Cynthia Hallenbeck
MEDALLION FINANCIALAbout Cynthia A. Hallenbeck
Independent director at Medallion Financial Corp. since June 2020; age 68 as of April 14, 2025. She is an audit committee financial expert and currently chairs the Nominating and Governance Committee, with prior senior finance roles across financial services and non-profits. Education includes an MBA with distinction from Harvard Business School and a BA from Smith College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alercyn, Inc. (private consulting) | Chief Executive Officer | 2010–present | Led interim CFO engagements across non-profits |
| Habitat for Humanity Greater Boston | Interim Chief Financial Officer | Apr 2023–present | Financial leadership during transition |
| Episcopal Diocese of Massachusetts | Acting Chief Financial Officer | Sep 2020–Aug 2022 | Stabilized finance operations |
| Conservation Law Foundation | Acting Chief Financial Officer | Jun 2018–Dec 2019 | Oversaw finance transformation |
| Environmental Defense Fund | Chief Financial Officer | 2014–2016 | Executive finance leadership |
| Citigroup (Corporate Treasury) | Chief Financial Officer, Corporate Treasury Department | 2002–2005 | Led treasury CFO; previously COO of global legal support (2007–2008) |
| Merrill Lynch & Co. | Finance/Treasury/Accounting roles incl. Treasurer (Global Futures), CFO (Securities Financing Group) | ~1988–2002 | Senior finance leadership in capital markets |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Clinton Health Access Initiative | Director; Audit Committee | Current | Audit Committee member |
| Wellspring Foundation | Director | Current | — |
| Diabetes Training Camp Foundation | Director | Current | — |
| Walker & Dunlop, Inc. (public) | Director; Audit & Compensation Committees | 2010–2019 | Chaired Audit Committee from IPO through 2015 |
Board Governance
- Independence: Board determined Cynthia A. Hallenbeck is independent under NASDAQ rules; audit, compensation, and nominating committee membership requires independence and she meets it .
- Committees: Audit Committee member and financial expert; Chair of Nominating & Governance Committee; member of Investment Oversight Committee .
- Attendance: Board held 11 meetings in 2024; each director attended at least 75% of Board and committee meetings; all eight directors attended last year’s annual meeting (indicative of engagement) .
- Board leadership: Lead Independent Director role exists (currently Brent O. Hatch) with defined responsibilities and executive sessions of independent directors held regularly .
- Risk oversight: Audit Committee oversees enterprise risk management and cybersecurity with quarterly reporting; Nominating & Governance oversees governance processes .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Member; financial expert | 11 |
| Nominating & Governance | Chair | 2 |
| Investment Oversight | Member | 4 |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Cash fees earned (2024) | 106,000 | Paid quarterly; includes base Board retainer and applicable committee chair/member fees |
| RSU award grant-date fair value (2024) | 115,006 | Annual RSU grant under the 2018 Equity Incentive Plan |
| Total (2024) | 221,006 | Sum of cash fees and RSUs |
Director compensation schedule (effective July 1, 2024):
| Role | Annual Cash ($) |
|---|---|
| Board Member (Base) | 65,000 |
| Lead Independent Director (Additional) | 20,000 |
| Committee Chair – Audit | 22,500 |
| Committee Chair – Compensation | 15,000 |
| Committee Chair – Nominating & Governance | 11,000 |
| Committee Chair – Investment Oversight | 31,000 (reduced from $43,000 pre-7/1/2024) |
| Committee Member – Audit | 10,000 |
| Committee Member – Compensation | 7,750 |
| Committee Member – Nominating & Governance | 6,000 |
| Committee Member – Investment Oversight | 20,000 |
Performance Compensation
| Metric/Feature | Details |
|---|---|
| Director equity type | Annual restricted stock units (RSUs) of $115,000 grant value; no mandatory options; director grants are plan-based |
| Vesting/dividend policy | Dividends/dividend equivalents subject to same vesting as award; no dividends paid on unvested awards |
| Clawback | All awards subject to clawback policy compliant with Exchange Act §10D/Nasdaq 5608 |
Note: The proxy does not disclose performance-based metrics tied to director pay; director equity is time-based RSUs rather than PSUs .
Other Directorships & Interlocks
| Company/Organization | Public/Private | Overlap/Interlock Risk |
|---|---|---|
| Walker & Dunlop, Inc. | Public (prior) | None disclosed with MFIN; prior service only |
| Clinton Health Access Initiative | Non-profit | No related-party transactions disclosed |
| Wellspring Foundation; Diabetes Training Camp Foundation | Non-profit | No related-party transactions disclosed |
Expertise & Qualifications
- Audit committee financial expert designation; deep financial management background across banking, treasury, and non-profit CFO roles .
- Senior finance roles at Merrill Lynch and Citigroup; extensive experience in securities financing and corporate treasury .
- MBA (Harvard Business School, with distinction); BA (Smith College) .
Equity Ownership
| Ownership Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 59,802 | <1% of outstanding shares (23,234,596) |
| Outstanding RSUs (fiscal year-end) | 59,059 | No outstanding options |
| Vested RSUs (issuable upon termination) | 45,311 | Vested; issuable upon service termination |
| RSUs vesting within 60 days of 4/14/2025 | 14,491 | Near-term vest |
| Stock ownership guideline | 3x annual cash retainer for non-employee directors; all directors in compliance as of 3/31/2025 | |
| Pledging/Hedging | Hedging and short sales prohibited by insider trading policy |
Governance Assessment
- Strengths: Independent status; audit financial expert; chairs Nominating & Governance; multi-committee engagement; solid attendance; annual director RSU grants align interests; clawback and no-repricing provisions on equity awards; robust insider trading and hedging prohibitions .
- Compensation alignment: 2024 mix of cash ($106k) and equity RSUs ($115k) supports pay-for-service and shareholder alignment; RSUs subject to vesting with clawback protection .
- Shareholder signals: Say-on-pay support at 73.4% in 2024 suggests moderate support of broader compensation practices; the company introduced performance-based equity for executives and maintains ownership guidelines for directors .
- Conflicts/Red flags: No related-party transactions disclosed involving Hallenbeck; board has family relationships among other directors (Murstein/Rudnick), but company maintains formal related party transaction policies and approvals to mitigate risk .
Overall, Hallenbeck’s independent status, committee leadership, and audit expertise indicate strong governance contribution and alignment with investor interests; no personal conflicts disclosed. Continued monitoring of board-level related party exposures and say-on-pay outcomes remains prudent .