Terence Mitchell
About Terence J. Mitchell
Independent director at Metropolitan Bank Holding Corp. (MCB) since 2017; age 72. Career retail-banking operator with 40+ years in branch, consumer, and retail leadership across New York–area banks; currently serves on the Audit, Compensation, and Risk Committees. The Board classifies him as independent under NYSE rules and nominated him for re‑election in 2025 based on skills, attendance, and contributions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dime Community Bank / Dime Community Bankshares | Executive Vice President, Chief Retail Officer | 2010–2016 | Senior leadership of retail banking |
| Sovereign Bank | Executive Vice President, Director of Retail Banking | 2006–2008 | Retail leadership |
| Independence Community Bank / Independence Community Bank Corp. | Executive Vice President, President of Consumer Banking | 1990–2006 | Senior consumer banking leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various Brooklyn non‑profit and public interest organizations | Board member (unspecified) | Not disclosed | Service referenced in MCB proxy; specific entities/dates not disclosed |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director under NYSE rules |
| Committees | Audit; Compensation; Risk |
| Committee chair roles | None (Committee chairs: Audit – W. Reinhardt; Compensation – G. Wolf; CG&N – D. Fredston; Risk – A. Fabiano) |
| Years on Board | Director since 2017 |
| Board structure | Classified board; continuity rationale reiterated in 2025 proxy |
| Attendance and engagement | Board held 13 meetings in 2024; no director below 75% attendance; average director attendance ~98.5%; directors expected to attend annual meeting (all attended in 2024 except one for extenuating circumstances) |
| Risk oversight refresh (2024) | New joint Board/Bank Risk Committee established in 2024; 2 meetings in 2024 (Q3 launch), with enterprise-risk focus |
| Related‑party transactions (2024) | None requiring CG&N approval or disclosure in 2024; robust policy aligned with Reg O/W and SEC/NYSE rules |
Fixed Compensation (Director)
| Component | Amount/Terms | Notes |
|---|---|---|
| 2024 Fees earned or paid in cash (Mitchell) | $231,750 | From 2024 director compensation table |
| 2024 Stock awards (Mitchell) | $126,750 | RSUs; aggregate grant‑date fair value (2,500 RSUs × $50.70) |
| 2024 Total (Mitchell) | $358,500 | Sum of cash + equity |
| Annual director equity retainer | 2,500 RSUs; vest on first anniversary of grant | 2024 grant based on $50.70 close (Jan 24, 2024) |
| 2024 meeting/chair fee schedule | Audit Chair $50k + $5k/meeting; Compensation Chair $15k + $4k/meeting; CG&N Chair $15k + $4k/meeting; Risk Chair $35k (pro‑rated in 2024) + $4k/meeting; Credit Chair $10k + $3.5k/meeting; ARG Chair $5k + $3.5k/meeting; Board Chair $75k | Applies company‑wide; Mitchell is a member (not a chair) |
Additional update for 2025: Credit Committee Chair retainer increased to $35,000 and member per‑meeting fee to $7,500; rotating schedule moves to monthly in Q2’25 (may affect rotating members) .
Performance Compensation (Director)
| Element | Structure |
|---|---|
| Performance‑conditioned elements | None disclosed for directors; annual director equity is time‑based RSUs vesting after one year; options/PRSUs not cited for directors |
Other Directorships & Interlocks
| Topic | Status |
|---|---|
| Current public company boards | None disclosed for Mitchell in 2025 proxy biography |
| Service limits / conflicts policy | Directors must obtain Board approval to serve on >3 other public boards; no director may serve on the board of another financial institution or its holding company; independence assessed annually |
| Compensation Committee interlocks | None; committee comprised solely of independent directors |
Expertise & Qualifications
- Extensive retail and consumer banking expertise; senior leadership at publicly traded financial institutions .
- Experience in risk management and operations; deep knowledge of MCB’s communities and markets .
- Education: B.B.A., Iona College .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Mitchell) | 18,026 shares; less than 1% of outstanding |
| Shares outstanding (record date) | 11,066,234 (as of April 3, 2025) |
| Director ownership guidelines | Minimum $100,000 in MCB stock within 3 years; all directors were in compliance as of record date |
| Hedging/pledging policy | Hedging prohibited; pledging/margin accounts prohibited without Board approval; pre‑notification of transactions required |
| Section 16 compliance | No delinquent insider ownership filings in 2024 |
Governance Assessment
-
Strengths for investor confidence
- Independent status; sits on key control committees (Audit, Compensation, Risk) that oversee financial reporting integrity, pay, and enterprise risk—important for a NY‑area CRE‑exposed commercial bank .
- Board upgraded risk governance in 2024 by forming a joint Risk Committee; Mitchell’s membership aligns him to this enhanced oversight remit .
- Strong board engagement: 13 meetings in 2024 with ~98.5% average attendance; no director below 75% .
- Alignment mechanisms: director equity retainer in RSUs; director ownership guideline compliance; anti‑hedging/pledging restrictions .
- No 2024 related‑party transactions requiring approval/disclosure; Section 16 compliance clean .
- Compensation Committee is fully independent; uses independent consultant (FW Cook) with no conflicts; no interlocks .
- Say‑on‑Pay support at 91.40% in 2024 indicates broad shareholder alignment with compensation program design (broader governance signal) .
-
Watch items / context
- Risk Committee was newly established (2 meetings in 2024) and is scaling; continued maturation and cadence will be important to monitor given sector risk backdrop .
- Director is not identified as an Audit Committee financial expert (designation held by Reinhardt and Gold); however, he serves on Audit .
- Board remains classified; while justified for continuity, some investors prefer annual elections; Board articulates its rationale .
RED FLAGS: None identified in filings for Mitchell—no related‑party ties disclosed, no Section 16 delinquencies, and no hedging/pledging indicated .
Appendix: Committee Workload Snapshot (context for membership)
| Committee | 2024 Meetings | Membership/Role (Mitchell) |
|---|---|---|
| Audit | 8 | Member |
| Compensation | 7 | Member |
| Risk (launched 2H’24) | 2 | Member |