UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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METROPOLITAN BANK HOLDING CORP.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14-6(i)(1) and 0-11.

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Letter from Our Chief Executive Officer

Dear Stockholder:

On behalf of our Board of Directors, we cordially invite you to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Metropolitan Bank Holding Corp. (the “Company”). The Annual Meeting will be held on Wednesday, April 29, 2026 at 9:00 a.m., Eastern Time. We are holding our Annual Meeting in a virtual meeting format once again this year to ensure expanded access, improved communication and cost savings for our stockholders. Your attendance at the Annual Meeting is important to us, and we have provided detailed instructions for voting your shares, virtually attending and participating at the Annual Meeting starting on page 90 of this proxy statement (this “Proxy Statement”).

The enclosed Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted at the Annual Meeting. The Company’s Annual Report to Stockholders, which contains detailed information concerning our business activities and operating performance, is also enclosed for your review. We encourage you to read both this Proxy Statement and the Annual Report carefully prior to voting your shares and attending the annual meeting. With our unique position as a mid-sized commercial bank head-quartered in New York City, we see a great deal of potential to drive long-term value for our stockholders. The Board of Directors is regularly engaged with our management team to advise and challenge them toward better outcomes for you, our valued stockholder.

You will be asked to vote on the following items at the Annual Meeting:

1.

the election of four directors;

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2.

a non-binding advisory proposal to approve the compensation of our Named Executive Officers for 2025 (the “Say-on-Pay” proposal);

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3.

the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December 31, 2026; and

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4.

the approval of the Company’s 2026 Employee Stock Purchase Plan (the “ESPP”).

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The Board of Directors unanimously recommends a vote “FOR” each of the director nominees, approval of the Say-on-Pay proposal, the ratification of our independent registered public accounting firm, and the approval of the ESPP.

Your vote is important to us, whether or not you plan to virtually attend the Annual Meeting. Please vote your shares through any of the acceptable means described in this Proxy Statement as promptly as possible.

We thank you for your investment in the Company and look forward to convening with you on April 29th.

 

Notice of Annual Meeting of Stockholders
To Be Held on April 29, 2026

Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of Metropolitan Bank Holding Corp. (the “Company”) will be:

 

​	Agenda for the Annual Meeting				​	​	Board Recommendation				​
​	1.	​	​	Election of four directors to serve on our Board of Directors (the “Board” or “Board of Directors”) for a three year term ending at the 2029 Annual Meeting;	​	​		​	​	FOR each director nominee	​
​	2.	​	​	Approval of a non-binding advisory vote regarding the 2025 compensation of our Named Executive Officers, as disclosed in the Proxy Statement (“Say-on-Pay” vote);	​	​		​	​	FOR	​
​	3.	​	​	Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026;	​	​		​	​	FOR	​
​	4.	​	​	Approval of 2026 Employee Stock Purchase Plan; and	​	​		​	​	FOR	​
​	5.	​	​	Such other matters as may properly come before the Company at the Annual Meeting, or any adjournments thereof. At this time, the Board is not aware of any other business to come before the Company at the Annual Meeting.	​	​	​	​	​	​	​

​	YOUR VOTE IS IMPORTANT. PLEASE VOTE AS SOON AS POSSIBLE BY:							​
​		​	​	INTERNET	​	​	Go to www.investorvote.com/MCB	​
​		​	​	PHONE	​	​	Call toll-free 1 (800) 652-VOTE (8683)	​
​		​	​	MAIL	​	​	Complete, sign, date and return your proxy card in the postage-paid envelope	​
​		​	​	ATTEND THE MEETING	​	​	Attend virtually and vote online during the meeting	​

​	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING	​
​	The Proxy Statement, Proxy Card and Annual Report are available at www.edocumentview.com/MCB	​

 

Table of Contents

​	1​	​	​	​	Proposal 1 — Election of Directors​	​
​	1	​	​	​	Background	​
​	2	​	​	​	Director Nominees and Continuing Directors	​
​	8​	​	​	​	Corporate Governance Information​	​
​	8	​	​	​	Director Skills and Qualifications	​
​	9	​	​	​	Corporate Governance Practices	​
​	17	​	​	​	Board Structure and Leadership	​
​	18	​	​	​	Board’s Role in Risk Oversight	​
​	23	​	​	​	Board Meetings and Committee Information	​
​	27	​	​	​	Director Compensation	​
​	30​	​	​	​	Executive Officers Who Are Not Directors​	​
​	32​	​	​	​	Proposal 2 — Advisory Vote on Named Executive Officer Compensation​	​
​	33​	​	​	​	Compensation Discussion and Analysis​	​
​	33	​	​	​	Executive Summary	​
​	36	​	​	​	2025 Financial and Strategic Highlights Informing Compensation Outcomes	​
​	39	​	​	​	Compensation Philosophy	​
​	41	​	​	​	Stockholder Engagement Program	​
​	41	​	​	​	‘Say-on-Pay’ Results at the 2025 Annual Meeting	​
​	46	​	​	​	Pay Program and 2025 Compensation Overview	​
​	55	​	​	​	2025 Incentive Compensation Determinations	​
​	61	​	​	​	2026 Compensation Program Adjustments	​
​	64	​	​	​	Additional Compensation Elements	​
​	64	​	​	​	Compensation Determination Process	​
​	65	​	​	​	Other Compensation Considerations	​
​	68	​	​	​	Compensation Committee Report	​
​	69​	​	​	​	Compensation Matters​	​
​	69	​	​	​	Summary Compensation Table	​
​	72	​	​	​	Grant of Plan-Based Awards	​
​	73	​	​	​	Outstanding Equity Awards at Fiscal Year-End	​
​	74	​	​	​	Option Exercises and Stock Vested Table	​
​	74	​	​	​	Securities Authorized for Issuance under Equity Compensation Plans	​
​	74	​	​	​	Pension Benefits	​
​	74	​	​	​	Nonqualified Deferred Compensation	​
​	75	​	​	​	Potential Payments Upon Termination or Change-in-Control	​

​	77​	​	​	​	CEO Pay Ratio​	​
​	78​	​	​	​	Pay Versus Performance​	​
​	79	​	​	​	Tabular List of Financial Performance Measures	​
​	80	​	​	​	Analysis of the Information Presented in the Pay Versus Performance Table	​
​	81​	​	​	​	Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm	​
​	82	​	​	​	Audit Fees, Audit Related Fees, Tax Fees and All Other Fees	​
​	82	​	​	​	Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm	​
​	83	​	​	​	Audit Committee Report	​
​	84	​	​	​	Proposal 4 — Approval of the Employee Stock Purchase Plan​	​
​	84	​	​	​	Purpose of the ESPP	​
​	84	​	​	​	Description of the ESPP	​
​	86	​	​	​	Federal Income Tax Consequences of the ESPP	​
​	88​	​	​	​	Stock Ownership​	​
​	89	​	​	​	Delinquent Section 16(a) Reports	​
​	90​	​	​	​	General Information about the Annual Meeting​	​
​	90	​	​	​	Annual Meeting Q&A	​
​	94	​	​	​	Stockholder Proposals	​
​	95	​	​	​	Other Matters	​
​	95	​	​	​	Householding	​
​	95	​	​	​	Miscellaneous	​
​	A-1	​	​	​	Appendix A: Non-GAAP Reconciliations​	​
​	B-1	​	​	​	Appendix B: Metropolitan Bank Holding Corp. 2026 Employee Stock Purchase Plan	​

 

Proposal 1 — Election of Directors

Background

The Company’s Board is currently comprised of twelve members. The directors are divided into three classes, equal in number, with one class of directors elected annually. The Company’s directors are generally elected to serve for a three year period or until their respective successors have been elected and qualified.

Four directors have been nominated for election at the Annual Meeting:

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The four director nominees currently sit on our Board and are standing for re-election. The nominees also serve on the board of directors of the Company’s wholly-owned operating subsidiary, Metropolitan Commercial Bank (the “Bank”).

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Each of the director nominees is independent as defined in the listing standards of the New York Stock Exchange (“NYSE”) and the Board has determined that the nominees are able to devote the necessary time and effort for Company matters.

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The Board and its CG&N Committee have concluded that each of the nominees should be recommended for re-election as a director after considering, among other factors, each nominee’s:

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(i)

experience, skills and contributions that such incumbent nominee brings to the Board and the committees on which such nominee serves,

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(ii)

attendance and performance at Board and committee meetings, and

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(iii)

length of service on the Board.

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1   Metropolitan Bank Holding Corp. | 2026 Proxy Statement

Proposal 1 — Election of Directors​

Each director nominee abstained from the Board and CG&N Committee determination regarding his or her respective nomination for re-election. Additional information regarding the Board’s director nomination process begins on page 10 of this Proxy Statement.

•

The nominees have skills, expertise and experience in a wide range of areas, including:

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Information about each director’s professional experience, skills, expertise and contributions, including for the director nominees, is provided starting on page 8 of this Proxy Statement.

The Company has maintained a classified board since its formation in 1999. Additional detail regarding the Board’s evaluation of the classified board structure is available in the “Board Structure and Leadership” section on page 17 of this Proxy Statement.

The proxies solicited on behalf of the Board (other than proxies in which the vote is withheld as to any nominee) will be voted at the Annual Meeting to elect the proposed nominees. If a nominee is unable to serve, the shares represented by such proxies will be voted to elect such substitute as the Board may determine. The Board is unaware of any reason that a nominee named in this Proxy Statement would be unable to serve, if elected.

Director Nominees and Continuing Directors

NOMINEES WITH TERMS ENDING IN 2026

 

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Proposal 1 — Election of Directors

 

3   Metropolitan Bank Holding Corp. | 2026 Proxy Statement

Proposal 1 — Election of Directors​

CONTINUING DIRECTORS WITH TERMS ENDING IN 2027

 

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Proposal 1 — Election of Directors

CONTINUING DIRECTORS WITH TERMS ENDING IN 2028

 

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Proposal 1 — Election of Directors​

 

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Proposal 1 — Election of Directors

 

7   Metropolitan Bank Holding Corp. | 2026 Proxy Statement

Corporate Governance Information

Director Skills and Qualifications

The Board believes that the nominees for re-election meet the criteria discussed in more detail in the “Director Nomination Process” section starting on page 10 of this Proxy Statement. The Board considers each director, including the directors that are not nominated for election, as capable of effectively and thoughtfully overseeing the Company’s management and contributing to the breadth and depth of experience of the Board overall.

The CG&N Committee is responsible for periodically evaluating the composition of the Board as a whole to support the Board’s overall succession planning efforts, and ensure that the Board and each of its standing committees include directors with the requisite expertise and experience to fulfill their duties and responsibilities. The table below highlights skills and experience categories considered by the CG&N Committee and the Board as relevant to advancing the Board’s role and responsibilities, and are considered by the CG&N Committee in a general manner in its process of identifying and reviewing director candidates and director nominees.

This matrix does not encompass all of the knowledge, skills, or experiences of our directors, and the fact that a particular skill is not listed does not mean that a director does not possess the skill. In addition, a director’s lack of a particular knowledge, skill, or experience with respect to a certain area does not mean the director is unable to contribute to the decision-making process in that area. The degree and type of knowledge, skills, and experience listed above may vary among directors.

A component of the Board’s consideration of director qualifications is its desire to foster a diverse array of viewpoints, professional experience, tenure, education, backgrounds and skills in the boardroom. Additional demographic information on our directors is provided below.

 

Metropolitan Bank Holding Corp. | 2026 Proxy Statement   8

Corporate Governance Information

Corporate Governance Practices

The Company has developed a corporate governance framework that underpins the strength and resiliency of our business. The governance framework is designed to benefit our stockholders and other stakeholders, including clients, employees and the communities in which we operate. Fundamental to this framework is an independent and engaged Board that has adopted and oversees the development of key governance practices for the Company. Recent developments within our governance framework are described below, and each of the Company’s key governance practices are discussed in more detail throughout this section.

CORPORATE GOVERNANCE DEVELOPMENTS

Our Board has a well-established focus on long-term business strategy and resiliency, corporate culture and performance. The Board was positioned to oversee and guide the company through a dynamic market and regulatory landscape in 2025. The Board maintained an acute focus on developments in the macroeconomic environment and the financial services sector and the Company’s loan portfolio quality and performance, along with its consistent engagement with financial, operational, strategic and business-related topics. Moreover, throughout 2025, the Board had regular and open dialogue with management regarding its direction and action on key business initiatives, such as the Bank’s Modern Banking in Motion information technology and digital transformation project, the roll out of the Company’s integration of artificial intelligence across the enterprise, balance sheet strategy and capital planning, including the commencement of a quarterly common stock dividend and initiation of a share repurchase program, as well as risk management and compliance practices and programs.

Beyond the Board’s comprehensive meeting schedule and agenda, the Board directed and administered a number of key governance enhancements in recent years, including:

•

Board and Committee Structure — In 2025, the Board continued its sharp focus on modifying the structure of the Board and its standing committees to improve the Board’s overall effectiveness and to strengthen the Company’s risk management programs. Accordingly, the Board approved the reclassification of the Credit Committee and the Asset Recovery Group (“ARG”) Committee from committees of the board of directors of the Bank to management-level risk management committees. This development followed the Board’s work in 2024 to comprehensively enhance the structure of its standing committees and management committees. The Board believes these adjustments will position the Company for continued and responsible growth. A discussion of the Board’s role in risk oversight, including a specific description of the changes to the board and management committee framework, can be found under the “Board’s Role in Risk Oversight” section starting on page 18 of this Proxy Statement.

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•

Stockholder Engagement — The Company expanded its stockholder engagement efforts with the aim of developing stronger relationships with our investors and to collect feedback to better understand their views regarding our governance and executive compensation practices. In 2025, we reached out to investors both in advance of and following last year’s Annual Meeting. Our most recent round of engagement consisted of outreach to stockholders representing over 70% of our then-outstanding shares of common stock. As a result of this outreach, four of our directors held meetings with institutional investors representing approximately 47.5% of our then-outstanding shares, which resulted in enhanced dialogue about governance issues and executive compensation matters with our top shareholders. A discussion of our comprehensive investor outreach efforts and adjustments that we made in response to our stockholders’ feedback can be found in the “Compensation Discussion & Analysis” section starting on page 33 of this Proxy Statement.

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Corporate Governance Information​

•

Director Stock Ownership Requirement and Executive Compensation Clawback Policy — The Board, on recommendation from the CG&N Committee, revised the stock ownership guidelines for non-management directors to increase the threshold ownership requirement. The Board believes this development reflects the Board’s commitment to the responsible growth trajectory of the Company and further aligns the directors’ interests with those of the Company’s stockholders. Similarly, the Compensation Committee adopted revisions to the Company’s clawback policy to broaden the scope of misconduct for which the Company can recoup awarded incentive compensation. The Compensation Committee’s decision to revise the policy was based in part on its review of the feedback provided by investors.

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•

Succession Planning — The Board approved, on recommendation from the CG&N Committee, revisions to the Corporate Governance Guidelines to contemplate the appointment of a Vice Chair of the Board if the Board deems it necessary and desirable to facilitate its succession planning efforts. The CG&N Committee also continued to enhance its succession planning process, including in connection with Board and committee leadership and management succession.

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•

Board Self-Evaluation Exercise — The Board continued its self-evaluation process to assist with, among other matters, generating more helpful information for the Board to use when making decisions, as well as helping provide a multi-year perspective on Board performance.

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•

Education and Onboarding — The CG&N Committee continued to enhance the new director onboarding process and director education program to help ensure that directors are provided with timely training and development opportunities on key topics and in a variety of formats. For example, the CG&N Committee and senior management worked with a professional services firm to develop a curriculum of in-boardroom education sessions led by experts in the applicable fields. Directors are provided with a catalogue of continuing education programs covering a range of topics delivered through external providers.

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Our governance framework continues to evolve based on the needs of the Company and the Board to help ensure that the Board remains well positioned to oversee the Company’s strategy and operations and to guide management in the pursuit of sustainable, long-term business growth. Moreover, we are committed to advancing our governance practices with reference to peer practices and industry standards. The key pillars of the Company’s governance framework are described in more detail below.

DIRECTOR NOMINATION PROCESS

The CG&N Committee has primary responsibility for developing the criteria for the selection of individuals to be considered for appointment, election or re-election to the Board; leading searches for qualified director candidates; and recommending to the Board the director nominees for election at the Annual Meeting who meet such criteria. In furtherance of these responsibilities, the CG&N Committee periodically evaluates the composition of the Board as a whole, to support the Board’s overall succession planning efforts, and to ensure that the Board and each of its standing committees includes directors with the requisite expertise and experience to fulfill its duties and responsibilities. In addition to its consideration of directors’ skills and experience, including the skills categories highlighted in the “Director Skills” section and corresponding table above, the CG&N Committee’s evaluation of Board composition takes into account:

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the results of the Board’s self-evaluation process,

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•

the total mix of experience, expertise and backgrounds on the Board,

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•

the Board’s independence and balance of management and non-management directors, and

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•

succession planning.

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The CG&N Committee’s director nomination and succession planning efforts have supported steady refreshment on the Board since the Company’s initial public offering, including the addition of three new directors in the last six years.

Nomination of Incumbent Directors

In addition to the CG&N Committee’s periodic assessment of the Board’s composition overall, the CG&N Committee will re-evaluate each director at the end of their then-current term, prior to such director’s re-nomination for election to the Board. This evaluation is conducted with a particular focus on balancing experience and institutional knowledge with the benefits of refreshment, including introducing new viewpoints and perspectives to the boardroom.

Generally, incumbent directors with skills and experience that are relevant to the Company’s business and who are willing to continue in service are considered for re-nomination. The CG&N Committee reviews such directors in light of their:

•

attendance and performance at Board and committee meetings;

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Metropolitan Bank Holding Corp. | 2026 Proxy Statement   10

Corporate Governance Information

•

length of service on the Board and, to the extent relevant, applicable committees of the Board;

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•

experience, skills and contributions brought to the Board and applicable committees of the Board; and

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•

independence.

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To facilitate the CG&N Committee’s assessment of an incumbent director’s suitability for re-nomination, the committee reviews the director’s service on outside boards and other affiliations (to assess the presence of actual or perceived conflicts of interest, and currency of industry expertise). Our Corporate Governance Guidelines direct the CG&N Committee to consider, among other factors, the number of other public company boards on which a director serves. It is the Board’s policy that membership on the board of more than three other public companies would be inappropriate for a director of the Company and requires that directors receive Board approval before accepting a nomination for election as a director of more than three public companies in addition to their service on the Company’s Board. No director may serve on the board of another financial institution or its holding company. In addition, a director may not serve on any public company’s board unless such service is approved by the CG&N Committee (and does not otherwise violate applicable banking regulations). The Chair of the CG&N Committee is required to consult with the Chair of the Board, the CEO and the Company’s General Counsel prior to the CG&N Committee’s determination regarding a director’s service on another public company’s board.

The Corporate Governance Guidelines specifically outline a director’s obligation to advise the Chair of the Board in advance of accepting an invitation to serve on the board of another company or making any other significant commitment to any business or governmental body beyond the primary occupations in which they were engaged at the time of their most recent election to the Board. The CG&N Committee has reviewed compliance with the foregoing policies regarding outside board service and commitments, and all of the incumbent directors, including the director nominees, are in compliance.

Furthermore, the Corporate Governance Guidelines contain a retirement policy that permits the CG&N Committee and the Board to nominate a director for re-election who will be over the age of 75 at the time of their election if, after considering the criteria for selecting director nominees as described in this section and the capacity of such person to continue to make meaningful contributions to the Board, and the needs of the Company, the Board determines, on the recommendation of the CG&N Committee, that such nomination is in the best interest of the Company. As specified in the Bylaws, the retirement policy does not apply to directors who were serving on the Board prior to the Company’s initial public offering.

Criteria Applicable to All Director Candidates

Apart from its review of incumbent directors, the CG&N Committee uses the following Board approved criteria in identifying and selecting candidates for nomination as a director (or to fill a vacancy on the Board):

•

Contribution to the Board — The extent to which the candidate would contribute to the range of talent, skill and expertise appropriate for the Board;

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•

Experience — The candidate’s relevant financial, regulatory, technology, and business experience and skills, including the candidate’s knowledge of the banking and financial services industries, familiarity with the Company’s markets, major product offerings, technology systems and information security program and the operations of public companies generally, and ability to read and understand financial statements;

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•

Integrity — The candidate’s personal and professional integrity, honesty and reputation;

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•

Dedication to stockholder interests — The candidate’s representation of the best long-term interests of the Company and its stockholders;

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•

Independence — Any material relationships between a candidate and the Company and the Bank (including those set forth in NYSE listing rules) that might impact objectivity and independence of thought and judgment, as well as the candidate’s ability to serve on any committees of the Board that are subject to additional independence requirements;

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•

Diverse skill sets — The CG&N Committee considers how the experience and skill set of each director candidate and/or nominee complements those of fellow director nominees to create a balanced Board with diverse viewpoints and areas of expertise; and

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•

Additional factors — The current size of the Board, the number of independent directors and the need for Audit Committee expertise.

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The CG&N Committee reviews these criteria annually and makes recommendations to the Board regarding any changes, as needed. If any member of the Board does not wish to continue to serve on the Board, if the CG&N Committee or the Board

 

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Corporate Governance Information​

decides not to re-nominate a member for re-election, or if the size of the Board is increased, the CG&N Committee would solicit suggestions for director candidates from all Board members and may consider candidates submitted by stockholders. In addition, the CG&N Committee is authorized by its charter to engage a third party to assist in the identification of director nominees.

Taken together, the Board views the foregoing criteria and policies as appropriate for balancing the benefits to the Company from directors’ experience, the need for fresh perspectives and the significant time commitment that engaged board service entails. On the basis of this review, the Board and the CG&N Committee have concluded that each of our incumbent directors are qualified to continue serving on the Board, and that the directors whose terms expire at the Annual Meeting should be re-nominated for election to the Board.

CORPORATE GOVERNANCE GUIDELINES AND CODE OF ETHICS

Our Board has adopted Corporate Governance Guidelines covering, among other things:

•

the duties and responsibilities and independence of our directors,

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•

the Board’s role in overseeing executive compensation,

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•

the role of our independent Chair or lead director (as applicable), and

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•

the process for reviewing and establishing the Board committee structure and committee assignments.

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The CG&N Committee reviews the Corporate Governance Guidelines at least annually and makes recommendations regarding modifications to the Board for consideration. As discussed above, in connection with its continuous review and benchmarking of the Company’s governance documents and practices, the CG&N Committee recommended, and the Board approved, recent changes to the Corporate Governance Guidelines regarding (i) the Board’s retirement policy, (ii) the appointment of a Vice Chair of the Board, as needed and (iii) an increase to the director stock ownership requirement.

The Board believes that our culture is fundamental to the conduct of the Company’s business and the creation of a high-performance environment, and is necessary for effective risk management and for eliciting investor trust. In furtherance of the Board’s oversight of the Company’s culture, the Board has adopted a code of ethics (the “Code of Ethics”) which provides a framework that sets high standards of professional conduct for the Company, the directors and our personnel. Our Board is responsible for setting the ‘tone from the top’ and expects all directors, as well as officers and employees of the Company, to conduct themselves in a manner consistent with the Code of Ethics. The Code of Ethics applies to all of our directors, officers and employees, including the principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. Each of our directors and employees certifies as to their compliance with the Code of Ethics and certain other applicable compliance policies on an annual basis. The Audit Committee is responsible for reviewing the Code of Ethics periodically and recommending changes to the Board as needed.

The Corporate Governance Guidelines and Code of Ethics are each posted on the “Governance — Governance Documents” section of the “Investor Relations” page of Metropolitan Commercial Bank’s website, www.mcbankny.com. The Code of Ethics is also available upon written request to:

Our Board reviews and must approve any amendments to or waivers from the Code of Ethics. We intend to disclose any amendment to, or waivers from, our Code of Ethics for the benefit of our executive officers by posting such information on our website and as otherwise required by applicable law.

BOARD OVERSIGHT OF STRATEGY

The Board oversees the formulation and implementation of the Company’s strategic initiatives and, in addition to its regular review of the budget and annual operating plan, the Board is responsible for reviewing and approving the Company’s long-term strategic plan on an annual basis. The Board receives periodic updates from management regarding progress on strategic initiatives, and these strategic plan updates occur in addition to regular presentations and updates from the CEO and senior management regarding the Company’s overall strategic direction, business opportunities, priorities and performance, as well as updates on the implementation of this strategic plan across the Company’s businesses and functions. These management

 

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Corporate Governance Information

presentations are the foundation of active dialogue with, and feedback from, the Board about the strategic risks and opportunities facing the Company and its businesses.

In 2025, the Board approved strategic plan contained four key strategic pillars:

A discussion of how these strategic pillars inform the compensation outcomes for our executive officers is covered in the Compensation Analysis and Discussion section of this Proxy Statement.

SUCCESSION PLANNING

Succession planning is a core component of our governance framework and an important area of emphasis for the Board. The Board is actively engaged in succession planning through oversight of both management succession and director succession. The Board’s approach is designed to ensure that leadership transitions occur in a structured and deliberate manner, are informed by ongoing assessments and are aligned with the Company’s strategic objectives.

EVALUATION OF BOARD AND COMMITTEE EFFECTIVENESS

Each year, our Board and each standing committee engage in a thorough self-evaluation process in accordance with the Company’s Corporate Governance Guidelines and each of the Board’s committee charters. This annual exercise, which is overseen by the CG&N Committee, is a multi-stage process designed to gather valuable insights on Board effectiveness and foster continuous improvement in director performance and our governance practices. The CG&N Committee has overseen several adjustments to the process that are aimed at enhancing the comprehensiveness of the exercise and overall

 

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Corporate Governance Information​

engagement among directors. The Board engaged a third-party facilitator to compile questionnaire responses and prepare reports on the results of the evaluation exercise, with a focus on:

•

comparing responses to prior year results,

​

•

highlighting areas for improvement, and

​

•

suggesting practices and enhancements for improving the Board’s effectiveness and performance.

​

As discussed in the “Board’s Role in Risk Oversight” section on page 18 of this Proxy Statement, the Board modified its committee structure in 2024 to, among other things, establish the Risk Committee. To ensure appropriate and timely monitoring of the effectiveness of this new committee, the CG&N Committee and the Board adopted an interim evaluation specifically for the Risk Committee in the first half of 2025. This exercise was designed to provide the new committee members an opportunity to reflect on the effectiveness and efficiency of the Risk Committee’s emerging processes and structure, and to ensure that any preliminary findings and areas for improvement can be addressed in a timely manner. Following this interim exercise, the Risk Committee evaluation was included as part of the annual process and conducted at the same time as each of the other standing committees.

Key Elements of the Board Self-Assessment Process

 

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Corporate Governance Information

DIRECTOR ORIENTATION AND CONTINUING EDUCATION

As part of ongoing efforts to support Board and individual director’s effectiveness and performance, the CG&N Committee designed a director continuing education and training program covering key topics in the areas of banking, risk management, regulation and compliance, information technology and cybersecurity, as well as emerging strategic and business developments such as artificial intelligence. The director’s education program is primarily conducted through in-boardroom sessions, generally led by executive management or outside experts or advisors. In addition, directors are provided opportunities through externally facilitated forums such as self-directed online modules and trainings, live programming and supplemental materials. These sessions and materials are tailored to both bank-specific and industry-wide developments. This multi-layered approach to continuing education, training and development supports the Board’s effectiveness and supports directors’ ability to guide the Company through an ever-evolving business environment. The curriculum is designed to keep the directors up-to-date on regulatory and industry developments. In a particularly dynamic market and regulatory landscape, the Board developed a comprehensive education and training program for its directors throughout 2025. As highlighted below, the educational and training sessions covered, among other things:

•

Banking industry and policy developments and outlook;

​

•

Commercial lending trends;

​

•

Bank-specific accounting and regulatory developments;

​

•

Cybersecurity incident response;

​

•

Current issues in risk management, such as third-party risk and cloud security;

​

•

Artificial intelligence’s impact on digital transformation, leadership, governance and risk management.

​

To maintain a robust and relevant continuing education program, directors are encouraged to offer feedback on preferred topics and potential gaps through the Board and committee self-assessment process. This feedback helps shape the program’s structure, frequency, duration and content, ensuring that the education program remains aligned with the Board’s needs. The CG&N Committee oversees the program’s development, in line with the Company’s Corporate Governance Guidelines.

Key Elements of the Director Continuing Education Program

The CG&N Committee has also overseen the development of an orientation process for new directors that is designed to facilitate and expand a new director’s understanding of the Company’s products and services, the director’s duties as a member of the Board, and the culture of the Company and the Board. As part of the onboarding process, a new director will be provided with an initial set of reference materials, including key organization documents and Board and corporate information, and will participate in a series of meetings with other directors and members of senior management to cover key topics including business strategy and operations, corporate culture, finance and human resources, regulatory framework and risk management, among others.

 

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Corporate Governance Information​

BOARD INDEPENDENCE

The Board has determined that each of the Company’s directors is “independent” as defined in the listing standards of the NYSE, except Mark R. DeFazio, who, as President and Chief Executive Officer of the Company, is not “independent.” In 2025, in accordance with its regular review of Board independence, the Board determined, on recommendation from the CG&N Committee, to designate Anthony J. Fabiano as an independent director. Mr. Fabiano, who joined the Board in 2020, had been designated by the Board as a non-independent, non-executive director even though he qualified as independent under NYSE listing standards because it had been more than three years since he ceased serving as an executive officer of the Company. Given Mr. Fabiano’s five-year tenure on the Board since the conclusion of his service to the Company as its Chief Financial Officer, the Board considered it appropriate and in the best interests of the Company and the Board to designate Mr. Fabiano as independent.

BUSINESS RELATIONSHIPS AND RELATED PARTY TRANSACTIONS POLICY

Transactions by the Company or the Bank with related parties are subject to certain regulatory requirements and restrictions, including the Federal Reserve Board’s Regulation W (which governs certain transactions among the Bank and its affiliates), the Federal Reserve Board’s Regulation O (which governs certain loans made by the Bank to its executive officers, directors and principal stockholders, and their related interests), the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the NYSE, as well as applicable New York state laws.

The Board, in addition to the Company’s Regulation O and Regulation W policies, has adopted a policy on related party transactions which was reviewed by the CG&N Committee. The policy, which is reviewed annually, provides that the CG&N Committee must approve any transaction(s) in which (i) the Company or any of its subsidiaries was, is or will be a participant, (ii) the amount involved exceeds $120,000, and (iii) any “related person” had, has or will have a direct or indirect material interest.

A “related person” includes the Company’s directors, nominees for director, executive officers, members of such persons’ immediate families, and greater than 5% beneficial owners (including BlackRock, Inc. and Patriot Financial Partners III, L.P., each of which is a beneficial owner of more than 5% of our outstanding common stock based on a review of such holder’s Schedule 13G and Schedule 13D filings, respectively). Consistent with SEC rules, our related party transactions policy provides that certain transactions, including ordinary course non-preferential transactions, entered into with a related person are not considered to be related party transactions and are not required to be disclosed or approved by the CG&N Committee. In 2025, there were no related party transactions that required CG&N Committee approval or disclosure in this Proxy Statement.

In determining whether to approve a related party transaction, the CG&N Committee will consider, among other factors:

•

the fairness of the proposed transaction, whether the transaction was undertaken in the ordinary course of business of the Company,

​

•

the direct or indirect nature of the related person’s interest in the transaction,

​

•

the appearance of improper conflict of interests for any director or executive officer,

​

•

the size of the transaction,

​

•

the amount of consideration payable to the related person,

​

•

whether the transaction would impair an outside director’s independence,

​

•

the acceptability of the transaction to the Company’s regulators, and

​

•

the potential violations of applicable law or other corporate policies, such as the Company’s Regulation O and Regulation W policies.

​

Transactions subject to Regulation O, Regulation W or other specific regulatory requirements are approved as required pursuant to such regulations. Under the related party transactions policy, no member of the CG&N Committee may participate in the review, consideration, approval or ratification of any related party transaction with respect to which such member or any of his or her immediate family members is the related person. The CG&N Committee may approve only those related party transactions that are in, or are not inconsistent with, our best interests and the best interests of our stockholders, as the CG&N Committee determines in good faith. Our related party transactions policy does not limit or affect the application of our other policies applicable to our directors, executive officers and other related persons, including our Code of Ethics.

In the ordinary course of business, we periodically have, and expect to continue to have, banking relationships and other transactions with related persons. Any loans to related persons, and any transactions involving financial products and services provided by the Company to such persons and entities, are made in the ordinary course of business and on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable

 

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Corporate Governance Information

transactions with persons and entities not related to the Company, and do not involve more than the normal risk of collectability or present other unfavorable features.

Board Structure and Leadership

APPOINTMENT OF INDEPENDENT CHAIR AND BOARD LEADERSHIP TRANSITION

The Board sets its leadership structure and selects its Chair on an annual basis, or more frequently as necessary, to help ensure the current arrangement best serves the interests of the Company at any given time. The Board has determined that it is appropriate to maintain a separation between the positions of Chair and CEO, as the appointment of an independent Chair aligns with the Company’s corporate governance framework and reflects the Board’s dedication to effective oversight of the Company’s management and operations. In September 2025, the Board appointed Anthony J. Fabiano as independent Chair of the Board to succeed William P. Reinhardt, who had served as independent Chair since 2018. Mr. Fabiano’s appointment was the culmination of a concerted succession process, demonstrating the Board’s ongoing commitment to continuity and stability of its leadership and refreshment. Mark R. DeFazio, the Company’s President and CEO, serves as a non-independent member of the Board. If the directors consider that the position of Chair should be held by the CEO, then an independent Lead Director would be selected, who would carry out the duties as specified in our Corporate Governance Guidelines.

The duties of the independent Chair are robust, and include:

•

Presiding at all meetings of the Board and setting, in consultation with the CEO, the annual schedule of Board meetings and the agenda for each meeting;

​

•

Ensuring proper flow of information to the Board;

​

•

Reviewing the adequacy and timing of the documents in support of meeting agenda topics;

​

•

Ensuring adequate lead time for effective study and discussion of business under consideration by the Board; and

​

•

Carrying out other duties as requested by the Board.

​

EVALUATION OF BOARD STRUCTURE

The CG&N Committee regularly reviews the Company’s corporate governance framework. The CG&N Committee’s approach is holistic and incorporates feedback from the Company’s investors and other stakeholders, as well as industry and market developments. A component of this process is the CG&N Committee’s review of the Board’s structure, which is evaluated on at least an annual basis. Following the Company’s extensive investor outreach efforts in 2025, as described in more detail in the Compensation Discussion and Analysis section of this proxy statement, the CG&N Committee engaged in extensive dialogue regarding elements of the Company’s governance profile, such as the Board’s classified structure. The CG&N Committee and the Board continue to believe that the Board’s classified structure, with directors divided into three classes and elected to staggered three year terms, remains appropriate to support the long-term, sustainable growth of the Company. The CG&N Committee considered, among other factors:

•

the Company’s background and size as a small capitalization, growth-oriented company,

​

•

the nature of the Company’s business and its operations as a small commercial bank in a highly competitive environment,

​

•

the regulatory framework under which the Company operates,

​

•

our stockholder base,

​

•

the results of extensive benchmarking against other financial institutions, including direct peers.

​

 

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Corporate Governance Information​

The classified structure, which has been in place since our formation in 1999, affords the Company and the Board several key benefits, including:

Board’s Role in Risk Oversight

The Company endeavors to be an engine of economic value creation within our community while operating in a financially sound and responsible manner. Effective risk management is fundamental to this effort and underpins our strategy and decision-making. Accordingly, the Company maintains a robust risk management framework that is directly overseen by the Board. Since we operate in a highly dynamic market and competitive industry, management and the Board continually evaluate developments and emergent risks affecting the Company, with the goal of ever improving the efficacy of our risk management and compliance activities.

DEVELOPMENTS TO THE RISK GOVERNANCE FRAMEWORK

The Board maintains ultimate responsibility for oversight of the Company’s risk management framework. The Board exercises this responsibility primarily through its standing committees. In furtherance of the Board’s efforts to align the Company’s risk management program with our strategy, business and operations, the Board and the CG&N Committee have engaged in extensive evaluations of the Company’s risk governance committee framework over the past two years, which has resulted in several key changes:

•

2024 — Approval of modifications to the Board’s committee structure as well as to management’s risk management committee framework. The main change to this risk governance committee framework was the establishment of a joint Risk Committee of the Board and of the board of directors of the Bank (the “Risk Committee”) with the primary purpose of supporting the Board in developing and maintaining a comprehensive view of risk and oversight of the enterprise risk management framework and related risks, including establishing the Bank’s risk appetite through approval and recommendation to the Board of a formal the Risk Appetite Statement. Under the revised framework, several committees that were previously standing committees of the Bank’s board, including the Asset Liability Committee, Technology Committee and Operational Risk Management Committee, were reclassified as management-level risk committees that, through the structure outlined below, report into the Risk Committee.

​

•

2025 — The CG&N Committee and the board of directors of the Bank further approved modifications to reclassify two standing committees of the Bank’s board of directors, the Credit Committee and the ARG Committee, to management-level risk management committees. In determining to reclassify the Credit and ARG Committees, the CG&N Committee considered, among other factors, the evolving complexity of the organization, its continued growth, as well as the corresponding expansion in the volume and changing nature and scope of the transaction-based reviews performed by these committees. Moreover, the CG&N Committee noted management’s progress in streamlining and enhancing the Company’s risk reporting framework and risk management infrastructure, including through key hires with substantial expertise in enterprise risk management, credit risk and administration, and special asset situations.

​

As part of the transition of the Credit Committee and ARG Committee to management-level risk committees, the Board appointed certain directors to continue to attend the committee meetings to provide guidance and feedback to management and report to the Board on proceedings from these meetings. This structure supports the directors’ understanding of the Bank’s business, credit activities and credit risk profile and review practices, further strengthening the Board’s effectiveness and risk oversight. The changes to the committee structure became effective January 1, 2026.

 

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Corporate Governance Information

The Board believes that the redesigned risk governance framework appropriately reflects the size, complexity and activities of the Company, while better positioning the Board and management to identify and address emergent risks in a holistic manner. The chart below provides an overview of the structure of the standing committees of the Board that support the Company’s enterprise risk management framework. Additional detail regarding the standing committees of the Board, can be found in the “Committees of the Board” section starting on page 23 of this Proxy Statement.

ENTERPRISE RISK MANAGEMENT

Responsibility for assessing and managing risk and escalating material risks to the Board and its various committees rests with the Company’s management. The Chief Risk Officer is the primary member of management responsible for implementing an effective risk management framework as well as the daily oversight of risk. The Chief Risk Officer reports to the Risk Committee, which is responsible for approving the appointment of the Chief Risk Officer and annually reviewing their performance. The Enterprise Risk Management Committee (the “ERM Committee”), the most senior management committee in the risk governance framework, is the forum for our senior management to assess and discuss the enterprise-wide risk management and control environment and to ensure that matters are appropriately reviewed and escalated to the Risk Committee. The ERM Committee is chaired by the Chief Risk Officer and its members include the Chief Executive Officer, Chief Financial Officer and General Counsel, among other members of senior management.

The ERM Committee is responsible for the oversight of each of the management-level risk committees that separately cover the specific risks or business activities of the Bank in more depth. The management-level sub-committees of the ERM Committee include:

•

Asset Liability Committee

​

•

Information Technology/ Information Security Steering Committee

​

•

Compliance Management Committee

​

•

New Products Committee

​

•

Community Reinvestment Act Committee

​

•

ARG Committee

​

•

Credit Committee

​

The management committee structure also includes a Loan Portfolio Review Committee, Allowance for Credit Losses Committee and Disclosure Committee. These committees, together with the ERM Committee and its sub-committees, support a streamlined and targeted flow and escalation of information regarding significant risks up to the Board, and helps promote a strong control environment, risk management culture, and integration of the risk framework across the enterprise.

 

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Corporate Governance Information​

BOARD’S ROLE IN CYBERSECURITY OVERSIGHT

As outlined in the Company’s Risk Appetite Statement, cybersecurity is a significant risk to the enterprise and the Board’s focus remains on working with management to design a tailored and flexible governance framework, and establish reporting and escalation protocols to support the Company’s information security program and enable effective responses in the face of an evolving threat landscape and changes to applicable laws, regulations and industry standards. To that end, matters related to information security are regularly featured as part of management’s enterprise risk profile updates to the Risk Committee, which occur at least on a quarterly basis. The chair of the Risk Committee regularly reports to the Board on the committee’s proceedings and activities, including in connection with the committee’s deliberation on information security matters. In addition to regular touchpoints on cyber matters at the Risk Committee, the Board receives briefings from the Bank’s Chief Information Security Officer (the “CISO”) semi-annually. The CISO’s report provides a comprehensive overview of the Bank’s cybersecurity programs, including but not limited to:

•

integrity and security of Bank information systems,

​

•

cybersecurity policies, procedures and controls,

​

•

material cybersecurity risks,

​

•

incident response, disaster recovery and business continuity,

​

•

budget, staffing and resources, and

​

•

key priorities and initiatives.

​

The Board directly, and through its standing committees (particularly the Risk Committee and the Audit Committee) also engage in broader discussions regarding existing and emerging operational and technology risks with members of management across the organization, including risks related to artificial intelligence and potential deficiencies in the cybersecurity systems of third parties we interact with. To supplement the Board’s regular engagement regarding the Company’s information security program, the director education program includes cybersecurity-related training opportunities, which assists the directors in staying current on developments and maintaining appropriate knowledge regarding the evolving cybersecurity and threat landscape. In 2025, the in-boardroom information-security-related education sessions covered topics such as incident response readiness and cloud risk management.

At the management level, the Information Technology/Information Security Steering Committee and ERM Committee are the primary risk management committees responsible for monitoring the information security program, supporting the implementation of appropriate risk management practices and controls and escalating matters to the Risk Committee and the Board as appropriate. Management additionally coordinates across business lines and functional areas through a number of internal forums, including cross-functional working groups. The Board and senior management are committed to deepening a culture of information security vigilance, including through appropriate investment in our people and systems, and to promoting the integration of cybersecurity considerations into the broader strategic objectives of the Company. More information about the Company’s cybersecurity risk management, strategy and program is available starting on page 38 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Spotlight on Artificial Intelligence

Investing in technology continues to be a strategic imperative for the Company, and the responsible development, deployment and integration of artificial intelligence across the enterprise is an important area of focus for the Board and management. The Board recognizes the potential of artificial intelligence to drive operational efficiency, innovation and long-term value creation, and is heavily engaged in overseeing management’s strategies and initiatives around the responsible integration and use of artificial intelligence throughout the Company’s business. The key areas of the Board’s focus in this area include:

 

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Corporate Governance Information

BOARD’S ROLE IN HUMAN CAPITAL MANAGEMENT AND OVERSIGHT

As a relationship-based commercial bank with a track-record of strong client relationships, human capital is a key asset of the Company. Accordingly, the Board is focused on driving the Company’s commitment to employees and overseeing its deeply rooted approach to attracting, retaining and developing talent and fostering a culture of trust, ethics, and accountability. The Board is responsible for setting the ‘tone from the top’ in support of this culture and the Board and senior management together set an expectation of full engagement from our employees in realizing our vision, executing our mission and enabling our core values. The Company prides itself on a collaborative environment where contributions from all levels are encouraged and offered. Moreover, the experience, knowledge, and customer service excellence that our employees bring every day is a key source of differentiation from our competitors. As of December 31, 2025, the Company employed 326 full-time employees and 2 part-time employees, none of whom are represented by a collective bargaining agreement. This net increase of 33 employees, or approximately 10.2% from the prior year, reflects our expanding business and strategic objectives, and also highlights our Board’s emphasis on strengthening our risk management program. In particular, the incremental increase in employee headcount was driven by our strategic priorities and in alignment with branch network expansion, corporate, risk management and governance areas. The Board is regularly apprised of developments related to the Company’s organizational structure and receives periodic updates from the Chief Human Resources Officer on human capital matters, including in the areas described below.

Talent Acquisition and Retention

The Company offers high-touch service using emerging technologies, and the relationship-based focus of a community bank. Management seeks to hire, develop, promote, and retain well-qualified employees who are aligned with the Company’s business model and broadly reflect the community in which we operate. The Company’s selection and promotion processes are designed to be merit based and without bias. The ratio of women and men in the Company at December 31, 2025 was 45% and 55%, which is relatively unchanged year-over-year. To attract and retain high performing talent, the Company offers competitive, performance-based compensation and a benefits plan that includes:

 

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Corporate Governance Information​

The Company also offers an Employee Referral Program that allows employees to earn a referral bonus by recommending candidates who are hired for open positions. The Compensation Committee receives reports from management and provides input regarding the scope, costs and competitiveness of the Company’s benefits programs.

Training and Development

Ensuring that our employees receive training and development opportunities is a priority. Our ongoing success depends on our ability to develop talent within the Company and ensure that we have employees ready to move into future leadership roles. The Company’s training and development regimen is designed to allow for career advancement and new learning opportunities, while benefiting the Company by organically building bench strength across the organization. The key components of our training and development program are:

•

New Hire Orientation — The Company conducts a comprehensive New Employee Orientation for all new hires, which management continues to adjust to better ensure new employees receive a comprehensive and meaningful welcome experience.

​

•

Assigned Compliance Training — An important tool in developing our risk culture is through a comprehensive set of compliance and risk management trainings. All employees are required to complete assigned compliance, financial crimes compliance, enterprise risk management, information security/cybersecurity, fraud prevention and technical training courses annually via the Company’s Learning Management System (“LMS”). Our directors are also provided the opportunity to supplement their in-boardroom training and education through the LMS as well.

​

•

Voluntary Workshops — We also provide in-person or remote training and interactive workshops outside the LMS on a range of topics, including the Company’s benefits program, financial planning, mental health awareness, performance management, and goal setting.

​

•

Professional Development — Employees are periodically assigned professional skills training via the LMS. In addition, managers are encouraged to provide informal learning opportunities for employees, such as inviting reports to attend management committee or working group meetings, to better understand the Company and its business, meet with senior management and cross-train within their own department, as well as other departments of interest. To further their education, employees are encouraged to attend external business-related training seminars, conferences, and networking opportunities, which are paid for by the Company.

​

The Board is apprised of developments in, and management’s process for developing and monitoring compliance with, the training programs.

Purpose and Values

Our commitment to our customers, community and employees is well established and recognized by our Board, executive leadership, and our Employee Engagement Committee (the “EEC”). The EEC, which is comprised of employees from all levels across the organization, was established to collectively unify our teams. The EEC is instrumental in developing a community of belonging at the Company and in fostering our unique workplace culture. Our commitment to inclusion is reflected in our education and wellness programs, which, for example, focus on financial, emotional, and physical well-being. We also encourage community volunteer activities in areas that unite our employees. By engaging in service to our community, we not only strengthen our bonds but also reflect our shared values. The Board and its CG&N Committee are periodically updated on the Company’s community involvement and employee volunteer work and our directors are actively engaged in supporting the Company’s volunteer and charitable efforts.

Corporate Responsibility and Community Involvement

Through the support of an internal working group and with oversight and engagement from the CG&N Committee, the Company shared a fact sheet in 2025 regarding its corporate responsibility and community involvement and development activities. The fact sheet is available on the Company’s website, www.mcbankny.com.

 

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Corporate Governance Information

Board Meetings and Committee Information

BOARD MEETINGS

Our Corporate Governance Guidelines provide that our directors are expected to attend all regular and special meetings of our Board and committees on which they sit. Directors are expected to attend annual meetings of stockholders as well. Our Board is engaged with the Company and its management team, and directors regularly contribute significant time and effort in preparing for meetings, addressing Company matters and guiding and constructively challenging management. Accordingly, and in the context of a dynamic business environment, our Board convened several special meetings in addition to its regular meeting schedule, and remained close to management on a variety of topics related to organizational strategy and business performance throughout the year. The Board met 14 times during 2025. No director attended fewer than 75% of the total number of Board meetings and committee meetings on which he or she served during the year. The average director attendance rate in 2025 was approximately 95%. All of our directors attended our 2025 annual meeting of stockholders.

COMMUNICATIONS WITH THE BOARD

Any stockholder who wishes to contact the Company’s Board or an individual director may do so by writing to:

The letter should indicate that the sender is a stockholder and, if shares are not held of record, should include appropriate evidence of stock ownership. Interested parties may also contact the Company’s independent directors by writing to the address above. Communications are reviewed by the Corporate Secretary of the Company and are then distributed to the Board or the individual director, as appropriate, depending on the facts and circumstances outlined in the communications received. The Corporate Secretary of the Company may attempt to handle an inquiry directly or forward a communication for response by the director or directors to whom it is addressed. The Corporate Secretary of the Company has the authority not to forward a communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate. In addition to the foregoing, the Company maintains a Code of Ethics (as discussed above) and a policy on Accounting Complaints and Communications with Independent Directors (copies of which may be found on our website). Each document outlines methods by which parties may report ethics and/or accounting-related violations or concerns, including to the independent directors or the Audit Committee chair, as applicable.

COMMITTEES OF THE BOARD

The Board has established four standing committees, two of which (the Audit Committee and Risk Committee) are joint committees of the Board and the board of directors of the Bank. Each committee is responsible for making recommendations to our Board as appropriate and for reporting periodically to the entire Board. The CG&N Committee is responsible for reviewing the composition and structure of the Board’s standing committees, including the tenure of the committee chairs. The Board does not have a firm policy mandating rotation of committee assignments, and the CG&N Committee may consider the special knowledge or experience of certain directors in recommending that particular directors serve on certain committees for extended periods. The CG&N Committee’s review is intended to support an appropriate distribution across, and skill sets within, each committee, deepen the directors’ understanding of all aspects of the Company’s business, and to advance the Board’s refreshment and succession planning efforts. Generally, the CG&N Committee approves committee rotations on an annual basis.

Additional information about the standing committees of the Board, including committee composition, responsibilities, and operations, can be found in their charters, which are available on our website. The following table provides information regarding current committee membership and the number of meetings each committee held in 2025, as well as a brief description of the committee’s responsibilities. In addition, each of the Company’s Board and the Bank’s board of directors may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and its governance documents.

 

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Corporate Governance Information​

​

*

Mr. Fabiano was appointed to the Audit Committee as chair in May 2025, following the Board’s determination regarding his independence. For additional information, see Board Independence on page 16. Effective January 1, 2026, Messrs. Gold and Reinhardt rotated off the Audit Committee, and Mses. Pamula and Ramirez joined the Audit Committee.

​

​

*

Effective January 1, 2026, Messrs. Mitchell and Reinhardt rotated off the Compensation Committee, and Messrs. Fabiano and Gutman joined the Compensation Committee.

​

 

Metropolitan Bank Holding Corp. | 2026 Proxy Statement   24

Corporate Governance Information

​

*

Effective January 1, 2026, Ms. Pamula and Messrs. Reinhardt and Patent rotated off the CG&N Committee, and Ms. Robinson and Mr. Mitchell joined the CG&N Committee.

​

​

*

Mr. Mitchell was appointed as Chair of the Risk Committee in July 2025. Effective January 1, 2026, Mr. Gutman joined the Risk Committee.

​

As discussed in the “Board’s Role in Risk Oversight” section above, the Bank’s board of directors reclassified its Credit Committee and ARG Committee to management-level committees, with the changes effective January 1, 2026. Prior to the change, these committees provided an additional separate forum for the directors to monitor and evaluate the Bank’s credit activities and credit risk management practices. The revised structure is intended to reinforce direct oversight by the Board, including through its Risk Committee and Audit Committee, of all aspects of the Bank’s lending and credit risk practices. Additional information regarding the Credit Committee and ARG Committee activities in 2025 are provided below.

 

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Corporate Governance Information​

 

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Corporate Governance Information

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).

DIRECTOR FEES

Annual Equity Retainer

Based on its review for 2025, the Compensation Committee recommended, and the Board approved, an annual equity award of 2,500 shares of common stock for each non-management director, which was the same amount that was awarded to non-management directors in 2024. The annual equity award was granted in the form of restricted stock units that vest on the first anniversary of the date that the award was granted.

2025 Meeting Fees and Retainers

Non-management directors received a cash fee for service as Board chair or chair of a committee, as well as a cash fee for attendance at committee meetings. The Compensation Committee met in late 2024 to design and recommend to the Board the compensation framework for 2025. As a result of this review, the Board approved, on recommendation from the Compensation Committee, the following cash retainer and fee structure for 2025:

​

*

Starting in the second quarter of 2025, the rotation schedule for directors that were 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 rotating members had, for the first quarter of 2025, received a $5,000 per meeting fee.

​

2026 Director Compensation

In the fourth quarter of 2025, the Compensation Committee conducted its annual review of the non-management director compensation framework over multiple meetings. The Compensation Committee carried out its review by closely evaluating several factors that influenced the 2025 director compensation levels, including an elevated number of meetings of the Credit Committee of the Bank’s board of directors in 2025. The Credit Committee schedule was impacted by increased deal flow and a significant volume of transactions brought to the committee for consideration throughout the year. The Compensation Committee also consulted with the CG&N Committee regarding its evaluation of the Board’s structure, the proposal to reclassify the Credit Committee and ARG Committee to management-level committees, as well as the potential additional adjustments to the Board and committee meeting calendar for 2026. As a result of this review, the Compensation Committee proposed changes to the director compensation structure which were adopted by the Board in December 2025. The adjustments are designed to impact 2026 director compensation levels by:

1.

Aligning the committee meeting fees and chair retainers with the revised Board committee structure and Board calendar;

​

2.

Supporting a reduction in overall fee levels;

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Corporate Governance Information​

3.

Simplifying the fee structure to set a standard rate for committee meeting fees and committee chair retainers for each of the Board’s committees;

​

4.

Establishing a cash fee for directors appointed by the Board to continue attending the management-level Credit Committee meetings as well as a cap on the number of Credit Committee meetings for which such appointees can be compensated; and

​

5.

Further aligning the Company’s director compensation framework with peer practice and investor expectations.

​

The following table sets out the revised cash retainer and meeting fee structure for 2026:

The Board also approved a $4,000 per meeting fee for the directors appointed by the Board to continue to attend the Credit Committee meetings as overseers (with a cap on the number of Credit Committee meetings for which such appointees can be compensated).

DIRECTOR STOCK OWNERSHIP GUIDELINES

The Corporate Governance Guidelines provide that each director is encouraged to own shares of common stock of the Company at a level that demonstrates a meaningful commitment to the Company and the Bank, and to align the director’s interests with the Company’s stockholders. In connection with the comprehensive review of the Board’s corporate governance framework and compensation practices, the Compensation Committee and the CG&N Committee considered refining the director stock ownership guidelines to help ensure the ownership requirement remained at an appropriate level to reflect our directors’ alignment with stockholder interests as well as the Company’s current size and growth trajectory. Accordingly, the Board approved, at the recommendation of the Compensation Committee and CG&N Committee, respectively, an increase in the director stock ownership guidelines to require directors to acquire and own at least 3,500 shares of the Company’s common stock. The Corporate Governance Guidelines previously required directors to hold shares of common stock with a value of at least $100,000. The stock ownership requirement is measured annually in connection with the preparation of this Proxy Statement. Directors are expected to meet the ownership standards within three years from their first day as a director. As of the Record Date, each director complied with these enhanced stock ownership guidelines.

Moreover, directors are subject to an insider trading policy that prohibits hedging and pledging, as described in further detail under the “Compensation Discussion & Analysis” section starting on page 33 below. This policy prohibits our directors from hedging Company securities owned directly or indirectly and from engaging in certain transactions involving our securities. Directors are also prohibited from pledging or holding Company securities in a margin account without Board approval. Directors are required to pre-notify the Company of any transaction in company stock or derivative securities (including gifts and other similar transactions).

2025 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, 2025. Mr. DeFazio does not receive any additional compensation for service on the Company’s Board and the Bank’s board of directors.

 

Metropolitan Bank Holding Corp. | 2026 Proxy Statement   28

Corporate Governance Information

​

(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  $65.79 on January 24, 2025. As of December 31, 2025, each of the directors had 2,500 shares of unvested restricted stock units.

​

(3)

Mr. Fabiano served as the Chair of the Risk Committee until Mr. Mitchell’s appointment in July 2025, and therefore received a pro rata portion of the committee Chair retainer. Mr. Fabiano was appointed as Chair of the Audit Committee and the Board in May 2025 and September 2025, respectively, and therefore received a pro rata portion of the Chair retainer for each of those positions.

​

(4)

These were the permanent members of the Credit Committee of the Bank’s board of directors during 2025, which met 35 times in the year. Additional members rotated on a monthly basis in 2025.

​

(5)

Mr. Mitchell was appointed as Chair of the Risk Committee in July 2025, and therefore received a pro rata portion of the committee Chair retainer.

​

(6)

Mr. Reinhardt served as the Chair of the Audit Committee and Chair of the Board until May 2025 and September 2025, respectively, and therefore received a pro rata portion of the Chair retainer for each of those positions.

​

 

29   Metropolitan Bank Holding Corp. | 2026 Proxy Statement

Executive Officers Who Are Not Directors

Biographical and professional information about our executive officers who do not serve on the Board is set forth below. Each of the Company’s executive officers are appointed by the Board on an annual basis in accordance with our Bylaws. For more information pertaining to the compensation of our named executive officers, see the “Compensation Discussion and Analysis” section below.

 

Metropolitan Bank Holding Corp. | 2026 Proxy Statement   30

Executive Officers Who Are Not Directors

 

31   Metropolitan Bank Holding Corp. | 2026 Proxy Statement

Proposal 2 — Non-Binding Advisory Vote on Named Executive Officer Compensation

“RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion that accompanies the compensation disclosure tables, is hereby approved.”

This advisory vote will not be binding on the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

 

Metropolitan Bank Holding Corp. | 2026 Proxy Statement   32

Compensation Discussion and Analysis

CD&A Contents

​	33​	​	​	​	Executive Summary​	​
​	33	​	​	​	‘Say-on-Pay’ Results at the 2025 Annual Meeting	​
​	35	​	​	​	Compensation Program Design	​
​	35	​	​	​	2025 Performance and Compensation Determinations	​
​	36​	​	​	​	2025 Financial and Strategic Highlights Informing Compensation Outcomes​	​
​	36	​	​	​	2025 Business Results	​
​	37	​	​	​	Key Strategic Highlights	​
​	39​	​	​	​	Compensation Philosophy​	​
​	40	​	​	​	Compensation and Governance Practices	​
​	41​	​	​	​	Stockholder Engagement Program​	​
​	41	​	​	​	‘Say-on-Pay’ Results at the 2025 Annual Meeting	​
​	42	​	​	​	Areas of Stockholder Feedback	​
​	44	​	​	​	Stockholder Engagement Overview	​
​	46​	​	​	​	Pay Program and 2025 Compensation Overview​	​
​	46	​	​	​	2025 Performance Assessment and Compensation Determination Process	​
​	47	​	​	​	Peer Group	​
​	48	​	​	​	2025 Pay Components	​
​	55​	​	​	​	2025 Incentive Compensation Determinations​	​
​	56	​	​	​	Mark DeFazio — President & CEO	​
​	57	​	​	​	Scott Lublin — EVP & Chief Lending Officer	​
​	58	​	​	​	Daniel Dougherty — EVP & Chief Financial Officer	​
​	59	​	​	​	Laura Capra — EVP & Head of Retail Banking	​
​	60	​	​	​	Nick Rosenberg — EVP & Chief Business Development Officer	​

​	60	​	​	​	2025 Awarded Total Direct Compensation	​
​	61​	​	​	​	2026 Compensation Program Adjustments​	​
​	61	​	​	​	2026 AIP Awards	​
​	62	​	​	​	2026 PRSU Awards	​
​	64​	​	​	​	Additional Compensation Elements​	​
​	64	​	​	​	Employment Agreements and Change in Control Arrangements	​
​	64	​	​	​	Executive Perquisites	​
​	64	​	​	​	Broad-Based Benefits Programs	​
​	64​	​	​	​	Compensation Determination Process​	​
​	64	​	​	​	Role of Compensation Committee	​
​	64	​	​	​	Analysis of Compensation Risk	​
​	65	​	​	​	Role of Compensation Consultant; Independence	​
​	65	​	​	​	Role of Management	​
​	65​	​	​	​	Other Compensation Considerations​	​
​	65	​	​	​	Anti-Hedging and Pledging Policies	​
​	65	​	​	​	Insider Trading Policy	​
​	66	​	​	​	Clawback Policy and Forfeiture Provisions	​
​	66	​	​	​	Stock Ownership Requirements for Executive Officers	​
​	67	​	​	​	Compensation Policy Risk Assessment	​
​	67	​	​	​	Tax Deductibility of Executive Officer Compensation	​
​	67	​	​	​	Compensation Committee Interlocks and Insider Participation	​
​	68​	​	​	​	Compensation Committee Report	​

Executive Summary

‘SAY-ON-PAY’ RESULTS AT THE 2025 ANNUAL MEETING

At our 2025 annual meeting, our ‘say-on-pay’ proposal received significantly lower support than in the prior year. The result of this non-binding, advisory vote was disappointing to the Board and the Compensation Committee, and the Compensation Committee committed to lead an expanded engagement program to gather stockholder feedback and understand their concerns related to our executive compensation program.

Accordingly, in the fourth quarter of 2025:

•

We contacted stockholders representing over 70% of our then-outstanding shares of common stock and invited them to meet to discuss our 2025 ‘say-on-pay’ results, the Company’s executive compensation program and related policies and practices.

​

 

33   Metropolitan Bank Holding Corp. | 2026 Proxy Statement

Compensation Discussion and Analysis​

•

We held meetings with every investor who accepted our invitation. The investors we met with collectively represented approximately 47.5% of total shares then-outstanding. We also conducted meetings with leading proxy advisory firms.

​

•

Every investor engagement meeting in response to this outreach was led by four members of our Board. Compensation Committee chair George Wolf, who led the meetings, as well as Chair of the Board Anthony Fabiano, CG&N Committee chair Dale Fredston, and David Gold (a member of the Compensation Committee, CG&N Committee and Audit Committee) participated in each meeting.

​

The following table covers at a high-level the nature of the feedback that we received during our stockholder engagement meetings and outlines the Compensation Committee’s responses. A more detailed discussion of the stockholder engagement program and our response to the 2025 ‘say-on-pay’ vote begins on page 41 below.

 

Metropolitan Bank Holding Corp. | 2026 Proxy Statement   34

Compensation Discussion and Analysis

COMPENSATION PROGRAM DESIGN

The Company’s executive compensation program is designed to assist us in:

To support alignment with these goals, the Compensation Committee, with the assistance of its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), seeks to effectively link pay with performance and provide base salary and incentive-based compensation, including target annual cash incentive compensation and target long-term equity-based incentive compensation, that are competitive with the compensation levels at companies in our compensation benchmarking peer group. As part of its review, the Compensation Committee annually evaluates our executives’ level of compensation, the mix of base salary, incentive-based compensation and retirement, and welfare benefits.

In calibrating incentive compensation, the Compensation Committee focuses primarily on pay-for-performance alignment, while considering potential outcomes in the context of the Company’s annual and long-term business plans and strategies and certain other factors, including economic and industry conditions, and compensation practices at the Company’s peers, as well as feedback we receive from our stockholders. The Compensation Committee is committed to establishing goals for corporate and individual performance that are challenging but achievable and tied directly to the Company’s short and long-term objectives.

2025 PERFORMANCE AND COMPENSATION DETERMINATIONS

The NEOs for the fiscal year ended December 31, 2025 are:

In assessing Mr. DeFazio’s performance for the 2025 performance year, the Compensation Committee recognized the Company’s strong organic growth, which was achieved through management’s focus on client service, developing our diversified deposit verticals and executing against our disciplined underwriting strategy. The Company’s strong financial performance was achieved despite market volatility and a dynamic and evolving regulatory and economic environment. The Compensation Committee also examined the Company’s commitment to investing in key strategic priorities, including the Company’s digital transformation program, our risk management framework, control environment and regulatory affairs, while enhancing and refreshing the talent and leadership pipeline across the organization. The Company made strong progress on key technology initiatives, including in its Modern Banking in Motion digital transformation program and the acceleration of our artificial intelligence strategy. These programs are expected to help further drive operational efficiency, improve the customer experience and accelerate the Company’s long-term growth trajectory. Even with our significant investments in these areas, the Company experienced a growing balance sheet, stable asset quality, and a healthy and growing net interest

 

35   Metropolitan Bank Holding Corp. | 2026 Proxy Statement

Compensation Discussion and Analysis​

margin. In terms of financial performance, the Company achieved net interest income growth of 19.8% for the year, a return on average equity of 9.7%, and a Return on Average Tangible Common Equity (“ROATCE”) of 9.8%.(1) EPS increased 11.6% compared to the 2024 fiscal year. The Company also commenced successive common stock repurchase programs totaling $100 million in aggregate as well as a quarterly cash dividend program. The strength of the Company’s financial performance and capital position enabled the Company to accelerate an increase in our dividend, resulting in a 33% increase in the dividend payment compared to the first two quarters’ payments. Based on its consideration of these factors, the Compensation Committee recommended, after applying its scorecard approach, that Mr. DeFazio’s annual total direct compensation, comprised of his base salary as well as his annual and long-term incentive awards, be $4.8 million for the 2025 performance year.

2025 Financial and Strategic Highlights Informing Compensation Outcomes

2025 BUSINESS RESULTS