Form 8-K - Current report

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): November 6, 2023

METROPOLITAN BANK HOLDING CORP.

(Exact name of 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 Number)

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

(212) 659-0600

(Registrant’s telephone number, including area code)

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:

¨	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)

Securities registered pursuant to Section 12(b) of the Act:

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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.

Appointment of Chief Financial Officer and Principal Financial Officer

On November 6, 2023, the Board of Directors of Metropolitan Holding Corp. (the “Company”), the holding company for Metropolitan Commercial Bank (the “Bank”), appointed Mr. Daniel Dougherty, age 62, to the positions of Executive Vice President and Chief Financial Officer of the Company and the Board of Directors of the Bank appointed Mr. Dougherty to the positions of Executive Vice President and Chief Financial Officer of the Bank. As the Company’s Chief Financial Officer, he assumes the Company’s principal financial officer duties from the Company’s acting principal financial officer, G. David Bonnar, who will continue to serve as the Company’s Senior Vice President and Chief Accounting Officer.

Mr. Dougherty joined the Bank in 2022 as its Treasurer. Prior to joining the Bank, Mr. Dougherty served as Executive Vice President and Treasurer for six years at Investors Bank, a formerly publicly traded, full-service bank. Mr. Dougherty, a Chartered Financial Analyst, received his Bachelor of Arts in Economics from Stony Brook University and his Master of Business Administration from St. John’s University.

In connection with Mr. Dougherty’s promotion to Executive Vice President and Chief Financial Officer, his annual base salary increased to $400,000. No other changes were made to Mr. Dougherty’s current compensation arrangements, and the Company and Mr. Dougherty did not enter into an employment agreement.

There are no arrangements or understandings between Mr. Dougherty and any other person pursuant to which he was appointed, nor are there any family relationships between Mr. Dougherty and any director or executive officer of the Company. Mr. Dougherty has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Appointment of Principal Accounting Officer

On November 6, 2023, the Board of Directors of the Company appointed Mr. G. David Bonnar, age 55, to the position of Principal Accounting Officer of the Company and the Board of Directors of the Bank appointed Mr. Bonnar to the position of Principal Accounting Officer of the Bank.

For additional information regarding Mr. Bonnar’s employment arrangement, biographical information, compensation and related-party transaction information, see Part II, “Item 5. Other Information – Authorization of Acting Principal Financial Officer” in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2023, which is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

A copy of the Company’s press release with respect to Mr. Dougherty’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K, including in Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release dated November 6, 2023
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: November 9, 2023	By:	/s/ Mark R. DeFazio
		Mark R. DeFazio
		President and Chief Executive Officer

Exhibit 99.1

Metropolitan Bank Holding Corp. Promotes Treasurer to CFO

Daniel F. Dougherty has been appointed Executive Vice President and Chief Financial Officer of the Company and the Bank

NEW YORK, N.Y. — November 6, 2023 — Metropolitan Bank Holding Corp. (NYSE: MCB) (the “Company”), the parent company of Metropolitan Commercial Bank (the “Bank”), is pleased to announce the promotion of Daniel F. Dougherty, CFA, to Executive Vice President and Chief Financial Officer, effective November 6, 2023. Mr. Dougherty assumes this role following the resignation of Greg Sigrist on October 31, 2023. He will report directly to Mark R. DeFazio, President and Chief Executive Officer. In his new capacity, Mr. Dougherty will oversee treasury, investor relations, tax, capital planning, accounting, and financial reporting.

Mr. Dougherty joined Metropolitan Commercial Bank in July 2022 as First Vice President and Treasurer, bringing a distinguished 25-year banking career with significant roles at local and national banks. His prior positions include Executive Vice President and Treasurer at Investors Bank, Senior Vice President and Treasurer at Astoria Bank, Senior Vice President and Assistant Treasurer at Israel Discount Bank of New York, and Portfolio Manager positions at North Fork Bancorporation and GreenPoint Financial Corp.

He holds a Bachelor of Arts degree in Economics and Business from Stony Brook University, a Master of Business Administration degree in Finance from St. John’s University, and a Chartered Financial Analyst (CFA) charter from the CFA Institute. Mr. Dougherty is also an active member of the CFA Society of New York.

Mark DeFazio, CEO, said, “I am delighted that we were able to select our new CFO from within MCB’s talented team. Mr. Dougherty possesses a proven track record in driving growth in asset/liability and liquidity management, and he is a skilled leader recognized for forging strategic alliances to align operational decisions with financial objectives.”

Mr. Dougherty commented, “I eagerly anticipate the opportunity to continue fostering our entrepreneurial spirit while advancing growth and shareholder value in line with MCB’s strategic initiatives.”

About Metropolitan Bank Holding Corp.

Metropolitan Bank Holding Corp. (NYSE: MCB) is the parent company of Metropolitan Commercial Bank (the “Bank”), a New York City based full-service commercial bank.

The Bank provides a broad range of business, commercial and personal banking products and services to individuals, small businesses, private and public middle-market and corporate enterprises and institutions, municipalities and local government entities.

Metropolitan Commercial Bank’s Global Payments Group is an established leader in providing payments services to domestic and international non-bank financial service companies. The Bank continues to grow its presence as a valued, trusted and innovative strategic partner across payments, custodial and money services businesses worldwide.

Metropolitan Commercial Bank’s EB-5 / E-2 International Group delivers banking services and products for United States Citizen and Immigration Services EB-5 Immigrant Investor Program investors, developers, Regional Centers, government agencies, law firms and consulting companies that specialize in EB-5 and E-2.

Metropolitan Commercial Bank was ranked by Independent Community Bankers of America among the top ten successful loan producers for 2023 by loan category and asset size for commercial banks with more than $1 billion in assets. The Bank finished ninth in S&P Global Market Intelligence’s annual ranking of the best-performing community banks with assets between $3 billion and $10 billion for 2022 and eighth among top-performing community banks in the Northeast region for 2022. The Bank is also a member of the Piper Sandler Sm-All Stars Class of 2022 and Kroll affirmed a BBB+ (investment grade) deposit rating on January 25, 2023.

The Bank is a New York State chartered commercial bank, a member of the Federal Reserve System and the Federal Deposit Insurance Corporation, and an equal housing lender.

For more information please, visit the Bank’s website at MCBankNY.com.

Contacts

212-365-6721

IR@MCBankNY.com

Cover	Nov. 06, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 06, 2023
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	false