Francis Lai
About Francis Lai
Francis Lai (age 70) is an independent director of MetroCity Bankshares, Inc. (MCBS), serving on the Bank’s board since 2010 and the Company’s board since its inception in 2014; he is a managing member of Goldfield Capital, LLC (commercial real estate) since 1996, previously worked with Hock Hua Bank Berhad in Malaysia, and was a director of Summit Bank Corporation from 1984 to 2007; he holds an A.A. from University of the State of New York and B.A. in Economics and MBA from Mercer University . His tenure on the MCBS/Bank boards is 15 years (Bank) and 11 years (Company, as of 2025), with core credentials in commercial real estate and prior bank directorship experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldfield Capital, LLC | Managing Member (commercial real estate ventures) | 1996–Present | CRE operator; brings real estate trend insight to board |
| Summit Bank Corporation | Director | 1984–2007 | Prior public bank board experience |
| Hock Hua Bank Berhad (Sabah, Malaysia) | Banking roles | Pre‑1984 | Banking experience background |
| Chamblee Chamber of Commerce | Board of Directors | N/A | Community engagement |
External Roles
| Category | Organization | Role | Dates |
|---|---|---|---|
| Private company | Goldfield Capital, LLC | Managing Member | 1996–Present |
| Public company | — | — | No current public company directorships disclosed |
| Non‑profit/civic | Chamblee Chamber of Commerce | Director | Not specified |
Board Governance
- Independence: The board determined Lai is independent under Nasdaq/SEC rules (non‑independent directors are Nack Paek, Farid Tan, Howard Kim, John Paek, Frank Glover) .
- Committee assignments (2024 and current): Chair, Nominating & Governance; Member, Compensation; not on Audit .
- Attendance: Each director met at least the 75% threshold across board and committee meetings; the board held 4 regular and 2 special Company meetings, 12 Bank meetings, and 1 joint meeting in 2024 .
- Executive sessions: Outside directors met in four executive sessions in 2024; notably, MCBS has no lead independent director and the Chairman/CEO presides over executive sessions, a governance weakness for independent oversight .
- Board composition: 12 directors across three classes; Lai is Class II .
| Governance Item | Detail |
|---|---|
| Committee roles | Nominating & Governance (Chair); Compensation (Member) |
| Independence status | Independent director |
| Board meeting attendance | ≥75% of aggregate board and committee meetings per director |
| Executive sessions | 4 in 2024; chaired by Chairman/CEO; no lead independent director |
| Board size/class | 12 directors; Lai in Class II |
Fixed Compensation
| Component | Amount/Terms | 2024 Value |
|---|---|---|
| Director cash fees (total) | Fees earned/paid in cash | $76,800 |
| Monthly retainer | $2,750 per month | Structure detail (amount per policy) |
| Board meeting fee | $2,750 per board meeting | Structure detail (amount per policy) |
| Committee chair fee | $8,000/year for Nominating & Governance Chair | Structure detail (amount per policy) |
Notes: Fee structure includes monthly retainer, per‑meeting fees, chair premia; Audit Chair receives $10,000 (not applicable to Lai), other chairs (including N&G) receive $8,000; Director’s Loan Committee members receive $400 per meeting .
Performance Compensation
| Equity Award | Grant Date | Shares | Grant‑date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Restricted Stock | June 1, 2024 | 892 | $22,000 | 25% at grant; 25% on each of the next 3 anniversaries, service‑based |
- No performance metrics or performance‑conditioned equity disclosed for directors; awards are time‑based vesting only (no revenue/EBITDA/TSR metrics) .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; Lai is a member of an all‑independent Compensation Committee with no interlocks; no executives serve on other entities’ compensation committees that have executives serving on MCBS’s board .
- Current public company boards: None disclosed for Lai .
Expertise & Qualifications
- Commercial real estate operator since 1996; prior bank director at Summit Bank Corporation (1984–2007); educational background includes Economics (B.A.) and MBA (Mercer) and an Associate’s Degree (University of the State of New York); provides CRE trend insights and bank governance experience to the MCBS board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Francis Lai | 540,795 | 2.13% | Includes 64,000 shares held by his wife for his children and 424,240 shares held in family trusts |
- Ownership guidelines/pledging: Company policy prohibits short‑selling, derivatives, margin purchases, and using Company securities as collateral; trading requires pre‑clearance and adheres to blackout periods; no pledging by Lai disclosed .
- Options: No director options holdings disclosed for Lai in 2024 tables; director equity is RSU‑based per policy .
Governance Assessment
- Strengths: Independent director with material “skin‑in‑the‑game” (2.13% ownership), chairs Nominating & Governance (overseeing director nominations, governance policies, and related‑party approvals), and serves on an independent Compensation Committee with no interlocks—supports governance rigor and alignment .
- Weaknesses/RED FLAGS to monitor: Board lacks a lead independent director and executive sessions are chaired by the Chairman/CEO, which can dilute independent oversight; presence of family relationships on the board (Chairman’s son and son‑in‑law are directors) increases potential for perceived conflicts; lease arrangement with an entity managed by the Chairman is a related‑party transaction (not involving Lai) that requires continued N&G oversight .
- Attendance and engagement: Board and committees met regularly (Audit 13; Compensation 2; N&G 2) and Lai met ≥75% attendance thresholds, consistent with Nasdaq/SEC expectations; consider enhancing Compensation/N&G meeting cadence for robust oversight .
Related‑party oversight: As N&G Chair, Lai’s committee reviews and approves related‑party transactions; 2024 disclosures show ordinary banking relationships across insiders and a specific lease with 5385 JC, LLC (managed by Chairman), with management asserting arms‑length terms—continued rigorous review is warranted .