DEF 14A of Medallion Financial Corp, Apr 30, 2025

DEF 14A of Medallion Financial Corp

Filed Apr 30, 2025 · FY20240000950170-25-061067

Open on EDGAR

  1. ELECTION OF CLASS II DIRECTORS

    ELECTION OF CLASS II DIRECTORS Our Restated Certificate of Incorporation provides that the Board of Directors is divided into three classes (Class I, Class II and Class III) serving staggered terms of three years. Elections for Class II directors will be held at the Annual Meeting on June 12, 2025. Class III directors were last elected at the annual meeting of shareholders held on June 22, 2023 and will stand for election in 2026. Class I directors were last elected at the annual meeting of shareholders held on June 11, 2024 and will stand for election in 2027. The Board of Directors has nominated Brent O. Hatch, Andrew M. Murstein and Allan Tanenbaum for election as Class II directors for a three-year term until the annual meeting of shareholders in 2028. Messrs. Hatch, Murstein and Tanenbaum each presently serves as a director and has consented to being named in this proxy statement and to serve if elected. The persons named in the enclosed proxy card, Alvin Murstein and Marisa T. Silverman, will vote to elect Messrs. Hatch, Murstein and Tanenbaum as our directors unless authority to vote for the election of any or all of the nominees is withheld by marking the proxy card to that effect. If for any reason any nominee should become unavailable for election prior to the Annual Meeting, the person acting under the proxy may vote the proxy for the election of a substitute designated by the Board of Directors. It is not presently expected that any of the nominees will be unavailable. On December 30, 2024, the Company received a notice from BIMIZCI Fund LLC (“BIMIZCI”) stating its intent to nominate three directors for election to the Board of Directors at the Annual Meeting (the “Notice”). On April 29, 2025, BIMIZCI notified the Company of the withdrawal of its Notice. As a result, the individuals named in BIMIZCI’s Notice will not be nominated or presented for a vote at the Annual Meeting, and they are not included on the Company’s proxy card. Approval of the nominees requires a plurality of the votes cast at the Annual Meeting, in person or by proxy.

  2. NOMINEES TO SERVE AS CLASS II DIRECTORS UNTIL

    NOMINEES TO SERVE AS CLASS II DIRECTORS UNTIL

  3. OUR DIRECTORS AND EXECUTIVE OFFICERS

    OUR DIRECTORS AND EXECUTIVE OFFICERS The table below sets forth the name, ages and titles of the persons who were our directors and executive officers as of April 14, 2025:

  4. OUR DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Position | | Independent Directors | | | | John Everets (1) | 78 | Director | | Cynthia A. Hallenbeck (1) | 68 | Director | | Brent O. Hatch (2) | 66 | Director | | Robert M. Meyer (3) | 79 | Director | | Allan J. Tanenbaum (2) | 78 | Director | | Non-Independent Directors | | | | Alvin Murstein (1) (4) | 90 | Chairman, Chief Executive Officer and Director | | Andrew M. Murstein (2) (4) | 60 | President, Chief Operating Officer and Director | | David L. Rudnick (3) (4) | 84 | Director | | Executive Officers Who Are Not Directors | | | | Anthony N. Cutrone | 45 | Executive Vice President and Chief Financial Officer | | D. Justin Haley | 51 | Executive Vice President and Chief Financial Officer of Medallion Bank | | Thomas J. Munson | 42 | Executive Vice President and Chief Credit Officer | | Donald S. Poulton | 71 | Chief Executive Officer and President of Medallion Bank | | Marisa T. Silverman | 46 | Executive Vice President, Chief Compliance Officer, General Counsel and Secretary |

  5. OUR DIRECTORS AND EXECUTIVE OFFICERS

    (1) Indicates a Class III director whose term expires at the 2026 Annual Meeting of Shareholders. (2) Indicates a Class II director standing for election at this Annual Meeting of Shareholders. (3) Indicates a Class I director whose term expires at the 2027 Annual Meeting of Shareholders. (4) Indicates a non-independent director as determined under applicable NASDAQ listing standards. The address for each director is c/o Medallion Financial Corp., 437 Madison Avenue, 38th Floor, New York, New York 10022. The address for the executive officers is our principal offices, located at 437 Madison Avenue, 38th Floor, New York, New York 10022.

  6. Independent Directors Not Standing for Election

    Independent Directors Not Standing for Election John Everets has served as our director since July 2017. Mr. Everets is currently a partner at Arcturus Capital in Boston, Massachusetts. Prior to joining Arcturus, he was lead investor, Chairman of the Board and Chief Executive Officer of the Bank of Maine from 2010 to 2015, where he led the recapitalization of the Bank, helped improve its financial position and eventually joined with Camden National Bank to form the largest bank in northern New England. Before leading the Bank of Maine, Mr. Everets was Chairman of Yorkshire Capital. Prior to that, he was Chairman and CEO of GE HPSC, Inc., from 1993 to 2006, where he grew the company from $100 million in assets to $1 billion before it was acquired by General Electric in 2004. Mr. Everets has served on the Board of Directors of Medallion Bank since September 2019. Mr. Everets previously served as a director of Financial Security Assurance, Advest Group Inc., and Martin Currie Business Trust. Mr. Everets also previously held several executive positions at Advest, Inc. and is a former Trustee of the Boston Athenaeum. Mr. Everets is currently a director of the Eastern Company, is on the Board of Directors of Newman’s Own Foundation where he chairs the Finance Committee, is a director of the Westminster Kennel Club and is a director of Pearl Diver Credit Company Inc. He brings extensive financial and leadership experience at both public and private companies to our Board of Directors. Cynthia A. Hallenbeck has served as our director since June 2020. Ms. Hallenbeck currently serves on the Clinton Health Access Initiative board of directors’ audit committee and the boards of directors for both the Wellspring Foundation and the Diabetes Training Camp Foundation. Ms. Hallenbeck served on both the audit and compensation committees of the Walker & Dunlop, Inc. board of directors, having joined the board in December 2010 and serving as a director through 2019. During her tenure, she chaired the audit committee from the company’s initial public offering through 2015. Ms. Hallenbeck is the chief executive officer of Alercyn, Inc., a private consulting firm that she founded in 2010, where her most significant engagements were as the interim Chief Financial Officer of Habitat for Humanity Greater Boston, Inc. from April 2023 through the present, acting Chief Financial Officer of the Conservation Law Foundation from June 2018 through December 2019 and the Episcopal Diocese of Massachusetts from September 2020 through August 2022. Prior to this, Ms. Hallenbeck served as the interim Chief Financial Officer for Facing History and Ourselves from November 2017 until June 2018. Ms. Hallenbeck also served as the Chief Financial Officer of the Environmental Defense Fund, Inc. from 2014 to 2016. Throughout her career, Ms. Hallenbeck has served in varying leadership roles including serving as the Chief Financial Officer of Citigroup, Inc.’s corporate treasury department from 2002 to 2005 and held other significant positions including Chief Operating Officer of global legal support from 2007 to 2008. Prior to her service with Citigroup, Ms. Hallenbeck spent over 14 years at Merrill Lynch & Co., Inc. in a variety of finance, treasury and accounting roles including Treasurer of its global futures business and Chief Financial Officer of its securities financing group. Ms. Hallenbeck has an M.B.A. with distinction from the Harvard Business School and received her B.A. from Smith College. Ms. Hallenbeck brings over 30 years of substantial financial management experience. Ms. Hallenbeck is an acknowledged veteran of both public and nonprofit executive management teams and a recognized financial expert on the audit committees of several organizations. Robert M. Meyer has served as our director since July 2021. Mr. Meyer currently serves as a member of the Board of Directors and the Audit Committee of our subsidiary Medallion Bank and has served in such roles since 2016 and 2019 respectively. He served as Executive Vice President and Chief Commercial Lending Officer at Valley National Bancorp from 1997 until his retirement in 2016, and, following his retirement, Mr. Meyer provided consulting services to Valley National Bank until August 2018. During his 47-year career in banking, Mr. Meyer previously served as President and Chief Executive Officer of Midland Bancorp/Midland Bank and Trust Company from 1991 to 1997 and President and Chief Executive Officer of Broad Street National Bank and First Jersey National Bank/Central from 1985 to 1988. Mr. Meyer holds a bachelor’s degree and a master’s degree from Montclair State College and an M.B.A. from the University of Miami. Mr. Meyer brings extensive experience in the banking industry and in the lending business as well as over 25 years of experience managing public companies.

