David Shim
About David Shim
Also referenced in MCBS filings as “Sam Sang‑Koo Shim,” he has served on the board since the Bank’s founding in 2006 and is classified as an independent director. He is a CPA, certified valuation analyst, and certified government finance manager; President of SKS Consulting, Inc. (founded 2002); and previously spent 23 years in the State of Illinois Bureau of General Accounting, retiring as Chief. Age 82; he notified MCBS on March 19, 2025 of his decision to resign from the Company and Bank boards effective May 31, 2025, also resigning from the Audit & Compliance, Compensation, and Nominating & Governance Committees; the company disclosed no disagreement with management regarding his resignation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Illinois, Bureau of General Accounting | Various; retired as Chief | 23 years (dates not specified) | Senior public-sector accounting leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SKS Consulting, Inc. | Owner & President | Since 2002 | CPA consulting firm founded by Shim |
Board Governance
- Committee assignments (2024 and as of proxy date): Audit & Compliance (member), Compensation (member), Nominating & Governance (member); all three committees are comprised solely of independent directors; Audit members (including Shim) were deemed independent and “financially sophisticated” under Nasdaq rules .
- Attendance: In 2024 there were 4 regular and 2 special Company board meetings, 12 Bank board meetings, and 1 joint meeting; each director participated in at least 75% of board and assigned committee meetings; nine directors attended the 2024 annual meeting .
- Independence status: The board determined a majority of directors are independent; Shim is listed as an independent director .
- Executive sessions: Outside directors held four executive sessions in 2024 (at least quarterly) .
- Leadership structure context: MCBS does not designate an independent lead director; Chairman/CEO roles are combined (board periodically reevaluates structure) .
- Resignation: Effective May 31, 2025, with no disagreement disclosed; will vacate Audit & Compliance, Compensation, and Nominating & Governance Committee seats .
Fixed Compensation
| Component | Amount/Policy | 2024 Amount for Shim |
|---|---|---|
| Monthly cash retainer | $2,750 per month | Included in cash fees |
| Board meeting fee | $2,750 per board meeting | Included in cash fees |
| Committee chair fees (if applicable) | Audit Chair $10,000; Comp/NG/Credit Risk/IT Chair $8,000 | Not applicable (Shim not listed as chair) |
| Director Loan Committee fee | $400 per meeting | If applicable (not specified for Shim) |
| 2024 Fees Earned in Cash (Shim) | — | $66,000 |
| 2024 Total Director Compensation (Shim) | Cash + equity | $88,000 |
Notes: Committee chair fees are policy amounts; Shim’s 2024 compensation line item shows $66,000 cash and $22,000 stock awards .
Performance Compensation
| Equity Award Type | Grant Date | Shares | Grant-Date FMV | Vesting |
|---|---|---|---|---|
| Restricted Stock (annual non-employee director grant) | June 1, 2024 | 892 | $22,000 (892 × $24.65) | 25% on grant date; 25% on each of first three anniversaries, subject to continued service |
- Structure signal: Director equity is time-vested RSUs; no performance-condition metrics apply to director equity grants in 2024 (time-vesting only) .
Other Directorships & Interlocks
- Current public company boards: None disclosed in the 2025 proxy for Shim .
- Compensation Committee interlocks: The proxy states there are no interlocks; none of the Compensation Committee members (including Shim) were officers/employees of MCBS, and no MCBS executive officer served on another company’s compensation committee with an MCBS director .
Expertise & Qualifications
- Professional credentials: CPA; Certified Valuation Analyst; Certified Government Finance Manager .
- Audit/financial sophistication: Audit & Compliance Committee members (including Shim) were deemed independent and “financially sophisticated” under Nasdaq rules .
- Education: Business School of Seoul National University; MBA (Northern Illinois University); M.S. in Business (University of Wisconsin–Madison) .
- Board skills matrix: Audit/Accounting/Financial Reporting; Corporate Governance; Risk Management; Legal/Regulatory Compliance; Strategic Planning among skills represented by the board (matrix depicts capabilities across directors) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes/Controls |
|---|---|---|---|
| Sam (David) Shim | 531,420 | 2.09% | Based on 25,402,782 shares outstanding (as of April 1, 2025) |
| Hedging/Pledging | — | — | Hedging, shorting, derivatives, margin purchases, and use of company stock as loan collateral are prohibited for directors, officers, and employees |
| Section 16 compliance | — | — | Company reports all Section 16 filings timely in 2024, except one Form 3 for an executive officer; no director-specific delinquencies noted |
Related Party and Conflict Review
- Transactions: Other than ordinary banking relationships and a disclosed lease to 5385 JC, LLC, the company reported no direct or indirect material interests in transactions >$120,000 involving directors, officers, 5% holders, or their immediate family/affiliates in the relevant period .
- Resignation disclosure: Company states Shim’s resignation was not due to any disagreement with the Company’s operations, policies, or practices (mitigates conflict signal) .
Governance Assessment
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Positives for investor confidence:
- Long-tenured independent director with deep accounting and valuation expertise; member of all three key oversight committees (Audit, Compensation, Nominating & Governance) .
- Material share ownership (2.09%), aligning incentives with shareholders .
- Director equity awards are time-vested, promoting multi-year alignment; hedging/pledging is prohibited, strengthening alignment and reducing risk of forced sales .
- No related-party transactions involving Shim disclosed; Compensation Committee reports no interlocks .
-
Watch items / potential red flags:
- Resignation effective May 31, 2025 removes a seasoned audit/finance voice and creates near-term refresh and committee rebalancing risk, though the company states no disagreement with management .
- Board leadership structure lacks an independent lead director and combines Chair/CEO roles; while policy is periodically reviewed, some investors may prefer a counterbalance during transitions .
- Attendance detail is aggregate (≥75% threshold met by all directors); individual attendance rates were not disclosed .
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Process and controls:
- Audit & Compliance, Compensation, and Nominating & Governance Committees operate under written charters, with meeting frequencies disclosed; Audit & Compensation Committees consist solely of independent directors; Audit members are “financially sophisticated” .
- Clawback policy in place (Nasdaq Rule 10D‑1 compliant) for executives; insider trading policy prohibits hedging/pledging by directors .