Robert J. Lipstein
About Robert J. Lipstein
Independent director since 2022; age 69; Audit Committee Chair and designated “audit committee financial expert.” A retired KPMG senior partner with 40+ years of diversified business experience; holds a Bachelor’s in Accounting (University of Delaware), is a graduate of the University of Pennsylvania Director Institute, and an Emeritus member of the Weinberg Center for Corporate Governance. Tenure on ONFO’s board: three years as of 2025; independence affirmed under Nasdaq and Exchange Act rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Senior Partner; Global Partner in Charge of Sarbanes-Oxley Services; Global Managing Partner of IT Business Services; Partner in Charge of Financial Services Practice; Partner in Charge of Mid-Atlantic Advisory | Retired; 40+ years experience | Led regulatory, IT services, and advisory practices; deep SOX and GAAP oversight credentials |
| Ocwen Financial (now Onity Group, NYSE: ONIT) | Independent Director | 2017–2020 | Audit Committee and Compensation Committee member |
External Roles
| Organization | Role | Since | Committees/Positions |
|---|---|---|---|
| Seacoast Banking Corporation of Florida (NASDAQ: SBCF) | Director | 2019 | Audit Committee Chair; member of Enterprise Risk Management, Directors Credit Risk, and Information Technology committees |
| Firstrust Bank | Director | 2021 | Board member |
| Einstein Healthcare Network | Director | 2017 | Board member |
| Infrasight Software | Director | 2020 | Board member; Hybrid IT/Multi-Cloud software focus |
Board Governance
| Attribute | Status/Detail |
|---|---|
| Independence | Independent director (Nasdaq and Rule 10A‑3) |
| Committee Assignments | Audit Committee (Chair); Compensation Committee (not listed); Nominating & Corporate Governance (not listed) |
| Financial Expert | Board designated Audit Committee “financial expert” |
| Board Leadership | Combined Chair/CEO; no Lead Independent Director (small board) |
| Meetings (2024) | Board: 12; Audit: 6; Compensation: 4; Nominating & Governance: 2 |
| Attendance (2024) | All directors attended >75% of Board and committee meetings; all attended 2024 annual meeting |
| Election Support | See vote results below |
| Director Election Votes | 2024 | 2025 |
|---|---|---|
| Votes For | 2,328,367 | 2,029,616 |
| Votes Withheld | 12,619 | 237,975 |
| Broker Non‑votes | 954,503 | 1,248,426 |
Fixed Compensation
| Year | Cash Retainer | Committee Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $20,000 (standard $5,000 per quarter) | +$10,000 (Audit Chair: $2,500 per quarter) | None disclosed | Total cash for Lipstein: $30,000 |
| 2023 | $20,000 (standard $5,000 per quarter) | +$10,000 (Audit Chair: $2,500 per quarter) | None disclosed | Total cash for Lipstein: $30,000 |
Performance Compensation
- No performance-based director compensation metrics disclosed; director pay is discretionary, with cash stipends and occasional option grants; no compensation consultant used in 2024; executive recommendations permitted.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Seacoast Banking Corp. of Florida (NASDAQ: SBCF) | Audit Chair; multiple risk/IT committees | Financial services oversight; no ONFO-related transactions disclosed |
| Firstrust Bank | Director | Banking; no ONFO-related transactions disclosed |
| Einstein Healthcare Network | Director | Healthcare nonprofit; no ONFO-related transactions disclosed |
| Infrasight Software | Director | Technology start-up; no ONFO-related transactions disclosed |
| Ocwen Financial / Onity Group (NYSE: ONIT) | Former Director (2017–2020) | Prior service; no ONFO-related transactions disclosed |
Expertise & Qualifications
- CPA with extensive SOX, GAAP, risk management, and audit leadership; designated audit financial expert at ONFO.
- University of Delaware (B.S. Accounting); University of Pennsylvania Director Institute graduate; Emeritus member, Weinberg Center for Corporate Governance.
- Technology and risk oversight via bank committees (ERM, Credit Risk, IT) and software board experience.
Equity Ownership
| Metric | Detail |
|---|---|
| Total Beneficial Ownership | 15,700 shares (700 common + 15,000 immediately exercisable options); <1.0% of class |
| Shares Outstanding (Record Date) | 5,127,396 |
| Vested vs. Unvested | Options are immediately exercisable; common shares owned outright |
| Option Terms | 15,000 director options granted in 2023; exercise price $1.27; term 10 years |
| Hedging/Pledging | Prohibited without advance approval; short sales, options trading, margin accounts, and pledging barred by Insider Trading Policy |
Governance Assessment
- Strengths: Experienced Audit Chair and designated financial expert; independence affirmed; robust meeting cadence and >75% attendance; strong 2024 shareholder support; comprehensive insider trading policy (anti‑hedging/pledging) that aligns with shareholder interests.
- Watch items: Personal ownership is low (<1% and only 700 common shares); 2024 shift to cash-only (no equity grant) reduces equity alignment vs. 2023 option grants; increased withheld votes in 2025 (237,975) suggest modestly higher investor scrutiny; no Lead Independent Director under combined Chair/CEO structure; company revised prior financials (impairment/goodwill) in 2024—heightens audit oversight expectations.