DEF 14A of Metropolitan Bank Holding Corp., Apr 22, 2024

DEF 14A of Metropolitan Bank Holding Corp.

Filed Apr 22, 2024 · FY20230001104659-24-049714

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS The Company’s Board is currently comprised of twelve members. The Company’s Amended and Restated Bylaws provide that directors are divided into three classes, as nearly equal in number as possible, with one class of directors elected annually. The Company’s directors are generally elected to serve for a three-year period and until their respective successors have been elected and qualified. Four directors will be elected at the Annual Meeting. The Corporate Governance and Nominating Committee (the “Governance Committee”) of the Board has nominated each of Mark R. DeFazio, Harvey M. Gutman, Katrina Robinson, and George J. Wolf, Jr. for election as directors for three-year terms. The nominees are currently directors of Metropolitan Bank Holding Corp. and Metropolitan Commercial Bank (the “Bank”). The Company has maintained a classified board since its formation in 1999. We believe this structure promotes continuity and stability of leadership. Electing directors to staggered three-years terms helps ensure that a majority of our directors have prior experience with and knowledge of our business and strategy. A classified board can also benefit stockholders by facilitating our directors’ ability to adopt a long-term perspective when making decisions on behalf of the Company. The stability of a three-year term of office also facilitates our ability to recruit and retain highly qualified directors. The Board recommends a vote “FOR” the election of the nominees. It is intended that 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 of Directors may determine. At this time, the Board knows of no reason why any of the nominees might be unable to serve, if elected. The biographies of each of the nominees, continuing board members and executive officers are set forth below. With respect to directors and nominees, the biographies also contain information regarding the person’s business experience and the experiences, qualifications, attributes, or skills that caused the Governance Committee to determine that the person should serve as a director. Each director of Metropolitan Bank Holding Corp. is also a director of Metropolitan Commercial Bank. Ages are as of December 31, 2023.

  2. Nominees with Terms Ending in 2027

    Nominees with Terms Ending in 2027

  3. Mark R. DeFazio

    Mark R. DeFazio

  4. Director, President and Chief Executive Officer Director Since: 1999 Age: 60

    Director, President and Chief Executive Officer Director Since: 1999 Age: 60 Mark R. DeFazio is a founding member of Metropolitan Commercial Bank and has served as the Bank’s President since its inception in 1999. In 2002, Mr. DeFazio was appointed to the additional role of Chief Executive Officer by the Board. Prior to founding Metropolitan Commercial Bank, Mr. DeFazio was employed by Israel Discount Bank for 13 years, where he rose to the role of Senior Vice President and Head of Commercial Real Estate. He started his banking career in 1982 with Richmond County Savings Bank in Staten Island, New York, where he held several positions in operations, audit, and real estate lending. His broad, extensive banking and real estate experience make him an invaluable asset to the Board.

  5. Harvey M. Gutman

    Harvey M. Gutman Harvey M. Gutman has been active in real estate and retail development since 1990, and is President and Founder of Brookside Advisors, LLC, a real estate consulting and development company established in 2006. Before founding Brookside, he served for 16 years as Senior Vice President for Retail Development at Pathmark Stores, Inc., where he was responsible for Pathmark’s retail development program, including site identification, development, approval, legal and compliance, planning, design, construction, and property administration. As Senior Vice President at Pathmark, Mr. Gutman was responsible for almost 10 million square feet of supermarket, distribution, office, and other commercial space. Additionally, he was responsible for investor communications and public relations. For the 14 years before assuming that position, Mr. Gutman was VP Grocery and Frozen Merchandising, VP Non-Foods and Pharmacy Merchandising and VP Strategic Planning and Research at Pathmark. For five years before joining Pathmark, Mr. Gutman was Director of Research at Abraham & Straus Department Stores. Mr. Gutman also currently serves as a director of two ARCTRUST private REITs, is a member of the International Council of Shopping Centers, and previously served on the boards of the New Jersey Food Council and the Food Industry Alliance of New York. He received a B.A. from Rutgers University and an M.B.A. from The Wharton School. Mr. Gutman’s extensive retail and real estate background and strategic planning experience make him a valuable member of the Board.

  6. Katrina Robinson

    Katrina Robinson Katrina Robinson is the CEO of Teton Trust Company LLC, a Wyoming chartered trust company that establishes and administers trusts with family offices and private clients globally. A lawyer admitted to practice in New York state, Ms. Robinson’s previous legal experience includes working with private family offices and ultra-high net worth clients. She also worked as a portfolio manager in international wealth management in New York. She speaks Spanish and Portuguese. A graduate of Phillips Academy Andover, Princeton University (B.A.), the University of Cambridge (MPhil) and the Benjamin Cardozo School of Law (J.D.), Ms. Robinson is a frequent speaker at conferences and seminars on cross-border succession planning and asset protection. Ms. Robinson’s legal, international business and wealth management expertise and entrepreneurial spirit make her an ideal member of the Board of Directors. George J. Wolf, Jr. Director Director Since: 2001 Age: 71 George J. Wolf, Jr. has been a Managing Director at Aon Risk Solutions and the Head of the Law Firm Advisory Team since 2018. The Law Firm Advisory Team brings industry-specific experience to help law firm leaders identify and implement operational improvements geared to financial stability, growth, and partnership challenges. Services include, but are not limited to, succession and retirement planning, partner compensation, financial management, mergers and acquisitions, as well as leadership consulting and coaching. Mr. Wolf had been the Managing Director of the law firm Herrick, Feinstein from 1993 until 2017. He was responsible for financial, administrative and strategic planning aspects of the firm, and was a permanent full voting member of the firm’s Executive Committee. Before joining Herrick, Feinstein, he spent 14 years in a similar role at Webster & Sheffield and two years as a director and shareholder at Hildebrandt International — a worldwide leader in law firm consulting. Mr. Wolf founded and is the Chairman and President of The Greg Wolf Fund (the “Fund”), a charitable organization that was established in memory of his son, Gregory, who lost his battle to leukemia in 2005. The Fund supports patients and their families in their fight against all blood cancers and has funded numerous blood cancer research initiatives with The Hospital at the University of Pennsylvania, Philadelphia, Pennsylvania and Saint Bartholomew’s Hospital, London, England. Mr. Wolf received a B.S. from Villanova University. His financial, administrative and strategic planning experience provides essential insights to Board deliberations.

  7. Continuing Directors with Terms Ending in 2025

    Continuing Directors with Terms Ending in 2025

  8. Dale C. Fredston

    Dale C. Fredston Dale C. Fredston has over 30 years of experience as in-house counsel to a wide range of financial service companies. She served as Executive Vice President and General Counsel of Sterling National Bank and its public holding company, Sterling Bancorp from 2002 to 2015. Before joining Sterling, Ms. Fredston was Senior Vice President, General Counsel and Corporate Secretary of Bank of America’s commercial finance subsidiary. Her experience includes financing transactions, mergers and acquisitions, banking and securities law compliance, risk management, corporate governance, general corporate matters and management of litigation. Ms. Fredston received a B.A. from Wellesley College and a J.D. from the Columbia University School of Law. Her broad knowledge of legal, regulatory and compliance matters in the banking industry, as well as her financial, public company, corporate governance and risk management experience, inform the Board in these areas.

  9. David J. Gold

    David J. Gold David J. Gold is a partner at AdvisIRy Partners Group LLC, a consulting firm that provides strategic and capital markets advisory services to senior management of publicly held companies. In 2022, Mr. Gold was appointed New York City Commissioner of City Planning by Mayor Eric Adams. For nearly two decades, Mr. Gold was an equity analyst at a Wall Street firm. He is a Chartered Financial Analyst, as well as a member of the National Association of Corporate Directors, the CFA Institute and the Real Estate Board of New York. Separately, Mr. Gold is a licensed real estate broker and for nearly 20 years, he has been involved in real estate investments. He received a B.S. from the New York University Stern School of Business and a J.D. from the Benjamin N. Cardozo School of Law. Mr. Gold earned a CERT Certificate in Cyber Oversight issued by the Software Engineering Institute of Carnegie Mellon University. Mr. Gold qualifies as an Audit Committee Financial Expert. Mr. Gold is also active with several non-profits that support public safety and education. Mr. Gold’s strategic planning and credit analysis experience, as well as his capital markets expertise and knowledge of the real estate industry are essential to Board oversight and deliberations.

  10. Terence J. Mitchell

    Terence J. Mitchell Director Director Since: 2017 Age: 71 Terence J. Mitchell has over 40 years of experience in retail banking, and served as Executive Vice President and Chief Retail Officer of Dime Community Bank from December 2010 through his retirement in June 2016. Before joining Dime, Mr. Mitchell served as President of Consumer Banking of Independence Community Bank and Executive Vice President of Retail Banking at Sovereign Bank. He has a deep knowledge of the local community and market and has also served on the boards of several Brooklyn non-profit and public interest organizations. Mr. Mitchell received a B.B.A. from Iona College. His extensive retail and consumer banking experience results in important contributions to the Board.