  7. Non-Independent Directors Not Standing for Election

    Non-Independent Directors Not Standing for Election Alvin Murstein has served as Chairman of our Board of Directors since our founding in 1995 and has been our Chief Executive Officer since February 1996. Mr. Murstein has also been Chairman of the board of directors and Chief Executive Officer of Medallion Funding LLC, formerly known as Medallion Funding Corp., since its founding in 1979. Mr. Murstein received a B.A. and an M.B.A. from New York University and has been an executive in the taxicab industry for over 60 years. Mr. Murstein served on the board of directors of the Strober Organization, Inc., a building supply company, from 1988 to 1997. He serves as a trustee of the not-for-profit Parker Jewish Institute for Health Care and Rehabilitation. Alvin Murstein is the father of Andrew M. Murstein. Mr. Murstein brings to our Board of Directors over 60 years of experience in the ownership, management, and financing of commercial businesses and taxicab medallions. He has deep knowledge of our Company and its business, having served as Chairman of our Board of Directors since our founding in 1995 and our Chief Executive Officer since 1996. David L. Rudnick has served as our director since February 1996. Mr. Rudnick serves as President of Rudco Properties, Inc., a real estate and private equity investment and management firm. Mr. Rudnick served as President of Rudco Industries, Inc., an international manufacturer of machine readable documents, from 1963 to 1986. Mr. Rudnick previously served as President of the Financial Stationers Association and a director of West Side Federal Savings & Loan Association, the nation’s largest savings and loan association at the time of his directorship, and is now part of Citibank, and Chelsea National Bank, which is now Modern Bank. Mr. Rudnick received an A.B. with honors in economics from Harvard University and an M.B.A. from Columbia University Graduate School of Business. Mr. Rudnick is Andrew M. Murstein’s father-in-law. Mr. Rudnick brings investment and executive management skills to our Board of Directors. He also has deep knowledge of our Company and its business, having served on our Board of Directors since 1996.

  8. Say on Pay Vote and Shareholder Engagement

    Say on Pay Vote and Shareholder Engagement As required by Section 14A of the Exchange Act, our shareholders voted on a non-binding advisory resolution regarding the compensation of the NEOs at the 2024 Annual Meeting of Shareholders. We, the Board of Directors and the Compensation Committee pay careful attention to communication received from shareholders regarding executive compensation, including the non-binding advisory vote. The Company received shareholder support for our non-binding advisory resolution of 73.4% in 2024 at our 2024 Annual Meeting of Shareholders. We value shareholder feedback and encourage shareholders to provide feedback on our executive compensation practices. We maintain open lines of communication with our shareholders and are proactive with responding appropriately to all shareholder inquiries regarding various aspects of our business, including executive compensation. We have developed a Long-Term Incentive Program and an Annual Short Term Incentive Plan to better align our compensation practices with market, orient and drive behavior for our executives, enhance executive performance, and further align our programs with shareholders. As part of our response to shareholder feedback and go-forward compensation structure review, we continued to enhance our annual incentive plan, as well as implemented performance-based equity grants beginning in 2023.

  9. Compensation Best Practices

    Compensation Best Practices The principles of our executive compensation programs are to encourage good governance, protect and promote the interests of our shareholders, align the interests of our executives with those of the Company, promote a culture of integrity and accountability, and enhance shareholder value. Below we summarize our compensation best practices: • Stock Ownership Guidelines – We require our executives, including our NEOs, and directors to own and hold shares in the Company. (See page 36 for a description of our policy.) • Compensation Recoupment Policy – We have adopted an amended and restated compensation recoupment policy that requires the Company to recoup erroneously paid incentive compensation in the event of a financial restatement. (See page 36 for a description of our policy.) • Independent Compensation Advisor – The Compensation Committee engaged Meridian as its independent compensation consultant. • Performance-Based Compensation – A significant portion of our executive compensation is paid based on performance through annual cash incentives and long-term equity-based compensation. • Short Term Incentive Plan – We grant a cash incentive rewarding annual corporate performance utilizing a scorecard approach with defined factors and goals that measure operational success. Such cash awards were earned based on the Compensation Committee’s assessment of various scorecard metrics. • Long-Term Incentive Program – We grant a 50-50 mix of time-based restricted stock and performance-based stock units to our NEOs in order to align the interests of our NEOs with those of our shareholders. The Compensation Committee determined the size of each executive’s time-based restricted stock grant and performance-based stock unit grant based on the target reflecting competitive market, experience, role, responsibilities, performance, and contribution. • Determination of Pay Levels – The Compensation Committee considers competitive market data derived from our peer group, as well as NEO position, experience, role and responsibilities and performance, among other factors the Compensation Committee deems appropriate when sizing each component of compensation to our NEOs. • Code of Ethical Conduct and Insider Trading Policy and Code of Ethical Conduct for Senior Financial Officers – We maintain policies, including a Code of Ethical Conduct and Insider Trading Policy and a Code of Ethical Conduct for Senior Financial Officers, which, among other guidelines, prohibit our directors, officers and employees, and the Company itself, from engaging in various transactions involving Company securities, including, but not limited to, short sales, investments in derivatives, hedging transactions, and margin purchases. • No Repricing of Stock Options without Shareholder Approval – We have never repriced stock options and cannot do so without shareholder approval. No Payment of Dividends/Dividend Equivalents on Unvested Awards – We do not pay cash dividends, stock dividends or dividend equivalents on unvested equity awards. Cash dividends and stock dividends, if any, accrue with respect to shares of restricted stock and are withheld by the Company for the participant’s account until shares of restricted stock vest, and are subject to forfeiture to the same degree as the shares of restricted stock to which such dividends relate, unless the applicable Restricted Stock Agreement provides otherwise. Additionally, dividend equivalents on unvested performance stock units, if any, accrue with respect to performance stock units and are withheld by the Company for the participant’s account until performance stock units are earned, vested, and paid, and are subject to forfeiture to the same degree as the performance stock units to which such dividend equivalents relate.

  10. Principal Elements of Pay

    | Element | Form | Purpose/Description | | Base Salary | Cash | We pay a competitive base salary rate to attract and retain highly skilled executive talent. | | Short-Term Incentive | Cash | We provide variable short-term cash incentives that are designed to motivate and reward attainment of specific goals relative to our annual business plans and objectives. | | Long-Term Incentive | Equity (50-50 mix of restricted stock and performance stock units to named executive officers) | We provide long-term incentives in the form of restricted stock and performance stock units to named executive officers to align the interests of such executives with those of our shareholders and incentivize executives to enhance shareholder value. |

  11. BENCHMARKING AND PEER GROUP

    BENCHMARKING AND PEER GROUP The Compensation Committee periodically asks Meridian as its independent compensation consultant to benchmark our executive compensation program and pay levels against our compensation peer group. Due to our unique business model, there are a limited number of direct peers in related industries. We selected the peer companies with attributes similar to the Company, including (i) industry, (ii) business mix (i.e., consumer finance and specialty finance), (iii) size (assets) and (iv) business competitors. While peer group and compensation data are useful guides for comparative purposes, we do not target compensation to a particular benchmark level. We believe that a successful compensation program requires the Compensation Committee’s application of judgment sizing each NEO’s compensation package and subjective determinations of corporate and individual performance. In December 2023, the Compensation Committee approved the following 15 company peer group selected, which served as a reference for the 2024 pay decisions:

  12. BENCHMARKING AND PEER GROUP

    | Arrow Financial Corporation | Old Market Capital Corporation (2) | | Consumer Portfolio Services, Inc. | Oportun Financial Corporation | | CURO Group Holdings Corp. (1) | PRA Group Inc. | | EZCORP, Inc. | Regional Management Corp. | | FinWise Bancorp | The Bancorp, Inc. | | LendingTree, Inc. | Willis Lease Finance Corporation | | Metropolitan Bank Holding Corp. | World Acceptance Corporation | | MoneyLion Inc. | |

  13. BENCHMARKING AND PEER GROUP

    (1) This entity no longer exists as a standalone publicly traded company and therefore is not included going forward. (2) Previously named Nicholas Financial, Inc.

