DEF 14A of Metropolitan Bank Holding Corp., Apr 17, 2025

DEF 14A of Metropolitan Bank Holding Corp.

Filed Apr 17, 2025 · FY20240001104659-25-035755

Open on EDGAR

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

    | 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 |

  2. Director Nominees and Continuing Directors

    Director Nominees and Continuing Directors

  3. NOMINEES WITH TERMS ENDING IN 2025

    NOMINEES WITH TERMS ENDING IN 2025

  4. NOMINEES WITH TERMS ENDING IN 2025

    | Dale C. Fredston | | Independent | Director Since 2016 | | Age 72 Committees • Audit • CG&N (Chair) | Career Highlights Sterling National Bank and its public holding company, Sterling Bancorp • Executive Vice President and General Counsel (2002 to 2015) Bank of America • Senior Vice President, General Counsel and Corporate Secretary of the bank’s commercial finance subsidiary Education • J.D., Columbia University School of Law • B.A., Wellesley College | Qualifications Ms. Fredston has over 30 years of experience as in-house counsel to a wide range of financial service companies. Her experience includes financing transactions, mergers and acquisitions, banking and securities law, risk management, corporate governance, general corporate matters and management of litigation. Skills and Expertise • Deep industry knowledge and expertise in bank-specific legal, regulatory and compliance matters. • Senior leadership of a publicly traded financial institution. • Experience in finance and risk management. |

  5. NOMINEES WITH TERMS ENDING IN 2025

    | David J. Gold | | Independent | Director Since 2016 | | Age 50 Committees* • Audit • Compensation • CG&N • Risk * Mr. Gold also serves on the Credit Committee and Asset Recovery Group Committee of the Bank’s board of directors | Career Highlights AdvisIRy Partners Group LLC, consulting firm providing strategic and capital markets advisory services • Partner (2017 to Present) City of New York • New York City Commissioner of City Planning (appointed in 2022) Education • J.D., Benjamin N. Cardozo School of Law • B.S., New York University Stern School of Business | Qualifications Mr. Gold was an equity analyst at a Wall Street firm for nearly two decades. Professional certifications and memberships include: • Chartered Financial Analyst and member of the CFA Institute • Cyber Oversight CERT certificate (Software Engineering Institute of Carnegie Mellon University) • National Association of Corporate Directors (member) • Licensed Real Estate Broker and member of the Real Estate Board of New York Skills and Expertise • Experience in strategic planning and investor relations. • Expertise in capital markets and credit analysis. • Knowledge of the Company’s market and the real estate industry. |

  6. NOMINEES WITH TERMS ENDING IN 2025

    | Terence J. Mitchell | | Independent | Director Since 2017 | | Age 72 Committees • Audit • Compensation • Risk | Career Highlights Dime Community Bank/Dime Community Bankshares • Executive Vice President and Chief Retail Officer (2010 to 2016) Sovereign Bank • Executive Vice President, Director of Retail Banking (2006 to 2008) Independence Community Bank/ Independence Community Bank Corp. • Executive Vice President, President of Consumer Banking (1990 to 2006) Education • B.B.A., Iona College | Qualifications Mr. Mitchell has over 40 years of experience in retail banking. He has a deep knowledge of the communities and markets in which we operate and has also served on the boards of several Brooklyn non-profit and public interest organizations. Skills and Expertise • Extensive retail and consumer banking expertise. • Senior leadership of business units at publicly traded financial institutions. • Experience in risk management and operations. |

  7. NOMINEES WITH TERMS ENDING IN 2025

    | Chaya Pamula | | Independent | Director Since 2021 | | Age 59 Committees • CG&N • Risk | Career Highlights PamTen Inc., technology services provider • Co-founder, President and CEO (2007 to Present) SheTek, non-profit focused on increasing women representation in technology industry • Founder and President (2017 to Present) SOFKIN, non-profit focused on serving the needs of underprivileged children • Founder and Trustee (2005 to Present) Education • Executive Education Program, Harvard Business School • MBA, Osmania University in India | Qualifications Ms. Pamula has more than 25 years of information technology experience, with a focus on solutions for business process improvement, business transformation/ reengineering and IT portfolio optimization. She is engaged and versed in emerging areas of technology, such as generative artificial intelligence. Ms. Pamula is on the board of various industry associations, social impact organizations, and has received awards for her philanthropy, entrepreneurship, and dedication to non-for-profit endeavors. Skills and Expertise • Extensive expertise in information technology, cybersecurity and emerging technologies (e.g., artificial intelligence). • Experience entrepreneurship and serving small- and medium-sized enterprises. • Experience with business transformation through integration of digital technology solutions. |

  8. CONTINUING DIRECTORS WITH TERMS ENDING IN 2026

    CONTINUING DIRECTORS WITH TERMS ENDING IN 2026

  9. CONTINUING DIRECTORS WITH TERMS ENDING IN 2026

    | Anthony J. Fabiano | | Not Independent(1) | Director Since 2020 | | Age 64 Committees • Risk (Chair) | Career Highlights Metropolitan Bank Holding Corp. and Metropolitan Commercial Bank • Executive Vice President and Chief Financial Officer (2018 to 2020) Hudson City Bancorp • President, Chief Operating Officer and a member of the Board of Directors (2014 to 2015) • Executive Vice President — Finance and Administration (2012 to 2014) Sound Federal Bancorp • Chief Financial Officer (1998 to 2006) MSB Bancorp • Chief Financial Officer (1992 to 1998) Education • B.S., Manhattan College | Qualifications Mr. Fabiano has more than 40 years of experience across a broad range of finance, accounting and management disciplines, primarily in the banking sector. He is a Certified Public Accountant, a member of the American Institute of CPAs and the New York State Society of CPAs and attended the National School of Banking at Fairfield University. Skills and Expertise • Extensive expertise in a broad range of banking, financial, accounting and risk management matters. • Senior leadership managing the finance and operations functions at publicly traded financial institutions. • Knowledge of the company’s business and operations. |

  10. CONTINUING DIRECTORS WITH TERMS ENDING IN 2026

    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.