  11. Chaya Pamula

    Chaya Pamula Chaya Pamula is co-founder, President and CEO of PamTen Inc. and founder of SheTek and SOFKIN. PamTen provides technology information services to a diverse set of clients. SheTek is a not-for-profit organization with a mission to increase the percentage of women represented in the technology industry by creating a pipeline of talent that is highly skilled and job ready. SOFKIN is a non-profit organization that creates loving and caring homes for needy and underprivileged children in India. In addition, Ms. Pamula is on the board of various industrial associations, social impact organizations, and a speaker at many technology and social change events and has received numerous awards for her philanthropy and entrepreneurship. Ms. Pamula holds a Master’s in Business Administration from Osmania University in India and has completed the Harvard Business School Executive Education Program. Ms. Pamula’s more than 25 years of information technology experience, including productivity initiatives that involved business process improvement, business transformation/re-engineering and IT portfolio optimization, along with her dedicated non-for-profit endeavors, makes her a valuable asset to the Board.

  12. Continuing Directors with Terms Ending in 2026

    Continuing Directors with Terms Ending in 2026

  13. Anthony J. Fabiano

    Anthony J. Fabiano Anthony J. Fabiano served as Executive Vice President and Chief Financial Officer of Metropolitan Bank Holding Corp. and Metropolitan Commercial Bank from June 2018 until September 2020. He has more than 40 years of experience across a broad range of finance, accounting and management disciplines, primarily in the banking sector. Prior to joining the Company, Mr. Fabiano was President, Chief Operating Officer and a member of the Board of Directors at Hudson City Bancorp from September 2014 to November 2015. Before that, Mr. Fabiano was Executive Vice President — Finance and Administration from July 2012 to September 2014. Mr. Fabiano also served as Hudson City’s Principal Accounting Officer. He joined Hudson City Bancorp in 2006. Before Hudson City Bancorp, he served as the Chief Financial Officer of Sound Federal Bancorp from 1998 to 2006 and at MSB Bancorp from 1992 to 1998. Mr. Fabiano was employed by KPMG from 1982 until 1992. Mr. Fabiano is a CPA and is a member of the American Institute of CPAs and the New York State Society of CPAs. Mr. Fabiano received a B.S. from Manhattan College and attended the National School of Banking at Fairfield University. His broad, extensive banking, financial, accounting and SEC reporting experience make him an asset to the Board.

  14. Robert C. Patent

    Robert C. Patent Director Director Since: 1999 Age: 73 Robert C. Patent has over 45 years of experience in real estate investment and served as President of Colby Capital Corporation, a private investment firm engaged in the acquisition, restructuring and financing of real estate assets. Mr. Patent served as a director of New York Federal Savings Bank, a federally chartered thrift institution, from 1989 until its sale to Flushing Financial Corporation in 1997. Mr. Patent received a B.B.A. from The George Washington University. His prior board experience, long track record of real estate investment and knowledge of the Bank’s market provide significant expertise to the Board.

  15. Maria Fiorini Ramirez

    Maria Fiorini Ramirez Director Director Since: 2014 Age: 75 Maria Fiorini Ramirez is the founder, President and Chief Executive Officer of Maria Fiorini Ramirez, Inc., an independent global economic and financial consulting firm founded in 1992. Before founding her own firm, Ms. Ramirez was Managing Director and Money Market Economist at Drexel Burnham Lambert Incorporated. She served as a director for other banking companies between 1989-2009, including Sovereign Bancorp, Independence Community Bank and Statewide Savings Bank. Ms. Ramirez also currently serves as a director of Security Mutual Life, Binghamton, New York, and The Brooklyn Hospital in Brooklyn, New York. Ms. Ramirez received a B.A. from Pace University. Her prior board experience and deep financial and economic knowledge and expertise make her a valuable contributor to Board deliberations.

  16. William Reinhardt

    William Reinhardt Director and Chairman Director Since: 2013 Age: 77 William Reinhardt has been a Senior Director of Alvarez & Marsal, a global professional services and consulting firm focused on financial services clients, since 2008. Before joining Alvarez & Marsal, he was an Assistant Deputy Comptroller for Community Banks in the Northeastern District of the Office of Comptroller of the Currency, responsible for regulatory oversight over more than 200 community and regional banks as well as federal branches. He served on numerous interagency committees to address emerging issues and determine the most effective approach in dealing with them. Mr. Reinhardt received a B.A. from LIU Post, formerly known as C.W. Post Campus of Long Island University, and a degree from the Graduate School of Banking at the University of Wisconsin. Mr. Reinhardt qualifies as an Audit Committee Financial Expert. His financial expertise and regulatory and banking experience are important contributions to Board deliberations and oversight.

  17. Pay Program and 2023 Compensation Overview

    | Element | Type | 2023 Highlights | | Base Salary | Fixed | When setting base salaries, the Compensation Committee considers factors such as experience, responsibilities, job performance, and market compensation information. In 2023, the Compensation Committee approved base salary increases for all NEOs other than Mr. DeFazio. | | Short-Term Cash Incentive Compensation (Annual Incentive Plan) | Variable | The Company maintains a performance-based annual cash incentive plan for the NEOs, which is contingent on the achievement of pre-established financial results for the Company and individual performance objectives tied to each NEO’s specific role and responsibilities. The financial performance metrics generally have threshold, target and maximum goals to further align pay with performance. | | Long-Term Incentive Awards (Equity) | Variable | The Compensation Committee, in its discretion, determines equity grants for the NEOs after considering each executive’s performance, previous grant history, comparison to our peer group, and retention needs. |

  18. Compensation and Governance Practices

    | WHAT WE DO | WE DO NOT | | ✓ Use an independent compensation consultant that is retained by and reports to the Compensation Committee ✓ Tie a significant portion of executive compensation to performance ✓ Conduct an annual risk assessment of our compensation programs ✓ Mitigate compensation risk by subjecting annual and long-term incentive plans to payment caps ✓ Maintain a compensation clawback policy ✓ Use stock ownership guidelines for executive officers | Permit hedging of Company stock | | | Encourage excessive risk-taking through our compensation programs | | | Provide supplemental executive retirement plans | | | Offer excessive executive perquisites |

  19. Role of Compensation Consultant

    Role of Compensation Consultant In 2023, the Compensation Committee continued to retain the services of FW Cook to provide executive compensation consulting services. FW Cook helped facilitate the executive officer compensation process, including the creation of a compensation peer group for comparing our NEOs’ compensation to the market, and FW Cook assisted in the preparation of certain proxy statement disclosures. FW Cook reported directly to the Compensation Committee, who has the authority, in its sole discretion, to retain any adviser to assist in the performance of its duties or to terminate any advisor to the Compensation Committee. The Compensation Committee determined that FW Cook is independent and that there is no conflict of interest resulting from retaining FW Cook during 2023 after taking into account the factors set forth in the SEC rules.

  20. Peer Group

    Peer Group The Compensation Committee worked with FW Cook to construct a peer group of banking companies with assets at the time of selection between $3 billion and $12 billion and payment processing companies with revenue at the time of selection between $60 million and $520 million that would have similar needs for executive talent. Although the decisions regarding the compensation levels are guided by the information provided from the peer group and market survey data, the Compensation Committee does not commit to setting our executive pay levels at any particular percentile of the peer group. The Compensation Committee also takes into account the prevailing economic environment, individual performance, experience and the current financial condition of the Company. The 2023 peer group was as follows:

  21. Peer Group

    | Amalgamated Financial Corp. (AMAL) | Hingham Institution for Savings (HIFS) | | Bank First Corporation (BFC) | Merchants Bancorp (MBIN) | | Byline Bancorp, Inc. (BY) | National Bank Holdings Corporation (NBHC) | | Cantaloupe, Inc. (CTLP) | Pathward Financial, Inc. (CASH) | | Cass Information Systems, Inc. (CASS) | QCR Holdings, Inc. (QCRH) | | ConnectOne Bancorp, Inc. (CNOB) | The Bancorp, Inc. (TBBK) | | Enterprise Bancorp, Inc. (EBTC) | Univest Financial Corporation (UVSP) | | EVO Payments, Inc. (EVOP) | Veritex Holdings, Inc. (VBTX) | | First Foundation Inc. (FFWM) | Q2 Holdings, Inc. (QTWO) |

