SEC Form DEF 14A filed by MetroCity Bankshares Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐    Preliminary Proxy Statement

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

☒    Definitive Proxy Statement

☐    Definitive Additional Materials

☐    Soliciting Material under §240.14a-12

MetroCity Bankshares, Inc.

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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒    No fee required.

☐    Fee paid previously with preliminary materials.

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

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April 15, 2025

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Dear Shareholder,

We would like to extend a personal invitation for you to join us at the 2025 annual meeting of shareholders which will be held on Thursday, May 22, 2025, at 4:00 p.m. Eastern Time at the main office of Metro City Bank located at 5114 Buford Highway, Doraville, Georgia 30340.

Please review the notice of annual meeting of shareholders and proxy statement enclosed with this letter which describe the formal business to be transacted at the meeting. Following the meeting, we will discuss the status of our business and answer appropriate questions.

To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting in person. Whether or not you expect to attend the annual meeting in person, please vote your shares by signing, dating, and promptly returning the enclosed proxy card in the accompanying postage-paid envelope, or by voting online or by telephone using the instructions printed on the proxy card. This will ensure that your shares are represented at the annual meeting.

We thank you for your continued support of the company and look forward to speaking with you at the 2025 annual meeting of shareholders.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 22, 2025

MetroCity Bankshares, Inc. (the “Company”) will hold its annual meeting of shareholders at the main office of Metro City Bank (the “Bank”) located at 5114 Buford Highway, Doraville, Georgia 30340 on Thursday, May 22, 2025, at 4:00 p.m., Eastern Time, for the following purposes, all of which are described in greater detail in the accompanying proxy statement:

Only shareholders of record at the close of business on April 1, 2025, will be entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof. The holders of shares of the Company’s common stock are entitled to one vote per share on all matters to be presented for action by shareholders at the meeting.

It is important that your shares be represented and voted at the meeting. You can vote your shares online or by telephone, or by completing and returning the proxy card or voting instruction card sent to you. Voting instructions are printed on your proxy card or voting instruction card and are included in the accompanying proxy statement. You can revoke a proxy at any time before its exercise at the meeting by following the instructions in the proxy statement.

Copies of the annual meeting proxy materials, including the proxy statement and the Annual Report on Form 10-K, are also available at www.edocumentview.com/MCBS.

The board of directors of the Company unanimously recommends that shareholders vote “FOR” each of the four director nominees for election as a director, “FOR” the approval of the compensation of our named executive officers, “FOR TWO YEARS” with respect to the frequency with which the shareholders will vote on the compensation paid to our named executive officers, and “FOR” the ratification of Crowe LLP as the Company’s independent registered public accounting firm for 2025.

Whether or not you plan to attend the meeting, please vote online or by telephone, or by marking, signing, dating and promptly returning the enclosed proxy card or voting instruction card.

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TABLE OF CONTENTS

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METROCITY BANKSHARES, INC.

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 22, 2025

Unless the context otherwise requires, references in this proxy statement to “we,” “us,” “our,” “our company,” the “Company” or “MetroCity” refer to MetroCity Bankshares, Inc., a Georgia corporation, and its consolidated subsidiary, except where context requires otherwise; references to “the Bank” or “our Bank” refer to Metro City Bank, a wholly-owned subsidiary of the Company. In addition, unless the context otherwise requires, references to “shareholders” are to the holders of outstanding shares of our common stock, $0.01 par value (the “common stock”).

This proxy statement is being furnished in connection with the solicitation of proxies by the board of directors of the Company (the “board”) for use at the 2025 annual meeting of shareholders of the Company to be held on Thursday, May 22, 2025 at 4:00 p.m., Eastern Time, at the main office of Metro City Bank located at 5114 Buford Highway, Doraville, Georgia 30340, and any adjournments thereof (the “annual meeting”) for the purposes set forth in this proxy statement and the accompanying notice of the meeting. This proxy statement, the notice of the meeting, the Annual Report on Form 10-K for the year ended December 31, 2024, and the enclosed proxy card (collectively, the “proxy materials”) are first being sent to shareholders on or about April 15, 2025. You should read the entire proxy statement carefully before voting.

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders To Be Held on May 22, 2025

Pursuant to the rules promulgated by the Securities and Exchange Commission (the “SEC”), the Company is providing access to its proxy materials both by sending you a full set of proxy materials and making copies of these materials available on the Internet at www.edocumentview.com/MCBS. Shareholders are encouraged to access and review the proxy materials before voting. This site will also have directions to attend the meeting and vote in person.

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GENERAL INFORMATION ABOUT THE 2025 ANNUAL MEETING

When and where will the annual meeting be held?

The annual meeting is scheduled to take place at 4:00 p.m., Eastern Time, on Thursday, May 22, 2025, at the main office of Metro City Bank located at 5114 Buford Highway, Doraville, Georgia 30340. Shareholders of record at the close of business on April 1, 2025, which is the date that the board has fixed as the record date for the annual meeting (the “record date”), will be able to attend and participate in the annual meeting.

How can I attend the annual meeting?

You are entitled to participate in the annual meeting only if you were a shareholder of the Company as of the close of business on the record date, or if you hold a valid proxy for the annual meeting.

Importantly, if you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the annual meeting.

To register to attend the annual meeting, you must submit proof of your proxy power (legal proxy) reflecting your Company common stock ownership along with your name and email address to Computershare.

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 19, 2025. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us at the following:

By email:

Forward the email from your broker, or attach an image of your legal proxy, to [email protected].

By mail:

Computershare

MetroCity Bankshares Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

What am I being asked to vote on at the annual meeting?

At the 2025 annual meeting, we are asking our shareholders to vote on the following proposals:

What are the board’s voting recommendations?

The board recommends that you vote your shares “FOR” each of the four director nominees for election as a director, “FOR” the approval of the compensation of our named executive officers, “FOR TWO YEARS” wih respect to the frequency with which the shareholders will vote on the compensation paid to our named executive officers, and “FOR” the ratification of Crowe LLP as our independent registered public accounting firm for 2025.

Who is entitled to vote at the annual meeting?

Only shareholders of record at the close of business on April 1, 2025, which is the date that the board has fixed as the record date for the annual meeting, are entitled to receive notice of and to vote at the annual meeting.

How many votes do I have?

Each holder of record of the Company’s outstanding common stock on the record date will be entitled to one vote for each share held on all matters to be voted upon at the annual meeting.

How do I vote?

You may vote your shares of common stock either in person at the annual meeting or by proxy. The process for voting your shares depends on how your shares are held as described below. If you are a record holder on the record date for the annual meeting, you may vote by proxy or you may attend the annual meeting and vote in person. If you are a record holder and want to vote your shares by proxy, you may vote using any of the following methods:

If you submit your proxy and voting instructions via the Internet or telephone, you do not need to mail your proxy card. The Company must receive your vote no later than the time the polls close for voting at the annual meeting for your vote to be counted at the annual meeting. Please note that Internet and telephone voting will close at 11:59 p.m., Eastern Time, on May 21, 2025.

Voting your shares by proxy will enable your shares of common stock to be represented and voted at the annual meeting if you do not attend the annual meeting and vote your shares during the meeting. By following the voting instructions in the materials you receive, you will direct the designated persons (known as “proxies”) to vote your common stock at the annual meeting in accordance with your instructions. The board has appointed Nack Y. Paek and Farid Tan to serve as the proxies for the annual meeting. If you vote by Internet or telephone, you do not have to return your proxy or voting instruction card.

What constitutes a quorum for the annual meeting?

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present at a meeting of shareholders if at least a majority of the outstanding shares entitled to vote are represented in person or by proxy at the annual meeting.

As of the record date, there were 25,402,782 shares of our common stock outstanding and entitled to vote. The inspector of election will determine whether a quorum is present at the annual meeting. No shares of preferred or other capital stock were outstanding as of such date. If there is no quorum, any officer entitled to preside at or to act as secretary of the annual meeting may adjourn the meeting until a later date. We will count abstentions and broker non-votes, which are described below, in determining whether a quorum exists.

If my shares are held in “street name” by my broker, will my broker vote my shares for me?

Yes, but only if you give your broker instructions. If your shares are held by your broker (or other nominee), you should receive this document and an instruction card from your broker. Your broker will vote your shares if you provide instructions on how to vote. If you do not tell your broker how to vote, your broker may vote your shares in favor of ratification of the auditor appointment but may not vote your shares on the election of directors or any other items of business. However, your broker is not required to vote your shares if you do not provide instructions.

What is a broker non-vote?

Brokers are entitled to vote shares held by them for their customers on matters deemed “routine” under applicable rules, even though the brokers have not received voting instructions from their customers. The ratification of our independent registered public accounting firm (Proposal 4) currently qualifies as a “routine” matter. Your broker, therefore, may vote your shares in its discretion on that routine matter if you do not instruct your broker how to vote on them. Your broker is prohibited from voting your shares on non-routine matters unless you have given voting instructions on that matter to your broker. The election of Class I and III directors (Proposal 1), the approval of the compensation of our named executive officers (Proposal 2) and the approval of the frequency with which the shareholders will vote on the compensation paid to our named executive officers (Proposal 3) are considered non-routine matter, so your broker may not vote on these matters in its discretion. If you do not give voting instructions with respect to Proposals 1, 2 or 3, your broker will need to return a proxy card without voting on these non-routine matters, which is referred to as a “broker non-vote.”

How are broker non-votes and abstentions treated?

Broker non-votes, as long as there is one routine matter to be voted on at the meeting, such as the ratification of the appointment of Crowe LLP here, and abstentions are counted for purposes of determining the presence or absence of a quorum. A broker non-vote or a withholding of authority to vote with respect to one or more nominees for director will not have the effect of a vote against such nominee or nominees (Proposal 1). A broker non-vote with respect to the non-binding advisory vote on the compensation of our named executive officers (Proposal 2) or the non-binding advisory vote of the frequency with which the shareholders will vote on the compensation paid to our named executive officers (Proposal 3) will have no effect. Because the ratification of the appointment of the independent registered public accounting firm is considered a routine matter and a broker or other nominee may generally vote on routine matters, no broker non-votes are expected to occur in connection with the proposal to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm.

What if I return a proxy card but do not make specific choices?

If you are a shareholder of record and you return a signed and dated proxy card without marking any voting selections, your proxy will vote your shares “FOR” each of the four director nominees for election as a director and “FOR” the approval of the compensation of our named executive officers, “FOR TWO YEARS” with respect to the frequency with which the shareholders will vote on the compensation paid to our named executive officers, and “FOR” ratifying the appointment of our independent registered public accounting firm for 2025. We are not aware of any other matters to be considered at the annual meeting. However, if any other matter is properly presented at the annual meeting, your proxy will vote your shares as recommended by the board of directors or, if no recommendation is given, will vote your shares using his discretion. If any director nominee becomes unavailable for election for any reason prior to the vote at the annual meeting, the board of directors may reduce the number of directors to be elected or substitute another person as a nominee, in which case your proxy will vote for the substitute nominee.

If you hold your shares in “street name” as mentioned above, your shares will be voted in the bank, broker or other nominee’s discretion with respect to the ratification of the Company’s independent registered public accounting firm, but such shares will not be voted with respect to the election of directors.

May I change my vote after I have submitted my proxy card?

Yes. If you have not voted through your broker, you can change your vote after you have voted prior to the applicable cutoff time by:

If you voted through your broker, please contact your broker to change or revoke your vote.

What vote is required to elect a nominee for director to the board of directors?

In the election of directors, if a quorum is present, directors are elected by a plurality of the votes cast at the annual meeting. This means that the candidates receiving the highest number of “FOR” votes will be elected. For purposes of the election of directors, failures to vote and abstentions will have no effect on the result of the vote.

What vote is required to approve the non-binding advisory vote on the compensation of our named executive officers?

The approval of the non-binding advisory vote on the compensation of our named executive officers will require the affirmative vote of the holders of a majority of the shares represented at the annual meeting and entitled to vote on Proposal 2. For purposes of this proposal, failures to vote and abstentions will have the effect of a vote against the proposal. This vote is advisory, and will not be binding upon the directors.

What vote is required to select the frequency with which the shareholders will vote on the compensation paid to our named executive officers?

The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. The board will take the results of the vote into account when deciding when to call for the next advisory vote on executive compensation. However, because this vote is advisory and not binding on the board in any way, the board may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by the Company’s shareholders.

What vote is required to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025?

The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 will require the affirmative vote of the holders of a majority of the shares

represented at the annual meeting and entitled to vote on Proposal 4. For purposes of the ratification of the appointment of Crowe LLP, failures to vote and abstentions will have the effect of a vote against the proposal.

How are voted counted?

Votes will be counted at the annual meeting by the inspector of election appointed by the Company for the annual meeting.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a shareholder of record and hold shares in a brokerage account, you will receive a proxy card for shares held in your name and a voting instruction card for shares held in “street name.” Please complete, sign, date and return each proxy card and voting instruction card that you receive to ensure that all your shares are voted.

Who will pay for this proxy solicitation, and how will we solicit proxies?

The board is asking for your proxy, and we will pay all of the costs of soliciting shareholder proxies. In addition to the solicitation of proxies via mail, our officers, directors and employees may solicit proxies personally or by other means of communication, without being paid additional compensation for such services. The Company will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding the proxy materials to beneficial owners of common stock.

Are there any other matters to be acted upon at the annual meeting?

Management does not intend to present any business at the annual meeting for a vote other than the matters set forth in the notice, and management has no information that others will do so. The proxy also confers on the proxies the discretionary authority to vote with respect to any matter properly presented at the annual meeting. If other matters requiring a vote of the shareholders properly come before the annual meeting, it is the intention of the persons named in the accompanying form of proxy to vote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters.

Where can I find the voting results?

The Company will publish the voting results in a Current Report on Form 8-K, which will be filed with the SEC within four business days following the annual meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the annual meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

Who can help answer any questions I may have?

Shareholders who have questions about the matters to be voted on at the annual meeting or how to submit a proxy, or desire additional copies of the proxy statement, the proxy card, or the Annual Report on Form 10-K for the year ended December 31, 2024 should contact Assistant Corporate Secretary, Lucas Stewart, at MetroCity Bankshares, Inc., 5114 Buford Highway, Doraville, Georgia 30340, Attn: Assistant Corporate Secretary; or via email at [email protected].

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PROPOSAL 1. ELECTION OF DIRECTORS

Pursuant to the Company’s articles and bylaws, our board of directors is authorized to have not less than 5 members nor more than 25 members. The board is divided into three classes which are to be as nearly equal in number as possible. Our current board of directors consists of twelve members and are divided into three classes, with four members in Class I, four members in Class II, and four members in Class III. The directors in each class serve staggered terms of three years each.

The exact number of directors may be fixed or changed from time to time within the range set forth in our bylaws by the shareholders by the affirmative vote of a majority of the issued and outstanding shares entitled to vote in an election of directors, or by the board of directors by the affirmative vote of a majority of all directors then in office. Our board of directors also serves as the board of directors of our wholly owned subsidiary, Metro City Bank.

There are no arrangements or understandings between any of the directors and any other person pursuant to which he or she was selected as a director. Other than Mr. John Paek and Mr. Frank Glover, who is the son and son-in-law, respectively, of the Chairman of the board, Mr. Nack Y. Paek, no current director has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or with any of our executive officers. During the previous 10 years, no director, person nominated to become a director, or executive officer of the Company was the subject of any legal proceeding that is material to an evaluation of the ability or integrity of any such person.

The following table sets forth certain information about our current directors, including their names, ages and year in which they began serving as a director of the Company (or the Bank prior to the Company’s formation in 2014).

CLASS I AND III DIRECTOR NOMINEES FOR ELECTION AS DIRECTORS

Set forth below is information about each of our director nominees, including his experience and qualifications, each of the positions and offices he holds with the Company, his term of office as a director, and all periods during which he has served as a director of the Company. The board of directors selected the director nominees based on the recommendation of the Nominating and Governance Committee. The Class I director nominees are each standing for re-election for a three-year term expiring in 2028. The Class III director nominee is a new director standing for election for a two-year term expiring in 2027.

Howard Hwasaeng Kim. Mr. Kim has served as a director of the Bank and the Company since 2017. Mr. Kim is currently the Executive Vice President of the Company and President of the Bank. Mr. Kim also serves as Chief Lending Officer and Chief Operations Officer of both the Company and the Bank. In this role, he is responsible for leading and supervising the Bank’s lending department and the Bank’s deposit branches. Prior to his tenure at the Company, Mr. Kim

worked at the Korea Development Bank, a wholly state-owned policy bank in South Korea, from 1980 to 1991, where he was responsible for the bank’s accounting, loans and foreign exchange transactions. During his time at Korea Development Bank, Mr. Kim also worked in the bank’s securities company for six years as the accounting manager and representative manager in the Amsterdam office. From 2000 to 2006, Mr. Kim worked as a loan officer and lending officers at various community banks in Georgia, until starting his position as the Chief Lending Officer of the Bank since Bank’s inception in 2006. Mr. Kim was appointed Executive Vice President and Chief Lending Officer of the Company in 2014, and President, Chief Lending Officer and Chief Operating Officer of the Bank in 2016. Mr. Kim graduated from the Hankook University of Foreign Studies with a Bachelor of Science Degree in Business Administration, completed from Seoul National University with KBD MBA and later earned his Master’s Degree in Business Administration from Georgia State University. Mr. Kim brings to our board strong leadership skills and a wide-ranging understanding of bank management from his forty plus years of experience in banking, as well as valuable insights from the local business community.

Feiying Lu. Ms. Lu has served as a board member since the founding of the Bank in 2006. Ms. Lu has served as an internal controller with Imaex Trading Company, a wholesale frozen foods distributor, since 1997. In this role, she is responsible for preparing monthly financial reports, reviewing and analyzing data for assuring achievement of the organization’s objectives in operational effectiveness and efficiency, and compliance matters. Ms. Lu received a Bachelor of Science Degree in Electronic Engineering from Shanghai University of Science and Technology. Ms. Lu’s experience as a controller and her relationship in the Chinese-American community provides our board with meaningful financial expertise and strengthens our ties to the Chinese-American community.

Frank S. Rhee. Mr. Rhee has served as a board member since the founding of the Bank in 2006. Mr. Rhee currently owns a web design and online marketing company which he founded in 2013. Prior to founding his own business, Mr. Rhee served as the Financial Manager for Trends Menswear from 1993 to 2013. In this role, he was in charge of overseeing the preparation of financial statements, bank records and expert reports. He also previously worked as an Assistant Controller for Manufacturers Hanover Bank in New York from 1990 to 1993, and as a junior auditor for the accounting firm of Ernst & Young from 1987 to 1989. Mr. Rhee graduated from New York University with a Bachelor of Science degree in Accounting. Mr. Rhee’s experience as a financial manager and assistant controller brings to our board valuable expertise in finance and management.

John Paek. Mr. Paek has served as a board member since September 2024. Mr. Paek is an attorney licensed to practice law in California, Georgia, New York, and Massachusetts. Mr. Paek previously served as a Principal with Deloitte Tax LLP from 2019 to 2023, providing state income tax compliance, consulting, and controversy resolution services to corporations and other business entities. From 2007 to 2019, Mr. Paek practiced law with Baker McKenzie LLP, serving as a Partner from 2011 to 2019. In addition to providing tax consulting, controversy resolution, and litigation services while at Baker McKenzie, Mr. Paek was a member of their Global Indirect Tax Steering Committee and an editor of their North American Tax Practice Group Newsletter. From 2006 to 2007, Mr. Paek practiced law with Sullivan & Worcester LLP as an Associate, assisting in state tax litigation matters and providing state tax consulting services. Prior to 2006, Mr. Paek was a state tax consultant with Ernst & Young LLP and completed a two year rotation through Ernst & Young’s National Tax Department in Washington D.C., assisting with quality control evaluations of technical opinions and the coordination of a national state and local tax consulting practice. Mr. Paek graduated magna cum laude from Georgia State University with a Bachelor of Arts in English Literature. Mr. Paek obtained his Juris Doctor from the Georgetown University Law Center and his Masters of Law in Taxation from Boston University. Mr. Paek’s experience and status as a licensed attorney brings to the board valuable legal and tax expertise.

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THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE FOUR DIRECTOR NOMINEES LISTED ABOVE FOR ELECTION AS A DIRECTOR.

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DIRECTORS CONTINUING IN OFFICE

Set forth below is information about each of our continuing directors, including his or her experience and qualifications, each of the positions and offices he or she holds with the Company, his or her term of office as a director, and all periods during which he or she has served as a director of the Company.

Directors Whose Terms Expire in 2026

Nack Y. Paek. Mr. Paek is a founder of the Bank, the Chairman of the board of directors and the Chief Executive Officer of the Company, and the Executive Chairman of the Bank. Prior to establishing the Bank in 2006, Mr. Paek was President of a successful SBA service provider, Government Loan Service Corporation, which specialized in originating and servicing SBA loans for banks from 1991 to 2006. Mr. Paek dissolved Government Loan Service Corporation in April 2006 in order to focus his full attention on the success of Metro City Bank. From 1980 to 1990, Mr. Paek was a sole owner of the local CPA firm of Nack Y. Paek, P.C., with its clientele being predominantly members of the Asian immigrant communities. In addition, Mr. Paek was a founding director of Summit Bank Corporation in 1987, where he served as Chairman of the board from 1992 to 1994 and also Chairman of the Audit Committee. Mr. Paek was also the internal audit director of Continental Insurance Companies in the Southern region of the U.S. from 1974 to 1980. From 2002 to 2016, Mr. Paek served as Chairman of the board of directors of the Center for Pan-Asian Community Services, Inc. (CPACS), the largest nonprofit community service organization geared to help Asian immigrants to settle and adjust in the Atlanta metropolitan area. In the early 1990’s, Mr. Paek also served as a member of U.S. Small Business Administration Advisory Council in Georgia. Mr. Paek obtained his Bachelor of Science Degree from College of Commerce, Seoul National University and a Master’s Degree in Business Administration from Northern Illinois University. Mr. Paek brings an extensive knowledge of our business and our markets gained from his long career leading the Bank and growing our franchise into what it is today. In addition, Mr. Paek provides our board with valuable strategic insight and business management skills gained over the course of his business career owning and leading numerous successful businesses.

Frank Glover. Mr. Glover has served as a director of the Bank and the Company since January 2022. Mr. Glover currently serves as Chief Investment Officer of STG Investments, a family office based in Atlanta, Georgia. In this role, Mr. Glover is responsible for investments in both the public and private markets and other family office administration duties. Mr. Glover previously served as the Senior Director of Retirement Investments at Cox Enterprises, Inc. (“Cox”), a privately held global company headquartered in Atlanta, Georgia, from 2012 until the fourth quarter of 2022. In his role at Cox, Mr. Glover oversaw the Growth Fixed Income, Private Equity, and Real Estate investment portfolios of the pension plan. Mr. Glover also has prior related experience with Delta Air Lines and Seabury Group. Mr. Glover is a member of the board of directors of KIPP Metro Atlanta Schools.  Mr. Glover, a CFA charterholder, received a Bachelor of Science degree from Davidson College and a Masters of Business Administration from the Kellogg School of Management at Northwestern University. Mr. Glover’s experience as an institutional investment specialist brings to the board valuable expertise in finance and investment management.

William J. Hungeling. Mr. Hungeling is the Chairman of our Audit and Compliance Committee and has served as a board member since November 2020. Mr. Hungeling is a certified public accountant and managing shareholder of Hungeling CPA, PC, a public accounting firm located in metropolitan Atlanta. Mr. Hungeling has been with Hungeling CPA, PC since 1994 and has been the managing shareholder since 2015.  Mr. Hungeling has been a member of the American Institute of Certified Public Accountants and Georgia Society of Certified Public Accountants for over 20 years. He has served as a board member of the Atlanta Conference of the St. Vincent de Paul Society and was a founding board member of the Old Fourth Ward Business Association and the Hope-Hill Elementary Foundation. Mr. Hungeling received a Bachelor of Arts degree from the University of Notre Dame and a Master’s Degree in Taxation from Georgia State University. Mr. Hungeling’s public accounting experience assisting his broad cross-section of business clients with maintaining GAAP-based financial statements and complying with ever-changing governmental regulations brings valuable experience to the board.

Francis Lai. Mr. Lai has served as a director of the Bank since 2010 and a director of the Company since the Company’s inception in 2014. Mr. Lai, a native of Malaysia, is currently the managing member of Goldfield Capital, LLC, an operator of commercial real estate ventures, a position he has held since 1996. Prior to 1984, Mr. Lai worked with Hock Hua Bank Berhad in Sabah, Malaysia and was a director of Summit Bank Corporation from 1984 to 2007. Mr. Lai previously served on the board of directors of the Chamblee Chamber of Commerce. Mr. Lai earned an Associate’s Degree in Arts from the University of the State of New York, and B.A. in Economics and M.B.A. degrees from Mercer University in Atlanta, Georgia. Mr. Lai’s commercial real estate background and his prior experience as a bank director provides the board with valuable experience and insight into commercial real estate trends

Directors Whose Terms Expire in 2027

Farid Tan. Mr. Tan is the President of the Company and the Chief Executive Officer of the Bank, and has over 40 years of banking experience. Mr. Tan also served as the Chief Financial Officer of the Company and the Bank from July 2019 to October 2021. Mr. Tan joined the Executive Training Program for Bank Bumiputra Malaysia, a Malaysian bank owned by the Malaysian government, in 1981 where he served in a number of positions both in Malaysia and in New York, including Senior Account Officer, Senior Internal Audit Supervisor, and Senior Foreign Exchange Dealer. He was promoted to Assistant General Manager in 1993, a position that he held for six years before leaving in 1999 to become the Senior Credit Officer for Global Commerce Bank, a local community bank in Doraville, Georgia. He was President and Chief Executive Officer of Global Commerce Bank from 2002 to 2005 before leaving to become President and Chief Executive Officer of Metro City Bank, which opened in early 2006. Mr. Tan was educated at Polytechnic Ungku Omar, Malaysia where he received a diploma in accounting. Mr. Tan is currently serving as a member of the FDIC’s MDI Subcommittee of the Advisory Committee on Community Banking. Mr. Tan previously served as a member of CFPB’s Community Bank Advisory Council from September 2013 to April 2015 and as a member of the ICBA Minority Bank Council from April 2015 to April 2016. Mr. Tan was a member of the Association of Cambiste International (ACI) and the Financial Market Association, Malaysia and USA. Mr. Tan is fluent in Mandarin, Malay, and English. Mr. Tan provides the board his vast experience in community, regional and international banking that covers financial operations, audit, retail banking, mergers and acquisitions, loan syndication, foreign exchange trading, security investment, strategic planning and portfolio management. Additionally, he provides an overall perspective of all facets of the Company’s business, financial condition and strategic direction.

Don T.P. Leung. Mr. Leung is the Vice Chairman of our board and has served as a director since the inception of the Bank in 2006. Mr. Leung served as the Managing Member of Light Efficient Depot, LLC, an operator in energy efficient commercial lighting, from February 2012 to June 2015. Prior to his role with Light Efficient Depot, LLC, Mr. Leung established and managed an apparel company that developed private label apparel for 23 years. Mr. Leung graduated from University of Central Lancashire in United Kingdom with a degree in Marketing. Mr. Leung’s experience as managing member of Light Efficient Depot, LLC has given him leadership experience and business acumen that is beneficial to our board, especially as the Chairman of the Bank’s Credit Risk Management Committee.

Ajit A. Patel. Mr. Patel is the Chairman of our Compensation Committee and has served as a board member since the founding of the Bank in 2006. Mr. Patel is the Managing Member of Amrit & Sons I, LLC and Relax Hospitality, LLC, positions he has held since 1999 and 2010, respectively, and he is also an owner and operator of two hotels in Pensacola, Florida. He currently serves on the Days Inn Advisory Council and was elected to their Board of Directors in 2017 and currently serves as the Board Chairman. He also served as a director and treasurer of Visit Pensacola, Inc. from 2014 to 2016. In addition, he worked as a financial consultant at the Ayco Company from 1993 to 1997. Mr. Patel was educated in London at the City University where he graduated with honors in Economics and Accountancy. He also received a Master’s Degree in Taxation from Georgia State University. Mr. Patel’s extensive experience as a managing member of two commercial real estate companies brings to our board strategic and operational depth and experience as well as valuable perspective in the hospitality industry.

RETIRING DIRECTOR

Sam Sang-Koo Shim. Mr. Shim has served as a board member since the founding of the Bank in 2006. Mr. Shim is a certified public accountant, certified valuation analyst, and a certified government finance manager who owns and is the President of SKS Consulting, Inc., a CPA consulting firm that he founded in 2002. Prior to founding SKS Consulting, Inc., Mr. Shim served in the Bureau of General Accounting for the State Government of Illinois for 23 years, where he retired as Chief of the Bureau of General Accounting. Mr. Shim graduated from the Business School of Seoul National University, Korea, and received a Master’s Degree in Business Administration from Northern Illinois University and an M.S. Degree in Business from the University of Wisconsin at Madison. Mr. Shim is active in the Illinois CPA Society and American Institute of CPA Society, and National Association of Certified Valuation Analysts. Mr. Shim’s experience as a CPA, certified valuation analyst and a certified government finance manager brought to our board over 25 years of experience in accounting and valuation, as well as experience in executive management. On March 19, 2025, Mr. Shim notified the Company and the Bank of his decision to resign as a member of the board of directors of the Company and the Bank, effective as of May 31, 2025. As a result, Mr. Shim will also be resigning as a member of the Company’s Audit and Compliance, Compensation and Nominating and Governance Committees. Mr. Shim’s decision to resign is not the result of any disagreement with the Company or its management on any matter relating to the Company’s operations, policies or practices.

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CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

Overview

We are committed to having sound corporate governance principles, which are essential to running our business efficiently and maintaining our integrity in the marketplace. We understand that corporate governance practices change and evolve over time, and we seek to adopt and use practices that we believe will be of value to our shareholders and will positively aid in the governance of the Company. We will continue to monitor emerging developments in corporate governance and enhance our policies and procedures when required or when our board of directors determines that it would benefit us and our shareholders.

Director Qualifications

We believe that our directors should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad experience at the policy-making level in areas relevant to our business. They should be committed to enhancing shareholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on their own unique experience. Each director must represent the interests of all shareholders. When considering potential director candidates, our board of directors also considers the candidate’s independence, character, judgment, diversity of background, age, skill-sets, financial literacy, specific business background and global or international experience in the context of our needs and those of the board of directors. Our board of directors’ priority in selecting board members is the identification of persons who will further the interests of our shareholders through his or her record of professional and personal experiences and expertise relevant to our growth strategy. The following matrix depicts the diversity of experience of our board of directors.

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Director Independence

Under the rules of the Nasdaq Stock Market, independent directors must comprise a majority of our board of directors. The rules of the Nasdaq Stock Market, as well as those of the SEC, also impose several other requirements with respect to the independence of our directors.

Our board of directors has evaluated the independence of its members based upon the rules of the Nasdaq Stock Market and the SEC. Applying these rules, our board of directors has affirmatively determined that, with the exception of Messrs. Nack Paek, Farid Tan, Howard Kim, John Paek and Frank Glover, each of our current directors is an independent director, as defined under the applicable rules. The board determined that Messrs. N. Paek, Tan and Kim each do not qualify as an independent director because they are all executive officers of the Company and/or the Bank. The board also determined that Messrs. Glover and J. Paek do not qualify as independent directors because they are the son and son-in-law, respectively, of the Chairman of the board, Mr. Nack Y. Paek.

Board Leadership Structure

The Company is committed to strong board leadership. Our governance framework provides the board with flexibility to select the appropriate leadership structure for the Company. In making leadership structure determinations, the board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s shareholders. The boards of directors of the Company and the Bank are comprised of the same individuals. Mr. Paek has been the Chairman of our board of the Bank since 2006 and Chairman of the board and the Chief Executive Officer of the Company since its inception in 2014. Mr. Paek’s primary duties are to lead our board of directors in establishing our overall vision and strategic plan and to lead our management in carrying out that plan. Mr. Tan has served as the Chief Executive Officer of the Bank since the Bank began its operations in 2006. The day-to-day operations of the Bank are managed by Mr. Tan, subject to the authority and direction of the Bank’s board of directors. Our board of directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the board. Our board of directors endorses the view that one of its primary functions is to protect shareholders’ interests by providing independent oversight of management, including the Chief Executive Officer. However, after careful consideration, the board of directors does not believe that mandating a particular structure, such as designating an independent lead director or having a separate Chairman of the board and Chief Executive Officer, is necessary to achieve effective oversight. As a result, our board of directors has not designated an independent lead director nor has it designated a separate Chairman of the board and Chief Executive Officer. Seven of the board’s current twelve directors have been determined by our board of directors to be independent under the listing standards of the Nasdaq Stock Market. All directors, including the Chairman of the board, are bound by fiduciary obligations imposed by law to serve the best interests of the shareholders. Accordingly, separating the offices of Chairman of the board and Chief Executive Officer would not serve to materially enhance or diminish the fiduciary duties of any director.

From time to time, the board leadership structure will be re-evaluated to ensure that it continues to be the most effective approach in serving the Company’s goals. In addition, to further strengthen the oversight of the full board of directors, our outside directors hold executive sessions at which only outside directors are present. The executive sessions are scheduled in connection with regularly scheduled board meetings, which occurs at least four times a year.

Non-Management Executive Sessions

In order to give a significant voice to our non-management directors, the Company holds executive sessions of our outside directors. Our board believes this is an important governance practice that enables the board to discuss matters without management present. Our outside directors are given the opportunity to meet in executive session following each regularly scheduled board meeting. Our outside directors meet separately from the other directors in regularly scheduled executive sessions at least four times annually, and at such other times as may be deemed appropriate by the Company’s outside directors. Nack Y. Paek, the Chairman of the board, presides at all executive sessions of the outside directors, and sets the agenda for such executive sessions. Any outside director may call an executive session of outside directors at any time. The outside directors met four times in executive session in 2024.

Risk Management and Oversight

The board of directors has ultimate authority and responsibility for overseeing our risk management. The board of directors monitors, reviews and reacts to material enterprise risks identified by management. The board receives specific reports from executive management on financial, credit, liquidity, interest rate, capital, operational, legal compliance and reputation risks and the degree of exposure to those risks. The board helps ensure that management is properly focused on risk by, among other things, reviewing and discussing the performance of senior management and business line leaders. Board committees have responsibility for risk oversight in specific areas. The Audit and Compliance Committee oversees financial, accounting and internal control risk management policies, and also oversees the risk and compliance programs, adherence to management policies and procedures, compliance with regulatory requirements and information technology strategies and activities. The Compensation Committee assesses and monitors risks in our compensation program. The Nominating and Governance Committee oversees the nomination process and evaluation of the board and is responsible for overseeing our corporate governance principles, as well as oversight of our corporate responsibility strategy and reporting. The Credit Risk Management Committee is primarily responsible for credit and other risks arising in connection with our lending activities, which includes overseeing management committees that also address these risks. The Asset

Liability and Liquidity Management Committee monitors our interest rate risk, with the goal of structuring our asset-liability composition to maximize net interest income while minimizing the adverse impact of changes in interest rates on net interest income and capital.

Cybersecurity and Information Security Risk Oversight

Our board recognizes the importance of maintaining the trust and confidence of our customers, clients, and employees, and devotes significant time and attention to oversight of cybersecurity and information security risk. In particular, our board and senior management each receives regular reporting on cybersecurity and information security risk, as well as presentations throughout the year on cybersecurity and information security topics. Our Information Technology Committee also reviews and approves our Information Security Program. Our Information Technology Committee and Information Security Officer reviews cybersecurity and information security as well as steps taken by management to understand and mitigate such risks. Our board received regular updates on cybersecurity and information security risk in 2024 and discussed cybersecurity and information security risks with both the Information Technology Committee and Information Security Officer. For more information on our cybersecurity risk management, strategy, and governance, see “Part I - Item 1C. Cybersecurity” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Board and Committee Self-Evaluation

Our board of directors and board committees undertake a joint evaluation process on a semi-annual basis, using an evaluation questionnaire provided by an independent third party. Each director evaluates his or her own performance, as well as the performance of his or her fellow directors. The evaluations are reviewed by the chairman of the Nominating and Governance Committee, and the aggregated results are shared and discussed by the board as a whole. The evaluation process improves the overall effectiveness of the board and committees by identifying strengths, as well as areas for which additional training may be needed.

Code of Business Conduct and Ethics

Our board of directors has adopted a Code of Business Conduct and Ethics that applies to all of our directors and employees. The code provides fundamental ethical principles to which these individuals are expected to adhere to and operates as a tool to help our directors, officers and employees understand the high ethical standards required for employment by, or association with, our Company. Our Code of Business Conduct and Ethics is available on our website at www.metrocitybank.bank under “Investor Relations – Corporate Governance.” We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website, as well as any other means required by Nasdaq Stock Market rules.

Insider Trading Policy

The Company has adopted an insider trading policy that prohibits directors, officers, employees or any of their immediate family members from purchasing, selling, or offering to purchase or sell, any Company security while in possession of material nonpublic information about the Company. The policy also prohibits such individuals from communicating that information to any other person without the Company’s authorization. As part of the policy, the Company has instituted blackout periods for directors, officers, and certain other employees, and requires pre-clearance of all transactions in any Company security by such persons. A copy of the Company's Insider Trading Policy has been filed as Exhibit 19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Corporate Responsibility Initiatives

Our board of directors is committed to overseeing our corporate responsibility initiatives. We consider corporate responsibility-related matters throughout the organization with a focus on transparency and continuous improvement. Our corporate responsibility initiatives are currently focused on supporting the communities we serve in the areas of affordable housing, community development, and financial education; promoting inclusion and belonging within the Company; and

corporate governance best practices. The Nominating and Governance Committee has taken on the oversight responsibility for corporate responsibility strategy and reporting.

Environmental

We recognize that being a good steward of environmental resources is essential to protect and sustain our environment for those we serve and future generations. We believe operating sustainably creates long-term value for our customers, communities and shareholders through reducing risks, strengthening our communities and helping us meet expectations of our shareholders. In an effort to further enhance our environmental efforts, we have commenced an assessment to identify the issues that represent the most significant opportunities to enhance our environmental initiatives and to mitigate environmental-related risks.

Social

We recognize that our most valuable asset is our people. The Company believes that a workforce that has a diversity of backgrounds, experiences and perspectives fosters an environment where everyone can thrive and be successful. Of the 240 full-time equivalent employees as of December 31, 2024, approximately 82% of the Company’s workforce identify as a female and 94% are persons of color. Included in the 240 full-time equivalent employees are 55 employees who have management roles. Of these 55 management roles, 64% of the managers identify as a female and 89% are persons of color. In addition, we conduct an external pay equity study periodically to ensure that a gender pay gap does not exist.

Our culture emphasizes our longstanding dedication to being respectful to others and having a workforce that is representative of the communities we serve. Diversity of background and inclusion are fundamental to our culture. Our future success depends on our ability to attract, retain and develop employees. Our talent acquisition teams partner with hiring managers in sourcing and presenting a diverse slate of qualified candidates to strengthen our organization. Professional development is a key priority, which is facilitated through our many corporate development initiatives including training programs, corporate mentoring, and educational reimbursement.

As part of our effort to attract and retain employees, we offer a broad range of benefits, including health, dental and vision insurance, life and disability insurance, cell phone reimbursement, educational tuition reimbursement, 401(k) retirement plan, and generous paid time off. We believe our compensation package and benefits are competitive with others in our industry.

The Bank is subject to the Community Reinvestment Act (the “CRA”), under which the appropriate federal banking agency periodically assesses the Bank’s record in meeting the credit needs of the communities it serves, including low and moderate income neighborhoods. The Bank had a rating of  “Satisfactory” in its most recent CRA evaluation. The Bank has a designated CRA officer that monitors the Bank’s compliance under this act.

Governance

The Company believes that strong corporate governance and decision making are the foundation of operating responsibly and necessary for creating long-term shareholder value. Our directors are required to complete training on safety and soundness, bank management/regulation, and board governance and oversight on an annual basis, and receive regular training on cybersecurity, CRA, the Bank Secrecy Act, fair lending, corporate responsibility-related matters, and insider trading throughout the year from our Compliance and IT teams. Our board of directors also review the Company’s entire portfolio of policies in detail every year, to ensure that the policies are accurate and that the Bank is in compliance with policy requirements.

The Company’s Code of Business Conduct and Ethics drives a workplace and workforce that embraces the highest ethical and moral standards. We maintain strong and confidential reporting processes and procedures that support an open and honest environment in an effort to ensure that the highest principles of integrity and inclusion are maintained.

Board Diversity

The Company highly values diversity on our board of directors. We aim to ensure that the composition of the board reflects diversity of race, gender, age, geography, education, and work experience. We believe that a diverse board translates to more effective strategic planning, critical decision making, and creative problem solving, all resulting in a better return for our shareholders.

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Board Meetings

The Company’s board of directors meets at least quarterly, and the Bank board of directors meet monthly. All such meetings are led by our Chairman of the board, Mr. Nack Y. Paek, who is also our Chief Executive Officer. Directors are expected to attend all board meetings, all meetings of committees on which they serve, and the annual shareholders’ meeting. The Audit and Compliance Committee and our independent directors meet at least on a quarterly basis. The Compensation Committee and the Nominating and Governance Committee typically meet at least twice a year.

There were four (4) regular meetings and two (2) special meetings of the board of directors of the Company, twelve (12) regular meetings of the Bank’s board of directors and one (1) joint meeting of the board of directors of both the Company and the Bank, during the fiscal year ended December 31, 2024. The board of directors of the Company and the Bank are comprised of the same individuals. Each director participated in at least 75% or more of the aggregate of (i) the total number of meetings of the board (held during the period for which he or she was a director) and (ii) the total number of meetings of all committees of the board on which he or she served (during the period that he or she served). We expect, but do not require, our directors to attend our annual meeting. Nine of our directors attended the 2024 annual meeting of shareholders.

Committees of the Board

Our board of directors has established standing committees in connection with the discharge of its responsibilities. These committees include the Audit and Compliance Committee, the Compensation Committee, and the Nominating and Governance Committee. Our board of directors also may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and our articles and bylaws.

The following table shows the membership of our board of directors and each standing committee in 2024 and as of the date of this proxy statement:

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Audit and Compliance Committee. The Company has a separately designated standing Audit and Compliance Committee as required by the rules of the Nasdaq Stock Market. During 2024, the Audit and Compliance Committee held thirteen meetings. Our board has adopted a written charter for the Audit and Compliance Committee that sets out the responsibilities, authority and specific duties of the Audit and Compliance Committee, which the board reviews annually. The Audit and Compliance Committee charter is available on the Company’s website at www.metrocitybank.bank under “Investor Relations – Corporate Governance.”

The responsibilities of the Audit and Compliance Committee include the following:

The Committee has the authority, in its sole discretion, to select, retain and terminate (and obtain the advice of) any legal, accounting or other advisers as necessary to assist with the execution of its duties and responsibilities as set forth in the committee charter. The members of the Audit and Compliance Committee are William J. Hungeling (committee chair), Feiying Lu, Ajit Patel, Frank Rhee and Sam Shim. Each member of the Audit and Compliance Committee meets the independence criteria as defined by applicable rules and regulations of the SEC for audit committee membership and is independent and is “financially sophisticated” as defined by the applicable rules and regulations of the Nasdaq Stock Market.

The board of directors has determined that William J. Hungeling has: (i) an understanding of generally accepted accounting principles and financial statements; (ii) an ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (iii) an experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of internal control over financial reporting; and (v) an understanding of audit committee functions.

Therefore, the board determined that William J. Hungeling meets the definition of “audit committee financial expert” under the applicable rules and regulations of the SEC and is “financially sophisticated” as defined by the applicable rules and regulations of the Nasdaq Stock Market. The designation of a person as an audit committee financial expert does not result in the person being deemed an expert for any purpose, including under Section 11 of the Securities Act of 1933, as amended (the “Securities Act”). The designation does not impose on the person any duties, obligations or liability greater than those imposed on any other audit committee member or any other director and does not affect the duties, obligations or liability of any other member of the Audit and Compliance Committee or board of directors.

Compensation Committee. The Company has a separately designated Compensation Committee, which consists entirely of independent directors as defined by the applicable rules and regulations of the Nasdaq Stock Market. During 2024, the Compensation Committee held two meetings. Our board has adopted a written charter for the Compensation Committee, which is available on the Company’s website at www.metrocitybank.bank under “Investor Relations – Corporate Governance.” The Compensation Committee has the following responsibilities:

The Committee has the authority, in its sole discretion, to select, retain and terminate (and obtain the advice of) any compensation adviser, including but not limited to compensation consultants and outside legal counsel, as necessary to assist with the execution of its duties and responsibilities as set forth in the committee charter, but only after taking into consideration all factors relevant to the advisor’s independence from management. In 2024, the Committee did not engage any compensation advisor or consultant. The Committee may delegate its authority to subcommittees or the committee chair when it deems it appropriate and in the best interests of the Company.  The members of the Compensation Committee are Ajit Patel (committee chair), William J. Hungeling, Francis Lai and Sam Shim.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is or was an officer or employee of the Company. In addition, none of our executive officers serves or has served as director or as a member of the compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Nominating and Governance Committee. The Company has a separately designated the Nominating and Governance Committee, which consists of entirely independent directors as defined by the applicable rules and regulations of the Nasdaq Stock Market. During 2024, the Nominating and Governance Committee held two meetings. Our board has adopted a written charter (which is reviewed annually) for the Nominating and Governance Committee, which is available on the Company’s website at www.metrocitybank.bank under “Investor Relations – Corporate Governance.”

The purposes of the Nominating and Governance Committee include the following responsibilities:

The Committee has the authority, in its sole discretion, to select, retain and terminate (and obtain the advice of) any advisors, including but not limited to search firms and outside legal counsel, as necessary to assist with the execution of its duties and responsibilities as set forth in the committee charter.  The members of the Nominating and Governance Committee are Francis Lai (committee chair), Feiying Lu, Ajit Patel and Sam Shim.

Shareholder Candidates. The Nominating and Governance Committee will consider candidates for nomination as a director submitted by shareholders. Although the Committee does not have a separate policy that addresses the consideration of director candidates recommended by shareholders, the board does not believe that such a separate policy is necessary as the Company’s bylaws permit shareholders to nominate candidates. The Committee evaluates individuals recommended by shareholders for nomination as directors according to the criteria discussed above and in accordance with the Company’s bylaws and the procedures. described under “Shareholder Proposals” on page 43 of this proxy statement.

EXECUTIVE OFFICERS

The following table sets forth certain information regarding our executive officers, including their names, ages and positions. The business address for all of these individuals is 5114 Buford Highway, Doraville, Georgia 30340.

The business experience of Messrs. Stewart and Mohdnor (the only executive officers who are also not a director of the Company) is set forth below. Other than Mr. Paek, who is the father of Mr. J. Paek and father-in-law of Mr. Glover, both directors of the Company, no executive officer has any family relationship, as defined in Item 401 of Regulation S-K, with any other executive officer or any of our current directors. There are no arrangements or understandings between any of the officers and any other person pursuant to which he was selected as an officer.

Lucas Stewart. Mr. Stewart has served as our Executive Vice President and Chief Financial Officer of the Company and the Bank since October 2021 and previously served as the Company’s Senior Vice President and Chief Accounting Officer after joining the Company in May 2019. Prior to that, Mr. Stewart served as Vice President and SEC and SOX Reporting Manager at Fidelity Bank from 2014 to 2019. Mr. Stewart also worked as a Director for Mauldin & Jenkins, a regional public accounting firm in Atlanta, GA, from 2004 to 2014 specializing in financial institutions. Mr. Stewart currently serves on the Board of Directors for Campbell Stone, a non-profit organization that provides affordable apartment living and services to senior adults, and serves as its Treasurer and chairman of the Board Finance Committee.  Mr. Stewart has over 20 years of financial institution experience with extensive knowledge in the areas of accounting, SEC and external reporting, financial planning, budgeting, operations, audit, and internal controls. Mr. Stewart received his  Bachelor’s and Master’s degree in Accounting from the University of Alabama.

Abdul Mohdnor. Mr. Mohdnor has served as our Executive Vice President and Chief Compliance Officer of the Company and the Bank since October 2020 and previously served as the Company’s Executive Vice President and Compliance Manager since October 2018 and as the Company’s Senior Vice President and Compliance Officer since the inception of the Bank in 2006. Prior to that, Mr. Mohdnor was Vice President and Compliance Officer at Global Commerce Bank from 2001 to 2005. Mr. Mohdnor has over 25 years of financial institution experience with extensive knowledge of financial institution regulatory compliance. He is responsible for the implementation and supervision of the overall compliance program of the Bank, including all Compliance Risk Management programs encompassing AML/CFT, Sanctions Compliance, Fair Lending, Operations, Strategy, and Administration.  Mr. Mohdnor received his Bachelor’s degree in Business Management from the University of South Alabama, his Master’s degree in Master of Business Administration from Mercer University and his Master’s degree in Juris Master from Florida State University.

PROPOSAL 2. NON-BINDING, ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS

Section 14A(a)(1) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), requires the Company to permit a non-binding advisory vote on the compensation of its executive officers (“NEOs”), as described and presented in the “Executive Compensation” section of this proxy statement, and the accompanying tables and narrative disclosure.

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This proposal, commonly known as a “say-on-pay” proposal, gives the Company’s shareholders the opportunity to endorse or not endorse our executive compensation program and policies through the following resolution:

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“Resolved, that the compensation of the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K located in the “Executive Compensation” section of this proxy statement, and the accompanying executive compensation tables and narrative discussions is hereby approved.”

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Because your “say-on-pay” vote is advisory, it will not be binding upon the board of directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.

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THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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PROPOSAL 3. NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF THE NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act, the Company’s shareholders have the opportunity to vote on how often they believe the advisory vote on compensation paid to the NEOs should be held in the future. Shareholders can advise the board on whether such votes should occur every one year, every two years or every three years.

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After careful consideration, the board has determined that an advisory vote on executive compensation that occurs every two years is the most appropriate alternative for the Company, and therefore the board recommends that you vote for a two-year interval for the advisory vote on compensation paid to the NEOs.

While the board recommends that shareholders vote to hold the advisory vote on frequency of shareholder vote on executive compensation every two years, the voting options are to hold such vote every one year, every two years or every three years. Shareholders may also abstain from voting on this proposal.

The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. The board will take the results of the vote into account when deciding when to call for the next advisory vote on executive compensation. However, because this vote is advisory and not binding on the board in any way, the board may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on compensation paid to the NEOs more or less frequently than the option approved by the Company’s shareholders.

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THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR TWO YEARS” WITH RESPECT TO THE FREQUENCY WITH WHICH THE SHAREHOLDERS WILL VOTE ON THE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS.

EXECUTIVE COMPENSATION

The Company completed an initial public offering of our common stock in October 2019 as an emerging growth company under the Jumpstart Our Business Startups Act of 2012. Our eligibility as an emerging growth company expired on December 31, 2024, which is the last day of the fiscal year following the five year anniversary from the date of our initial public offering. As a result, this proxy statement includes information with respect to our executive compensation program, policies, and practices that would not have been required had we been an emerging growth company, including the Compensation Discussion and Analysis and certain additional compensation tables as set forth below.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the compensation structure, process and implementation for certain named executive officers (“NEOs”) of the Company. Our NEOs consist of the following executive officers: (i) Chief Executive Officer; (ii) Chief Financial Officer.; and (iii) each of the next three most highly compensated executive officers of the Company. The NEOs for 2024 are as follows:

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2024 Executive Compensation Program

Our Executive Compensation Program has three primary elements: base salary, annual short-term cash incentives and annual short-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy.

Base Salary

Base salary serves as the fixed component of our compensation program. The Compensation Committee reviews and adjusts the base salary of Messrs. Paek, Tan and Kim every two years with the last base salary adjustments made effective April 1, 2023. No base salary adjustments were made in 2024. The base salaries for Messrs. Stewart and Mohdnor are determined by the CEO. Messrs. Stewart and Mohdnor both received a 6.5% salary increase in 2024 effective October 1, 2024.

Executive Incentive Bonus Plan

Messrs. Paek, Tan and Kim participate in the Executive Incentive Bonus Plan (the “EIBP”), which provides for both short-term cash and equity incentive (STI) awards. Pursuant to the EIBP, each NEO is eligible to earn an STI award comprised of both a cash payment and a restricted stock grant, based on the achievement of a return on average equity (ROAE) target. If ROAE equals or exceeds 15.0% for 2024, then each NEO is eligible to earn an STI award expressed as a percentage of a total bonus pool (Mr. Paek, 30.0%; Mr. Tan, 30.0%; and Mr. Kim, 25.0%).  The bonus pool is equal to a percentage of the Bank’s net after-tax income (up to a maximum of 10% based on achievement of the ROAE performance goal). For 2024, the Company exceeded the 15.0% ROAE target as actual 2024 ROAE was 16.2%. Therefore, the bonus pool was equal to approximately $6.5 million (10% of net after-tax income), and Messrs. Paek, Tan and Kim were eligible to receive an STI award equal to 30.0%, 30.0%, and 25.0% of the bonus pool, respectively.  The Compensation Committee approved a cash incentive payment to each of Messrs. Paek, Tan and Kim in the amount equal to 200% of their base salary. These cash incentive payments were made in December 2024.

We use ROAE as the metric to determine annual STI payments because it directly links NEO performance to the Company’s financial health and shareholder value, encouraging actions that boost profitability and shareholder returns.  ROAE is calculated as net income divided by average shareholders’ equity.

Messrs. Stewart and Mohdnor do not participate in the Executive Incentive Plan but, instead, are eligible to receive a cash bonus that is paid to all employees annually. In 2024, they received a cash bonus equivalent to two months, or 16.7%, of their base salary. Their cash bonus was paid in December 2024.

The amount remaining in the bonus pool after cash incentive payments are paid to the NEOs will be granted on June1, 2025 in the form of shares of restricted stock using the same allocations as the cash incentive payment (Mr. Paek, 30.0%; Mr. Tan, 30.0%; and Mr. Kim, 25.0%). These restricted shares will vest 25% on the date of grant, and the remaining restricted shares will vest 25% on each of the first three anniversaries of the date of grant, subject to the executive’s continued employment with us on each vesting date, or upon the earlier occurrence of a change of control or the executive’s death or disability.

On June 1, 2024, we granted each of Messrs. Paek, Tan and Kim 34,215, 34,215 and 25,754 shares of restricted stock, respectively. The restricted shares were granted in satisfaction of STI awards that were earned in 2023 in excess of 150% of the NEO’s base salary.

Messrs. Stewart and Mohdnor received restricted stock grants in 2024 based upon Mr. Paek’s recommendation to the Compensation Committee. On June 1, 2024, we granted each of Messrs. Stewart and Mohdnor 913 and 710 shares of restricted stock, respectively. The restricted shares vested 25% on the date of grant, and the remaining restricted shares will vest 25% on each of the first three anniversaries of the date of grant, subject to the executive’s continued employment with us on each vesting date, or upon the earlier occurrence of a change of control or the executive’s death or disability

Executive Compensation Policies

Prohibitions on Hedging

The Company prohibits all directors, officers and employees from engaging in speculative trading and hedging shares of Company securities. This includes prohibitions against short-selling Company securities and transactions in any derivative of Company securities, including buying and writing options. Directors, officers and employees are restricted from buying Company securities on margin or using Company securities as collateral for a loan. Additionally, the Company’s Insider Trading Policy prohibits trading for directors, officers and certain employees during designated blackout periods and requires approval by the Company’s Compliance Officer or Chief Financial Officer prior to any trade.

Clawback Policy

The Company maintains a clawback policy that complies with the applicable listing standards of the Nasdaq Stock Market and Rule 10D-1 under the Securities Exchange Act of 1934. In the event of a restatement of the reported financial results of the Company due to material non-compliance with financial reporting requirements, the Compensation Committee will recover reasonably promptly the amount of all erroneously awarded compensation received by an executive officer during the covered period (within the meaning of such terms as provided in the Nasdaq listing standards).

Equity Grant Practices

For the amount remaining in the total bonus pool after cash incentive payments are made to the NEOs, restricted stock will be grandted to the NEOs in 2025 using the same allocations as the cash incentives (Mr. Paek, 30.0%; Mr. Tan, 30.0%; and Mr. Kim, 25.0%). These restricted shares will vest 25% on the date of grant, and the remaining restricted shares will vest 25% on each of the first three anniversaries of the date of grant, subject to the executive’s continued employment with us on each vesting date, or upon the earlier occurrence of a change of control or the executive’s death or disability.

Delinquent Section 16(a) Reports

Section 16(a) of the 1934 Act requires the Company’s directors and certain officers, as well as persons who beneficially own more than 10% of the outstanding shares of Common Stock, to file reports regarding their initial stock ownership and subsequent changes to their ownership with the SEC. To our knowledge, based solely on a review of copies of these reports and written representations from directors and executive officers, we believe that all Section 16 filing requirements were met during the fiscal year ended December 31, 2024, except that Mr. Abdul Mohdnor inadvertently failed to file on a timely basis a Form 3 with respect to his holdings of Company stock as of December 31, 2024.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management, and based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Respectfully submitted by the members of the Compensation Committee of the Board of Directors:

Ajit Patel (Chairman)

William J. Hungeling

Francis Lai

Sam Shim

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The foregoing report of the Compensation Committee does not constitute soliciting material and shall not be deemed to be filed or incorporated by reference into any other Company filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates this report by reference therein.

Summary Compensation Table

The following table sets forth information concerning the compensation paid to our named executive officers during our fiscal years ended December 31, 2024, 2023 and 2022.

2024 Grants of Plan-Based Awards

The following table contains information about the NEOs’ plan-based awards during 2024.

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Outstanding Equity Awards at 2024 Fiscal Year-End

Option Exercises and Stock Vested in 2024

The following table provides information regarding options exercised by and restricted stock vested for the NEOs during the fiscal year ended December 31, 2024.

Potential Termination Payments and Benefits

We are party to an employment agreement with each of Messrs. Paek, Tan and Kim, which provide for certain severance and change of control arrangements that will require the Company to provide payments in certain scenarios. All three employment agreements include the same terms. The material terms of these employment agreements are summarized below.  We are not party to an employment agreement with either of Messrs. Stewart or Mohdnor.

Term and Compensation. Each of the employment agreements with Messrs. Paek, Tan and Kim provides for initial 3-year term that expired on August 21, 2022, but automatically renews for additional one-year periods unless either party gives notice to the other of its intent not to renew the agreement within sixty days prior to the renewal date. The employment agreements provide for an annual base salary and participation in all incentive, savings, retirement, and welfare benefit plans generally made available to our senior executive officers. Each of the executives has an opportunity to earn an annual cash bonus based upon performance criteria established from time to time by the board.

Payments to Exeutives Upon Termination of Employment. The rights and obligations of the Company and Messrs. Paek, Tan and Kim in the event of such terminations are set forth as follows:  

Restrictive Covenants. Each of the employment agreements with Messrs. Paek, Tan and Kim contains confidentiality, non-competition and employee non-solicitation covenants that apply during the executive’s employment with us and for one year after his termination of employment.

Summary of Potential Termination Payments and Benefits

The following table describes the potential payments and benefits that would have been payable to the NEOs under our existing plans and agreements, assuming (1) a termination of employment, and/or (2) a change in control occurred, in each case, on December 31, 2024. The closing market price of the Company’s common stock on that date was $31.95 per share. None of the NEOs would be eligible for any of these payments if they were terminated for cause.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship between the annual total compensation of our employees and that of Nack Y. Paek, our CEO.

The median 2024 annual total compensation of all employees of the Company (other than our CEO) was $66,813, and the 2024 annual total compensation of our CEO was $2,274,100. Based on this information, for 2024, the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees was 34.0.

We identified our median employee based on the 2024 total gross earnings for all employees, excluding our CEO, who were employed by us as of December 31, 2024. We believe the use of total gross earnings is a consistently applied compensation measure in that it captures all of the components of earnings for all of our employees. We included full-time and part-time employees and annualized earnings for those employees who joined us during the year. After identifying the median employee based on total gross earnings, we calculated the annual total compensation for our median employee using the same methodology we use for our NEOs as set forth in the Summary Compensation Table above.

Pay Versus Performance

Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (or “CAP”) to the Company’s chief executive officer (“CEO”) and non-CEO named executive officers (the “Non-CEO NEOs”) and certain aspects of the financial performance of the Company. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see our Compensation Discussion & Analysis. We have excluded Messrs. Stewart and Mohdnor from our pay versus performance disclosures below since they do not participate in the Executive Compensation Program that is maintained and mornitored by the Compensation Committee.

The following table summarizes the compensation of our CEO and other NEOs for each of the fiscal years ending December 31, 2024, 2023 and 2022. Note that for our NEOs other than our chief executive officer, compensation is reported as an average.