Michael Blisko
About Michael Blisko
Michael Blisko (age 49) has served as a director of Strawberry Fields REIT, Inc. since June 2021. He is CEO of Infinity Healthcare Management and previously served on the board of the Company’s predecessor. He holds a master’s degree in healthcare administration from Hofstra University and a BA in Talmudic Law from Bais Yisroel, Jerusalem . He was re‑elected at the May 1, 2025 annual meeting with 7,170,255 votes “For” and 534,586 “Withhold” (82.21% quorum) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Infinity Healthcare Management | Chief Executive Officer | Not disclosed | Leads post-acute operator; industry leadership roles cited |
| Strawberry Fields REIT, LLC (Predecessor) | Director | Not disclosed | Governance continuity from predecessor entity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Optimum Bank (OPHC) | Director | Not disclosed | Public company; interlock with STRW director Moishe Gubin; company holds deposits at OptimumBank |
| American Health Care Association (AHCA) | National Executive Committee for Post‑Acute Care; Survey Regulatory & Quality Committee | Current | Policy and regulatory expertise |
| The Ambassador Group | Founder & Director | Current | Represents regional post-acute operators nationwide |
| Hofstra University Graduate School for Health & Applied Sciences | Dean’s Advisory Board | Current | Academic advisory role |
| United Rx; Bella Monte Recovery | Principal | Current | Ancillary healthcare businesses |
Board Governance
- Board size: 6 directors; Board states 4 meet NYSE American/Exchange Act independence standards .
- Committees (comprised exclusively of independent directors) and membership:
- Audit: Jack Levine (chair/financial expert), Ted Lerman, Stanford Gertz .
- Nominating & Corporate Governance: Ted Lerman, Stanford Gertz, Mark Myers .
- Compensation: Stanford Gertz, Jack Levine, Mark Myers .
Michael Blisko is not listed on any standing committee (committees are restricted to independent directors) .
- Meetings and attendance: Board held 6 meetings in 2024; each current director attended at least 75% of Board and committee meetings held during their service .
- Director elections (2025): Blisko received 7,170,255 For; 534,586 Withhold; 2,368,444 broker non‑votes .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual director fees (cash) | $49,000 | $60,000 |
| Equity grants | Not disclosed | Not disclosed |
| Committee chair/membership fees | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed | Reasonable out-of-pocket expenses reimbursed |
| Notes: Independent directors receive a $60,000 annual fee; directors who are officers/employees receive no additional director pay . |
Sources: 2023 director fee table (DEF 14A filed Apr 17, 2024) ; 2024 director fee table and policy language (DEF 14A filed Mar 26, 2025) .
Performance Compensation
- No performance-based director compensation (RSUs/PSUs/options) is disclosed for directors in the latest proxy. The Compensation Committee charter covers executive officer pay design and equity plans, but the director compensation disclosure reflects only cash fees and expense reimbursement for independent directors .
Other Directorships & Interlocks
| Entity | Type | Interlock/Counterparty Risk |
|---|---|---|
| Optimum Bank (OPHC) | Public company board | Company maintained deposits of ~$5.9m at OptimumBank at 12/31/2024 (vs. ~$1.2m at 12/31/2023); STRW’s Chairman/CEO Moishe Gubin is OptimumBank’s Board Chair; Blisko serves on Optimum Bank’s board—creating a banking/vendor interlock . |
Expertise & Qualifications
- Sector expertise: Long-term care and post-acute operations; licensed Nursing Home Administrator .
- Governance/regulatory: AHCA national committees; founder of The Ambassador Group, an industry operator coalition .
- Education: MHA (Hofstra University); BA in Talmudic Law (Bais Yisroel, Jerusalem) .
Equity Ownership
| Holder | Common Shares | OP Units | Total Common + OP Units | % of Common | % of Common + OP Units | Pledging |
|---|---|---|---|---|---|---|
| Michael Blisko (incl. affiliated entities per footnote) | 304,582 | 16,502,432 | 19,259,242 | 2.5% | 34.7% | None pledged |
| Key footnotes: Blisko Enterprises LP owns 16,502,432 OP units and 304,582 shares. Jointly managed entities with Moishe Gubin hold additional interests: Strawberry Patch Aleph LLC (49,706 shares), New York Boys Management LLC (99,412 shares and 3,342,014 OP units); R&Q Quest Insurance Ltd. (Empire Indemnity 2 Segregated Account) holds 1,562,442 OP units in which both have indirect interests. The proxy states no shares of executives/directors are pledged . |
As of March 13, 2025; based on 12,217,351 common shares and 43,310,875 OP units outstanding (ex-company-held OP units) .
Related-Party Exposure (Conflicts)
- Tenant affiliations: At year-end, 67 of 124 tenants (2024) were related parties (vs 64 of 107 in 2023), with numerous leases where entities affiliated with Blisko and Gubin own 40–50% of the tenant/operator membership interests .
- Selected related-party leases (illustrative):
- Ambassador Nursing & Rehabilitation Center II, LLC (IL): 40% Blisko / 40% Gubin; average annual rent $1,005,313; 3% escalator; lease maturity 2026 (2 five‑year extensions) .
- City View Multicare Center, LLC (IL): 50% Blisko / 50% Gubin; average annual rent $1,788,365; 3% escalator; maturity 2025 (2 five‑year extensions) .
- Niles Nursing & Rehabilitation Center LLC (IL): 50% Blisko / 50% Gubin; average annual rent $2,409,998; 3% escalator; maturity 2026 (2 five‑year extensions) .