  22. Short-Term Incentives — Amended and Restated Executive Annual Incentive Plan (“AIP”)

    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 2023 performance were, as a percentage of their respective annual base salary, as follows: Mr. DeFazio — 102%, Mr. Lublin — 100%, Mr. Dougherty — 75%, Ms. Capra — 100%, and Mr. Rosenberg — 100%. The Compensation Committee reviews performance against pre-established financial and non-financial goals on an annual basis to determine the short-term cash incentive compensation of our NEOs. Awards under the AIP are substantially based on formulaic scorecard results across performance measure categories. The Compensation Committee reviewed and approved scorecards for each NEO to be used for 2023 performance, which are summarized in the tables below. Payments under the AIP are contingent upon the achievement of pre-established goals relating to objective Company financial metrics for all NEOs, and upon the goals specific to each NEO’s area of responsibility. Each of the metrics has an assigned weight and the Compensation Committee established, as applicable, threshold, target, and maximum performance levels for each of the Company financial metrics. In addition, the Company may grant, subject to the approval of the Compensation Committee and the Board of Directors, discretionary short-term incentive payments. In 2023, the Compensation Committee established a short-term incentive for Mr. DeFazio of $2.0 million, $1.0 million of which was subject to the achievement of specified targets and $1.0 million of which was subject to the discretion of the Board of Directors based on an evaluation of Mr. DeFazio’s overall performance in 2023. Upon attaining 100% of the target level of all the metrics shown below, 25% of the short-term incentive was payable in restricted stock units that vest 33.3% per year and 25% of the short-term incentive was payable in cash. The remaining 50% of the short-term incentive was payable in restricted stock units subject to a one-year cliff vesting schedule. All payments are subject to the approval of the Compensation Committee and Board of Directors. In 2023, the Compensation Committee set a threshold payout at 50% of salary for Messrs. Lublin and Rosenberg and Ms. Capra upon attaining a threshold level of all the metrics, a target payout of 100% of salary upon attaining 100% of the target level of all the metrics, and a maximum payout of 150% of salary of the target opportunity upon attaining certain maximum performance levels. All payments are subject to the approval of the Compensation Committee and Board of Directors. In 2023, prior to Mr. Dougherty’s promotion to Executive Vice President and Chief Financial Officer, the Compensation Committee set a threshold payout at 37.5% of salary for Mr. Dougherty upon attaining a threshold level of all the metrics, a target payout of 75% of salary upon attaining 100% of the target level of all the metrics, and a maximum payout of 112.5% of salary of the target opportunity upon attaining certain maximum performance levels. All payments are subject to the approval of the Compensation Committee and Board of Directors. The measurements in the AIP for all NEOs are based on the approved 2023 budget in the strategic plan. Each of the NEOs also had additional objective metrics to reflect each individual’s specific area of control and responsibility, while retaining accountability for overall Company profitability, risk management and regulatory compliance. The AIP allows for objective goal measurement while also allowing for the exercise of judgment by the Compensation Committee and the Board of Directors. If the Board of Directors determines that a NEO has met or exceeded the requirements for a specific goal, the NEO is given 100% credit for the weighting of a particular category. However, if the Board of Directors determines that a category is met at the applicable threshold expected level, the NEO is given 85% credit for the weighting of a particular performance goal, and for Mr. DeFazio, there is no payout if the Board of Directors determines that a particular performance metric result is below target. Performance measures, target award opportunities and results for 2023 for each Named Executive Officer are summarized in the tables below. For purposes of determining compliance with the performance measures, net income and ROATCE were each evaluated on an adjusted basis to account for the Company’s exit from the digital currency business and other compensation, compliance, legal and regulatory expenses. For further discussion of these adjustments, see “Pay versus Performance” below.

  23. Mark DeFazio — President & CEO

    | | Performance Goals | | | | Incentive Payout | | | Threshold | Target(1) | Maximum | Outcome | | | Annual Net Income Growth of between 8% and 12% Per Year | — | $250,000 | — | Target | $250,000(2) | | ROATCE (15.0% to 15.6% dependent on Net Income range) | — | $450,000 | — | Target | $450,000(3) | | Safety and Soundness(4) | — | $300,000 | — | Target | $300,000(5) | | Total | | | | | $1,000,000 |

  24. Mark DeFazio — President & CEO

    (1) No payout if the Board of Directors determines that results are below Target. (2) Payable $150,000 in cash and $100,000 in restricted stock units, which vests in three equal annual installments beginning on the first anniversary of the date of grant. (3) Payable $150,000 in cash and $300,000 in restricted stock units, which vests in three equal annual installments beginning on the first anniversary of the date of grant. (4) The Compensation Committee determines the level and extent of the executive’s 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, ALCO reports, write-offs, portfolio risk metrics and other metrics/indicators of the safety and soundness of the Bank. Payable $200,000 in cash and $100,000 in restricted stock units, which vests in three equal annual installments beginning on the first anniversary of the date of grant.

  25. Scott Lublin — EVP & CLO

    | | Performance Goals | | | | | | | Threshold (85%) | Target (100%) | Maximum (118%) | Outcome | Incentive Payout(1) | | Annual Net Income Growth of between 8% and 12% Per Year | $61,418 | $122,835 | $184,253 | Target | $122,835 | | ROATCE (15.0% to 15.6% dependent on Net Income range) | $61,418 | $122,835 | $184,253 | Target | $122,835 | | Annual Net Loan Growth (12% year over year) | $30,709 | $61,418 | $92,126 | Maximum | $92,126 | | Net Increase of 60MM in Lending Deposit | $30,709 | $61,418 | $92,126 | Maximum | $92,126 | | Net Charge Offs not to exceed 50 basis points | $30,709 | $61,418 | $92,126 | Maximum | $92,126 | | No net increases in the number of material policy exceptions or in credit file required documentation | $30,709 | $61,418 | $92,126 | Maximum | $92,126 | | Total(2) | $245,670 | $491,341 | $737,011 | | $614,176 |

  26. Daniel Dougherty — EVP & CFO(1)

    | | Performance Goals | | | | | | | Threshold (85%) | Target (100%)(2) | Maximum (118%)(3) | Outcome | Incentive Payout | | Annual Net Income Growth of between 8% and 12% Per Year | $30,000 | $60,000 | $90,000 | Target | $60,000 | | ROATCE (15.0% to 15.6% dependent on Net Income range ) | $30,000 | $60,000 | $90,000 | Target | $60,000 | | Become established as a trusted partner with executive owners on deposit sourcing and overall pricing | $12,000 | $24,000 | $36,000 | Maximum | $36,000 | | Continue to enhance off-balance sheet funding sources and work across the Company teams to increase capacity, as appropriate | $12,000 | $24,000 | $36,000 | Maximum | $36,000 | | Enhance & automate liquidity pipeline reporting process (loans and deposit options) and lead conversation with executive owners, as appropriate | $12,000 | $24,000 | $36,000 | Maximum | $36,000 | | Continue to drive the weekly loan pricing/target process | $12,000 | $24,000 | $36,000 | Maximum | $36,000 | | Implement internal IRR/Liquidity Platform | $12,000 | $24,000 | $36,000 | Maximum | $36,000 | | Total(4) | $120,000 | $240,000 | $360,000 | | $300,000 |

  27. Daniel Dougherty — EVP & CFO(1)

    (1) Mr. Dougherty was promoted to Executive Vice President and Chief Financial Officer of the Company on November 6, 2023. Mr. Dougherty’s performance and incentive payout for 2023 was therefore determined consistent with the goals and targets established at the beginning of the performance period in connection with his prior role. Mr. Dougherty's scorecard will be established in a manner consistent with other NEOs for the 2024 performance period. Payable 50% in cash and 50% in restricted stock units, which vest in three equal installments beginning approximately one year after the date of grant. Payable 25% in cash and 75% in restricted stock units, which vest in three equal installments beginning approximately one year after the date of grant. Totals may not foot due to rounding.

  28. Laura Capra — EVP & Head of Retail Banking

    | | Performance Goals | | | | | | | Threshold (85%) | Target (100%) | Maximum (118%) | Outcome | Incentive Payout(1) | | Annual Net Income Growth of between 8% and 12% Per Year | $46,645 | $97,022 | $145,533 | Target | $97,022 | | ROATCE (15.0% to 15.6% dependent on Net Income range) | $46,645 | $97,022 | $145,533 | Target | $97,022 | | Net Deposit Growth of $250 million ($50MM DDA/$200MM money market interest bearing) | $48,511 | $97,022 | $145,533 | Maximum | $145,533 | | Maintains high level of customer service satisfaction | $19,404 | $38,809 | $58,213 | Maximum | $58,213 | | Assist in increasing lending deposit relationships | $9,702 | $19,404 | $29,107 | Maximum | $29,107 | | Satisfactory retail audit reports | NA | $19,404 | $19,404 | Maximum | $19,404 | | Satisfactory retail regulatory reports | NA | $19,404 | $19,404 | Maximum | $19,404 | | Total(2) | $170,907 | $388,088 | $562,727 | | $465,705 |

  29. Nick Rosenberg — EVP & Head of Global Payments

    | | Performance Goals | | | | | | | Threshold (85%) | Target (100%) | Maximum (118%) | Outcome | Incentive Payout(1) | | Annual Net Income Growth of between 8% and 12% Per Year | $52,114 | $104,229 | $156,343 | Target | $104,229 | | ROATCE (15.0% to 15.6% dependent on Net Income range) | $52,114 | $104,229 | $156,343 | Target | $104,229 | | GPG Pre-Tax Income of 4.895MM | $31,269 | $62,537 | $93,806 | Maximum | $93,806 | | Deposit Growth of 150MM with 10% DDA growth | $31,269 | $62,537 | $93,806 | Threshold | $31,269 | | Effectively manage the pipeline of new business through implementation | $10,423 | $20,846 | $31,269 | Maximum | $31,269 | | Net new relationships increase by 6 to 10 programs year-over-year | $20,846 | $41,691 | $62,537 | Target | $41,691 | | Assist in streamlining risk assessment of new clients and programs | $10,423 | $20,846 | $31,269 | Target | $20,846 | | Total(2) | $208,457 | $416,915 | $625,372 | | $427,338 |

