Vanessa Kao
Chief Financial Officer, Vice President, Treasurer, Secretary at MANHATTAN BRIDGE CAPITAL
Executive
Board
About Vanessa Kao
Vanessa Kao, 47, is Chief Financial Officer, Vice President, Treasurer, Secretary, and since November 2023 a member of the Board of Directors of Manhattan Bridge Capital, Inc. (LOAN). She has served as CFO since June 2011 and holds an MBA in Finance and MIS/E-Commerce from the University of Missouri and a BBA in Finance from National Taipei University, Taiwan . During 2024, LOAN’s TSR rose from 1.7% to 21.9% and net income increased 2.1% to $5,590,936; Ms. Kao’s compensation decreased ~7.9% to $227,545, reflecting discretionary bonus decisions and base salary adjustments .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Manhattan Bridge Capital, Inc. | Assistant Chief Financial Officer | Jul 2004 – Apr 2006 | Not disclosed |
| DAG Jewish Directories, Inc. | Chief Financial Officer | Apr 2006 – Dec 2013 | Not disclosed |
| Manhattan Bridge Capital, Inc. | Chief Financial Officer, VP, Treasurer, Secretary | Since Jun 2011 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jewish Marketing Solutions LLC | Chief Financial Officer | Jan 2014 – Apr 2016 | Not disclosed |
| Jewish Marketing Solutions LLC | Consultant | Since Apr 2016 | Not disclosed |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $160,769 | $170,000 | $177,500 |
| Bonus ($) | $0 | $65,000 | $37,500 |
| All Other Compensation ($) | $12,190 | $12,090 | $12,545 |
| Total ($) | $172,959 | $247,090 | $227,545 |
Notes:
- In June 2024 the Compensation Committee increased Ms. Kao’s annual base salary from $170,000 to $185,000 (reported salary for FY2024 reflects partial-year at higher rate) .
- In 2023, Ms. Kao received a special bonus of $30,000 and an annual bonus of $35,000 (total $65,000) .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|---|---|
| Annual cash bonus | Discretionary (committee-determined) | Not disclosed | Not disclosed | Not disclosed | Cash | N/A | $0 | $35,000 | $37,500 |
| Special cash bonus | Discretionary (committee-determined) | Not disclosed | Not disclosed | Not disclosed | Cash | N/A | $0 | $30,000 | $0 |
Notes:
- No equity awards were granted to Ms. Kao in 2022–2024; compensation “actually paid” equals reported totals in the Summary Compensation Table .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares owned (beneficial) | 8,236 |
| % of shares outstanding | <1% (11,438,651 shares outstanding as of Apr 25, 2025) |
| Vested vs unvested shares | Not disclosed (no outstanding awards listed for Ms. Kao in FY2024 table) |
| Options (exercisable/unexercisable) | Not disclosed (no options reported for Ms. Kao) |
| Pledging of shares | Not disclosed |
| Stock ownership guidelines | Not disclosed |
| Hedging/margin/derivatives policy | Prohibits short sales, margin purchases, hedging/monetization via financial instruments, and options/derivatives trading without prior written pre-clearance |
Employment Terms
| Term | Detail |
|---|---|
| Employment start (current role) | CFO/VP/Treasurer/Secretary since Jun 2011 |
| Director appointment | Joined Board Nov 2023 |
| Contract term/expiration | Not disclosed |
| Auto-renewal | Not disclosed |
| Severance provisions | Not disclosed for Ms. Kao (CEO terms disclosed separately) |
| Change-of-control provisions | Not disclosed for Ms. Kao |
| Non-compete / Non-solicit | Not disclosed |
| Garden leave / Consulting post-termination | Not disclosed |
| Clawback policy | Yes—administered by Compensation Committee |
Board Governance
- Board service history and independence: Ms. Kao has served as a Director since November 2023; the Board identifies independent directors as Jackson, Goldshmit, Bentovim, and Michals, implying Ms. Kao (an executive officer) is not independent .
