UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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METROPOLITAN BANK HOLDING CORP.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14-6(i)(1) and 0-11.

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Letter from Our Chief Executive Officer

Dear Stockholder:

On behalf of our Board of Directors, we cordially invite you to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Metropolitan Bank Holding Corp. (the “Company”). The Annual Meeting will be held on Wednesday, May 28, 2025 at 9:00 a.m., Eastern Time. We are holding our Annual Meeting in a virtual meeting format once again this year to ensure expanded access, improved communication and cost savings for our stockholders. Your attendance at the Annual Meeting is important to us, and we have provided detailed instructions for voting your shares, virtually attending and participating at the Annual Meeting starting on page 69 of this proxy statement (this “Proxy Statement”).

The enclosed Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted at the Annual Meeting. The Company’s Annual Report to Stockholders, which contains detailed information concerning our activities and operating performance, is also enclosed for your review. We encourage you to read both this Proxy Statement and the Annual Report carefully prior to voting your shares and attending the annual meeting. With our unique position as a mid-sized commercial bank head-quartered in New York City, we see a great deal of potential to drive long-term value for our stockholders. The Board of Directors is regularly engaged with our management team to advise and challenge them toward better outcomes for you, our valued stockholder.

You will be asked to vote on the following items at the Annual Meeting:

1.

the election of four directors;

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2.

a non-binding advisory proposal to approve the compensation of our Named Executive Officers for 2024 (the “Say-on-Pay” proposal);

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3.

the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December 31, 2025; and

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4.

the approval of an amendment to the Amended and Restated Metropolitan Bank Holding Corp. 2022 Equity Incentive Plan (the “Equity Incentive Plan Amendment”).

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The Board of Directors unanimously recommends a vote “FOR” each of the director nominees, approval of the Say-on-Pay proposal, the ratification of our independent registered public accounting firm, and the approval of the Equity Incentive Plan Amendment.

Your vote is important to us, whether or not you plan to virtually attend the Annual Meeting. Please vote your shares through any of the acceptable means described in this Proxy Statement as promptly as possible.

We thank you for your investment in the Company and look forward to convening with you on May 28th.

 

Notice of Annual Meeting of Stockholders
To Be Held on May 28, 2025

Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of Metropolitan Bank Holding Corp. (the “Company”) will be:

 

​	Agenda for the Annual Meeting				​	​	Board Recommendation				​
​	1.	​	​	Election of four directors to serve on our Board of Directors (the “Board” or “Board of Directors”) for a three-year term ending at the 2028 Annual Meeting;	​	​		​	​	FOR each director nominee	​
​	2.	​	​	Approval of a non-binding advisory vote regarding the 2024 compensation of our Named Executive Officers, as disclosed in the Proxy Statement (“Say-on-Pay” vote);	​	​		​	​	FOR	​
​	3.	​	​	Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025;	​	​		​	​	FOR	​
​	4.	​	​	Approval of the Equity Incentive Plan Amendment; and	​	​		​	​	FOR	​
​	5.	​	​	Such other matters as may properly come before the Company at the Annual Meeting, or any adjournments thereof. At this time, the Board is not aware of any other business to come before the Company at the Annual Meeting.	​	​	​	​	​	​	​

​	YOUR VOTE IS IMPORTANT. PLEASE VOTE AS SOON AS POSSIBLE BY:							​
​		​	​	INTERNET	​	​	Go to www.investorvote.com/MCB	​
​		​	​	PHONE	​	​	Call toll-free 1 (800) 652-VOTE (8683)	​
​		​	​	MAIL	​	​	Complete, sign, date and return your proxy card in the postage-paid envelope	​
​		​	​	ATTEND THE MEETING	​	​	Attend virtually and vote online during the meeting	​

​	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING	​
​	The Proxy Statement, Proxy Card and Annual Report are available at www.edocumentview.com/MCB	​

 

Table of Contents

​	1​	​	​	​	Proposal 1 — Election of Directors​	​
​	1	​	​	​	Background	​
​	2	​	​	​	Director Nominees	​
​	9​	​	​	​	Corporate Governance Information​	​
​	9	​	​	​	Director Skills and Qualifications	​
​	10	​	​	​	Corporate Governance Practices	​
​	16	​	​	​	Board Structure and Leadership	​
​	17	​	​	​	Board’s Role in Risk Oversight	​
​	21	​	​	​	Board Meetings and Committee Information	​
​	24	​	​	​	Director Compensation	​
​	27​	​	​	​	Executive Officers Who Are Not Directors​	​
​	29​	​	​	​	Proposal 2 — Advisory Vote on Named Executive Officer Compensation​	​
​	30​	​	​	​	Compensation Discussion and Analysis​	​
​	30	​	​	​	Introduction	​
​	31	​	​	​	Compensation Philosophy	​
​	31	​	​	​	Compensation and Governance Practices	​
​	32	​	​	​	Pay Program and 2024 Compensation Overview	​
​	32	​	​	​	2024 Financial and Strategic Highlights	​
​	39	​	​	​	Compensation Determination Process	​
​	33	​	​	​	2024 Pay Components and Compensation Decisions	​
​	38	​	​	​	Additional Compensation Elements	​
​	41	​	​	​	Other Compensation Considerations	​
​	43	​	​	​	Compensation Committee Report	​
​	44​	​	​	​	Compensation Matters​	​
​	44	​	​	​	Summary Compensation Table	​
​	47	​	​	​	Grant of Plan-Based Awards	​
​	48	​	​	​	Outstanding Equity Awards at Fiscal Year-End	​
​	49	​	​	​	Option Exercises and Stock Vested Table	​
​	49	​	​	​	Pension Benefits	​
​	49	​	​	​	Nonqualified Deferred Compensation	​
​	49	​	​	​	Potential Payments Upon Termination or Change-in-Control	​

​	52​	​	​	​	CEO Pay Ratio​	​
​	53​	​	​	​	Pay Versus Performance​	​
​	54	​	​	​	Tabular List of Financial Performance Measures	​
​	55	​	​	​	Analysis of the Information Presented in the Pay Versus Performance Table	​
​	56​	​	​	​	Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm	​
​	57	​	​	​	Audit Fees, Audit Related Fees, Tax Fees and All Other Fees	​
​	57	​	​	​	Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm	​
​	58	​	​	​	Audit Committee Report	​
​	59	​	​	​	Proposal 4 — Approval of the Equity Incentive Plan Amendment	​
​	59	​	​	​	Equity Compensation is Fundamental to our Compensation Philosophy and Business Strategy	​
​	62	​	​	​	Key Features of the Amended Equity Incentive Plan	​
​	65	​	​	​	Federal Income Tax Considerations	​
​	66	​	​	​	Accounting Treatment	​
​	67​	​	​	​	Stock Ownership​	​
​	68	​	​	​	Delinquent Section 16(a) Reports	​
​	69​	​	​	​	General Information about the Annual Meeting​	​
​	69	​	​	​	Annual Meeting Q&A	​
​	73	​	​	​	Stockholder Proposals	​
​	74	​	​	​	Other Matters	​
​	74	​	​	​	Householding	​
​	74	​	​	​	Miscellaneous	​
​	A-1	​	​	​	Appendix A: Non-GAAP Reconciliations​	​
​	B-1	​	​	​	Appendix B: Equity Incentive Plan Amendment	​

 

Proposal 1 — Election of Directors

Background

The Company’s Board is currently comprised of twelve members. The directors are divided into three classes, equal in number, with one class of directors elected annually. The Company’s directors are generally elected to serve for a three-year period or until their respective successors have been elected and qualified.

Four directors have been nominated for election at the Annual Meeting:

•

The four director nominees currently sit on our Board and are standing for re-election. The nominees also serve on the board of directors of the Company’s wholly-owned operating subsidiary, Metropolitan Commercial Bank (the “Bank”).

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Each of the director nominees is independent as defined in the listing standards of the New York Stock Exchange (“NYSE”) and the Board has determined that the nominees are able to devote the necessary time and effort for Company matters.

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The Board and its CG&N Committee have concluded that each of the nominees should be recommended for re-election as a director after considering, among other factors, each nominee’s:

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(i)

experience, skills and contributions that such incumbent nominee brings to the Board and the committees on which such nominee serves,

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(ii)

attendance and performance at Board and committee meetings, and

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(iii)

length of service on the Board.

