitions and stock ownership guidelines enhance alignment .
-
Watch items
- Concentration of credit oversight: as Chair of both the Bank’s Credit and ARG Committees, Mr. Patent has significant responsibility over credit risk. The 2025 increase in Credit Committee fees acknowledges workload; investors may monitor balance of oversight across independent directors as the Bank transitions to a revised risk-committee framework .
- Tenure/retirement policy: at age 74 and a director since 1999, he falls near the retirement policy threshold; the Board can nominate over-75 directors if in the Company’s best interests and exempts pre-IPO directors (which may apply to Mr. Patent), underscoring the importance of ongoing refreshment and succession planning disclosures .
RED FLAGS
- None identified in 2024 disclosures: no related-party transactions requiring disclosure, no compensation committee interlocks, and Board attendance remained high .