Nack Y. Paek
About Nack Y. Paek
Founder of Metro City Bank (2006) and Chairman/CEO of MetroCity Bankshares, Inc. since its inception (2014); age 83; BS, Seoul National University; MBA, Northern Illinois University . Background spans internal audit leadership (Continental Insurance, 1974–1980), CPA practice ownership (1980–1990), SBA lending platform founder/president (1991–2006), and prior bank board chairmanships . 2024 ROAE measured 16.2% (above 15% target), directly driving CEO short-term incentive payouts; CEO pay ratio for 2024 was 34.0 . Dual-role: combined Chairman/CEO structure with no lead independent director; seven of twelve directors are independent; outside directors meet in executive session four times annually, chaired by Mr. Paek .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Metro City Bank | Founder; Executive Chairman | 2006–present | Led formation and franchise growth; provides strategic insight and business management skills . |
| MetroCity Bankshares, Inc. | Chairman of the Board; Chief Executive Officer | 2014–present | Leads board in vision/strategy; oversees management execution . |
| Government Loan Service Corporation | President | 1991–2006 | Originated/serviced SBA loans for banks; dissolved to focus on Metro City Bank . |
| Nack Y. Paek, P.C. | Sole Owner (CPA firm) | 1980–1990 | Served Asian immigrant communities; built audit/accounting expertise . |
| Continental Insurance Companies | Internal Audit Director, Southern U.S. | 1974–1980 | Internal controls and audit oversight . |
| Summit Bank Corporation | Founding Director; Chairman of the Board; Chairman of Audit Committee | 1987–1994 (Chair 1992–1994) | Board leadership and audit chairmanship . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CPACS (Center for Pan-Asian Community Services, Inc.) | Chairman, Board of Directors | 2002–2016 | Largest nonprofit supporting Asian immigrant communities in Atlanta . |
| U.S. Small Business Administration Advisory Council (Georgia) | Member | Early 1990s | Advisory role to SBA in Georgia . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2022 | 425,000 | 18,300 (401(k) match) | |
| 2023 | 455,000 (blend reflecting 4/1/2023 adjustment) | 19,800 (401(k) match) | Base reviewed biennially; last adjustment effective 4/1/2023 . |
| 2024 | 470,000 | 20,700 (401(k) match) | No base adjustment in 2024; base reviewed every two years . |
Performance Compensation
| Year | Metric | Weighting | Target | Actual | Payout (Cash) | Equity Grant | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 (EIBP) | ROAE | Paek allocation: 30% of bonus pool | 15.0% ROAE | 16.2% ROAE | 200% of base salary; paid Dec 2024 | Remainder of pool in restricted stock to be granted 6/1/2025 | 25% at grant; 25% on each of next three anniversaries; accelerated on change of control/death/disability . |
| 2023 Earned → 2024 Delivered | ROAE-based STI | Paek allocation: 30% of bonus pool | N/A (2023 plan) | N/A (exceeded 150% of base salary threshold) | N/A | 34,215 RSUs granted 6/1/2024; grant-date fair value $843,400 | 25% on grant; remaining over three years per outstanding award schedules . |
Multi-year compensation summary:
| Year | Stock Awards ($) | Non-Equity Incentive ($) | Total Compensation ($) |
|---|---|---|---|
| 2022 | 1,001,019 | 850,000 | 2,294,319 |
| 2023 | 1,028,058 | 705,000 | 2,207,858 |
| 2024 | 843,400 | 940,000 | 2,274,100 |
Equity Ownership & Alignment
Beneficial ownership and outstanding awards:
| Item | Detail |
|---|---|
| Shares beneficially owned | 1,288,554 (5.07% of 25,402,782 outstanding as of 4/1/2025) . |
| Options (Exercisable/Unexercisable) | 56,378 exercisable; 0 unexercisable; strike $12.70; expiration 7/18/2028 . |
| Unvested restricted shares (counts) | 12,321; 31,286; 25,661; total 69,268 . |
| Unvested restricted shares (market value) | $393,656; $999,588; $819,869; total $2,213,113 (at $31.95 close 12/31/2024) . |
| 2024 equity activity | Option exercises: 23,622 shares; value realized $504,802. RSUs vested: 41,747 shares; value realized $1,029,064 . |
| Hedging/pledging policy | Hedging and use of Company stock as collateral are prohibited; margin purchases restricted; blackout periods and pre-clearance required . |
Outstanding RSU vesting schedule (Paek):
- 12,321 vest 6/1/2025 .
