John Paek
About John Paek
- Age 50; director of MetroCity Bankshares, Inc. since September 2024. Licensed attorney (CA, GA, NY, MA). Background in state and local tax at Big 4 and AmLaw firms; J.D. (Georgetown) and LL.M. in Taxation (Boston University). Joined the MCBS board as a Class III director; not independent due to family relationship (son‑in‑law of Chairman/CEO Nack Y. Paek).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte Tax LLP | Principal (State income tax compliance, consulting, controversy) | 2019–2023 | Senior client advisory on state tax; leadership role implied by Principal title |
| Baker McKenzie LLP | Partner (2011–2019); Attorney (2007–2011) | 2007–2019 | Member, Global Indirect Tax Steering Committee; Editor, North American Tax Practice Group Newsletter |
| Sullivan & Worcester LLP | Associate (state tax litigation/consulting) | 2006–2007 | Litigation support in state tax matters |
| Ernst & Young LLP | State tax consultant; 2-year rotation in National Tax (Washington, D.C.) | pre‑2006 | Quality control evaluations of technical opinions; coordination of SALT consulting practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed in MCBS proxy biography |
Board Governance
- Independence: Not independent (family relationship); board determined Messrs. Glover and J. Paek are the son and son‑in‑law, respectively, of the Chairman/CEO Nack Y. Paek.
- Tenure and class: Director since September 2024; Class III.
- Committee assignments (2024/as of proxy date): None listed for Audit & Compliance, Compensation, or Nominating & Governance.
- Attendance: Company disclosed each director participated in ≥75% of aggregate board and committee meetings in 2024 (during period served).
- Board leadership/structure: No lead independent director; roles of Chair and CEO combined; outside director executive sessions held at least quarterly, presided over by Chairman/CEO Nack Y. Paek.
Fixed Compensation (Director)
| Component | Detail | 2024 Amount |
|---|---|---|
| Cash fees | Partial-year after appointment (effective Sept 18, 2024) | $23,200 |
| Annual retainer design | Non‑employee directors: $2,750/month; $2,750 per board meeting; committee chair adders (Audit $10k; Comp/NG/Credit/IT $8k); Directors’ Loan Committee $400/meeting | Program terms for 2024 |
Performance Compensation (Director)
| Element | 2024 Grant | Vesting | Notes |
|---|---|---|---|
| Annual restricted stock for non‑employee directors | 892 shares to each non‑employee director on 6/1/2024 (grant date fair value $22,000 at $24.65) | 25% on grant; 25% on each of first three anniversaries | Mr. John Paek received no equity in 2024 due to joining in September 2024 |
No performance-conditioned metrics apply to director compensation; equity awards (when granted) vest time‑based.
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Interlock/Conflict Note |
|---|---|---|---|
| — | — | — | None disclosed; principal potential interlock risk arises from family ties within MCBS board/management (see Governance Assessment). |
Expertise & Qualifications
- Legal and tax expertise from Big 4 and AmLaw experience; licensed attorney in CA, GA, NY, MA.
- Board skills matrix identifies legal/regulatory compliance among the board’s competencies; J. Paek contributes legal/tax expertise.
Equity Ownership
| Item | Amount/Percent | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 234,800 | As of April 1, 2025 |
| Indirect (held in family trust for children; voting power retained) | 200,000 | Per footnote (trust ownership) |
| Direct (estimated = total – indirect) | 34,800 | Derived from totals in proxy |
| Shares outstanding (denominator) | 25,402,782 | As of April 1, 2025 (record date) |
| Ownership as % of shares outstanding | ~0.92% | 234,800 / 25,402,782 |
| Pledging/hedging | Prohibited by policy (no shorting, derivatives, margin, or using company stock as collateral) | Insider Trading Policy applies to directors; pre‑clearance and blackout periods required |
Insider Trades and Filings
| Date | Filing | Summary | Source |
|---|---|---|---|
| 2024‑09‑26 | Form 3 (Initial Statement of Beneficial Ownership) | Initial holdings reported upon joining board | |
| 2025‑06‑03 | Form 4 (Statement of Changes in Beneficial Ownership) | Reported change in beneficial ownership; details in SEC Form 4 |
Related-Party Exposure (Context)
- Related-party transactions policy overseen by Nominating & Governance Committee; Section 23A/23B and Reg O compliance noted.
- Ordinary banking relationships with directors/officers and affiliates: ~$1.2m loans and ~$14.4m deposits outstanding as of Dec 31, 2024; none categorized as nonaccrual/past due/restructured/problem loans.
- Lease: Bank leased Norcross office from 5385 JC, LLC where Chairman Nack Y. Paek is a managing member; ~$156,000 in 2024 lease payments; management asserts terms are no less favorable than with third parties.
Governance Assessment
- Strengths
- Legal and tax depth enhances board oversight of regulatory, tax, and compliance areas; formal board processes for risk and cybersecurity oversight; semi‑annual third‑party board/committee evaluations.
- Robust insider trading controls (pre‑clearance/blackouts), hedging/pledging prohibitions, and clawback policy implemented (Nasdaq Rule 10D‑1 compliant).
- Risks / Red Flags
- Independence: Not independent (son‑in‑law of Chairman/CEO); board lacks a designated lead independent director; Chairman/CEO presides over outside‑director executive sessions—unusual and weakens independent oversight optics.
- Family concentration: Multiple family members on the board (Chairman/CEO plus son and son‑in‑law as directors) elevates perceived entrenchment/conflict risk.
- Related‑party dealings: Lease with entity managed by Chairman; while policy and approvals are in place, transactions require ongoing scrutiny for arm’s‑length terms.
- Engagement/Attendance
- Company disclosed ≥75% meeting attendance for all directors in 2024; outside‑director executive sessions held four times in 2024. Continued monitoring advised as committee assignments evolve post‑May 2025 resignations.
Overall: Mr. Paek brings credible legal/tax expertise beneficial to a regulated financial institution, but the lack of independence and concentrated family ties at MCBS represent governance risk factors that may weigh on investor confidence and warrant heightened monitoring of related‑party oversight, committee independence, and board leadership structure.