Avi Zwelling
About Avi M. Zwelling
Avi M. Zwelling, age 52, has served as a director of OptimumBank Holdings, Inc. since December 2017; he is managing partner of Zwelling Law, PLLC (Boca Raton, FL and Chicago, IL), with practice areas in commercial litigation, insurance defense, banking, and real estate. He holds a B.A. from Columbia University and a J.D. from the Benjamin N. Cardozo School of Law; the Board has determined he is independent under NYSE American listing standards . Zwelling has provided legal services to the Company since 2012, which enhances board coverage of legal matters but represents a potential related-party exposure to monitor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OptimumBank Holdings, Inc. | Legal services provider (via Zwelling Law, PLLC) | Since 2012 | Supports legal issue resolution; monitor for related-party exposure |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Zwelling Law, PLLC | Managing Partner | Ongoing | Commercial litigation, insurance defense, banking, real estate; offices in FL and IL |
Board Governance
- Independence: Board determined Zwelling is independent under NYSE American standards .
- Committees: Member, Audit Committee (Chair: Thomas Procelli; members: Steven Newman, Avi Zwelling) ; Member, Compensation Committee (Chair: Moishe Gubin; members: Thomas Procelli, Avi Zwelling) ; Member, Nominating Committee (Chair: Moishe Gubin; members: Thomas Procelli, Avi Zwelling) .
- Meetings and attendance: Board met 11 times in 2024; Audit Committee met 4 times; Compensation Committee met 2 times; Nominating Committee met 2 times; each director attended at least 75% of Board and committee meetings; independent directors held one executive session in 2024; all directors attended the 2024 annual meeting .
- Hedging policy: Company had not adopted a hedging policy as of the 2025 proxy; directors and officers were permitted to hedge (including short sales and derivatives), with plans to adopt a policy following the annual meeting (governance risk to alignment) .
Fixed Compensation
| Item | Amount/Rate | Notes |
|---|---|---|
| Annual Director Retainer (non-Chair) | $15,000 | Applies to Zwelling |
| Board Meeting Fee (non-Chair) | $1,500 per meeting | Standard director meeting fee |
| Audit Committee Meeting Fee (member) | $300 per meeting | Chair receives $400 |
| Compensation Committee Meeting Fee (member) | $200 per meeting | Chair receives $350 |
| Zwelling 2024 Cash Compensation | $36,200 | No stock or option awards disclosed for Zwelling in 2024 |
Performance Compensation
| Component | Grant Date | Shares/Units | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| None disclosed for Director Zwelling in 2024 | — | — | — | — | — |
- Equity plan framework: The 2018 Equity Incentive Plan permits options, restricted stock, performance shares, and bonus shares; change-in-control provides full vesting of options and double-trigger vesting for restricted stock; no director-specific performance metrics disclosed for Zwelling in 2024 .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Zwelling .
- Notable board interlocks (context): Other OPHC directors include Moishe Gubin (also CEO of Strawberry Fields REIT, STRW) and Michael Blisko (director of STRW); no indication Zwelling serves on STRW or other public boards .
Expertise & Qualifications
- Education: B.A., Columbia University; J.D., Benjamin N. Cardozo School of Law .
- Technical/functional expertise: Legal expertise supporting banking, litigation, and real estate matters; Audit Committee deemed all members financially literate (Zwelling included), with Procelli designated audit committee financial expert .
Equity Ownership
| Metric | As of | Amount |
|---|---|---|
| Shares beneficially owned | March 21, 2025 | 31,118 |
| Ownership (% of outstanding) | March 21, 2025 | 0.26% |
| Shares outstanding (reference) | March 21, 2025 | 11,751,082 |
| Pledging/Hedging status | Policy status as of 2025 proxy | Hedging permitted pending adoption; no pledging disclosure for Zwelling |
Shareholder Voting Signal (Director Election)
| Vote Category | 2024 | 2025 |
|---|---|---|
| For | 6,115,501 | 6,176,166 |
| Withhold | 185,201 | 372,118 |
| Broker Non-Vote | 1,054,580 | 2,140,786 |
- Observation: Withhold votes on Zwelling increased from 185,201 in 2024 to 372,118 in 2025, a mild negative signal on director support despite overall re-election .
Related-Party and Conflicts Review
- Related-party services: Zwelling (via Zwelling Law, PLLC) has provided legal services to the Company since 2012; the 2025 proxy reports no related-party transactions exceeding $120,000 since January 1, 2024; insider loans totaled $122,500 (0.02% of loan portfolio) at year-end 2024 across directors and employees, on market terms (not individually itemized) .
- Hedging by insiders: Directors permitted to hedge company stock as of proxy timing (policy planned post-meeting), which is misaligned with typical long-term ownership alignment practices .
Governance Assessment
- Positives: Independent status; multi-committee engagement (Audit, Compensation, Nominating); at least 75% attendance; all directors attended 2024 annual meeting; Audit Committee operation under charter; board maintains separate Chair and Principal Executive Officer roles .
- Concerns/RED FLAGS:
- Legal-services relationship: Ongoing provision of legal services to OPHC since 2012 is a potential conflict; ensure robust oversight and stringent related-party safeguards even if amounts are below reporting thresholds .
- Hedging allowed: Absence of adopted hedging policy (as of proxy) allowing directors to hedge is a misalignment risk; policy adoption should be tracked .
- Rising withhold vote: Increase in withhold votes in 2025 could indicate growing shareholder scrutiny of governance/independence; monitor trend and investor feedback .
- Director pay alignment: Zwelling’s compensation is entirely cash-based in 2024 (no equity), which limits direct alignment versus peers that emphasize equity retainer structures; the company’s equity plan permits director awards but none reported for Zwelling in 2024 .
Actionable monitoring points for investors:
- Request disclosure on any legal-fee arrangements with Zwelling Law (amounts, approval process, competitive bidding) to assess independence in practice .
- Confirm adoption and scope of anti-hedging policy post-2025 annual meeting; advocate for anti-pledging provisions and director ownership guidelines .
- Engage on director equity mix to increase alignment; evaluate Compensation Committee’s approach to non-employee director pay structure .