Jeffrey Osher
About Jeffrey B. Osher
Independent Co‑Chairman of the Board and Chair of the Compensation Committee at Mobile Infrastructure Corporation (BEEP). Age 48; director since August 2021. Founder and Managing Member of No Street Capital LLC (formed 2018) with prior roles as portfolio manager (2005–2018) and analyst (2002–2005) at Harvest Capital Strategies; earlier analyst at The Dowd Company. Current public company directorship: Green Dot Corporation (NYSE: GDOT) since 2020; advisor to GDOT board 2017–2020; board member of Seal Family Foundation since 2016. We believe his core credentials are financial services and investment management, with capital markets expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvest Capital Strategies, LLC | Analyst | 2002–2005 | Research coverage on technology/emerging growth (foundation for later PM role) |
| Harvest Capital Strategies, LLC | Portfolio Manager | 2005–2018 | Ran small-cap strategies; governance and shareholder perspectives |
| The Dowd Company | Analyst | Not disclosed | Technology and emerging growth focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Green Dot Corporation (NYSE: GDOT) | Director | 2020–present | Advisor to GDOT board 2017–2020 (prior to directorship) |
| Seal Family Foundation | Director | 2016–present | Non‑profit supporting Naval Special Warfare families |
Board Governance
- Board roles: Independent Co‑Chairman; Chair, Compensation Committee; not listed on Audit or Nominating & Governance committees.
- Committee structure and independence: Compensation Committee comprises independent directors; Farient Advisors engaged as independent compensation consultant in 2024; committee authorized to retain and manage advisors.
- Board independence: Board determined Osher (and a majority of directors) meet NYSE American independence requirements.
- Attendance and engagement (FY2024): Board held 9 meetings; Compensation Committee held 7; Audit 5; Nominating & Governance 3. Each director other than Greiwe attended at least 75% of applicable meetings (Osher met this threshold).
- Leadership structure: Combined CEO/Co‑Chairman with independent Co‑Chairman and independent chairs for all three standing committees; executive sessions used to maintain oversight.
Fixed Compensation (Director)
| Component (FY2024) | Osher Amount | Mix/Terms |
|---|---|---|
| Annual retainer (independent director) | $70,000 | 60% RSUs, 40% cash; RSUs vest at 1‑year anniversary; shares based on grant‑date close price |
| Co‑Chairman fee | $15,000 | Same mix and vesting as above |
| Compensation Committee Chair fee | $10,000 | Same mix and vesting as above |
| Total director compensation | $95,000 | Cash $38,000; Stock awards $57,000 |
- Ownership guidelines: Non‑employee directors must hold ≥4× annual director compensation; all current directors are in compliance (includes Osher).
Performance Compensation (Director)
- Performance metrics: No performance‑based conditions disclosed for non‑employee director equity grants; annual RSUs are time‑vested (one‑year).
Other Directorships & Interlocks
| Entity | Relationship | Key Terms / Event | Date |
|---|---|---|---|
| HSCP Strategic III, L.P. (HS3) | Managed via No Street (Osher is managing member); major BEEP holder | Beneficial ownership of 19,972,193 BEEP shares incl. 2,170,213 warrants; see ownership table | |
| Harvest Small Cap Partners Master, Ltd. | Investment manager is No Street (Osher managing member); major BEEP holder | Beneficial ownership of 4,340,457 BEEP shares | |
| Harvest Small Cap Partners, L.P. | Managing member is No Street (Osher managing member); major BEEP holder | Beneficial ownership of 2,154,091 BEEP shares | |
| Preferred PIPE Investment | HS3, Harvest Small Cap, HSCP Master invested | $46,000,000 Series 2 Preferred at $1,000/share; converted to 13,787,462 common shares (incl. accrued dividends) on 12/31/2023 | |
| Registration Rights Agreement | RRA Holders include Preferred PIPE Investors | Customary registration rights; S‑11 filed 9/25/2023; effective (post‑effective S‑3) 4/10/2025 | |
| Line of Credit to BEEP | Lenders: Harvest Small Cap & HSCP Master | $40.4M revolver; 15% interest; 500,000 BEEP shares issued at first draw with 180‑day lock-up; matures 9/2025 | |
| Common Unit Conversions | HS3 & O Cincy (Osher manager of O Cincy) | HS3 redeemed 7,997,842 Common Units for same shares; O Cincy redeemed 445,541 units for shares | |
| Class A Unit Exercise | HS3 | Cashless exercise of 638,298 Class A → 156,138 Common Units | |
| Color Up dissolution | Distribution to HS3/Bombe/O Cincy | 3,937,246 BEEP shares; 2,553,192 warrants; 11,242,635 Operating Company Common Units distributed (HS3, Bombe, PLR, O Cincy) | |
| Warrant amendment | Warrants assumed/amended | Exercise price cut from $11.75 to $7.83; underlying increased to 2,553,192; cashless exercise permitted |
Potential conflicts: Osher’s controlled funds are major financing counterparties (15% revolver with equity kicker), PIPE investors, and significant holders—requiring ongoing scrutiny of related‑party transactions, pricing, and board oversight.
Expertise & Qualifications
- Financial services and investment management; deep small‑cap and capital markets experience from Harvest Capital Strategies and No Street Capital.