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Metropolitan Bank Holding Corp. | 2025 Proxy Statement   1

Proposal 1 — Election of Directors

Each director nominee abstained from the Board and CG&N Committee determination regarding his or her respective nomination for re-election. Additional information regarding the Board’s director nomination process begins on page 11 of this Proxy Statement.

•

The nominees have skills, expertise and experience in a wide range of areas, including:

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Information about each director’s professional experience, skills, expertise and contributions, including for the director nominees, is provided starting on page 2 of this Proxy Statement.

The Company has maintained a classified board since its formation in 1999. As discussed in more detail under the “Board Structure and Leadership” section below, the Board continues to believe that maintaining a classified Board structure is in the Company’s best interests by promoting continuity and stability in the leadership, facilitating our ability to recruit and retain highly qualified directors and developing directors with a long-term perspective and enduring institutional knowledge of and experience with the Company.

The proxies solicited on behalf of the Board (other than proxies in which the vote is withheld as to any nominee) will be voted at the Annual Meeting to elect the proposed nominees. If a nominee is unable to serve, the shares represented by such proxies will be voted to elect such substitute as the Board may determine. The Board is unaware of any reason that a nominee named in this Proxy Statement would be unable to serve, if elected.

Director Nominees and Continuing Directors

NOMINEES WITH TERMS ENDING IN 2025

 

2   Metropolitan Bank Holding Corp. | 2025 Proxy Statement

Proposal 1 — Election of Directors​

 

Metropolitan Bank Holding Corp. | 2025 Proxy Statement   3

Proposal 1 — Election of Directors

CONTINUING DIRECTORS WITH TERMS ENDING IN 2026

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(1)

The Board has elected not to designate Mr. Fabiano as “independent” due to his previous employment as an executive officer of the Company. Mr. Fabiano could qualify as independent under NYSE listing standards because it has been more than three years since he ceased serving as an executive officer of the Company. See “Board Independence” on page 15 below for additional information.

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4   Metropolitan Bank Holding Corp. | 2025 Proxy Statement

Proposal 1 — Election of Directors​

 

Metropolitan Bank Holding Corp. | 2025 Proxy Statement   5

Proposal 1 — Election of Directors

CONTINUING DIRECTORS WITH TERMS ENDING IN 2027

 

6   Metropolitan Bank Holding Corp. | 2025 Proxy Statement

Proposal 1 — Election of Directors​

 

Metropolitan Bank Holding Corp. | 2025 Proxy Statement   7

Proposal 1 — Election of Directors

 

8   Metropolitan Bank Holding Corp. | 2025 Proxy Statement

Corporate Governance Information

Director Skills and Qualifications

The Board believes that the nominees for re-election meet the criteria discussed in more detail in the “Director Nomination Process” section starting on page 11 of this Proxy Statement. The Board considers each director, including the directors that are not nominated for election, as capable of effectively and thoughtfully overseeing the Company’s management and contributing to the breadth and depth of experience of the Board overall.

The CG&N Committee is responsible for periodically evaluating the composition of the Board as a whole to support the Board’s overall succession planning efforts, and ensure that the Board and each of its standing committees include directors with the requisite expertise and experience to fulfill their duties and responsibilities. The table below highlights skills and experience categories considered by the CG&N Committee and the Board as relevant to advancing the Board’s role and responsibilities, and are considered by the CG&N Committee in a general manner in its process of identifying and reviewing director candidates and director nominees.

This matrix does not encompass all of the knowledge, skills, or experiences of our directors, and the fact that a particular skill is not listed does not mean that a director does not possess the skill. In addition, a director’s lack of a particular knowledge, skill, or experience with respect to a certain area does not mean the director is unable to contribute to the decision-making process in that area. The degree and type of knowledge, skills, and experience listed above may vary among directors.

A component of the Board’s consideration of director qualifications is its desire to foster diversity in viewpoints, professional experience, tenure, education and skills in the boardroom. In addition to valuing variety in skills and experience, the Board also believes that the Board and the Company benefit from directors with diverse backgrounds.

 

Metropolitan Bank Holding Corp. | 2025 Proxy Statement   9

Corporate Governance Information

Corporate Governance Practices

The Company has developed a corporate governance framework that underpins the strength and resiliency of our business. The governance framework is designed to benefit our stockholders and other stakeholders, including clients, employees and the communities in which we operate. Fundamental to this framework is an independent and engaged Board that has adopted and oversees the development of key governance practices for the Company. Recent developments within our governance framework are described below, and each of the Company’s key governance practices are discussed in more detail throughout this section.

CORPORATE GOVERNANCE DEVELOPMENTS

Our Board has a well-established focus on long-term business strategy and resiliency, corporate culture and performance. The Board was positioned to oversee and guide the company through uncertainty and volatility during 2024, including high interest rates that have impacted banks weighted in the real estate market in the communities in which we operate. The Board was highly engaged on developments in the macroeconomic environment and the financial services sector, the Company’s loan portfolio quality and performance, as well as consistent financial, operational, strategic and business-related topics. Throughout 2024, the Board maintained regular and open dialogue with management regarding its direction and action on key business initiatives, such as the Bank’s Modern Banking in Motion information technology and digital transformation project and its exit from the Banking-as-a-Service (“BaaS”) business, as well as regarding risk management and compliance practices and programs and related developments.

Beyond the Board’s comprehensive meeting schedule and agenda, the Board directed and administered a number of key governance enhancements in recent years, including:

•

In 2024, the Board adopted a comprehensive set of enhancements to the structure of its standing committees and to the management committee framework as part of broader efforts by the Company and the Board to strengthen the Company’s risk management programs and to position the Company for continued and responsible growth. As a result of the changes, the Board and the board of directors of the Bank established a joint Risk Committee to provide a particular focus on enterprise risk oversight. A discussion of the Board’s role in risk oversight, including specific description of the changes to the board- and management-committee framework, can be found under the “Board’s Role in Risk Oversight” section starting on page 17 of this Proxy Statement.

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•

The Company has committed to expand its stockholder engagement efforts with the aim of developing stronger relationships with our investors and to collect feedback to inform our governance practices. Accordingly, we reached out to investors representing over 50% of our outstanding common stock in 2024, in advance of last year’s Annual Meeting, resulting in enhanced dialogue about governance issues with our top shareholders.

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•

Adjustments to the Board’s self-evaluation exercise to assist with, among other matters, generating more decision-useful information for the Board, as well as helping develop a multi-year perspective on Board performance.

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•

The Company’s Amended and Restated Bylaws (the “Bylaws”) and Corporate Governance Guidelines were updated to provide the Board the discretion to approve a nominee for re-election who would be 75 years of age or older at the time of election if, after considering (i) the criteria for selecting director nominees, (ii) the capacity of such nominee to continue to make meaningful contributions to the Board, and (iii) the needs of the Company, the Board determines that re-nomination is in the best interests of the Company.

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10   Metropolitan Bank Holding Corp. | 2025 Proxy Statement

Corporate Governance Information​

•

The CG&N Committee continues to drive enhancements to the new director onboarding process and director education program to ensure directors are provided with timely training and development opportunities on key topics and in a variety of formats. For example, directors are provided with a catalogue of continuing education programs covering a range of topics delivered through external providers.

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Our governance framework continues to evolve based on the needs of the Company and the Board. We are committed to evolving our governance practices with reference to peer practices as well as industry standards, frameworks, and guidance to help ensure that the Board remains well positioned to oversee the Company’s strategy and operations and to guide management in the pursuit of sustainable, long-term business growth. The key pillars of the Company’s governance framework are described in more detail below.

DIRECTOR NOMINATION PROCESS

The CG&N Committee has primary responsibility for developing the criteria for the selection of individuals to be considered for appointment, election or re-election to the Board; leading searches for qualified director candidates; and recommending to the Board the director nominees for election at the Annual Meeting who meet such criteria. In furtherance of these responsibilities, the CG&N Committee periodically evaluates the composition of the Board as a whole, to support the Board’s overall succession planning efforts, and to ensure that the Board and each of its standing committees includes directors with the requisite expertise and experience to fulfill its duties and responsibilities. In addition to its consideration of directors’ skills and experience, including the skills categories highlighted in the “Director Skills” section and corresponding table above, the CG&N Committee’s evaluation of Board composition takes into account:

•

the results of the Board’s self-evaluation process,

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•

the total mix of experience, expertise and backgrounds on the Board,

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•

the Board’s independence and balance of management and non-management directors, and

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•

succession planning.

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The CG&N Committee’s director nomination and succession planning efforts have supported steady refreshment on the Board since the Company’s initial public offering, including the addition of three new directors in the last five years.

