Don T.P. Leung
About Don T.P. Leung
Don T.P. Leung, age 67, is Vice Chairman of the MetroCity Bankshares, Inc. board and has served as a director since the Bank’s inception in 2006. He holds a Marketing degree from the University of Central Lancashire (UK) and is classified as an independent director under Nasdaq and SEC rules. Leung is highlighted for leadership and credit risk oversight, serving as Chairman of the Bank’s Credit Risk Management Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Light Efficient Depot, LLC | Managing Member | Feb 2012 – Jun 2015 | Energy-efficient commercial lighting operator; business leadership experience |
| Private label apparel company | Founder/Manager | 23 years (dates not provided) | Long-term operating experience; sales/marketing credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or committee roles disclosed in the proxy |
Board Governance
- Independence: Board determined that, except for five named insiders/related directors, all current directors are independent; Leung is not among the exceptions and is therefore independent .
- Committee assignments: As Vice Chairman, Leung chairs the Bank’s Credit Risk Management Committee; he is not listed on the Audit & Compliance, Compensation, or Nominating & Governance committees in 2024/as of the proxy date .
- Attendance: The board held 4 regular and 2 special Company meetings (plus monthly Bank meetings); each director participated in at least 75% of board and committee meetings; nine directors attended the 2024 annual meeting .
- Leadership structure and executive sessions: No lead independent director; the Chairman/CEO presides over executive sessions of outside directors, which is atypical for independent oversight and a governance concern .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $76,400 | Includes monthly retainer ($2,750/month) and meeting fees ($2,750/board meeting); committee chair fees are $8,000/year for Credit Risk, among others |
| Total cash + equity | $98,400 | See performance compensation table for equity details |
- Director cash program: $2,750 monthly retainer; $2,750 per board meeting; Credit Risk Committee chair receives $8,000/year (Leung is described as Chairman of the Bank’s Credit Risk Management Committee) .
Performance Compensation
| Grant Type | Grant Date | Shares | Grant-date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Restricted stock (annual director grant) | Jun 1, 2024 | 892 | $22,000 | 25% at grant; 25% on each of first three anniversaries, continued service required |
- No performance metrics tied to director equity awards; vesting is time-based, not performance-based .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | Not disclosed |
| Non-profit/academic/private boards | Not disclosed beyond prior private operating roles |
| Interlocks/conflicts | No director-specific related party transactions disclosed for Leung; aggregate ordinary-course banking relationships for officers/directors exist (approx. $1.2mm loans; $14.4mm deposits) with board approval and market terms |
Expertise & Qualifications
- Credit risk oversight: Chairman of the Bank’s Credit Risk Management Committee, providing direct credit and lending risk oversight .
- Leadership/operations: Decades of operating roles across apparel and energy-efficient lighting businesses .
- Independence/compliance: Independent director; subject to insider trading restrictions and blackout periods; hedging/pledging prohibited by policy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Don T.P. Leung | 814,152 | 3.20% | Includes 797,597 held jointly with spouse |
- Ownership as “skin-in-the-game”: Material personal stake aligns interests with shareholders; no pledging or margin use is permitted by policy; no pledging disclosed .
Governance Assessment
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Positives:
- Independent director with significant ownership (3.20%), supporting alignment and board independence .
- Vice Chairman and Credit Risk Committee chair role strengthen oversight of core bank risks (credit/lending) .
- Meets attendance expectations (≥75%), indicating engagement .
-
Watch items/RED FLAGS:
- Company does not designate a lead independent director; executive Chairman/CEO presides over executive sessions of outside directors, which can dilute independent oversight and is a governance red flag for investor confidence .
- Board features family relationships (Chairman is father/father-in-law to two directors), increasing potential influence concentration; while not implicating Leung directly, it affects overall board independence perceptions .
- Leung is not on Audit/Compliance or Compensation/Nominating committees; his influence is concentrated in credit risk rather than broad governance/compensation oversight .
-
Related-party and conflicts:
- No Leung-specific transactions >$120,000 disclosed; aggregate ordinary-course loans/deposits to officers/directors at market terms; separate lease with entity managed by the Chairman (not Leung) disclosed — highlight continued monitoring of related-party oversight .
-
Compensation alignment:
- Director pay mix combines cash ($76.4k) and time-based equity ($22k RSUs), standard for small-cap banks; equity vests over three years, promoting ongoing service continuity .
-
Policies:
- Hedging/short-selling/margin/pledging prohibited; Clawback policy compliant with Nasdaq Rule 10D-1 strengthens accountability .
Overall, Leung’s independence, ownership stake, and credit-risk chair role support board effectiveness on core banking risks; however, the absence of a lead independent director and CEO presiding over executive sessions represent governance red flags that can affect investor confidence and should be weighed in any governance risk premium assessment .