Ophir Sternberg
About Ophir Sternberg
Ophir Sternberg (age 55) is an independent Class III director of MSP Recovery, Inc. (MSPR) since 2022. He is Founder and CEO of Lionheart Capital and previously chaired, led, and sponsored SPACs, including Lionheart Acquisition Corporation II (which took MSPR public) and Lionheart III Corp; he also serves as Executive Chairman of BurgerFi International (NASDAQ: BFI) and as a director of SMX (Security Matters) following its 2023 Nasdaq relisting . The Board has affirmatively determined Sternberg is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lionheart Acquisition Corporation II (SPAC) | Chairman, President & CEO (SPAC sponsor for MSPR) | Pre-2022 through de-SPAC (MSPR listed May 2022) | Led the vehicle that combined with MSPR . |
| OPES Acquisition Corp. (SPAC) | Chairman | March 2020 → Dec 16, 2020 (merged with BurgerFi) | Led combination creating BurgerFi International . |
| Lionheart Capital | Founder & CEO | 2010 → Present | Capital markets and development leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BurgerFi International, Inc. (NASDAQ: BFI) | Executive Chairman | Dec 16, 2020 → Present | Led acquisition of Anthony’s Coal Fired Pizza & Wings in Oct 2021 . |
| Lionheart III Corp (NASDAQ: LION) | Chairman, President & CEO | IPO Nov 8, 2021 → Present | Announced business combination with SMX; closed Mar 8, 2023 . |
| SMX (Security Matters) Public Limited Company (NASDAQ) | Director | Mar 8, 2023 → Present | Continues service post-combination . |
Board Governance
- Committee assignments: None; Sternberg does not serve on Audit, Compensation, or Nominating & Corporate Governance committees .
- Independence: Independent director per Board’s annual review; 71% of MSPR’s Board is independent; Audit and Compensation Committees are 100% independent .
- Attendance and engagement: In 2024, the Board held 12 meetings and 15 written consents; every director attended at least 75% of Board and applicable committee meetings .
- Leadership structure: Combined Chair/CEO role (John Ruiz); no designated Lead Independent Director; independent directors hold executive sessions without management .
- Policies supportive of investor alignment: Prohibitions on hedging, pledging, short sales; comprehensive insider trading policy with blackout periods and pre-clearance for directors and officers .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer (cash portion) | $71,100 | MSPR policy: $237,000 annual director retainer; paid 30% cash / 70% equity . |
| Equity Award (stock grant) | $165,900 | Equity portion of retainer; no additional equity awards in 2024 . |
| Committee Fees | $0 | Not on committees; Audit Chair $35k, Audit members $25k; Comp Chair $25k, Comp members $19k . |
| Total | $237,000 | Director compensation set by Board following Compensation Committee recommendation . |
Additional board-level signal: As of July 24, 2025, MSPR disclosed it had not remitted the remaining cash portion of director compensation due June 30, 2025 totaling $80,750, to be paid when liquidity allows (liquidity stress indicator) .
Performance Compensation
- No performance-based metrics or incentive structures disclosed for non-employee directors (no PSUs/TSR-linked awards; retainer equity only) .
- Equity grants in 2024 reflect fixed retainer mix, not performance outcomes .
Other Directorships & Interlocks
| Connection | Detail | Governance Consideration |
|---|---|---|
| SPAC sponsor/Sponsor entity holdings | Sternberg is sole manager and holds voting/investment control over MSPR securities owned by Sponsor (Lionheart Equities, LLC), Lionheart Investments, LLC, and Star Mountain Equities, LLC; spouse is trustee for 2022 OS Irrevocable Trust holdings . | Potential related-party exposure via sponsor and affiliated investment vehicles; requires ongoing monitoring of transactions and votes for conflicts. |
| Shared address | Business address for Sternberg and several MSPR directors is c/o Lionheart Equities LLC, Miami, FL . | Indicates network interlocks centered on sponsor ecosystem; independence determinations remain affirmative . |
Expertise & Qualifications
- Capital markets, SPAC formation and execution, public company governance, and multi-brand operating platform experience (BurgerFi, SMX) .
- Strategic development and financing track record in real estate and corporate transactions (Lionheart Capital) .
Equity Ownership
| Date (Record) | Class A Shares Beneficially Owned | % of Class A | Class V Shares | % of Class V | Ownership Detail |
|---|---|---|---|---|---|
| June 13, 2025 | 1,012,211 | 17.09% | — | — | Includes: 8,963 direct Class A shares; 1,003,248 Class A shares underlying New Warrants across Lionheart Investments, Star Mountain Equities, Sponsor, and 2022 OS Irrevocable Trust, all controlled by Sternberg (and spouse for trust) . |
| July 9, 2025 | 1,012,211 | 14.71% | — | — | Same breakdown; change in % reflects different outstanding share count at record date . |
- Anti-hedging/pledging: Company prohibits hedging, short sales, margin accounts, and pledging by directors; no pledges disclosed for Sternberg .
Governance Assessment
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Strengths:
- Independent director with substantial capital markets and public company experience; supports board effectiveness on financing and strategic transactions .
- Equity-heavy director pay (70% equity) promotes alignment; clear prohibition on hedging/pledging and robust insider trading policy .
- Board independence (71%) and fully independent Audit/Compensation committees; regular executive sessions without management .
-
Risks / Red Flags:
- Sponsor-affiliated holdings under Sternberg’s control (Sponsor, Lionheart Investments, Star Mountain Equities, trust) create potential related-party optics and influence; continued vigilance on recusal and Audit Committee review of related-person matters is warranted .
- Board-level liquidity constraint: unpaid cash portion of director compensation as of June 30, 2025 ($80,750 outstanding), which may affect perceived governance stability and director retention .
- Not assigned to any committee, limiting direct involvement in audit, compensation, or nominations; however, independence and attendance thresholds met .
-
Overall: Sternberg brings relevant capital markets and sponsor expertise, with meaningful ownership that aligns interests, but sponsor interlocks and board liquidity stress require ongoing governance scrutiny to safeguard independence and investor confidence .
Notes and References
- Director biographical and role details .
- Board independence, committee independence, executive sessions, and governance highlights .
- Committee memberships and composition .
- Board and committee meeting activity and attendance .
- Director compensation policy, amounts, and mix .
- Deferred director cash compensation disclosure .
- Beneficial ownership tables and footnote breakdown for Sternberg .
- Anti-hedging/pledging and insider trading policy .
- Shared business address (interlocks) .
- Related person transaction oversight framework .