Medallion Financial (MFIN) Proxy filing summary

Executive summary

• Achieved record loan growth and profitability, with net interest income rising at a 14.1% CAGR from 2021–2025 and book value per share up 53.8% over five years.

• Returned over $61M to shareholders since 2022 through dividends and share repurchases, including a 75% dividend increase.

• Total shareholder returns for 1-, 3-, and 5-year periods significantly exceeded peers, with a 452% return since the 2017 transformation.

• Board and management successfully transitioned from taxi medallion lending to specialty consumer finance, focusing on recreation and home improvement loans.

• ZimCal’s activist campaigns and nominees are criticized as lacking relevant experience and alignment with shareholder interests.

Voting matters and shareholder proposals

• Shareholders are urged to vote using the WHITE proxy card for the company’s nominees at the June 9, 2026 Annual Meeting.

• ZimCal’s repeated proxy campaigns sought board seats and debt buyouts, but its nominees were rejected in prior years.

• The board’s Nominating and Governance Committee determined ZimCal’s 2026 nominees lack additive skills for current needs.

Board of directors and corporate governance

• Board refreshed with three independent directors in the last six years and five in the last nine years, including a Lead Independent Director.

• Board members bring deep expertise in banking, finance, legal, and governance, with an average independent director tenure of 6.6 years.

• Board maintains robust stock ownership guidelines and high engagement, with >98% attendance at seven meetings in 2025.