0001104659-24-030680.txt : 20240304 0001104659-24-030680.hdr.sgml : 20240304 20240304213517 ACCESSION NUMBER: 0001104659-24-030680 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240229 FILED AS OF DATE: 20240304 DATE AS OF CHANGE: 20240304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DeFazio Mark R CENTRAL INDEX KEY: 0001720742 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38282 FILM NUMBER: 24718035 MAIL ADDRESS: STREET 1: 99 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Metropolitan Bank Holding Corp. CENTRAL INDEX KEY: 0001476034 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] ORGANIZATION NAME: 02 Finance IRS NUMBER: 134042724 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 99 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-659-0600 MAIL ADDRESS: STREET 1: 99 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 4 1 tm247964-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-02-29 0 0001476034 Metropolitan Bank Holding Corp. MCB 0001720742 DeFazio Mark R 99 PARK AVENUE NEW YORK NY 10016 1 1 0 0 President and CEO 0 Common Stock 2024-02-29 4 A 0 20800 0.00 A 221987 D Common Stock 2024-02-29 4 F 0 29290 40.82 D 192697 D Common Stock 2024-03-01 4 A 0 12156 0.00 A 204853 D Common Stock 2024-03-01 4 A 0 24313 0.00 A 229166 D Common Stock 2024-03-01 4 F 0 12972 38.00 D 216194 D Common Stock 20517 I By LLC Common Stock 3096 I By 401(k) On June 1, 2022, the Reporting Person was granted 20,800 restricted stock units (the "2022 RSUs") which were to vest, if at all, subject to the satisfaction of certain performance criteria. The performance criteria for the fiscal year ended December 31, 2023 were met, resulting in the vesting of the 2022 RSUs. Includes restricted stock units granted on February 23, 2022 that vest at a rate of 33.3% per year commencing on March 1, 2023. Includes restricted stock units granted on March 1, 2023 that vest at a rate of 33.3% per year commencing on March 1, 2024. These shares of common stock were not sold in an open-market transaction. Upon delivery to the Reporting Person of the shares of common stock underlying the 2022 RSUs as well as certain other shares of common stock that were previously disclosed as having vested, but which were delivered simultaneously with the shares underlying the 2022 RSUs, 29,290 shares were withheld by Metropolitan Bank Holding Corp. (the "Company") in respect of tax withholding obligations. Restricted stock units granted on March 1, 2024 that vest at a rate of 33.3% per year commencing on March 1, 2025. Restricted stock units granted on March 1, 2024 that vest 100% on March 1, 2025. Upon delivery to the Reporting Person of certain shares of common stock that were previously disclosed as having been granted, 12,972 shares were withheld by the Company in respect of tax withholding obligations. Exhibit List - Exhibit 24 - Power of Attorney /s/ Frederik Erikson, pursuant to power of attorney 2024-03-04 EX-24 2 tm247964d1_ex24.htm EXHIBIT 24

 

Exhibit 24

 

POWER OF ATTORNEY

 

The undersigned, Mark R. DeFazio, President, Chief Executive Officer, and Director of Metropolitan Bank Holding Corp. (the "Corporation"), hereby authorizes and designates each of Dixiana M. Berrios, Frederik Erikson, Scott Lublin, Daniel Dougherty, and David Bonnar as the undersigned's agent and attorney-in-fact, with each acting singly and with full power of substitution, to:

 

(1)Prepare and sign on behalf of the undersigned, in the undersigned's capacity as an officer or director or both of the Corporation, any Form ID, Form 3, Form 4 or Form 5 (and any amendments thereto) under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder, with respect to the Corporation's securities and file the same with the Securities and Exchange Commission; and

 

(2)Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, are not assuming, nor is the Corporation assuming, any of the undersigned's responsibilities to comply with, or any liability for the failure to comply with, Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in effect until the undersigned is no longer required to file Forms 3, 4, or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Corporation, unless earlier revoked by the undersigned in a signed and dated writing delivered to each of the foregoing attorneys-in-fact or by a new Power of Attorney regarding the purposes outlined herein dated as of a later date.

 

Date:1/23/24  By: /s/ Mark R. DeFazio
    Mark R. DeFazio