MetroCity Bankshares (MCBS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 22, 2025, at the main office in Doraville, Georgia, with shareholders of record as of April 1, 2025, eligible to vote.

• Shareholders can vote on four main proposals: election of directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, and ratification of the external auditor.

• The board recommends voting for all director nominees, for executive compensation, for a two-year frequency on say-on-pay, and for the ratification of Crowe LLP as auditor.

Voting matters and shareholder proposals

• Four director nominees are up for election: three for three-year terms and one for a two-year term.

• Advisory votes include approval of executive compensation and the frequency of future say-on-pay votes, with the board recommending every two years.

• Ratification of Crowe LLP as the independent registered public accounting firm for 2025 is proposed.

• Shareholder proposals for the 2026 meeting must be received by December 16, 2025, to be included in proxy materials.

Board of directors and corporate governance

• The board consists of 12 members divided into three classes, with a mix of executive and independent directors.

• Board diversity is emphasized, with 82% of employees and 94% of management identifying as persons of color.

• Committees include Audit and Compliance, Compensation, and Nominating and Governance, all with independent chairs.

• The board holds regular executive sessions and conducts semi-annual self-evaluations.