John Everets
MEDALLION FINANCIALAbout John Everets
John Everets (age 78) has served as an independent director of Medallion Financial Corp. since July 2017; he is a partner at Arcturus Capital and an audit committee financial expert with deep banking and specialty finance leadership experience, including prior CEO/chairman roles at Bank of Maine and GE HPSC, Inc. . He is a Class III director with a term expiring at the 2026 Annual Meeting and sits on multiple board committees (Audit; Compensation; Investment Oversight) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Maine | Lead investor, Chairman & CEO | 2010–2015 | Led recapitalization; merger with Camden National Bank to form largest bank in northern New England |
| GE HPSC, Inc. | Chairman & CEO | 1993–2006 | Grew assets from $100M to $1B; sold to General Electric (2004) |
| Yorkshire Capital | Chairman | Not disclosed | Not disclosed |
| Advest, Inc. | Executive roles | Not disclosed | Not disclosed |
| Financial Security Assurance | Director | Prior | Not disclosed |
| Advest Group Inc. | Director | Prior | Not disclosed |
| Martin Currie Business Trust | Director | Prior | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medallion Bank (subsidiary) | Director | Since Sep 2019 | Subsidiary board service; fees reflected in “All Other Compensation” |
| Eastern Company | Director | Current | Not disclosed |
| Newman’s Own Foundation | Director; Chairs Finance Committee | Current | Finance Committee Chair |
| Westminster Kennel Club | Director | Current | Not disclosed |
| Pearl Diver Credit Company Inc. | Director | Current | Not disclosed |
| Boston Athenaeum | Trustee | Former | Not disclosed |
Board Governance
- Independence: Board determined Everets is independent under NASDAQ rules; independent directors comprise a majority of the Board .
- Attendance: Board held 11 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all eight directors attended the 2024 annual meeting .
- Lead Independent Director: Role established in 2022; duties include executive sessions, conflict oversight, agenda setting, and shareholder engagement; current Lead Independent Director is Brent O. Hatch .
| Committee | Members | Chair | Meetings in 2024 | Everets Status |
|---|---|---|---|---|
| Audit | Everets, Hallenbeck, Hatch, Meyer | Meyer | 11 | Member; Audit Committee Financial Expert |
| Compensation | Everets, Meyer, Tanenbaum | Tanenbaum | 4 | Member |
| Nominating & Governance | Hallenbeck, Hatch, Meyer, Tanenbaum | Hallenbeck | 2 | Not a member |
| Investment Oversight | A. Murstein, A.M. Murstein, Everets, Hallenbeck, Hatch, Rudnick, Tanenbaum | Rudnick | 4 | Member |
Fixed Compensation
- Structure effective July 1, 2024: Annual cash retainer $65,000; additional fees for committee chairs/members; Lead Independent Director receives $20,000 .
| Role | Annual Cash ($) |
|---|---|
| Board Member (Base) | 65,000 |
| Audit Chair | 22,500 |
| Compensation Chair | 15,000 |
| Nominating & Governance Chair | 11,000 |
| Investment Oversight Chair | 31,000 (prior $43,000) |
| Audit Member | 10,000 |
| Compensation Member | 7,750 |
| Nominating & Governance Member | 6,000 |
| Investment Oversight Member | 20,000 |
| Lead Independent Director | 20,000 |
- 2024 Director Compensation (cash + subsidiary board fees):
| Name | Fees Earned/Paid in Cash ($) | All Other Compensation ($) | Total Cash ($) |
|---|---|---|---|
| John Everets | 102,750 | 20,000 (Medallion Bank board fees) | 122,750 |
Performance Compensation
- Annual equity grants: Non-employee directors receive $115,000 of RSUs per year; grant-date fair value computed under ASC 718 .
- 2024 equity granted to Everets: $115,006 RSUs .
- Outstanding awards at FY-end 2024: RSUs 64,993; Options 11,333 .
