William Reinhardt
About William Reinhardt
William P. Reinhardt is the independent Chair of the Board at Metropolitan Bank Holding Corp. (MCB), serving as a director since 2013 and Chair since 2018. He is 78 years old, with a background as a Senior Director at Alvarez & Marsal and as an Assistant Deputy Comptroller for Community Banks at the OCC overseeing more than 200 community and regional banks. He holds a degree from the Graduate School of Banking at the University of Wisconsin and a B.A. from LIU Post, and is recognized for deep regulatory, risk, and audit expertise, including designation as an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the Comptroller of the Currency (OCC) | Assistant Deputy Comptroller for Community Banks, Northeast District | Not disclosed | Oversaw >200 community/regional banks; served on interagency committees to address emerging issues |
| — | — | — | — |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Alvarez & Marsal | Senior Director | 2008–Present | Senior advisory role at leading turnaround and professional services firm |
| — | — | — | — |
Board Governance
- Independence and leadership: Independent director; independent Board Chair since 2018. Duties include presiding over Board meetings, setting agendas with the CEO, ensuring information flow, and other responsibilities as requested by the Board.
- Attendance and engagement: The Board met 13 times in 2024; no director attended fewer than 75%, and average attendance was ~98.5%. All directors but one attended the 2024 annual meeting (excused).
- Board structure: Classified Board (staggered three-year terms) maintained to support continuity, recruitment and long-term oversight in a highly regulated banking context.
- Risk oversight: In 3Q24, the Board formed a joint Risk Committee to strengthen enterprise risk governance; Reinhardt is a member. Cybersecurity oversight includes regular Risk Committee updates and semi-annual briefings from the CISO.
- Independence framework: The Board evaluates director independence annually and enforces strict policies on other public company boards (generally no more than three, with explicit approval) and none at another financial institution.
Committee assignments (2024 activity)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 8 | Reinhardt and David Gold designated “audit committee financial experts” by the Board |
| Compensation | Member | 7 | Oversees executive and director pay, uses independent consultant FW Cook |
| Corporate Governance & Nominating (CG&N) | Member | 5 | Leads Board/committee evaluations, director nominations, related-party oversight |
| Risk (formed 2H24) | Member | 2 | Joint committee with Bank board; enterprise risk oversight |
| Bank Credit Committee | Permanent Member | 26 | Reviews/approves loans; structure enhances director credit oversight |
| Bank Asset Recovery Group (ARG) | Permanent Member | 4 | Reviews criticized loans and workout plans |
Fixed Compensation
| Component | Amount | Source/Details |
|---|---|---|
| Fees earned or paid in cash (2024) | $385,500 | Aggregated director cash compensation |
| Stock awards (2024) | $126,750 | 2,500 RSUs @ $50.70 grant date value (Jan 24, 2024), vest on first anniversary |
| Total director compensation (2024) | $512,250 | Sum of cash and equity |
| Relevant Director Fee Schedule (2024) | Amount | Notes |
|---|---|---|
| Board Chair Retainer | $75,000 | Annual cash retainer |
| Audit Committee Chair Retainer | $50,000 | Annual cash retainer |
| Audit Committee Per-Meeting Fee | $5,000 | Per meeting |
| Compensation Committee Per-Meeting Fee | $4,000 | Per meeting |
| CG&N Committee Per-Meeting Fee | $4,000 | Per meeting |
| Risk Committee Per-Meeting Fee | $4,000 | Per meeting (chair retainer pro-rated in 2024; Reinhardt not chair) |
| Credit Committee (Bank) Per-Meeting Fee | $3,500 | Per meeting; chair retainer $10,000 (Reinhardt not chair) |
| ARG Committee (Bank) Per-Meeting Fee | $3,500 | Per meeting; chair retainer $5,000 (Reinhardt not chair) |
Performance Compensation
| Performance Metric(s) Tied to Director Pay | Status |
|---|---|
| Performance-based metrics for directors | Not disclosed; director equity compensation is an annual RSU grant that vests after one year; no stock options disclosed for directors |
Director compensation is structured with annual equity (RSUs) and cash retainers/meeting fees; no director performance scorecards or PSU/option programs are disclosed for directors.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Reinhardt |
| Compensation Committee interlocks | None reported by the company |
| Prohibition on certain outside boards | No service permitted on boards of another financial institution or its holding company; other public boards require Board approval and are capped by policy |
Expertise & Qualifications
- Regulatory and supervisory depth: Former OCC Assistant Deputy Comptroller for Community Banks overseeing >200 banks; extensive interagency committee work.
- Audit and financial expertise: Designated audit committee financial expert; deep banking, risk management, and compliance experience.
- Board leadership: Independent Chair since 2018 with robust agenda-setting and information oversight responsibilities.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 21,280 shares (<1% of outstanding) |
| Unvested director RSUs (as of 12/31/2024) | 2,500 RSUs per director |
| Ownership guidelines | Directors encouraged to hold ≥$100,000 in MCB stock within 3 years; as of record date, all directors complied |
| Hedging/pledging | Hedging prohibited; pledging/margin accounts prohibited without Board approval; pre-notification required for trades |
Related-Party Transactions and Conflicts
- Policy: CG&N Committee must approve related-party transactions >$120,000; comprehensive Regulation O/W controls; factors include fairness, independence, regulatory acceptability.
- 2024 outcome: No related-party transactions required approval or disclosure in 2024.
- Outside roles and conflicts: No disclosure of company transactions with Alvarez & Marsal or other Reinhardt-affiliated entities; Board policy restricts service on other financial institution boards, mitigating interlock risks.
Say-on-Pay & Shareholder Feedback (context for Compensation Committee oversight)
- 2024 Say-on-Pay approval: 91.40% support, with expanded investor outreach to holders representing >50% of outstanding shares.
Governance Assessment
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Strengths
- Independent Chair with deep regulatory and audit credentials; designated audit committee financial expert. Likely positive for investor confidence in financial reporting and risk oversight.
- High engagement indicators (Board convened 13 times; average attendance ~98.5%; no director below 75%).
- Strengthened risk governance (formation of joint Risk Committee; direct involvement by Reinhardt) and robust cybersecurity oversight cadence.
- Clear alignment mechanisms: director stock ownership guidelines (compliant), anti-hedging/pledging policy, annual equity grants to directors.
-
Watch items
- Classified Board structure and updated retirement policy enabling re-nomination at >75 years may be viewed by some investors as entrenchment risk; Board provides rationale focused on continuity and recruitment in a regulated environment.
- Heavy committee workload (Audit Chair; member of Compensation, CG&N, Risk; permanent member on Credit and ARG) concentrates oversight responsibilities—mitigated by disclosed high attendance and established evaluation processes.
-
Red flags
- None disclosed specific to Reinhardt regarding attendance shortfalls, related-party transactions, hedging/pledging, or regulatory investigations.
Overall, Reinhardt’s profile (independent Chair, audit financial expert, and former bank regulator) aligns with strong board effectiveness in audit and risk oversight, with structural considerations (classified board; age policy) to monitor relative to shareholder preferences.