  14. Annual Short Term Incentive Plan

    Annual Short Term Incentive Plan The Annual Short Term Incentive Plan (the “STI Plan”) is an annual cash incentive program that provides our NEOs the opportunity to receive an annual cash award based on the achievement of predetermined financial and operational goals. The STI Plan is designed to: • enable the Company and its subsidiaries to attract, retain, motivate and reward the best qualified executive officers and key employees; • focus executives and key employees on performance metrics that align with the Company’s financial and strategic goals and objectives; • link short-term pay to the Company’s annual financial performance; • put a meaningful portion of compensation at risk based on the Company’s success; and • align executive performance with long-term interests of our shareholders. In 2024, the Compensation Committee set each NEO’s STI Plan target incentive (expressed as a percentage of base salary) accounting for competitive market data derived from our peer group and the NEO’s position, experience, role and responsibilities and performance:

  15. Annual Short Term Incentive Plan

    | Named Executive Officer | Target Incentive (% of Base Salary) | | Alvin Murstein | 87% | | Andrew M. Murstein | 165% | | Anthony N. Cutrone | 125% | | Donald S. Poulton | 125% | | D. Justin Haley | 100% |

  16. Annual Short Term Incentive Plan

    Depending on achieved performance, each NEO may earn between 0% and 200% of their respective Target Incentive. For 2024, the Compensation Committee approved 2024 STI Plan performance goals that fell into one of three general categories (corporate, strategic goals and segment results) to provide a comprehensive and balanced approach to assessing and rewarding our performance (with the applicable metrics and weights varying for each respective NEO as discussed more fully below). The Compensation Committee selected the following performance metrics, which measure operational success, correlate with shareholder value and drive desired behaviors of management: • Corporate o Medallion Financial Corp. Earnings (Net Income Attributable to Shareholders) o Medallion Financial Corp. Diluted Earnings Per Share o Medallion Financial Corp. Return on Shareholders’ Equity Medallion Financial Corp. Asset Growth Strategic Goals Medallion Portfolio Cash Received o Medallion Bank Segment Metrics – Medallion Bank Return on Assets • Segment Results o Medallion Bank Total Net Income o Medallion Bank Return on Assets These performance goals, related payout opportunity, 2024 actual results and percentage of target earned are described in the below table:

  17. Annual Short Term Incentive Plan

    | | | | 2024 Goals | | | 2024 Performance | | | Category | Performance Measure | Applicable NEO | Threshold (50%) | Target (100%) | Stretch (200%) | Result | % of Target Incentive Earned | | Corporate | Medallion Financial Corp. Earnings (Net Income Attributable to Shareholders) (in millions) | All NEOs | $24.85 | $35.50 | $53.25 | $35.88 | 102.1% | | | Medallion Financial Corp. Diluted Earnings Per Share | CEO, President and CFO | $1.00 | $1.43 | $2.15 | $1.52 | 112.5% | | | Medallion Financial Corp. Return on Shareholders’ Equity | All NEOs | 7.02% | 10.03% | 15.05% | 10.12% | 101.8% | | | Medallion Financial Corp. Asset Growth | CEO, President and CFO | 6.03% | 7.14% | 8.21% | 10.85% | 200.0% | | Strategic Goals | Medallion Portfolio Cash Received (in millions) | CEO | $6.37 | $9.10 | $11.83 | $12.06 | 200.0% | | | Medallion Bank Segment Metrics – Medallion Bank Return on Assets | President | 2.43% | 3.04% | 3.65% | 2.52% | 57.4% | | Segment Results | Medallion Bank Total Net Income (in millions) | Medallion Bank’s CEO and CFO | $48.79 | $69.70 | $90.61 | $60.58 | 78.2% | | | Medallion Bank Return on Assets | Medallion Bank’s CEO and CFO | 2.43% | 3.04% | 3.65% | 2.52% | 57.4% |

  18. Annual Short Term Incentive Plan

    The following tables present each NEO’s 2024 STI Plan scorecard metrics, weights, targets and results: Alvin Murstein, Chairman and Chief Executive Officer:

  19. Annual Short Term Incentive Plan

    | | | | 2024 Goals | 2024 Performance | | | Category | Performance Measure | Weight | Target (100%) | Result | % of Target Incentive Earned | | Corporate | Medallion Financial Corp. Earnings (Net Income Attributable to Shareholders) (in millions) | 20% | $35.50 | $35.88 | 102.1% | | | Medallion Financial Corp. Diluted Earnings Per Share | 20% | $1.43 | $1.52 | 112.5% | | | Medallion Financial Corp. Return on Shareholders’ Equity | 20% | 10.03% | 10.12% | 101.8% | | | Medallion Financial Corp. Asset Growth | 20% | 7.14% | 10.85% | 200.0% | | Strategic Goals | Medallion Portfolio Cash Received (in millions) | 20% | $9.10 | $12.06 | 200.0% | | | Weighted % of Target Incentive Earned | | | | 143.28% |

  20. Annual Short Term Incentive Plan

    Andrew M. Murstein, President and Chief Operating Officer:

  21. Annual Short Term Incentive Plan

    | | | | 2024 Goals | 2024 Performance | | | Category | Performance Measure | Weight | Target (100%) | Result | % of Target Incentive Earned | | Corporate | Medallion Financial Corp. Earnings (Net Income Attributable to Shareholders) (in millions) | 20% | $35.50 | $35.88 | 102.1% | | | Medallion Financial Corp. Diluted Earnings Per Share | 20% | $1.43 | $1.52 | 112.5% | | | Medallion Financial Corp. Return on Shareholders’ Equity | 20% | 10.03% | 10.12% | 101.8% | | | Medallion Financial Corp. Asset Growth | 20% | 7.14% | 10.85% | 200.0% | | Strategic Goals | Medallion Bank Segment Metrics – Medallion Bank Return on Assets | 20% | 3.04% | 2.52% | 57.4% | | | Weighted % of Target Incentive Earned | | | | 114.76% |

  22. Annual Short Term Incentive Plan

    Anthony N. Cutrone, Executive Vice President and Chief Financial Officer:

  23. Annual Short Term Incentive Plan

    | | | | 2024 Goals | 2024 Performance | | | Category | Performance Measure | Weight | Target (100%) | Result | % of Target Incentive Earned | | Corporate | Medallion Financial Corp. Earnings (Net Income Attributable to Shareholders) (in millions) | 35% | $35.50 | $35.88 | 102.1% | | | Medallion Financial Corp. Diluted Earnings Per Share | 25% | $1.43 | $1.52 | 112.5% | | | Medallion Financial Corp. Return on Shareholders’ Equity | 20% | 10.03% | 10.12% | 101.8% | | | Medallion Financial Corp. Asset Growth | 20% | 7.14% | 10.85% | 200.0% | | | Weighted % of Target Incentive Earned | | | | 124.23% |

  24. Annual Short Term Incentive Plan

    Donald S. Poulton, President and Chief Executive Officer of Medallion Bank:

  25. Annual Short Term Incentive Plan

    | | | | 2024 Goals | 2024 Performance | | | Category | Performance Measure | Weight | Target (100%) | Result | % of Target Incentive Earned | | Corporate | Medallion Financial Corp. Earnings (Net Income Attributable to Shareholders) (in millions) | 25% | $35.50 | $35.88 | 102.1% | | | Medallion Financial Corp. Return on Shareholders’ Equity | 25% | 10.03% | 10.12% | 101.8% | | Segment Results | Medallion Bank Total Net Income (in millions) | 25% | $69.70 | $60.58 | 78.2% | | | Medallion Bank Return on Assets | 25% | 3.04% | 2.52% | 57.4% | | | Weighted % of Target Incentive Earned | | | | 84.87% |

  26. Annual Short Term Incentive Plan

    D. Justin Haley, Executive Vice President and Chief Financial Officer of Medallion Bank:

  27. Annual Short Term Incentive Plan

    | | | | 2024 Goals | 2024 Performance | | | Category | Performance Measure | Weight | Target (100%) | Result | % of Target Incentive Earned | | Corporate | Medallion Financial Corp. Earnings (Net Income Attributable to Shareholders) (in millions) | 25% | $35.50 | $35.88 | 102.1% | | | Medallion Financial Corp. Return on Shareholders’ Equity | 25% | 10.03% | 10.12% | 101.8% | | Segment Results | Medallion Bank Total Net Income (in millions) | 25% | $69.70 | $60.58 | 78.2% | | | Medallion Bank Return on Assets | 25% | 3.04% | 2.52% | 57.4% | | | Weighted % of Target Incentive Earned | | | | 84.87% |

  28. Annual Short Term Incentive Plan

    As a result of its comprehensive assessment, the Compensation Committee approved the payouts set forth in the below table for each NEO.

