Phillip Michals
About Phillip Michals
Phillip Michals, 55, is an independent director of Manhattan Bridge Capital (LOAN), serving on the board since rejoining in June 2019. He is CEO and Executive Chairman of A.G.P./Alliance Global Partners, holds Series 7/63/24/99/65 licenses, and earned a B.S. from the University of Delaware—credentials aligned with capital markets and governance oversight . The board has formally determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A.G.P./Alliance Global Partners | Chief Executive Officer & Executive Chairman | Since 2018 | Leads full-service investment bank and wealth manager |
| RG Michals | Partner | Since 1999 | Business development |
| Independent firm (unnamed) | Affiliated (business development) | 2010–2018 | Business development |
| MSCI (advisory/consulting firm per proxy) | Partner (10+ years) | Not disclosed | Consulted for NYSE/FINRA member firms |
External Roles
| Organization | Role | Public/Private | Tenure | Committees/Notes |
|---|---|---|---|---|
| A.G.P. Canada | Co-Founder, Chairman & Director | Not disclosed | Not disclosed in 2025 DEF 14A | Assists with developing and executing business goals |
| Other public company directorships | None disclosed | — | — | No other public boards disclosed in proxy |
Board Governance
- Independence: The board determined Michals is independent; he is also independent for Audit and Compensation committee service .
- Committee assignments (2024–2025): Audit (member), Compensation (member), Corporate Governance & Nominating (member). Audit Chair is Michael Jackson; Michals is not a chair .
- Attendance and engagement (FY2024): Board held 2 meetings (plus 6 written consents); Audit held 4; Compensation held 1 (plus 1 written consent); Corporate Governance & Nominating did not meet. All directors attended all meetings of the Board and applicable committees; all then-current directors attended the 2024 annual meeting .
- Board leadership: CEO Assaf Ran also serves as Chair; board reviews this structure annually and deems it appropriate given company size/needs .
- Risk oversight and policies: The board oversees credit, liquidity, strategic and operational risks, integrates risk into decisions, and maintains an insider trading policy with pre-clearance, blackout periods, and prohibitions on short sales, margin purchases, hedging/monetization, and derivatives trading without prior written pre-clearance .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $16,750 | Standard annual fee |
| Committee meeting fees | $300 per committee meeting attended | Paid per meeting |
| Total fees earned (2024) – Phillip Michals | $17,950 | As reported in Director Compensation table |
No equity compensation for directors is disclosed in 2024; director compensation consists of cash fees per the proxy table .
Performance Compensation (Director)
No performance-based director compensation (e.g., equity, PSUs/RSUs, options) or director-specific performance metrics are disclosed for 2024 .
Other Directorships & Interlocks
- Public company boards: None disclosed beyond LOAN .
- Private/other boards: A.G.P. Canada (Co-Founder, Chairman & Director) .
- Interlocks/conflicts: The board evaluated independence under Nasdaq standards and determined Michals is independent; the company disclosed no related-party transactions in 2024 exceeding the SEC threshold .
Expertise & Qualifications
- Capital markets and brokerage leadership (CEO/Executive Chairman at A.G.P./Alliance Global Partners) .
- Regulatory and licensing breadth: Series 7, 63, 24, 99, 65 .
- Governance scope: Service across all three standing committees (Audit, Compensation, Corporate Governance & Nominating) .
- Education: B.S., University of Delaware .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Phillip Michals | 101,058 | <1% (asterisk per proxy) | Based on 11,438,651 shares outstanding as of the record date (April 25, 2025) . |
- Pledging/hedging: No pledging disclosed; insider trading policy prohibits short sales, margin purchases, and hedging/monetization transactions absent pre-clearance .
Compensation Committee Context (Governance Quality Signals)
- Committee composition: Michael Jackson, Eran Goldshmit, and Phillip Michals; all independent for compensation committee purposes .
- Use of consultants: No compensation consultant engaged in FY2024 .
- Clawback: Compensation Committee administers the company’s clawback policy .
- Say-on-Pay feedback: At the June 14, 2022 annual meeting, ~90% of votes cast supported 2021 NEO pay; triennial Say-on-Pay cadence maintained and recommended again in 2025 .
Governance Assessment
-
Positives
- Independence, broad committee service, and 100% attendance support board effectiveness and oversight capacity .
- Strong alignment controls: anti-hedging/margin policy and pre-clearance requirements reduce misalignment risk; clawback policy is in place and administered by the Compensation Committee .
- No related-party transactions involving Michals were disclosed for 2024, and the board’s independence determination considered transactions and their impact .
-
Watch items / potential conflicts
- External role as CEO/Executive Chairman of an investment bank (A.G.P./Alliance Global Partners) could present potential conflicts if the firm were to transact with LOAN; however, the 2025 proxy discloses no such transactions and affirms his independence under Nasdaq standards .
- Combined CEO/Chair structure elevates the importance of strong independent director oversight; Michals’ presence across all three committees partially mitigates this .