Sector: Financials
METROPOLITAN BANK HOLDING CORP · Meeting: April 29, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of four directors to serve on our Board of Directors for a three year term ending at the 2029 Annual Meeting
MCB's 3-year total return of +103.2% outperforms the QABA community bank benchmark by +69.8 percentage points, which does not exceed the 65pp trigger threshold for companies with strong positive returns; Fabiano has deep banking and financial expertise as a CPA and former bank CFO, chairs the Audit Committee, and attended 100% of meetings in 2025.
No TSR trigger fires given MCB's +69.8pp outperformance of QABA versus the 65pp threshold; Patent brings relevant real estate and prior bank board experience, and the proxy confirms all directors met the 75% attendance requirement in 2025.
No TSR trigger fires given MCB's strong outperformance of QABA; Ramirez has extensive community and regional bank board experience and sits on the Audit and Risk committees, and the proxy confirms full attendance compliance in 2025.
No TSR trigger fires given MCB's +69.8pp outperformance of QABA versus the 65pp threshold; Reinhardt brings significant banking regulatory expertise from the OCC and chaired the Board until September 2025, and all directors met the 75% attendance threshold in 2025.
All four director nominees receive a FOR vote. MCB's 3-year total return of +103.2% outperforms the QABA — First Trust NASDAQ ABA Community Bank Index by +69.8 percentage points, which does not breach the 65pp trigger threshold applicable to companies with strong positive absolute returns. No directors exhibit overboarding, independence, attendance, or familial relationship concerns, and the board discloses a comprehensive skills matrix.
CEO
Mark R. DeFazio
Total Comp
$4,784,685
Prior Support
<50%%
The 2025 Say-on-Pay vote failed to receive majority support (below 70%), which normally triggers a No vote under our policy if no visible changes were made; however, the company conducted extensive shareholder engagement meeting with investors representing ~47.5% of shares, and made meaningful program changes for 2026 including extending the performance period for long-term equity awards from one to three years, removing metric overlap between short- and long-term incentive plans, shifting to more quantitative financial metrics, and enhancing disclosure transparency. CEO total compensation of approximately $4.8 million is within a reasonable range for the CEO of a ~$1 billion market cap community bank in the New York City market, and roughly 79-80% of CEO pay is reported as at-risk performance-based compensation, satisfying the pay mix requirement. Given the substantive and responsive changes made to the compensation program structure in direct response to shareholder feedback, a FOR vote is warranted.
Auditor
Crowe LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose auditor fee data in the portions provided, so the non-audit fee ratio trigger cannot be evaluated; per policy, when tenure is not disclosed we default to FOR and note the absence as a minor negative. Crowe LLP is a large national firm appropriate for a company of MCB's approximately $1 billion market capitalization, and no material restatements are noted in the filing.
This is a routine annual meeting for Metropolitan Bank Holding Corp. with four standard proposals; all director nominees receive FOR votes driven by MCB's exceptional 3-year stock performance of +103.2% that outpaces the QABA — First Trust NASDAQ ABA Community Bank Index by +69.8 percentage points. The Say-on-Pay proposal also receives a FOR vote because, despite last year's failed advisory vote, the company made substantive and well-documented compensation program improvements in direct response to shareholder feedback, demonstrating genuine responsiveness.
9 companies disclosed in 2026 proxy filing
