Scott Lublin
About Scott Lublin
Scott Lublin is Executive Vice President and Chief Lending Officer of Metropolitan Bank Holding Corp. (MCB), serving in this role since April 2018; he previously led MCB’s commercial real estate business (2008–2013) and managed BankUnited’s New York City commercial real estate lending group (2013–2018). He holds an MBA from Fordham University and a BS from SUNY Buffalo; age 58, with ~7 years’ tenure as CLO as of 2025 . Company performance in 2024: Net Income $66.7M (down 13.7% YoY; Adjusted Net Income +13.7% YoY), loans $6.0B (+7.3% YoY), deposits $6.0B (+4.3% YoY), and Net Interest Margin 3.53%; Adjusted ROATCE 12.2% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Metropolitan Commercial Bank | Senior Vice President, Commercial Real Estate | 2008–2013 | Built and managed CRE lending franchise at MCB . |
| BankUnited | Executive Vice President; Managed NYC CRE Lending Group | 2013–2018 | Led NYC CRE lending, contributing to portfolio growth and discipline . |
| Metropolitan Bank Holding Corp. | Executive Vice President & Chief Lending Officer | Apr 2018–Present | Oversees lending strategy; achieved target business performance under 2024 scorecard, balancing net loan growth, deposit relationships, and credit quality . |
External Roles
No public company directorships or external board roles disclosed for Lublin .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $510,994 | 4% YoY increase from 2023 ($491,341) . |
| Target Annual Incentive (AIP) | 100% of base salary | Scorecard-based; threshold 85%, target 100%, max 125% for non-CEO NEOs . |
| All Other Compensation (perqs/benefits) | $17,866 | Life insurance $780; Exec supplemental life & disability $5,956; Transportation $780; 401(k) employer contribution $10,350 . |
Performance Compensation
Short-Term Incentive (AIP) – 2024 Outcome
| Metric | Weighting | Target | Actual | Payout Attribution | Vesting |
|---|---|---|---|---|---|
| Corporate Performance (Adjusted Net Income Growth, Adjusted ROATCE) | 50% | Target set; corporate component capped at target | Target | $255,497 (50% of salary at target) | 25% cash; 75% RSUs vest in 3 equal annual installments beginning ~1 year after grant . |
| Business Performance (Lending KPIs) | 50% | Net loan growth ~12% YoY; deposit relationship growth; NCOs ≤50 bps; credit quality & execution follow-up | Target (comp committee assessed target given strategy shift to NIM expansion and capital preservation; deposit growth below target due to idiosyncratic year-end flows) | $255,497 (50% of salary at target) | 25% cash; 75% RSUs vest over 3 years . |
| Total AIP Payout | 100% | — | Target | $510,994 total; $127,749 paid in cash (25%); remainder settled in RSUs (75%) | RSUs vest in 3 equal annual installments beginning ~1 year after grant . |
Long-Term Incentives – Grants and Earnout
| Award | Grant Date | Target/Grant | Earnout/Outcome | Vesting |
|---|---|---|---|---|
| Time-Based RSUs (2024 grant) | 3/1/2024 | 11,199 RSUs (grant date fair value $460,615) | Time-based; not performance-linked | Vests in 3 equal annual installments starting 3/1/2025 . |
| PRSUs (2024 grant) | 5/30/2024 | Target 24,420 units (grant date fair value $999,999); Corporate performance 70% (net loan growth; deposit relationships; DDA growth); Individual 30% (NCOs <25 bps; no net increase in material loan exceptions) | Earnout assessed at 7,326 RSUs (30% of target met via individual performance; corporate below target) | Pays out in RSUs vesting in 3 equal installments beginning ~1 year after grant (June 1, 2025; Feb 28, 2026; Feb 28, 2027) . |
2024 Stock Awards Vesting/Realization
| 2024 Stock Vested | Shares | Value Realized |
|---|---|---|
| RSUs vested during 2024 | 36,509 | $2,236,142 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 49,988 shares (Record Date 4/3/2025); total shares outstanding 11,066,234 . |
| Ownership % of Outstanding | ≈0.45% (49,988 / 11,066,234) . |
| Unvested RSUs (as of 12/31/2024) | 11,199 (3/1/2024 grant); 6,329 (3/1/2023 grant); 1,393 (2/23/2022 grant) . |
| 2024 PRSU (as of 12/31/2024) | Target 24,420 unearned units; earnout later determined at 7,326 RSUs . |
| Options | None outstanding; no option awards . |
| Hedging/Pledging | Hedging prohibited; short sales prohibited; margin accounts/pledging require Board approval per Insider Trading Policy and director guidelines . |
| Executive Ownership Guidelines | NEOs: 3× base salary; expected to meet within 5 years; restricted shares/RSUs subject to performance goals excluded from calculation . |
| Guideline Compliance (indicative) | Beneficial shares ≈$2.919M using $58.40 price at 12/31/2024 vs. 3× salary $1.533M (suggests he meets guideline); price: $58.40 , salary: $510,994 , shares: 49,988 . |
Upcoming Vesting Schedule (selected)
| Date | Instrument | Shares Vesting | Notes |
|---|---|---|---|
| Mar 1, 2025 | RSUs (3/1/2024 grant) | ≈3,733 (1/3 of 11,199) | First tranche of 2024 RSUs. |
| Mar 1, 2025 | RSUs (3/1/2023 grant) | ≈2,110 (2/3 of 6,329 total over 3 years; second tranche) | Second tranche of 2023 RSUs. |
| Mar 1, 2025 | RSUs (2/23/2022 grant) | ≈465 (final 1/3 of 1,393) | Third tranche of 2022 RSUs. |
| Jun 1, 2025 | RSU tranche from 2024 PRSU earnout | ≈2,442 (1/3 of 7,326) | First tranche from 2024 PRSU earnout. |
| Feb 28, 2026 | RSU tranche from 2024 PRSU earnout | ≈2,442 (2/3 of 7,326) | Second tranche. |
| Feb 28, 2027 | RSU tranche from 2024 PRSU earnout | ≈2,442 (3/3 of 7,326) | Final tranche. |
Note: Share counts for upcoming vesting are derived from disclosed grant sizes and vesting schedules; actual realized shares can differ due to tax withholding on settlement .