  11. CONTINUING DIRECTORS WITH TERMS ENDING IN 2026

    | Robert C. Patent | | Independent | Director Since 1999 | | Age 74 Committees* • Compensation • CG&N * Mr. Patent also serves as the chair of the Credit Committee and chair of the Asset Recovery Group Committee of the Bank’s board of directors | Career Highlights Colby Capital Corporation, a private investment firm focused on real estate acquisition, restructuring and financing • President (1991 to Present) New York Federal Savings Bank • Director (1989 to 1997) Education • B.B.A., The George Washington University | Qualifications Mr. Patent has over 45 years of experience in real estate investment. His board experience includes service as a director of New York Federal Savings Bank from 1989 until its sale to Flushing Financial Corporation in 1997. Skills and Expertise • Prior experience on the board of a financial institution. • Deep expertise in real estate investment. • Knowledge of the Company’s market and the real estate industry. |

  12. CONTINUING DIRECTORS WITH TERMS ENDING IN 2026

    | Maria Fiorini Ramirez | | Independent | Director Since 2014 | | Age 76 Committees • CG&N • Risk | Career Highlights Maria Fiorini Ramirez, Inc., a global economic and financial consulting firm • Founder, President and CEO (1992 to Present) Drexel Burnham Lambert Incorporated • Managing Director and Money Market Economist Education • B.A., Pace University | Qualifications Ms. Ramirez has significant board experience in the banking industry, serving as director at a number of companies between 1989 and 2009, including Sovereign Bancorp, Independence Community Bank and Statewide Savings Bank. Ms. Ramirez currently serves as a director of Security Mutual Life and The Brooklyn Hospital. Skills and Expertise • Significant prior experience on the boards of community and regional banks. • Expertise in finance and economics. • Experience in financial regulation and risk management. |

  13. CONTINUING DIRECTORS WITH TERMS ENDING IN 2026

    | William Reinhardt | Independent | Director Since 2013 | Chair Since 2018 |

  14. CONTINUING DIRECTORS WITH TERMS ENDING IN 2026

    | Age 78 Committees* • Audit (Chair) • Compensation • CG&N • Risk * Mr. Reinhardt also serves on the Credit Committee and Asset Recovery Group Committee of the Bank’s board of directors | Career Highlights Alvarez & Marsal • Senior Director (2008 to Present) Office of Comptroller of the Currency (“OCC”) • Assistant Deputy Comptroller for Community Banks, Northeast District Education • Degree from the Graduate School of Banking, University of Wisconsin • B.A., LIU Post (formerly known as C.W. Post Campus of Long Island University) | Qualifications Mr. Reinhardt was responsible for regulatory oversight over more than 200 community and regional banks as well as federal branches while at the OCC. He served on numerous interagency committees to identify and address emerging issues in an effective manner. Skills and Expertise • Significant expertise in financial regulation and supervision. • Financial expert, with experience in banking, risk management and compliance. • Senior policy-making experience in public sector. |

  15. CONTINUING DIRECTORS WITH TERMS ENDING IN 2027

    CONTINUING DIRECTORS WITH TERMS ENDING IN 2027

  16. CONTINUING DIRECTORS WITH TERMS ENDING IN 2027

    | Mark R. DeFazio | President and CEO | Director Since 1999 |

  17. CONTINUING DIRECTORS WITH TERMS ENDING IN 2027

    | Age 61 Committees Mr. DeFazio serves on the Credit Committee and Asset Recovery Group Committee of the Bank’s board of directors | Career Highlights Metropolitan Bank Holding Corp. and Metropolitan Commercial Bank • Chief Executive Officer (appointed 2002 to Present) • Founder and President (1999 to Present) Israel Discount Bank • Various positions, including Senior Vice President and Head of Commercial Real Estate (13 years) | Qualifications Mr. DeFazio has more than 40 years of experience banking and real estate experience. Mr. DeFazio has overseen the steady growth of the Bank from its founding in 1999, to its initial public offering in 2017 and through to the present. Skills and Expertise • Deep familiarity with the markets and communities in which the Company operates. • Broad and extensive expertise in banking and real estate. • Senior leadership of a publicly traded financial institution. |

  18. CONTINUING DIRECTORS WITH TERMS ENDING IN 2027

    | Harvey M. Gutman | | Independent | Director Since 2008 | | Age 78 Committees Mr. Gutman serves on the Credit Committee and Asset Recovery Group Committee of the Bank’s board of directors | Career Highlights Brookside Advisors, LLC, a real estate consulting and development company • Founder and President (2006 to Present) Pathmark Stores, Inc. • Senior Vice President for Retail Development (16 years) • VP for Grocery, Non-Food and Rx Merchandising (7 years) • VP of Strategic Planning, Research and Investor Relations (7 years) Education • M.B.A., Wharton School of the University of Pennsylvania • B.A., Rutgers University | Qualifications Mr. Gutman has been active in real estate and retail development since 1990. At Pathmark, he was responsible for the company’s retail development program, including site identification. He was additionally responsible for investor communications and public relations. Mr. Gutman currently serves on the board of two ARCTRUST private REITs and is a member of the International Council of Shopping Centers. Skills and Expertise: • Significant background in retail and real estate. • Expertise in strategic planning in the real estate industry. • Senior leadership and board experience. |

