Norman A. Feinstein
About Norman A. Feinstein
Norman A. Feinstein (age 77) is an independent director of InPoint Commercial Real Estate Income, Inc. and has served on the Board since October 2016, bringing decades of commercial real estate investing, fund management, and real estate law experience . He is currently Chief Executive Officer of Aspen Real Estate Capital, LLC (since October 1, 2019), and previously served as Vice Chairman of The Hampshire Companies from December 1998 to October 2019; he holds a B.A. from the University of Connecticut and a J.D. from Suffolk University Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hampshire Companies | Vice Chairman | Dec 1998 – Oct 2019 | Sourced acquisitions, investor engagement |
| The Hampshire Generational Fund | Fund Manager | Since Jan 2005 (during Hampshire tenure) | Member, Hampshire Investment Committee |
| Real estate law practice | Attorney specializing in real estate | >25 years (prior to 1998) | President and Counsel, NJ Apartment Association; Regional VP, National Apartment Association |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aspen Real Estate Capital, LLC | Chief Executive Officer | Oct 1, 2019 – Present | Real estate advisory firm |
| Malvern Bancorp, Inc. and Malvern Federal Savings Bank | Director | Jun 2016 – Jul 1, 2023 | Term expired upon merger of Malvern Bancorp, Inc. and First Bank, NJ |
| NJ Apartment Association | President and Counsel | Prior career | Industry leadership |
| National Apartment Association | Regional Vice President | Prior career | Industry leadership |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee consists of Norman A. Feinstein, Cynthia Foster Curry, and Robert N. Jenkins (Chair and Audit Committee Financial Expert) .
- Independence: The Board has five directors, three independent; Feinstein is affirmatively determined independent under NYSE and charter standards (including committee service eligibility) .
- Attendance and engagement: In FY2024, the Board met eight times and the Audit Committee met four times; each director attended at least 75% of combined Board/committee meetings, and all directors except Mr. Sabshon and Ms. Foster Curry attended the 2024 annual meeting (Feinstein attended) .
- Governance structure: No standing nominating committee; Board as a whole handles nominations . There is no Lead Independent Director; Chair and CEO roles are held by non-independent directors, with majority-independent board oversight .
- Advisor/Sub-Advisor nomination rights: Advisor and Sub-Advisor have rights to designate nominees (including independent directors) subject to Board approval, ensuring at least 20% representation if board size increases—an important structural consideration for independence and interlocks .
- Executive sessions: Independent directors periodically hold executive sessions without management .
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Annual independent director retainer | $20,000 | May elect cash, unrestricted Class I shares, or both |
| Board meeting fee (in-person) | $1,000 per meeting | Committee meetings: $500 in-person |
| Board meeting fee (telephonic) | $500 per meeting | Committee meetings: $350 telephonic |
| Audit Committee Chair fee | $5,000 | Paid to Chair (Jenkins), not Feinstein |
| Expense reimbursement | Reasonable out-of-pocket expenses | Applies to all directors |
2024 director compensation (actual, $ in thousands):
| Name | Fees Earned or Paid in Cash | Stock Awards | Options Awards | Non-Equity Incentive | Nonqualified Deferred Comp | All Other Compensation | Total |
|---|---|---|---|---|---|---|---|
| Norman A. Feinstein | $24 | $10 | — | — | — | $4 (distributions on prior stock awards) | $38 |
Performance Compensation
| Element | Grant/Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual restricted Class I shares to independent directors | $10,000 in restricted Class I shares (automatic at annual meeting or December if no meeting) | Vests over 3 years, 33⅓% per year; accelerates upon death/disability or a liquidity event | None disclosed; grants are time-based, not tied to financial/ESG metrics |
| Distributions on stock awards | $4,000 (2024) | N/A | N/A |
Plan features (governance controls): awards limited to ≤5% of outstanding shares; non-transferability except by descent; plan expires 10 years from approval unless extended; Board administers terms and may accelerate vesting .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflict Notes |
|---|---|---|
| Malvern Bancorp, Inc.; Malvern Federal Savings Bank | Director | No ICR-PA related-party transactions disclosed with Feinstein; directorship ended upon merger on Jul 1, 2023 . |
- Structural interlocks risk: Advisor/Sub-Advisor nominate board candidates; combined with external management, this can influence board composition and oversight of advisory fees and allocations .
Expertise & Qualifications
- Commercial real estate investing and fund management experience, including sourcing acquisitions and investor engagement; member of Hampshire Investment Committee .
- Real estate legal expertise with >25 years as a practicing attorney; prior industry leadership roles in NJ Apartment Association and National Apartment Association .
- Education: B.A., University of Connecticut; J.D., Suffolk University Law School .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Norman A. Feinstein | 8,020 | <1% (10,117,998 shares outstanding as of Jun 25, 2025) |
- Vested vs. unvested breakdown: Not individually disclosed; director equity awards vest time-based per plan .
- Pledging/hedging: Insider trading policy of IREIC affiliates restricts hedging without prior consent; company notes no specific hedging practices given lack of public market for common stock .
- Director stock ownership guidelines: Not disclosed in proxy; director equity participation occurs via restricted share plan .
Governance Assessment
- Independence and committee work: Feinstein is an independent director and active Audit Committee member; the Audit Committee (with an independent financial expert as Chair) oversees financial reporting, auditor selection, and compliance—a positive for diligence and oversight .
- Attendance and engagement: Met ≥75% attendance thresholds in 2024 and attended the annual meeting, supporting engagement standards .
- Alignment and incentives: Director pay is modest with a balanced cash/equity mix; equity is time-based RSUs (restricted Class I shares) with no performance metrics, limiting pay-for-performance linkage but aligning tenure-based retention .
- Ownership “skin in the game”: Feinstein’s beneficial ownership is 8,020 shares (<1%), indicating some alignment but not a significant economic stake relative to total shares outstanding .
- Structural conflicts/red flags to monitor: Externally managed model with advisory fixed and performance fees, Advisor/Sub-Advisor nomination rights, and investment allocation procedures across affiliated accounts introduce potential conflicts; independent directors review fees and performance annually, and charter imposes conflict resolution measures, but absence of a Lead Independent Director and reliance on Advisor/Sub-Advisor warrant continued scrutiny .
- Compensation committee: None, as the company does not directly pay executives; director compensation is governed by Board and plan, reducing typical comp-committee oversight dynamics .
RED FLAGS
- Advisor/Sub-Advisor board nomination rights (could affect independence optics) .
- Externally managed structure with advisory and performance fees (potential incentive misalignment without robust independent oversight) .
- No Lead Independent Director (oversight signal to monitor) .
Mitigants
- Majority independent Board; Audit Committee comprised entirely of independent directors with a designated financial expert as Chair .
- Annual independent director review of advisory compensation and performance; charter prohibits certain affiliate transactions and requires independent approval of loans/ventures with affiliates .
- Independent director executive sessions to support candid oversight without management present .