METROPOLITAN BANK HOLDING CORP (MCB)
Sector: Financials
2026 Annual Meeting Analysis
METROPOLITAN BANK HOLDING CORP · Meeting: April 29, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Four Directors to Serve on Our Board of Directors for a Three Year Term Ending at the 2029 Annual Meeting
MCB's 3-year total return of +103.2% outperforms both the company-disclosed peer group median (+36.5%) and QABA (the First Trust NASDAQ ABA Community Bank Index, +33.4%) by wide margins that do not trigger any underperformance threshold; Fabiano is an audit committee financial expert (CPA) with deep banking finance experience and no attendance, overboarding, or independence concerns.
No TSR underperformance trigger fires given MCB's strong +103.2% 3-year return well above both the peer median and QABA; Patent has relevant real estate and prior bank board experience and no attendance, overboarding, or independence concerns, though his tenure since 1999 makes him a long-tenured director whose experience is weighed alongside the board's overall refreshment efforts.
No TSR underperformance trigger fires given MCB's strong stock performance relative to both its peer group and QABA; Ramirez brings significant relevant experience on banking industry boards and in finance and economics, and no attendance, overboarding, or independence concerns are present.
No TSR underperformance trigger fires given MCB's strong outperformance versus the peer median and QABA over three years; Reinhardt has deep regulatory and banking expertise and no attendance, overboarding, or independence concerns, despite his long tenure since 2013.
All four nominees (Fabiano, Patent, Ramirez, Reinhardt) receive a FOR vote. MCB's 3-year price return of +103.2% outperforms the company-disclosed peer median by +66.7 percentage points and QABA — the First Trust NASDAQ ABA Community Bank Index — by +69.8 percentage points. Under the policy, the strong-positive TSR tier (>+20% absolute) requires a +65 percentage point gap versus the named peer group to trigger an AGAINST vote; the gap here is +66.7pp, which technically exceeds the 65pp threshold. However, MCB's 5-year return of +60.9% versus the peer 5-year median of +15.0% represents outperformance of +45.9pp — well below the 65pp threshold — meaning the 5-year mitigant applies and the vote is downgraded from AGAINST back to FOR for all four nominees. No overboarding, attendance, independence, or qualification concerns are present for any nominee.
Say on Pay
✓ FORCEO
Mark R. DeFazio
Total Comp
$4,784,685
Prior Support
<50%%
The 2025 Say-on-Pay vote failed to receive majority support — a significant drop from 91.4% support in the prior year — which would ordinarily trigger a NO vote under the policy if no visible changes were made. However, the company conducted extensive shareholder engagement (reaching out to holders of over 70% of shares, meeting with holders of ~47.5%), made substantive program changes for 2026 including extending the performance-based equity award measurement period from one year to three years, removing metric overlap between annual and long-term incentive plans, adding more quantifiable financial metrics (net interest income growth, loan growth, EPS growth), and enhancing disclosure — demonstrating a genuine, good-faith response to shareholder concerns. CEO pay of approximately $4.8 million is consistent with benchmarks for a CEO of a ~$999 million market cap community bank, the program is heavily performance-weighted (~79-80% at-risk), the company has a clawback policy, and MCB's stock outperformed both its peer group and QABA — the First Trust NASDAQ ABA Community Bank Index — over one, three, and five years, supporting pay-for-performance alignment.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text does not include a complete fee table with specific audit and non-audit fee dollar amounts accessible in the provided text, so the non-audit fee ratio trigger cannot be confirmed; auditor tenure is not disclosed in the provided filing text, so the tenure trigger cannot fire per policy. With no confirmed triggers and Crowe LLP being a large national firm appropriate for a company of MCB's approximately $999 million market cap, the default FOR vote applies.
Overall Assessment
MCB's 2026 annual ballot presents four straightforward votes: all four director nominees receive FOR votes supported by MCB's strong outperformance versus both its named peer group and the QABA — First Trust NASDAQ ABA Community Bank Index — community bank benchmark over three and five years; auditor Crowe LLP is ratified without confirmed fee or tenure concerns; and the Say-on-Pay receives a FOR vote because, while the 2025 vote failed to achieve majority support, the company made substantive and credible program changes in direct response to shareholder feedback, including extending performance periods and introducing more rigorous financial metrics for 2026. The ESPP approval is a routine employee benefit plan not yet covered by the voting policy.
Compensation Peer Group
9 companies disclosed in 2026 proxy filing