In addition to the CG&N Committee’s periodic assessment of the Board’s composition overall, the CG&N Committee will re-evaluate each director at the end of their then-current term, prior to such director’s re-nomination for election to the Board. This evaluation is conducted with a particular focus on balancing experience and institutional knowledge with the benefits of refreshment, including introducing new viewpoints and perspectives to the boardroom.

Generally, incumbent directors with skills and experience that are relevant to the Company’s business and who are willing to continue in service are considered for re-nomination. The CG&N Committee reviews such directors in light of their:

•

attendance and performance at Board and committee meetings;

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•

length of service on the Board and, to the extent relevant, applicable committees of the Board;

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•

experience, skills and contributions brought to the Board and applicable committees of the Board; and

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•

independence.

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To facilitate the CG&N Committee’s assessment of an incumbent director’s suitability for re-nomination, the committee reviews the director’s service on outside boards and other affiliations (to assess the presence of actual or perceived conflicts of interest, and currency of industry expertise). Our Corporate Governance Guidelines direct the CG&N Committee to consider, among other factors, the number of other public company boards on which a director serves. It is the Board’s policy that membership on the board of more than three other public companies would be inappropriate for a director of the Company and requires that directors receive Board approval before accepting a nomination for election as a director of more than three public companies in addition to their service on the Company’s Board. No director may serve on the board of another financial institution or its holding company. In addition, a director may not serve on any public company’s board unless such service is approved by the Board (and does not otherwise violate applicable banking regulations).

The Corporate Governance Guidelines specifically outline a director’s obligation to advise the Chair of the Board in advance of accepting an invitation to serve on the board of another public company. The CG&N Committee has reviewed compliance with such policies, and all of the incumbent directors, including the director nominees, are in compliance.

Furthermore, the Board, on recommendation from the CG&N Committee, recently updated the Board’s retirement policy in the Corporate Governance Guidelines to permit the CG&N Committee and the Board to nominate a director for re-election who

 

Metropolitan Bank Holding Corp. | 2025 Proxy Statement   11

Corporate Governance Information

will be over the age of 75 at the time of their election if, after considering the criteria for selecting director nominees as described in this section and the capacity of such person to continue to make meaningful contributions to the Board, and the needs of the Company, the Board determines, on the recommendation of the CG&N Committee, that such nomination is in the best interest of the Company. As specified in the Bylaws, the retirement policy does not apply (and did not apply prior to the amendment described above) to directors who were serving on the Board prior to the Company’s initial public offering.

Apart from its review of incumbent directors, the CG&N Committee uses the following Board approved criteria in identifying and selecting candidates for nomination as a director (or to fill a vacancy on the Board):

•

Contribution to the Board — The extent to which the candidate would contribute to the range of talent, skill and expertise appropriate for the Board;

​

•

Experience — The candidate’s relevant financial, regulatory and business experience and skills, including the candidate’s knowledge of the banking and financial services industries, familiarity with the Company’s markets, major product offerings, and the operations of public companies generally, and ability to read and understand financial statements;

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•

Integrity — The candidate’s personal and professional integrity, honesty and reputation;

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•

Dedication to stockholder interests — The candidate’s representation of the best long-term interests of the Company and its stockholders;

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•

Independence — Any material relationships between a candidate and the Company and the Bank (including those set forth in NYSE listing rules) that might impact objectivity and independence of thought and judgment, as well as the candidate’s ability to serve on any committees of the Board that are subject to additional independence requirements;

​

•

Diversity — The individual’s diversity, including cultural and socioeconomic background and professional experience. In particular, the CG&N Committee considers how the experience and skill set of each director candidate and/or nominee complements those of fellow director nominees to create a balanced Board with diverse viewpoints and deep expertise; and

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•

Additional factors — The current size of the Board, the number of independent directors and the need for Audit Committee expertise.

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The CG&N Committee reviews these criteria annually and makes recommendations to the Board regarding any changes, as needed. If any member of the Board does not wish to continue to serve on the Board, if the CG&N Committee or the Board decides not to re-nominate a member for re-election, or if the size of the Board is increased, the CG&N Committee would solicit suggestions for director candidates from all Board members and may consider candidates submitted by stockholders. In addition, the CG&N Committee is authorized by its charter to engage a third party to assist in the identification of director nominees.

Taken together, the Board views the foregoing criteria and policies as appropriate for balancing the benefits to the Company from directors’ experience, the need for fresh perspectives and the significant time commitment that engaged board service entails. On the basis of this review, the Board and the CG&N Committee have concluded that each of our incumbent directors are qualified to continue serving on the Board, and that the directors whose terms expire at the Annual Meeting should be re-nominated for election to the Board.

CORPORATE GOVERNANCE GUIDELINES AND CODE OF ETHICS

Our Board has adopted Corporate Governance Guidelines covering, among other things:

•

the duties and responsibilities and independence of our directors,

​

•

the Board’s role in overseeing executive compensation,

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•

the role of our independent Chair or lead director (as applicable), and

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•

the process for reviewing and establishing the Board committee structure and committee assignments.

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The CG&N Committee reviews the Corporate Governance Guidelines at least annually and makes recommendations to the Board regarding any updates. As discussed above, in connection with its continuous review and benchmarking of the Company’s governance documents and practices, the CG&N Committee recommended, and the Board approved, changes to the Corporate Governance Guidelines regarding the Board’s retirement policy.

The Board believes that our culture is fundamental to the conduct of the Company’s business and the creation of a high-performance environment, and is necessary for effective risk management, strong investor trust, and successful corporate governance. In furtherance of the Board’s oversight of the Company’s culture, the Board has adopted a code of ethics (the “Code of Ethics”) which provides a framework to maintain the highest standards of professional conduct for the Company. Our Board is responsible for setting the ‘tone from the top’ and expects all directors, as well as officers and employees of the

 

12   Metropolitan Bank Holding Corp. | 2025 Proxy Statement

Corporate Governance Information​

Company, to conduct themselves in a manner consistent with the Code of Ethics. The Code of Ethics applies to all of our directors, officers and employees, including its principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Audit Committee is responsible for reviewing the Code of Ethics periodically and recommending changes to the Board as needed.

The Corporate Governance Guidelines and Code of Ethics are each posted on the “Governance — Governance Documents” section of the “Investor Relations” page of Metropolitan Commercial Bank’s website, www.mcbankny.com. The Code of Ethics is also available upon written request to:

Our Board reviews and must approve any amendments to or waivers from the Code of Ethics. We intend to disclose any amendment to, or waivers from, our Code of Ethics for the benefit of our executive officers by posting such information on our website and as otherwise required by applicable law.

EVALUATION OF BOARD AND COMMITTEE EFFECTIVENESS

Each year, our Board and each standing committee engage in a thorough self-evaluation process, in accordance with the Company’s Corporate Governance Guidelines and the respective committee charters. This annual exercise, which is overseen by the CG&N Committee, is a multi-stage process designed to gather valuable insights on Board effectiveness and foster continuous improvement in director performance and our governance practices. The CG&N Committee has overseen several adjustments to the process that are aimed at enhancing the comprehensiveness of the exercise and overall engagement among directors. In 2024, a third-party facilitator was engaged to compile questionnaire responses and prepare reports on the results of the evaluation exercise, with a focus on:

•

comparing responses to prior year results,

​

•

highlighting areas for improvement, and

​

•

suggesting practices and enhancements for improving the Board’s effectiveness and performance.

​

As discussed in the “Board’s Role in Risk Oversight” section on page 17 of this Proxy Statement, the Board modified its committee structure in 2024 to, among other things, establish the Risk Committee. To ensure appropriate and timely monitoring of the effectiveness of this new committee, the CG&N Committee and the Board adopted an interim evaluation specifically for the Risk Committee. This exercise, which commenced following six months from the Risk Committee’s first meeting, was designed to provide the new committee members an opportunity to reflect on the effectiveness and efficiency of the Risk Committee’s newly formed processes and structure, and to ensure that any preliminary findings and areas for improvement can be addressed in a timely manner. Following this interim exercise, the Risk Committee evaluation will be folded into the annual process and conducted at the same time as each of the other standing committees.