  29. Annual Short Term Incentive Plan

    | Named Executive Officer | Target Incentive (% of Base Salary) | Scorecard Payout (% of Target) | Scorecard Payout ($) | Actual Payout ($) | | Alvin Murstein | 87% | 143.28% | $1,154,735 | $1,154,735 | | Andrew M. Murstein | 165% | 114.76% | $2,052,911 | $2,052,911 | | Anthony N. Cutrone | 125% | 124.23% | $611,442 | $611,442 | | Donald S. Poulton | 125% | 84.87% | $501,291 | $501,291 | | D. Justin Haley | 100% | 84.87% | $296,586 | $296,586 |

  30. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Plan authorizes the Compensation Committee to grant equity-based awards to our NEOs, including stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance awards, and other awards. Generally, equity awards are subject to the satisfaction of specified vesting conditions (such as time-based vesting or performance-based vesting) before they are settled or paid (or exercised in the case of stock options and stock appreciation rights). In 2024, the Compensation Committee set the target LTI value of each NEO’s equity grants, which is expressed as a percentage of base salary, accounting for competitive market data derived from our peer group and the NEO’s position, experience, role and responsibilities and performance. Each NEO’s target LTI value was allocated equally between time-based restricted stock awards and performance-based performance stock units.

  31. Long-Term Incentive Compensation

    | Named Executive Officer | Target Incentive (% of Base Salary) | Number of 2024 Restricted Stock Awards | Target Number of 2024 Performance Stock Units | | Alvin Murstein | 87% | 22,203 | 22,203 | | Andrew M. Murstein | 165% | 99,714 | 99,714 | | Anthony N. Cutrone | 125% | 27,435 | 27,435 | | Donald S. Poulton | 125% | 32,922 | 32,922 | | D. Justin Haley | 100% | 19,478 | 19,478 |

  32. Long-Term Incentive Compensation

    We granted these awards to align the interests of our NEOs with those of our shareholders and incentivize executives to enhance shareholder value. Generally, the time-based restricted awards vest ratably in equal one-third installments, subject to the executive’s continued employment. NEOs generally have all of the rights of a shareholder as to the restricted stock, including the right to vote such stock, provided, that any cash or stock dividends with respect to the restricted stock will be subject to the same vesting conditions as the restricted stock award. Performance stock units are subject to the achievement of two equally weighted performance conditions over the three-year performance period ending on December 31, 2026: (i) three-year cumulative pre-tax income (“PTI”) and (ii) three-year average return on stockholders’ equity (“ROE”). We used these performance metrics for the award because the Compensation Committee believes they are appropriate measures of the Company’s performance to deliver value for its stockholders over the long term. Each NEO may earn between zero percent and 200% of target based on achieved performance. If threshold performance is not achieved with respect to a particular performance condition, then no shares are paid with respect to that performance condition. The number of performance stock units that vest at the conclusion of the performance period are paid in a like number of shares of common stock. To be eligible to receive a payout, generally, an NEO must be continuously employed over the entire performance period through the date the Compensation Committee certifies the level of achieved performance and corresponding payouts. The table below shows threshold, target and maximum performance goals for each performance measure and related percentage of target earned. For achievement between the threshold, target and maximum performance levels, payout levels are interpolated.

  33. Long-Term Incentive Compensation

    | PTI Performance Level | 3-Year Cumulative PTI (in thousands) | 3-Year Average ROE | PSUs Earned (% of Target) | | | 50% Weight | 50% Weight | | | Max (130% of Target) | $249,600 | 14.30% | 200.00% | | Target | $192,000 | 11.00% | 100.00% | | Threshold (70% of Target) | $134,400 | 7.70% | 50.00% | | Below Threshold | <$134,400 | <7.70% | —% |

  34. Benefits

    Benefits As more fully described below, the Company provides limited benefits and perquisites to NEOs. NEOs participate in the same benefit programs as all other employees. Employee Benefits: NEOs are eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life, disability, and accidental death and dismemberment insurance, in each case on the same basis as other employees. 401(k) Investment Plan: Since 1996, we have maintained our 401(k) Investment Plan. Our 401(k) Investment Plan covers all our full- and part-time employees who have attained the age of 18 and have a minimum of 30 days of service. Under the 401(k) Investment Plan, an employee may elect to defer not less than 1.0% of his or her total annual compensation, up to the applicable limits set forth in the Code. Employee contributions are invested in various mutual funds, according to the direction of the employee. Once eligible full-time employees have completed a minimum of 90 days of service and part-time employees have worked at least 1,000 hours, we match employee annual contributions to the 401(k) Investment Plan in an amount equal to 50% of the of the first 8% of an employee’s annual contributions, subject to legal limits. Perquisites: We provide limited perquisites to our NEOs that the Compensation Committee believes are reasonable and consistent with market practice to enable us to attract and retain highly talented executive officers. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to NEOs. All of our NEOs, other than Anthony N. Cutrone and D. Justin Haley, are provided with a monthly car allowance, which allows such NEOs to visit clients. In addition, in 2024 we reimbursed Messrs. Alvin Murstein and Andrew M. Murstein each for incurred incidental automobile costs such as parking and car insurance. In addition, in accordance with his employment agreement, we provided Mr. Alvin Murstein with a country club membership and long-term care insurance for Mr. Alvin Murstein and his spouse. We believe that the perquisites provided for Messrs. Murstein reflect their roles and contributions to our overall organization. Attributed costs of the personal benefits for the NEOs for the fiscal year ended December 31, 2024 are included in the column titled “All Other Compensation” of the Summary Compensation Table on page 39. Employment Agreements: We enter into new employment agreements with NEOs only when necessary or appropriate to attract or retain exceptional personnel. Any employment agreement with an executive officer (a) must be approved by the Compensation Committee; and (b) if required by law to be available for public review, must be filed promptly with the appropriate regulatory authority. Our Compensation Committee authorized the various change in control and severance provisions under the employment agreements for each of our NEOs (as more fully described starting on page 40) in recognition of the importance to us and our shareholders of assuring that we have the continued dedication and full attention of our NEOs prior to and after the consummation of a change in control event. In addition to the foregoing, the provisions are intended to ensure that, if a possible change in control should arise and an NEO should be involved in deliberations or negotiations in connection with the possible change in control, such NEO would be in a position to consider as objectively as possible whether the possible change in control transaction is in our best interests and those of our shareholders, without concern for his position or financial well-being. Absent termination without cause or for good reason, or a change of control event, no NEO is entitled to either equity vesting acceleration or cash severance payments upon termination of employment. For quantification of these severance and change of control benefits, please see the discussion under “Executive Compensation – Potential Payments Upon Termination or Change-in-Control” starting on page 44.

  35. Role of Management

    Role of Management Our President and Chief Financial Officer, with the assistance of our human resources department, compile and provide information, make recommendations for the Compensation Committee’s consideration and assist in the management and administration of our executive and other benefit plans. Their responsibilities may include the following: • Recommending pay levels and equity grants and incentive awards for our other officers; • Recommending changes to ensure that our compensation programs remain competitive and aligned with our objectives; and; • Providing information to the Compensation Committee, including but not limited to, information concerning (1) Company and individual performance, (2) the attainment of our strategic objectives, (3) the Common Stock ownership of each executive and his or her stock option and restricted stock holdings, (4) equity compensation plan dilution, and (5) peer group compensation and performance data. Our NEOs may attend the meetings of the Compensation Committee, at its request, but do not participate in meetings where their compensation is deliberated or approved.

  36. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the authority to retain a compensation consultant to advise on executive compensation matters. For 2024, the Compensation Committee engaged Meridian to serve as independent advisor to the Committee. During 2024, Meridian provided advice and counsel to the Compensation Committee related to emerging trends, executive pay decisions and other matters related to executive compensation. Meridian reported directly to the Compensation Committee and attended meetings, including executive session, at the request of the Compensation Committee Chair. Meridian provided no other services to the Company. The Compensation Committee has reviewed Meridian’s services and determined that Meridian is independent.

  37. No Repricing of Stock Options without Shareholder Approval

    No Repricing of Stock Options without Shareholder Approval Stock options under the Plan may not be repriced without shareholder approval. For purposes of the Plan, “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of the award to lower its exercise price or base price (other than on account of capital adjustments resulting from stock splits), (ii) any other action that is treated as a repricing under generally accepted accounting principles, and (iii) repurchasing for cash or canceling an award in exchange for another award at a time when its exercise price or base price is greater than the fair market value of the underlying stock.

