Robert Meyer
MEDALLION FINANCIALAbout Robert M. Meyer
Robert M. Meyer (age 79) has served as an independent director of Medallion Financial Corp. since July 2021 and is the Board’s Audit Committee Chair and an SEC/Nasdaq-designated audit committee financial expert . He brings 47 years of banking and lending experience, including senior executive roles at Valley National Bancorp, Midland Bancorp, and Broad Street National Bank; he holds a B.A. and M.A. from Montclair State College and an M.B.A. from the University of Miami . The Board comprises eight directors (five independent), met 11 times in 2024, and each director attended at least 75% of Board and committee meetings; all directors attended the prior annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valley National Bancorp | EVP & Chief Commercial Lending Officer; Consultant post-retirement | 1997–2016; consulting through Aug 2018 | Led commercial lending; brings deep credit risk and lending oversight expertise |
| Midland Bancorp/Midland Bank & Trust Co. | President & CEO | 1991–1997 | Public-company leadership and governance experience |
| Broad Street National Bank; First Jersey National Bank/Central | President & CEO | 1985–1988 | Bank CEO leadership |
External Roles
- No current public company directorships disclosed for Meyer in the 2025 proxy; he also serves on Medallion Bank’s board (subsidiary) and its Audit Committee (since 2016 and 2019, respectively) .
Board Governance
| Dimension | Details |
|---|---|
| Independence | Classified as independent by the Board under Nasdaq standards . |
| Committees | Audit Committee (Chair; financial expert) ; Compensation Committee (Member) ; Nominating & Governance Committee (Member) . Not a member of the Investment Oversight Committee . |
| Pre-approval authority | As Audit Chair, authorized to pre-approve audit and permissible non-audit services (subject to timely ratification) . |
| Committee activity (2024) | Audit: 11 meetings ; Compensation: 4 meetings ; Nominating & Governance: 2 meetings . |
| Attendance | Each director attended ≥75% of Board/committee meetings; all eight attended prior annual meeting . |
| Board leadership | CEO and Chair roles combined (A. Murstein); Lead Independent Director role established and held by Brent O. Hatch, with defined responsibilities . |
| Risk oversight | Board- and committee-level ERM oversight, including cybersecurity reporting to Audit Committee . |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $65,000 | Paid in quarterly installments; effective July 1, 2024 schedule . |
| Audit Chair fee | $22,500 | Additional annual fee . |
| Compensation Committee member fee | $7,750 | Additional annual fee . |
| Nominating & Governance member fee | $6,000 | Additional annual fee . |
| Subsidiary board fees (Medallion Bank) | $30,000 | Classified as “All Other Compensation” for subsidiary service . |
| Total cash paid (2024) | $101,250 | Fees earned/paid in cash (parent company) . |
Director cash fee structure for all non-employee directors (effective July 1, 2024): Board member $65,000; Committee Chairs: Audit $22,500, Compensation $15,000, N&G $11,000, Investment Oversight $31,000; Committee members: Audit $10,000, Compensation $7,750, N&G $6,000, Investment Oversight $20,000; Lead Independent Director +$20,000 .
Performance Compensation (Director)
| Equity Grant Type | Grant Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Annual RSU grant | $115,006 (2024) | Non-employee directors receive ~$115,000 in RSUs annually under the 2018 Plan; grants settle per plan terms . | None disclosed for directors (time-based director RSUs; awards subject to clawback policy) . |
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Medallion Bank (subsidiary) | Director; Audit Committee member | Director since 2016; Audit Committee since 2019 | Subsidiary service; additional fees disclosed under “All Other Compensation” . |
No other current public company boards disclosed for Meyer in the proxy .
Expertise & Qualifications
- Audit committee financial expert; extensive banking, credit, and public-company management experience .
- Governance and compensation oversight through N&G and Compensation Committee service .
- Education: B.A. and M.A., Montclair State College; M.B.A., University of Miami .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 51,410 shares; <1% of outstanding | As of April 14, 2025; <1% of 23,234,596 shares . |
| Direct shares | 3,214 | Held directly . |
| Vested RSUs (deliverable upon separation) | 33,705 | Vested RSUs (incl. dividend equivalents) . |
| Unvested RSUs vesting within 60 days of 4/14/25 | 14,491 | Expected near-term vesting (incl. dividend equivalents) . |
| Options | 0 | No options listed outstanding for Meyer (director table) . |
| Ownership guidelines | Directors must hold 3x annual cash retainer; all officers/directors in compliance as of 3/31/25 . | |
| Hedging/derivatives | Prohibited (short sales, derivatives, margin purchases) under insider trading policy . | |
| Pledging | No pledging by Meyer disclosed; no pledging policy disclosure in proxy; hedging/derivatives prohibited . |
Director Compensation Mix (2024)
| Item | Amount | Mix % |
|---|---|---|
| Cash fees (parent) | $101,250 | 41.1% |
| RSU grant | $115,006 | 46.7% |
| Subsidiary fees (Medallion Bank) | $30,000 | 12.2% |
| Total | $246,256 | 100% |
Related-Party/Conflict Screening
- The proxy’s related-party section discloses a family-related management role involving the Rudnick family; no related-party transactions involving Meyer are disclosed .
- Board has a Related and Affiliated Party Transactions Policy requiring Board review/approval of related-party transactions .
- As Audit Chair, Meyer holds pre-approval authority for audit and permissible non-audit services with ratification, which centralizes oversight; independent committee structure and ratification mitigate conflict risk .
Say-on-Pay and Shareholder Feedback (context for Compensation Committee member)
- 2024 say-on-pay support: 73.4% approval; company cites continued enhancements (scorecard-based STI, PSUs added from 2023) in response to feedback .
Governance Assessment
- Strengths
- Independent director; Audit Chair and audit committee financial expert; multi-committee experience (Audit Chair; Comp and N&G member) .
- Robust audit oversight, including pre-approval authority and active committee cadence (11 Audit meetings in 2024); oversaw auditor transition to Plante Moran with clear fee disclosure .
- Ownership alignment: annual RSU grant; stock ownership guidelines (3x retainer) with company-wide compliance; clawback policy applies to awards .
- Trading risk controls: hedging/derivatives and margin purchases prohibited .
- Watch items
- Board leadership: combined CEO/Chair (A. Murstein) may concentrate power; mitigated by a Lead Independent Director with defined authorities .
- Family relationships on Board (CEO/Chair’s son Andrew is President/COO; Rudnick is Andrew’s father-in-law) can elevate perceived conflict risk—though Meyer remains independent and on key oversight committees .
- Say-on-pay support at 73.4% in 2024 is below typical large-cap norms, though company cites enhancements; as a Compensation Committee member, Meyer will remain central to ongoing investor-alignment efforts .
Overall: Meyer’s profile signals strong financial oversight and independence, with meaningful equity-based alignment and defined audit authority. Key governance risks relate to broader board structure (combined Chair/CEO, family ties), not to Meyer individually; his roles on Audit (Chair), Compensation, and N&G are important counterbalances for investor confidence .