  30. Long-Term Incentives

    Long-Term Incentives Long-term incentive awards, such as time-based restricted stock units and performance-based stock units, are the third key component of our NEOs’ total compensation. The Compensation Committee believes employee stock ownership is significant for our NEOs, thereby aligning the interests of employees and stockholders. The Compensation Committee also believes equity-based compensation complements the short-term cash incentive compensation and helps balance short-term decisions with long-term outcomes. This compensation approach limits an executive’s ability to reap short-term gains at the expense of Company’s long-term success. This is also an important tool in retaining NEOs. We provide long-term incentive awards to our executive officers through our stockholder-approved 2022 Equity Incentive Plan (the “Equity Plan”). The Compensation Committee approves all equity award grants and acts as an administrator of the Equity Plan. Factors considered by the Compensation Committee include each executive’s performance, previous grant history, comparison to our peer group and retention needs. The Compensation Committee may grant a mix of time-based restricted stock units and performance-based restricted stock units. The table below shows the time-based restricted stock units that the Compensation Committee granted NEOs in 2023.

  31. Long-Term Incentives

    | | 2023 Long-Term Incentive Target Awards | | | Named Executive Officer | Time-Based Restricted Stock Units (#) | Performance-Based Restricted Stock Units (#) | | Mark DeFazio | 26,794 | — | | Scott Lublin | 9,494 | — | | Greg Sigrist(1) | 6,278 | — | | Daniel Dougherty(2) | 1,786 | — | | Laura Capra | 6,624 | — | | Nick Rosenberg | 7,321 | — |

  32. Long-Term Incentives

    (1) Mr. Sigrist resigned from his positions as Executive Vice President and Chief Financial Officer of the Company on October 31, 2023. (2) Mr. Dougherty was promoted to Executive Vice President and Chief Financial Officer of the Company on November 6, 2023.

  33. Employment Agreements and Change in Control Arrangements

    Employment Agreements and Change in Control Arrangements The Company maintains employment agreements with Mr. DeFazio and Mr. Lublin and change in control agreements with Ms. Capra, Mr. Rosenberg and Mr. Dougherty. The employment agreements set forth Mr. DeFazio and Mr. Lublin’s base salary and employee benefits, as well as providing them with the opportunity to receive certain post-employment payments and benefits, including acceleration of equity awards in the case of certain involuntary terminations of employment without cause or resignations for good reason. The employment agreements also prohibit them from recruiting or soliciting our employees or customers or disclosing our confidential information or business practices. The change in control arrangements provide Ms. Capra, Mr. Rosenberg and Mr. Dougherty with the opportunity to receive certain post-employment payments and benefits in the case of certain qualifying terminations of employments following a change in control of the Company or Bank.

  34. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information as to the total compensation paid to the Company’s President and Chief Executive Officer, its Executive Vice President and Chief Financial Officer and the three other most highly compensated executive officers of the Company for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021. Each individual listed in the table below is referred to as a “Named Executive Officer.”

  35. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Mark R. DeFazio President and CEO | 2023 | 980,000 | 1,500,000 | 500,000 | 26,460 | 3,006,460 | | | 2022 | 980,000 | 3,106,384 | 500,000 | 25,710 | 4,612,094 | | | 2021 | 800,000 | 2,991,918 | 500,000 | 85,260 | 4,377,178 | | Gregory Sigrist(3) EVP and Chief Financial Officer | 2023 | 386,168 | 351,488 | — | 11,200 | 748,856 | | | 2022 | 374,920 | 389,340 | 117,163 | 10,710 | 892,133 | | | 2021 | 360,500 | 220,500 | 129,780 | 9,480 | 720,260 | | Daniel Dougherty(4) EVP and Chief Financial Officer | 2023 | 400,000 | 100,000 | 75,000 | 11,460 | 586,460 | | | 2022 | 290,000 | — | 100,000 | 2,992 | 392,992 | | | 2021 | — | — | — | — | — | | Laura Capra EVP and Head of Retail Banking | 2023 | 388,088 | 370,829 | 116,426 | 11,460 | 886,803 | | | 2022 | 373,161 | 367,830 | 123,610 | 10,710 | 875,311 | | | 2021 | 355,391 | 360,469 | 122,610 | 9,480 | 847,950 | | Scott Lublin EVP and Chief Lending Officer | 2023 | 491,341 | 531,498 | 153,544 | 11,460 | 1,187,843 | | | 2022 | 472,443 | 424,918 | 177,166 | 10,710 | 1,085,237 | | | 2021 | 449,946 | 2,204,540 | 250,000 | 9,480 | 2,913,966 | | Nick Rosenberg EVP and Head of Global Payments | 2023 | 416,915 | 409,831 | 106,835 | 11,460 | 945,040 | | | 2022 | 404,771 | 437,853 | 136,610 | 10,710 | 989,944 | | | 2021 | 389,203 | 398,816 | 145,951 | 9,480 | 943,450 |

  36. Summary Compensation Table

    (1) Amounts in this column represent the aggregate grant date fair value of stock awards granted during the year indicated with respect to performance during the prior year. For example, the stock awards granted to the Named Executive Officers in 2023 were for the 2022 performance year. The Named Executive Officers were also granted stock awards in 2024 for the 2023 performance year, which are not shown in the table above. The grant date fair values are calculated in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions for these grants, see Note 14 (Stock Compensation Plan) to our Consolidated Financial Statements included in our Form 10-K for the year-ended December 31, 2023. For 2023, the amounts set forth in the All Other Compensation column from the table above includes the following items:

  37. Summary Compensation Table

    | | All Other Compensation | | | | | Name | Life insurance premiums ($) | Transportation ($) | 401(k) Employer Contribution ($) | Total ($) | | Mark R. DeFazio | 780 | 15,780 | 9,900 | 26,460 | | Gregory Sigrist | 650 | 650 | 9,900 | 11,200 | | Daniel Dougherty | 780 | 780 | 9,900 | 11,460 | | Laura Capra | 780 | 780 | 9,900 | 11,460 | | Scott Lublin | 780 | 780 | 9,900 | 11,460 | | Nick Rosenberg | 780 | 780 | 9,900 | 11,460 |