  38. Hedging Policy

    Hedging Policy The Company’s Code of Ethical Conduct and Insider Trading Policy prohibits any officers or directors of the Company or its subsidiaries, its other employees, consultants, contractors and investment advisors, as well as members of such persons’ immediate families and personal households (“Covered Persons”) from engaging in short sales of the Company’s securities and margin purchases. Covered Persons are also prohibited from investing in Company-based derivative securities, which includes (without limitation) trading in Company-based put or call option contracts, trading in straddles and the like, but does not include holding and exercising stock options or other derivative securities granted under the Company’s stock incentive plans.

  39. Policies and Practices Related to Timing of Equity Grants

    Policies and Practices Related to Timing of Equity Grants Typically, in the first quarter of each year (usually in February), the Compensation Committee approves the grant of annual equity-based awards to the NEOs. The grant date for these awards is normally the date of the Compensation Committee meeting during which these awards were approved. In some instances, the Compensation Committee approves the grant of equity-based awards in connection with new hires, promotions or for other reasons as an incentive to attract or retain certain employees. We have no intention, plan or practice to select annual grant dates for equity-based awards in coordination with the release of material non-public information or to time the release of such information because of award dates. In the event that the Compensation Committee becomes aware of material nonpublic information prior to granting stock options, the Compensation Committee will take the existence of such information into consideration in determining whether to delay the grant of stock options. During the year ended December 31, 2024, the Company did not grant stock options to any NEO during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any material non-public information.

  40. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain compensation paid, awarded or earned by (i) our Chief Executive Officer, (ii) our Chief Financial Officer, and (iii) each of our next three most highly compensated executive officers, collectively the NEOs, for the fiscal years ended December 31, 2024, 2023, and 2022.

  41. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Nonequity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Alvin Murstein | 2024 | 926,324 | 398,319 | 1,154,750 | 115,245(2) | 2,594,638 | | Chairman, Chief Executive Officer, | 2023 | 926,324 | 398,319 | 1,611,804 | 101,593 | 3,038,040 | | and Director | 2022 | 890,696 | 330,839 | 1,173,427 | 95,270 | 2,490,232 | | Andrew M. Murstein | 2024 | 1,084,164 | 1,788,872 | 2,052,946 | 72,738(3) | 4,998,720 | | President, Chief Operating Officer, | 2023 | 1,084,164 | 1,788,875 | 3,543,667 | 72,232 | 6,488,938 | | and Director | 2022 | 1,084,164 | 1,204,700 | 2,404,205 | 77,327 | 4,770,396 | | Anthony N. Cutrone | 2024 | 393,750 | 492,188 | 611,459 | 11,500(4) | 1,508,897 | | Executive Vice President | 2023 | 393,750 | 468,755 | 984,375 | 11,250 | 1,858,130 | | and Chief Financial Officer | 2022 | 375,000 | 199,995 | 800,554 | — | 1,375,549 | | Donald S. Poulton | 2024 | 427,500 | 590,625 | 501,297 | 27,250(5) | 1,546,672 | | Chief Executive Officer | 2023 | 472,500 | 562,498 | 1,162,462 | 25,560 | 2,223,020 | | and President of Medallion Bank | 2022 | 450,000 | 354,993 | 715,908 | 23,469 | 1,544,370 | | D. Justin Haley | 2024 | 349,440 | 349,440 | 296,590 | 13,934(6) | 1,009,404 | | Executive Vice President and Chief | 2023 | 342,507 | 216,316 | 687,764 | 13,614 | 1,260,201 | | Financial Officer of Medallion Bank | 2022 | 327,467 | 128,993 | 275,316 | — | 731,776 |

  42. Summary Compensation Table

    (1) This amount is the aggregate grant date fair value of restricted stock awards (“RSAs”) and performance stock units (“PSUs”) with respect to the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022 computed in accordance with FASB ASC Topic 718. See Note 8 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for all assumptions made in the valuation. The fair value of each RSA and PSU is determined on the award date by the closing market price of the Company’s Common Stock, par value $0.01 per share, on the award date. In 2024, Messrs. Alvin Murstein, Andrew Murstein, Cutrone, Poulton and Haley were granted a 50-50 mix of RSAs and PSUs having the following grant date fair values: Mr. Alvin Murstein, $199,160 (RSAs) and $199,160 (PSUs); Mr. Andrew Murstein, $894,436 (RSAs) and $894,436 (PSUs); Mr. Cutrone, $246,094 (RSAs) and $246,094 (PSUs); Mr. Poulton, $295,313 (RSAs) and $295,313 (PSUs); and Mr. Haley, $174,720 (RSAs) and $174,720 (PSUs). The value of PSUs assumes an achievement level at target. The actual number and value of PSUs, if any, that may be earned may range from 0% to 200% of the target number of units, based on the Company’s PTI and ROE over a three-year performance period ending December 31, 2026, with such PSUs vesting upon certification by the Compensation Committee of the level of achievement following December 31, 2026. Vesting is also contingent upon the continued employment of the executive through the Compensation Committee’s certification date, or as otherwise provided in the applicable award agreement. The aggregate grant date fair value of PSUs assuming the achievement of the highest level of performance conditions is $398,319 for Mr. Alvin Murstein, $1,788,872 for Mr. Andrew Murstein, $492,188 for Mr. Cutrone, $590,625 for Mr. Poulton, and $349,440 for Mr. Haley. In 2023, Messrs. Alvin Murstein, Andrew Murstein, Cutrone, Poulton and Haley were granted a 50-50 mix of RSAs and PSUs having the following grant date fair values: Mr. Alvin Murstein, $199,156 (RSAs) and $199,163 (PSUs); Mr. Andrew Murstein, $894,440 (RSAs) and $894,435 (PSUs); Mr. Cutrone, $234,377 (RSAs) and $234,378 (PSUs); Mr. Poulton, $281,249 (RSAs) and $281,249 (PSUs); and Mr. Haley, $108,159 (RSAs) and $108,157 (PSUs). The value of PSUs assumes an achievement level at target. The actual number and value of PSUs, if any, that may be earned may range from 0% to 200% of the target number of units, based on the Company’s PTI and ROE over a three-year performance period ending December 31, 2025, with such PSUs vesting upon certification by the Compensation Committee of the level of achievement following December 31, 2025. Vesting is also contingent upon the continued employment of the executive through the Compensation Committee’s certification date, or as otherwise provided in the applicable award agreement. The aggregate grant date fair value of PSUs assuming the achievement of the highest level of performance conditions is $398,325 for Mr. Alvin Murstein, $1,788,870 for Mr. Andrew Murstein, $468,756 for Mr. Cutrone, $562,497 for Mr. Poulton, and $216,314 for Mr. Haley. In 2022, Messrs. Alvin Murstein, Andrew Murstein, Cutrone, Poulton, and Haley were granted RSAs and did not receive any PSUs. The grant date fair values of such RSAs are as shown in the summary compensation table above. (2) All other compensation for Alvin Murstein for the fiscal year ended December 31, 2024 includes $25,293 for a country club membership, $24,053 for a car lease, $21,204 for long-term care insurance premiums paid by us for the benefit of Mr. Murstein and his spouse, $17,251 for car maintenance, $13,800 received pursuant to the matching program under our 401(k) Investment Plan, and our aggregate incremental costs attributable to a garage and car insurance. (3) All other compensation for Andrew M. Murstein for the fiscal year ended December 31, 2024 includes $45,590 for a car lease, $13,800 received pursuant to the matching program under our 401(k) Investment Plan and our aggregate incremental costs attributable to a garage, car insurance and car maintenance. (4) All other compensation for Mr. Cutrone for the fiscal year ended December 31, 2024 includes $11,500 received pursuant to the matching program under our 401(k) Investment Plan. (5) All other compensation for Mr. Poulton for the fiscal year ended December 31, 2024 includes amounts received as a monthly car allowance and $15,250 received pursuant to the matching program under our 401(k) Investment Plan. All other compensation for Mr. Haley for the fiscal year ended December 31, 2024 includes $13,934 received pursuant to the matching program under our 401(k) Investment Plan.

