Howard Hwasaeng Kim
Executive Vice President, Chief Lending Officer and Chief Operating Officer; President of the Bank at MetroCity Bankshares
Executive
Board
About Howard Hwasaeng Kim
Howard Hwasaeng Kim (age 68) is Executive Vice President of MetroCity Bankshares, Inc. (MCBS) and President, Chief Lending Officer (CLO) and Chief Operating Officer (COO) of Metro City Bank; he has served as a director of the Company and Bank since 2017 . His education includes a B.S. in Business Administration from Hankook University of Foreign Studies, a KDB MBA from Seoul National University, and an MBA from Georgia State University . Company performance metrics relevant to incentive alignment: 2024 net income $64.504 million and ROAE 16.16% (vs. 2023: $51.613 million, 14.10%; 2022: $62.602 million, 19.55%); TSR value of an initial $100 investment was $137.12 in 2024 (peer group $118.22) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Korea Development Bank | Accounting, loans, FX; six years in KDB’s securities company incl. Amsterdam representative manager | 1980–1991 | Built cross-border banking, accounting and markets expertise; foundational for CLO/COO responsibilities |
| Various Georgia community banks | Loan officer/lending roles | 2000–2006 | Community banking credit experience; pipeline for inception of Bank CLO role |
| Metro City Bank | Chief Lending Officer (Bank) | 2006–present | Originating and supervising lending; core credit growth lever |
| MetroCity Bankshares, Inc. | Executive Vice President & CLO (Company) | Appointed 2014 | Executive leadership; integrates bank credit strategy with holding company priorities |
| Metro City Bank | President, CLO & COO | Appointed 2016 | Leads lending and deposit branches; bank-wide operations execution |
External Roles
- No public-company board roles or external directorships disclosed for Mr. Kim in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 392,000 | 422,000 (blend due to 4/1/2023 adjustment) | 437,000 |
| Salary review cadence | Biennial; last adjustment effective 4/1/2023 | Biennial; no 2024 adjustment |
Performance Compensation
| Element | Metric | Target | Actual (2024) | Payout Mechanics | Howard Kim 2024 Payout |
|---|---|---|---|---|---|
| Executive Incentive Bonus Plan (EIBP) – STI Cash | ROAE | 15.0% | 16.2% | Bonus pool equals up to 10% of Bank net after-tax income; NEO allocations: Paek 30%, Tan 30%, Kim 25% | Cash incentive = 200% of base salary = $874,000 (paid Dec-2024) |
| EIBP – STI Equity (Restricted Stock) | ROAE | 15.0% | 16.2% | Remaining bonus pool granted 6/1/2025 as restricted stock; allocation Kim 25%; vests 25% on grant, then 25% annually for 3 years; accelerates on change of control or death/disability | Restricted shares to be granted 6/1/2025 per plan; vesting terms above |
| Prior-year STI equity settlement | — | — | — | 2023 STI awards granted as RS on 6/1/2024 | 25,754 shares granted 6/1/2024; grant-date value $634,836 |
Vesting schedules (specific grants):
- 6/1/2024 grant: 25% vested on grant; remaining 25% on each of the next three anniversaries; accelerates on change of control or death/disability .
- Unvested tranches as of 12/31/2024: see Equity Ownership table for tranche-level dates .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership | 568,447 shares; 2.24% of shares outstanding |
| Options outstanding | 56,378 options exercisable at $12.70; expiration 7/18/2028 |
| Unvested restricted stock – tranche A | 9,336 shares; vests 6/1/2025; market value component included in total; valued at $31.95 as of 12/31/2024 |
| Unvested restricted stock – tranche B | 23,768 shares; vests 50% on 6/1/2025 and 50% on 6/1/2026; valued at $31.95 as of 12/31/2024 |
| Unvested restricted stock – tranche C | 19,315 shares; vests 33.3% on 6/1/2025, 6/1/2026, 6/1/2027; valued at $31.95 as of 12/31/2024 |
| Option exercise activity (2024) | Exercised 23,622 options; value realized $504,802 (based on $34.07 close minus $12.70 strike) |
| RS vesting activity (2024) | 31,480 shares vested; value realized $775,982 (based on $24.65 close on vesting) |
| Hedging/pledging | Hedging and short-selling prohibited; margin purchases and pledging Company stock as loan collateral prohibited; pre-clearance and blackout periods apply |
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Employment agreements for Paek, Tan, Kim; initial 3-year term expired 8/21/2022; auto-renews for 1-year periods unless notice within 60 days of renewal date |
| Severance – no CIC | If terminated other than for cause outside CIC window: severance = 1× base salary payable over 12 months + employer-portion COBRA reimbursement for eligibility period, subject to covenants |
| Severance – CIC (double trigger within window) | If terminated other than for cause or resigns for good reason within 6 months prior to or 1 year after a change in control: severance = 2× base salary payable over 12 months + employer-portion COBRA reimbursement; Section 4999 parachute cutback applies if needed |
| Equity acceleration (CIC/death/disability) | RS awards accelerate upon change of control or death/disability per grant terms ; illustrative value of accelerated unvested RS for Kim if event on 12/31/2024: $1,674,787 (death/disability or change of control); and $2,313,113 in connection with termination within CIC window (as shown in summary totals) |
| Restrictive covenants | Confidentiality, non-compete, employee non-solicitation during employment and for 1 year post-termination |
| Clawback | Policy compliant with Nasdaq Rule 10D-1; recovery of erroneously awarded compensation after required restatements |
Board Governance
- Board service: Director since 2017; currently a Class I director nominee in 2025 proxy; also serves simultaneously as Executive Vice President of the Company and President/CLO/COO of the Bank .