  19. CONTINUING DIRECTORS WITH TERMS ENDING IN 2027

    | Katrina Robinson | | Independent | Director Since 2021 | | Age 42 Committees • Audit | Career Highlights Cone Marshall Group, an international trust and fiduciary services firm • CEO (2022 to Present) Teton Trust Company LLC, a Wyoming chartered trust and fiduciary services firm • CEO (2017 to Present) Education • J.D., Benjamin Cardozo School of Law • MPhil, University of Cambridge • B.A., Princeton University | Qualifications Ms. Robinson is an expert in trusts, succession planning and governance, including in the cross-border context. 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. Skills and Expertise • Expertise in wealth management and trust and estate planning. • Significant international business experience. • Successful entrepreneurial background servicing family offices and private clients. |

  20. CONTINUING DIRECTORS WITH TERMS ENDING IN 2027

    | George J. Wolf, Jr. | | Independent | Director Since 2001 | | Age 72 Committees • Compensation (Chair) • CG&N | Career Highlights Aon Risk Solutions • Managing Director and the Head of the Law Firm Advisory Team (2018 to 2024) Herrick, Feinstein, law firm • Managing Director, member of Executive Committee (1993 to 2017) Education • B.S., Villanova University | Qualifications Mr. Wolf led the Law Advisory practice at Aon Risk Solutions, providing industry-specific experience to help law firm leaders identify and implement operational improvements for financial stability and growth. At Herrick Feinstein, Mr. Wolf was responsible for the firm’s financial, administrative and strategic planning. Mr. Wolf founded and is the Chairman and President of The Greg Wolf 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. Skills and Expertise • Experience with financial and strategic planning and implementation. • Senior policy-making position at a professional services firm. • Significant philanthropic and non-profit experience. |

  21. Director Compensation

    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).

  22. 2025 Director Compensation

    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:

  23. 2025 Director Compensation

    | Credit Committee (Bank Committee) Compensation Element | 2024 Fee ($) | 2025 Fee ($) | | Committee Chair Retainer | 10,000 | 35,000 | | Committee Member Meeting Fee | 3,500 | 7,500 |

  24. 2025 Director Compensation

    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.

  25. 2024 DIRECTOR COMPENSATION

    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.

  26. 2024 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Total ($) | | Anthony J. Fabiano | 132,250 | 126,750 | 259,000 | | Dale C. Fredston | 180,000 | 126,750 | 306,750 | | David J. Gold(3) | 201,000 | 126,750 | 327,750 | | Harvey M. Gutman(3) | 115,500 | 126,750 | 242,250 | | Terence J. Mitchell | 231,750 | 126,750 | 358,500 | | Chaya Pamula | 103,500 | 126,750 | 230,250 | | Robert C. Patent(3) | 178,500 | 126,750 | 305,250 | | Maria F. Ramirez | 91,000 | 126,750 | 217,750 | | William Reinhardt(3) | 385,500 | 126,750 | 512,250 | | Katrina Robinson | 69,000 | 126,750 | 195,750 | | George J. Wolf, Jr. | 112,000 | 126,750 | 238,750 |

  27. 2024 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 $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. 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.

  28. 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”) |

  29. CD&A Contents

    | 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 |

  30. Compensation Philosophy

    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: • Maintain a compensation program that is competitive in the marketplace. • Provide opportunities that align pay with the Company’s annual and long-term performance goals. • Align NEO compensation with the Company’s performance. • Manage the risk profile of the Company by aligning risk mitigation within the performance of individual and Company-wide goals. • Encourage achievement of strategic objectives and the creation of stockholder value. • Recognize and reward individual initiative and achievements while managing risk. • Maintain an appropriate balance between base salary and short- and long-term incentive opportunities. • Allow the Company to compete for, retain and motivate talented executives critical to its success, consistent with its compensation philosophy. 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.

  31. Compensation and Governance Practices

    | | WHAT WE DO | | WHAT WE AVOID | | • Use an independent compensation consultant that is retained by and reports to the Compensation Committee • Tie a significant portion of executive compensation to individual and Company 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 | | • Hedging of Company stock • Encouraging excessive risk-taking through our compensation programs • Providing supplemental executive retirement plans • Offering excessive executive perquisites | |

  32. Pay Program and 2024 Compensation Overview

    | Element | Type | 2024 Highlights | | Base Salary | Fixed | When setting base salaries, the Compensation Committee considers factors such as experience, responsibilities, job performance, and market compensation information. In 2024, the Compensation Committee approved base salary increases for all NEOs other than Mr. Dougherty, who was promoted to Executive Vice President and Chief Financial Officer late in 2023. The approved salary increases ranged from 2% to 5%. | | Short-Term Incentive Compensation (Cash and Equity) | Variable | The Company maintains a performance-based annual 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 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. |

  33. 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 2024 performance were, as a percentage of their respective annual base salary, as follows:

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

    | Name | 2024 Target AIP Bonuses (% of Base Salary) | | Mr. DeFazio | 150% | | Mr. Lublin | 100% | | Mr. Dougherty | 100% | | Ms. Capra | 100% | | Mr. Rosenberg | 100% |

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

    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: • 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:

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

    | Corporate Performance Measures(1) | Threshold | Target | Maximum | | Adjusted Net Income Growth | 9.35 – 10.99% | 11% | — | | Adjusted ROATCE | 8.5% – 9.99% | 10% | — |

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

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

  38. Mark DeFazio — President & CEO

    | | Performance Goals | | | Outcome | Incentive Payout ($) | | AIP Performance Measures | Threshold ($) | Target ($) | Maximum ($) | | | | Corporate Performance (67%) | 600,000 | 1,200,000 | 1,200,000 | Target | 1,200,000 | | Safety and Soundness (33%)(1) | 150,000 | 300,000 | 450,000 | Exceeds | 450,000 | | Total | 750,000 | 1,500,000 | 1,650,000 | | 1,650,000(2) |