  43. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  44. 2024 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under | | | Estimated Future Payouts Under | | | All Other | Grant Date Fair | | | | Non-Equity Incentive Plan Awards (1) | | | Equity Incentive Plan Awards (2) | | | Stock Awards: | Value of Stock | | Category | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares (#) (2) | and Option Awards ($) (3) | | Alvin Murstein | 2/16/2024 | 402,951 | 805,902 | 1,661,804 | 11,102 | 22,203 | 44,406 | 22,203 | 199,160 | | Andrew M. Murstein | 2/16/2024 | 894,435 | 1,788,871 | 3,577,741 | 49,857 | 99,714 | 199,428 | 99,714 | 894,436 | | Anthony N. Cutrone | 2/16/2024 | 246,094 | 492,188 | 984,375 | 13,718 | 27,435 | 54,870 | 27,435 | 246,094 | | Donald S. Poulton | 2/16/2024 | 295,313 | 590,625 | 1,181,250 | 16,461 | 32,922 | 65,844 | 32,922 | 295,313 | | D. Justin Haley | 2/16/2024 | 174,720 | 349,440 | 698,880 | 9,739 | 19,478 | 38,956 | 19,478 | 174,720 |

  45. 2024 Grants of Plan-Based Awards

    These grants were made under the Annual Short Term Incentive Plan. (2) These grants were made under the 2018 Equity Incentive Plan. (3) This amount is the grant date fair value of restricted stock awards computed in accordance with FASB ASC Topic 718. See Note 8 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for all assumptions made in the valuation.

  46. Narrative Discussion for Summary Compensation Table and 2024 Grants of Plan-Based Awards Table

    Narrative Discussion for Summary Compensation Table and 2024 Grants of Plan-Based Awards Table

  47. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End

  48. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option Awards | | | | Restricted Stock Awards | | Performance Stock Unit Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Alvin Murstein | — | — | — | — | 22,203(2) | 208,486 | 17,477(3) | 164,104 | | | — | — | — | — | — | — | 53,270(4) | 500,201 | | | — | — | — | — | 16,432(5) | 154,296 | | | | | — | — | — | — | 14,359(6) | 134,831 | — | — | | | 23,629 | 7,876(7) | 6.79 | 3/4/2031 | 4,059(7) | 38,114 | — | — | | | 37,161 | — | 6.68 | 2/17/2030 | — | — | — | — | | | 34,899 | — | 6.55 | 3/21/2029 | — | — | — | — | | Andrew M. Murstein | — | — | — | — | 99,714(2) | 936,314 | 78,496(3) | 737,075 | | | — | — | — | — | — | — | 239,255(4) | 2,246,600 | | | — | — | — | — | 73,799(5) | 692,973 | — | — | | | — | — | — | — | 52,287(6) | 490,975 | — | — | | | 86,040 | 28,680(7) | 6.79 | 3/4/2031 | 14,779(7) | 138,775 | — | — | | | 135,316 | — | 6.68 | 2/17/2030 | — | — | — | — | | | 98,713 | — | 6.55 | 3/21/2029 | — | — | — | — | | Anthony N. Cutrone | — | — | — | — | 27,435(2) | 257,615 | 21,596(3) | 202,782 | | | — | — | — | — | — | — | 62,691(4) | 588,668 | | | — | — | — | — | 19,338(5) | 181,584 | | | | | — | — | — | — | 8,680(6) | 81,505 | — | — | | | — | — | — | — | — | — | — | — | | Donald S. Poulton | — | — | — | — | 32,922(2) | 309,138 | 25,916(3) | 243,347 | | | — | — | — | — | — | — | 75,230(4) | 706,405 | | | — | — | — | — | 23,205(5) | 217,895 | — | — | | | — | — | — | — | 15,408(6) | 144,681 | — | — | | | 29,473 | 9,824(7) | 6.79 | 3/4/2031 | 5,062(7) | 47,532 | — | — | | | 34,132 | — | 6.68 | 2/17/2030 | — | — | — | — | | | 21,604 | — | 6.55 | 3/21/2029 | — | — | — | — | | D. Justin Haley | — | — | — | — | 19,478(2) | 182,898 | 15,332(3) | 143,970 | | | — | — | — | — | — | — | 28,926(4) | 271,615 | | | — | — | — | — | 8,924(5) | 83,796 | — | — | | | — | — | — | — | 5,599(6) | 52,575 | — | — | | | 10,718 | 3,572(7) | 6.79 | 3/4/2031 | 1,841(7) | 17,287 | — | — | | | 13,274 | | 6.68 | 2/17/2030 | — | — | — | — | | | 6,853 | — | 6.55 | 3/21/2029 | — | — | — | — |

  49. Outstanding Equity Awards at 2024 Fiscal Year-End

    The market value of shares of stock and PSUs that have not vested was calculated by using the closing price of the Company’s Common Stock on December 31, 2024, which was $9.39. (2) One third of these awards vested on March 1, 2025, one third will vest on March 1, 2026, and the remaining one third will vest on March 1, 2027. (3) This amount represents the number of PSUs that may be earned, inclusive of dividend equivalents accrued, assuming an achievement of the threshold level of the Company’s PTI and target level of ROE goals over a three-year performance period ending December 31, 2026. The levels of performance have been used for purposes of this table based on the level of performance at December 31, 2024. As of December 31, 2024, actual PTI was below the threshold performance level, but is reported at the next higher performance measure of threshold in accordance with Regulation S-K Item 402 and actual ROE was between threshold and target performance levels, but is reported at the next higher performance measure of target in accordance with Regulation S-K Item 402. Each financial metric is weighted 50% in determining the overall performance level and the number of PSUs that are earned. The actual number of PSUs, if any, that may be earned ranges from 0% to 200% of the target number of units set forth in the table above, based on the Company’s PTI and ROE over a three-year performance period ending December 31, 2026, with such PSUs vesting upon certification by the Company’s compensation committee of the level of achievement following December 31, 2026. Vesting is also contingent upon the continued employment of the executive through the Company’s compensation committee certification date, or as otherwise provided in the applicable award agreement. This amount represents the number of PSUs that may be earned, inclusive of dividend equivalents accrued, assuming achievement of the target level of the Company’s PTI and maximum level of ROE goals over a three-year performance period ending December 31, 2025. The levels of performance have been used for purposes of this table based on the level of performance at December 31, 2024. As of December 31, 2024, actual PTI was between threshold and target performance levels, but is reported at the next higher performance measure of target in accordance with Regulation S-K Item 402 and ROE exceeded the maximum performance level. Each financial metric is weighted 50% in determining the overall performance level and the number of PSUs that are earned. The actual number of PSUs, if any, that may be earned ranges from 0% to 200% of the target number of units set forth in the table above, based on the Company’s PTI and ROE over a three-year performance period ending December 31, 2025, with such PSUs vesting upon certification by the Company’s compensation committee of the level of achievement following December 31, 2025. Vesting is also contingent upon the continued employment of the executive through the Company’s compensation committee certification date, or as otherwise provided in the applicable award agreement. One half of these awards vested on March 1, 2025 and the remaining one half will vest on March 1, 2026. These awards vested on March 1, 2025. (7) These awards vested on March 4, 2025.

  50. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table sets forth certain information concerning stock options exercised and stock vested during the last fiscal year for our NEOs:

  51. 2024 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | Alvin Murstein | — | — | 31,218 | 249,702 | | Andrew M. Murstein | — | — | 120,657 | 964,964 | | Anthony N. Cutrone | — | — | 18,350 | 146,433 | | Donald S. Poulton | — | — | 36,283 | 290,340 | | D. Justin Haley | 2,860 | 3,884 | 13,538 | 108,320 |

  52. 2024 Option Exercises and Stock Vested

    (1) The value realized upon exercise was determined by multiplying the difference between the market price of the underlying securities (using the closing price of the Company’s Common Stock on the exercise date) at exercise and the exercise price of the options by the number of options exercised. (2) The value realized for vested restricted stock awards was determined by multiplying the market value of the shares (using the closing price of the Company’s Common Stock on the vesting date) by the number of shares that vested. Shares vested on various dates throughout the year. The value listed represents the aggregate value of all shares that vested for each NEO in 2024.

  53. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The following table sets forth information regarding potential payments to be made to the NEOs following an employment termination or change of control. Amounts in the table assume an employment termination or change in control on December 31, 2024.

