DEF 14A of MetroCity Bankshares, Inc.
Filed Apr 12, 2024 · FY20230001747068-24-000014
What vote is required to elect a nominee for director to the board of directors?
What vote is required to elect a nominee for director to the board of directors? In the election of directors, if a quorum is present, directors are elected by a plurality of the votes cast at the annual meeting. This means that the candidates receiving the highest number of “FOR” votes will be elected. For purposes of the election of directors, failures to vote, abstentions, and broker non-votes will have no effect on the result of the vote. What vote is required to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024? The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 will require the affirmative vote of the holders of a majority of the shares represented at the annual meeting and entitled to vote on Proposal 2. For purposes of the ratification of the appointment of Crowe LLP, failures to vote, abstentions, and broker non-votes will have the effect of a vote against the proposal.
PROPOSAL 1. ELECTION OF DIRECTORS
PROPOSAL 1. ELECTION OF DIRECTORS Pursuant to the Company’s articles and bylaws, our board of directors is authorized to have not less than 5 members nor more than 25 members. The board is divided into three classes which are to be as nearly equal in number as possible. Our current board of directors consists of twelve members and are divided into three classes, with four members in Class I, four members in Class II, and four members in Class III. The directors in each class serve staggered terms of three years each. The exact number of directors may be fixed or changed from time to time within the range set forth in our bylaws by the shareholders by the affirmative vote of a majority of the issued and outstanding shares entitled to vote in an election of directors, or by the board of directors by the affirmative vote of a majority of all directors then in office. Our board of directors also serves as the board of directors of our wholly owned subsidiary, Metro City Bank. There are no arrangements or understandings between any of the directors and any other person pursuant to which he or she was selected as a director. Other than Mr. Frank Glover, who is the son-in-law of the Chairman of the board, Mr. Nack Y. Paek, no current director has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or with any of our executive officers. During the previous 10 years, no director, person nominated to become a director, or executive officer of the Company was the subject of any legal proceeding that is material to an evaluation of the ability or integrity of any such person. The following table sets forth certain information about our current directors, including their names, ages and year in which they began serving as a director of the Company (or the Bank prior to the Company’s formation in 2014).
PROPOSAL 1. ELECTION OF DIRECTORS
| Name | Age | Position | Director Since | Class | | Nack Y. Paek | 82 | Chairman of the Board and Chief Executive Officer of the Company and Executive Chairman of the Bank | 2006 | II | | Farid Tan | 66 | Director, President of the Company and Chief Executive Officer of the Bank | 2006 | III | | Howard Hwasaeng Kim | 67 | Director, Executive Vice President of the Company and Chief Lending Officer, Chief Operating Officer, and President of the Bank | 2017 | I | | Frank Glover | 45 | Director | 2022 | II | | William J. Hungeling | 53 | Director | 2020 | II | | Francis Lai | 69 | Director | 2010 | II | | Don T.P. Leung | 66 | Director | 2006 | III | | Feiying Lu | 60 | Director | 2006 | I | | Young Park | 76 | Director | 2006 | III | | Ajit A. Patel | 59 | Director | 2006 | III | | Frank S. Rhee | 59 | Director | 2006 | I | | Sam Sang-Koo Shim | 81 | Director | 2006 | I |
CLASS III DIRECTOR NOMINEES FOR ELECTION AS DIRECTORS
