8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 25, 2021

METROPOLITAN BANK HOLDING CORP.

(Exact name of the registrant as specified in its charter)

New York	001-38282	13-4042724
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

99 Park Avenue
New York, New York	10016
(Address of principal executive offices)	(Zip Code)

(212) 659-0600

(Registrant’s telephone number)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MCB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 25, 2021, David M. Gavrin announced his retirement as a director of the Board of Directors of Metropolitan Bank Holding Corp. (the “Company”) and its wholly owned subsidiary, Metropolitan Commercial Bank (the “Bank”), effective as of December 31, 2021.

On October 25, 2021, Chaya Pamula and Katrina Robinson were appointed as members of the Boards of Directors of the Company and the Bank. Neither Ms. Pamula nor Ms. Robinson are a party to any transaction with the Company or the Bank that would require disclosure under Item 404(a) of Regulation S-K.

A copy of a press release announcing the appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 27, 2021
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	METROPOLITAN BANK HOLDING CORP.
Dated: October 27, 2021	By:	/s/ Mark R. DeFazio
		Mark R. DeFazio
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

For Immediate Release

Metropolitan Bank Holding Corp. and Metropolitan Commercial Bank Appoint Two New Board Members

(Chaya Pamula and Katrina Robinson Join Boards of Directors)

NEW YORK, N.Y. — October 27, 2021 — Metropolitan Bank Holding Corp. (NYSE: MCB) (the “Company”) and its wholly-owned subsidiary Metropolitan Commercial Bank (the “Bank”) announced that Chaya Pamula and Katrina A. Robinson were appointed to the Boards of Directors of both the Company and the Bank effective October 25, 2021. Ms. Pamula is an accomplished technologist, philanthropist and entrepreneur, and Ms. Robinson is a trust company CEO.

A critical component of Metropolitan Commercial Bank’s strategic plan “to remain a top-tier performing commercial bank over the next decade” relies on bench strength, subject matter expertise and succession planning of the Bank’s leadership, including both its directors and senior management.

The impressive academic backgrounds and professional accomplishments of both Ms. Pamula and Ms. Robinson align with the Company’s core client base and its footprint in the global payments sector.

David Gavrin Retirement

David Gavrin, a founding director and former Chairman of the Board of the Company, announced his retirement, effective December 31, 2021 to spend more time with his family and pursue the philanthropic endeavors he is so very passionate about.

“David’s unwavering commitment, contributions and leadership during his 20 plus years at Metropolitan Commercial Bank is nothing less than remarkable. He will be missed by more than a few,” commented Mark DeFazio, President and Chief Executive Officer of the Company.

“Since our founding in 1999, the banking industry and MCB have faced unprecedented challenges. As a young CEO facing those challenges, I had the good fortune to have David alongside me as a mentor, friend, and confidant. A true partner, David has been invaluable to this Bank and to me. Each shareholder, old and new, owe him a debt of gratitude as his thumbprint is on the sustainable success of MCB and the shareholder value that grew alongside that success,” continued Mr. DeFazio.

“I will miss David’s counsel and friendship, as will others at MCB. The entire MCB family and I wish David Godspeed, and we are excited that he will have more time to focus on what he loves and cares deeply about – family and helping others,” Mr. DeFazio concluded.

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Upon the retirement of Mr. Gavrin, the addition of Mses. Pamula and Robinson will increase the size of both the Company’s Board of Directors and the Bank’s Board of Directors to 12 members.

About Chaya Pamula

Ms. Pamula is co-founder, President and CEO of PamTen Inc. and founder of SheTek and SOFKIN. She has over 25 years of information technology experience and has led many productivity initiatives that involved business process improvement, business transformation/re-engineering and IT portfolio optimization.

PamTen provides technology information services to a diverse set of clients. The company has been ranked as an Inc. 5000 company and is a certified Minority and Women-owned Business Enterprise (MWBE). SOFKIN is a non-profit organization that creates loving and caring homes for needy and underprivileged children in the United States and India. SheTek is a not-for-profit organization with a mission to increase the percentage of women represented in the technology industry by creating a pipeline of talent that is highly skilled and job ready.

In addition, Ms. Pamula is on the board of various industrial associations and a welcomed speaker at many technology and social change events around the world and has received numerous awards for her philanthropy and entrepreneurship.

“Ms. Pamula’s vast experience in the technology industry, coupled with her not-for-profit dedication, makes her an ideal addition to our Board of Directors,” said Mr. DeFazio.

“I am honored to join the board of Metropolitan Commercial Bank. The Bank is at the forefront of financial services facilitating its clients’ success through high quality services enabled by innovative technological solutions. I look forward to contributing my expertise in technology, entrepreneurship, and my philanthropic passions to this great institution,” said Ms. Pamula.

About Katrina Robinson

Ms. Robinson is the CEO and Director of the Board of Teton Trust Company LLC, a Wyoming chartered trust company based in Jackson Hole, Wyoming that establishes and administers trusts with family offices and private clients globally. She is responsible for business operations in the U.S., business development, and acting as a liaison with the Cone Marshall Investa Group, a global network of closely held trust and fiduciary service fiduciaries. Teton Trust Company is part of the Cone Marshall Investa Group.

A lawyer admitted to practice in New York state, Ms. Robinson's previous legal experience includes working with private family offices and ultra-high net worth clients. She also worked as a portfolio manager in international wealth management in New York. She speaks Spanish and Portuguese.

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Ms. Robinson is a frequent speaker at conferences and seminars on U.S. trusts, U.S. asset protection and the State of Wyoming as a premier trust jurisdiction.

“Ms. Robinson’s legal, international business and wealth management expertise and entrepreneurial spirit also make her an ideal addition to our Board of Directors,” said Mr. DeFazio.

“I’m excited about my appointment to the Board of Metropolitan Commercial Bank as the Bank has encouraged growth in the wider New York area, with clients large and small. That the Bank is community-driven with an emphasis on entrepreneurs makes this a singular place to serve on the Board,” said Ms. Robinson.

About Metropolitan Commercial Bank

Metropolitan Bank Holding Corp. (NYSE: MCB) is the holding company for Metropolitan Commercial Bank. The Bank provides a broad range of business, commercial and personal banking products and services to small and middle-market businesses, public entities and affluent individuals in the New York metropolitan area. Founded in 1999, the Bank is headquartered in New York City and operates six locations in Manhattan, Brooklyn and Great Neck, Long Island. The Bank is also an active issuer of debit cards for third-party debit card programs and provides critical global payments infrastructure to its fintech partners. The Bank is a New York State chartered commercial bank and a Federal Reserve System member bank whose deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation, and an equal opportunity lender. For more information, please visit www.mcbankny.com

Mark R. DeFazio
President & Chief Executive Officer
Metropolitan Commercial Bank

212 659-0618

IR@MetropolitanBankNY.com

Source: Metropolitan Commercial Bank

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Cover	Oct. 25, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 25, 2021
Entity File Number	001-38282
Entity Registrant Name	METROPOLITAN BANK HOLDING CORP.
Entity Central Index Key	0001476034
Entity Tax Identification Number	13-4042724
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	99 Park Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	212
Local Phone Number	659-0600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	MCB
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false