  38. Summary Compensation Table

    Mr. Sigrist resigned from his positions as Executive Vice President and Chief Financial Officer of the Company on October 31, 2023. (4) Mr. Dougherty was promoted to Executive Vice President and Chief Financial Officer of the Company on November 6, 2023. Employment Agreements. The Company and Metropolitan Commercial Bank have entered into an employment agreement with each of Mark R. DeFazio and Scott Lublin. The employment agreements are substantially similar. Each employment agreement has an initial term of three years and automatically renews daily so that the remaining term will always be three years, unless a notice is provided to the executive that the agreement will not renew. The current base salary for Mr. DeFazio is $1,000,000, and the current base salary for Mr. Lublin is $510,994.38. In addition to the base salary, the agreement provides for, among other things, participation in bonus programs, benefit plans applicable to executive officers and automobile benefits. The executive’s employment may be terminated for cause at any time, in which event the executive would have no right to receive unearned compensation or other benefits for any period after termination. Certain events resulting in the executive’s termination or resignation entitle the executive to payments of severance benefits following termination of employment. In the event of the executive’s involuntary termination for reasons other than for cause, disability or retirement, or if the executive resigns for good reason (as defined in the agreement) during the term of the agreement, then the executive would be entitled to a cash lump sum payment equal to three times (two times for Mr. Lublin) the executive’s base salary plus an amount equivalent to the bonus received by, and/or determined to be paid to, the executive with respect to the year immediately before the year in which such termination occurred. Section 409A of the Internal Revenue Code 1986, as amended, (the “Internal Revenue Code”) may require that a portion of the above payments cannot be made until six months after termination of employment. In addition, the executive would become fully vested in any outstanding unvested equity or equity-based awards. In the event of a change in control of the Company or Metropolitan Commercial Bank, the executive would be entitled to a cash lump sum payment equal to three times (two times for Mr. Lublin) the executive’s base salary plus an amount equivalent to the bonus received by, and/or determined to be paid to, the executive with respect to the year immediately before the year in which such change in control occurred. In addition, in the event of the executive’s involuntary termination for reasons other than for cause, disability or retirement, or in the event the executive resigns for good reason (as defined in the agreement) in connection with or following a change in control, the executive would become fully vested in any outstanding unvested equity or equity-based awards. Section 4999 of the Internal Revenue Code imposes a 20% excise tax on certain “excess parachute payments” made to “disqualified individuals” (as defined in the Internal Revenue Code) in connection with a change in control. Under Section 280G of the Internal Revenue Code, such “excess parachute payments” are also non-deductible to the Company. If payments that are contingent on a change in control to a disqualified individual (which includes the NEOs) exceed three times the individual’s “base amount” (as defined in the Internal Revenue Code), then the amount by which such amount exceeds one times the individual’s “base amount” will be deemed an “excess parachute payment.” Pursuant to his employment agreement, the Company will reimburse Mr. DeFazio for the amount of the excise tax, if any, and make an additional gross-up payment so that, after the payment of the excise tax and all income and excise taxes imposed on the reimbursement and gross-up payments, Mr. DeFazio would retain approximately the same net after-tax amounts under his employment agreement that he would have retained if there was no excise tax. Neither the Company nor the Bank is permitted to claim a federal income tax deduction for the portion of the change of control payment that constitutes an excess parachute payment, the excise tax reimbursement payment or the gross-up payment. Any payments made to Mr. Lublin will be reduced by the minimum dollar amount necessary to avoid exceeding three times his base amount. In the event of a disability (as defined in the applicable disability insurance policies), Mr. DeFazio will receive benefits under any short-term or long-term disability plans maintained by Metropolitan Commercial Bank. In the event of a short-term disability, Mr. DeFazio will pay to the Company any amounts he receives as short-term disability payments from the short-term disability insurance policy and the Company will continue to compensate Mr. DeFazio, in the full amount owing to him, as if Mr. DeFazio had not suffered a disability. In the event of a long-term disability, Mr. DeFazio will pay to the Company any amounts he receives as long-term disability payments from the long-term disability insurance policy and the Company will continue to compensate him, in the full amount owing to him, as if he had not suffered a disability, for a period of 30 days. Within 30 days of the date of such disability, Mr. DeFazio would be entitled to a cash lump sum payment equal to three times his base salary plus an amount equivalent to the bonus received by, and/or determined to be paid to, him with respect to the year immediately before the year in which such disability occurred. In addition, Mr. DeFazio would become fully vested in any outstanding unvested equity awards. If Mr. Lublin suffers a disability, his obligations to perform services under his employment agreement would terminate and he would receive benefits under any disability program sponsored by Metropolitan Commercial Bank and become fully vested in any of his outstanding unvested equity or equity-related awards (including any performance-based restricted stock awards). In the event of the executive’s death, the executive’s estate will be entitled to a lump sum cash payment, within 30 days of the date of death, equal to the amount of earned but unpaid base salary and benefits, three times (one time for Mr. Lublin) the executive’s base salary and an amount equivalent to the bonus received by, and/or determined to be paid to, the executive with respect to the year immediately before the year in which such death occurred. In addition, the executive would become fully vested in any outstanding unvested equity or equity-based awards. Upon the voluntary termination of the executive’s employment without good reason, each executive would be subject to certain restrictions on his ability to solicit employees of the Company and Metropolitan Commercial Bank for a period of one year following the date of termination of employment. Additionally, Mr. Lublin is also subject to certain restrictions on his ability to solicit customers of the Company and Metropolitan Commercial Bank and for a period of one year following the date of termination of employment.

  39. Summary Compensation Table

    Change in Control Agreements. The Company and Metropolitan Commercial Bank have entered into a change in control agreement with each of Daniel Dougherty, Nick Rosenberg and Laura Capra. During the term of the agreement, if the executive terminates his or her employment for good reason (as such term is defined in the agreement) or the Company terminates his or her employment for a reason other than for cause (as such term is defined in the agreement) on or after a change in control (as defined in the agreement), then Messrs. Lublin and Rosenberg will receive a lump sum severance payment equal to two times (one times for Mr. Dougherty and Ms. Capra) base salary, and, for Mr. Rosenberg only, Mr. Rosenberg will also receive a lump sum severance payment equal to two times the highest rate of bonus earned by Mr. Rosenberg in any one of the three calendar years immediately preceding the year in which the termination of employment occurs. Notwithstanding the foregoing, the payments required under the agreements will be reduced to the extent necessary to avoid penalties under Section 280G of the Internal Revenue Code. 2022 Equity Incentive Plan. The Company’s stockholders approved the 2022 Equity Incentive Plan to provide officers, employees and directors of the Company and its affiliates with additional incentives to promote the growth and performance of the Company. Subject to permitted adjustments for certain corporate transactions, the 2022 Equity Incentive Plan authorizes the issuance to participants of up to 358,000 shares of the Company’s common stock in the form of grants of restricted stock, restricted stock units and stock options, including incentive stock options and non-qualified stock options, any of which may vest based either on the passage of time or achievement of performance metrics, or a combination of each. Only Awards that are forfeited, expired or settled in cash (or shares subject to awards that were granted under the 2019 Equity Incentive Plan and after March 15, 2022, are forfeited, expired, or settled in cash) are available for reissuance under the 2022 Equity Incentive Plan. Under the 2022 Equity Incentive Plan, the aggregate grant date fair value of all awards granted to any non-employee director during any single calendar year, plus the total cash compensation paid to such director for services rendered for such calendar year, may not exceed $800,000 (or $950,000 in the case of the Chairman of the Board). The 2022 Equity Incentive Plan is administered by the Compensation Committee. The Compensation Committee has the authority and discretion to select the persons who will receive awards; establish the terms and conditions relating to each award; adopt rules and regulations relating to the 2022 Equity Incentive Plan; and interpret the 2022 Equity Incentive Plan. The exercise price of stock options granted under the 2022 Equity Incentive Plan may not be less than the fair market value on the date the stock option is granted. Stock options are subject to vesting conditions and restrictions as determined by the Compensation Committee. All restricted stock awards, restricted stock units and stock option grants will be subject to conditions established by the Compensation Committee that are set forth in each recipient’s award agreement. 2019 Equity Incentive Plan. The Metropolitan Bank Holding Corp. 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”) was frozen on May 31, 2022, which was the date the Company’s stockholders approved the Metropolitan Bank Holding Corp. 2022 Equity Incentive Plan. No awards may be granted under the 2019 Equity Incentive Plan on and after May 31, 2022. Outstanding awards under the 2019 Equity Incentive Plan, which were granted prior to May 31, 2022, continue to be subject to the terms and conditions of the 2019 Equity Incentive Plan. Amended and Restated Executive Annual Incentive Plan. The Amended and Restated Executive Annual Incentive Plan provides annual bonuses to key management personnel for their contributions to achieving strategic organizational objectives of the Company and Metropolitan Commercial Bank. Bonuses under the plan are determined based on Company-wide performance measurements. Information about the annual bonuses paid to the NEOs for the 2023 fiscal year are described under “Compensation Discussion and Analysis — Short-Term Incentives — Amended and Restated Executive Annual Incentive Plan.” At the end of each fiscal year, the Compensation Committee will calculate the amount of the award. Bonuses, if any, will be paid within two and one-half months of the close of the fiscal year end in cash, restricted stock awards, restricted stock units or in a combination of cash, restricted stock awards and restricted stock units.

  40. Grant of Plan-Based Awards

    Grant of Plan-Based Awards The following table sets forth information on plan-based awards made to the NEOs in 2023.

  41. Grant of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target (#) | Maximum (#) | | | | Mark R. DeFazio | RSU | 3/1/2023 | — | — | — | — | — | — | 26,794 | 1,500,000 | | | AIP | | — | 1,000,000 | — | — | — | — | — | — | | Gregory Sigrist | RSU | 3/1/2023 | — | — | — | — | — | — | 6,278 | 351,488 | | | AIP | | 168,714 | 386,168 | 543,634 | — | — | — | — | — | | Daniel Dougherty | RSU | 3/1/2023 | — | — | — | — | — | — | 1,786 | 100,000 | | | AIP | | 120,000 | 240,000 | 360,000 | — | — | — | — | — | | Laura Capra | RSU | 3/1/2023 | — | — | — | — | — | — | 6,624 | 370,829 | | | AIP | | 170,907 | 388,088 | 562,727 | — | — | — | — | — | | Scott Lublin | RSU | 3/1/2023 | — | — | — | — | — | — | 9,494 | 531,498 | | | AIP | | 245,670 | 491,341 | 737,001 | — | — | — | — | — | | Nick Rosenberg | RSU | 3/1/2023 | — | — | — | — | — | — | 7,321 | 409,831 | | | AIP | | 208,457 | 416,915 | 625,372 | — | — | — | — | — |

  42. Grant of Plan-Based Awards

    The amounts in these columns represent the threshold, target and maximum amounts of potential cash incentive payments that may be earned under the AIP as established by the Compensation Committee. The AIP and awards are described under “Compensation Discussion and Analysis — Short-Term Incentives — Amended and Restated Executive Annual Incentive Plan.” The actual amounts earned by each executive, and which were paid in a mix of cash and restricted stock units, are disclosed in the Summary Compensation Table. The amounts in these columns represent the target number of shares that may be earned with respect to PRSUs granted in 2023. These awards are described under “Compensation Discussion and Analysis — Long-Term Incentives.” (3) The amounts reported are the aggregate grant date fair value of RSU and PRSU awards computed in accordance with FASB ASC Topic 718. Refer to note (1) in the Summary Compensation Table for additional detail on the grant date fair value of awards. Details regarding outstanding stock awards can be found in the Outstanding Equity Awards at Fiscal Year-End table.

