UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

One Liberty Properties, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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ONE LIBERTY PROPERTIES, INC.

60 Cutter Mill Road

Great Neck, New York 11021

(516) 466-3100

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 5, 2025

The annual meeting of stockholders of One Liberty Properties, Inc., a Maryland corporation (“we,” “us”, “our” or the “Company”), will be held at our offices, located at 60 Cutter Mill Road, Suite 303, Great Neck, NY, on Thursday, June 5, 2025 at 9:00 a.m., local time, to consider and vote on the following matters:

1.	The election of three Class 3 directors, each to serve until the 2028 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies;

2.	A proposal to approve, by non-binding vote, executive compensation for 2024, as more fully described in the accompanying proxy statement;

3.	A proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025;

4.	A proposal to approve the One Liberty Properties, Inc. 2025 Incentive Plan; and

5.	Any other business properly brought before the meeting.

The Board of Directors recommends that you vote “FOR” the election of each of the nominees listed in the accompanying proxy statement, “FOR” proposal 2 to approve executive compensation for 2024, “FOR” proposal 3 to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025, and “FOR” proposal 4 to approve the One Liberty Properties, Inc.’s 2025 Incentive Plan.

Holders of record of our common stock at the close of business on March 18, 2025 are entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof.

It is important that your shares be represented and voted at the meeting. To assure that your vote will be counted, please complete, date and sign the enclosed proxy card and return it in the enclosed prepaid envelope, whether or not you plan to attend the meeting. Most stockholders can also vote by telephone or via the internet. Telephone and internet voting information is provided on the accompanying proxy card. Your proxy may be revoked in the manner described in the accompanying proxy statement at any time before it has been voted at the meeting.


			By Order of the Board of Directors

			S. Asher Gaffney, Vice President and Corporate Secretary
April 15, 2025

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			Page
General			1
Questions and Answers About the Meeting and Voting			1
Governance of the Company			5
General			5
Leadership Structure			5
Risk Oversight			5
Code of Business Conduct and Ethics			5
Stock Ownership Guidelines			6
Policy Prohibiting Hedging of our Securities			6
Clawbacks			6
Insider Trading Policies and Procedures			7
Committees of the Board of Directors			7
Director Qualifications			8
Independence of Directors			9
Non-Management Director Executive Sessions			9
Communications with Directors			9
Compensation of Directors			10
Stock Ownership of Certain Beneficial Owners, Directors and Officers			11
Proposal 1 — Election of Directors			12
Highlights of our Compensation Program and Governance Practices			17
What We Do/What We Don’t Do			17
Executive Compensation			19
Compensation Program			19
The Role of Say-on-Pay Votes			19
Objectives of our Compensation Program			20
Compensation Setting Process			20
Components of Executive Compensation			20
Compensation of Part-Time Named Executive Officers			23
Compensation of the Chairman and Vice Chairman of the Board			24
Analysis			24
Summary Compensation Table			26
Grant of Plan Based Awards During 2024			27
Outstanding Equity Awards at Fiscal Year End			28
Option Exercises and Stock Vested			28
Potential Payments upon Termination or Change-in-Control			29
Pay Ratio			30
Pay Versus Performance			31
Certain Relationships and Related Transactions			34
Proposal 2 — Advisory Approval of the Compensation of Executives			36
Proposal 3 — Independent Registered Public Accounting Firm			37
General			37
Audit and Other Fees			37
Pre-Approval Policy for Audit and Non-Audit Services			37
Report of the Audit Committee			38
Proposal 4 — One Liberty Properties, Inc.’s 2025 Incentive Plan			39
Delinquent Section 16(a) Reports			44
Additional Information and Notice of Internet Availability of Proxy Materials			44
Annex A — One Liberty Properties, Inc.’s 2025 Incentive Plan			A-1

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ONE LIBERTY PROPERTIES, INC.

PROXY STATEMENT

GENERAL

Our Board of Directors is furnishing you with this proxy statement to solicit proxies on its behalf to be voted at the 2025 annual meeting of stockholders of One Liberty Properties, Inc. The meeting will be held at our offices, 60 Cutter Mill Road, Suite 303, Great Neck, NY 11021 on Thursday, June 5, 2025 at 9:00 a.m., local time. Our telephone number is (516) 466-3100. The proxies will be voted at the meeting and may also be voted at any adjournments or postponements of the meeting. All properly executed proxy cards, and all properly completed proxies submitted by telephone or by the internet, that are delivered pursuant to this solicitation, will be voted at the meeting in accordance with your directions, unless the proxy is properly revoked before the meeting.

In this proxy statement, we refer to One Liberty Properties, Inc. as “we”, “our”, “us”, “our company”, to our Board of Directors as the “board of directors”, “Board” or “board”, and to our shares of common stock as “common stock” or “shares”.

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

What is the purpose of the annual meeting?