CLASS III DIRECTOR NOMINEES FOR ELECTION AS DIRECTORS Set forth below is information about each of our director nominees, including his experience and qualifications, each of the positions and offices he holds with the Company, his term of office as a director, and all periods during which he has served as a director of the Company. The board of directors selected the director nominees based on the recommendation of the Nominating and Governance Committee. The Class III director nominees are each standing for re-election for a three-year term expiring in 2027. Farid Tan. Mr. Tan is the President of the Company and the Chief Executive Officer of the Bank, and has over 40 years of banking experience. Mr. Tan also served as the Chief Financial Officer of the Company and the Bank from July 2019 to October 2021. Mr. Tan joined the Executive Training Program for Bank Bumiputra Malaysia, a Malaysian bank owned by the Malaysian government, in 1981 where he served in a number of positions both in Malaysia and in New York, including Senior Account Officer, Senior Internal Audit Supervisor, and Senior Foreign Exchange Dealer. He was promoted to Assistant General Manager in 1993, a position that he held for six years before leaving in 1999 to become the Senior Credit Officer for Global Commerce Bank, a local community bank in Doraville, Georgia. He was President and Chief Executive Officer of Global Commerce Bank from 2002 to 2005 before leaving to become President and Chief Executive Officer of Metro City Bank, which opened in early 2006. Mr. Tan was educated at Polytechnic Ungku Omar, Malaysia where he received a diploma in accounting. Mr. Tan is currently serving as a member of the FDIC’s MDI Subcommittee of the Advisory Committee on Community Banking. Mr. Tan previously served as a member of CFPB’s Community Bank Advisory Council from September 2013 to April 2015 and as a member of the ICBA Minority Bank Council from April 2015 to April 2016. Mr. Tan was a member of the Association of Cambiste International (ACI) and the Financial Market Association, Malaysia and USA. Mr. Tan is fluent in Mandarin, Malay, and English. Mr. Tan provides the board his vast experience in community, regional and international banking that covers financial operations, audit, retail banking, mergers and acquisitions, loan syndication, foreign exchange trading, security investment, strategic planning and portfolio management. Additionaly, he provides an overall perspective of all facets of the Company’s business, financial condition and strategic direction. Don T.P. Leung. Mr. Leung is the Vice Chairman of our board and has served as a director since the inception of the Bank in 2006. Mr. Leung served as the Managing Member of Light Efficient Depot, LLC, an operator in energy efficient commercial lighting, from February 2012 to June 2015. Prior to his role with Light Efficient Depot, LLC, Mr. Leung established and managed an apparel company that developed private label apparel for 23 years. Mr. Leung graduated from University of Central Lancashire in United Kingdom with a degree in Marketing. Mr. Leung’s experience as managing member of Light Efficient Depot, LLC has given him leadership experience and business acumen that is beneficial to our board, especially as the Chairman of the Bank’s Credit Risk Management Committee. Ajit A. Patel. Mr. Patel is the Chairman of our Compensation Committee and has served as a board member since the founding of the Bank in 2006. Mr. Patel is the Managing Member of Amrit & Sons I, LLC and Relax Hospitality, LLC, positions he has held since 1999 and 2010, respectively, and he is also an owner and operator of two hotels in Pensacola, Florida. He currently serves on the Days Inn Advisory Council and was elected to their Board of Directors in 2017 and currently serves as the Board Chairman. He also served as a director and treasurer of Visit Pensacola, Inc. from 2014 to 2016. In addition, he worked as a financial consultant at the Ayco Company from 1993 to 1997. Mr. Patel was educated in London at the City University where he graduated with honors in Economics and Accountancy. He also received a Master’s Degree in Taxation from Georgia State University. Mr. Patel’s extensive experience as a managing member of two commercial real estate companies brings to our board strategic and operational depth and experience as well as valuable perspective in the hospitality industry. THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE THREE DIRECTOR NOMINEES LISTED ABOVE FOR ELECTION AS A DIRECTOR.
