DEF 14A of Strawberry Fields REIT, Inc.
Filed Mar 26, 20250001641172-25-000688
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Company’s Board of Directors is currently comprised of eight directors. A total of six directors will be elected at the Annual Meeting to serve until the next annual meeting of stockholders to be held in 2026, or until their successors are duly elected and qualified. Each of our current directors has been nominated for election by the Board. The persons named as “Proxies” in the enclosed Proxy will vote the shares represented by all valid returned proxies in accordance with the specifications of the stockholders returning such proxies. If no choice has been specified by a stockholder, the shares will be voted FOR the nominees. If at the time of the Annual Meeting any of the nominees named below should be unable or unwilling to serve, which event is not expected to occur, the discretionary authority provided in the Proxy will be exercised to vote for such substitute nominee or nominees, if any, as shall be designated by the Board of Directors. If a quorum is present and voting, the nominees for directors receiving the highest number of votes will be elected. Abstentions and broker non-votes will have no effect on the vote.
NOMINEES FOR ELECTION AS DIRECTOR
NOMINEES FOR ELECTION AS DIRECTOR
Nominees
Nominees The persons nominated as directors are as follows:
Nominees
| Name | Age | Position | | Moishe Gubin | 48 | Chairman of the Board and Chief Executive Officer | | Michael Blisko | 49 | Director | | Jack Levine | 74 | Director | | Ted Lerman | 69 | Director | | Stanford Gertz | 48 | Director | | Mark Myers | 63 | Director |
Nominees
The following sets forth certain information about each of the director nominees: Moishe Gubin has served as the Chief Executive Officer and as a director of the Company since its organization. He has served as the Company’s Chairman of the Board since June 2021. He has served as the Chief Executive Officer of the Predecessor Company since 2014 and as the Co-Chief Executive Officer and Chairman of the Board of the BVI Company since 2015. From 2004 to 2014, Mr. Gubin was the Chief Financial Officer and a manager of Infinity Healthcare Management, LLC, a company engaged in managing skilled nursing facilities and other healthcare facilities. Mr. Gubin graduated from Touro Liberal Arts and Science College, in New York, New York, with a B.S. in Accounting and Information Systems and a Minor in Jewish Studies. Mr. Gubin is the founder of the Midwest Torah Center Inc., a non-profit spiritual outreach center (www.midwesttorah.org). He also attended Yeshiva Bais Israel where he received a B.A. in Talmudic Law. Mr. Gubin is a licensed certified public accountant in the State of New York. He also serves as a director of OptimumBank Holdings, Inc., a bank holding company based in Ft. Lauderdale, Florida. Mr. Gubin was named as a director based on his substantial experience in acquiring, owning and operating skilled nursing facility industries and similar healthcare facilities. Michael Blisko has served as a director of the Company since June 2021. Mr. Blisko is the Chief Executive Officer for Infinity Healthcare Management. Mr. Blisko is a veteran of leading healthcare consultancy portfolios, as well as the architect in creating cutting edge leadership teams. Mr. Blisko has served as a board member of Strawberry Fields REIT, LLC, the Predecessor Company. Mr. Blisko is a principal for multiple ancillary companies including United Rx, a long-term pharmacy and Bella Monte Recovery, a behavioral health addiction center. Currently, Mr. Blisko is on, both, the National Executive Committee for Post-Acute Care and Survey Regulatory and Quality Committee for the American Healthcare Association (AHCA) in Washington D.C. Mr. Blisko founded and currently serves on the Board of Directors of The Ambassador Group which represents regional Post-Acute Operators serving over one hundred thousand residents throughout the country. He also serves on the Board of Directors for Optimum Bank (OPHC), a publicly traded bank based in Florida. Mr. Blisko is on the Deans Advisory Board for Hofstra University Graduate School for Health and Applied Sciences. Mr. Blisko is a Licensed Nursing Home Administrator with a master’s degree in healthcare administration from Hofstra University and a BA in Talmudic Law from Bais Yisroel, Jerusalem. Mr. Blisko was named as a director based on his substantial experience in acquiring, owning and operating skilled nursing facilities and similar healthcare facilities. Jack Levine is qualified as an SEC financial expert who has served as a director of the Company since June 2021. Mr. Levine is a certified public accountant who has provided financial and consulting services to private and public companies for over 35 years. Since 2019, he has served as Chairman of the Audit Committee for Blink Charging Co. (NASDAQ: BLNK), a leading owner, operator, and supplier of proprietary electric vehicle (“EV”) charging equipment and networked EV charging services. Since 2010, he has served as a board member and chairman of the audit committee of SignPath Pharma, Inc., a clinical stage biopharmaceutical company. SignPath was a public reporting company prior to 2017. Mr. Levine also served as a chairman of the audit committee for Provista Diagnostics, Inc., a cancer detection and diagnostics company from 2011 to 2018. Mr. Levine has been a licensed CPA in Florida since 1983 and in New York since 2009. He received an M.A from New York University and B.A from Hunter College of City University of New York. Mr. Levine was named as a director based on his substantial experience on boards of public entities Stanford Gertz has served as a Director since December 2024. Since 2017, Mr. Gertz runs Care One Pharmacy Services, a Midwest regional long-term care pharmacy which currently serves senior housing communities located in 6 states. Prior to that, Mr. Gertz spent 17 years in commercial financing, including a number of years specializing in the senior housing market. Throughout his career in commercial financing, Mr. Gertz has held numerous leadership positions and generated in excess of $200 million in loans. Mr. Gertz also serves as a director of Brickyard Bank based in Chicago IL and sits on numerous banking committees. Mr. Gertz received his B.B.A. from Loyola University in Chicago, graduating Magna