At our annual meeting, stockholders will consider and vote on the following matters:

•	the election of three Class 3 directors, each to hold office until the 2028 annual meeting and until their respective successors are duly elected and qualify;

•	a non-binding advisory vote on executive compensation, which we refer to as the “Say-on-Pay Proposal”;

•	the ratification of the appointment of Ernst & Young LLP, or E&Y, as our independent registered public accounting firm for the year ending December 31, 2025;

•	the proposal to approve the One Liberty Properties, Inc.’s 2025 Incentive Plan, which we refer to as the “Plan” or the “2025 Incentive Plan”; and

•	such other matters as may properly come before the meeting.

How does the board of directors recommend that I vote at the annual meeting?

Our board of directors recommends that you vote:

•	“FOR” the election of each of the nominees listed in this proxy statement as a director (each, a “nominee” and collectively, the “nominees”);

•	“FOR” the Say-on-Pay Proposal;

•	“FOR” the proposal to ratify the appointment of E&Y as our independent registered public accounting firm for the year ending December 31, 2025; and

•	“FOR” the approval of the One Liberty Properties, Inc.’s 2025 Incentive Plan.

The persons named as proxies will vote in their discretion on any other matter properly brought before the annual meeting.

Who is entitled to vote?

We are mailing this proxy statement on or about April 16, 2025 to our stockholders of record as of the close of business on March 18, 2025, which we refer to as the “record date”. The record date was established by our board. Stockholders of record as of the close of business on the record date are entitled to receive notice of and to vote their shares at the meeting. As of the close of business on the record date, 21,586,918 shares of our

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common stock were outstanding and entitled to vote at the meeting. Each outstanding share of common stock entitles the holder to cast one vote on each director to be elected and each other matter to be considered at the meeting. Shares of our common stock constitute our only outstanding class of voting securities and will vote as a single class on all matters to be considered at the annual meeting.

How do I vote?

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC (which we refer to as “Equiniti”), you are considered the stockholder of record with respect to those shares and the proxy card was sent directly to you by our transfer agent. In that case, you may instruct the proxy holders named in the proxy card how to vote your shares of common stock in one of the following ways:

•	Vote online. You may vote online at www.voteproxy.com. To vote online, you must have your control number provided in the proxy card.

•	Vote by telephone. You may vote by telephone by calling 1-800-PROXIES (1-800-776-9437). To vote by telephone, you must have the control number provided in your proxy card.

•	Vote by regular mail. If you would like to vote by mail, please mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided.

•	Vote by attending the meeting in person.

Proxies submitted over the internet, by telephone or by mail must be received by 11:59 p.m. New York City time, on June 4, 2025. If you vote by telephone or via the internet, it is not necessary to return your proxy card.

If your shares are held in an account at a brokerage firm, bank, broker-dealer, nominee or other similar organization, which we refer to collectively as an “Agent,” then you are the beneficial owner of shares held in “street name,” and a voting instruction form was or should have been forwarded to you by your Agent. As a beneficial owner, you have the right to instruct your Agent on how to vote the shares held in your account. You should instruct your Agent how to vote your shares by following the voting instructions provided by your Agent. If you wish to vote in person at the annual meeting, you must obtain a legal proxy from your Agent.

How will my shares be voted?

If you are a stockholder of record as of the close of business on the record date and you do not mark any selections but return the proxy card signed and dated, your shares will be voted by the proxies named on the proxy card “FOR” each of the nominees listed in this proxy statement, “FOR” the approval of the non-binding Say-on-Pay Proposal, “FOR” the proposal to ratify the appointment of E&Y as our independent registered public accounting firm for the year ending December 31, 2025, and “FOR” the proposal to approve the 2025 Incentive Plan. If you are a stockholder of record as of the close of business on the record date and you return the proxy card signed and dated, the proxy holders may vote in their discretion with respect to any other matters that properly come before the meeting. If any nominee named in this Proxy Statement is unwilling or unable to serve as a director, our board may nominate another individual for election as a director at the annual meeting, and the persons named as proxy holders will vote “FOR” the election of any substitute nominee.

If you are a stockholder of record as of the close of business on the record date and you wish to name as a proxy someone other than the proxies named on the proxy card, you may do so by crossing out the name of the designated proxies and inserting the name of another person. In that case, it will be necessary to sign the proxy card and deliver it to the person so named and for the person so named to be present at and vote at the meeting with the properly executed and marked proxy card. Proxy cards so marked should not be mailed to us or to Equiniti.

If my shares are held in “street name” by my Agent, will the Agent vote my shares without specific instructions from me?

Not in most circumstances. In the absence of your voting instructions, your Agent may only vote your shares in its discretion on “routine matters” - your Agent may not vote your shares on proposals that are not “routine.” We believe that the proposal to ratify the selection of E&Y is a routine matter on which your Agent can vote on your behalf if you do not furnish voting instructions. All of the other proposals may be considered non-routine matters so your Agent may not be entitled to vote your shares on these proposals without your

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instructions. A broker non-vote occurs when an Agent does not vote on a particular proposal because the Agent does not have discretionary voting power for that particular matter and has not received instructions from the beneficial owner. If you hold your shares in street name and do not give the Agent specific voting instructions with respect to the proposals regarding the election of directors, the Say-on-Pay Proposal, and the proposal to approve the 2025 Incentive Plan, your shares will not be voted on those items, and a broker non-vote will occur. If your shares are held in “street name” by your Agent, you should follow the directions provided by your Agent in order to instruct them to how to vote your shares.

