Frank Glover
About Frank Glover
Frank Glover (age 46) has served on the boards of MetroCity Bankshares, Inc. and Metro City Bank since January 2022 and is currently classified as a Class II director with a term expiring in 2026 . He is Chief Investment Officer of STG Investments (Atlanta family office), a CFA charterholder, and previously was Senior Director of Retirement Investments at Cox Enterprises (2012–Q4 2022), with earlier investment roles at Delta Air Lines and Seabury Group; he serves on the board of KIPP Metro Atlanta Schools and holds a B.S. from Davidson College and an MBA from Northwestern’s Kellogg School of Management . The company’s proxy identifies a family relationship with the Chairman, which impacts his independence classification (see Governance) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cox Enterprises, Inc. | Senior Director of Retirement Investments (oversaw Growth Fixed Income, Private Equity, Real Estate portfolios) | 2012 – Q4 2022 | Institutional investment leadership across multi-asset portfolios |
| Delta Air Lines | Investment/related experience | Not disclosed | Relevant prior experience cited by company |
| Seabury Group | Investment/related experience | Not disclosed | Relevant prior experience cited by company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| STG Investments (family office, Atlanta) | Chief Investment Officer | Current | Public/private markets; family office administration |
| KIPP Metro Atlanta Schools | Director (Board) | Not disclosed | Non-profit board service |
Board Governance
| Item | Detail |
|---|---|
| Board class/tenure | Class II; director since 2022 |
| Independence status | Not independent due to family relationship with Chairman (son-in-law) |
| Committee memberships (2024 / as of proxy) | Not listed on Audit & Compliance, Compensation, or Nominating & Governance Committees |
| Committee independence standards | Audit & Compliance, Compensation, and Nominating & Governance Committees consist entirely of independent directors |
| Attendance | Each director attended ≥75% of aggregate board and committee meetings in 2024 |
| Executive sessions / board leadership | No lead independent director; Chairman (who is CEO) presides over executive sessions of outside directors |
Fixed Compensation
| Component | Amount (2024) |
|---|---|
| Fees Earned (Cash) | $69,600 |
| Stock Awards (Grant date fair value) | $22,000 |
| Total | $91,600 |
| Board Fee Structure (2024) | Amount |
|---|---|
| Monthly retainer (non-employee directors) | $2,750/month |
| Per board meeting fee | $2,750 per meeting |
| Committee chair adders | Audit Chair: $10,000; Comp Chair: $8,000; N&G Chair: $8,000; Credit Risk Chair: $8,000 |
| Director’s Loan Committee fee | $400 per meeting |
Performance Compensation
| Equity Award | Details |
|---|---|
| 2024 Annual Director Grant | 892 RS shares granted 6/1/2024; grant date fair value $22,000 |
| Vesting | 25% on grant; 25% on each of the first three anniversaries (service-based) |
No director performance metrics (e.g., revenue, TSR) apply to board grants; vesting is time-based per the proxy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in proxy |
| Other boards | KIPP Metro Atlanta Schools (non-profit) |
| Interlocks / relationships | Family relationship with Chairman (son-in-law), resulting in non-independence classification |
Expertise & Qualifications
- Institutional investments, capital markets, and risk management (CFA; CIO experience) .
- Board skills matrix indicates his experience in audit/accounting and financial reporting, capital markets, legal/regulatory compliance, and risk management, among others .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Frank Glover | 200,893 | <1% | Includes 200,000 shares in a family trust for his children where his wife has voting power |
Additional alignment/controls:
- Insider trading policy prohibits hedging (short sales, options), margin purchases, and pledging of company securities; pre-clearance and blackout periods apply .
- No director-specific related-party transactions for Glover are disclosed beyond standard compensation; the proxy states that, other than disclosed items, none of the directors/officers had material interests in transactions >$120,000 .
- Beneficial ownership table compiled using 25,402,782 shares outstanding as of April 1, 2025 .
Governance Assessment
- Strengths
- Deep institutional investment and capital markets expertise; CFA credential enhances board oversight of risk/return and capital allocation .
- Meaningful personal ownership (200,893 shares), supporting alignment with shareholders; a portion held via family trust structure is noted .
- Company-wide prohibitions on hedging/pledging and trading controls reduce misalignment and reputational risk .
- Attendance met or exceeded the company’s ≥75% expectation in 2024 .
- Risks / RED FLAGS
- Not independent due to family relationship with the Chairman; this limits eligibility for key independent committees and may affect perceived board independence .
- Not assigned to Audit, Compensation, or Nominating & Governance Committees, the primary levers for independent oversight .
- No lead independent director; executive (Chairman/CEO) presides over executive sessions of outside directors—an unusual practice that can dilute independent oversight optics .
- Related-party lease with an entity managed by the Chairman underscores sensitivity to related-party risk at the board level (though not specific to Glover) .
- Controls/mitigants
- Formal related-party transaction policy with Nominating & Governance Committee review and approval .
- Proxy asserts no material legal proceedings for directors in the past 10 years, supporting baseline integrity standards .
Overall: Glover brings valuable investment and risk expertise and holds a sizable personal stake, but his non-independence and absence from core independent committees, combined with the board’s leadership structure (no lead independent director; CEO/Chair presiding over executive sessions), are governance optics to monitor for investors focused on board independence and oversight rigor .