Cum Laude in 1995. Mr. Gertz also received his MBA from Depaul University in Chicago in 2005. Mark Myers has served as a Director since December 2024. Mr. Myers has more than 30 years of real estate experience co-leading a team responsible for the disposition of seniors housing and long-term care properties across the United States. Currently Mr. Myers works at SVN Senior Living Advisors which he joined in 2025. From 2019-2025, Mr. Myers worked at Walker & Dunlop where he represented institutions and individuals in large seniors housing dispositions. Earlier in his career, Mr. Myers formed one of the first seniors housing brokerage teams at Marcus & Millichap while establishing himself as a perennial top agent of the firm for over 20 years. Mr. Myers brings a wealth of expertise to the industry as one it’s top brokers, receiving many prestigious awards. He was inducted into the Midwest Real Estate Hall of Fame in 2012. Mr. Myers specializes in seniors housing properties of all types, including assisted living facilities, independent living facilities, freestanding memory care facilities, skilled nursing facilities, continuing care retirement communities, and age-restricted apartments. Mr. Myers received a Bachelor of Arts in economics from Wheaton College in 1983 and earned his MBA from Northwestern University’s Kellogg School of Business in 1991. Ted Lerman has served as a Director since December 2024. Mr. Lerman is the CEO of a group of Companies owned by the Lerman family, which he has been working at since 1988. The family is involved in Steel Warehouse a family-owned steel service center whose headquarters are based in South Bend, Indiana. Today, Steel Warehouse has 14 steel service center locations throughout the United States, Mexico, and Brazil. Steel Warehouse ships more than 1.5 million tons annually. Mr. Lerman graduated from Indiana University with a degree in business. He has a CPA and started his professional career in the accounting & finance field. He received an MBA from New York University in 1982. The following sets forth certain information about our Executive Officers: Moishe Gubin serves as the Chief Executive Officer and as a director of the Company. Jeffrey Bajtner (40) has served as our Chief Investment Officer since March 2022 and our Chief Operating Officer effective the Record Date. Jeffrey joined the Company in June 2021 to oversee all acquisition and disposition activity for our portfolio. Mr. Bajtner is also our Director of Investor Relations working with shareholders and prospective investors. From 2015 until joining the Company, Mr. Bajtner oversaw acquisitions and asset management at BlitzLake Partners, a Chicago based real estate developer of mixed-use properties. From 2012 to 2015, Mr. Bajtner worked with the asset management and capital market teams at NorthStar Realty Finance Corp. focusing on healthcare, multifamily and retail investments. Mr. Bajtner received a B.S. in Accounting & Finance from Yeshiva University in 2007. Lastly, Mr. Bajtner is a licensed Certified Public Accountant in the State of Illinois.
Nominees
Greg Flamion (48) has served as our Chief Financial Officer since joining the Company in January 2024. Previously, Mr. Flamion was a CFO of Zimmerman Advertising, an agency under Omnicom Group Inc. (NYSE: OMC) from 2014-2023. Mr. Flamion also held a number of diverse accounting and finance positions at a variety of publicly traded companies, including Diageo (NYSE: DEO) and Bristol Myers Squibb (NYSE: BMY). Mr. Flamion holds a degree in Economics from Purdue University and an MBA from the University of Florida. Lastly, Mr. Flamion is a licensed Certified Public Accountant in the State of Indiana.
Required Vote
Required Vote Our Articles of Incorporation, as amended, do not authorize cumulative voting. Directors are to be elected by a plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the six candidates receiving the highest number of affirmative votes at the Annual Meeting will be elected as directors. Only shares that are voted in favor of a particular nominee will be counted toward that nominee’s achievement of a plurality. Shares present at the Annual Meeting that are not voted for a particular nominee or shares present by proxy where the stockholder properly withheld authority to vote for such nominee will not be counted toward that nominee’s achievement of a plurality. At the Annual Meeting a vote will be taken on a proposal to approve the election of the six director nominees. RECOMMENDATION OF THE BOARD OF DIRECTORS: THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF (I) MOISHE GUBIN, (II) MICHAEL BLISKO, (III) JACK LEVINE, AND (IV) TED LERMAN (V) MARK MYERS (VI) STANFORD GERTZ AS DIRECTORS.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Board of Directors
Board of Directors Our Articles of Incorporation, as amended, and bylaws provide that our Board of Directors will consist of such number of directors as may from time to time be fixed by our Board of Directors but may not less than the minimum number required under the Maryland General Corporation Law (“MGCL”), which is one, or more than 15. We currently have six directors. We believe that four of these directors meet the requirement to be independent under the standards of NYSE American and the Exchange Act.
Director Compensation
Director Compensation As compensation for serving on our Board of Directors, each of our independent directors receives an annual fee of $60,000. Directors who are also officers or employees of the Company do not receive any additional compensation as directors. In addition, we reimburse our directors for the reasonable out-of-pocket expenses incurred in attending Board of Directors and committee meetings. Our Board of Directors may change the compensation of our independent directors in its discretion.
Director Compensation
| Name of Director | 2024 Fees Earned or Paid in Cash | | Michael Blisko | $60,000 | | Jack Levine | $60,000 | | Essel Bailey(1) | $60,000 | | Reid Shapiro(1) | $60,000 | | Ted Lerman(2) | $- | | Mark Myers(2) | $- | | Stanford Gertz(2) | $- |
Director Compensation
(1) After five years of service to the Company, these Directors are not standing for re-election and their term ends at the Annual Shareholder Meeting on May 1, 2025. We thank them for their contributions to the Company over their terms. (2) Appointed to the Board of Directors on December 19, 2024.