  39. Scott Lublin — EVP & Chief Lending Officer

    | | Performance Goals | | | | | | AIP Performance Measures | Threshold (85%) ($) | Target (100%) ($) | Maximum (118%) ($) | Outcome | Incentive Payout(1) ($) | | Corporate Performance (50%) | 127,749 | 255,497 | 255,497 | Target | 255,497 | | Business Performance (50%) | 127,749 | 255,497 | 383,246 | Target | 255,497 | | Net Loan Growth (12% year-over-year)(2) | | | | Meets | | | Net Increase of $75 Million in Lending Deposit Relationships (10% Demand Deposit Accounts)(2) | | | | Meets | | | Net Charge Offs Not to Exceed 50 Basis Points | | | | Meets | | | Ensure Credit Committee Only Considers High Quality Credit Requests for Approval | | | | Meets | | | Efficiently Follow Up on Opportunities Presented for Review and Execution | | | | Meets | | | Total(3) | 255,497 | 510,994 | 638,743 | | 510,994 |

  40. Scott Lublin — EVP & Chief Lending Officer

    (1) 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. (2) After the establishment of Mr. Lublin’s scorecard in the first quarter of 2024, senior management, with oversight from the Board, adjusted aspects of the Company’s 2024 operating and strategic plan and targets, including the lending strategy, to focus on maintaining strong NIM expansion and capital preservation through the end of the performance period. The Company achieved these objectives in 2024 in part through significant loan pricing discipline. The Compensation Committee also assessed that the deposit growth metric achieved below Target owing to idiosyncratic year-end transactions related to a few large depositors. While the original target threshold was not met for these performance goals, the Compensation Committee considered the foregoing factors, consistent with the terms of the AIP, to assess Mr. Lublin at Target for these performance measures.

  41. Daniel Dougherty — EVP & Chief Financial Officer

    | | Performance Goals | | | | | | AIP Performance Measures | Threshold (85%) ($) | Target (100%) ($) | Maximum (118%) ($) | Outcome | Incentive Payout(1) ($) | | Corporate Performance (50%) | 100,000 | 200,000 | 200,000 | Target | 200,000 | | Business Performance (50%) | 100,000 | 200,000 | 300,000 | Above Target | 275,000 | | Maintain Deposit and Loan Pricing Discipline to Manage Stable NIM | | | | Exceeds | | | Timely Manage Strategic and Capital Planning Process | | | | Exceeds | | | Manage Finance and Accounting Group, including Timely and Accurate Reporting | | | | Meets | | | Maintain Regular Communication with Top 20 Shareholders | | | | Exceeds | | | Total(2) | 200,000 | 400,000 | 500,000 | | 475,000 |

  42. Laura Capra — EVP & Head of Retail Banking

    | | Performance Goals | | | | | | AIP Performance Measures (Weight) | Threshold (85%) ($) | Target (100%) ($) | Maximum (118%) ($) | Outcome | Incentive Payout(1) ($) | | Corporate Performance (50%) | 101,873 | 203,746 | 203,746 | Target | 203,746 | | Business Performance (50%) | 81,498 | 203,746 | 285,245 | Above Target | 219,027 | | Total Deposit Growth of $250 Million (10% Demand Deposit Account Growth) | | | | Meets | | | High Customer Service Satisfaction | | | | Exceeds | | | Increase Lending Deposit Relationships | | | | Meets | | | Satisfactory Retail Audit Reports | | | | Meets | | | Satisfactory Retail Regulatory Reports | | | | Meets | | | Title Escrow Technology Launch | | | | Meets | | | Total(2) | 183,372 | 407,492 | 488,991 | | 422,773 |

  43. Nick Rosenberg — EVP & Chief Business Development Officer

    | | Performance Goals | | | | | | AIP Performance Measures | Threshold (85%) ($) | Target (100%) ($) | Maximum (118%) ($) | Outcome | Incentive Payout(1) ($) | | Corporate Performance (50%) | 108,398 | 216,796 | 216,796 | Target | 216,796 | | Business Performance (50%) | 108,398 | 216,796 | 325,194 | Target | 216,796 | | Explore New Product Initiative to Drive Net Interest Income and Lower Cost Deposits | | | | Meets | | | Secure Tier 1 Acquirer License Approval from Card Brands | | | | Meets | |

  44. Nick Rosenberg — EVP & Chief Business Development Officer

    | | Performance Goals | | | | | | AIP Performance Measures | Threshold (85%) ($) | Target (100%) ($) | Maximum (118%) ($) | Outcome | Incentive Payout(1) ($) | | Establish Two Direct to Merchant Acquiring Relationships in Gaming and Sports Betting | | | | Meets | | | Build Out Company’s Acquiring Group | | | | Meets | | | Support Full Exit from global payments business by Year-End 2024 | | | | Meets | | | Total(2) | 216,796 | 433,591 | 541,989 | | 433,591 |

  45. 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 important for our NEOs. Moreover, deferred equity awards motivate our executives, reward them for the achievement of financial goals that support the sustainable growth of the Company, and reinforce their alignment with stockholder interests. The Compensation Committee believes that this combination of long-term time and performance-based equity-based compensation complements the short-term cash incentive compensation and helps balance short-term decisions with long-term outcomes. Long-term incentive awards are granted to executive officers through our stockholder-approved Amended and Restated 2022 Equity Incentive Plan (the “Equity Plan”). The Compensation Committee approves all equity award grants and oversees the administration of the Equity Plan. Factors considered by the Compensation Committee in awarding long-term incentive awards include: • each executive’s performance, • previous grant history, • comparison to our peer group, and • the Company’s strategic goals and retention needs. The following table provides the mix of time-based restricted stock units and performance-based restricted stock units (“PRSUs”) granted by the Compensation Committee for the 2024 performance period (as well as a comparison to the mix of awards granted for the 2023 performance period:

  46. LONG-TERM INCENTIVES

    | Named Executive Officer | 2023 Long-Term Incentive Target Awards | | 2024 Long-Term Incentive Target Awards | | | | Time-Based Restricted Stock Units (#) | Performance-Based Restricted Stock Units (#) | Time-Based Restricted Stock Units (#) | Performance-Based Restricted Stock Units (#) | | Mark DeFazio | 36,469 | — | 9,453 | 48,840 | | Scott Lublin | 11,199 | — | 6,587 | 24,420 | | Daniel Dougherty | 5,470 | — | 6,123 | — | | Laura Capra | 8,492 | — | 5,449 | — | | Nick Rosenberg | 7,792 | — | 5,589 | — |

  47. LONG-TERM INCENTIVES

    The time-based restricted stock units granted to our NEOs vest in three equal annual installments starting on the first anniversary of the grant date. The Compensation Committee last granted PRSUs to Messrs. DeFazio and Lublin in 2021 (the “2021 PRSUs”). Following the 2021 PRSUs’ three-year performance period ending December 31, 2023, the Compensation Committee determined, consistent with past practice, to grant new PRSUs to Mr. DeFazio and Mr. Lublin in 2024 (the “2024 PRSUs”). In each case, the earnout on the PRSUs was based on the achievement of corporate and individual performance goals over the 2024 performance period, as established by the Compensation Committee, and pay out in restricted stock units that vest in equal installments over a three-year period starting in 2025. In furtherance of this long term incentive component of the compensation program, the Compensation Committee expects to continue the practice of granting PRSUs to our NEOs on an annual, rolling basis with at least a one-year performance period. For Mr. DeFazio, the Compensation Committee established a target earnout for his 2024 PRSU award at $2 million. 50% of the 2024 PRSU earnout was subject to the Company’s 2024 ROATCE percentile against the Company’s compensation benchmarking peer group and 50% was subject to the discretion of the Board based on a holistic evaluation of Mr. DeFazio’s overall performance in 2024, with an emphasis on the management of the Company’s safety and soundness.

  48. LONG-TERM INCENTIVES

    | Long-Term Incentive Goals | Target Earnout (# of Restricted Stock Units) | Outcome | Earnout (# of Restricted Stock Units) | | Corporate Performance (50%) | 24,420 | Below Target | — | | ROATCE(1) Percentile (100% at 65th percentile or higher, 75% between 60th and 65th percentile, and 50% between 55th and 60th percentile) | | | | | Safety and Soundness (50%)(2) | 24,420 | Target | 24,420 | | Total | | | 24,420(3) |

  49. LONG-TERM INCENTIVES

    (1) ROATCE is a Non-GAAP financial measure. See reconciliation in Appendix A. (2) 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. (3) Payable in restricted stock units, which vest in three equal installments beginning approximately one year after the date of grant. Following the 2024 performance period, the Compensation Committee assessed the earnout for Mr. DeFazio’s 2024 PRSUs at 50% of target. For Mr. Lublin, the Compensation Committee established a target earnout for his 2024 PRSU award at $1 million. 70% of the 2024 PRSU earnout was subject to achievement of certain corporate performance measures for 2024, and 30% was subject to achievement of certain performance measures related to Mr. Lublin’s area of control and responsibility.

  50. LONG-TERM INCENTIVES

    | Long-Term Incentive Goals | Target Earnout (# of Restricted Stock Units) | Outcome | Earnout (# of Restricted Stock Units) | | Corporate Performance (70%) | 17,094 | Below Target | — | | Net Loan Growth 12% to 15% Per Year | | | | | Net Increase of $100 million in Lending Relationships, with 5% Demand Deposit Account Growth Per Year | | | | | Individual Performance (30%) | 7,326 | Target | 7,326 | | Net Charge Offs of Less Than 25 basis points per year | | | | | Maintain No Net Increases in Year-Over-Year Material Loan Exceptions | | | | | Total | | | 7,326(1) |

  51. LONG-TERM INCENTIVES

    (1) Payable in restricted stock units, which vest in three equal installments beginning approximately one year after the date of grant. Following the 2024 performance period, the Compensation Committee assessed the earnout for Mr. Lublin’s 2024 PRSUs at 30% of target.

  52. 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. Additional information on the terms and provisions of the agreements and arrangements can be found in the Compensation Matters section of this Proxy Statement starting on page 44.

  53. ROLE OF COMPENSATION CONSULTANT

    ROLE OF COMPENSATION CONSULTANT In 2024, 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 annual review and update of the compensation peer group for comparing our executive officer’s compensation to the market, and FW Cook assisted in the preparation of certain proxy statement disclosures. Throughout the year, FW Cook attends certain meetings of the Compensation Committee. They also provide input on meeting materials and advise on other matters considered by the Compensation Committee. 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 annually reviews the independence of its compensation consultant. FW Cook maintains, and has provided to the Compensation Committee, a written policy designed to avoid and address potential conflicts of interest. After taking into account the factors set forth in the SEC and NYSE rules, the Compensation Committee determined that FW Cook is independent and that there is no conflict of interest resulting from the FW Cook relationship with the Company in 2024.