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Agreement | Initial 3-year term, auto-renews daily to maintain a 3-year remaining term; confidentiality and non-solicitation obligations . |
| Severance – Without Cause / Good Reason | Lump sum equal to 2× base salary; immediate vesting of outstanding unvested equity awards upon qualifying termination . |
| Change-in-Control | Table discloses payments due upon change in control consistent with severance and equity vesting amounts; Lublin does not have a separate CIC agreement (CIC agreements apply to Dougherty, Rosenberg, Capra) . |
| Disability / Death | Cash severance equal to one times base salary ($510,994); equity awards vest (value shown separately) . |
| Equity Acceleration | Unvested equity vest upon qualifying involuntary termination without cause or resignation for good reason (and upon death) . |
| Non-Compete / Non-Solicit | Restricts solicitation of customers for 1 year post-termination; non-compete not specifically disclosed . |
| Clawback | Incentive Compensation Recoupment Policy (Dodd-Frank 954/NYSE compliant) covers 3 prior fiscal years upon accounting restatement . |
| Insider Trading | Prohibits hedging, short sales; margin/pledging only with Board approval . |
Potential Payments Upon Termination (as of 12/31/2024)
| Scenario | Cash Severance | Equity Vesting Value |
|---|---|---|
| Termination Without Cause or for Good Reason | $1,175,983 | $2,531,114 (unvested RSUs/PRSUs vest) . |
| Payments Due Upon Change-in-Control (Company table) | $1,175,983 | $2,531,114 . |
| Disability | $510,994 | $2,531,114 . |
| Death | $510,994 | $2,531,114 . |
Compensation Structure Analysis
- 2024 pay mix shows high equity linkage: AIP settled 75% in RSUs and PRSU earnout paid in RSUs with multi-year vesting, reinforcing alignment and retention .
- The Compensation Committee adjusted business scorecard assessments to target in light of strategic reorientation to NIM expansion and capital preservation (deposit growth below target), indicating discretion in goal evaluation; corporate component capped at target to limit upside risk .
- No stock options or SERP; clawback, hedging prohibitions, and ownership guidelines mitigate risk-taking and enhance alignment .
Related Party Transactions & Governance Red Flags
- No related party transactions requiring disclosure or approval in 2024 .
- No delinquent Section 16(a) filings in 2024 .
- Change-in-control agreements include 280G cutback provisions for other NEOs (not Lublin), avoiding tax gross-ups; Lublin’s severance tied to salary multiples, with equity acceleration on qualifying termination .
Compensation Peer Group and Say-on-Pay
- 2024 peer group reconstituted to reflect commercial banking focus (e.g., BLFY, DCOM, NBBK added; see full list) .
- Say-on-Pay 2024 approval: 91.40%; investor engagement reached >50% of outstanding shares in 2024 .
Investment Implications
- Alignment: Strong equity weighting (AIP RSUs 75%; PRSUs vesting 2025–2027) ties Lublin’s pay to sustained credit quality and lending discipline; ownership appears to exceed 3× salary guideline, with hedging/pledging prohibitions reducing misalignment risk .
- Retention vs. Selling Pressure: Multiple vesting events across 2025–2027 (RSUs and PRSU earnout) create periodic settlement windows; 2024 saw 36,509 shares vest ($2.24M value), implying potential selling/tax-withholding flows around vest dates .
- Performance Rigor: Committee exercised discretion to assess business metrics at target amid strategy shift; monitor continued use of adjustments to maintain pay-for-performance integrity and ensure corporate targets remain demanding (corporate component capped at target) .
- Downside Protections: Clawback, no options/SERP, and equity acceleration only on qualifying termination support risk management; severance at 2× salary is moderate and equity instant vesting could be meaningful in a downturn scenario .