OptimumBank (OPHC) Proxy Filing summary

Executive summary

• Achieved record financial performance in 2025, with net income of $16.6 million (up 26.9%) and total assets surpassing $1.1 billion.

• Expanded lending platform, including SBA Preferred Lender status and launch of OptimumFunding, LLC for specialty finance.

• Strengthened capital structure by modernizing preferred equity and introducing a new class of nonvoting common stock.

• Continued investment in technology and operational infrastructure to support scalable growth.

• Maintained strong community engagement and support for local organizations and financial literacy initiatives.

Voting matters and shareholder proposals

• Election of six directors for one-year terms.

• Approval of an amendment to authorize up to 30 million shares of nonvoting common stock.

• Ratification of Hacker, Johnson & Smith, P.A. as independent auditor for 2026.

• Proposal to adjourn the meeting if insufficient votes are present.

• Shareholder proposals for the 2027 meeting must be submitted by November 24, 2026.

Board of directors and corporate governance

• Board consists of six members, five of whom are independent under NYSE American standards.

• Committees include Audit, Compensation, and Nominating, each with defined charters and independent membership.

• Board separates Chairman and principal executive officer roles; Moishe Gubin serves as Chairman.

• Shareholders may communicate directly with the Board and submit director nominations.