DIRECTORS CONTINUING IN OFFICE
DIRECTORS CONTINUING IN OFFICE Set forth below is information about each of our continuing directors, including his or her experience and qualifications, each of the positions and offices he or she holds with the Company, his or her term of office as a director, and all periods during which he or she has served as a director of the Company. Directors Whose Terms Expire in 2025 Howard Hwasaeng Kim. Mr. Kim has served as a director of the Bank and the Company since 2017. Mr. Kim is currently the Executive Vice President of the Company and President of the Bank. Mr. Kim also serves as Chief Lending Officer and Chief Operations Officer of both the Company and the Bank. In this role, he is responsible for leading and supervising the Bank’s lending department and the Bank’s deposit branches. Prior to his tenure at the Company, Mr. Kim worked at the Korea Development Bank, a wholly state-owned policy bank in South Korea, from 1980 to 1991, where he was responsible for the bank’s accounting, loans and foreign exchange transactions. During his time at Korea Development Bank, Mr. Kim also worked in the bank’s securities company for six years as the accounting manager and representative manager in the Amsterdam office. From 2000 to 2006, Mr. Kim worked as a loan officer and lending officers at various community banks in Georgia, until starting his position as the Chief Lending Officer of the Bank since Bank’s inception in 2006. Mr. Kim was appointed Executive Vice President and Chief Lending Officer of the Company in 2014, and President, Chief Lending Officer and Chief Operating Officer of the Bank in 2016. Mr. Kim graduated from the Hankook University of Foreign Studies with a Bachelor of Science Degree in Business Administration, completed from Seoul National University with KBD MBA and later earned his Master’s Degree in Business Administration from Georgia State University. Mr. Kim brings to our board strong leadership skills and a wide-ranging understanding of bank management from his thirty plus years of experience in banking, as well as valuable insights from the local business community. Feiying Lu. Ms. Lu has served as a board member since the founding of the Bank in 2006. Ms. Lu has served as an internal controller with Imaex Trading Company, a wholesale frozen foods distributor, since 1997. In this role, she is responsible for preparing monthly financial reports, reviewing and analyzing data for assuring achievement of the organization’s objectives in operational effectiveness and efficiency, and compliance matters. Ms. Lu received a Bachelor of Science Degree in Electronic Engineering from Shanghai University of Science and Technology. Ms. Lu’s experience as a controller and her relationship in the Chinese-American community provides our board with meaningful financial expertise and strengthens our ties to the Chinese-American community. Frank S. Rhee. Mr. Rhee has served as a board member since the founding of the Bank in 2006. Mr. Rhee currently owns a web design and online marketing company which he founded in 2013. Prior to founding his own business, Mr. Rhee served as the Financial Manager for Trends Menswear from 1993 to 2013. In this role, he was in charge of overseeing the preparation of financial statements, bank records and expert reports. He also previously worked as an Assistant Controller for Manufacturers Hanover Bank in New York from 1990 to 1993, and as a junior auditor for the accounting firm of Ernst & Young from 1987 to 1989. Mr. Rhee graduated from New York University with a Bachelor of Science degree in Accounting. Mr. Rhee’s experience as a financial manager and assistant controller brings to our board valuable expertise in finance and management. Sam Sang-Koo Shim. Mr. Shim has served as a board member since the founding of the Bank in 2006. Mr. Shim is a certified public accountant, certified valuation analyst, and a certified government finance manager who owns and is the President of SKS Consulting, Inc., a CPA consulting firm that he founded in 2002. Prior to founding SKS Consulting, Inc., Mr. Shim served in the Bureau of General Accounting for the State Government of Illinois for 23 years, where he retired as Chief of the Bureau of General Accounting. Mr. Shim graduated from the Business School of Seoul National University, Korea, and received a Master’s Degree in Business Administration from Northern Illinois University and an M.S. Degree in Business from the University of Wisconsin at Madison. Mr. Shim is active in the Illinois CPA Society and American Institute of CPA Society, and National Association of Certified Valuation Analysts. Mr. Shim’s experience as a CPA, certified valuation analyst and a certified government finance manager brings to our board over 25 years of experience in accounting and valuation, as well as experience in executive management. Directors Whose Terms Expire in 2026 Nack Y. Paek. Mr. Paek is a founder of the Bank, the Chairman of the board of directors and the Chief Executive Officer of the Company, and the Executive Chairman of the Bank. Prior to establishing the Bank in 2006, Mr. Paek was President of a successful SBA service provider, Government Loan Service Corporation, which specialized in originating and servicing SBA loans for banks from 1991 to 2006. Mr. Paek dissolved Government Loan Service Corporation in April 2006 in order to focus his full attention on the success of Metro City Bank. From 1980 to 1990, Mr. Paek was a sole owner of the local CPA firm of Nack Y. Paek, P.C., with its clientele being predominantly members of the Asian immigrant communities. In addition, Mr. Paek was a founding director of Summit Bank Corporation in 1987, where he served as Chairman of the board from 1992 to 1994 and also Chairman of the Audit Committee. Mr. Paek was also the internal audit director of Continental Insurance Companies in the Southern region of the U.S. from 1974 to 1980. From 2002 to 2016, Mr. Paek served as Chairman of the board of directors of the Center for Pan-Asian Community Services, Inc. (CPACS), the largest nonprofit community service organization geared to help Asian immigrants to settle and adjust in the Atlanta metropolitan area. In the early 1990’s, Mr. Paek also served as a member of U.S. Small Business Administration Advisory Council in Georgia. Mr. Paek obtained his Bachelor of Science Degree from College of Commerce, Seoul National University and a Master’s Degree in Business Administration from Northern Illinois University. Mr. Paek brings an extensive knowledge of our business and our markets gained from his long career leading the Bank and growing our franchise into what it is today. In addition, Mr. Paek provides our board with valuable strategic insight and business management skills gained over the course of his business career owning and leading numerous successful businesses.
