John Silberstein
About John Silberstein
Independent director (age 65) serving on IPM’s board since October 2016; legal background (B.A. Brown University; J.D. NYU School of Law), former General Counsel of AVM (2000–2003), and experienced real estate executive and investor. Tenure includes prior service on AVM’s board (1999–2016) and non-corporate work as a high school English teacher (2010–2016) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A.V.M. Software (d/b/a Paltalk) | General Counsel; Director | GC: 2000–2003; Director: 1999–2016 | Complex matter representation; strategic and leadership insights |
| Skadden, Arps, Slate, Meagher & Flom | Real estate attorney | Oct 1986–Apr 1989 | Legal training in large-cap transactional environment |
| The Mendik Company | Real estate executive | Apr 1989–(date unspecified) | Managed Class A office portfolio; strategy and operations |
| Five Spruce GP LLC | Co-managing member | Feb 1999–Apr 2005 | Acquired/sold 8 NYC residential buildings; capital allocation |
| The Rivers School | Teacher (English) | Sep 2010–Jun 2016 | Communication and leadership skills |
External Roles
No current public company directorships disclosed in his biography or director table; prior roles noted above are legal, real estate, and education positions rather than board seats at other public companies .
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee chair; Nominating & Corporate Governance Committee chair .
- Independence: Board determined Silberstein is independent under Nasdaq and Exchange Act rules .
- Attendance and engagement: Board held 6 meetings (9 unanimous consents) in 2024; each director attended ≥75% of Board and relevant committee meetings. 2024 annual meeting attendance included Silberstein .
- Committee activity: Audit met 4 times; Compensation met 2 times; Nominating & Corporate Governance acted once by written consent in 2024 .
- Board leadership: Combined Chair/CEO (Jason Katz); no Lead Independent Director. Board comprises a majority of independent directors .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual director retainer | 21,000 | Independent director retainer |
| Audit Committee member fee | 4,000 | Committee service |
| Compensation Committee service fee | 4,000 | Committee service |
| Compensation Committee chair fee | 4,000 | Chair premium |
| Nominating & Corporate Governance Committee service fee | 4,000 | Committee service |
| Nominating & Corporate Governance Committee chair fee | 4,000 | Chair premium |
| Total cash fees (FY2024) | 41,000 | Matches Director Compensation Table for Silberstein |
Notes: The director retainer policy for 2025 unchanged; chair fees: Audit Chair $6,000; other committee chairs $4,000; committee service fee $4,000 per committee .
Performance Compensation
| Grant Date | Instrument | Shares | Exercise Price ($) | Vesting Schedule | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Mar 20, 2024 | Nonqualified Stock Option | 8,000 | 2.78 | Vests in 4 equal quarterly installments during 2024; currently fully vested | 20,588 |
| Jan 7, 2025 | Nonqualified Stock Option | 15,000 | 2.01 | Vests in 4 equal quarterly installments during 2025 | — (authorization disclosed) |
| Mar 27, 2025 | Nonqualified Stock Option | 10,000 | 1.83 | Vests in 4 equal quarterly installments during 2025 | — (authorization disclosed) |
- Outstanding director options at 12/31/2024: 50,000 shares (Silberstein) .
- As of Mar 24, 2025, vested portions include legacy grants (fully vested) plus 3,750 shares from Jan 7, 2025 grant and 2,500 shares from Mar 27, 2025 grant .
