METROCITY BANKSHARES INC (MCBS)
Sector: Financials
2026 Annual Meeting Analysis
METROCITY BANKSHARES INC · Meeting: May 21, 2026
Directors FOR
3
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors (Four Class II Directors and One New Class I Director)
Against Analysis
Mr. Paek is the father of director John Paek and father-in-law of director Frank Glover — two sitting board members — creating a concentration of family relationships at the top of the governance structure; additionally, the bank pays rent to a company he manages, and the TSR trigger does not apply given MCBS's strong 3-year return of +114.9% versus QABA's +73.7% (gap of +41.2pp, well below the 80pp threshold needed to trigger a vote against).
Mr. Glover is the son-in-law of CEO and Chairman Nack Y. Paek, which is a direct familial relationship to the most senior executive; the board itself does not classify him as independent for this reason, and our policy calls for a vote against directors with familial ties to senior management.
For Analysis
Mr. Hungeling is an independent director and CPA with over 30 years of accounting experience, qualifies as the audit committee financial expert, has served since 2020, and the company's 3-year return of +114.9% outperforms the QABA benchmark by +41.2pp — far below the 80pp threshold required to trigger an against vote.
Mr. Lai is an independent director with relevant commercial real estate and banking experience, has served since 2010, and the company's strong 3-year TSR of +114.9% versus QABA's +73.7% does not come close to triggering the 80pp underperformance threshold under our policy.
Mr. Shim joined the board in June 2025, which is less than 24 months ago, making him fully exempt from the TSR trigger under our policy; he brings software engineering and financial consulting experience that is relevant to the board's technology oversight needs.
Of the five nominees, we vote FOR three independent directors (Hungeling, Lai, Shim) and AGAINST two nominees — CEO/Chairman Nack Y. Paek and Frank Glover — due to their direct familial relationships with each other and with other sitting board members, which our policy treats as a governance concern independent of stock performance. The company's 3-year total shareholder return of +114.9% significantly outperforms the QABA community bank benchmark by +41.2pp, well below the 80pp threshold needed to trigger a TSR-based against vote for any nominee.
Say on Pay
✓ FORCEO
Nack Y. Paek
Total Comp
$2,563,611
Prior Support
N/A
The CEO's total compensation of $2,563,611 is reasonable for a community bank with approximately $1 billion in market cap, and the pay structure is heavily performance-oriented — roughly 80% of the CEO's pay consists of variable components (cash incentive and stock awards) tied to a clearly defined return on average equity target of 15%, which the company exceeded at 15.6% in 2025. The company's 3-year stock return of +114.9% substantially outperforms the QABA community bank benchmark by +41.2pp, meaning above-benchmark incentive pay is clearly justified by superior shareholder returns; the company also maintains a Nasdaq-compliant clawback policy and prohibits hedging by executives.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
N/A
Audit Fees
$810,186
Non-Audit Fees
$0
Crowe LLP received $810,186 in audit fees for 2025 with zero non-audit fees, meaning the non-audit fee ratio is 0% — far below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy, so no tenure trigger applies under our policy, and no material financial restatements were noted.
Actual Vote Results
Meeting held May 21, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| David Shim | 99.5% | 17.5M | 85,848 | ✓ Elected |
| Nack Y. Paek | 96.8% | 17.0M | 560,089 | ✓ Elected |
| William J. Hungeling | 96.8% | 17.0M | 544,001 | ✓ Elected |
| Frank Glover | 96.6% | 16.9M | 579,874 | ✓ Elected |
| Francis Lai | 84.7% | 14.9M | 2.7M | ✓ Elected |
Auditor Ratification
For 20.3M · Against 16,551 · Abstain 22,912
Overall Assessment
The 2026 MetroCity Bankshares annual meeting features two standard proposals: director elections and auditor ratification; there is no separate say-on-pay vote on the ballot, though executive compensation disclosures are reviewed above for context. We vote FOR the three independent director nominees and FOR the auditor, but AGAINST CEO Nack Y. Paek and director Frank Glover due to their intertwined family relationships at the board level, which raise governance concerns regardless of the company's otherwise strong financial and stock performance.