Frank S. Rhee
About Frank S. Rhee
Frank S. Rhee (age 60) has served on the MetroCity Bankshares, Inc. (MCBS) board since the Bank’s founding in 2006, and is currently an independent director. He holds a B.S. in Accounting from New York University and brings finance and management expertise from roles as a financial manager at Trends Menswear (1993–2013), assistant controller at Manufacturers Hanover Bank (1990–1993), junior auditor at Ernst & Young (1987–1989), and as owner of a web design/online marketing company (founded 2013) . The board affirmed his independence under Nasdaq and SEC rules; no family relationships are disclosed for Rhee, and each director met at least 75% attendance in 2024 across board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trends Menswear | Financial Manager | 1993–2013 | Oversaw financial statements, bank records, expert reports |
| Manufacturers Hanover Bank | Assistant Controller | 1990–1993 | Accounting and control experience at a major bank |
| Ernst & Young | Junior Auditor | 1987–1989 | Audit training and financial reporting support |
| Web design/online marketing company | Owner/Founder | 2013–Present | Digital operations; entrepreneurial perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public-company directorships disclosed in the proxy for Rhee |
Board Governance
- Independence: Rhee is an independent director (board determined non-independence only for N. Paek, Tan, Kim, J. Paek, and Glover) .
- Attendance: Each director met at least 75% participation in 2024; board met 4 regular and 2 special sessions; Audit (13), Compensation (2), Nominating & Governance (2) .
- Executive sessions: Outside directors held executive sessions at least four times in 2024 (presided by the Chairman) .
- Committee assignments:
- Audit & Compliance Committee: Member (committee chaired by W. Hungeling; all members independent and “financially sophisticated”) .
- Compensation Committee: Not a member .
- Nominating & Governance Committee: Not a member .
| Committee | 2024 Meetings | Rhee Role |
|---|---|---|
| Audit & Compliance | 13 | Member |
| Compensation | 2 | Not a member |
| Nominating & Governance | 2 | Not a member |
- Election signal: In 2025, shareholders voted to re-elect Frank S. Rhee with 17,654,073 For vs. 681,515 Against (632 Abstain; 2,993,511 broker non-votes) .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash fees (retainer and meeting fees) ($) | 71,000 | 76,400 |
| Cash structure (policy) | Monthly retainer $2,750; $2,750 per board meeting; Audit Chair +$10,000; other chairs +$8,000; Loan Committee $400/meeting | Monthly retainer $2,750; $2,750 per board meeting; Audit Chair +$10,000; other chairs +$8,000; Loan Committee $400/meeting |
| Total cash + equity ($) | 93,000 | 98,400 |
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted stock (Director annual grant) | 6/1/2023 | 1,339 | 22,000 | 25% at grant; 25% on each of next 3 anniversaries |
| Restricted stock (Director annual grant) | 6/1/2024 | 892 | 22,000 | 25% at grant; 25% on each of next 3 anniversaries |
Other Directorships & Interlocks
- No other public-company boards or disclosed interlocks for Rhee in MCBS filings; no family relationships disclosed for Rhee .
Expertise & Qualifications
- Financial reporting, accounting, internal controls (EY audit experience; bank controller roles) .
- Small business operations and digital marketing (owner of web design/online marketing firm) .
- Audit committee experience; part of a committee designated as fully independent and financially sophisticated .
Equity Ownership
| Holder | Shares Beneficially Owned (as of record date) | Notes |
|---|---|---|
| Frank S. Rhee (2024) | 15,462 | Less than 1% of outstanding; beneficial ownership per SEC rules |
| Frank S. Rhee (2025) | 16,555 | Less than 1% of outstanding; beneficial ownership per SEC rules |
- Hedging/Pledging: Company prohibits short-sales, derivatives, margin purchases, and using company stock as collateral; trading subject to blackout periods and pre-clearance—mitigates misalignment/pledging risks for directors .
Governance Assessment
- Board effectiveness: Rhee’s Audit & Compliance participation strengthens oversight; the committee is independent and includes a designated financial expert (Hungeling) . Executive sessions provide independent oversight; board conducts semi-annual evaluations via third party .
- Independence & attendance: Rhee is independent; directors met at least 75% participation in 2024—supports engagement .
- Pay structure & alignment: Balanced cash retainer/meeting fees with annual restricted stock grants vesting over 3 years fosters multi-year alignment for non-employee directors .
- Shareholder signals: Strong vote support for Rhee’s re-election in 2025; say-on-pay advisory received 17,808,381 For vs. 502,728 Against, with Board adopting biennial say-on-pay frequency per shareholder vote (10,729,679 for 2 years) .
- Conflicts/related party exposure: No Rhee-specific related-party transactions disclosed; ordinary course related-party bank relationships were managed under policy, and a disclosed office lease was with an entity managed by the Chairman (not involving Rhee) .
Red flags
- Concentrated insider ownership overall (directors/executives as a group ~23.95% in 2025), but no Rhee-specific issues disclosed; monitoring independence and committee balance remains prudent .
- Combined CEO/Chair structure; no lead independent director (outside directors meet in executive session regularly) .