  43. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information concerning unvested restricted stock awards for each NEO as of December 31, 2023. There were no unexercised stock options previously granted to any NEO as of December 31, 2023.

  44. Outstanding Equity Awards at Fiscal Year End

    | | Stock Awards | | | | | | | Stock Award Grant Date | Number of shares or units of stock that have not vested | Fair value of shares or units of stock that have not vested(1)($) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested(1)($) | | Mark R. DeFazio | 3/1/2023 | 8,931(2) | 494,599 | — | — | | | 3/1/2023 | 17,863(3) | 989,253 | — | — | | | 6/1/2022 | — | — | 20,800(4) | 1,151,904 | | | 2/23/2022 | 3,278(5) | 181,536 | — | — | | | 2/23/2021 | 3,280(6) | 181,646 | — | — | | Daniel Dougherty | 3/1/2023 | 1,786(2) | 98,909 | — | — | | Laura Capra | 3/1/2023 | 6,624(2) | 366,837 | — | — | | | 2/23/2022 | 2,411(5) | 133,521 | — | — | | | 2/23/2021 | 2,365(6) | 130,974 | — | — | | Scott Lublin | 3/1/2023 | 9,494(2) | 525,778 | — | — | | | 2/23/2022 | 2,786(5) | 154,289 | — | — | | | 5/3/2021 | — | — | 10,000(4) | 553,800 | | | 2/23/2021 | 1,951(6) | 108,046 | — | — | | Nick Rosenberg | 3/1/2023 | 7,321(2) | 405,437 | — | — | | | 2/23/2022 | 2,870(5) | 158,941 | — | — | | | 2/23/2021 | 2,617(6) | 144,929 | — | — |

  45. Outstanding Equity Awards at Fiscal Year End

    (1) Based on the $55.38 per share trading price of the Company’s common stock on December 29, 2023. Unvested RSUs granted on March 1, 2023. The units began vesting in three equal annual installments on March 1, 2024. Shares vested on March 1, 2024. Shares vested on February 28, 2024. (5) Unvested RSUs granted on February 23, 2022. The units began vesting in three equal annual installments on March 1, 2023. (6) Unvested RSUs granted on February 23, 2021. The units began vesting in three equal annual installments on March 1, 2022.

  46. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table provides information for each of our NEOs regarding the exercise of stock options and the vesting of stock awards during 2023, value realized upon the exercise of stock options and the vesting of stock awards is based on the market price of company stock on the applicable exercise or vesting date.

  47. Option Exercises and Stock Vested Table

    | | Options Exercises and Stock Vested | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Mark R. DeFazio | 220,200 | 4,630,806 | 14,755 | 825,837 | | Gregory Sigrist | — | — | 2,724 | 152,299 | | Laura Capra | — | — | 3,571 | 199,655 | | Scott Lublin | — | — | 3,345 | 187,019 | | Daniel Dougherty | — | — | — | — | | Nick Rosenberg | — | — | 4,053 | 226,603 |

  48. Option Exercises and Stock Vested Table

    (1) Includes the gross number of RSUs that vested or were settled and paid in 2023, and includes any amounts that were withheld for applicable taxes. (2) This column does not reflect $1,071,552 realized by Mr. DeFazio upon vesting of 19,200 PRSUs on February 28, 2023 and $558,100 realized by Mr. Lublin upon the vesting of 10,000 PRSUs on February 28, 2023. The value of the vested PRSUs is based, in each case, upon the $55.81 closing price of the Company’s common stock on February 28, 2023. The delivery of the shares of common stock to be issued in respect of such PRSUs was deferred under the terms of the respective award agreements until February 28, 2024. This proxy statement does not contain a pension benefits table since the Company did not maintain a defined benefit pension plan as of December 31, 2023.

  49. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth information concerning certain restricted stock units awards that either previously vested or vested in 2023, but were not delivered until 2024.

  50. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year (#) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(1) | | Mark R. DeFazio | — | — | — | — | 2,170,896(2) | | Gregory Sigrist | — | — | — | — | — | | Laura Capra | — | — | — | — | — | | Scott Lublin | — | — | — | — | 1,107,600(3) | | Nick Rosenberg | — | — | — | — | — | | Daniel Dougherty | — | — | — | — | — |

  51. Nonqualified Deferred Compensation

    Value based on the $55.38 closing price of the Company’s common stock on December 29, 2023. Reflects the value of restricted stock units relating to 39,200 shares of the Company’s common stock that were delivered to Mr. DeFazio on February 29, 2024. 19,200 of these shares of common stock vested on February 28, 2023, and the remaining 20,000 shares of common stock vested on February 28, 2022. The grant date fair value of these awards was reported in the “Stock Awards” column of the Summary Compensation table in the fiscal years granted. As previously disclosed, an additional 20,800 shares of the Company’s common stock vested on February 28, 2024 and were delivered to Mr. DeFazio simultaneously with the 39,200 shares. (3) Reflects the value of restricted stock units relating to 20,000 shares of the Company’s common stock that were delivered to Mr. Lublin on February 29, 2024. 10,000 of these shares of common stock vested on February 28, 2023, and the remaining 10,000 shares of common stock vested on February 28, 2022. The grant date fair value of these awards was reported in the “Stock Awards” column of the Summary Compensation table in the fiscal years granted. As previously disclosed, an additional 10,000 shares of the Company’s common stock vested on February 28, 2024 and were delivered to Mr. Lublin simultaneously with the 20,000 shares.

  52. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The following table summarizes the estimated payments that would be made to the NEOs upon termination of employment as of December 31, 2023, pursuant to each executive’s employment agreement, change in control agreement and equity awards. The amounts shown do not include the executive’s vested account balance in the Bank’s 401(k) Plan. The amounts shown relating to unvested restricted stock awards, unvested restricted stock units and unvested performance stock units are based on the fair market value of the Company’s common stock on December 29, 2023, which was $55.38. The actual amounts to be paid to an executive can only be determined at the time of such executive’s separation from service with the Company. The following table provides the estimated amount of compensation payable to Mr. DeFazio for each of the termination events listed below.

  53. Potential Payments Upon Termination or Change-in-Control

    | | Termination for Cause ($)(1) | Termination Without Cause or for Good Reason ($)(2) | Payments Due Upon Change in Control ($)(3) | Disability ($)(4) | Death ($)(5) | | Cash severance | — | 3,440,000 | 3,440,000 | 3,440,000 | 3,440,000 | | Restricted stock vesting(6) | — | 2,998,938 | 2,998,938 | 2,998938 | 2,998,938 |

  54. Potential Payments Upon Termination or Change-in-Control

    The following table provides the estimated amount of compensation payable to Mr. Lublin for each of the termination events listed below.

  55. Potential Payments Upon Termination or Change-in-Control

    | | Termination for Cause ($)(1) | Termination Without Cause or for Good Reason ($)(2) | Payments Due Upon Change in Control ($)(3) | Disability ($)(4) | Death ($)(5) | | Cash severance | — | 982,681 | 982,681 | 491,341 | 491,341 | | Restricted stock vesting(6) | — | 1,421,633 | 1,421,633 | 1,421,633 | 1,421,633 |

  56. Potential Payments Upon Termination or Change-in-Control

    The following table provides the estimated amount of compensation payable to Mr. Dougherty for each of the termination events listed below.

  57. Potential Payments Upon Termination or Change-in-Control

    | | Termination for Cause ($)(1) | Termination Without Cause or for Good Reason ($)(7) | Payments Due Upon Change in Control ($)(7) | Disability ($)(4) | Death ($)(5) | | Cash severance | — | 400,000 | 400,000 | 400,000 | 400,000 | | Restricted stock vesting(6) | — | 104,785 | 104,785 | 104,785 | 104,785 |

  58. Potential Payments Upon Termination or Change-in-Control

    The following table provides the estimated amount of compensation payable to Ms. Capra for each of the termination events listed below.

  59. Potential Payments Upon Termination or Change-in-Control

    | | Termination for Cause ($)(1) | Termination Without Cause or for Good Reason ($)(7) | Payments Due Upon Change in Control ($)(7) | Disability ($)(4) | Death ($)(5) | | Cash severance | — | 400,000 | 400,000 | 400,000 | 400,000 | | Restricted stock vesting(6) | — | 668,838 | 668,838 | 668,838 | 668,838 |

  60. Potential Payments Upon Termination or Change-in-Control

    The following table provides the estimated amount of compensation payable to Mr. Rosenberg for each of the termination events listed below.