  54. PEER GROUP

    PEER GROUP In June 2024, in light of the Bank’s exit from the global payments business, the Compensation Committee sought to reconstitute the peer group to more closely capture similarly sized and situated banks that primarily focus on commercial banking activities. As part of this evaluation, the Compensation Committee reviewed the compensation benchmarking peer group with a lens on: • Operations and scale — financial institutions that operate within range of the Company’s key size indicators (primarily total assets and market capitalization) and within the Company’s industry sub-classification (Regional Banking). • Business characteristics — financial institutions that are public companies, listed on major US exchanges, that compete directly with the Company for talent due to the primary business similarities, that attract similar investor profiles and that focus primarily on commercial banking (as expressed by commercial loans as a percentage of total loans). Based on this review, the Compensation Committee determined to remove several companies from the 2023 benchmarking peer group primarily due to misalignment with the criteria described above, including operating payment processing segments with which the Company no longer competes. In addition, Blue Foundry Bancorp, Dime Community Bancshares, and NB Bancorp were added to the peer group. These three banks have significant commercial banking operations, including in markets in which the Company does or could compete. The 2024 compensation benchmarking peer group approved by the Compensation Committee is as follows:

  55. PEER GROUP

    | 2024 Peer Group | | | Amalgamated Financial Corp. (AMAL) | National Bank Holdings Corporation (NBHC) | | Bank First Corporation (BFC) | NB Bancorp, Inc. (NBBK) | | Blue Foundry Bancorp (BLFY) | Pathward Financial, Inc. (CASH) | | Byline Bancorp, Inc. (BY) | QCR Holdings, Inc. (QCRH) | | ConnectOne Bancorp, Inc. (CNOB) | The Bancorp, Inc. (TBBK) | | Dime Community Bancshares, Inc. (DCOM) | Univest Financial Corporation (UVSP) | | Enterprise Bancorp, Inc. (EBTC) | Veritex Holdings, Inc. (VBTX) | | First Foundation Inc. (FFWM) | |

  56. PEER GROUP

    Although the decisions regarding NEO compensation levels are guided by the Compensation Committee’s use of information related to the peer group and market survey data, the Compensation Committee does not commit to setting our executive pay levels at any particular percentile or ranking of the peer group. As outlined in this CD&A, the Compensation Committee also takes into account the prevailing economic environment, individual performance, experience and the current financial condition of the Company.

  57. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information as to the total compensation paid to the Company’s NEOs for the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022. In accordance with SEC rules, the total compensation paid to the Company’s NEOs reflects the value of equity-based awards for the year they are granted. A summary of the Compensation Committee’s decisions on the compensation awarded to our NEOs for 2024 performance can be found in the Compensation Discussion & Analysis section of this Proxy Statement, which begins on page 30.

  58. Summary Compensation Table

    | Name | Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(2) ($) | Total ($) | | Mark R. DeFazio President and CEO | 2024 | 1,000,000 | 3,499,968 | 1,100,000 | 34,024 | 5,633,992 | | | 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 | | Scott Lublin EVP and Chief Lending Officer | 2024 | 510,994 | 1,460,614 | 127,749 | 17,866 | 2,117,223 | | | 2023 | 491,341 | 531,498 | 153,544 | 11,460 | 1,187,843 | | | 2022 | 472,443 | 424,918 | 177,166 | 10,710 | 1,085,237 | | Daniel Dougherty EVP and Chief Financial Officer | 2024 | 400,000 | 225,000 | 118,750 | 17,224 | 760,974 | | | 2023 | 400,000 | 100,000 | 75,000 | 11,460 | 586,460 | | | 2022 | 290,000 | — | 100,000 | 2,992 | 392,992 | | Laura Capra EVP and Head of Retail Banking | 2024 | 407,492 | 349,279 | 105,693 | 17,713 | 880,177 | | | 2023 | 388,088 | 370,829 | 116,426 | 11,460 | 886,803 | | | 2022 | 373,161 | 367,830 | 123,610 | 10,710 | 875,311 | | Nick Rosenberg EVP and Chief Business Development Officer | 2024 | 433,591 | 320,504 | 108,398 | 15,979 | 878,472 | | | 2023 | 416,915 | 409,831 | 106,835 | 11,460 | 945,041 | | | 2022 | 404,771 | 437,853 | 136,610 | 10,710 | 989,944 |

  59. 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 NEO in 2024 were for the 2023 performance year. The NEOs were also granted stock awards in 2025 for the 2024 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, 2024. (2) For 2024, the amounts set forth in the All Other Compensation column from the table above includes the following items:

  60. Summary Compensation Table

    | Name | Life Insurance Premiums ($) | Executive Supplemental Life and Disability Insurance Premiums ($) | Transportation ($) | 401(k) Employer Contribution ($) | Total ($) | | Mark R. DeFazio | 780 | 6,017 | 16,877 | 10,350 | 34,024 | | Scott Lublin | 780 | 5,956 | 780 | 10,350 | 17,866 | | Daniel Dougherty | 780 | 5,314 | 780 | 10,350 | 17,224 | | Laura Capra | 780 | 5,803 | 780 | 10,350 | 17,713 | | Nick Rosenberg | 780 | 4,069 | 780 | 10,350 | 15,979 |

  61. 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 2024:

  62. 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 DeFazio | RSU | 3/1/2024 | — | — | — | — | — | — | 36,469 | 1,499,970 | | | PRSU | 5/30/2024 | — | — | — | — | 48,840 | — | — | 1,999,998 | | | AIP | | 750,000 | 1,500,000 | 1,650,000 | — | — | — | | — | | Scott Lublin | RSU | 3/1/2024 | — | — | — | — | — | — | 11,199 | 460,615 | | | PRSU | 5/30/2024 | — | — | — | — | 24,420 | — | — | 999,999 | | | AIP | | 255,497 | 510,994 | 638,743 | — | — | — | — | — | | Daniel Dougherty | RSU | 3/1/2024 | — | — | — | — | — | — | 5,470 | 224,981 | | | AIP | | 200,000 | 400,000 | 500,000 | — | — | — | — | — | | Laura Capra | RSU | 3/1/2024 | — | — | — | — | — | — | 8,492 | 349,276 | | | AIP | | 183,372 | 407,492 | 488,991 | — | — | — | — | — | | Nick Rosenberg | RSU | 3/1/2024 | — | — | — | — | — | — | 7,792 | 320,485 | | | AIP | | 216,796 | 433,591 | 541,989 | — | — | — | — | — |

  63. Grant of Plan-Based Awards

    (1) 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. (2) The amounts in these columns represent the target number of shares that may be earned with respect to PRSUs granted in 2024. These awards are described under “Compensation Discussion and Analysis — Long-Term Incentives.” The amounts reported are the aggregate grant date fair value of restricted stock units 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.