- Committee roles: Not listed as a member of the Audit & Compliance, Compensation, or Nominating & Governance Committees in 2024/2025 committee rosters .
- Independence: Not independent under Nasdaq rules due to executive officer status (same for CEO and Bank CEO) .
- Board leadership structure: CEO also serves as Chairman; no lead independent director; outside directors hold executive sessions at least four times annually (four in 2024) .
- Attendance: In 2024, each director participated in at least 75% of board and applicable committee meetings; Company board held 4 regular and 2 special meetings; Bank board held 12 regular meetings and 1 joint meeting .
Multi-Year Compensation Summary (Howard Hwasaeng Kim)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 392,000 | 422,000 | 437,000 |
| Stock Awards ($) | 758,518 | 781,049 | 634,836 |
| Non-Equity Incentive ($) | 784,000 | 655,500 | 874,000 |
| All Other Comp ($) | 18,300 | 19,800 | 20,700 |
| Total ($) | 1,952,818 | 1,878,349 | 1,966,536 |
Company Performance Track Record (Context for Incentives)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($) | 62,602,000 | 51,613,000 | 64,504,000 |
| ROAE (%) | 19.55% | 14.10% | 16.16% |
| Value of $100 Initial Investment (Company TSR) | 80.75 | 115.36 | 137.12 |
| Value of $100 Initial Investment (Peer TSR) | 88.17 | 110.50 | 118.22 |
Equity Award and Option Activity Detail (2024)
| Metric | Value/Count |
|---|---|
| Options exercised (shares) | 23,622 |
| Value realized on option exercise ($) | 504,802 |
| RS vested (shares) | 31,480 |
| Value realized on RS vesting ($) | 775,982 |
| Unvested RS – tranche details (as of 12/31/2024) | A: 9,336 vests 6/1/2025; B: 23,768 vests 50% 6/1/2025 & 6/1/2026; C: 19,315 vests 33.3% 6/1/2025, 6/1/2026, 6/1/2027 |
| Options outstanding (exercisable) | 56,378 @ $12.70; exp. 7/18/2028 |
Employment Terms – Potential Payments (Illustrative, event at 12/31/2024)
| Scenario | Salary ($) | COBRA ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|---|
| Death/Disability | 437,000 | 39,659 | 1,674,787 | 2,151,446 |
| Change of Control (no termination) | 874,000 | 59,485 | 1,674,787 | 2,608,272 |
| Termination without cause (outside CIC window) | 437,000 | 59,485 | — | 496,485 |
| Termination for good reason/without cause within CIC window | 874,000 | 59,485 | 2,313,113 | 3,246,598 |
Investment Implications
- Strong pay-for-performance linkage via single ROAE metric: 2024 ROAE of 16.2% triggered Kim’s STI cash award at 200% of base and upcoming RS grant; equity vests over three years with acceleration on change-of-control, creating alignment but also single-trigger acceleration risk in M&A scenarios .
- Insider supply signals: 2024 option exercise (23,622 shares; $504,802 realized) and RS vesting (31,480 shares; $775,982 realized) indicate potential selling pressure windows around vest/blackout cycles; trading is subject to pre-clearance and blackout periods .
- Ownership alignment: Kim beneficially owns 568,447 shares (2.24%); plus 56,378 deep-in-the-money options (strike $12.70 vs recent values used in tables), reinforcing skin-in-the-game; hedging and pledging are prohibited, reducing misalignment risks .
- Retention economics: Severance protection is modest (1× base) outside CIC, but increases to 2× base within the CIC window with RS acceleration, balancing retention vs. transaction incentives; non-compete/non-solicit of one year post-termination reduce transition risk .
- Governance considerations: Dual role (executive + director) results in non-independence and no committee membership; board structure combines CEO/Chair without lead independent director, mitigated partly by outside-director executive sessions (4 in 2024) and majority independent board composition, but may raise oversight optics for some investors .