Assaf Ran
About Assaf Ran
Founder, Chairman, President and CEO of Manhattan Bridge Capital (LOAN) since inception in 1989; director since March 1999; age 59 as of the April 25, 2025 record date . Mr. Ran has 36 years of senior management experience; he previously founded and operated several yellow pages and other businesses . Performance context: company TSR improved to 21.9% in 2024 (value of $100 investment at $122) while net income rose 2.1% to $5,590,936; in 2023 TSR was 1.7% with net income of $5,476,171 . Board leadership is combined (CEO also Chairman), which the Board annually reviews and currently believes best given his deep company knowledge and communication benefits .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Manhattan Bridge Capital, Inc. | Founder; Chairman; Chief Executive Officer; President | 1989–present (director since 1999) | Company founder and long-tenured leader; extensive operational knowledge of the business and industry . |
| Multiple startups (yellow pages and other businesses) | Founder/operator | Not disclosed | Built several businesses “from the ground up” and made each successful (no specific company names provided) . |
External Roles
No external public company board roles or additional external executive roles for Mr. Ran are disclosed in the proxy statements -.
Board Governance & Service
- Service and roles: Founder; Chairman of the Board; CEO; President; director since March 1999 .
- Independence and committees: Board majority is independent; all three standing committees (Audit; Compensation; Corporate Governance & Nominating) are composed entirely of independent directors; Audit Committee chair is Michael Jackson; Mr. Ran is not listed as serving on any Board committee .
- Meetings and attendance: In 2024 the Board held two meetings (plus six written consents); Audit met four times; Compensation met once (plus one consent); all directors attended all meetings of the Board and committees on which they served .
- Dual-role implications: CEO/Chairman combined; Board annually evaluates leadership structure and currently prefers combination for continuity and knowledge; note this can raise oversight/independence concerns in some governance frameworks .
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 365,000 | 30,000 | 50,875 | 445,875 |
| 2023 | 350,000 | 130,000 | 48,751 | 528,751 |
| Source: Summary Compensation Table; “All Other” includes expense reimbursements and SIMPLE IRA matching . |
- Current contractual base salary: Increased to $380,000 in June 2024 per the employment agreement; bonuses are discretionary and determined by the Compensation Committee .
- Director fees: Independent directors received cash retainers; Mr. Ran’s compensation is reported under executive compensation (no separate director fee disclosed for him) .
Performance Compensation
Annual Incentives (Cash)
| Year | Structure | Metric(s) | Target | Actual/Payout | Notes |
|---|---|---|---|---|---|
| 2024 | Discretionary annual bonus | Not disclosed | Not disclosed | $30,000 | Committee discretion; no formulaic metrics disclosed . |
| 2023 | Discretionary annual bonus + special bonus | Not disclosed | Not disclosed | $70,000 (annual) + $60,000 (special) = $130,000 | Committee awarded special and annual bonuses; no specific metrics disclosed . |
The Compensation Committee reviews performance objectives but does not disclose specific weightings or formulaic performance targets for bonuses; it also administers a clawback policy (details not disclosed) .
Long-Term Equity Awards
| Award Type | Grant Date | Shares/Units | Vesting/Transfer Schedule | Status/Value |
|---|---|---|---|---|
| Restricted Common Shares | Sep 9, 2011 | 1,000,000 | Transfer restrictions lift in three equal tranches: 1/3 on Sep 9, 2026; 1/3 on Sep 9, 2027; 1/3 on Sep 9, 2028; earlier transferability if terminated other than for cause or upon death/disability; forfeiture if for cause or certain voluntary resignations before Risk Termination Date . | Unvested/transfer-restricted; market value $5,600,000 at 12/31/2024 based on $5.60 close . |
- Options: No recent option awards; Compensation Committee indicated no intention to continue annual option grants and Mr. Ran said he would not seek future option grants .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | % Outstanding | Components/Notes |
|---|---|---|---|
| Assaf Ran | 2,606,000 | 22.8% | Includes 1,000,000 restricted shares (2011 grant, transfer-restricted until 2026/27/28 as above) and 1,383,000 shares owned by Ran & Ran of NY Inc. (wholly owned by Mr. Ran) -. |
- Vested vs unvested: The 1,000,000 restricted shares remain transfer-restricted until scheduled release dates; voting and dividend rights apply during restriction .
- Hedging/pledging: Company policy prohibits hedging and certain speculative trading; restricted shares cannot be pledged before transfer dates; no additional pledging by Mr. Ran is disclosed .
