Steven Newman
About Steven Newman
Steven Newman, age 48, has served as an independent director of OptimumBank Holdings, Inc. (OPHC) since August 2022. He holds a BA in Sociology from Queens College (1998) and is the CEO of The Newman Group, LLC (South Florida real estate brokerage, founded 2002) and Chairman of Freight Factoring Specialists, LLC (transportation factoring company, founded 2015). The Board has determined he meets NYSE American independence standards and serves on OPHC’s Audit Committee, with the Audit Committee affirming all members are financially literate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Newman Group, LLC | Chief Executive Officer | 2002–present | Brings South Florida real estate market expertise to OPHC |
| Freight Factoring Specialists, LLC | Chairman of the Board | 2015–present | Middle-market factoring experience; financing and operations insight |
| Various non-profit organizations | Board member | Not specified | Community engagement; details not disclosed |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| The Newman Group, LLC | CEO | Private | Real estate brokerage founded by Newman |
| Freight Factoring Specialists, LLC | Chairman | Private | Transportation industry factoring |
| Other public company boards | — | — | None disclosed in OPHC proxy |
Board Governance
- Independence: The Board determined Steven Newman is independent under NYSE American listing standards .
- Committee assignments: Audit Committee member; Audit Committee composition is Thomas Procelli (Chair), Steven Newman, and Avi Zwelling .
- Financial literacy: All Audit Committee members (including Newman) were determined financially literate and independent .
- Meeting cadence:
- Board met 11 times in 2024; independent directors met once in executive session .
- Audit Committee met 4 times in 2024 .
- Compensation Committee met 2 times; Nominating Committee met 2 times in 2024 .
- Attendance: Each current director attended at least 75% of Board and committee meetings in 2024; all current directors attended the 2024 annual meeting .
Fixed Compensation
| Component | Structure | Amounts/Terms | Steven Newman 2024 |
|---|---|---|---|
| Annual cash retainer | Directors | $15,000 per year for non-Chair directors | Included in total |
| Board meeting fees | Directors | $1,500 per meeting; Chairman $2,250 | Included in total |
| Audit Committee meeting fees | Members | $300 per meeting; Chair $400 | Included in total |
| Loan Committee meeting fees | Members | $500 per meeting; Chair $750 | Not disclosed for Newman |
| Compensation Committee meeting fees | Members | $200 per meeting; Chair $350 | Not disclosed for Newman |
| Total cash compensation (2024) | Director compensation table | $32,600 | $32,600 |
| Stock awards (2024) | Director compensation table | $0 for Newman | $0 |
| Option awards (2024) | Director compensation table | $0 for Newman | $0 |
| Other compensation (2024) | Director compensation table | $0 for Newman | $0 |
Note: In 2024, the Company issued 42,610 shares to Chairman Moishe Gubin as part of director compensation, indicating equity is selectively used for directors; Newman did not receive equity grants based on the 2024 table .
Performance Compensation
| Item | Details | Steven Newman |
|---|---|---|
| RSUs/PSUs granted (2024) | Not disclosed for directors beyond Chairman’s stock grant; Newman had none | None |
| Options granted (2024) | None disclosed for directors | None |
| Performance metrics tied to director comp | Not disclosed for directors | Not disclosed |
| Vesting schedules (if applicable) | N/A for Newman in 2024 | N/A |
| Change-of-control terms (plan mechanics) | Under OPHC’s 2018 Equity Incentive Plan: options fully vest upon change in control; restricted stock fully vests if service is involuntarily terminated within 12 months after a change in control | Plan terms applicable if future awards are granted |
Other Directorships & Interlocks
| Company | Role | Public/Private | Interlocks/Conflicts |
|---|---|---|---|
| Strawberry Fields REIT, Inc. (STRW) | — | Public | No disclosure of Newman as director; other OPHC directors (Gubin, Blisko) have roles in healthcare entities including STRW; no interlock involving Newman disclosed |
| Related-party transactions | — | — | OPHC reports no transactions >$120,000 involving directors, officers, >5% holders or their immediate family since Jan 1, 2024 |
Expertise & Qualifications
- Real estate market insight: Active South Florida real estate investor; CEO of a licensed brokerage, providing local market knowledge relevant to a community bank’s lending and collateral considerations .
- Financing/operations experience: Chairman of a factoring company serving transportation industry; exposure to credit and receivables financing .
- Audit oversight: Audit Committee member; Board affirmed committee members’ financial literacy and independence .
- Independence: Meets NYSE American independence standards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Steven Newman (Director) | 29,055 | 0.25% | As of March 21, 2025; based on 11,751,082 shares outstanding |
| Hedging/Pledging | Hedging allowed; pledging not disclosed | — | Company had not adopted a hedging policy as of proxy date; plans to adopt following annual meeting; executive officers and directors currently permitted to hedge (short sales, options, derivatives) |
| Ownership guidelines | Not disclosed | — | No director stock ownership guidelines disclosed |
Governance Assessment
- Audit Committee service and independence: Newman is independent and financially literate, serving on the Audit Committee, which met 4 times in 2024—supportive for board oversight of financial reporting .
- Attendance and engagement: Board met 11 times; all current directors attended at least 75% of meetings and the 2024 annual meeting—baseline engagement appears adequate .
- Alignment via ownership: Newman beneficially owns 29,055 shares (0.25%); however, his 2024 director pay was cash-only with no equity awards, suggesting limited incremental equity alignment versus peers like Gubin and Blisko who hold materially larger stakes .
- Compensation practices: Compensation Committee did not use consultants in 2024 and does not delegate authority; while members are independent, the Chairman (Gubin) received $425,000 in stock for additional director services—this board-level structure may raise perceived independence/optics concerns for pay governance .
- Conflicts/related-party exposure: The proxy reports no related-party transactions >$120,000 since Jan 1, 2024, and insider loans totaled $122,500 (0.02% of portfolio) in ordinary course and on market terms; no Newman-specific RPTs disclosed .
- RED FLAGS:
- Hedging permitted for directors/executives at time of proxy—misaligned with typical governance best practices; company plans to adopt a hedging policy post-annual meeting .
- Cash-heavy director pay for Newman in 2024 with no equity or performance-based components—limited pay-for-performance signaling for board members .
- Concentration of board influence: Chairman Gubin’s sizable equity compensation and active involvement in bank operations/investor relations, concurrent with chairing Compensation/Nominating committees, could present perception risks regarding board independence, though he is designated independent under listing standards .
Appendix: Board/Committee Activity Reference
- Board meetings: 11 in 2024; independent directors met once in executive session .
- Audit Committee: 4 meetings in 2024; members financially literate and independent .
- Compensation Committee: met 2 times in 2024; independent members; no consultants used .
- Nominating Committee: met 2 times in 2024; independent members .