- Plan-level weighted average option exercise price: $6.52 (all plans) .
| Metric | Grant Date | Number of RSUs | Grant-Date Fair Value ($) | Vesting/Settlement Notes |
|---|---|---|---|---|
| Annual Director RSU (2024) | 2024 (quarterly grant schedule; fiscal year) | Included in outstanding RSUs; annual grant sized by $115,000 | 115,006 | RSUs generally settle upon termination of service; see footnote details |
| Outstanding RSUs (FY 2024) | As of 12/31/2024 | 64,993 | N/A | Vested RSUs 51,319 (incl. dividend equivalents) issuable upon termination; 14,491 RSUs vest within 60 days of 4/14/2025 |
| Outstanding Options (FY 2024) | As of 12/31/2024 | 11,333 | N/A | Plan-level WAE price $6.52 |
No director-specific performance metrics (TSR, EBITDA, etc.) are disclosed for RSU awards; grants appear time-based under the director plan .
Other Directorships & Interlocks
- Current public/non-profit boards: Eastern Company (director), Newman’s Own Foundation (Finance Committee Chair), Westminster Kennel Club (director), Pearl Diver Credit Company Inc. (director), Medallion Bank (subsidiary director since Sep 2019) .
- Compensation Committee interlocks: None; committee members (Everets, Meyer, Tanenbaum) had no interlocking relationships; no officer served on the committee in 2024 .
Expertise & Qualifications
- Audit committee financial expert designation (Everets) .
- Specialty finance and banking leadership; significant M&A/recapitalization experience (Bank of Maine; GE HPSC) .
- Private equity/credit experience (Arcturus Capital; Pearl Diver Credit Company Inc.) .
Equity Ownership
| Component | Shares | Notes |
|---|---|---|
| Total Beneficial Ownership (as of 4/14/2025) | 152,143 | <1% of outstanding (23,234,596 shares) |
| Directly Owned | 70,000 | Footnote (7) |
| Indirect (Arcturus Capital, 50% owner) | 5,000 | Footnote (7) |
| Options (exercisable within 60 days) | 11,333 | Footnote (7); also shown in outstanding options table |
| Vested RSUs (incl. dividend equivalents) | 51,319 | Issuable upon settlement upon termination of service |
| RSUs to vest within 60 days of 4/14/2025 | 14,491 | Inclusive of dividend equivalents |
No disclosure of pledging or hedging by Everets beyond the company’s Insider Trading Policy; policy prohibits certain transactions during blackout periods and addresses interested transactions .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities Transacted (#) | Security | Post-Transaction Ownership (#) | SEC URL |
|---|---|---|---|---|---|---|
| 2025-06-13 | 2025-06-12 | Award (RSUs) | 13,172 | Restricted Stock Units | 79,830 | https://www.sec.gov/Archives/edgar/data/1000209/000095017025086124/0000950170-25-086124-index.htm |
| 2024-06-12 | 2024-06-11 | Award (RSUs) | 13,974 | Restricted Stock Units | 63,464 | https://www.sec.gov/Archives/edgar/data/1000209/000095017024072429/0000950170-24-072429-index.htm |
| 2023-07-27 | 2023-07-26 | Award (RSUs) | 12,583 | Restricted Stock Units | 47,349 | https://www.sec.gov/Archives/edgar/data/1000209/000120919123043549/0001209191-23-043549-index.htm |
Governance Assessment
- Alignment: As an independent director and audit committee financial expert, Everets enhances Board oversight quality; consistent attendance and participation on key committees support effectiveness .
- Ownership: Beneficial ownership of 152,143 shares, with meaningful vested RSUs and options, indicates moderate alignment; no pledging disclosed in proxy excerpts reviewed .
- Compensation mix: Balanced cash retainer and annual RSUs ($115,006 in 2024); equity is time-based with settlement upon termination, which promotes long-term alignment but lacks explicit performance conditions (neutral signal) .
- Committee composition risk: Investment Oversight Committee includes non-independent directors (CEO and President); while Everets provides independent oversight, the mixed composition could pose conflict risk on sensitive taxi medallion loan modifications and asset reviews (Board retains ultimate oversight) .
- Consultant independence: Compensation Committee’s consultant (Meridian) reported no conflicts in 2024—positive governance practice .
- Interlocks: No compensation committee interlocks reported—reduces pay-setting conflict risk .