- Public company governance experience via GDOT board; non‑profit board service (Seal Family Foundation).
- Committee leadership: Chairs Compensation Committee; qualified oversight of executive pay with use of independent consultant (Farient).
Equity Ownership (Skin‑in‑the‑game)
| Holding Type | Amount | Notes |
|---|---|---|
| Beneficial ownership of BEEP common stock | 27,043,474 shares (60.7%) | Includes direct and indirect holdings via HS3, HSCP Master, Harvest Small Cap, O Cincy; warrants included where exercisable |
| Warrants (HS3) | 2,170,213 | Cashless exercise permitted; amended terms post‑merger |
| Operating Company LTIP Units (vested, ≤60 days) | 8,557 | Convertible into Common Units; reflected in beneficial ownership |
| Director RSUs held (as of 12/31/2024) | 36,192 | Director equity holdings disclosure |
| Director LTIP Units held (as of 12/31/2024) | 11,267 | Director equity holdings disclosure |
| Ownership guideline status | In compliance | Directors must hold ≥4× annual compensation; company states all are compliant |
Shares pledged: No pledging disclosures for Osher; company prohibits hedging for officers/directors/employees.
Governance Assessment
- Strengths
- Independent Co‑Chairman structure with independent committee chairs; majority‑independent board.
- Compensation Committee governance: independent membership; authority to retain advisors; engagement of Farient with no conflicts.
- Ownership alignment: significant personal/economic exposure via controlled funds; directors subject to robust stock ownership guidelines and clawback policy (post‑2023).
- Attendance: Osher met ≥75% attendance threshold across Board/committees in 2024; Board and Compensation Committee were active (9 and 7 meetings, respectively).
- Risks and RED FLAGS
- Related‑party financing: 15% revolver from funds controlled by Osher with 500,000 equity issuance—pricing and terms demand vigilant oversight; independence perceptions may be strained.
- Capital structure influence: PIPE preferred investment, common unit redemptions, and warrant amendments involving Osher‑controlled entities concentrate control and could affect minority shareholder confidence.
- Beneficial ownership concentration: Osher may be deemed beneficial owner of 60.7% of shares via managed funds; while board deems him independent under NYSE rules, this magnitude of influence is a governance sensitivity.
- Interlocks: Pre‑dissolution governance at Color Up included Osher alongside CEO/President/another director; subsequent distributions heightened cross‑holdings—monitor for transaction fairness.
Committee Assignments (Osher)
| Committee | Role | Independence |
|---|---|---|
| Board of Directors | Co‑Chairman (independent) | Independent director under NYSE American |
| Compensation Committee | Chair | Independent; uses independent consultant Farient |
| Audit Committee | Member? | Not listed as member; Audit Chair is Garfinkle, Holley & Greiwe members |
| Nominating & Governance | Member? | Not listed as member; Chair is Jones, Holley & Garfinkle members |
Related‑Party Transactions (Osher‑linked)
| Transaction | Counterparty | Terms | Governance Note |
|---|---|---|---|
| Revolving Credit Facility | Harvest Small Cap & HSCP Master | $40.4M; 15% interest; 500,000 shares issued at first draw; maturity Sep‑2025 | Pricing and equity compensation call for scrutiny by independent directors |
| Preferred PIPE | HS3, Harvest Small Cap, HSCP Master | $46M Series 2 Preferred; converted to common on 12/31/2023 | Material equity participation by Osher‑controlled funds |
| Warrant Amendment | Color Up → Bombe & HS3 | Exercise price reduced; cashless exercise allowed; distribution to HS3/Bombe | Terms adjustment and distribution to affiliates of directors |
| Unit Exercises/Conversions | HS3, O Cincy | Class A→Common Units; redemptions to common shares | Liquidity and influence events |
Say‑on‑Pay & Shareholder Feedback
- Emerging growth company status: Not required to conduct advisory say‑on‑pay votes; scaled disclosure applies.
Policies
- Hedging: Prohibited for officers, directors, employees.
- Clawback: Applies to incentive‑based compensation (incl. stock price/TSR); restatement in 2024 did not trigger recovery.
About Board Attendance (FY2024)
| Meeting Type | Count | Osher Attendance |
|---|---|---|
| Board meetings | 9 | ≥75% (met threshold) |
| Compensation Committee | 7 | ≥75% (committee member and chair) |
| Audit Committee | 5 | Not a member |
| Nominating & Governance | 3 | Not a member |
Governance Quality Signals
- Independent consultant (Farient) engaged; no conflicts found.
- Ownership guidelines enforced; all directors compliant.
- Clear committee charters and published governance documents (Corporate Governance Guidelines, Code of Ethics, insider trading policy).
Overall: Osher brings material capital markets expertise and strong engagement, but the magnitude of his beneficial stake and repeated related‑party financings create perception and substantive conflict risks. Investors should monitor committee oversight on pricing/terms, disclosure rigor, and recusal practices, especially around financing, unit conversions, and warrant actions involving Osher‑controlled entities.
Notes on Director Election and Board Changes
- Osher nominated for re‑election (2025 slate); Board size reduces to six upon Greiwe’s retirement at the Annual Meeting; Greiwe’s non‑re‑election not due to disagreements.