Justin Haley
Executive Vice President and Chief Financial Officer of Medallion Bank at 
MEDALLION FINANCIAL
MEDALLION FINANCIALExecutive
About Justin Haley
D. Justin Haley is Executive Vice President and Chief Financial Officer of Medallion Bank (a wholly-owned subsidiary of Medallion Financial Corp.) since April 2021; previously he served as Medallion Bank’s Chief Operating Officer (2015–2021) and founded the home improvement lending division . He holds a B.A. in history and an M.B.A. from the University of Washington and is a graduate of Pacific Coast Banking School; he serves on boards of the Utah Association of Financial Services and the National Association of Industrial Bankers . During 2024, company performance included net income of $35.9M, 8% net interest income growth, 12% loan growth to $2.5B, and a 10% dividend increase—metrics that underpin Haley’s STI scorecard (corporate earnings and ROE) and PSU design (PTI/ROE) . Age and TSR are not disclosed in filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medallion Bank | Executive Vice President & Chief Financial Officer | Apr 2021–present | Finance leadership as bank CFO; links STI to corporate earnings/ROE |
| Medallion Bank | Chief Operating Officer | Jun 2015–Mar 2021 | Operational leadership across consumer lending businesses |
| Medallion Bank | VP & GM, Home Improvement Lending | pre-2015 (started division) | Founded home improvement lending division; expanded specialty finance footprint |
| First Mutual Sales Finance (Washington Federal subsidiary) | President | Feb–Oct 2008 | Led home improvement lending operations |
| First Mutual Bank | VP, Sales Finance | Oct 2005–Jan 2008 | Managed sales finance prior to acquisition by Washington Federal |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Utah Association of Financial Services | Board Member | Not disclosed | Industry leadership role |
| National Association of Industrial Bankers | Board Member | Not disclosed | Industry leadership role |
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 327,467 | 342,507 | 349,440 |
| All Other Compensation ($) | — | 13,614 | 13,934 |
| Annual STI Target (% of Base) | 2023 | 2024 |
|---|---|---|
| D. Justin Haley | 100% | 100% |
| 2024 STI Outcome | Value |
|---|---|
| Scorecard Payout (% of Target) | 84.87% |
| Actual STI Paid ($) | 296,586 |
| Summary Compensation ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 327,467 | 342,507 | 349,440 |
| Stock Awards (RSAs + PSUs, grant-date fair value) | 128,993 | 216,316 | 349,440 |
| Non-Equity Incentive (STI) | 275,316 | 687,764 | 296,590 |
| All Other Compensation | — | 13,614 | 13,934 |
| Total | 731,776 | 1,260,201 | 1,009,404 |
Performance Compensation
| Metric (2024) | Weight | Target | Actual | Payout (% of Target) | Vesting/Notes |
|---|---|---|---|---|---|
| Medallion Financial Corp. Earnings (Net Income Attributable to Shareholders) | 25% | $35.50M | $35.88M | 102.1% | STI metric |
| Medallion Financial Corp. Return on Shareholders’ Equity | 25% | 10.03% | 10.12% | 101.8% | STI metric |
| Medallion Bank Total Net Income | 25% | $69.70M | $60.58M | 78.2% | Segment STI |
| Medallion Bank Return on Assets | 25% | 3.04% | 2.52% | 57.4% | Segment STI |
| Weighted % of Target Incentive Earned | — | — | — | 84.87% | Drives $296,586 payout |
| 2024 Equity Grants (2/16/2024) | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|
| PSUs (#) | 9,739 | 19,478 | 38,956 | 3-year performance period; PTI and ROE metrics to 12/31/2026 |
| RSAs (#) | — | 19,478 | — | Grant-date fair value $174,720 (50% of total stock awards) |
Equity Ownership & Alignment
| Component | Amount |
|---|---|
| Common shares owned (direct) | 54,188 |
| Restricted common stock owned (direct) | 38,075 |
| Options exercisable | 34,417 |
| PSUs subject to vesting 12/31/2025 (incl. dividend equivalents) | 19,527 |
| PSUs subject to vesting 12/31/2026 (incl. dividend equivalents) | 20,701 |
| PSUs subject to vesting 12/31/2027 (incl. dividend equivalents) | 20,888 |
| 2024 Equity Activity | Shares | Value ($) |
|---|---|---|
| Options exercised | 2,860 | 3,884 (realized) |
| Stock vested (aggregate during 2024) | 13,538 | 108,320 |
- Some awards vested on March 1 and March 4, 2025, contributing to near-term supply from vesting events .
