Moishe Gubin
About Moishe Gubin
Moishe Gubin, age 48, has served as a director of OptimumBank Holdings, Inc. and OptimumBank since March 2010 and is Chairman of the Board. He is CEO of Strawberry Fields REIT, Inc. (NYSE American: STRW), former CFO/manager of Infinity Healthcare Management (2004–2014), holds a BS in Accounting & Information Systems from Touro College, a BA in Talmudic Literature from Yeshiva Bais Israel, and is a licensed CPA in New York (since 2010) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Infinity Healthcare Management, LLC | CFO and Manager | 2004–2014 | Led finance/operations for skilled nursing management firm |
| OptimumBank/OPHC | Director; Chairman of the Board | Director since Mar 2010; Chairman current | Long-tenured director; shareholder perspective; board leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Strawberry Fields REIT, Inc. (STRW) | Chief Executive Officer | 2008–present | Public REIT focused on healthcare properties |
| Midwest Torah Center Inc. | Founder | Not disclosed | Non-profit spiritual outreach center |
Board Governance
- Independence: The Board determined Gubin meets NYSE American independence standards .
- Leadership: Serves as Chairman; company policy separates Chairman and Principal Executive Officer roles .
- Committees:
- Compensation Committee Chair; members are independent; met 2 times in 2024; no consultants used .
- Nominating Committee Chair; met 2 times in 2024 .
- Not listed on the Audit Committee (Audit chaired by Procelli; members Newman, Zwelling) .
- Attendance and engagement: Board met 11 times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Hedging policy: No hedging policy adopted yet; executives/directors currently permitted to hedge; Board plans to adopt a policy following the annual meeting .
- 2025 shareholder vote signal: Re-elected with 6,399,951 “For” vs. 148,333 “Withhold”; broker non-votes 2,140,786 .
- 2024 shareholder vote signal: Re-elected with 5,960,448 “For” vs. 340,254 “Withhold”; broker non-votes 1,054,580 .
Fixed Compensation
| Item (Director) | FY 2024 Amount | FY 2023 Amount |
|---|---|---|
| Annual Retainer (Chairman) | $30,000 | $15,000 |
| Board Meeting Fee (per meeting) | $2,250 | $1,650 |
| Audit Committee Meeting Fee (Chair) | $400 | $400 |
| Compensation Committee Meeting Fee (Chair) | $350 | $350 |
| Loan Committee Meeting Fee (Chair) | $750 | Not disclosed |
| Additional Services (paid in stock) | $425,000 | $275,223 |
| Director Compensation – Cash | $56,550 | $39,300 |
| Director Compensation – Stock Awards (FV) | $425,000 | $275,223 |
| Total Reported | $481,549 | $314,523 |
Notes:
- Additional services include spending ~one week per month in Bank offices, marketing for loans/deposits, and investor relations; paid in shares at fair market value on issuance dates .
- Under the equity plan, 42,610 shares were issued to Gubin in 2024 as part of his director compensation .
Performance Compensation
| Award Type | Grant/Issuance | Shares/Units | Value | Vesting/COC Terms |
|---|---|---|---|---|
| Equity under 2018 Plan | 2024 issuance | 42,610 shares | Included in $425,000 stock award FV | Equity plan provides: options fully vest on change in control; restricted stock fully vests upon involuntary termination within 12 months post-change in control; RS also vest on death/disability . |
| Options (Director) | None disclosed | — | — | No option grants disclosed for executives in 2024/2023; no director options disclosed . |
Performance metrics tied to director compensation: None disclosed (no TSR/EBITDA/ESG targets specified for director awards). Equity plan permits performance shares generally, but no director-specific metrics disclosed .
Clawbacks, gross-ups, severance: Not disclosed for directors. Change-of-control treatment described above for plan awards .
Other Directorships & Interlocks
| Company | Individual(s) | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Strawberry Fields REIT (STRW) | Moishe Gubin | CEO | Gubin’s CEO role at a healthcare REIT; another OPHC director (Blisko) is a director of STRW, creating an interlock that warrants monitoring for related party transactions or preferential dealings; none >$120k disclosed since 1/1/2024 . |
| Infinity Healthcare Management | Gubin; Blisko | Gubin former CFO/manager (2004–2014); Blisko CEO | Shared history in healthcare operations; monitor for bank dealings; no RPT >$120k disclosed . |
Expertise & Qualifications
- Finance and accounting expertise; licensed CPA; prior CFO experience in healthcare operations .
- General management expertise from leading a public REIT; shareholder perspective as significant OPHC holder .
- Legal, audit, and nominating oversight via committee chair roles .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Outstanding | Shares Outstanding Reference |
|---|---|---|---|
| Mar 21, 2025 | 840,184 | 7.15% | 11,751,082 shares outstanding |
| Apr 9, 2024 | 702,529 | 7.29% | 9,634,821 shares outstanding |
Additional alignment signals:
- Insider purchases: Gubin made open-market purchases in 2023 and 2025 (see table below).
- Pledging/hedging: No pledging disclosed; hedging currently permitted pending policy adoption post-annual meeting, which is a governance risk .
Insider Trades (Form 4)
Source: Insider-trades skill (Form 4 data; “securitiesOwned” reflects post-transaction positions).
Related Party Transactions
- RPTs: None >$120,000 since January 1, 2024; and none noted for 2023 aside from ordinary-course items .
- Insider/affiliate loans: Total loans to officers/directors/affiliates were $122,500 at Dec 31, 2024 (0.02% of loan portfolio); all performing; governance controls require market terms and recusal on interested loans .
Say-on-Pay & Shareholder Feedback
- No say-on-pay proposal disclosed in 2024/2025 proxies; auditor ratifications passed overwhelmingly (2025: For 8,637,834; Against 26,475; Abstain 24,761) .
- 2018 Equity Plan share increase (to 1,550,000) approved in 2025 (For 5,143,390; Against 1,385,287; Abstain 19,607; Broker non-vote 2,140,786) .
Compensation Committee Analysis
- Composition: Gubin (Chair), Procelli, Zwelling; all independent .
- Process: No consultants; no delegation; no executive officer involvement in outside director compensation in 2024 .
- Benchmarking/peer group: Not disclosed.
Governance Assessment
- Strengths:
- Independent status; deep finance/accounting background; material personal share ownership (~7.15%) aligning interests .
- Active engagement and leadership; consistent attendance; shareholder support in elections .
- Risks/Red Flags:
- As Compensation Committee Chair, Gubin oversees director pay while receiving substantial guaranteed stock compensation ($425,000/year) and additional services fees paid in shares—this dual role elevates perceived conflict risk despite formal independence .
- No hedging policy currently in place; directors may hedge or use derivatives, which can weaken alignment signals until policy adoption .
- Interlocks with STRW (CEO) and shared healthcare affiliations with another OPHC director (Blisko) warrant ongoing RPT monitoring; no material RPTs disclosed, but vigilance is appropriate .
- Net view: Ownership and repeated insider buying support alignment; governance oversight is active. Key watch items are compensation governance optics (committee chair receiving significant equity) and timely implementation of hedging prohibitions.