Excessive Pay at Medallion Financial Concerning for ZimCal

Rhea-AI Summary

ZimCal Asset Management, a major investor in Medallion Financial Corp (MFIN), has expressed concerns regarding excessive executive compensation at MFIN despite a 20% YTD stock price decline. ZimCal is engaging in a proxy contest to replace two Directors with more qualified individuals to rectify this issue. The company has sent a letter to stockholders highlighting the $25 million compensation received by MFIN's President since 2018, which they argue is disproportionate compared to the company’s $77 million in earnings. ZimCal believes this compensation structure misaligns management incentives with stockholder interests. They propose immediate changes to the compensation framework if their nominees are elected. ZimCal's detailed plan can be accessed at www.restoretheshine.com/5-steps.

Positive

• ZimCal is pushing for transparency and alignment of management compensation with stockholder interests.
• Potential for improved financial performance if ZimCal's proposed changes are implemented.
• Strong support from independent stockholders for ZimCal's proxy contest.
• ZimCal’s nominees are presented as highly qualified to make necessary changes.

Negative

• MFIN's stock price has declined by 20% YTD.
• High executive compensation ($25 million since 2018 for the President) despite poor stock performance.
• Current Board and management are seen as unaligned with stockholders' interests.
• Potential conflict and uncertainty due to proxy contest and Board changes.
• Company insiders control 30% of the stock, making voting outcomes uncertain.

Insights

Financial Analyst

The news of excessive executive compensation at Medallion Financial Corp. (MFIN) is significant for investors. High executive pay coupled with poor stock performance is a concern, suggesting potential misalignment between management's interests and those of shareholders. ZimCal's comparison to Synchrony Financial underscores the disproportion between executive earnings and company performance. This discrepancy is critical as it indicates poor governance and inefficiencies in reward structures. Right-sizing compensation could potentially release funds to improve earnings and valuation, benefiting investors in the long term. Short-term, however, it might cause some turmoil as changes are implemented. The comparison of executive compensation to employee wages also points to potential morale issues within the company, which could affect productivity and long-term company health.

Corporate Governance Expert

Excessive executive compensation often reflects deeper governance issues within a corporation. The initiation of a proxy contest by ZimCal to replace board members at MFIN points to a lack of accountability and effective oversight by the current board. The existence of a change-in-control payout provision also indicates potential entrenchment tactics by current management to resist changes proposed by shareholders. Implementing proper governance mechanisms, aligning executive compensation with performance and increasing transparency could restore shareholder confidence. The proxy contest itself might be a sign of existing shareholder dissatisfaction, suggesting it could gain significant traction among investors wanting change.

• Stock price is down 20% YTD and management continues to be rewarded at the expense of stockholders.
• High executive compensation does not align with core business performance.
• ZimCal sends letter to stockholders highlighting egregious compensation.
• Updated “5 Steps to Improvement” white paper to unlock value at Medallion Financial Corp. posted to www.restoretheshine.com/5-steps

MINNEAPOLIS--(BUSINESS WIRE)-- ZimCal Asset Management, LLC, and its affiliates BIMIZCI Fund LLC, Warnke Investments LLC and Stephen Hodges (collectively “ZimCal”) is one of the largest investors in Medallion Financial Corp. (the “Company” or “MFIN”), has over $15.58 million in debt and equity investment exposure and has been invested in MFIN for over 3 years. ZimCal is currently in a proxy contest to replace two Directors on MFIN’s Board of Directors (the “Board”) with two more highly qualified individuals. Our common stock and debt are the only investments we have in MFIN and we do not own any other MFIN-related securities (e.g. call/put options). We believe we will prevail in this proxy contest; we believe that stockholders want change and that our nominees are the first step in that direction. ZimCal ONLY benefits through an increase in the value of MFIN and if MFIN can implement the changes ZimCal is recommending, ZimCal believes that the upside potential for the Company is tremendous.

Company insiders control approximately 30% of the stock so every single vote in our favor matters and we are incredibly encouraged by the support we have received from independent stockholders. The Company has attempted to distract stockholders with speculation about ZimCal, its interests and its intentions. We are disappointed by the Company’s recent personal and untruthful attacks that forced us to issue a Cease and Desist letter. However, we are encouraged by their desperation, which indicates that they are threatened by strong stockholder support for our candidates.

