Brent Hatch
MEDALLION FINANCIALAbout Brent O. Hatch
Brent O. Hatch (age 66) is Medallion Financial Corp.’s Lead Independent Director and an independent Class II director since May 2022. He is a seasoned litigation and corporate lawyer, founder of Hatch Law Group, and has held senior U.S. federal roles (Associate Counsel to President George H.W. Bush; Deputy Assistant Attorney General; General Counsel at the National Endowment for the Humanities). He serves on the Medallion Bank board and its Audit Committee (since 2003), is an “audit committee financial expert,” and holds a BA from Brigham Young University and a J.D. from Columbia Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hatch Law Group, PC | Founder; litigates complex commercial matters; corporate transactions advisor | Not disclosed | Legal leadership; commercial and regulatory expertise |
| The White House | Associate Counsel to President George H.W. Bush | Not disclosed | Executive branch legal advisory |
| U.S. Department of Justice | Deputy Assistant Attorney General | Not disclosed | Federal enforcement/policy experience |
| National Endowment for the Humanities | General Counsel | Not disclosed | Agency governance and legal oversight |
| U.S. Court of Appeals, D.C. Circuit | Law clerk to Judge Robert H. Bork | Not disclosed | Appellate judicial experience |
| Medallion Bank (subsidiary) | Director; Audit Committee member | Since 2003 | Bank governance; audit oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federalist Society | Director and Treasurer | Not disclosed | Non-profit governance; treasury oversight |
- Other public company directorships: None disclosed for Hatch .
Board Governance
- Independence: The Board determined Brent O. Hatch is independent under Nasdaq standards; majority of the Board (5/8) is independent .
- Lead Independent Director: Created in 2022; Hatch currently serves and has defined responsibilities (agenda approval, executive sessions, liaison to Chair/CEO, shareholder engagement, evaluation oversight) .
- Committee assignments (MFIN):
- Audit Committee (member; committee met 11 times in 2024; Hatch designated an “audit committee financial expert”) .
- Nominating & Governance Committee (member) .
- Investment Oversight Committee (member) .
- Attendance: Board held 11 formal meetings in 2024; each director attended at least 75% of Board/committee meetings; all eight directors attended last year’s annual meeting .
- Contextual independence risk: The Board includes family relationships among non-independent directors (CEO Alvin Murstein is father of President Andrew Murstein; Andrew is son-in-law of Director David Rudnick), which can be a structural independence consideration despite Hatch’s independent status .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board member annual cash retainer | $65,000 | Effective July 1, 2024; paid quarterly |
| Committee chair fees (annual) | Audit $22,500; Compensation $15,000; Nominating & Governance $11,000; Investment Oversight $31,000 | Effective July 1, 2024 |
| Committee member fees (annual) | Audit $10,000; Compensation $7,750; Nominating & Governance $6,000; Investment Oversight $20,000 | Effective July 1, 2024 |
| Lead Independent Director fee (annual) | $20,000 | Incremental to base retainer |
Hatch’s actual 2024 director compensation (MFIN and subsidiary service):
| Item | Amount ($) |
|---|---|
| Fees earned/paid in cash (MFIN) | 121,000 |
| RSU awards (grant-date fair value) | 115,006 |
| Other compensation (subsidiary board fees) | 30,000 |
| Total | 266,006 |
Performance Compensation
| Equity Mechanism | Annual Value | Vesting/Terms | Notes |
|---|---|---|---|
| Restricted Stock Units (RSUs) to non-employee directors | $115,000 | RSUs granted annually under 2018 Plan; dividends/dividend equivalents subject to the same vesting terms; awards subject to clawback | Effective program; grant converted to units at grant-date closing price |
- No performance-based metrics disclosed for director equity (RSUs are time-based; PSUs apply to NEOs, not directors) .
Other Directorships & Interlocks
| Domain | Detail |
|---|---|
| Compensation Committee interlocks | Company discloses no interlocking relationships; Hatch is not a member of the Compensation Committee |
| Subsidiary roles | Director and Audit Committee member, Medallion Bank (additional fees) |
| External boards | Federalist Society (non-profit) |
Expertise & Qualifications
- Audit committee financial expert (Nasdaq and SEC definitions) .
- Deep regulatory, litigation, and corporate transaction expertise from White House, DOJ, NEH, and private practice leadership .
- Education: BA, Brigham Young University; J.D., Columbia Law School .
- Lead Independent Director responsibilities include oversight of governance processes, CEO performance evaluation participation, and investor engagement .
Equity Ownership
| Measure | Amount |
|---|---|
| Total beneficial ownership (shares) | 48,875 |
| Ownership % of shares outstanding | <1% |
| Composition details | 34,384 shares owned directly; 14,491 RSUs scheduled to vest within 60 days of April 14, 2025 |
| Outstanding RSUs (year-end 2024) | 14,311 |
| Options | None outstanding for Hatch |
| Ownership guidelines | Directors must hold 3x annual cash retainer; as of March 31, 2025, all officers and directors are in compliance |
| Hedging/derivatives policy | Prohibits short sales and Company-based derivative transactions (except awards under the plan); margin purchases prohibited |
Governance Assessment
-
Positives:
- Independent Lead Director with robust responsibilities; Hatch enhances board oversight and investor engagement .
- Audit Committee membership and “financial expert” designation strengthen financial reporting oversight; subsidiary bank audit role adds domain expertise .
- Director equity alignment via annual RSUs; clawback and dividend-equivalent vesting reinforce discipline .
- Ownership guideline compliance and anti-hedging policy support alignment .
-
Watch items / potential red flags:
- Family ties among non-independent directors (CEO and President; President’s father-in-law on board) may dilute perceived independence and increase conflict risk, heightening the importance of Hatch’s Lead Independent governance role .
- 2024 Say-on-Pay support at 73.4% is modest versus typical large-cap thresholds; indicates some shareholder concern on pay practices and metrics, though not directly tied to director pay .
- Expanded equity plan share reserve and potential dilution (broader context for equity compensation) require continued scrutiny of grant practices to directors and executives for pay-for-performance consistency .
-
Additional controls:
- Clawback (recoupment) policy compliant with SEC/Nasdaq rules; awards subject to recovery on restatement .
- Insider trading policy and ethics codes in place; governance processes reviewed by Nominating & Governance Committee .
Overall, Brent Hatch’s independent status, Lead Independent Director role, audit expertise, and equity ownership suggest constructive alignment and oversight capacity, which helps mitigate structural independence risks elsewhere on the board. Continued monitoring of compensation program shareholder feedback and equity plan dilution is warranted .