- No disclosure of share pledging or hedging for Mr. Haley in available filings; stock ownership guidelines compliance not disclosed .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement parties | Medallion Financial Corp. and Medallion Bank |
| Effective date of CFO agreement | June 1, 2021 (amended/restated from 2015 COO agreement) |
| Term & auto-renewal | Two-year term; automatically renews each year for a new two-year term unless either party gives non-renewal notice |
| Base salary under agreement | $320,000 (reviewed annually; may be increased, not decreased) |
| Bonus eligibility | Discretionary bonus based on performance, consistent with similarly situated executives |
| Severance (without cause / good reason) | Lump sum equal to fifteen months of then base salary; continued health benefits for 12 months; all unvested stock options and restricted stock immediately vest, forfeiture restrictions lapse (subject to release) |
| Disability termination | Three months of base salary; three months of continued health benefits (subject to release) |
| Change-in-control | If agreement not assumed and no offer on similar terms, severance as above (15 months salary; benefits; equity vesting) |
| Non-compete & non-solicit | During employment and for 12 months thereafter |
Potential Payments Upon Termination or Change-in-Control (as of 12/31/2024)
| Scenario | Severance ($) | Other Benefits ($) |
|---|---|---|
| Termination Without Cause | 436,800 | 375,037 |
| Termination for Good Reason (Not CIC) | 436,800 | 375,037 |
| Disability | 87,360 | 7,298 |
| Change of Control – Termination without Cause or Good Reason or due to Change in Employment | 436,800 | 375,037 |
| Change of Control – Employment Agreement Assumed By New Owner | — | — |
Notes: “Other Benefits” reflect equity vesting and benefits as described in footnotes; severance amounts computed using salary as of 12/31/2024 .
Performance & Track Record Highlights (Company Context)
- 2024 financial highlights: net income $35.9M; net interest income $202.5M (+8% YoY); total loans $2.5B (+12% YoY); total assets $2.9B (+11% YoY); first-time originations over $1B; dividend increased 10% to $0.11; buyback of 570,404 shares for $4.6M .
- STI scorecard for Haley weighted to corporate earnings and ROE alongside Medallion Bank segment outcomes, yielding 84.87% of target .
- LTI PSU grants are tied to three-year PTI and ROE performance through 12/31/2026 (0–200% payout range), aligning incentives to profitability and capital efficiency .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total compensation of $1,009,404 comprised 35% salary, 35% stock awards (RSAs/PSUs at grant-date fair value), and 29% STI cash—balanced with meaningful at-risk pay .
- Shift to RSAs/PSUs: 2024 grants were a 50/50 mix RSAs and PSUs ($174,720 each), with PSUs performance-contingent (PTI/ROE, 0–200%)—indicating continued emphasis on performance equity rather than time-based only .
- STI discipline: Payout at 84.87% reflects below-target segment execution offset by corporate earnings/ROE beats, suggesting pay-for-performance linkage .
- Equity award vesting terms: Immediate vesting of unvested RS/options upon qualifying severance increases alignment to retention but creates potential near-term supply in separation scenarios .
Related Party Transactions, Clawbacks, Hedging/Pledging
- No specific clawback triggers, hedging/pledging disclosures, or related-party transactions for Mr. Haley identified in available proxy excerpts; the company provides CD&A despite smaller reporting company status, but these items are not detailed for Haley in the cited sections .
Equity Ownership & Alignment Considerations
- Beneficial ownership includes direct common, restricted stock, exercisable options, and multi-year PSU tranches (2025–2027), indicating material skin-in-the-game with performance-contingent upside .
- 2024 equity activity (option exercises and vesting) shows realized value but not large-volume sells; vesting events in early March 2025 noted, which can influence near-term supply dynamics .
Employment Terms Risk/Retention
- Auto-renewing two-year agreement with double-trigger change-in-control protection (requires non-assumption/no comparable offer) reduces windfall risk while providing retention certainty .
- Severance economics are modest relative to peers (15 months base; no bonus multiple disclosed), limiting pay inflation and overhang while preserving protective features .
Investment Implications
- Pay-for-performance alignment: STI and PSU frameworks center on earnings, ROE, and PTI—core drivers of specialty finance value—supporting confidence in incentive alignment; 2024 below-target segment results constrained payout, indicating discipline .
- Near-term supply watch: Documented vesting events (early March 2025) and annual RSA/PSU grants create predictable supply; monitor Form 4s around December 31 PSU tranches (2025–2027) for potential selling pressure .
- Retention risk appears contained: Auto-renewal, non-compete/non-solicit (12 months), and modest severance suggest stability; double-trigger CIC terms mitigate transaction-related windfalls while keeping Haley engaged through performance periods .
- Execution focus: Company’s 2024 performance (earnings, loan and asset growth, dividend increase, buybacks) underpins the STI metrics Haley is measured against; continued delivery on ROE and PTI will be key for PSU realization and alignment to shareholder returns .