Joel Klein
About Joel Klein
Joel Klein, age 78, has served as a Director of OptimumBank Holdings, Inc. and OptimumBank since February 2012 and has acted as the Company’s interim Chief Financial Officer (Principal Financial Officer) since February 2020. He holds a B.S. in Accounting from Brooklyn College (1969) and has been a licensed CPA in New York since 1972. His 41+ years in accounting and finance include CFO and VP roles across healthcare, equipment leasing, and corporate advisory; his tenure provides deep finance and accounting expertise and long-standing familiarity with the Company’s business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OptimumBank Holdings, Inc. | Director; Interim CFO (Principal Financial Officer) | Director since Feb 2012; Interim CFO since Feb 2020 | Finance/accounting expertise to Board; officer role affects independence |
| Choice Drug Systems, Inc. | Chief Financial Officer | 1989–1990 | Financial leadership in medical supply to skilled nursing facilities |
| Equilease Corporation | Vice President | 1991–1994 | Equipment leasing; finance operations |
| The Stamford Capital Group, Inc. | Vice President | 1994–2005 | Corporate advisory (M&A, divestitures, buyouts) |
| Taxi Affiliation Services, LLC | Chief Financial Officer | 2006–2010 | CFO for Chicago-based taxi company |
| Private investor | Investor | Since 2010 | Continued market engagement |
External Roles
- No other public company directorships or external board roles for Joel Klein are disclosed in the latest proxy .
Board Governance
| Governance Item | Detail |
|---|---|
| Independence status | The Board determined that independent directors are Gubin, Procelli, Schmidt, Zwelling, Blisko, and Newman; Klein is not listed, consistent with his interim CFO role (not independent) . |
| Board meetings | 11 meetings in 2024; independent directors met once in executive session . |
| Attendance | Each current director attended at least 75% of Board and committee meetings in 2024; all current directors attended the 2024 annual meeting . |
| Audit Committee | Members: Thomas Procelli (Chair), Steven Newman, Avi Zwelling; Klein is not a member . |
| Compensation Committee | Members: Moishe Gubin (Chair), Thomas Procelli, Avi Zwelling; Klein is not a member . |
| Nominating Committee | Members: Moishe Gubin (Chair), Thomas Procelli, Avi Zwelling; Klein is not a member . |
| Hedging policy | Company had not adopted a hedging policy as of the proxy; directors and executives are currently permitted to hedge, short, trade derivatives; Company plans to adopt a policy after the annual meeting (governance risk) . |
Fixed Compensation
- Director retainer and fees (2024 structure): Annual retainer $15,000 for non-chair directors; Board meeting fee $1,500 per meeting; Audit Committee member fee $300; Compensation Committee member fee $200; Loan Committee member fee $500. Chair fees are higher (e.g., Audit Chair $400; Compensation Chair $350; Loan Chair $750) .
- Klein’s compensation has been solely director fees; no executive salary or bonus paid to him in 2022–2024 per the Summary Compensation disclosure .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Joel Klein – Cash compensation ($) | $14,100 | $14,800 | $20,000 | $22,400 | $28,400 |
| Stock awards ($) | $0 | $0 | $0 | $0 | $0 |
| Other compensation ($) | $0 | $0 | $0 | $0 | $0 |
Compensation structure trend:
- Director cash pay increased over time, with annual retainer moving from $5,000 (2021) to $7,500 (2023) to $15,000 (2024), and per-meeting fees maintained/increased; Klein’s total cash compensation rose accordingly .
Performance Compensation
- No director performance-based awards (RSUs/PSUs), option grants, or director-specific performance metrics are disclosed for Klein in 2022–2024. The Company’s equity plan allows performance shares, but no director PSUs or metrics were reported for Klein .
Other Directorships & Interlocks
- None disclosed for Klein. Note: Another OPHC director (Blisko) is a director of Strawberry Fields REIT, Inc. (NYSE American: STRW); this is not an interlock involving Klein but informs overall board network .
Expertise & Qualifications
- CPA (NY), finance and accounting expert; prior CFO roles; corporate advisory experience in M&A and strategic transactions; BS Accounting, Brooklyn College (1969) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As-of Date |
|---|---|---|---|
| Joel Klein | 94,404 | 0.80% | March 21, 2025 |
- Group ownership (directors and executive officers): 1,635,078 shares, 13.91% .
- Shares pledged, options, vested/unvested breakdown: Not disclosed for Klein; Company disclosed no options held by executive officers in 2023–2024 .
- RED FLAG: Hedging permitted pending adoption of policy; no explicit anti-pledging disclosure provided .
Director Election Voting Results (Investor Support Signal)
| Proposal | 2024 Annual Meeting (May 30, 2024) | 2025 Annual Meeting (Apr 29, 2025) |
|---|---|---|
| Elect Joel Klein | For: 6,253,368; Withhold: 47,334; Broker Non-Vote: 1,054,580 | For: 6,445,794; Withhold: 102,490; Broker Non-Vote: 2,140,786 |
| Auditor Ratification | For: 7,315,932; Against: 1,297; Abstain: 38,053 | For: 8,637,834; Against: 26,475; Abstain: 24,761 |
| 2018 Equity Plan Share Increase | N/A | For: 5,143,390; Against: 1,385,287; Abstain: 19,607; Broker Non-Vote: 2,140,786 |
Related-Party Transactions and Loans
- Company states no transactions >$120,000 since January 1, 2024 involving directors/executives or their immediate families .
- Ordinary-course loans to officers/directors/employees totaled $122,500 (0.02% of loan portfolio) at Dec 31, 2024; loans must be on market terms with conflict controls; directors with personal interest are excluded from consideration .
Governance Assessment
- Independence: Klein is not independent due to serving as interim CFO/Principal Financial Officer since 2020; he is appropriately excluded from key committees (Audit, Compensation, Nominating), which are composed entirely of independent directors—a positive control .
- Attendance/Engagement: Meets at least 75% attendance threshold; attended annual meeting, supporting engagement expectations .
- Compensation Alignment: Klein’s compensation is limited to director fees; no equity awards disclosed for him, reducing alignment via equity but also limiting potential pay-for-performance dilution or incentive conflicts .
- Ownership: Holds 94,404 shares (0.80%), providing some skin-in-the-game; group insider ownership is 13.91% .
- RED FLAGS:
- Hedging currently permitted (policy to be adopted post-annual meeting), which can undermine ownership alignment and investor confidence .
- Chairman receives substantial additional stock-based director compensation ($425,000 in 2024 for “additional services”), indicating concentrated influence and potential governance optics; not directly about Klein but relevant to board pay practices .
- Shareholder Support: Strong “For” votes for Klein in 2024–2025, indicating investor acceptance despite independence limitations from his interim officer role .
- Conflicts/Related Party: No >$120k related transactions disclosed; loans to insiders are de minimis and controlled by policy .
Implications: Klein’s dual role (director and interim CFO) reduces formal independence, but committee compositions mitigate financial reporting and pay-setting risks. Hedge permissibility is a material governance gap and should be remediated promptly. Modest share ownership provides some alignment; absence of equity grants to Klein lowers incentive conflicts but also limits long-term alignment compared to standard director equity programs.