  61. Potential Payments Upon Termination or Change-in-Control

    | | Termination for Cause ($)(1) | Termination Without Cause or for Good Reason ($)(7) | Payments Due Upon Change in Control ($)(7) | Disability ($)(4) | Death ($)(5) | | Cash severance | — | 1,125,732 | 1,125,732 | 1,125,732 | 1,125,732 | | Restricted stock vesting(6) | — | 709,307 | 709,307 | 709,307 | 709,307 |

  62. Potential Payments Upon Termination or Change-in-Control

    (1) Upon a termination for “cause” (as defined in the applicable agreements), the executive will have no right to receive compensation or other benefits under the employment agreement. In addition, the executive will forfeit all non-vested restricted stock awards. (2) Under Mr. DeFazio and Mr. Lublin’s employment agreement, respectively, upon an involuntary termination for a reason other than for cause or if the executive voluntarily resigns for “good reason” (as defined in the employment agreement): (i) Mr. DeFazio (or, upon death, his beneficiary) would be entitled to receive a severance payment in the form of a cash lump sum equal to the sum of: (i) three (3) times the executive’s base salary; plus (ii) an amount equivalent to the bonus payment received by, and/or determined to be paid to, the executive with respect to the year immediately prior to the year in which occurred such termination, and (ii) Mr. Lublin (or, upon death, his beneficiary) would be entitled to receive a severance payment in the form of a cash lump sum equal to two (2) times the executive’s base salary. If the executive is a “specified employee” (as defined in Section 409A of the Code), the amounts payable under the employment agreement may be paid on the first day of the seventh month following the executive’s separation from service. In addition, Messrs. DeFazio and Lublin’s employment agreements provide that in the event of an involuntary termination for a reason other than for cause or if the executive voluntarily resigns for good reason, the executive shall become immediately vested in any outstanding unvested equity or equity-based awards. Under Mr. DeFazio’s employment agreement, upon the occurrence of a change in control, Mr. DeFazio (or, upon death, his beneficiary) would be entitled to receive a severance payment in the form of a cash lump sum equal to the sum of: (i) three (3) times the executive’s base salary; plus (ii) an amount equivalent to the bonus payment received by, and/or determined to be paid to, the executive with respect to the year immediately prior to the year in which occurred such termination. Under Mr. Lublin’s employment agreement, upon an involuntary termination for a reason other than for cause or if the executive voluntarily resigns for good reason in connection with or following a change in control, Mr. Lublin (or, upon death, his beneficiary) would be entitled to receive a severance payment in the form of a cash lump sum equal to two (2) times the executive’s base salary. In addition, Messrs. DeFazio and Lublin’s employment agreements provide that in the event of an involuntary termination for a reason other than for cause or if the executive voluntarily resigns for good reason in connection with or following a change in control, the executive shall become immediately vested in any outstanding unvested equity or equity-based awards. Mr. DeFazio would also be entitled to receive a tax indemnification payment if payments under the employment agreement trigger liability under Section 280G of the Code for the excise tax applicable to “excess parachute payments.” Because the estimated payments to Mr. DeFazio are not expected to trigger liability under Section 280G of the Code, no tax indemnification payment is reflected in the above table. The employment agreement entered into with Mr. Lublin provides that the change in control severance payment will be reduced by the minimum dollar amount necessary to avoid an excess parachute payment. The above table discloses the full amount of Mr. Lublin’s severance payment, and it is possible that the payment amount would be required to be reduced to avoid liability under Section 280G of the Code for the excise tax applicable to “excess parachute payments.” Under Mr. DeFazio’s employment agreement, in the event of a disability (as defined in the applicable disability insurance policies), Mr. DeFazio will receive benefits under any short-term or long-term disability plans maintained by Metropolitan Commercial Bank. In the event of a short-term disability, Mr. DeFazio will pay to the Company any amounts he receives as short-term disability payments from the short-term disability insurance policy and the Company will continue to compensate Mr. DeFazio, in the full amount owing to him, as if Mr. DeFazio had not suffered a disability. In the event of a long-term disability, Mr. DeFazio will pay to the Company any amounts he receives as long-term disability payments from the long-term disability insurance policy and the Company will continue to compensate him, in the full amount owing to him, as if he had not suffered a disability, for a period of 30 days. Within 30 days of the date of such disability, Mr. DeFazio would be entitled to: (x) a cash lump sum payment equal to three times his base salary plus an amount equivalent to the bonus received by, and/or determined to be paid to, him with respect to the year immediately before the year in which such disability occurred, (y) in addition, Mr. DeFazio would become fully vested in any outstanding unvested equity awards, and these amounts are shown in the above table. Under Mr. Lublin’s employment agreement, in the event of a disability, Mr. Lublin would be entitled to: a cash lump sum payment equal to one times his base salary and Mr. Lublin would become fully vested in any outstanding unvested equity awards, and these amounts are shown in the above table. Under Mr. Dougherty and Ms. Capra’s employment agreement, respectively, in the event of a disability, the executive would be entitled to a cash lump sum payment equal to one times their base salary. Under Mr. Rosenberg’s employment agreement, in the event of a disability, the executive would be entitled to a cash lump sum payment equal to two times his base salary. (5) Under Mr. DeFazio’s employment agreement, upon death, the executive’s beneficiary would be entitled to receive a payment equal to the sum of: (i) three (3) times the executive’s base salary; plus (ii) an amount equivalent to the bonus payment received by, and/or determined to be paid to, the executive with respect to the year immediately prior to the year in which occurred such termination. Under Mr. Lublin’s employment agreement, upon death, the executive’s beneficiary would be entitled to receive a payment equal to one (1) time the executive’s base salary. In addition, Messrs. DeFazio and Lublin’s employment agreements provide that upon death, both executives shall become immediately vested in any outstanding unvested equity or equity-based awards. Under Mr. Rosenberg’s employment agreement, upon death (subsequent to a change in control or termination of employment (as such terms are defined in the agreement), the executive’s beneficiary would be entitled to receive payment equal to two times the executive’s base salary. Under Mr. Dougherty and Ms. Capra’s employment agreement, respectively, upon death (subsequent to a change in control or termination of employment (as such terms are defined in the agreement), the executive’s beneficiary would be entitled to receive payment equal to one times the executive’s base salary. (6) The amount shown reflects the value of non-vested restricted stock awards, restricted stock units and performance shares that become vested.

  63. Potential Payments Upon Termination or Change-in-Control

    Messrs. Dougherty and Rosenberg’s change in control agreements provide that if the executive terminates his employment for good reason (as such term is defined in the agreement) or the Company terminates his employment for a reason other than for cause (as such term is defined in the agreement) on or after a change in control (as defined in the agreement) and during the term of the agreement, then: (a) Mr. Rosenberg will receive a lump sum severance payment equal to two times the greater of his base salary as of the date of termination or the base salary in effect immediately prior to the date of a change in control and two times the highest rate of bonus earned by Mr. Rosenberg in any one of the three calendar years immediately preceding the year in which the termination of employment occurs, and (b) Mr. Dougherty will receive a cash severance amount equal to one times the greater of the executive’s base salary in effect as of the date of termination or the base salary in effect immediately prior to the date of a change in control, payable by lump sum. Notwithstanding the foregoing, the payments required under the change in control agreements will be reduced to the extent necessary to avoid penalties under Section 280G of the Internal Revenue Code. The above table discloses the full amount of the payment, and it is possible that the payment amount would be required to be reduced to avoid liability under Section 280G of the Code for the excise tax applicable to “excess parachute payments.” Ms. Capra’s change in control agreement provides that if the executive terminates employment in a qualifying termination (as such term is defined in the agreement), within twelve (12) months following a change in control for reasons other than good cause, the executive will be entitled to a payment equal to the executive’s annual base cash compensation.

  64. CEO PAY RATIO

    CEO PAY RATIO As required by applicable SEC rules, the Company is providing the following information about the relationship of the annual total compensation of the Company’s median employee to the annual total compensation of Mr. DeFazio, the Company’s Chief Executive Officer and President. For 2023, the Company’s last completed fiscal year: the annual total compensation of the Company’s median employee was $118,083; and • the annual total compensation of the CEO as reported in the Summary Compensation Table included elsewhere in this proxy statement, was $3,006,460. Based on this information, for 2023 the CEO’s annual total compensation was approximately 25 times that of the annual total compensation of the Company’s median employee. The Company took the following steps to identify its median employee, as well as to determine the annual total compensation of the Company’s median employee and its CEO. 1. The Company determined that, as of December 31, 2023 (“Determination Date”), its employee population consisted of 277 individuals (275 full-time employees and 2 part-time employees). 2. To identify the “median employee” from its employee population, the Company used the amount of “gross wages” for the identified employees as reflected in the Company’s payroll records for the period in the fiscal year through the Determination Date. For gross wages, the Company generally used the total amount of compensation the employees were paid before any taxes, deductions, insurance premiums, and other payroll withholding. The Company did not use any statistical sampling techniques. 3. For the annual total compensation of the Company’s median employee, the Company identified and calculated the elements of that employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x), resulting in annual total compensation of $118,083. 4. For the annual total compensation of the CEO (inclusive solely of compensation paid or awarded by the Company), the Company used the amount reported in the “Total” column of the Summary Compensation Table included in this proxy statement. The required CEO pay ratio information reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions and which may have a significantly different work force structure from the Company’s, is likely not comparable to the Company’s SEC-required or supplemental CEO pay ratios.