EVERY DOLLAR THAT GOES TO EXCESSIVE PAY IS A DOLLAR TAKEN AWAY FROM STOCKHOLDERS

ZimCal sent a letter to stockholders expressing its concern about the current compensation structure at MFIN. We fear the current Board and management team are not aligned with stockholders but instead care more about management’s continued high compensation, regardless of MFIN’s stock performance or valuationⁱ.

If ZimCal’s nominees are not elected, the Board would likely maintain the status quo, which has been very lucrative for the management team, as you will see from the letter. If ZimCal’s nominees are elected, and on behalf of stockholders, we would immediately address the excessive compensation structure of MFIN’s President and management team. Our letter addresses the following:

1. We cannot understand how the Board can justify the $25 million cumulatively paid to MFIN’s President, Andrew Murstein since 2018 for $77 MILLION in earnings, while the President of Synchrony Financial, a $117 BILLION consumer lender, was paid $55 million (or $30 MILLION more) for $17.3 BILLION in earnings to stockholders.ⁱⁱ
2. We believe that right-sizing management compensation would instantly boost earnings and valuation.
3. We believe that MFIN’s President making 66x times as much money as “rank and file” employees does not make sense.
4. We believe that MFIN’s executives should be compensated for core performance ONLY, which should exclude non-core, non-recurring items (mostly taxi medallion assets).
5. We believe that management should be rewarded for proactively avoiding obvious risks and punished for ignoring them.
6. We believe that the change-in-control provision that would amount to a $14.2 million payout to Mr. Murstein, or 7.5% of 1Q24 market capitalization, is excessive and is not in stockholders’ best interests.

We believe that change must happen now. If stockholders want compensation that is fair and does not enrich management at the expense of stockholders, we need their support to make any changes. Even if ZimCal’s 2 candidates are elected, we still only represent 25% of the Board, but any change to the current Board is a huge step in the right direction.

Visit www.restoretheshine.com/nominees to learn about our highly qualified nominees.

Vote for our two exceptional candidates by voting online or via mail using the WHITE proxy card. Even if you have already voted, you can still vote for our candidates and only your most recent vote will count. Full instructions can be found at www.restoretheshine.com/vote.

About ZimCal Asset Management, LLC

ZimCal Asset Management is an alternative investment firm focused primarily on niche, illiquid and complex credit investment opportunities with a specialization in bank investing.

See www.restoretheshine.com/#About for more details.

Solicitation Information

Stockholders are urged to read ZimCal’s definitive proxy statement and WHITE proxy card because they contain important information about the ZimCal nominees and related matters. Stockholders may obtain a free copy of the definitive proxy statement and WHITE proxy card and other documents filed by ZimCal on the web site of the Securities and Exchange Commission (SEC) at www.sec.gov or may access the SEC website through www.restoretheshine.com. Stockholders may also direct a request to ZimCal’s proxy solicitor, Saratoga, 520 8th Avenue, 14th Floor, New York, NY 10018 (stockholders can e-mail at info@saratogaproxy.com or call toll-free at (888) 368-0379).

Participants in Solicitation

The identity of the participants in the solicitation and a description of their direct or indirect interests, by security holdings or otherwise is contained in ZimCal’s definitive proxy statement filed with the SEC on April 26, 2024.

ⁱ Source 10K/Q, DEF14A. E.g. when MFIN market cap increased 56% YoY at 2019, Mr. Murstein’s bonus was $1.3 million. When market cap fell 32% in 2020, Mr. Murstein was paid a $1.1 million bonus. After 2018’s largest ever loss, his bonus was $1.4 million. We feel there is little correlation between performance, bonuses and stock appreciation.

ⁱⁱ Source 10K/Q, DEF14A. Synchrony Financial has an industrial bank platform, like MFIN but focuses on different consumer verticals and fee income businesses than MFIN.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240521925449/en/

nicole@nh-consult.com

Source: ZimCal Asset Management, LLC

FAQ

Why is ZimCal concerned about MFIN's executive compensation?

ZimCal believes the high compensation of MFIN's executives does not align with the company’s poor stock performance and stockholder interests.

What changes does ZimCal propose for MFIN?

ZimCal proposes restructuring executive compensation to align with core performance and reducing excessive payouts, such as the $14.2 million change-in-control provision.

How has MFIN's stock price performed YTD?

MFIN's stock price is down by 20% year-to-date.

What is ZimCal's investment in MFIN?

ZimCal has over $15.58 million in debt and equity investment exposure in MFIN.

What is the purpose of ZimCal’s proxy contest?

ZimCal aims to replace two Directors on MFIN’s Board with more qualified individuals to implement necessary changes.