DIRECTORS CONTINUING IN OFFICE
Frank Glover. Mr. Glover has served as a director of the Bank and the Company since January 2022. Mr. Glover currently serves as Chief Investment Officer of STG Investments, a family office based in Atlanta, Georgia. In this role, Mr. Glover is responsible for investments in both the public and private markets and other family office administration duties. Mr. Glover previously served as the Senior Director of Retirement Investments at Cox Enterprises, Inc. (“Cox”), a privately held global company headquartered in Atlanta, Georgia, from 2012 until the fourth quarter of 2022. In his role at Cox, Mr. Glover oversaw the Growth Fixed Income, Private Equity, and Real Estate investment portfolios of the pension plan. Mr. Glover also has prior related experience with Delta Air Lines and Seabury Group. Mr. Glover is a member of the board of directors of KIPP Metro Atlanta Schools. Mr. Glover, a CFA charterholder, received a Bachelor of Science degree from Davidson College and a Masters of Business Administration from the Kellogg School of Management at Northwestern University. Mr. Glover’s experience as an institutional investment specialist brings to the board valuable expertise in finance and investment management. William J. Hungeling. Mr. Hungeling is the Chairman of our Audit and Compliance Committee and has served as a board member since November 2020. Mr. Hungeling is a certified public accountant and managing shareholder of Hungeling CPA, PC, a public accounting firm located in metropolitan Atlanta. Mr. Hungeling has been with Hungeling CPA, PC since 1994 and has been the managing shareholder since 2015. Mr. Hungeling has been a member of the American Institute of Certified Public Accountants and Georgia Society of Certified Public Accountants for over 20 years. He has served as a board member of the Atlanta Conference of the St. Vincent de Paul Society and was a founding board member of the Old Fourth Ward Business Association and the Hope-Hill Elementary Foundation. Mr. Hungeling received a Bachelor of Arts degree from the University of Notre Dame and a Master’s Degree in Taxation from Georgia State University. Mr. Hungeling’s public accounting experience assisting his broad cross-section of business clients with maintaining GAAP-based financial statements and complying with ever-changing governmental regulations brings valuable experience to the Board. Francis Lai. Mr. Lai has served as a director of the Bank since 2010 and a director of the Company since the Company’s inception in 2014. Mr. Lai, a native of Malaysia, is currently the managing member of Goldfield Capital, LLC, an operator of commercial real estate ventures, a position he has held since 1996. Prior to 1984, Mr. Lai worked with Hock Hua Bank Berhad in Sabah, Malaysia and was a director of Summit Bank Corporation from 1984 to 2007. Mr. Lai previously served on the board of directors of the Chamblee Chamber of Commerce. Mr. Lai earned an Associate’s Degree in Arts from the University of the State of New York, and B.A. in Economics and M.B.A. degrees from Mercer University in Atlanta, Georgia. Mr. Lai’s commercial real estate background and his prior experience as a bank director provides the board with valuable experience and insight into commercial real estate trends.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation paid to our principal executive officer and our two other most highly compensated executive officers (our named executive officers, or NEOs) during our fiscal years ended December 31, 2023 and 2022.