Who will count the vote?

A representative of our transfer agent, Equiniti, or another person designated by or at the direction of our board or the chair of the annual meeting will tabulate the votes and act as inspector of elections.

Can I revoke my proxy before it is exercised?

If you hold stock directly in your name, you can revoke your proxy at any time before it is voted at the annual meeting by filing a written revocation with our Office of the Corporate Secretary, or delivering to Equiniti, a properly executed proxy bearing a later date. You may also revoke your proxy with a timely and valid later telephone or Internet vote or by attending the meeting and voting in person. If not so revoked, the shares represented by such proxy will be voted as instructed in the proxy.

If your shares are held in the name of your Agent, you must contact such Agent and comply with the Agent’s procedures if you want to revoke or change the instructions that you previously provided to the Agent.

Attendance at the meeting will not by itself automatically revoke a previously granted proxy.

What constitutes a quorum?

A quorum is the presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting on any matter. To constitute a quorum, the holders of at least 10,793,460 shares must be present in person or by proxy at the meeting. Generally, action cannot be taken at the meeting unless a quorum is present.

Abstentions and brokers non-votes will be considered present for the purpose of determining the presence of a quorum.

Is my vote important?

If you do not submit a proxy or vote in person at the annual meeting, it will be more difficult for us to obtain the necessary quorum to hold the annual meeting.

How many votes does it take to approve the items to be voted upon?

The affirmative vote of a majority of the total votes cast “for” and “against” as to a nominee is required for the election of such nominee as director. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the results of the election of any nominee as a director.

The affirmative vote of a majority of all of the votes cast on the proposal is required for approval of the Say-on-Pay Proposal, to ratify the selection of E&Y and to approve the 2025 Incentive Plan. For the purposes of such proposals, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote for such proposal. Agents are not prohibited from voting shares held in street name in their discretion on the proposal relating to the selection of E&Y, and we do not expect to receive any broker non-votes on this proposal.

Although the Say-on-Pay Proposal is advisory and not binding on the Board or us in any way, the compensation committee and the Board will review the results of the votes and will consider our stockholders’ concerns and take them into account in its future determinations regarding these matters.

Who is soliciting my proxy and who pays the cost?

This solicitation of proxies is made by and on behalf of our board. We will pay the costs of soliciting proxies, including the cost of preparing and mailing this proxy statement and related soliciting materials. In addition to soliciting proxies by mail, our and our affiliates’ officers, directors and employees, without additional

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compensation, may solicit proxies personally or by other appropriate means. It is anticipated that Agents will forward proxy soliciting materials to their principals, and that we will reimburse the Agents’ related expenses. We have retained DF King for a fee of $8,000 plus expenses and other customary charges, to aid in the solicitation of proxies from our stockholders. To the extent necessary in order to ensure sufficient representation at the meeting and the approval of the proposals to be submitted to stockholders for their approval at the meeting, we or our proxy solicitor may solicit the return of proxies by personal interview, mail, telephone, facsimile, Internet or other means of communication or electronic transmission. We urge you to send in your proxy without delay.

What is householding?

Stockholders who share the same address and last name may receive only one copy of the proxy materials unless we, in the case of stockholders of record, or such stockholder’s Agent, in the case of stockholders whose shares are held in street name, receive contrary instructions. This practice, known as “householding,” is designed to reduce printing and mailing costs. Stockholders desiring to discontinue householding and receive a separate copy of the proxy materials, may (1) if their shares are held in street name, notify their Agent or (2) if they are stockholders of record, direct a written request to: One Liberty Properties, Inc., 60 Cutter Mill Road, Suite 303, Great Neck, NY 11021, Attn: Office of the Corporate Secretary.

When are stockholder proposals due for the 2026 Annual Meeting?

We expect that our 2026 annual meeting of stockholders will be held in June 2026.

Our amended and restated bylaws, which we refer to as our bylaws, require that we be given advance written notice of nominations for election to our board and other matters which stockholders wish to present for action at an annual meeting of stockholders (other than matters included in our proxy materials in accordance with Rule 14a-8(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Office of the Corporate Secretary must receive such notice, as well as the information and other materials required by our bylaws, at our principal executive office not later than 5:00 p.m., Eastern Time, on December 16, 2025 and no earlier than November 17, 2025 for matters or nominations to be properly presented at the 2026 annual meeting of our stockholders.

Stockholders who wish to have proposals considered for inclusion in the proxy statement and form of proxy for our 2026 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must cause their proposals to be received in writing by the Office of the Corporate Secretary at the address set forth on the cover page of this proxy statement no later than December 16, 2025. Any proposal should be addressed to the Office of the Corporate Secretary and may be included in next year’s proxy materials for our 2026 annual meeting of stockholders only if such proposal complies with the rules and regulations promulgated by the Securities and Exchange Commission, which we refer to as the “SEC.” We are not required to include in our proxy statement or our proxy card relating to any annual meeting any stockholder proposal that does not meet all of the requirements for inclusion established by the SEC.