 

Metropolitan Bank Holding Corp. | 2025 Proxy Statement   13

Corporate Governance Information

Key Elements of the Board Self-Assessment Process

DIRECTOR ORIENTATION AND CONTINUING EDUCATION

As part of ongoing efforts to support Board and individual director’s effectiveness and performance, we have designed a director continuing education and training program covering key topics in the areas of banking, risk management, regulation and compliance, information technology and cybersecurity, as well as evolving business trends such as generative artificial intelligence. The director’s education program is primarily conducted through in-boardroom sessions, generally led by executive management or outside experts or advisors. In addition, directors are provided opportunities through externally facilitated forums such as self-directed online modules and trainings, live programming and supplemental materials. These sessions and materials are tailored to both bank-specific and industry-wide developments. This multi-layered approach to continuing education, training and development supports the Board’s effectiveness and enables directors to guide the Company through evolving business environments and stay up-to-date on regulatory and industry trends. To maintain a robust and relevant continuing education program, directors are also encouraged to offer feedback through the Board and committee self-assessment process. This feedback helps shape the program’s structure, frequency, duration and content, ensuring that the education program remains aligned with the Board’s needs. The CG&N Committee oversees the program’s development, in line with the Company’s Corporate Governance Guidelines.

 

14   Metropolitan Bank Holding Corp. | 2025 Proxy Statement

Corporate Governance Information​

Key Elements of the Director Continuing Education Program

The CG&N Committee has also overseen the development of an orientation process for new directors that is designed to facilitate and expand a new director’s understanding of the Company’s products and services, the director’s duties as a member of the Board, and the culture of the Company and the Board. As part of the onboarding process, a new director will be provided with an initial set of reference materials, including key organization documents and Board and corporate information, and will participate in a series of meetings with other directors and members of senior management to cover key topics including business strategy and operations, corporate culture, finance and human resources, regulatory framework and risk management, among others.

BOARD INDEPENDENCE

The Board has determined that each of the Company’s directors is “independent” as defined in the listing standards of the NYSE, except:

•

Mark R. DeFazio, as President and Chief Executive Officer of the Company, is not “independent.”

​

•

The Board, on recommendation from the CG&N Committee, determined to designate Anthony J. Fabiano as a non-independent, non-executive director due to his prior employment as an executive officer of the Company and the Board’s corresponding consideration of the policies and viewpoints of certain of the Company’s largest stockholders and other stakeholders. Mr. Fabiano could qualify as independent under NYSE listing standards because it has been more than three years since he ceased serving as an executive officer of the Company. The CG&N Committee evaluates director independence on at least an annual basis, and, in the future, may elect to designate Mr. Fabiano as “independent.”

​

BUSINESS RELATIONSHIPS AND RELATED PARTY TRANSACTIONS POLICY

Transactions by the Company or the Bank with related parties are subject to certain regulatory requirements and restrictions, including the Federal Reserve Board’s Regulation W (which governs certain transactions among the Bank and its affiliates), the Federal Reserve Board’s Regulation O (which governs certain loans made by the Bank to its executive officers, directors and principal stockholders, and their related interests), the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the NYSE, as well as applicable New York state laws.

Accordingly, the Board, in addition to the Company’s Regulation O and Regulation W policies, has adopted a policy on related party transactions which was reviewed by the CG&N Committee. The policy, which is reviewed annually, provides that the CG&N Committee must approve any transaction(s) in which (i) the Company or any of its subsidiaries was, is or will be a participant, (ii) the amount involved exceeds $120,000, and (iii) any “related person” had, has or will have a direct or indirect material interest.

A “related person” includes the Company’s directors, nominees for director, executive officers, members of such persons’ immediate families, and greater than 5% beneficial owners (including BlackRock, Inc., FMR LLC, Patriot Financial Partners III,

 

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Corporate Governance Information

L.P. and The Vanguard Group, each of which is a beneficial owner of more than 5% of our outstanding common stock based on a review of such holder’s Schedule 13G filings). Consistent with SEC rules, our related party transactions policy provides that certain transactions, including ordinary course non-preferential transactions, entered into with a related person are not considered to be related party transactions and are not required to be disclosed or approved by the CG&N Committee. In 2024, there were no related party transactions that required CG&N Committee approval or disclosure in this Proxy Statement.

In determining whether to approve a related party transaction, the CG&N Committee will consider, among other factors:

•

the fairness of the proposed transaction, whether the transaction was undertaken in the ordinary course of business of the Company,

​

•

the direct or indirect nature of the related person’s interest in the transaction,

​

•

the appearance of improper conflict of interests for any director or executive officer,

​

•

the size of the transaction,

​

•

the amount of consideration payable to the related person,

​

•

whether the transaction would impair an outside director’s independence,

​

•

the acceptability of the transaction to the Company’s regulators, and

​

•

the potential violations of applicable law or other corporate policies, such as the Company’s Regulation O and Regulation W policies.

​

Transactions subject to Regulation O, Regulation W or other specific regulatory requirements are approved as required pursuant to such regulations. Under the related party transactions policy, no member of the CG&N Committee may participate in the review, consideration, approval or ratification of any related party transaction with respect to which such member or any of his or her immediate family members is the related person. The CG&N Committee may approve only those related party transactions that are in, or are not inconsistent with, our best interests and the best interests of our stockholders, as the CG&N Committee determines in good faith. Our related party transactions policy does not limit or affect the application of our other policies applicable to our directors, executive officers and other related persons, including our Code of Ethics.

In the ordinary course of business, we periodically have, and expect to continue to have, banking relationships and other transactions with related persons. Any loans to related persons, and any transactions involving financial products and services provided by the Company to such persons and entities, are made in the ordinary course of business and on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons and entities not related to the Company, and do not involve more than the normal risk of collectability or present other unfavorable features.

Board Structure and Leadership

The Board sets its leadership structure and selects its Chair on an annual basis, or more frequently as necessary, to help ensure the current arrangement best serves the interests of the Company at any given time. The Board has determined that it was appropriate to maintain a separation between the positions of Chair and CEO. As a result, the Board appointed William P. Reinhardt to serve as independent Chair, a role he has held since 2018. Mark R. DeFazio, the Company’s President and CEO, serves as a non-independent member of the Board. If the directors consider that the position of Chair should be held by the CEO, then an independent Lead Director would be selected, who would carry out the duties as specified in our Corporate Governance Guidelines.

The duties of the independent Chair are robust, and include:

•

Presiding at all meetings of the Board and setting, in consultation with the CEO, the annual schedule of Board meetings and the agenda for each meeting;

​

•

Ensuring proper flow of information to the Board;

​

•

Reviewing the adequacy and timing of the documents in support of meeting agenda topics;

​

•

Ensuring adequate lead time for effective study and discussion of business under consideration by the Board; and

​

•

Carrying out other duties as requested by the Board.

​

The CG&N Committee also periodically reviews the Board structure. The CG&N Committee and the Board continue to believe that the Board’s classified structure, with directors divided into three classes and elected to staggered three-year terms, remains appropriate to support the long-term, sustainable growth of the Company, particularly in light of the Company’s background, size, the nature of its business, the regulatory framework under which the Company operates, its stockholder

 

16   Metropolitan Bank Holding Corp. | 2025 Proxy Statement

Corporate Governance Information​

base, its peer group and other relevant factors. The classified structure, which has been in place since our formation in 1999, affords the Company and the Board with several key benefits, including:

•

Ensuring continuity and stability of leadership, which further enhances the quality of guidance the Board can provide management in the context of a complex, highly-regulated and dynamic business environment.

​

•

Perpetuating directors’ long-term perspectives and decision-making that may support robust operations and sustainable business growth, which improves alignment with shareholder interests.

​

•

Developing directors with deep institutional knowledge and experience with the Company, which enhances the directors’ level of engagement and ability to challenge management in a constructive manner.

​

•

Facilitating the Board’s director search and recruitment efforts. Particularly in light of the added scrutiny on community, smaller regional, and commercial banks following the recent bank failures and turmoil in the financial services industry, the classified board is an important tool in bolstering our ability to recruit and retain highly qualified directors.

​

Board’s Role in Risk Oversight

The Company endeavors to be an engine of economic value creation within our community while operating in a financially sound and responsible manner. Effective risk management is fundamental to this effort and underpins our strategy and decision-making. Accordingly, the Company maintains a robust risk management framework that is directly overseen by the Board. Since we operate in a highly dynamic and competitive industry, management and the Board continually evaluate developments and emergent risks affecting the Company, with the goal of refining and evolving our approach to risk management and compliance activities.

DEVELOPMENTS TO THE RISK GOVERNANCE FRAMEWORK

The Board maintains ultimate responsibility for risk oversight, including the Company’s risk management framework and program. The Board exercises this responsibility primarily through its standing committees. In furtherance of the Board’s efforts to align the Company’s risk management program with the Company’s strategy, business and operations, the Board and its CG&N Committee conducted an extensive evaluation of the Company’s risk governance committee framework, including soliciting input from external advisors, engaging with management and evaluating peer practices and industry developments. In the third quarter of 2024, the Board approved, on recommendation from its CG&N Committee, modifications to the Board’s committee structure as well as to management’s risk management committee framework. A prominent feature of the redesigned risk governance committee framework was the establishment of a joint Risk Committee of the Board and of the board of directors of the Bank (the “Risk Committee”), which has the primary purpose of supporting the Board in developing and maintaining a comprehensive view of risk and oversight of the enterprise risk management framework and related risks, including establishing the Bank’s risk appetite through approval of a formal the Risk Appetite Statement.

The Board believes that the redesigned risk governance framework appropriately reflects the size, complexity and activities of the Company, while better positioning the Board and management to identify and address emergent risks in a holistic manner. The chart below provides an overview of the governance structure supporting the Company’s enterprise risk management framework. Additional detail regarding the standing committees of the Board, can be found in the “Committees of the Board” section starting on page 21 of this Proxy Statement.

 

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Corporate Governance Information

In addition to the committees of the Board, the Bank’s board of directors has a Credit Committee and an Asset Recovery Group (“ARG”) Committee. These two committees further strengthen the enterprise’s risk management framework by enhancing our directors’ understanding of the Bank’s business, credit activities and credit risk profile and review practices.

ENTERPRISE RISK MANAGEMENT

Responsibility for assessing and managing risk and escalating material risks to the Board and its various committees rests with the Company’s management. The Chief Risk Officer is the primary member of management responsible for implementing an effective risk management framework as well as the daily oversight of risk. The Chief Risk Officer reports to the Risk Committee, which is responsible for approving the appointment of the Chief Risk Officer and annually reviewing their performance. The Enterprise Risk Management Committee (the “ERM Committee”), the most senior management committee in the risk governance framework, is the forum for our senior management to assess and discuss the enterprise-wide risk management and control environment and to ensure that matters are appropriately reviewed and escalated to the Risk Committee. The ERM Committee is chaired by the Chief Risk Officer and its members include the Chief Executive Officer, Chief Financial Officer and General Counsel, among others.

In addition to establishing the Risk Committee, certain committees of the board of directors of the Bank were repurposed in 2024 to management-level sub-committees of the ERM Committee. This structure is designed to support the Risk Committee in attaining a comprehensive and holistic view of key risks across the organization. The ERM Committee is responsible for the oversight of each of the management-level risk committees that separately cover the specific risks or business activities of the Bank in more depth. The management-level sub-committees of the ERM Committee include:

•

Asset Liability Committee

​

•

Operational Risk Management Committee

​

•

Information Technology/ Information Security Steering Committee

​

•

Compliance Management Committee

​

•

New Products Committee

​

The management committee structure also includes a Loan Portfolio Review Committee, Allowance for Credit Losses Committee and Disclosure Committee. These committees, together with the ERM Committee and its sub-committees, support a streamlined and targeted flow and escalation of information regarding significant risks up to the Board, and helps promote a strong control environment, risk management culture, and integration of the risk framework across the enterprise.

BOARD’S ROLE IN CYBERSECURITY OVERSIGHT

Our information security program is designed to ensure adequate governance and oversight is in place while evolving to meet changes in applicable laws and regulations, and industry best practices. As outlined in the Company’s Risk Appetite

 

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Corporate Governance Information​

Statement, cybersecurity is a significant risk to the enterprise and matters related to information security are regularly featured as part of management’s enterprise risk profile updates to the Risk Committee, which occur at least on a quarterly basis. The chair of the Risk Committee reports to the Board on the committee’s proceedings and activities, including in connection with the committee’s deliberation on information security matters, on a regular basis. In addition to regular touchpoints on cyber matters at the Risk Committee, the Board receives briefings from the Bank’s Chief Information Security Officer (the “CISO”) semi-annually. The CISO’s report provides a comprehensive overview of the Bank’s cybersecurity programs, including but not limited to:

•

patching,

​

•

vulnerability management,

​

•

incident response,

​

•

disaster recovery/ business continuity, and

​

•

records retention.

​

The Board directly, and through its standing committees (particularly the Risk Committee and the Audit Committee) also engage in broader discussions regarding existing and emerging operational and technology risks with members of management across the organization, including in the evolving area of generative artificial intelligence. To supplement the Board’s regular engagement regarding the Company’s information security program, the director education program includes cybersecurity-related training opportunities, which assists the directors in staying current on developments and maintaining appropriate knowledge regarding the evolving cybersecurity and threat landscape.

At the management level, the Information Technology/Information Security Steering Committee and ERM Committee are the primary risk management committees responsible for monitoring the information security program, supporting the implementation of appropriate risk management practices and controls and escalating matters to the Risk Committee and the Board as appropriate. Management additionally coordinates across business lines and functional areas through a number of internal forums, including cross-functional working groups. The Board and senior management are committed to developing a culture of information security awareness and vigilance, including through appropriate investment in our people and systems, and to promoting the integration of cybersecurity considerations into the broader strategic objectives of the Company. More information about the Company’s cybersecurity risk management, strategy and program is available starting on page 37 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

BOARD’S ROLE IN HUMAN CAPITAL MANAGEMENT AND OVERSIGHT

We recognize our employees are our greatest asset. Our commitment to our employees is deeply rooted in our approach to attracting, retaining and developing talent. At MCB, we foster a culture of trust, ethics, and accountability where every employee is committed to upholding these principles in their interactions with clients and customers, shareholders, other stakeholders and each other. The Board is responsible for setting the ‘tone from the top’ in support of this culture. We expect full engagement from our team in realizing our vision, executing our mission and enabling our core values. The Company prides itself on a collaborative environment where contributions from all levels matter. Moreover, the experience, knowledge, and customer service excellence that our employees bring every day is a key source of differentiation from our competitors. As of December 31, 2024, the Company employed 291 full-time employees, and 2 part-time employees, none of whom are represented by a collective bargaining agreement. This net increase of 16 employees, or approximately 5.8%, from December 31, 2023 reflects our expanding business and developing risk management program in connection with the Company’s Lending, Deposits and Cash Management business lines, as well as in the Financial Crimes Compliance, Human Resources, Risk Management, Operations and Technology functions. The Board is regularly apprised of developments related to the Company’s organizational structure and receives periodic updates from the Chief Human Resources Officer on human capital matters, including in the areas described below.

Talent Acquisition and Retention

The Company employs a business model that combines high-touch service, emerging technologies, and the relationship-based focus of a community bank. Management seeks to hire, develop, promote, and retain well-qualified employees who are aligned with the Company’s business model and broadly reflect the community in which we operate.

The Company’s selection and promotion processes are designed to be merit based and without bias. The ratios of women and men in the Company at December 31, 2024 are 45% and 55%, respectively, which is relatively unchanged from December 31, 2023. Approximately 31.7% of the employees identified as minorities at December 31, 2024, as compared to 35.4% at December 31, 2023. Within the employee population that identified as a minority, 17.1% identify as women, as

 

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Corporate Governance Information

compared to 19.1% as of December 31, 2023. The Company used the U.S. Department of Labor minority categories: Black or African American, Hispanic or Latino, Native Hawaiian or Other Pacific Islander, and American Indians/Alaskan Natives.

To attract and retain high performing talent, the Company offers competitive, performance-based compensation and a benefits plan that includes:

The Company also offers an Employee Referral Program that allows employees to earn a referral bonus by recommending candidates who are hired for open positions. The Compensation Committee receives reports from management and provides input regarding the scope, costs and competitiveness of the Company’s benefits programs.

Training and Development

Ensuring that our employees receive training and development opportunities is a priority. Our ongoing success depends on our ability to develop talent within the Company and ensure that we have employees ready to move into future leadership roles. The Company’s training and development regimen is designed to allow for career advancement and new learning opportunities, while benefiting the Company by organically building bench strength across the organization.

The Company conducts a comprehensive New Employee Orientation for all new hires. In 2024, the Company enhanced the New Employee Orientation to provide a more comprehensive welcome experience. In addition, all employees are required to complete assigned compliance, financial crimes compliance, enterprise risk management, information security/cybersecurity, fraud prevention and technical training courses annually via the Company’s Learning Management System (“LMS”). Employees are also periodically assigned professional skills training via the LMS. The Board is engaged in the development of these training programs, and our directors are provided training through the LMS as well. Supplemental cybersecurity and information security updates and refreshers are provided to employees periodically throughout the year.

In addition to the LMS, the Company provides in-person training to employees on a range of topics, including cybersecurity, enterprise risk management and compliance, information technology, strategic planning and goal setting, and employee benefits. For example, in 2024 the Company offered on-site training on its 401(k) plan’s features and available investments. A licensed investment advisor delivered the educational sessions in a group setting and also provided one-on-one sessions for those who requested individualized guidance. In addition, managers are encouraged to provide informal learning opportunities for employees, such as inviting reports to attend management committee or working group meetings, to better understand the Company and its business, meet with senior management and cross-train within their own department, as well as other departments of interest. To further their education, employees are encouraged to attend external business-related training seminars, conferences, and networking opportunities, which are paid for by the Company.

Purpose and Values

Our commitment to our customers, community and employees is well established and recognized by our Board, executive leadership, and our Employee Engagement Committee (the “EEC”). The EEC, which is comprised of employees from all levels

 

20   Metropolitan Bank Holding Corp. | 2025 Proxy Statement

Corporate Governance Information​

across the organization, was established to collectively unify our teams. The EEC is instrumental in developing a community of belonging at the Company. We welcome differences and celebrate diverse cultures, backgrounds, experiences and perspectives, fostering a unique workplace culture that values every individual. Our commitment to inclusion is reflected in our education and wellness programs, which, for example, focus on financial, emotional, and physical well-being. We also encourage community volunteer activities in areas that unite our employees and champion inclusion. By engaging in service to our community, we not only strengthen our bonds but also reflect our shared values.

Environmental, Social and Governance and Sustainability

Through the support of the Company’s ESG working group, with oversight and engagement from the CG&N Committee, the Company is pleased to share our ESG and Sustainability fact sheet. The ESG and Sustainability fact sheet is available on the Company’s website, www.mcbankny.com.

Board Meetings and Committee Information

BOARD MEETINGS

Our Corporate Governance Guidelines provide that our directors are expected to attend all regular and special meetings of our Board and committees on which they sit. Directors are expected to attend annual meetings of stockholders as well. Our Board is engaged with the Company and its management team, and directors regularly contribute significant time and effort in preparing for meetings, addressing Company matters and guiding and constructively challenging management. Accordingly, and in the context of a challenging and volatile environment, our Board convened several special meetings in addition to its regular meeting schedule, and remained close to management on a variety of topics related to organizational strategy and business performance throughout the year. The Board met 13 times during 2024. No director attended fewer than 75% of the total number of Board meetings and committee meetings on which he or she served during the year. The average director attendance rate in 2024 was approximately 98.5%. All of our directors attended our 2024 annual meeting of stockholders except one incumbent director, who could not attend due to unavoidable extenuating circumstances.

COMMUNICATIONS WITH THE BOARD

Any stockholder who wishes to contact the Company’s Board or an individual director may do so by writing to:

The letter should indicate that the sender is a stockholder and, if shares are not held of record, should include appropriate evidence of stock ownership. Interested parties may also contact the Company’s independent directors by writing to the address above. Communications are reviewed by the Corporate Secretary of the Company and are then distributed to the Board or the individual director, as appropriate, depending on the facts and circumstances outlined in the communications received. The Corporate Secretary of the Company may attempt to handle an inquiry directly or forward a communication for response by the director or directors to whom it is addressed. The Corporate Secretary of the Company has the authority not to forward a communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate. In addition to the foregoing, the Company maintains a Code of Ethics (as discussed above) and a Whistleblower Policy (copies of which may be found on our website). Each document outlines methods by which parties may report ethics and/or accounting-related violations or concerns, including to the independent directors or the Audit Committee chair, as applicable.

COMMITTEES OF THE BOARD

The Board has established four standing committees, two of which (the Audit Committee and Risk Committee) are joint committees of the Board and the board of directors of the Bank. Each committee has the common obligation to make recommendations to our Board as appropriate and report periodically to the entire Board. The CG&N Committee is responsible for reviewing the composition and structure of the Board’s standing committees, including the tenure of the committee chairs. The Board does not have a firm policy mandating rotation of committee assignments, and the CG&N Committee may consider the special knowledge or experience of certain directors in recommending that particular directors serve on certain

 

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Corporate Governance Information

committees for extended periods. The CG&N Committee’s review is intended to support an appropriate distribution across, and skill sets within, each committee, as well as to advance the Board’s refreshment and succession planning efforts.

Additional information about the standing committees of the Board, including committee composition, responsibilities, and operations, can be found in their charters, which are available on our website. The following table provides information regarding committee membership and the number of meetings each committee held in 2024, as well as a brief description of the committee’s responsibilities. In addition, each of the Company’s Board and the Bank’s board of directors may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and its governance documents.

​

*

Starting in 2025, Ms. Pamula rotated off the Audit Committee and Ms. Robinson joined the Audit Committee.

​

 

22   Metropolitan Bank Holding Corp. | 2025 Proxy Statement

Corporate Governance Information​

​

*

Starting in 2025, Ms. Robinson rotated off the CG&N Committee and Ms. Pamula joined the CG&N Committee.

​

In addition to the Audit Committee and the Risk Committee, which are joint committees with the Company’s Board, the board of directors of the Bank maintains a Credit Committee and an ARG Committee with distinct responsibilities related to the oversight and evaluation of the Bank’s credit activities and credit risk management practices.

 

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Corporate Governance Information

As discussed in the “Board’s Role in Risk Oversight” section above, in 2024, the Bank’s board of directors repurposed certain of its committees to management-level committees. In particular, the Technology Committee, Operational Risk Management Committee, Asset/Liability Management Committee and Compliance Oversight Committee, each of which had been meeting regularly into the second half of 2024, were disbanded by the Bank’s board of directors in favor of the establishment of the Risk Committee and reconstitution of the management-level committee framework.

In addition, in connection with the Board’s refreshment and succession planning efforts, the CG&N Committee recommended, and the Board approved, the rotation of Ms. Pamula off the Audit Committee and onto the CG&N Committee, and the rotation of Ms. Robinson off the CG&N Committee and onto the Audit Committee, commencing with each committee’s first meeting in 2025.

Director Compensation

The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding non-management director compensation. The Compensation Committee conducts this review annually, with a view to attracting and retaining highly qualified directors and maintaining alignment with stockholders’ interests while not calling into question the directors’ objectivity. The compensation for non-management directors’ services may include annual retainers, shares of our common stock, meeting fees, fees for serving as a committee chair, and fees for serving as a director of one of our subsidiaries (or on committees of the board of directors of such subsidiary).

DIRECTOR FEES

Annual Equity Retainer

Based on its review for 2024, the Compensation Committee recommended, and the Board approved, an annual equity award of 2,500 shares of common stock for each non-management director, which was the same amount that was awarded to non-management directors in 2023. The annual equity award was granted in the form of restricted stock units that vest on the first anniversary of the date that the award was granted.

2024 Meeting Fees and Retainers

Non-management directors received a cash fee for service as Board chair or chair of a committee, as well as a cash fee for attendance at committee meetings. The Compensation Committee met in late 2023 to design and recommend to the Board the compensation framework for 2024. In addition, in connection with the Board’s restructuring of the committee structure, including the establishment of its Risk Committee, the Compensation Committee convened several times in 2024 to review the impact of the new committee structure and committee assignments to the non-management director compensation framework. As a result, the Board approved, on recommendation from the Compensation Committee, the following cash retainer and fee structure for 2024:

 

24   Metropolitan Bank Holding Corp. | 2025 Proxy Statement

Corporate Governance Information​

​

*

As the Risk Committee convened its first meeting in the last quarter of 2024, the Risk Committee chair retainer amounted to $8,750 ($35,000 pro-rated for the remaining quarter of 2024).

​

Compensation amounts for the committees that were disbanded by the Bank’s board of directors in favor of the establishment of the Risk Committee amounted to:

2025 Director Compensation

In conducting its annual review of director compensation for 2025, the Compensation Committee recommended to the Board, and the Bank’s board of directors approved, adjusting the structure for Credit Committee member compensation as follows:

In 2024 and in the first quarter of 2025, rotating Credit Committee members received a $3,500 and $5,000 per meeting fee, respectively. Starting in the second quarter of 2025, the rotation schedule for directors that are not ‘permanent members’ of the Credit Committee was adjusted to accommodate monthly (rather than quarterly) rotations, and the per meeting fee for rotating members was increased to $7,500 (consistent with the per meeting fee for permanent members). The adjustment to the compensation framework reflects the Compensation Committee’s views regarding the Credit Committee workload as well as comparative changes to directors’ meeting commitments in connection with the new committee structure of the Board and the Bank’s board of directors, and market practice. Other than the foregoing changes to the Credit Committee-related retainer and fees, the Compensation Committee did not adjust any other element of the non-management director compensation program for 2025.

DIRECTOR STOCK OWNERSHIP GUIDELINES

The Corporate Governance Guidelines provide that each director is encouraged to own shares of common stock of the Company at a level that demonstrates a meaningful commitment to the Company and the Bank, and to align the director’s interests with the Company’s stockholders. Accordingly, the guidelines provide that directors should acquire shares of the Company’s common stock with a value of at least $100,000 (which shall be measured annually in connection with the preparation of the Company’s Proxy Statement). Directors are expected to meet the ownership standards within three years from their first day as a director. As of the Record Date, each director complied with the stock ownership guidelines.

Moreover, directors are subject to an insider trading policy that prescribes restrictions on hedging and pledging, as described in further detail under the “Compensation Discussion & Analysis” section starting on page 30 below. This policy prohibits our directors from hedging Company securities owned directly or indirectly and from engaging in certain transactions involving our securities. Directors are also prohibited from pledging or holding Company securities in a margin account without Board

 

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Corporate Governance Information

approval. Directors are required to pre-notify the Company of any transaction in company stock or derivative securities (including gifts and other similar transactions).

2024 DIRECTOR COMPENSATION

The following table sets forth information regarding the compensation paid to the Company’s non-management directors for the fiscal year ended December 31, 2024. Mr. DeFazio does not receive any additional compensation for service on the Company’s Board and the Bank’s board of directors.

​

(1)

As required by SEC rules, amounts in this column represent the aggregate grant date fair value of stock-based compensation expense as required by FASB ASC Topic 718. Refer to note (1) in the Summary Compensation Table for additional detail on the grant date fair value of awards.

​

(2)

Based on closing price of  $50.70 on date of grant, January 24, 2024. As of December 31, 2024, each of the directors had 2,500 shares of unvested restricted stock units.

​

(3)

These were the permanent members of the Credit Committee of the Bank’s board of directors during 2024, which met 26 times in the year. Additional members rotated on a quarterly basis in 2024.

​

 

26   Metropolitan Bank Holding Corp. | 2025 Proxy Statement

Executive Officers Who Are Not Directors

Biographical and professional information about our executive officers who do not serve on the Board is set forth below. Each of the Company’s executive officers are appointed by the Board on an annual basis in accordance with our Bylaws. For more information pertaining to the compensation of our named executive officers, see the “Compensation Discussion and Analysis” section below.

 

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Executive Officers Who Are Not Directors

 

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Proposal 2 — Advisory Vote on Named Executive Officer Compensation

“RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion that accompanies the compensation disclosure tables, is hereby approved.”

As discussed in the CD&A, the Company’s executive compensation program is designed to assist us in:

•

attracting and retaining key executives critical to the Company’s long-term success;

​

•

motivating these executives to create value for our stockholders;

​

•

providing cost-effective, timely and desired services to our customers;

​

•

linking pay directly with performance; and

​

•

discouraging excessive risk taking and balancing risk and reward, while taking into consideration stakeholder feedback as well as market trends and practices.

​

To support alignment with these goals, the Compensation Committee, with the assistance of its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), seeks to effectively link pay with performance and provide base salary and incentive-based compensation, including target annual cash incentive compensation and target long-term equity-based incentive compensation, that are competitive with the median compensation levels at companies in our compensation benchmarking peer group. As part of its review, the Compensation Committee annually evaluates our executives’ level of compensation, the mix of base salary, incentive-based compensation and retirement, and welfare benefits.

In calibrating incentive compensation, the Compensation Committee considers the Company’s annual and long-term business plans and strategies, and certain other factors, including pay-for-performance alignment, economic and industry conditions, and compensation practices at the Company’s peers. The Compensation Committee is committed to establishing goals for corporate and individual performance that are challenging but achievable, which drives executives to responsibly pursue achievement of the Company’s short and long-term objectives.

 

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Compensation Discussion and Analysis

CD&A Contents

​	30​	​	​	​	Introduction​	​
​	31​	​	​	​	Compensation Philosophy​	​
​	31​	​	​	​	Compensation and Governance Practices​	​
​	32​	​	​	​	Pay Program and 2024 Compensation Overview​	​
​	32​	​	​	​	2024 Financial and Strategic Highlights​	​
​	39​	​	​	​	Compensation Determination Process​	​
​	39	​	​	​	Role of Compensation Committee	​
​	39	​	​	​	Analysis of Compensation Risk	​
​	40	​	​	​	Role of Compensation Consultant	​
​	40	​	​	​	Role of Management	​
​	40	​	​	​	Peer Group	​
​	33​	​	​	​	2024 Pay Components and Compensation Decisions​	​
​	33	​	​	​	Base Salary	​
​	34	​	​	​	Short-Term Incentives — Amended and Restated Executive Annual Incentive Plan (“AIP”)	​

​	37	​	​	​	Long-Term Incentives	​
​	38​	​	​	​	Additional Compensation Elements​	​
​	38	​	​	​	Employment Agreements and Change in Control Arrangements	​
​	39	​	​	​	Executive Perquisites	​
​	39	​	​	​	Broad-Based Benefits Programs	​
​	41​	​	​	​	Other Compensation Considerations​	​
​	41	​	​	​	Anti-Hedging Policies	​
​	41	​	​	​	Insider Trading Policy	​
​	41	​	​	​	Clawback Policy	​
​	41	​	​	​	Stock Ownership Guidelines for Executive Officers	​
​	42	​	​	​	Compensation Policy Risk Assessment	​
​	42	​	​	​	Tax Deductibility of Executive Officer Compensation	​
​	42	​	​	​	Stockholder Vote on Executive Compensation	​
​	42	​	​	​	Compensation Committee Interlocks and Insider Participation	​
​	43​	​	​	​	Compensation Committee Report	​

Introduction

This CD&A describes our compensation philosophy and methodologies, and our current practices with respect to the remuneration programs for our NEOs. The compensation programs covering our NEOs are established, evaluated and maintained by the Compensation Committee. The Compensation Committee is comprised entirely of independent directors. The NEOs for the fiscal year ended December 31, 2024 are:

 

30   Metropolitan Bank Holding Corp. | 2025 Proxy Statement

Compensation Discussion and Analysis​

Compensation Philosophy

Our compensation philosophy is aligned with the values that shape the Company’s culture:

The Company’s compensation programs reflect our culture of accountability and stability, encouraging financial safety and soundness while discouraging excessive risk taking consistent with federal banking agency guidelines. We believe that compensation should closely reflect the achievement of pre-established business, strategic and operational results, which is reflected in our performance-based targeting philosophy. Utilizing performance measures that incentivize value creation for stockholders and are based on metrics of certain high-performing peers, we align the executive’s team priorities with stockholders’ interests and do not encourage unnecessary risk taking. We believe the long-term value of our compensation approach will continue to produce strong stockholder returns.

The policies and underlying philosophy governing the Company’s executive compensation program, as endorsed by the Compensation Committee and the Board, are designed to accomplish the following:

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Maintain a compensation program that is competitive in the marketplace.

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Provide opportunities that align pay with the Company’s annual and long-term performance goals.

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Align NEO compensation with the Company’s performance.

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Manage the risk profile of the Company by aligning risk mitigation within the performance of individual and Company-wide goals.

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Encourage achievement of strategic objectives and the creation of stockholder value.

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Recognize and reward individual initiative and achievements while managing risk.

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Maintain an appropriate balance between base salary and short- and long-term incentive opportunities.

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Allow the Company to compete for, retain and motivate talented executives critical to its success, consistent with its compensation philosophy.

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Guided by the foregoing principles, the Compensation Committee establishes and oversees the Company’s executive compensation practices, including the determination of base salary and annual and long-term incentives.

Compensation and Governance Practices

In furtherance of the foregoing compensation philosophy, the Compensation Committee takes a rigorous approach to the review and consideration of pay practices and the compensation program for NEOs. Accordingly, the Compensation Committee has adopted certain practices to serve our stockholders’ interests and support alignment with our standards for risk management. There are other practices that we avoid because we believe they do not serve these goals.

