Allan Tanenbaum
MEDALLION FINANCIALAbout Allan J. Tanenbaum
Allan J. Tanenbaum, age 78, has served as an independent director of Medallion Financial Corp. since October 2017. He is Of Counsel to Taylor English since September 2014 and General Counsel/Managing Director of Equicorp Partners, LLC since January 2006; previously he was SVP, General Counsel and Corporate Secretary at AFC Enterprises (2001–2005) and a shareholder at Cohen Pollock Merlin Axelrod & Tanenbaum, P.C. (1996–2001). He holds a bachelor’s degree from the Wharton School at the University of Pennsylvania and a J.D. from the University of Virginia School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AFC Enterprises, Inc. | Senior Vice President, General Counsel & Corporate Secretary | Feb 2001–Dec 31, 2005 | Led legal governance at a public franchisor/operator of quick-service restaurants |
| Cohen Pollock Merlin Axelrod & Tanenbaum, P.C. | Shareholder (Corporate/M&A) | Jun 1996–Feb 2001 | Represented corporate clients on M&A and commercial transactions |
| Equicorp Partners, LLC | General Counsel & Managing Director | Jan 2006–present | Private investment/advisory; governance and transactions |
| Taylor English | Of Counsel | Sep 2014–present | Legal counsel role, Atlanta-based law firm |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Designer Brands Inc. | Director | Public company | Not disclosed in proxy |
| Newman's Own, Inc. | Director | Private/non-profit corporation | Not disclosed in proxy |
Board Governance
- Independence: Board affirmatively determined Tanenbaum is independent under Nasdaq standards .
- Years of service: Director since 2017; Class II director standing for election in 2025 to serve until 2028 .
- Attendance/engagement: Board held 11 meetings in 2024; each director attended ≥75% of Board and committee meetings; all eight directors attended last year’s annual meeting .
- Executive sessions: Board’s independent directors hold regular executive sessions; Lead Independent Director coordinates .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation Committee | Chair | 4 | Engages independent consultant (Meridian); no consultant conflicts in 2024 |
| Nominating & Governance Committee | Member | 2 | Oversees Board evaluations and governance principles |
| Investment Oversight Committee | Member | 4 | Oversight of non-core managed loan portfolio/medallion loans; chaired by non-independent director David Rudnick |
Fixed Compensation
- Program: Annual cash retainer plus committee chair/member fees; equity in RSUs; expenses reimbursed .
| Component (Effective July 1, 2024) | Annual Amount ($) |
|---|---|
| Board Member base retainer | 65,000 |
| Chair fees: Audit / Compensation / Nominating & Governance / Investment Oversight | 22,500 / 15,000 / 11,000 / 31,000 |
| Member fees: Audit / Compensation / Nominating & Governance / Investment Oversight | 10,000 / 7,750 / 6,000 / 20,000 |
| Lead Independent Director | 20,000 |
| Allan J. Tanenbaum – 2024 Director Cash Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | 106,000 |
| All other compensation | — |
Performance Compensation
- Directors receive annual RSU grants; no performance metrics disclosed for director equity (time-based RSUs) .
- Dividends/dividend equivalents on unvested awards accrue and are subject to the same vesting/forfeiture terms as the underlying award .
| Equity Grants | Amount/Units | Vesting/Notes |
|---|---|---|
| 2024 RSU grant (grant-date fair value) | 115,006 | Time-based RSUs; vesting terms not detailed in proxy |
| Expected 2025 RSU award (program guidance) | 115,000 | Value converted to units at grant-date close; subject to re-election |
Other Directorships & Interlocks
- Current external boards: Designer Brands Inc.; Newman's Own, Inc. .
- Compensation Committee interlocks: None; no MFIN committee interlocks with other companies; no member of 2024 Compensation Committee was an officer/employee .
Expertise & Qualifications
- Deep legal/governance experience as public-company general counsel; corporate/M&A expertise; board governance background .
- Education: Wharton School (B.S./Finance & Commerce), University of Virginia School of Law (J.D.) .
- Board qualifications: Independent director; chairs Compensation Committee; participates in governance and investment oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 116,709 |
| Beneficial ownership (%) | <1% of 23,234,596 shares outstanding |
| Outstanding RSUs (fiscal year-end) | 64,993 |
| Outstanding options | 6,333 |
| Ownership guideline | Non-employee directors: 3x annual cash retainer |
| Guideline compliance (as of Mar 31, 2025) | All officers/directors in compliance |
Policies enhancing alignment:
- Clawback: Amended and Restated Compensation Recoupment Policy under SEC/Nasdaq rules; awards subject to clawback .
- Hedging/margin: Prohibited short sales, margin purchases, and Company-based derivatives (outside plan awards) .
- Equity plan safeguards: No option/SAR repricing or cash buyouts without shareholder approval .
Governance Assessment
-
Positive signals:
- Independent director with legal/M&A governance expertise; chairs Compensation Committee, indicating influence on pay-for-performance alignment .
- Use of independent compensation consultant (Meridian) with no conflicts in 2024; structured annual STI/LTI design for executives and clawback policy, reflecting governance rigor .
- Attendance and engagement standards met by all directors in 2024; regular executive sessions of independent directors .
- Director stock ownership guidelines (3x retainer) with compliance reported, plus hedging/margin prohibitions .
-
Watch items / potential risks:
- Board includes multiple non-independent family members (CEO Alvin Murstein; President Andrew Murstein; Director David Rudnick, Andrew’s father-in-law), increasing potential for related-party influence despite independent majority; Investment Oversight Committee is chaired by a non-independent director .
- Equity Plan Amendment increased potential dilution to ~18.20% (from 11.17% prior), approved by Board upon Compensation Committee recommendation; monitor grant practices and burn rate relative to shareholder interests .
- 2024 say-on-pay support was 73.4%, a middling approval level that suggests room for investor concern on compensation practices; continued engagement advisable .
-
Compensation structure notes for directors:
- Cash-equity mix: In 2024, Tanenbaum received $106,000 in cash fees and $115,006 in RSUs, indicating roughly balanced cash/equity structure; consistent annual RSU values planned for 2025 .
- Investment Oversight Chair fee reduction (from $43,000 to $31,000 effective July 1, 2024) suggests recalibration of committee compensation, potentially aligned with workload/responsibility .
Overall: Tanenbaum’s independence, legal/governance background, and leadership of the Compensation Committee support board effectiveness. Continued monitoring of dilution from equity plans, broader board family ties, and say-on-pay outcomes is warranted for investor confidence .