What other information about us is available?

Stockholders can call (516) 466-3100 or write to us at 60 Cutter Mill Road, Suite 303, Great Neck, NY 11021, Attention: Office of the Corporate Secretary, to request a copy of our Annual Report on Form 10-K for the year-ended December 31, 2024. This and other important information about us is also available on our web site which is located at www.1liberty.com. Our 2024 Annual Report to Stockholders (the “Annual Report”) accompanies this proxy statement.

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GOVERNANCE OF THE COMPANY

General

Our business, property and affairs are managed by or under the direction of our board of directors. Members of the board are kept informed of our business through discussions with our chief executive officer, chairman of the board and other officers, by reviewing materials provided to them and by participating in meetings of the board and its committees.

During 2024, the board held four meetings. All of our directors attended at least 75% of the total number of meetings of the board and the committees of which such director was a member. Our independent directors meet at regularly scheduled executive sessions without management. We encourage our directors to attend the annual meeting of stockholders, and last year, all of our directors attended such meeting.

Leadership Structure

Our company is led by Matthew J. Gould, chairman of our board, Fredric H. Gould, vice chairman of our board and Patrick J. Callan, Jr., director, president and chief executive officer. The board of directors designated J. Robert Lovejoy as its “Independent Lead Director.” Among other things, the Independent Lead Director presides over, and proposes the topics to be discussed at executive sessions of the independent directors, recommends to the chairman of the board matters to be considered and materials to be reviewed by the board, participates in meetings of the committees of the board, serves as an independent point of contact for stockholders desiring to communicate with the board and performs such other duties and responsibilities as are assigned to him by a majority of the independent directors.

Risk Oversight

Management is responsible for the day-to-day management of risks we face. Our board of directors has overall responsibility for overseeing risk management with a focus on the more significant risks facing us. Our audit committee oversees risk policies and processes related to our financial statements, financial reporting processes, liquidity risks, and other risks (including cybersecurity risks) presented to it from time-to-time by management; our compensation committee oversees risks relating to the compensation of our full-time executive officers; and our nominating and corporate governance committee, which we refer to as the “nominating committee”, oversees corporate governance risks.

A portion of each quarterly meeting of the audit committee is devoted to reviewing with management, among other things, property portfolio issues which could have a material adverse impact on current or future operations or financial condition, including potential or actual impairments, if any, liquidity risks, debt covenants and maturities, lease expirations and, as required, reviewing risks arising from related party transactions. At each quarterly audit committee meeting, (i) one or more of our chief financial officer, our chief accounting officer, senior vice president, the accounting firm performing the internal audit function on our behalf and our independent registered public accounting firm report to the committee with respect to compliance with our internal control policies and (ii) one or more of our chairman of the board, chief executive officer and chief operating officer may attend, as needed, to discuss our operations or other matters. This process assists the audit committee in overseeing the risks related to our financial statements and the financial reporting process.

At board meetings, the directors review significant risk issues brought to their attention by management and committees of the board.

Our compensation committee, among other things, reviews our incentive compensation arrangements to ensure that such arrangements do not encourage unnecessary risk taking. The compensation committee believes that the compensation programs which are in place do not give rise to any risk that is reasonably likely to have a material adverse effect on us.

Code of Business Conduct and Ethics

We have adopted an amended and restated code of business conduct and ethics, which we refer to as the “Conduct Code”, that applies to all of our directors, officers and employees. The Conduct Code covers a variety of topics, including conflicts of interest, confidentiality of information, and compliance with laws and

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regulations. See “Additional Information and Notice of Internet Availability of Proxy Materials” to obtain access to, or copies of, our Conduct Code. During 2024, there were no waivers of the provisions of the Conduct Code with respect to any of the persons subject thereto. We will post any amendments to, or waivers of, the Conduct Code on our website.

Stock Ownership Guidelines

Because we believe that the ownership by our named executive officers and non-employee directors of a meaningful financial stake in us serves to align their interests with those of our stockholders, we adopted stock ownership guidelines. Our guidelines reflect that the individuals identified below should own shares of common stock with a value not less than:


Title			Minimum Ownership Requirement
Chief Executive Officer			4 times current base salary
Full-Time NEO			2 times current base salary
Part-Time NEO			The number of shares required to be owned by the full-time NEO with the lowest base salary
Non-Employee Directors			3 times annual base retainer

All shares deemed to be beneficially owned as determined under Rule 13d-3 promulgated pursuant to the Exchange Act (including shares as to which beneficial ownership is disclaimed), are counted towards meeting the guidelines. The individuals subject to these guidelines generally have five years from the date they assume such title to achieve the requisite ownership, which will be measured as of December 31 of each year. The stock price used in determining satisfaction of the guidelines is the most favorable price during the two years ending on the December 31 measurement date. As of December 31, 2024, each of our named executive officers and non-employee directors satisfied these guidelines.