- Committee roles: Audit Committee members are Jackson (Chair), Goldshmit, Bentovim, Michals; Compensation and Corporate Governance & Nominating Committees are Jackson, Goldshmit, Michals—Ms. Kao does not serve on Board committees .
- Attendance: In FY2024, the Board held 2 meetings (plus 6 written consents), Audit held 4, Compensation held 1; all directors attended or participated in all meetings of the Board and committees on which they served .
- Dual-role implications: Ms. Kao’s dual role (CFO + Director) reduces independence but is mitigated by committees composed entirely of independent directors; Board leadership retains combined CEO/Chairman structure with independent committee oversight .
Director Compensation
| Year | Annual Cash Retainer (Independent Directors) | Committee Meeting Fee | Notes |
|---|---|---|---|
| 2024 | $16,750 | $300 per meeting | Table lists independent directors only (Ms. Kao not included) |
| 2023 | $16,000 | $300 per meeting | Independent directors individual fees shown |
Pay vs Performance Context (Company-level)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| CFO Compensation Actually Paid ($) | $172,959 | $247,090 | $227,545 |
| TSR (Value of $100 initial investment) | $106 | $102 | $122 |
| Net Income ($) | $5,211,738 | $5,476,171 | $5,590,936 |
Compensation Structure Analysis
- Cash-heavy pay, minimal equity: Ms. Kao’s compensation is primarily salary and discretionary cash bonuses; no RSUs/options or equity awards were granted in 2022–2024, limiting long-term equity alignment .
- Discretionary bonuses: Bonuses are determined by the Compensation Committee’s discretion, with special bonuses awarded in 2023; no explicit performance metrics, weightings, or targets disclosed, reducing pay-for-performance transparency .
- Clawback governance: A clawback policy exists and is administered by the Compensation Committee, which can temper risk but specific triggers/enforcement aren’t disclosed .
- Say-on-pay support: Prior advisory vote (June 2022) showed ~90% support for FY2021 NEO compensation, indicating historically favorable shareholder sentiment .
Risk Indicators & Red Flags
- Hedging/margin restrictions: Anti-hedging, margin, short sale and derivatives trading prohibitions (with pre-clearance) reduce misalignment risk; pledging disclosures not provided .
- Related party transactions: None involving Ms. Kao disclosed; 2024 had no material related transactions over $120,000 across executives/directors .
- Independence concerns: CFO serving as Director is non-independent; however, committees are fully independent and chaired by an audit financial expert, which mitigates oversight risk .
- Equity vesting pressure: No unvested awards disclosed for Ms. Kao in FY2024; limited risk of forced insider selling from vesting .
Say-on-Pay & Shareholder Feedback
- Advisory vote frequency: Board recommends triennial say-on-pay votes; company has utilized “every three years” since 2013 .
- Approval levels: ~90% of votes cast supported FY2021 compensation at the June 14, 2022 meeting; committee considers feedback in future decisions .
Expertise & Qualifications
- Education and finance credentials: MBA (Finance/MIS-E-Commerce) and BBA in Finance .
- Tenure and continuity: CFO since 2011; Board member since 2023—providing deep institutional knowledge of LOAN’s operations and capital allocation .
Investment Implications
- Alignment and retention: Ms. Kao’s small share ownership (8,236; <1%) and cash-heavy pay may weaken long-term equity alignment versus peers; retention relies more on role continuity and cash compensation than on equity-based incentives .
- Governance mitigants: Despite dual CFO/Director status, independent committees (with an audit financial expert chair) and an anti-hedging policy support governance quality and reduce trading-related risks .
- Trading signals: With no scheduled equity vesting and anti-hedging/margin restrictions, insider selling pressure from vesting appears low; monitor future proxies and any Form 8-K Item 5.02 for changes in compensation structure, employment terms, or board roles .