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

Hello, and welcome to the 2025 Annual Meeting of Stockholders of Metropolitan Bank Holding Corporation. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Anthony Fabiano, member of the Board. The floor is yours.

Thank you. Good morning. I'm Tony Fabiano, a member of the Board of Metropolitan Bank Holding Corp. On behalf of the directors and the 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 your participation in this virtual meeting today. I also want to take this opportunity on behalf of the Board of Directors of Metropolitan Bank Holding Corp. to thank our dedicated employees and the management team for their continued diligence and professionalism. I will now turn the meeting over to Mark DeFazio, President and CEO and a member of the Board, who will chair this meeting.

Thank you, Tony, and good morning, everyone. As I wrote to you all in our annual report 2024 was a year focused on fortifying the bank's foundation to support continued and sustainable growth. We advanced significant strategic measures to prepare the bank for the future, ensuring we continue to be a reliable financial partner for our clients while delivering value to our shareholders. Our financial performance in 2024 and so far in 2025 reflects this approach, disciplined risk management, a robust balance sheet, and a steadfast commitment to consistent profitability. We increased net interest margin, maintained credit quality and reinforced our position as a leader in commercial banking. At this time, 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 Tony Fabiano, the Board is comprised of Bill Reinhardt, who is the Chair of the Board; Dale Fredston; David Gold; Harvey Gutman; Terence Mitchell; Chaya Pamula; Bob Patent; Maria Fiorini Ramirez; and Katrina Robinson and George Wolf. I want to thank you all for your dedication to the company and invaluable guidance to me and 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 to access 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. [Operator Instructions]. 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 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, the approval of a nonbinding advisory basis of the compensation of the company's named executive officers for 2024, the ratification of the appointment of Crowe LLP as independent registered public accounting firm for 2025 and the approval and amendment 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 the administrative items that need to be covered 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 3, 2025, 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 11,066,236 shares of common stock issued and outstanding as of the April 3, 2025, record date. The proxy committee of the Board is acting as proxy and representative of the holders of record of 10,201,193 shares of the common stock of the company.

Thank you. The Corporate Secretary has been directed to file a copy of the notice and the affidavit as to 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. [Operator Instructions]. 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 length of 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 2. Seeing no questions, I will continue to the second proposal. The second proposal is for the approval on a nonbinding advisory basis of the compensation of the company's named executive officers. Seeing no questions, I will continue to the third proposal. The third proposal is the ratification of the appointment of Crowe LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025. A representative of Crowe LLP is available online to answer any questions related to the engagement. Seeing no question, I will continue to the fourth proposal. The fourth proposal seeks to approval of an amendment to the amended and restated 2022 equity incentive plan to increase the number of shares available for award thereunder. You can find additional detail regarding the proposal starting on Page 59 of the proxy statement. The 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 the polls are now closed. While we wait for voting results to be tabulated, I will pause to answer any questions of general nature related to the 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 and the advisory vote of the compensation of the company's named executive officers for 2024 did not receive the affirmative vote of a majority of the votes cast. The appointment of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, has been ratified and the amendment to the amended and restated equity incentive plan has been approved. The Corporate Secretary has been directed to maintain the votes and the certificate and report of the inspector of the election with 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 MCB. The 2025 Annual Meeting of Stockholders is hereby adjourned.

This concludes the meeting. You may now disconnect.