Policy Prohibiting Hedging of Our Securities

The board believes that transactions in our securities engaged in by directors, officers, employees, certain persons performing services on our behalf and certain relatives of the foregoing (collectively, the “Covered Persons”), (i) that are designed to hedge (i.e., eliminate or reduce), the risks of ownership of our securities, or (ii) allow for the profit from any decrease in the value of our securities, are inappropriate.

Accordingly, the board has adopted an anti-hedging policy that applies to transactions in securities by Covered Persons. Under the policy, Covered Persons are prohibited from:

•	engaging in short sale transactions in our securities,

•	engaging in hedging or monetizing transactions through transactions in our securities or through the use of financial instruments designed for such purposes,

•	engaging in any transaction in securities where a reasonable investor would conclude that such transaction is for short-term gain or is speculative, and

•	owning financial instruments (other than those issued by us) or participating in investment strategies that represent a direct or indirect hedge of the economic risk of owning our securities or any other that give the holder any rights to acquire any such securities.

Clawbacks

We maintain a policy required by the rules of NYSE providing that, subject to certain exemptions provided by the NYSE rules, if we are required to restate our financial results due to material noncompliance with financial reporting requirements under the securities laws, the compensation committee will seek recovery of any cash or equity-based incentive compensation (including vested and unvested equity) paid or awarded to the executive officer, to the extent the compensation was based on erroneous financial data and exceeded what would have been paid under the restatement.

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In addition, we are entitled to clawback or obtain reimbursement of an executive’s compensation under the following circumstances:

•

in the event we are required to restate our financial statements due to our material non-compliance, as a result of misconduct, with any financial reporting requirement under the securities laws, our chief executive officer and chief financial officer are required to reimburse us for (i) any bonus or other incentive based compensation or equity based compensation they receive from us during the 12 months following the initial public issuance of the financial document embodying such financial reporting requirement and (ii) the profits from the sale of our common stock during such 12 months;

•

if an executive officer’s relationship with us is terminated for cause (e.g., insubordination, dishonesty, incompetence, moral turpitude, the refusal to perform such person’s duties and responsibilities and other misconduct of any kind, as determined by the compensation committee), then the officer’s rights to all restricted stock, restricted stock units (“RSUs”) and performance share awards (except to the extent such awards have vested) are forfeited immediately; and

•	in accordance with any additional claw-back policy implemented by us, whether implemented prior to or after the grant of an award pursuant to our equity incentive plans, with respect to such awards.

Insider Trading Policies and Procedures

We have adopted insider trading policies and procedures governing the purchase, sale and other transactions in our securities by us and our directors, officers, employees, and certain other persons, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable requirements of the NYSE.

Committees of the Board of Directors

We have three standing committees: audit, compensation and nominating. Our board has adopted corporate governance guidelines that address the make-up and function of the board and a charter for each of these committees. The charter for each committee requires that such committee be comprised of at least three independent directors and in the case of the audit committee, also requires that at least one member of the committee qualify as a “financial expert.” All of the members of each committee were independent during their period of service on such committee and in the case of the audit committee, each such member was also financially literate. See “Additional Information and Notice of Internet Availability of Proxy Materials” to obtain access to, or copies of, our corporate governance guidelines and committee charters.

The table below provides membership and meeting information for each of the following committees of the board in 2024:


Name	Audit	Compensation	Nominating
Charles Biederman		✔	Chair
Edward Gellert		✔
J. Robert Lovejoy	✔	Chair
Leor Siri	Chair		✔
Karen A. Till	✔		✔
Number of meetings	4	5	3

Audit Committee

This committee is responsible for assisting the board in overseeing, among other things, (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent registered public accounting firm’s qualifications and independence, (iv) the performance of our independent registered public accounting firm, (v) the performance of the accounting firm performing our internal control audit function, (vi) risk oversight responsibilities described in “— Risk Oversight”, and (vii) the preparation of the audit committee report required by the SEC for inclusion in this proxy statement. This committee is also responsible for the selection and engagement of our independent registered public accounting firm, for approving the fees paid to such firm and, except to the extent delegated to another committee, for approving related party transactions.

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Compensation Committee

This committee is responsible for, among other things, (i) determining the base salary, annual bonus and perquisites paid to our full-time executive officers, the fees paid to our directors, and the grants of awards to participants under our equity based plans, (ii) amounts paid pursuant to the compensation and services agreement, which we refer to as the “C&SA” (see “Executive Compensation — Compensation Program — Background”), (iii) overseeing compliance with our stock ownership guidelines, and (iv) the risk oversight activities described in “ — Risk Oversight”.

Nominating and Corporate Governance Committee

This committee is responsible for, among other things, recommending a slate of nominees for election to the board of directors at the annual stockholders’ meeting, recommending committee assignments to the board of directors, identifying and recommending candidates to fill vacancies on the board of directors between annual stockholder meetings, recommending a slate of officers for election by the board of directors at the annual directors’ meeting, proposing, monitoring and recommending changes to our corporate governance guidelines, overseeing certain risks as described in “— Risk Oversight,” and overseeing the evaluation of the effectiveness of our board of directors and such committee.