Summary Compensation Table
| | | | | Non-Equity | | | | | | | Stock | Incentive Plan | All Other | | | | | Salary | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($)(1) | ($)(2) | ($)(3) | ($) | ($) | | Nack Y. Paek | 2023 | 455,000 | 1,028,058 | 705,000 | — | 2,188,058 | | Chief Executive Officer | 2022 | 425,000 | 1,001,019 | 850,000 | — | 2,276,019 | | Farid Tan | 2023 | 455,000 | 1,028,058 | 705,000 | — | 2,188,058 | | President | 2022 | 425,000 | 1,001,019 | 850,000 | — | 2,276,019 | | Howard Hwasaeng Kim | 2023 | 422,000 | 781,049 | 655,500 | — | 1,858,549 | | Executive Vice President, Chief Lending Officer and Chief Operating Officer | 2022 | 392,000 | 758,518 | 784,000 | — | 1,934,518 |
Summary Compensation Table
| (1) Reflects base salaries paid for the respective calendar year. |
Summary Compensation Table
| (2) Reflects the aggregate grant date fair value of restricted stock awards granted to the NEOs, based on the fair market value of our common stock on the grant date, calculated in accordance with FASB Topic 718. Additional details regarding the restricted stock awards granted in 2023 are included below. |
Summary Compensation Table
| (3) Reflects cash incentive awards earned by the NEOs pursuant to our Executive Incentive Bonus Plan for the respective calendar year. Additional details regarding our Executive Incentive Bonus Plan are included below. |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | Number of | Number of | | | | | | | Securities | Securities | | | Number of | Market Value | | | Underlying | Underlying | | | Shares or | of Shares or | | | Unexercised | Unexercised | Options | | Units of Stock | Units of Stock | | | Options | Options | Exercise | Option | That Have Not | That Have Not | | | Exercisable | Unexercisable | Price | Expiration | Vested | Vested | | Name | (#) | (#) | ($) | Date | (#) | ($)(4) | | Nack Y. Paek | 80,000 | — | 12.70 | 7/18/2028 | 5,228(1) | 125,577 | | | | | | | 24,643(2) | 591,925 | | | | | | | 46,929(3) | 1,127,235 | | Farid Tan | 80,000 | — | 12.70 | 7/18/2028 | 5,228(1) | 125,577 | | | | | | | 24,643(2) | 591,925 | | | | | | | 46,929(3) | 1,127,235 | | Howard Hwasaeng Kim | 80,000 | — | 12.70 | 7/18/2028 | 3,819(1) | 91,732 | | | | | | | 18,673(2) | 448,525 | | | | | | | 35,653(3) | 856,385 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) The restricted shares vest on June 1, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) The restricted shares vest fifty percent (50%) on June 1, 2024 and June 1, 2025. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) The restricted shares vest thirty-three percent (33.3%) on each of June 1, 2024, June 1, 2025, and June 1, 2026. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (4) Market value is based on the closing price of our common stock on December 29, 2023 ($24.02). |
2023 Compensation of Directors
2023 Compensation of Directors The following table sets forth information regarding 2023 compensation for each of our non-employee directors:
2023 Compensation of Directors
| | Fees Earned or | | | | | Paid in Cash | Stock Awards | Total | | Name | ($)(1) | ($)(2) | ($) | | Frank Glover | 63,700 | 22,000 | 85,700 | | William J. Hungeling | 74,400 | 22,000 | 96,400 | | Francis Lai | 74,483 | 22,000 | 96,483 | | Don T.P. Leung | 72,400 | 22,000 | 94,400 | | Feiying Lu | 63,000 | 22,000 | 85,000 | | Young Park | 63,000 | 22,000 | 85,000 | | Ajit A. Patel | 74,383 | 22,000 | 96,383 | | Frank S. Rhee | 71,000 | 22,000 | 93,000 | | Sam Sang-Koo Shim | 61,000 | 22,000 | 83,000 |
2023 Compensation of Directors
| (1) During 2023, we paid our non-employee directors a retainer of $2,750 per month. Each non-employee director also received an attendance fee of $2,750 per Board meeting. The Chair of the Audit Committee received additional compensation of $10,000 per year. The Chairs of the Compensation Committee, Nominating & Governance Committee, Credit Risk Committee and IT Steering Committee received additional compensation of $8,000 per year. Members of the Director’s Loan Committee were paid $400 per meeting. |
2023 Compensation of Directors
| (2) Reflects the aggregate grant date fair value of 1,339 shares of restricted stock granted to each non-employee director on June 1, 2023, based on the fair market value of our common stock on the grant date ($16.43), calculated in accordance with FASB Topic 718. The restricted shares vested 25% on the date of grant, and the remaining restricted shares will vest 25% on each of the first three anniversaries of the date of grant, subject to the board member’s continued service with us on each vesting date. |