  64. 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, 2024. There were no unexercised stock options previously granted to any NEO as of December 31, 2024.

  65. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | | Name | 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 | 5/30/2024 | — | — | 48,840(2) | 2,852,256 | | | 3/1/2024 | 36,469(5) | 2,129,790 | — | — | | | 3/1/2023 | 5,954(4) | 347,714 | — | — | | | 2/23/2022 | 1,639(3) | 95,718 | — | — | | Scott Lublin | 5/30/2024 | — | — | 24,420(2) | 1,426,128 | | | 3/1/2024 | 11,199(6) | 654,022 | — | — | | | 3/1/2023 | 6,329(4) | 369,614 | — | — | | | 2/23/2022 | 1,393(3) | 81,351 | — | — | | Daniel Dougherty | 3/1/2024 | 5,470(6) | 319,448 | — | — | | | 3/1/2023 | 1,190(4) | 69,496 | — | — | | Laura Capra | 3/1/2024 | 8,492(6) | 495,933 | — | — | | | 3/1/2023 | 4,416(4) | 257,894 | — | — | | | 2/23/2022 | 1,205(3) | 70,372 | — | — | | Nick Rosenberg | 3/1/2024 | 7,792(6) | 455,053 | — | — | | | 3/1/2023 | 4,880(4) | 284,992 | — | — | | | 2/23/2022 | 1,435(3) | 83,804 | — | — |

  66. Outstanding Equity Awards at Fiscal Year-End

    (1) Based on the $58.40 per share trading price of the Company’s common stock on December 31, 2024. (2) Vest in three equal installments on June 1, 2025, February 28, 2026 and February 28, 2027. (3) Vest in three equal annual installments beginning on March 1, 2023. (4) Vest in three equal annual installments beginning on March 1, 2024. (5) 12,156 restricted stock units vest in three equal annual installments beginning on March 1, 2025 and 24,313 restricted stock units will vest 100% on March 1, 2025.

  67. 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 2024, 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.

  68. 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 ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting ($) | | Mark R. DeFazio | — | — | 85,759 | 4,944,450 | | Scott Lublin | — | — | 36,509 | 2,236,142 | | Daniel Dougherty | — | — | 596 | 22,648 | | Laura Capra | — | — | 5,779 | 219,602 | | Nick Rosenberg | — | — | 6,493 | 246,734 |

  69. Option Exercises and Stock Vested Table

    (1) Includes the gross number of restricted stock units that vested or were settled and paid in 2024, and includes any amounts that were withheld for applicable taxes. We do not currently grant new awards of stock options, stock appreciation rights, or similar option-like equity awards. Accordingly, we have no specific policy or practice on the timing of grants of such awards in relation to the disclosure of material nonpublic information. In the event we determine to grant new awards of stock options or similar equity awards in the future, the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

  70. Pension Benefits

    Pension Benefits 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, 2024.

  71. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation This Proxy Statement does not contain a nonqualified deferred compensation table since the Company did not maintain a nonqualified deferred compensation plan as of December 31, 2024.

  72. 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, 2024, 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 Company’s 401(k) Plan. The amounts shown relating to unvested restricted stock awards, unvested restricted stock units and unvested performance-based restricted stock units are based on the fair market value of the Company’s common stock on December 31, 2024, which was $58.40. 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 our NEOs for each of the termination events listed below.

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

    | Name | Compensation Element | Termination for Cause(1) ($) | Termination Without Cause or for Good Reason(2)(7) ($) | Payments Due Upon Change in Control(3)(7) ($) | Disability(4) ($) | Death(5) ($) | | Mark R. DeFazio | Cash Severance | — | 4,100,000 | 4,100,000 | 4,100,000 | 4,100,000 | | | Restricted Stock Vesting(6) | — | 5,425,477 | 5,425,477 | 5,425,477 | 5,425,477 | | Scott Lublin | Cash Severance | — | 1,175,983 | 1,175,983 | 510,994 | 510,994 | | | Restricted Stock Vesting(6) | — | 2,531,114 | 2,531,114 | 2,531,114 | 2,531,114 | | Daniel Dougherty | Cash Severance | — | 400,000 | 400,000 | 400,000 | 400,000 | | | Restricted Stock Vesting(6) | — | 388,944 | 388,944 | 388,944 | 388,944 | | Laura Capra | Cash Severance | — | 407,492 | 407,492 | 407,492 | 407,492 | | | Restricted Stock Vesting(6) | — | 824,199 | 824,199 | 824,199 | 824,199 | | Nick Rosenberg | Cash Severance | — | 1,013,134 | 1,013,134 | 1,013,134 | 1,013,134 | | | Restricted Stock Vesting(6) | — | 823,849 | 823,849 | 823,849 | 823,849 |

  74. 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 unit 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. (3) 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. 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.

  75. 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.

