Moishe Gubin
About Moishe Gubin
Moishe Gubin (age 48) is Chairman and Chief Executive Officer of Strawberry Fields REIT, Inc. and has served as CEO and a director since the Company’s organization; he has been Chairman since June 2021. He holds a B.S. in Accounting and Information Systems from Touro College, a B.A. in Talmudic Law, and is a licensed CPA in New York; he also serves as a director of OptimumBank Holdings, Inc. . Under his leadership, AFFO grew at a 12.6% CAGR over six years (company-reported non-GAAP), and the share price rose from $7.79 to $10.54 in 2024 (intra-year high $12.90); the portfolio expanded from 107 to 124 facilities in 2024 and to 130 facilities entering 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Strawberry Fields REIT (Predecessor Company) | Chief Executive Officer | 2014–present | Led consolidation and growth of skilled nursing real estate platform |
| Strawberry Fields BVI Company | Co-CEO and Chairman of the Board | 2015–present | Oversight of bond-financed platform and capital markets in Israel |
| Infinity Healthcare Management, LLC | Chief Financial Officer and Manager | 2004–2014 | Built operating expertise across SNF portfolio; foundation for current REIT strategy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| OptimumBank Holdings, Inc. | Director | Not disclosed | Current director of Florida-based bank holding company |
| Midwest Torah Center, Inc. | Founder | Not disclosed | Non-profit spiritual outreach center |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $300,000 | $300,000 | $300,000 |
| Target Bonus (%) | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus ($) | $0 | $0 | $0 |
- The company states it has not yet adopted formal executive compensation policies; the compensation committee expects to design programs tied to operating results, shareholder returns, and individual contributions (future design indicated) .
Performance Compensation
| Incentive type | Metric(s) | Weighting | Target | Actual | Payout | Vesting terms |
|---|---|---|---|---|---|---|
| Annual cash incentive | Not in place | — | — | — | — | — |
| Equity (Options/RSU/PSU – 2021 Plan framework) | May include stock options, restricted stock, performance shares | Set per grant | Set per grant | Set per grant | Set per grant | Options fully vest upon change in control; restricted stock vests upon change in control with termination within 12 months; also vests on death/disability |
- 2021 Equity Incentive Plan share pool increased from 250,000 to 1,000,000 shares in 2024; directors and employees are eligible, but no CEO equity grants were disclosed for 2022–2024 .
Equity Ownership & Alignment
| Ownership snapshot (beneficial) | Mar-2023 | Mar-2024 | Mar-2025 |
|---|---|---|---|
| Common shares owned | 385,582 | 385,582 | 720,544 |
| OP units beneficially owned | 18,738,471 (derived: total 19,124,053 – common) | 18,674,494 (derived: total 19,060,076 – common) | 18,432,863 (derived: total 19,153,407 – common) |
| Total (Common + OP units) | 19,124,053 | 19,060,076 | 19,153,407 |
| % of common outstanding | 6.1% | 6.0% | 5.9% |
| % of common + OP units | 35.9% | 36.8% | 34.5% |
| Pledged shares | None (“No shares … have been pledged”) | None | None |
Additional detail (indirect interests as of Mar-2025): Gubin Enterprises LP owns 15,980,535 OP units and 720,544 shares; Strawberry Patch Aleph LLC 49,706 shares; New York Boys Management LLC 99,412 shares and 3,342,014 OP units; Empire Indemnity 2 Segregated Account 1,562,442 OP units (indirect interests with Blisko) .
OP units are generally exchangeable one-for-one into common shares; in 2024, 1,947,078 OP units were converted to common, increasing float (potential selling pressure/overhang reduction among OP unitholders) .
Insider Transactions (trading signals)
| Date (filed) | Transaction date | Type | Shares | Price | Post-transaction note | Source |
|---|---|---|---|---|---|---|
| 2025-08-27 | 2025-08-25 | Purchase (indirect) | 200 | $11.77 | Indirect holdings reported ~823,648 shares | https://www.stocktitan.net/sec-filings/STRW/form-4-strawberry-fields-reit-inc-insider-trading-activity-fb40db352436.html |
| 2025-08-27 | 2025-07-21 | Purchase (indirect) | 10,480 | $10.48 | Insider purchase reported on Yahoo Finance | https://finance.yahoo.com/quote/STRW/insider-transactions/ |
| 2024-07-25 | 2024-07-22 | Form 4 filed | — | — | Confirms insider activity timing | https://www.sec.gov/Archives/edgar/data/0001782430/000149315224029067/xslF345X05/ownership.xml |
Note: The above is not exhaustive; see EDGAR for full Form 4 detail.
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | None of the officers are parties to employment agreements |
| Severance provisions | Not disclosed |
| Change-of-control (CoC) | Not disclosed for severance; bond indentures identify “controlling stockholders” (including Moishe Gubin) and permit bond acceleration upon change in control, underscoring control significance |
| Non-compete / non-solicit | Not disclosed |
| Clawback policy | Not disclosed; general code of ethics disclosed |
| Equity plan CoC vesting | Options fully vest on CoC; Restricted stock vests on CoC with termination within 12 months; also vests on death/disability |
Board Governance (board service history, committees, independence)
- Roles: Gubin serves as Chairman and CEO; the Board has not adopted a policy to separate these roles (potential independence concern) .
- Independence: 4 of 6 directors are independent as of 2025 .
- Committees (2025):
- Audit: Jack Levine (Chair, financial expert), Ted Lerman, Stanford Gertz .
- Compensation: Stanford Gertz, Jack Levine, Mark Myers .
- Nominating & Governance: Ted Lerman, Stanford Gertz, Mark Myers .
- Meetings/attendance: 6 board meetings in 2024; all current directors attended at least 75% of meetings/committee meetings .
- Director compensation: Independent directors receive $60,000 annual cash retainer; executives who are directors receive no additional fee .
- Historical late Section 16 filings: For 2022, several initial Forms 3 were not timely; three Forms 4 by Gubin were also late (disclosed in 2023 proxy) .
Performance & Track Record (selected company-level metrics)
- Portfolio and growth: Facilities increased from 107 to 124 during 2024; entered Missouri; closed Kansas acquisition in early 2025, reaching 130 facilities across 11 states .
- AFFO growth: 12.6% CAGR over last six years (non-GAAP, see 8-K investor presentation for reconciliations) .
- Share performance 2024: Began year at $7.79, ended at $10.54; all-time high of $12.90 during the year .
- Capital markets: First ATM issuance in 2024 (278,152 shares at $11.33 avg; ~$3.2M net); December 2024 underwritten follow-on added 3.34M shares to the float; increased shares outstanding to 12.1M by 12/31/2024 .
Related-Party Transactions (governance red flags to monitor)
- Tenant relatedness: 67 of 124 tenants in 2024 (and 64 of 107 in 2023) were related parties; most leases are triple-net .
- Indiana master lease reset: New 10-year master lease effective Feb 20, 2024, to tenants affiliated with Gubin/Blisko; initial annual base rent $14.5M with 3% escalators; Company paid $18.0M consideration to tenants to terminate a $127.0M purchase option held by tenant under prior owner .
- Rental revenue from related parties: $71.390M in 2024 vs. $56.988M in 2023 .
- Company deposits at OptimumBank (where Gubin is Chairman): $5.9M at 12/31/2024 vs. $1.2M at 12/31/2023 .
- Guarantees: Gubin and Blisko were not parties to any guarantees of Company/subsidiary debt as of 12/31/2024 and 12/31/2023 .
Director Compensation (for context; Gubin receives no additional director fees)
| Item | 2024 |
|---|---|
| Independent director annual cash retainer | $60,000 |
| Meeting/committee fees | Not disclosed beyond retainer |
| Directors who are officers (e.g., Gubin) | No additional compensation as directors |
Compensation Structure Analysis (pay-for-performance alignment)
- Cash-heavy, low variable pay: CEO compensation in 2022–2024 consists solely of base salary; no bonuses or equity awards disclosed over this period, indicating limited direct pay linkage to annual operating or TSR metrics .
- Equity plan capacity increased materially in 2024 (1,000,000 shares), creating the ability to introduce performance equity, but there is no disclosure of CEO grants to date—watch for initial awards and metric rigor (e.g., AFFO/EBITDA growth, TSR percentile) .
- Ownership alignment via OP units: Very large OP unit and share ownership (approx. 34.5% of combined common + OP units as of Mar-2025) supports alignment, and no shares are pledged; however, significant related-party revenues require robust independent oversight .
Risk Indicators & Red Flags
- Dual role (Chair/CEO) and extensive related-party dealings (high share of rent from affiliates) raise governance and independence questions (comp committee independence helps mitigate) .
- Past Section 16(a) filing timeliness issues in 2022 (including three late Forms 4 by Gubin) reflect process risk; no recent repeat cited in proxies .
- Bond indentures designate Moishe Gubin as a controlling stockholder; change-of-control provisions could trigger bond acceleration, a financing consideration in strategic scenarios .
Say-on-Pay & Shareholder Feedback
- 2023 proxy included advisory votes on executive compensation and frequency; results not disclosed in the proxy narrative; frequency recommendation was three years .
Investment Implications
- Pay-for-performance alignment: Current compensation lacks variable/performance-based components, but 2024 plan expansion creates room for RSUs/PSUs; monitor for introduction of rigorous, quantifiable metrics (AFFO per share growth, leverage/coverage gates, relative TSR) and robust vesting schedules .
- Alignment vs. conflicts: Substantial skin-in-the-game (34.5% combined stake) and no pledging are positives; however, heavy reliance on related-party tenants (and the $18M lease/option transaction) necessitates strong independent board oversight and transparent fairness processes—any further related-party restructurings are key diligence items .
- Retention/transition risk: No employment or severance agreements disclosed—this reduces parachute risk but could elevate retention risk if equity incentives are not implemented; watch for initial equity grants and any change-in-control severance frameworks .
- Trading signals: Insider purchases in 2025 are a positive sentiment indicator; increasing float via OP unit conversions (1.95M in 2024) and equity issuance enhanced liquidity, which can support institutional ownership but may contribute to supply dynamics near issuance windows .
Net: Strong long-term ownership alignment and growth track record (AFFO CAGR, portfolio expansion) contrast with related-party exposure and limited variable pay; near-term signals are constructive (insider buys, rising coverage/liquidity), but governance rigor around related-party transactions and the introduction of truly performance-based equity will be pivotal for institutional confidence .