Metropolitan Bank (MCB) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 28, 2025, to be held virtually, with voting instructions provided for all shareholders.

• Key agenda items include election of four directors, advisory vote on executive compensation, ratification of external auditor, and approval of an amendment to the equity incentive plan.

• Board unanimously recommends voting in favor of all proposals and director nominees.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of four directors for three-year terms, (2) non-binding advisory vote on 2024 executive compensation, (3) ratification of Crowe LLP as independent auditor for 2025, (4) approval of an amendment to the 2022 Equity Incentive Plan.

• Board is not aware of any other business to be brought before the meeting.

Board of directors and corporate governance

• Board consists of 12 members, divided into three classes with staggered three-year terms.

• All four director nominees are independent and currently serve on the Board; their skills include banking, risk management, IT, real estate, and strategic planning.

• Board emphasizes diversity in skills, experience, gender (33% female), and ethnicity (25% diverse).

• Recent governance enhancements include committee restructuring, expanded stockholder engagement, and updated retirement policy.

• Board leadership is separated from CEO; independent Chair presides.

• Board and committees conduct annual self-evaluations, with third-party facilitation and ongoing director education.