- 31,286 vest 50% on 6/1/2025 and 50% on 6/1/2026 .
- 25,661 vest 33.3% on 6/1/2025, 6/1/2026, and 6/1/2027 .
Employment Terms
| Scenario | Salary Multiple | COBRA | Equity Acceleration | Total Illustrative ($) |
|---|---|---|---|---|
| Death/Disability | N/A (salary line shows 470,000) | 39,659 | $2,313,113 (acceleration at $31.95 on 12/31/2024) | $2,822,772 |
| Change of Control | 2x base salary ($940,000) if termination occurs during CIC window; 1x outside CIC window | 59,485 | $2,313,113 | $3,312,598 |
| Termination Without Cause (outside CIC) | 1x base salary ($470,000) | 59,485 | None | $529,485 |
| Termination Without Cause/Good Reason in Connection with a CIC | 2x base salary ($940,000) | 59,485 | $2,313,113 | $3,312,598 |
Additional policies:
- Clawback: recover erroneously awarded compensation after a financial restatement per Nasdaq Rule 10D-1 .
- Equity grant practices: not timed to MNPI; grants follow yearly cycle .
- Ownership guidelines, non-compete, non-solicit, garden leave: not disclosed in proxy sections cited.
Board Governance
- Structure: Combined Chairman/CEO; no lead independent director; seven of twelve directors classified as independent; boards of the Company and Bank have identical membership .
- Committee memberships (2024): Mr. Paek is not listed as a member of Audit & Compliance, Compensation, or Nominating & Governance; committee chairs are Hungeling (Audit), Patel (Compensation), Lai (Nominating & Governance) .
- Executive sessions: Outside directors meet in executive session at least quarterly (four in 2024); sessions are presided over by Chairman Nack Y. Paek .
- Attendance: Each director participated in at least 75% of board and committee meetings; four regular Company board meetings, two special, twelve Bank board meetings, and one joint meeting in 2024 .
- Family relationships impacting independence: Mr. Paek is father of director J. Paek and father-in-law of director Frank Glover; both classified non-independent .
Related Party Transactions
- Aside from ordinary banking relationships and lease payments to 5385 JC, LLC (described elsewhere in proxy), no director/executive/≥5% holder or related entities had material interest in transactions >$120,000 .
Investment Implications
- Pay-for-performance linkage: 2024 cash incentive formulaic at 200% of base tied to ROAE >15%; bonus pool up to 10% of net after-tax income; equity grants vest over three years with change-of-control acceleration—clear alignment to profitability and capital efficiency via ROAE .
- Insider selling/overhang: 23,622 options exercised and 41,747 RSUs vested in 2024; upcoming unvested tranches total 69,268 shares with $2.21M market value at year-end pricing—monitor potential selling pressure around 6/1/2025, 6/1/2026, 6/1/2027 .
- Alignment and risk: Significant personal ownership at 5.07% of shares outstanding plus fully vested, in-the-money options (strike $12.70 vs recent levels) supports alignment; hedging/pledging prohibitions reduce misalignment risk .
- Governance considerations: Combined Chair/CEO with no lead independent director and family ties on the board may be viewed as a governance risk; however, a majority-independent board and structured committee oversight partially mitigate .
- Change-of-control economics: 2x salary and full RSU acceleration in CIC-related termination increase potential golden parachute value; single/double-trigger features imply meaningful payout sensitivity to transaction scenarios .