Metropolitan Bank Holding Corp. (MCB) Earnings Call Transcript & Summary

Good morning. I am Bill Reinhardt, Chairman of the Board of Metropolitan Bank Holding Corp. On behalf of the directors and officers of Metropolitan Bank Holding Corp. and Metropolitan Commercial Bank, let me welcome you and express my appreciation to you for your interest in our company and participation in this virtual meeting today. I also want to take the opportunity on behalf of the Board of Directors of Metropolitan Holding Corp. to thank our dedicated employees and management team for your continued diligence and professionalism. Once again, the environment for the banking industry has been difficult. Regional banks attracted much of this negative news and our bank is also within this classification. The sound structure of our balance sheet with solid liquidity enabled us to navigate through March madness and the additional disruptions and come out strong and able to fund additional business. Mark DeFazio, President and CEO, has made sure the bank is structured to withstand any market stress. He's done this effectively for the past 24 years. I will now turn the meeting over to Mark, President and CEO and member of the Board of Directors who have chaired this meeting.

Thank you, Bill, and good morning, everyone. As I wrote to you all in our annual report, I take pride in the stability and consistency that the bank has offered to what can only be described as a dynamic and challenging environment, and I believe we are well positioned for continued success. I would like to introduce you to other members of the Board of Directors who are online for this meeting. In addition to me and Bill Reinhardt, the Chair of the Board -- the Board is comprised of Anthony Fabiano, Dale Fredston, David Gold, Harvey Gutman, Terence Mitchell, Chaya Pamula, Bob Patent, Maria Fiorini Ramirez, Katrina Robinson and George Wolf. I want to thank you all for your dedication to the company and invaluable guidance to me and the management team. We also have several members of the executive team present for this meeting, including Dan Dougherty, our Chief Financial Officer; and Frederik Erikson, our General Counsel. If you need access to our proxy statement and annual report, links to these documents are available through the virtual meeting platform. You will also find a copy of the rules of conduct for this meeting on the virtual meeting platform. If you are having technical difficulties or require additional support, please call (888) 724-2416 for assistance. You may submit written questions at any point today by clicking on the message icon in the upper left portion of the meeting screen. Subject to the rules of conduct, we will address questions that relate to one of the proposals raised at this meeting at the appropriate time during the meeting. We will then address questions of a general nature about our company towards the end, following the completion of the formal business of the meeting. As outlined in the proxy statement, the principal business of this meeting is the election of 4 director nominees, ratification of the appointment of Crowe LLP as the independent registered public accounting firm for 2024, approval on a nonbinding advisory basis of the compensation of the company's named executive officers for 2023 and approval of the amended and restated 2022 equity incentive plan. At this time, I would like to introduce our Corporate Secretary, Zachary Levine, to take us through some housekeeping necessary for our corporate records.

Thank you, Mr. DeFazio. I have a duly signed affidavit stating that notice has been mailed to each stockholder of Metropolitan Bank Holding Corp. as of April 4, 2024, the record date for determining stockholders entitled to notice and to vote at this annual meeting. The Board has duly adopted resolutions providing for the meeting to be held at this time by means of remote communication, fixing the record date and directing that notice be given as provided in the bylaws. I also confirm that there are no proposals for business at this meeting that are not otherwise described in the proxy statement. In addition, I have here a report from Ms. Kayla Walsh, the Inspector of Elections for this meeting and a representative of Computershare, Metropolitan Bank Holding Corp.'s transfer agent, confirming that we have a quorum present for this meeting. There were 11,191,958 shares of common stock issued and outstanding as of the April 4, 2024 record date. The proxy committee of the Board is acting as proxy and representative of the holders of record of 9,844,274 shares of common stock of the company.

Thank you. The Corporate Secretary has been directed to file a copy of the notice and the affidavit after the mailing as well as the report of Inspector of Election with the minutes for this meeting. Based on the reports of the Corporate Secretary and the Inspector of Election, proper notice has been given and a quorum is present. Accordingly, this meeting is duly convened. It is 9:05 a.m., and the poll for voting on all matters is open. I intend to present each of the matters to be voted on at this meeting in turn and allow questions to be asked for each. At the conclusion of the presentation of each item, I will allow time for stockholders to vote online before closing the polls. You may submit questions online by clicking the message icon on the upper left portion of the meeting center screen. The first proposal is for the election of 4 director nominees, each of whom will be elected to serve for a 3-year term. All of the nominees are presently directors of Metropolitan Bank Holding Corp. and Metropolitan Commercial Bank. Additional information concerning the principal occupations of the nominees, their service with Metropolitan Bank Holding Corp. and the bank and other matters that may be of interest are contained in the proxy statement starting on Page 6. I will now respond to any questions. I see that there are no questions. The second proposal is the ratification of the appointment of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024. A representative of Crowe LLP is available to answer any questions related to their engagement. I will now respond to any questions. Seeing no questions, I will continue to the third proposal. The third proposal is the approval on a nonbinding advisory basis of the compensation of the company's named executive officers for 2023. I will now respond to questions. Seeing there are no questions, I will continue to the fourth proposal. The fourth proposal is for the approval of the amended and restated 2022 equity incentive plan to increase the number of shares available for award. You can find additional details regarding the proposal starting on Page 57 of the proxy statement. I will now respond to questions. Polls are about to close. Stockholders who wish to vote at this time should do so by clicking on the appropriate link on the virtual meeting platform. If you have already voted, there is no need for you to recast your vote; however, if you have not yet voted or wish to change your vote, you may do so at this time. [Voting]

It is 9:08 a.m., and I declare that the polls are now closed. While we wait for the voting results to be tabulated, I will pause to answer any questions of a general nature related to our company that have been submitted through the virtual meeting platform. There being no other questions, I will review the voting results. Each of the directors nominated by the Board have been duly elected, the appointment of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, has been ratified. The compensation of the company's named executive officers for 2023 has been approved on a nonbinding advisory basis and the amended and restated 2022 equity incentive plan has been approved. The Corporate Secretary has been directed to maintain the votes and the oath and certificate and report of Inspector of Election with the records of the company. There being no further business for the annual meeting, I want to thank all of you for participating today and for the interest you have shown in the affairs of the company. The 2024 Annual Meeting of Stockholders is hereby adjourned.

This concludes the meeting. You may now disconnect.