Performance Metrics Table (Plan-defined; applicable to awards under 2025 LTIP but directors currently receive options rather than performance awards):
| Metric Category | Examples |
|---|---|
| Financial | Revenues; Sales; EBITDA/Adjusted EBITDA; Gross Margin; EPS; Operating Earnings; Free Cash Flow; Net Profit; Return on Assets/Equity; Operating Ratios |
| Capital/Balance | Ratio of debt to debt+equity; Net borrowing; Credit quality/ratings; Capital expenditures |
| Market/TSR | Stock price measures including VWAP; Total shareholder return; Market share |
| Strategic | M&A completion; New recurring revenue; Revenue retention |
| Adjustments | May include/exclude unusual items, M&A effects, changes in tax/accounting |
Other Directorships & Interlocks
- Board interlock context: Barry Sloane (non-independent director) is Chairman/CEO of NewtekOne and Newtek Bank; IPM entered a $1,000,000 secured revolver with Newtek Bank on April 10, 2025. Audit Committee (which includes Silberstein) is designated to review related-party transactions under policy updated Mar 19, 2025 .
- Newtek board representative: Sloane appointed under Acquisition Agreement tied to NTS acquisition; IPM agreed to support his election while Newtek retains ≥10% ownership (as-converted) .
Expertise & Qualifications
- Board skills matrix indicates Silberstein contributes in Finance/Accounting, Insurance, HR/Executive Compensation, and Risk Management .
- Biography supports strategic, legal, and real estate transaction experience; provides unique insights into business strategy and leadership .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 221,765 | As of Mar 24, 2025 |
| Ownership (% of outstanding) | 2.4% | Based on 9,236,987 shares outstanding |
| Options exercisable (estimated) | 56,250 | 50,000 legacy fully vested + 3,750 (Jan 7, 2025) + 2,500 (Mar 27, 2025) vested by Mar 24, 2025 |
| Options unexercisable (estimated) | 18,750 | Remaining from 2025 grants (11,250 + 7,500) |
| Indirect holdings (MLS Family Investors LLC) | 10,202 | Beneficially deemed via managerial/beneficial interests (disclaimed except pecuniary interest) |
| Spousal holdings | 44 | Disclaimed beneficial ownership |
| Anti-hedging/pledging policy | Prohibits hedging/short-term speculation; pledging/margin requires CFO approval |
Governance Assessment
- Independence and roles: Silberstein is independent and chairs two key committees (Compensation; Nominating & Corporate Governance) and serves on Audit—strong governance footprint and oversight of pay and board composition/processes .
- Attendance and engagement: Met the ≥75% attendance threshold and participated in annual meeting; committees were active (Audit 4x; Compensation 2x), indicating ongoing oversight .
- Compensation alignment: Director pay is modest and structured via cash retainers plus small option grants with quarterly vesting; 2025 policy caps outside director awards at $100,000 in fair value annually (plus $100,000 one-time for new directors) under the 2025 LTIP, constraining excessive director equity .
- Ownership: 2.4% beneficial stake with substantial vested options enhances alignment; no disclosed pledging/hedging, consistent with policy .
- Related-party oversight: Presence of Newtek-linked revolver while Newtek’s CEO sits on the Board elevates conflict risk; mitigants include updated Related Party Transactions Policy and Audit Committee review. As Compensation and Nominating chair, Silberstein’s independence is important for counterbalancing concentrated influence. Monitor committee disclosures and 8-Ks for transaction terms and approvals .
- Compensation committee practices: No independent compensation consultant engaged in 2024 “for company size” may reduce external benchmarking rigor—watch for say-on-pay feedback and future consultant engagement if complexity increases .
RED FLAGS
- Related-party exposure: $1,000,000 revolver with Newtek Bank while Newtek’s CEO (Barry Sloane) is a director and designated board representative; requires continued strict audit committee oversight and transparent disclosure .
- Board leadership concentration: Combined Chair/CEO and no Lead Independent Director—places added importance on independent chairs like Silberstein to ensure robust counterweight in compensation/governance processes .
Signals to Investors
- Strong committee leadership and independence for Silberstein support board effectiveness in pay and governance; modest, structured director equity with quarterly vesting plus clear anti-hedging aligns incentives .
- Monitor implementation of the 2025 LTIP performance framework and any director participation in performance-based equity; also track disclosures on Newtek-related facilities and transactions for evolving conflict risk .