Director Qualifications

The board believes that it should be comprised of directors with complementary backgrounds and that directors should, at a minimum, have experience which is relevant to our business or otherwise be of assistance to the board in its deliberations. Our nominating committee has not adopted a formal diversity policy in connection with the consideration of director nominations or the selection of nominees. It considers the personal and professional attributes and the experience of each director candidate to promote diversity of expertise and experience among our directors. Additionally, directors should possess the highest personal and professional ethics in order to perform their duties properly and should be willing and able to devote the required amount of time to our business.

When considering candidates for director, the nominating committee will take into account a number of factors, including the following:

•	the candidate’s ability to qualify as an independent director;

•	whether the candidate has relevant business experience;

•	the candidate’s judgment, skill, integrity and reputation;

•	whether the candidate has a background in accounting, finance or other skills deemed relevant by the board; and

•	the size and composition of the existing board.

The nominating committee will consider candidates for director suggested by stockholders applying the criteria for candidates described above and considering the additional information referred to below. Stockholders wishing to suggest a candidate for director should write to our Office of the Corporate Secretary and include:

•	a statement that the writer is a stockholder and is proposing a candidate for consideration by the nominating committee;

•	the name of and contact information of the candidate;

•	a detailed statement of the candidate’s business and educational experience and an explanation of the reasons why the stockholder believes the candidate is qualified for service on our board of directors;

•	information regarding each of the factors listed above sufficient to enable the nominating committee to evaluate the candidate;

•	a statement detailing any relationship between the candidate and any of our competitors, affiliated companies or officers or directors;

•	detailed information about any relationship or understanding between the proposing stockholder and the candidate; and

•	a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected.

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When seeking candidates for director, the nominating committee may solicit suggestions from management, incumbent directors and others. The nominating committee or its chair will interview a candidate if it believes the candidate might be suitable to be a director. The nominating committee may also ask the candidate to meet with management.

The nominating committee generally intends to recommend that the board nominate incumbent directors whom the committee believes will continue to make contributions to us, inasmuch as the committee believes that the continuing service of qualified incumbents promotes stability and continuity, giving us the benefit of the familiarity and insight into our affairs that such directors have accumulated during their tenure, while contributing to the board’s ability to work as a collective body.

Independence of Directors

Our board affirmatively determined that each of (i) Charles Biederman, Edward Gellert, J. Robert Lovejoy, Leor Siri and Karen A. Till, constituting approximately 56% of our directors and (ii) the members of our audit, compensation and nominating committees, is independent. The board based these determinations primarily on a review of our directors’ responses to questions regarding employment and compensation history, affiliations and family and other relationships, discussions with directors and relevant facts and circumstances provided to management of any relationships bearing on the independence of a director.

In evaluating independence, the board applied the independence standards of sections 303A.01 and 303A.02 of the New York Stock Exchange Listed Company Manual (the “NYSE Manual”), as well as our categorical independence standards included in our corporate governance guidelines. The board also applied, with respect to the: (i) audit committee, the independence standards imposed by Rule 10A-3 promulgated under the Exchange Act, and Section 303A.07(a) of the NYSE Manual; and (ii) compensation committee, the independence standards imposed by Rule 10C-1 promulgated under the Exchange Act and Section 303A.02(a)(ii) of the NYSE Manual. See “Additional Information and Notice of Internet Availability of Proxy Materials” for information about accessing our corporate governance guidelines.

Non-Management Director Executive Sessions

In accordance with New York Stock Exchange listing standards, our non-management directors meet regularly in executive sessions without management and our independent lead director presides over such sessions.

Communications with Directors

Stockholders, employees and other interested persons who want to communicate with the board, any committee of the board, or any individual director can write to:

One Liberty Properties, Inc.

60 Cutter Mill Road

Suite 303

Great Neck, New York 11021

Attention: Office of the Corporate Secretary

The Office of the Corporate Secretary will:

•	Forward the communication to the director or directors to whom it is addressed;

•	Attempt to handle the inquiry directly — for example, where it is a request for information about the company or it is a stock-related matter; or

•	Not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

At each board meeting, the Corporate Secretary will present a summary of all communications received since the last meeting that were not forwarded and make those communications available to the directors on request.

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In the event that a stockholder, employee or other interested person would like to communicate with our non-management directors confidentially, they may do so by sending a letter to “Independent Lead Director” at the address set forth on the first page of this proxy statement. Please note that the envelope must contain a clear notation that it is confidential.

Compensation of Directors

The following table sets forth the cash compensation paid in 2024 to our non-management directors (and the annual retainer paid, to our Chairman and Vice Chairman, who are management directors) for their service on our board and its committees:


		Committee
	Board	Audit	Compensation	Nominating
Annual retainer	$45,000	$12,400	$6,200	$6,200
Participation in meeting	1,000	—	—	—
Chairman’s annual retainer⁽¹⁾	325,512⁽²⁾	15,000	8,500	8,500
Vice Chairman’s annual retainer	130,205⁽²⁾	—	—	—
Lead director’s annual retainer	25,000	—	—	—

(1)	The retainer paid for serving as the chair of a committee is in addition to the retainer for service on such committee.