- Indiana Master Lease replacement (effective Feb 20, 2024): Tenants remain affiliated with Blisko and Gubin; initial annual base rent $14.5m; 3% annual increases; existing $127m purchase option held by tenant (from prior owner) was terminated; Company paid $18.0m to the tenants as consideration and inducement; initial term 10 years with two 5‑year extensions .
- Related-party economics:
- Rental income from related parties: $71.390m (2024) vs $56.988m (2023) .
- Straight-line rent receivable: $17.801m (2024) vs $18.921m (2023); Tenant portion of replacement reserve: $9.664m (2024) vs $9.683m (2023); Notes receivable: $6.295m (2024) vs $7.075m (2023) .
- Guarantees: As of Dec 31, 2024 and 2023, Blisko and Gubin were not party to guarantees of Company or subsidiary debt .
- Banking interlock: Company had ~$5.9m (2024) and ~$1.2m (2023) on deposit at OptimumBank; STRW Chair/CEO (Gubin) is OptimumBank Chair; Blisko serves on Optimum Bank’s board .
Governance Assessment
- Committee assignments, chair roles, independence: Blisko holds no committee assignments; all committees are composed solely of independent directors, and the Board discloses 4 of 6 directors are independent—committee rosters exclude Blisko, consistent with non‑independent status given extensive related-party relationships with tenants/operators .
- Attendance and engagement: Board met 6 times in 2024; all current directors met at least the 75% attendance threshold; Blisko stood for annual election and received 7.17m “For” vs 0.53m “Withhold” votes in 2025, indicating some shareholder dissent relative to peers .
- Director compensation mix and alignment: Independent director pay is cash-only ($60k in 2024), with no disclosed equity grants; however, Blisko’s ownership is substantial via OP units and common shares (~34.7% of combined equity), and no pledging is disclosed—creating very strong financial alignment, albeit coupled with potential conflicts .
- Potential conflicts/related-party risk: High. A material portion of rent derives from tenants affiliated with Blisko and Gubin (e.g., 67 of 124 tenants in 2024), including a 2024 master lease reset in Indiana with a $18.0m inducement payment to affiliated tenants, and large related‑party rental inflows; Company deposits with a bank where STRW insiders serve as directors further reinforce interlocks .
- RED FLAGS
- Extensive related‑party leases and significant related‑party rental income (>$71m in 2024) .
- Indiana master lease reset with affiliated tenants and $18.0m payment to tenants upon option termination .
- Banking interlock and deposits at OptimumBank while insiders are directors/executives there .
- Concentration of influence: Blisko’s combined economic interest is ~34.7% of common + OP units; also deemed a controlling stockholder of the BVI Company for Series C Bonds provisions .
Implications: While ownership alignment is strong, the magnitude of related‑party transactions elevates perceived conflict risk and places greater onus on independent committees and rigorous related‑party review processes to safeguard minority shareholders. Shareholder vote results show some withholds for Blisko relative to other nominees in 2025, suggesting sensitivity to these issues .
Director Compensation (Detail)
| Item | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (Blisko) | $49,000 | $60,000 |
| Equity Awards (RSUs/PSUs) | Not disclosed | Not disclosed |
| Option Awards | Not disclosed | Not disclosed |
| Committee Chair/Member Fees | Not disclosed | Not disclosed |
| Meeting Fees | Not disclosed | Not disclosed |
| Policy Notes | Independent directors receive an annual fee; expense reimbursement provided | Independent directors receive an annual fee; expense reimbursement provided |
| Sources: 2023 director fee table ; 2024 director fee table and policy . |
Equity Ownership & Alignment (Detail)
| Component | Amount | As-of | Notes |
|---|---|---|---|
| Common Shares (direct/indirect) | 304,582 | Mar 13, 2025 | Per beneficial ownership table |
| OP Units (direct/indirect) | 16,502,432 | Mar 13, 2025 | Blisko Enterprises LP |
| Combined Common + OP Units | 19,259,242 | Mar 13, 2025 | 34.7% of combined common+OP units |
| % of Common Shares | 2.5% | Mar 13, 2025 | Based on 12,217,351 shares outstanding |
| Pledged Shares | None | Mar 13, 2025 | “No shares … have been pledged” |
| Additional affiliated interests | See footnotes | Mar 13, 2025 | Strawberry Patch Aleph LLC; New York Boys Mgmt LLC; R&Q/Empire Indemnity 2 |
Governance Notes on Independence, Conflicts, and Controls
- Independence: Board states four independent directors; all committee rosters exclude Blisko, and committees are independent-only, aligning with his extensive related‑party ties (tenants/operators and interlocks). The proxy does not explicitly label his independence status .
- Related‑party review: Disclosures provide detailed lease-level related‑party information, receivables, notes, and rental income, and confirm no personal guarantees by Blisko/Gubin on Company debt as of year-end 2024 and 2023 .
- REIT ownership/controls: The Company’s 10‑K details ownership/transfer restrictions typical for REITs; Series C Bonds documentation deems Gubin and Blisko controlling stockholders of the BVI Company for change‑of‑control purposes .
Summary for Investors
- Strengths: Deep sector operating expertise; significant skin‑in‑the‑game via OP units; no pledging; consistent attendance; independent-only committee structure is in place .
- Risks/Watch items: High degree of related‑party transactions (tenants/operators), material payments to affiliated tenants (Indiana lease reset), and financial interlocks with OptimumBank; monitor independent directors’ oversight, related‑party approvals, and shareholder voting trends for signals of confidence or concern .