- Ownership guidelines: No executive stock ownership guidelines disclosed (no mention).
Vesting/Unlock Schedule and Potential Selling Pressure
| Tranche | Shares | Scheduled Transfer Date |
|---|---|---|
| 1/3 of Restricted Shares | ~333,333 | Sep 9, 2026 |
| 1/3 of Restricted Shares | ~333,333 | Sep 9, 2027 |
| 1/3 of Restricted Shares | ~333,334 | Sep 9, 2028 |
| Source: Restricted Stock Grant terms; equal-thirds schedule . |
Implication: Three annual unlocks beginning 2026 may create episodic supply overhang depending on Mr. Ran’s diversification needs; however, transfer restrictions and company policies governed the timing to these specific dates .
Employment Terms
| Term | Detail |
|---|---|
| Agreement term | Auto-renews each June 30 for one-year periods unless either party gives 180 days’ notice . |
| Current base salary | $380,000 (increased from $350,000 in June 2024) . |
| Bonus eligibility | Discretionary, determined by Compensation Committee . |
| Non-compete | One-year post-termination non-compete . |
| Severance (“good reason”) | If Mr. Ran terminates for “good reason”: (1) base compensation through termination date; (2) full share of incentive compensation for the year of termination; and (3) lump sum equal to 100% of average cash compensation paid/accrued over the prior two calendar years . |
| Change-of-control/Equity | If terminated for any reason other than cause before transfer dates, restricted shares become immediately transferable; if for cause or certain voluntary resignations before Risk Termination Date, untransferred restricted shares are forfeited . |
| Clawback | Compensation Committee administers a clawback policy (specific triggers not disclosed) . |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $106 | $102 | $122 |
| Net Income ($) | 5,211,738 | 5,476,171 | 5,590,936 |
- 2024 narrative: Compensation actually paid to the CEO fell 15.7% YoY; TSR climbed from 1.7% to 21.9%; net income rose 2.1% mainly on lower interest expense partially offset by lower origination fees .
- 2023 narrative: Compensation actually paid to the CEO up 40.8% YoY, including a $60,000 special and $70,000 annual bonus; TSR declined; net income increased 5.1% on higher interest income offset by higher interest expense and G&A .
Director Compensation (Board context)
- 2024: Independent directors received $16,750 annual cash, plus $300 per committee meeting; individual cash fees ranged $17,950 for each independent director (reflecting meeting fees) .
- 2023: Independent directors received $16,000 annual cash, plus $300 per committee meeting; individual cash fees ranged ~$17,200–$17,500 .
Related Party Transactions
- 2023: Company sold a mortgage note to a third-party investor at face value of $485,000; Mr. Ran participated in the acquisition for $152,000 .
- 2024: Aside from executive compensation arrangements, no related party transactions exceeding the lesser of $120,000 or 1% of total assets disclosed .
Say-on-Pay & Shareholder Feedback
- Frequency: Shareholders previously selected triennial say-on-pay (2019); Board recommends continuing triennial frequency and is seeking an advisory frequency vote again in 2025 -.
- Approval: At the June 2022 meeting, approx. 90% of votes cast approved 2021 NEO compensation; Compensation Committee considered this in subsequent decisions .
Investment Implications
- Alignment: Very high insider ownership (22.8% beneficial stake) aligns incentives with shareholders; restricted shares confer voting/dividend rights but are locked until 2026–2028, limiting near-term liquidity - .
- Potential selling pressure: Three equal unlocks of ~333k shares in 2026/27/28 present identifiable windows for potential insider selling pressure/supply overhang, depending on personal diversification decisions .
- Pay-for-performance: Cash bonuses are discretionary without disclosed quantitative performance weighting or targets, which weakens direct pay-performance linkage; however, overall CEO pay is modest for a microcap lender and includes a clawback policy .
- Termination economics: No large-parachute severance multiples; “good reason” formula approximates 1x average cash comp; restricted shares accelerate transferability upon termination other than for cause—watch incentives around employment transitions -.
- Governance: Combined CEO/Chairman role raises independence concerns in some frameworks; mitigants include a majority-independent Board, fully independent committees, and 100% meeting attendance; Board held two meetings in 2024 plus written consents, consistent with a small-cap structure -.
- Shareholder sentiment and RPTs: Prior say-on-pay support (~90%) suggests limited investor pushback; 2023 related party transaction was modest but underscores need for continued oversight .