(2)

Matthew J. Gould and Fredric H. Gould, members of management, were paid the Chairman’s and Vice Chairman’s retainer, respectively. For Mr. M. Gould, such amounts are included under the “Salary” column under “Executive Compensation – Summary Compensation Table.” See “Executive Compensation — Compensation of the Chairman and Vice Chairman of the Board”, “Executive Compensation — Summary Compensation Table” and “Certain Relationships and Related Transactions.” In 2025, the annual retainer for the Chairman and Vice Chairman are $338,532 and $135,413, respectively.

In addition, non-management directors are awarded shares of restricted common stock annually — the number of shares varies from year-to-year. The restricted stock vests on a cliff vesting basis five years after the grant, subject to acceleration upon the occurrence of specified events; during the vesting period, the owner is entitled to vote and receive distributions, if any, on such shares but is not entitled to transfer the shares. In 2023, 2024 and 2025, each non-management director was awarded 3,350, 3,350 and 3,500 shares of restricted stock, respectively.

Our non-management directors received the following compensation for 2024:


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	Total ($)
Charles Biederman	69,900	72,360	142,260
Edward Gellert	55,200	72,360	127,560
J. Robert Lovejoy	101,100	72,360	173,460
Leor Siri	82,600	72,360	154,960
Karen A. Till	67,600	72,360	139,960

(1)	Represents the aggregate grant date fair value of these restricted stock awards computed in accordance with Accounting Standards Codification Topic 718—Stock Compensation, which we refer to as “ASC Topic 718”. The closing price per share on January 12, 2024, the grant date, was $21.60.

The table below shows the number of outstanding shares of our unvested restricted stock and the value thereof held by each non-management director at December 31, 2024:


Name	Unvested Restricted Stock (#)	Market Value of Unvested Restricted Stock ($)⁽¹⁾
Charles Biederman	16,450	448,098
Edward Gellert	11,650	317,346
J. Robert Lovejoy	16,450	448,098
Leor Siri	16,450	448,098
Karen A. Till	16,450	448,098

(1)	The closing price on the NYSE on December 31, 2024 for a share of our common stock was $27.24.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND OFFICERS

The following table sets forth, as of March 19, 2025 information concerning shares of our common stock owned by (i) all persons known to own beneficially 5% or more of our outstanding stock, (ii) all directors and nominees for election as directors, (iii) each executive officer named in the Summary Compensation Table, and (iv) all directors and executive officers as a group:


Name	Amount of Beneficial Ownership⁽¹⁾	Percent of Class
Charles Biederman⁽²⁾	52,954	*
Patrick J. Callan, Jr.	406,944	1.9
Edward Gellert	15,150	*
Fredric H. Gould⁽³⁾	613,748	2.8
Jeffrey A. Gould⁽⁴⁾⁽⁵⁾	2,674,787	12.4
Matthew J. Gould⁽⁴⁾⁽⁶⁾	2,651,470	12.3
Isaac Kalish⁽⁷⁾	267,122	1.2
J. Robert Lovejoy⁽⁸⁾	94,949	*
Lawrence G. Ricketts, Jr.	202,335	*
Leor Siri⁽⁹⁾	33,950	*
Karen A. Till	19,998	*
Directors and executive officers as a group (18 individuals)	5,572,482	25.8
Gould Investors L.P.⁽¹⁰⁾	2,272,601	10.5
BlackRock, Inc.⁽¹¹⁾	1,424,223	6.6
The Vanguard Group⁽¹²⁾	1,756,288	8.1

*	Less than 1%

(1)

Securities are listed as beneficially owned by a person who directly or indirectly holds or shares the power to vote or to dispose of the securities, whether or not the person has an economic interest in the securities. In addition, a person is deemed a beneficial owner if such person has the right to acquire beneficial ownership of shares within 60 days of March 19, 2025. The percentage of beneficial ownership is based on 21,586,918 shares of common stock outstanding on March 19, 2025.

(2)	Excludes 60,209 shares owned by his spouse, as to which he disclaims beneficial ownership.

(3)	Excludes 50,307 shares of common stock owned by his spouse, as to which shares he disclaims beneficial ownership.

(4)	Matthew J. Gould and Jeffrey A. Gould are deemed to share control of the managing general partner of Gould Investors, and accordingly, are deemed to share voting and dispositive power with respect to the shares owned by Gould Investors.

(5)

Includes 373,268 shares of common stock owned directly, 2,272,601 shares of common stock owned by Gould Investors, 15,152 shares of common stock owned by a foundation over which he shares voting and dispositive power, 13,622 shares held by a limited liability company of which he is a manager, and 144 shares owned by the managing general partner of Gould Investors.

(6)

Includes 345,782 shares of common stock owned directly, 2,272,601 shares of common stock owned by Gould Investors, 15,152 shares of common stock owned by a foundation over which he has shared voting and dispositive power, 4,169 shares of common stock owned by a pension trust over which he shares voting and dispositive power, 13,622 shares held by a limited liability company of which he is a manager, and 144 shares owned by the managing general partner of Gould Investors.