  76. 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 2024, the Company’s last completed fiscal year: • the annual total compensation of the Company’s median employee was $122,535; and • the annual total compensation of the CEO as reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $5,633,992. Based on this information, for 2024 the CEO’s annual total compensation was approximately 46 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, 2024 (“Determination Date”) its employee population consisted of 293 individuals (291 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’s identified and calculated the elements of that employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x), resulting in annual total compensation of $122,535. 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. 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. See Appendix A: Non-GAAP Reconciliations below for additional information. 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.

  77. CEO Pay Ratio

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) | Value of Fixed $100 Investment Based on: | | | | | Year(1) | Summary Compensation Table for PEO ($) | Compensation Actually Paid to PEO(2)(3) ($) | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(4) ($) | Net Income ($ in millions) | Non-GAAP Adjusted ROATCE(5) (%) | | 2024 | 5,633,992 | 4,962,333 | 1,159,212 | 1,000,103 | 121 | 131 | 66.7 | 12.2% | | 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% |

  78. CEO Pay Ratio

    (1) The PEO in all five reporting years is Mark DeFazio. The other NEOs in the 2024 reporting year are Laura Capra, Daniel Dougherty, Scott Lublin, and Nick Rosenberg. 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.

  79. CEO Pay Ratio

    | PEO Adjustments | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 5,633,992 | 3,006,460 | 4,612,094 | 4,377,178 | 2,034,435 | | Add (Deduct): Fair Value of Equity Awards Included in Summary Compensation Table | (3,499,968) | (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 | 3,555,918 | 1,483,852 | 2,085,836 | 5,224,444 | 238,076 | | Add (Deduct): Change in Fair Value of Awards Granted in Prior Years and Outstanding and Unvested at Year-End | 22,931 | (90,008) | (1,232,921) | 397,882 | (819,176) | | Add: Fair Value of Awards Granted and Vested in Current Year | 0 | 0 | 0 | 0 | 117,889 | | Add (Deduct): Change in Fair Value of awards Granted in Prior Years that Vested during Year | (750,539) | (94,751) | (313,378) | 1,370,622 | (57,671) | | Add (Deduct): Fair Value of Equity Awards Granted in Prior Years Forfeited in the Covered Year | 0 | 0 | 0 | 0 | 0 | | Total CAP | 4,962,333 | 2,805,553 | 2,045,247 | 8,378,208 | 1,013,573 |

  80. CEO Pay Ratio

    SEC rules require certain adjustments be made to the SCT 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.

  81. CEO Pay Ratio

    | Non-PEO NEO Adjustments | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 1,159,212 | 871,001 | 960,656 | 1,928,708 | 901,166 | | Add (Deduct): Fair Value of Equity Awards Included in Summary Compensation Table | (588,849) | (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 | 534,594 | 279,392 | 233,668 | 2,328,053 | 117,823 | | Add (Deduct): Change in Fair Value of Awards Granted in Prior Years and Outstanding and Unvested at Year-End | 15,740 | (16,450) | (439,833) | 159,560 | (198,907) | | Add: Fair Value of Awards Granted and Vested in Current Year | 0 | 0 | 0 | 0 | 58,370 | | Add (Deduct): Change in Fair Value of awards Granted in Prior Years that Vested during Year | (120,593) | (13,279) | (99,945) | 392,046 | (9,389) | | Add (Deduct): Fair Value of Equity Awards Granted in Prior Years Forfeited in the Covered Year | 0 | 46,913 | 0 | 0 | 0 | | Total CAP | 1,000,104 | 721,022 | 249,561 | 3,506,689 | 621,579 |

  82. CEO Pay Ratio

    (3) 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 2024 Form 10-K. (5) Adjusted ROATCE is a Non-GAAP financial measure. See reconciliation in Appendix A..

  83. 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.

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

    | | The Company’s Audit Committee has approved the engagement of Crowe LLP to be its independent registered public accounting firm for the year ending December 31, 2025, subject to the ratification of the engagement by the Company’s stockholders. We are asking stockholders to ratify the Audit Committee’s engagement of Crowe LLP for the year ending December 31, 2025. |

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

    | | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF CROWE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2025. |

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

    The Company’s Audit Committee has direct responsibility over: • The appointment, compensation, and oversight of the work of our independent registered public accountants engaged to prepare an audit report or to perform other audit, review or attestation services for us. • Approving all audit engagement fees and terms and all non-audit engagements of the independent registered public accountants. • Annually evaluating Crowe LLP, including its qualifications and independence, and replacing Crowe LLP as our independent registered public accountant, as appropriate. • Ensuring that the independent registered public accounting firm has a process in place to address the rotation of the lead audit partner and other audit partners serving the account as required under applicable auditor independence rules. Crowe LLP has served as our registered public accounting firm since 2008. As in prior years, the Audit Committee engaged in a review of Crowe LLP in connection with considering whether to recommend that stockholders ratify the selection of Crowe LLP as our independent auditor for 2025. In that review, the Audit Committee considered: • the continued independence of Crowe LLP; • Crowe LLP’s demonstrated understanding of the financial services industry in general and the Company’s business in particular; and • the professionalism of Crowe LLP’s team, including their exhibited professional skepticism, objectivity and integrity. To assist the Audit Committee with its review, management prepares an annual assessment of Crowe LLP that includes the results of a survey of management and Audit Committee members regarding Crowe LLP’s overall performance and Crowe LLP’s fees and services. In addition, Crowe LLP provides to, and reviews with, the Audit Committee an analysis of its independence, including the policies that Crowe LLP follows with respect to rotating key audit personnel so that there is a new partner-in-charge at least every five years. Even if the engagement of Crowe LLP is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interests of the Company and its stockholders. A representative of Crowe LLP is expected to attend the Annual Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions.