Metropolitan Bank (MCB) Proxy Filing summary

Executive summary

• Organic growth has outpaced peers since the 2017 IPO, with a 39.8% share price increase and 14.2% EPS CAGR from 2017–2024, compared to 6.9% for the KRX Index.

• Strong operating results in 1Q25 and execution on digital transformation and risk management initiatives in 2024.

• Total shareholder return has consistently outperformed NYC middle-market banks and the KBW Regional Banking Index.

Voting matters and shareholder proposals

• Proposal to amend the 2022 Equity Incentive Plan by increasing authorized shares for issuance by 750,000, raising the total from 716,000 to 1,466,000.

• The additional shares are expected to support equity compensation needs for three more years.

• The plan amendment is critical for human capital management, retention, and attracting top talent.

Board of directors and corporate governance

• 10 of 12 directors are independent, with broad experience in financial services, real estate, and technology.

• The board provides robust oversight of compensation practices, emphasizing pay-for-performance alignment and challenging management goals.