(7)

Includes 88,482 shares of common stock owned directly and 178,640 shares of common stock owned by pension trusts over which he has shared voting and dispositive power. Excludes 2,462 shares held in a custodial account for a child and 8,865 shares held for his child as to which shares he disclaims beneficial ownership.

(8)	Includes shares of common stock owned by his IRA. Excludes 13,137 shares of common stock owned by his wife as to which shares he disclaims beneficial ownership.

(9)	Excludes 287 shares held by his spouse, as custodian for their children, as to which shares he disclaims beneficial ownership.

(10)	Address is 60 Cutter Mill Road, Suite 303, Great Neck, NY 11021. This stockholder is primarily engaged in the ownership and operation of real estate properties held for investment.

(11)

As of December 31, 2023, based (other than with respect to percentage ownership which is based on the number of shares outstanding as of March 19, 2025) on information set forth in Amendment No. 13 to Schedule 13G filed with the SEC on January 26, 2024 by this stockholder whose business address is 55 East 52^ndStreet, New York, NY 10055. This stockholder reported that it has sole voting power with respect to 1,380,444 shares and sole dispositive power with respect to 1,424,223 shares and that it does not share voting or dispositive power with respect to the shares it beneficially owns.

(12)

As of December 29, 2023, based (other than with respect to percentage ownership which is based on the number of shares outstanding as of March 19, 2025) on information set forth in Amendment No. 11 to Schedule 13G filed with the SEC on February 13, 2024 by this stockholder, whose business address is 100 Vanguard Blvd., Malvern, PA, 19355. This stockholder reported that it has shared voting power with respect to 10,065 shares, sole dispositive power with respect to 1,731,059 shares, shared dispositive power with respect to 25,229 shares and that it does not have sole voting power with respect to any of the shares it beneficially owns.

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PROPOSAL 1

ELECTION OF DIRECTORS

Pursuant to our bylaws, the number of our directors is determined by our board of directors. Our board currently consists of nine directors. Pursuant to our charter, the board is divided into three classes of directors, with each director elected by the stockholders generally serving for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and when their successors are duly elected and qualified, with one class up for election at each annual meeting. A director elected by our board of directors to fill a vacancy on the board between meetings of stockholders serves for a term expiring at the next annual meeting of stockholders and when his or her successor is duly elected and qualifies, and such successor will be elected for the remainder of the term of the class of directors in which the vacancy occurred.

Our board, upon the recommendation of the nominating committee, nominated the individuals identified below under the caption “ — Directors who are Nominees for Election” for election as directors at the annual meeting, to serve until the annual meeting indicated and until his or her successor is duly elected and qualifies. As a result, three individuals identified below are to be elected as Class 3 directors, to serve until the 2028 annual meeting of our stockholders and until their respective successors are duly elected and qualify. Proxies will not be voted for a greater number of persons than the number of nominees named in the proxy statement.

It is contemplated that all the nominees will stand for election. Should any nominee become unavailable for election, all proxies (except proxies marked to the contrary) will be voted for the election of a substitute nominee recommended by the board of directors.

In an uncontested election, each nominee will be elected only if such director receives the affirmative vote of a majority of the total votes cast “for” and “against” as to such nominee. As set forth in our corporate governance guidelines, any nominee who is an incumbent director but who is not elected by the vote required in the Bylaws, and with respect to whom no successor has been elected, is required to promptly tender an offer to resign to the board for its consideration. The nominating committee will recommend to the board whether to accept the offer to resign. No later than the next regularly scheduled board meeting to be held at least ten days after the date of the election, the board will decide whether to accept such offer and promptly and publicly disclose its decision. If the resignation is not accepted, the director will continue to serve until the next annual meeting of stockholders and until the director’s successor is duly elected and qualified or until the director’s earlier resignation or removal. If the resignation is accepted, the board will leave such position vacant, reduce the size of the board or elect another individual to serve in place of the resigning director. The nominating committee and the board may consider any factors they deem relevant in deciding whether to accept a director’s resignation.

If any director resigns or is unable to serve his or her full term, the board, by majority vote of the remaining directors, may elect a nominee to fill the vacancy.

The following tables set forth information concerning the directors who are (i) nominees for election at this year’s annual meeting and (ii) whose terms are not expiring:

Directors Who are Nominees for Election

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Directors Whose Terms are Not Expiring


Name	Class	Term to Expire at Annual Meeting in
Charles L. Biederman	2	2026
Patrick J. Callan, Jr.	2	2026
Jeffrey A. Gould	2	2026
Edward Gellert	1	2027
Fredric H. Gould	1	2027
Leor Siri	1	2027

Nominees For Election as Directors


Name and Age			Principal Occupation For The Past Five Years and other Directorships or Significant Affiliations
Matthew J. Gould 65 Years			Chairman since June 2013, Vice Chairman from 2011 through June 2013, Director since 1999, President and Chief Executive Officer from 1989 to 1999 and a Senior Vice President from 1999 through 2011; from 1996 through 2013, President, and from 2013, