Metropolitan Bank (MCB) Proxy filing summary

Executive summary

• Annual Meeting scheduled for April 29, 2026, to be held virtually, with voting instructions provided for all shareholders.

• Shareholders will vote on four directors, a non-binding say-on-pay proposal, ratification of the external auditor, and approval of a new Employee Stock Purchase Plan (ESPP).

• Board unanimously recommends voting in favor of all proposals and director nominees.

Voting matters and shareholder proposals

• Four directors nominated for three-year terms: Anthony J. Fabiano, Robert C. Patent, Maria Fiorini Ramirez, and William Reinhardt.

• Advisory vote on executive compensation for 2025 (say-on-pay).

• Ratification of Crowe LLP as independent registered public accounting firm for 2026.

• Approval of the 2026 Employee Stock Purchase Plan, designed to enhance employee retention and align interests.

Board of directors and corporate governance

• Board consists of 12 members, divided into three classes with staggered three-year terms.

• Emphasis on diversity: 33% female, 25% racially/ethnically diverse, and a mix of tenures.

• Recent governance enhancements include increased director stock ownership requirements, expanded clawback policy, and succession planning improvements.

• Board leadership transitioned to Anthony J. Fabiano as independent Chair in September 2025.

• Board and committee self-evaluations conducted annually, with third-party facilitation and ongoing director education.