  54. Potential Payments Upon Termination or Change-in-Control

    | Name | Termination Without Cause ($) | Termination by Officer for Good Reason (Not Involving Change of Control) ($) | Disability ($) | Change of Control – Termination without Cause or for Good Reason or due to Change in Employment ($) | Change of Control – Employment Agreement Assumed By New Owner ($) | | Alvin Murstein | | | | | | | Severance | 5,710,211(1) | — | — | 5,710,211(1) | — | | Other Benefits | 20,478(1) | — | — | 20,478(1) | — | | Andrew M. Murstein | | | | | | | Severance | 9,308,222(2) | — | — | 9,308,222(2) | — | | Other Benefits | 74,568(2) | — | — | 74,568(2) | — | | Anthony N. Cutrone | | | | | | | Severance | 492,188(3) | 492,188(3) | 98,438(4) | 1,476,563(5) | — | | Other Benefits | 1,467,469(6) | 1,467,469(6) | 8,011(7) | 1,467,469(6) | — | | Donald S. Poulton | | | | | | | Severance | 590,625(8) | 590,625(8) | 236,250(9) | 590,625(8) | 354,375(10) | | Other Benefits | 767,193(11) | 767,193(11) | 11,202(12) | 767,193(11) | — | | D. Justin Haley | | | | | | | Severance | 436,800(13) | 436,800(13) | 87,360(14) | 436,800(13) | — | | Other Benefits | 375,037(15) | 375,037(15) | 7,298(16) | 375,037(15) | — |

  55. Potential Payments Upon Termination or Change-in-Control

    (1) Alvin Murstein would be entitled to an amount in a lump sum equal to the remainder of the salary, bonus and value of the fringe benefits which he would otherwise have been entitled to receive for the balance of his current employment term, which expires on May 28, 2027 (calculated by multiplying the average of his salary, bonus and value of the fringe benefits for the prior three fiscal years by the fractional number of years remaining on his employment term) and all stock options previously granted and unvested would immediately vest. The severance amount in the table was calculated based on the average of his salary, bonus and value of his fringe benefits for the fiscal years ended December 31, 2024, 2023 and 2022. The value of Mr. Murstein’s fringe benefits includes $62,784 for a car lease, $58,256 for a country club membership, $46,137 for long-term care insurance premiums paid by us for the benefit of Mr. Murstein and his spouse, $44,620 for health insurance, and our aggregate incremental costs attributable to a garage, car insurance, car maintenance, basic term life insurance, basic accidental death and dismemberment insurance, short term disability insurance, long term disability insurance and amounts received pursuant to the matching program under our 401(k) Investment Plan. As of December 31, 2024, Mr. Murstein has 7,876 unvested stock options with an exercise price of $6.79 per share. The value associated with vesting of stock options that have not vested as of December 31, 2024 is $20,478, calculated by using the closing price of the Company’s Common Stock on December 29, 2024, which was $9.39. Andrew M. Murstein would be entitled to an amount in a lump sum equal to the remainder of the salary, bonus and value of the fringe benefits which he would otherwise have been entitled to receive for the balance of his current employment term, which expires on May 28, 2027 (calculated by multiplying the average of his salary, bonus and value of the fringe benefits for the prior three fiscal years by the fractional number of years remaining on his employment term) and all stock options previously granted and unvested would immediately vest. The severance amount in the table was calculated based on the average of his salary, bonus and value of his fringe benefits for the fiscal years ended December 31, 2024, 2023 and 2022. The value of Mr. Murstein’s fringe benefits includes $96,064 for a car lease, $61,813 for health insurance, $29,683 received pursuant to the matching program under our 401(k) Investment Plan, and our aggregate incremental costs attributable to a garage, car insurance, car maintenance, basic term life insurance, basic accidental death and dismemberment insurance, short term disability insurance, and long term disability insurance. As of December 31, 2024, Mr. Murstein has 28,680 unvested stock options with an exercise price of $6.79. The value associated with vesting of stock options that have not vested as of December 31, 2024 is $74,568, calculated by using the closing price of the Company’s Common Stock on December 29, 2024, which was $9.39. Anthony N. Cutrone would be entitled to an amount in a lump sum equal to his base salary for the fifteen months following a termination, subject to his execution of a release of claims in favor of the Company and its affiliates. The severance payment was calculated based on his salary as of December 2024. Anthony N. Cutrone would be entitled to an amount in a lump sum equal to three months’ salary following a termination on account of disability, subject to his execution of a release of claims in favor of the Company and its affiliates. The severance payment was calculated based on his salary as of December 2024. (5) Anthony N. Cutrone would be entitled to an amount in a lump sum equal to his base salary for the fifteen months following a change of control, subject to his execution of a release of claims in favor of the Company and its affiliates, and the greater of the cash portion of the prior year’s annual bonus or the then current year’s target cash portion of the annual bonus. The severance payment was calculated based on his salary as of December 2024 and his cash portion of the 2023 annual bonus. (6) Subject to his execution of a release of claims in favor of the Company and its affiliates, Anthony N. Cutrone would be entitled to receive his health benefits for the twelve months following termination or change of control, all stock options previously granted would become immediately vested and exercisable, all restricted stock previously granted would become immediately vested and all PSUs previously granted will become immediately vested, the exact quantity of which will be based upon the then determinable performance as of the most recent quarter end prior to termination for the shortened period, in connection with pre-established performance objectives. As of December 31, 2024, Mr. Cutrone has 55,453 unvested shares of restricted stock and 70,588 PSUs (inclusive of dividend equivalents) based upon the then determinable performance as of the quarter ended December 31, 2024. The value associated with vesting of shares of restricted stock and PSUs previously granted that have not vested as of December 31, 2024 is $1,435,423, calculated by using the closing price of the Company’s Common Stock on December 29, 2024, which was $9.39. (7) Anthony N. Cutrone would be entitled to receive his health benefits for the three months following a termination on account of disability, subject to his execution of a release of claims in favor of the Company and its affiliates. (8) Donald S. Poulton would be entitled to an amount in a lump sum equal to his salary for the balance of his current employment term, which expires on December 31, 2025, and two weeks’ base salary for each year employed, up to three months of his base salary, subject to his execution of a release of claims in favor of the Company and its affiliates. The severance amount in the table was calculated based on his salary for the fiscal year ended December 31, 2024. (9) Donald S. Poulton would be entitled to continuation of his base salary for six months following a termination on account of disability, subject to his execution of a release of claims in favor of the Company and its affiliates. The severance amount in the table was calculated based on his salary for the fiscal year ended December 31, 2024. (10) Donald S. Poulton would be entitled to an amount in a lump sum equal to nine months’ salary upon the occurrence of a change in control (as defined in Mr. Poulton’s employment agreement) if Mr. Poulton’s employment agreement is assumed by the successor corporation or Mr. Poulton is offered employment on similar terms to the terms of Mr. Poulton’s employment agreement. The severance amount in the table was calculated based on his salary for the fiscal year ended December 31, 2024. (11) Subject to his execution of a release of claims in favor of the Company and its affiliates, Donald S. Poulton would be entitled to receive his health benefits for the balance of his current employment term, all stock options previously granted would become immediately vested and exercisable, and not subject to any clawback, and all restricted stock previously granted would become immediately vested and not subject to forfeiture or clawback. As of December 31, 2024, Mr. Poulton has 9,824 unvested stock options with an exercise price of $6.79 per share and 76,597 unvested shares of restricted stock. The value associated with vesting of stock options and shares of restricted stock previously granted that have not vested as of December 31, 2024 is $744,7888, calculated by using the closing price of the Company’s Common Stock on December 29, 2024, which was $9.39. (12)

  56. Potential Payments Upon Termination or Change-in-Control

    Donald S. Poulton would be entitled to receive his health benefits for the six months following a termination on account of disability, subject to his execution of a release of claims in favor of the Company and its affiliates. (13) D. Justin Haley would be entitled to an amount in a lump sum equal to his base salary for the fifteen months following a termination or change of control, subject to his execution of a release of claims in favor of the Company and its affiliates. The severance payment was calculated based on his salary as of December 31, 2024. (14) D. Justin Haley would be entitled to an amount in a lump sum equal to three months’ salary following a termination on account of disability, subject to his execution of a release of claims in favor of the Company and its affiliates. The severance payment was calculated based on his salary as of December 2024. (15) Subject to his execution of a release of claims in favor of the Company and its affiliates, D. Justin Haley would be entitled to receive his health benefits for the twelve months following a termination or change of control, all stock options previously granted would become immediately vested and exercisable, and all restricted stock previously granted would become immediately vested. As of December 31, 2024, Mr. Haley has 3,572 unvested stock options with an exercise price of $6.79 per share and 35,842 unvested shares of restricted stock. The value associated with vesting of stock options and shares of restricted stock previously granted that have not vested as of December 31, 2024 is $345,844, calculated by using the closing price of the Company’s Common Stock on December 29, 2024, which was $9.39. (16) D. Justin Haley would be entitled to receive his health benefits for the three months following termination on account of disability, subject to his execution of a release of claims in favor of the Company and its affiliates.

