Michael R. Dunn
About Michael R. Dunn
Michael R. Dunn (age 73) has served on Regional Management Corp.’s Board since 2014 and is Chair of the Risk Committee. He previously served as RM’s Chief Executive Officer (Oct 2014–Jul 2016) and Executive Chairman (Aug–Dec 2016). Dunn spent over 30 years at Citigroup, including CFO of the Global Consumer Group (1996–2007) and adding COO in 2005; he was a partner at Brysam Global Partners (2007–2013). He holds a B.S. from New York University, attended the University of Michigan Executive Program, and is a Certified Public Accountant in New York State .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regional Management Corp. | Chief Executive Officer | Oct 2014–Jul 2016 | Led company during transition to public-company governance |
| Regional Management Corp. | Executive Chairman | Aug–Dec 2016 | Oversight of Board operations |
| Brysam Global Partners | Partner | 2007–2013 | Board/alternate board member across portfolio; focus on international banking and consumer lending |
| Citigroup | CFO, Global Consumer Group; COO (added 2005) | 1996–2007 | Member of Citigroup Management and Operating Committees |
| Banamex (Citigroup subsidiary) | Director | Prior period not specified | Banking subsidiary board experience |
| Student Loan Corporation (majority-owned by Citigroup) | Director | Prior period not specified | Consumer lending board experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Banamex | Director | Prior | Wholly owned Mexican bank subsidiary of Citigroup |
| Student Loan Corporation | Director | Prior | U.S.-based, majority-owned by Citigroup |
Board Governance
- Independence: The Board’s 2024 and 2025 independence determinations did not include Dunn among independent directors under NYSE rules .
- Committee assignments: Risk Committee Chair (no Audit, HRCC, or CGN membership) .
- Meetings and attendance: The Board met 16 times in 2024; all directors attended at least 75% of Board and committee meetings. Non‑employee directors met in executive session at each regular quarterly Board meeting; independent directors met periodically in executive session .
| Committee | 2023 Meetings | 2024 Meetings | Dunn’s Role |
|---|---|---|---|
| Audit | 5 | 5 | Not a member |
| Human Resources & Compensation (HRCC) | 6 | 7 | Not a member |
| Corporate Governance & Nominating (CGN) | 4 | 5 | Not a member |
| Risk | 4 | 4 | Chair |
Fixed Compensation
Director compensation program structure (non‑employee directors):
- Board cash retainer: $70,000; Board Chair: $95,000
- Committee member cash retainer: $8,750; Committee chair: $17,500
- Board equity award (RSA): $110,000; Board Chair: $135,000
- Committee member equity award: $8,750; Committee chair: $17,500
- RSAs granted on the fifth business day after the annual meeting; vest on the earlier of the first anniversary or the next annual meeting (≥50 weeks), subject to continued service .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $89,950 | $92,090 |
| Stock Awards ($) | $127,500 | $127,478 |
| Total ($) | $217,450 | $219,568 |
| RSAs Granted (shares) | 5,100 (granted May 25, 2023) | 4,704 (granted May 23, 2024) |
| RSA Vesting Terms | Earlier of 1-year or next annual meeting (≥50 weeks) | Earlier of 1-year or next annual meeting (≥50 weeks) |
Notes:
- 2024 cash totals include cash paid upon vesting of dividend equivalent rights .
- As of Dec 31, 2024, Dunn held 4,704 unvested RSAs; he had no option awards outstanding .
Performance Compensation
- Non‑employee director pay is a mix of fixed cash retainers and time‑based RSAs; no performance‑contingent director equity (no PSUs) is disclosed for directors. Performance metrics in the proxy relate to executive officers, not directors .
Other Directorships & Interlocks
| Entity | Type | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Basswood Capital Management / Jonathan D. Brown | 10.2% beneficial owner; Brown is Basswood partner and RM director | Basswood has a Cooperation Agreement with RM; Brown serves on the Board and Risk Committee | Basswood is deemed “director‑by‑deputization” for Section 16; standstill and voting commitments apply; Brown can be appointed to committees overseeing strategic alternatives upon request—potential influence channel to Risk oversight |
Expertise & Qualifications
- Financial services leadership; credit risk; corporate finance; M&A; risk management; investor relations .
- CPA credential; senior finance and operations roles at Citigroup’s Global Consumer Group .
- Skills matrix confirms risk management and corporate finance expertise; executive management background .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (as of Apr 2, 2025) | 108,287 shares; 1.1% of outstanding (10,035,287 shares) |
| RSAs outstanding (as of Dec 31, 2024) | 4,704 shares |
| Options outstanding | None for Dunn (as of Dec 31, 2024) |
| Director stock ownership guideline | 5x annual cash retainer; all directors (ex‑Booth) were in compliance as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for directors and executives; shares subject to retention guidelines may not be pledged |
Governance Assessment
- Strengths: Deep consumer finance and risk experience; long service at RM including prior CEO/Executive Chair; clear Risk Committee leadership; robust director ownership guidelines; prohibition on hedging/pledging; formal clawback policies and compensation best practices (for executives) .
- Watch items / potential red flags:
- Independence: Dunn is not classified as independent under NYSE rules, yet chairs the Risk Committee—investors may scrutinize independence of risk oversight .
- Shareholder interlock: Basswood’s “director‑by‑deputization,” voting commitments, and Brown’s presence on Risk Committee introduces a large‑holder influence channel; monitor for conflicts in strategic reviews or risk posture .
- Engagement: Board met 16 times in 2024; all directors met at least the 75% attendance threshold; executive sessions held regularly, supporting accountability .
Overall signal: Dunn provides substantial risk and finance expertise and ownership alignment, but his non‑independent status as Risk Chair and the Basswood interlock merit continued monitoring for potential conflicts in risk oversight and strategic decisions .