Feiying Lu
About Feiying Lu
Independent director of MetroCity Bankshares, Inc. (MCBS) since 2006; age 61. Ms. Lu has served as an internal controller at Imaex Trading Company (wholesale frozen foods distributor) since 1997 and holds a B.S. in Electronic Engineering from Shanghai University of Science and Technology. The proxy identifies her as an independent director and uses “Ms. Lu,” and the board’s diversity matrix shows one female director on a 12-person board. Her background emphasizes financial controls and community ties to the Chinese‑American community, which the board cites as providing “meaningful financial expertise.”
Past Roles
No additional prior roles beyond those listed in External Roles are disclosed in the 2025 proxy.
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Imaex Trading Company (wholesale frozen foods) | Internal Controller | 1997–present | Prepares monthly financial reports; reviews/analyzes data for operational effectiveness, efficiency, and compliance |
Board Governance
| Item | Details |
|---|---|
| Board service | Director since 2006; Class I |
| Independence | Determined independent under Nasdaq/SEC rules (not among executives or family-related exceptions) |
| Committees | Audit & Compliance (member); Nominating & Governance (member) |
| Committee chairs | None (Audit Chair: W.J. Hungeling; N&G Chair: F. Lai) |
| Audit committee qualifications | Audit & Compliance members (incl. Lu) are independent and “financially sophisticated” per Nasdaq |
| Attendance | Each director participated in ≥75% of aggregate board and committee meetings in 2024 |
| 2024 meeting cadence | Company board: 4 regular + 2 special; Bank board: 12; one joint meeting |
| Executive sessions | Outside directors met in executive session 4 times in 2024; chaired by N.Y. Paek (Chair/CEO) |
| Lead Independent Director | None designated; board believes separation/lead designation not necessary |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 70,400 | Non‑employee director pay structure: $2,750 monthly retainer; $2,750 per board meeting; Audit Chair +$10,000; other committee chairs +$8,000; Director’s Loan Committee $400/meeting |
Performance Compensation
| Year | Stock Awards (Shares) | Grant Date | Grant Date Fair Value ($) | Vesting Terms | Performance Metrics |
|---|---|---|---|---|---|
| 2024 | 892 | 2024-06-01 | 22,000 | 25% on grant; remaining 25% annually over next 3 anniversaries, subject to continued service | None (time‑based RSUs; no performance conditions disclosed) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Ms. Lu in the proxy |
| Prior public company boards | None disclosed |
| Compensation committee interlocks | Compensation Committee members (Patel, Hungeling, Lai, Shim) had no interlocks; Ms. Lu is not on the Compensation Committee |
Expertise & Qualifications
- Financial controls experience as internal controller (financial reporting, operational effectiveness, compliance)
- Audit & Compliance Committee membership; committee independence and “financially sophisticated” designation for members
- Degree in Electronic Engineering (technical/analytical background)
- Board cites her experience and relationships in the Chinese‑American community as strengthening community ties and providing financial expertise
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 166,555 |
| Ownership as % of outstanding | <1% (per beneficial ownership table) |
| Vested vs. unvested | Not itemized for directors; 2024 grant vests 25% at grant and 25% annually over next 3 years |
| Pledging/hedging | Company policy prohibits hedging, short sales, derivatives, buying on margin, or using company securities as loan collateral for directors/officers/employees |
Governance Assessment
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Strengths
- Independent director with long tenure (since 2006) and functional finance/control expertise; serves on two key governance committees (Audit & Compliance; Nominating & Governance). Audit members, including Ms. Lu, are independent and “financially sophisticated,” supporting effective financial oversight .
- Solid engagement indicators: ≥75% attendance standard met; robust committee activity (Audit met 13x in 2024); regular executive sessions of outside directors (4x in 2024) .
- Director pay mix includes equity via time‑based RSUs, promoting alignment; hedging and pledging are prohibited, reducing misalignment risk .
- Nominating & Governance Committee (of which Ms. Lu is a member) oversees related‑party transaction approval, corporate governance guidelines, and board evaluations—key safeguards given insider relationships elsewhere on the board .
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Watch items / potential risks (board-level context relevant to investor confidence)
- No Lead Independent Director and combined Chair/CEO influence on agenda/executive sessions; board states this structure is appropriate but investors may prefer designated independent leadership .
- Related-party environment includes a bank branch lease with an entity managed by the Chair (approx. $156,000 in 2024) and aggregate ordinary-course loans/deposits with officers/directors and affiliates ($1.2m loans; $14.4m deposits), heightening the importance of independent oversight by committees where Ms. Lu serves .
- Board diversity matrix shows only one female director on a 12-member board, suggesting limited gender diversity; the proxy refers to Ms. Lu as “Ms.”, indicating she is likely the sole female director .
-
Compensation structure (director-specific)
- 2024 director pay for Ms. Lu: $70,400 cash; $22,000 stock (892 RSUs at $24.65 grant‑date price), vesting over 3 years; no meeting/chair premiums disclosed for her specifically (not a chair) .
- No performance-based equity for directors; awards are time‑based RSUs—standard for bank boards, though it reduces direct pay-for-performance linkage at the director level .
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Independence & conflicts
- Ms. Lu is independent per Nasdaq/SEC standards and not listed among family-related exceptions; serves on committees that review governance and related‑party matters, mitigating conflict risks elsewhere on the board .