  57. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of Alvin Murstein, our Chief Executive Officer (the “CEO”), and the annual total compensation of our employees. We believe the pay ratio is a reasonable estimate calculated in a manner that is intended to be consistent with Item 402(u) of Regulation S-K. For 2024, our last completed fiscal year, the median of the annual total compensation of all of our employees, excluding the CEO, was $101,538. The annual total compensation of the CEO, as reported in the Summary Compensation Table included in this proxy statement, was $2,594,638. Based on this information, for 2024, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all of our employees was 26 to 1. We determined that, as of December 31, 2024, our employee population, excluding the CEO, consisted of 173 individuals. The employee workforce consists of full-time, part-time, seasonal and temporary employees. For purposes of measuring the compensation of the employees, we selected total taxable earnings reported on each employee’s W-2 for the year ended December 31, 2024 as the most appropriate measure of compensation, which was consistently applied to all the employees included in the calculation. With respect to the total annual compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, including adjustments and estimates in calculating the annual total compensation for newly hired employees, resulting in the annual total compensation reflected above.

  58. Pay versus Performance Disclosure

    Pay versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our CEO and to our other NEOs and certain financial performance of the Company. Compensation actually paid, as determined under Securities and Exchange Commission requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.

  59. Pay Versus Performance Table

    Pay Versus Performance Table

  60. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table for Non-PEO Named Executive Officers ($) (1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) | Net Income ($) | | 2024 | 2,594,638 | 2,560,211 | 2,265,923 | 2,235,382 | 147 | 35,878,000 | | 2023 | 3,038,040 | 3,350,486 | 2,957,572 | 3,515,757 | 218 | 55,079,000 | | 2022 | 2,525,860 | 2,615,441 | 2,105,523 | 2,216,740 | 152 | 43,840,000 |

  61. Pay Versus Performance Table

    (1) For the years presented, our Principal Executive Officer (“PEO”) was Alvin Murstein, our Chief Executive Officer, and the Non-PEO named executive officers (“Non-PEO NEOs”) were, Andrew M. Murstein, Anthony N. Cutrone, Donald S. Poulton, and D. Justin Haley. The following tables set forth the adjustments made during each year represented in the Pay Versus Performance Table to arrive at compensation “actually paid” to our NEOs during each of the years in question. (2) Amounts reported in this column are based on total compensation reported for our PEO and the average of the total compensation reported for the Non-PEO NEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.

  62. Pay Versus Performance Table

    | Adjustments to Determine Compensation “Actually Paid” for PEO | 2024 ($) | 2023 ($) | 2022 ($) | | Deduct for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table | (398,319) | (398,319) | (330,839) | | Deduct for Amounts Reported under the “Option Awards” Column in the Summary Compensation Table | — | — | — | | Increase for Fair Value of Awards Granted during Covered Year that Remain Unvested as of Year End | 416,972 | 565,439 | 307,577 | | Increase for Fair Value of Awards Granted during Covered Year that Vested During Covered Year | — | — | — | | Increase/Deduct for Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Covered Year that were Outstanding and Unvested as of Year-End | (64,478) | 65,500 | 33,028 | | Increase/Deduct for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Covered Year that Vested During Covered Year | (70,297) | 57,362 | 57,917 | | Deduct for Fair Value of Awards Granted Prior to Covered Year that Failed to Meet Applicable Vesting Conditions During Covered Year | — | — | — | | Increase Based on Dividends or Other Earnings Paid During Covered Year Prior to Vesting Date of Award | 81,695 | 22,463 | 21,898 | | Total Adjustments | (34,427) | 312,446 | 89,581 | | Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs | 2024 ($) | 2023 ($) | 2022 ($) | | Deduct for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table | (805,281) | (759,111) | (472,170) | | Deduct for Amounts Reported under the “Option Awards” Column in the Summary Compensation Table | — | — | — | | Increase for Fair Value of Awards Granted during Covered Year that Remain Unvested as of Year End | 842,983 | 1,077,605 | 438,971 | | Increase for Fair Value of Awards Granted during Covered Year that Vested During Covered Year | — | — | — | | Increase/Deduct for Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Covered Year that were Outstanding and Unvested as of Year-End | (115,107) | 127,667 | 41,614 | | Increase/Deduct for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Covered Year that Vested During Covered Year | (103,951) | 76,392 | 72,889 | | Deduct for Fair Value of Awards Granted Prior to Covered Year that Failed to Meet Applicable Vesting Conditions During Covered Year | — | — | — | | Increase Based on Dividends or Other Earnings Paid During Covered Year Prior to Vesting Date of Award | 150,815 | 35,632 | 29,913 | | Total Adjustments | (30,542) | 558,185 | 111,217 |

  63. Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance

    Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance The graphs below describe the relationship between compensation actually paid to our PEO and to the non-PEO NEOs (as calculated above) and our financial and stock performance for the indicated years. The first graph reflects the relationship among the compensation actually paid to the PEO, the average compensation actually paid to the non-PEO NEOs and our cumulative total shareholder return for the years ended December 31, 2024, 2023, and 2022. The graph below reflects the relationship among the compensation actually paid to the PEO, the average compensation actually paid to the non-PEO NEOs and the Company’s net income for the years ended December 31, 2024, 2023, and 2022.

  64. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Effective as of July 1, 2024, non-employee directors are paid the amounts set forth in the below table for each year of service, paid in quarterly installments. Additionally, non-employee directors are reimbursed for expenses relating to their services and granted $115,000 worth of restricted stock units for each year of service under the Plan.

  65. DIRECTOR COMPENSATION

    | Role | Director Compensation ($) | | Board Member (Base) | 65,000 | | Committee Chairs (Additional) | | | Audit Committee | 22,500 | | Compensation Committee | 15,000 | | Nominating and Governance Committee | 11,000 | | Investment Oversight Committee | 31,000(1) | | Committee Member (Additional) | | | Audit Committee | 10,000 | | Compensation Committee | 7,750 | | Nominating and Governance Committee | 6,000 | | Investment Oversight Committee | 20,000 | | Lead Independent Director (Additional) | 20,000 |

  66. DIRECTOR COMPENSATION

    (1) Prior to July 1, 2024, the additional annual fee paid to the Investment Oversight Chair was $43,000. Employee directors do not receive any additional compensation for their service on the Board of Directors. Our employee directors are eligible to participate in our 401(k) Investment Plan and the Plan. We do not provide any pension or retirement plan with respect to our non-employee directors. Non-employee directors are eligible to participate in the Plan. The Company has the ability to grant various types of awards to non-employee directors, including without limitation, stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance awards or awards that may be settled in or based upon our Common Stock. Under the Plan, although we do not currently have mandatory annual grants to non-employee directors, each non-employee director will be granted $115,000 worth of restricted stock units for each year of service, as described above. The following table sets forth certain compensation information for our non-employee directors for the fiscal year ended December 31, 2024.

  67. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Restricted Stock Unit Awards ($) (1) (2) | All Other Compensation ($) | Total ($) | | Independent Directors | | | | | | John Everets | 102,750 | 115,006 | 20,000(3) | 237,756 | | Cynthia A. Hallenbeck | 106,000 | 115,006 | — | 221,006 | | Brent O. Hatch | 121,000 | 115,006 | 30,000(3) | 266,006 | | Robert M. Meyer | 101,250 | 115,006 | 30,000(3) | 246,256 | | Allan J. Tanenbaum | 106,000 | 115,006 | — | 221,006 | | Non-Independent Director | | | | | | David L. Rudnick | 102,000 | 115,006 | 6,000(4) | 223,006 |

  68. DIRECTOR COMPENSATION

    (1) This amount is the aggregate grant date fair value of restricted stock units with respect to the fiscal year ended December 31, 2024 computed in accordance with FASB ASC Topic 718. See Note 8 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for all assumptions made in the valuation. (2) The following table sets forth each non-employee director’s outstanding restricted stock units and option awards at fiscal year-end.

  69. DIRECTOR COMPENSATION

    | Name | Outstanding Restricted Stock Units (#) | Outstanding Option Awards (#) | | Independent Directors | | | | John Everets | 64,993 | 11,333 | | Cynthia A. Hallenbeck | 59,059 | — | | Brent O. Hatch | 14,311 | — | | Robert M. Meyer | 47,572 | — | | Allan J. Tanenbaum | 64,993 | 6,333 | | Non-Independent Director | | | | David L. Rudnick | 64,993 | 21,000 |

  70. DIRECTOR COMPENSATION

    (3) This amount is the aggregate amount of fees received as compensation for services as a director of our wholly owned subsidiary, Medallion Bank. This amount is the aggregate amount of fees received as compensation for services as a director of our wholly owned subsidiary, Medallion Capital, Inc., effective July 1, 2024.