Ted Lerman

About Ted Lerman

Ted Lerman (age 69) is an independent director of Strawberry Fields REIT, appointed to the Board on December 19, 2024; he serves on independent-only board committees, indicating the Board considers him independent under NYSE American and SEC standards . He is CEO of a family-owned group of companies tied to Steel Warehouse, which operates 14 steel service centers across the U.S., Mexico, and Brazil and ships more than 1.5 million tons annually . Lerman holds a business degree from Indiana University, is a CPA, and earned an MBA from New York University in 1982 . The Board held six meetings in 2024 and reports that each current director, including Lerman, attended at least 75% of the Board and committee meetings held while serving .

Past Roles

External Roles

• No other public company directorships or external board roles are disclosed for Lerman in the 2025 proxy .

Board Governance

• Current Board size is six; the Company states four directors meet independence standards; committees are comprised exclusively of independent directors .
• Committee assignments (Lerman):
  • Audit Committee member (Chair: Jack Levine per Audit Committee Report) .
  • Nominating & Corporate Governance Committee member .
  • Not on Compensation Committee .
• Attendance: Board met six times in 2024; each current director attended ≥75% of Board and applicable committee meetings held while serving .
• Independent directors meet regularly in executive session; at least one director is designated an “audit committee financial expert” (Jack Levine), but Lerman is not designated as such in the proxy .

Fixed Compensation

Notes: The proxy discloses a flat annual fee for independent directors and does not disclose additional committee chair/member fees, meeting fees, or director equity grants for 2024 .

Performance Compensation

• No performance-based or equity-based director compensation (e.g., RSUs/PSUs/options) is disclosed for independent directors in 2024; compensation is cash retainer only .

Other Directorships & Interlocks

Expertise & Qualifications

• Executive leadership/operator: CEO running a multi-location industrial enterprise (Steel Warehouse) .
• Financial/Accounting: CPA; early career in accounting and finance; MBA (NYU, 1982) .
• Governance: Service on Audit and Nominating & Corporate Governance Committees at STRW .

Equity Ownership

As of March 13, 2025:

Note: Footnote (5) states A&F Realty LLC (on whose Board of Managers Lerman serves) is the direct and indirect owner of 5,422,350 OP units and 1,175,870 shares (including 2,289 held directly by Lerman). The combined beneficial total reconciles the OP units; the common share count in Lerman’s row differs from the A&F footnote description and is not reconciled in the proxy .

Governance Assessment

• Strengths

  • Independent status and placement on core oversight committees (Audit; Nominating & Corporate Governance) support board effectiveness and investor confidence .
  • Strong business and financial credentials (CPA; MBA; CEO of sizable industrial enterprise) align with audit oversight responsibilities .
  • Attendance met the ≥75% threshold for meetings held while serving, signaling engagement .
  • Significant skin-in-the-game through beneficial ownership (11.8% combined), with no pledging disclosed, aligning incentives with shareholders .

• Watch items / Context

  • The Company discloses extensive related-party leases and transactions with entities affiliated with two other directors (Gubin and Blisko); the proxy states there were no other reportable related-party transactions, implying none tied to Lerman. This heightens the importance of independent committee oversight (including Lerman’s roles) over conflicts and financial reporting .
  • Audit Committee chair responsibilities lie with Jack Levine; Lerman’s non-chair status reduces direct committee leadership influence but still entails material oversight duties (e.g., auditor independence, internal controls) .

• Bottom line: Lerman appears to be a financially sophisticated, engaged independent director with substantial aligned ownership and oversight roles on key committees; no personal related-party or pledging red flags are disclosed, though company-level related-party exposure underscores the need for continued robust independent oversight in which Lerman participates .