 

Metropolitan Bank Holding Corp. | 2025 Proxy Statement   31

Compensation Discussion and Analysis

Pay Program and 2024 Compensation Overview

Key components of our executive compensation program are outlined below:

2024 Financial and Strategic Highlights

The Company delivered solid financial performance in 2024, a year of significant transition for the Company. Beyond our core commercial banking business, the Company made meaningful progress on two major initiatives. First, the Company reached a significant milestone and successfully exited its 22-year-old BaaS business with only residual operational tasks remaining as of year-end. Throughout the exit, the Company demonstrated its core strengths by replacing the deposits associated with this business timely and efficiently, while increasing net interest margin. Second, the Company made progress on its digital transformation initiative and expects to complete the investment in the franchise-wide new technology platform by the end of 2025. While managing these initiatives, the Company advanced its growth strategy with strong profitability and continued solid asset quality.

We were able to achieve the following results for 2024:

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Diluted earnings per share of  $5.93 for the year ended December 31, 2024, compared to $6.91 for the prior year period. Net Income for 2024 was $66.7 million, compared to $77.3 million for the prior year period (a 13.7% year-over-year decrease in Net Income Growth). On an adjusted basis, Net Income increased from $73.2 million to $83.2 million year-over-year, resulting in Adjusted Net Income Growth of 13.7%.(1) Return on average equity, Return on Average Tangible Common Equity (“ROATCE”) and Adjusted ROATCE for 2024 were 9.6%, 9.7%, and 12.2%, respectively.(2)

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Total loans, net of deferred fees and unamortized costs, were $6.0 billion at December 31, 2024, an increase of 7.3%, year-over-year.

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Total deposits were $6.0 billion at December 31, 2024, an increase of 4.3%, from December 31, 2023. The year-over-year increase reflects increases across most of the Bank’s various deposit verticals, partially offset by decreased BaaS related deposits due to the successful completion of the global payments business wind down.

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Net interest margin for the year 2024 was 3.53% compared to 3.49% for the prior year.

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Non-interest expense was $173.6 million for the year 2024, an increase of  $42.0 million from the prior year. The increase from the prior year was due primarily to a pre-tax $10.0 million regulatory reserve recorded in the third quarter of 2024, the $5.0 million reversal of the reserve in 2023, a $10.9 million increase in compensation and benefits related to the increase in the number and mix of employees, as well as severance related expenses, and a $6.1 million increase in technology costs related to the digital transformation initiatives.

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(1)

Adjusted Net Income and Adjusted Net Income Growth are Non-GAAP financial measures. See reconciliation in Appendix A.

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(2)

ROATCE and Adjusted ROATCE are Non-GAAP financial measures. See reconciliation in Appendix A.

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32   Metropolitan Bank Holding Corp. | 2025 Proxy Statement

Compensation Discussion and Analysis​

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At December 31, 2024, the Company and Bank were “well capitalized” across all measures of regulatory capital, with total risk-based capital ratios of 13.3% and 13.0%, respectively.

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Since its initial public offering, the Company has achieved strong returns for our stockholders as compared to other middle-market New York-area banks and the broader regional bank benchmark.

2024 Pay Components and Compensation Decisions

BASE SALARY

Annual base salaries are the fixed portion of our NEOs’ cash compensation and are established after considering several factors including the executive’s experience, responsibilities, management abilities and job performance, as well as market compensation information. The Compensation Committee believes that the 2024 base salaries of the Company’s NEOs are competitive with companies of similar size, including those in the peer group.

Pay adjustments, if any, are generally made annually, after reviewing overall Company performance, individual performance and market data. In 2024, the Compensation Committee approved base salary increases for all NEOs other than Mr. Dougherty. Mr. Dougherty was promoted to Chief Financial Officer in November 2023 and his annual base salary was adjusted at that time to reflect this promotion. The Compensation Committee determined the base salary increases based on individual officer and Company performance, the specific duties and responsibilities of each officer, and a compensation comparison to external market data.

The table below shows the NEOs’ annual base salaries in 2023 and 2024.

 

Metropolitan Bank Holding Corp. | 2025 Proxy Statement   33

Compensation Discussion and Analysis

SHORT-TERM INCENTIVES — AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN (“AIP”)

In accordance with the Company’s compensation philosophy, a significant portion of the compensation of our NEOs is performance-based and payable only if pre-established Company and individual performance objectives are achieved. For each NEO, target AIP bonuses subject to the achievement of specified performance goals are stated as a percentage of annual base salary. The target AIP bonuses payable to the NEOs for 2024 performance were, as a percentage of their respective annual base salary, as follows:

The Compensation Committee reviews performance against pre-established financial and non-financial goals on an annual basis to determine the short-term incentive compensation of our NEOs. Awards under the AIP are substantially based on formulaic scorecard results derived from the achievement of pre-established goals relating to (i) objective corporate financial metrics (which are consistent for each NEO), and (ii) individual goals specific to each NEO’s area of responsibility. The Compensation Committee assigns each metric in an executive’s scorecard a weight, and establishes threshold, target, and maximum performance levels for the corporate financial metrics based on the Company’s operating plan for the year, as approved by the Board. The individual performance metrics included in each NEO’s scorecard are established based on aspects of the individual’s area of control and responsibility that directly impact Company profitability, risk management and regulatory compliance. Scorecard results and the corresponding earnout are subject to minimum and maximum payout levels as established by the Compensation Committee. In addition, the Company may grant, subject to the approval of the Compensation Committee and the Board, discretionary short-term incentive payments.

In the first quarter of 2024, the Compensation Committee established the scorecard for each of our executive officers, including the threshold, target and maximum performance levels for each corporate financial metric. The Compensation Committee made the following decisions in establishing each NEO’s scorecard:

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Consistent with the prior performance period, the Compensation Committee set the corporate performance goals for each NEO’s scorecard using Net Income Growth and ROATCE, in each case on an adjusted basis to account for expenses associated with the Company’s digital transformation initiative, the Company’s exit from the global payments business, and other compliance, legal and regulatory expenses. For further discussion of these adjustments, see “Pay Versus Performance” below as well as the reconciliation to the corresponding generally accepted accounting principles (“GAAP”) measure in Appendix A. The Compensation Committee also determined to set the maximum earnout for the corporate performance component of the scorecard at the target threshold. The following table outlines the performance measures and earnout thresholds comprising the corporate performance component of each NEO’s scorecard:

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(1)

Adjusted ROATCE and Adjusted Net Income Growth are non-GAAP financial measures. See reconciliation in Appendix A.

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The Compensation Committee established a target short-term incentive for Mr. DeFazio of  $1.5 million for 2024, $1.2 million of which was subject to the achievement of the corporate performance component and $300,000 of which was subject to the discretion of the Board based on a holistic evaluation of Mr. DeFazio’s overall performance in 2024. Mr. DeFazio’s short-term incentive was set to payout 33% in restricted stock units that vest in equal installments over a three-year period and 67% in cash.

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For our NEOs other than the CEO, the Compensation Committee set a threshold or minimum payout for 2024 at 50% of salary, a target payout of 100% of salary for the attainment of the target level across all scorecard metrics, and a maximum payout of 125% of salary.

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If at the end of the performance period, the Board determined (on the recommendation from the Compensation Committee) that the NEO has met or exceeded the requirements for a specific goal, the NEO is given 100% credit for the weighting of a particular category. If it is determined that a specific goal is attained at the threshold expected level, the NEO is given 85% credit for the weighting of a particular performance goal.

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34   Metropolitan Bank Holding Corp. | 2025 Proxy Statement

Compensation Discussion and Analysis​

After the 2024 performance period, the Board, on approval and recommendation from the Compensation Committee, reviewed and approved the scorecard results and corresponding payouts, as summarized for each NEO in the tables below.

Mark DeFazio — President & CEO

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(1)

The Compensation Committee determines the level and extent of achievement in the management of the Bank’s safety and soundness during the performance period by reviewing the audits of the independent registered public accountant, the results of regulatory examinations, Asset Liability Committee reports, write-offs, portfolio risk metrics and other metrics/ indicators of the safety and soundness of the Bank.

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(2)

Payable $1,100,000 in cash and $550,000 in restricted stock units, which vests in three equal annual installments beginning on the first anniversary of the date of grant.

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Scott Lublin — EVP & Chief Lending Officer