  65. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE We are required by SEC rules to disclose the following information regarding compensation paid to our NEOs. The amounts set forth below under the headings Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) or CEO and Average CAP to non-PEO NEOs have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnote (2) below sets forth the adjustments from the Total Compensation for the PEO and non-PEO NEOs reported in the Summary Compensation Table above. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.” Because CAP includes multiple years of grants, the calculation of CAP each year is heavily impacted by the change in the stock price and therefore, may be higher or lower than Summary Compensation Table compensation values.

  66. PAY VERSUS PERFORMANCE

    | Year(1) | Summary Compensation Table for PEO ($) | Compensation Actually Paid to PEO ($)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | Value of Fixed $100 Investment Based On: | | Net Income (in millions) ($) | Non- GAAP Adjusted ROATCE(5) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 3,006,460 | 2,805,553 | 871,001 | 721,022 | 115 | 116 | 77.3 | 16.8% | | 2022 | 4,612,094 | 2,045,247 | 960,656 | 249,561 | 122 | 116 | 59.4 | 16.6% | | 2021 | 4,377,178 | 8,378,208 | 1,928,708 | 3,506,689 | 221 | 125 | 60.6 | 15.2% | | 2020 | 2,034,435 | 1,013,573 | 901,166 | 621,579 | 75 | 91 | 39.5 | 12.9% |

  67. PAY VERSUS PERFORMANCE

    (1) The PEO in all four reporting years is Mark DeFazio. The other NEOs in the 2023 reporting year are Laura Capra, Daniel Dougherty, Scott Lublin, Nick Rosenberg, and Gregory Sigrist. The other NEOs in the 2022 reporting year are Laura Capra, Scott Lublin, Nick Rosenberg, and Gregory Sigrist. The other NEOs in the 2021 reporting year are Scott Lublin and Nick Rosenberg. The other NEOs in the 2020 reporting year are Laura Capra and Scott Lublin. (2) SEC rules require certain adjustments be made to the Summary Compensation Table values to determine CAP. For purposes of the pension valuation adjustments, NEOs do not participate in any defined benefit plan and as such are not included in the below table. The following tables detail the applicable adjustments that were made to determine CAP.

  68. PAY VERSUS PERFORMANCE

    | PEO Adjustments | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 3,006,460 | 4,612,094 | 4,377,178 | 2,034,435 | | Deduct Fair Value of Equity Awards included in Summary Compensation Table | 1,500,000 | 3,106,384 | 2,991,918 | 499,980 | | Add Fair Value of Awards Granted in Current Year and Outstanding and Unvested at Year-End | 1,483,852 | 2,085,836 | 5,224,444 | 238,076 | | Add Change in Fair Value of Awards Granted in Prior Years and Outstanding and Unvested at Year-End | (90,008) | (1,232,921) | 397,882 | (819,176) | | Add Fair Value of Awards Granted and Vested in Current Year | 0 | 0 | 0 | 117,889 | | Add Change in Fair Value of Awards Granted in Prior Years that Vested during Year | (94,751) | (313,378) | 1,370,622 | (57,671) | | Deduct Fair Value of Equity Awards Granted in Prior Years Forfeited in the Covered Year | 0 | 0 | 0 | 0 | | Total CAP | 2,805,553 | 2,045,247 | 8,378,208 | 1,013,573 |

  69. PAY VERSUS PERFORMANCE

    | Non-PEO NEO Adjustments | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 871,001 | 960,656 | 1,928,708 | 901,166 | | Deduct Fair Value of Equity Awards included in Summary Compensation Table | 352,729 | 404,985 | 1,301,678 | 247,484 | | Add Fair Value of Awards Granted in Current Year and Outstanding and Unvested at Year-End | 279,392 | 233,668 | 2,328,053 | 117,823 | | Add Change in Fair Value of Awards Granted in Prior Years and Outstanding and Unvested at Year-End | (16,450) | (439,833) | 159,560 | (198,907) | | Add Fair Value of Awards Granted and Vested in Current Year | 0 | 0 | 0 | 58,370 | | Add Change in Fair Value of Awards Granted in Prior Years that Vested during Year | (13,279) | (99,945) | 392,046 | (9,389) | | Deduct Fair Value of Equity Awards Granted in Prior Years Forfeited in the Covered Year | 46,913 | 0 | 0 | 0 | | Total CAP | 721,022 | 249,561 | 3,506,689 | 621,579 |

  70. PAY VERSUS PERFORMANCE

    The fair value of performance shares/units reporting for CAP purposes in columns (c) and (e) reflects calculated performance at the end of the performance year for internal metrics, in accordance with FASB ASC 718. Performance share/units subject to internal metrics will ultimately vest based on measured performance through the end of the performance period. (4) Reflects the total shareholder return indexed to $100 per share for the KBW Regional Bank Index, which is the industry line peer group reported in our 2023 Form 10-K. (5) Adjusted ROATCE is a non-GAAP financial measure, and for purposes of our compensation program is defined as Adjusted Net Income divided by Average Tangible Common Equity. Adjusted Net Income is a non-GAAP financial measure, and the Company believes the use of this non-GAAP financial measure to adjust for the impact of certain circumstances, events and/or charges is appropriate because it excludes impacts that may not be reflective of the Company’s underlying operating performance. Average Tangible Common Equity is also a non-GAAP financial measure and is as reported in our fourth quarter 2023 earnings press release. These adjustments are made so that participants are compensated for the Company’s performance in comparison to planned levels and are neither penalized nor rewarded for the impact of such circumstances, events, and/or charges. In order to calculate the Company’s year-over-year Net Income growth for purposes of our compensation program, adjustments consistent with the nature and type of adjustments those shown below were made to the Net Income reported for the year ended December 31, 2022. As adjusted, the Net Income for the year ended December 31, 2022 was $95.5 million. The calculations of Adjusted ROATCE, Adjusted Net Income and Average Tangible Common Equity for the year ended December 31, 2023, compared to our audited financial statements, are set forth below.

  71. PAY VERSUS PERFORMANCE

    | | Net Income Adjustments ($mm) | | Net Income before income tax expense (GAAP) | 106.9 | | Adjustments for: | | | Increase in cost of funds related to crypto deposit outflows | 17.6 | | Decline in GPG Revenue | 6.2 | | Increased operating expenses(A) | 17.3 | | Partial Reversal of Regulatory settlement reserve | (5.5) | | Adjusted Pre-tax net income | 142.5 | | Estimated Tax rate | 28% | | Adjusted Net Income | 103.0 |

  72. PAY VERSUS PERFORMANCE

    | | Average Common Equity Adjustments ($mm) | | Average common equity | 621.0 | | Less: average intangible assets | 9.7 | | Average tangible common equity | 611.3 | | Adjusted Net Income | 103.0 | | Divided by: Average Tangible Common Equity | 611.3 | | Adjusted ROATCE | 16.8% |

  73. PAY VERSUS PERFORMANCE

    (A) Includes Compensation and benefits, Professional fees and FDIC assessments.

  74. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table The following charts show the relationship between the Company’s cumulative four-year total shareholder return (“TSR”) and that of the KBW Regional Bank Index, as well as CAP and the required financial performance measures in the Pay Versus Performance table above — Company TSR, Peer Group TSR, Net Income and the Company-selected measure of Adjusted ROATCE.

  75. Director Compensation

    Director Compensation The following table sets forth information regarding the compensation paid to the Company’s non-employee directors for the fiscal year ended December 31, 2023. Mr. DeFazio does not receive any additional compensation for service on the Company’s Board and Metropolitan Commercial Bank’s Board of Directors.

  76. Director Compensation

    | Name(1) | Fees earned or paid in cash ($) | Stock Awards ($)(2) | Total ($) | | Anthony J. Fabiano | 84,000 | 140,950 | 224,950 | | Dale C. Fredston | 136,500 | 140,950 | 277,450 | | David J. Gold(3) | 238,500 | 140,950 | 379,450 | | Harvey M. Gutman(3) | 181,000 | 140,950 | 321,950 | | Terence J. Mitchell | 215,000 | 140,950 | 355,950 | | Chaya Pamula | 147,500 | 140,950 | 288,450 | | Robert C. Patent(3) | 212,000 | 140,950 | 352,950 | | Maria F. Ramirez | 142,500 | 140,950 | 283,450 | | William Reinhardt(3) | 454,500 | 140,950 | 595,450 | | Katrina Robinson | 93,500 | 140,950 | 234,450 | | George J. Wolf, Jr. | 149,500 | 140,950 | 290,450 |

  77. Director Compensation

    (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 $56.38 on date of grant, January 23, 2023. As of December 31, 2023, each of the directors had 2,500 shares of unvested restricted stock. (3) These were the permanent members of the Credit Committee of the Bank during 2023, which met 31 times in 2023.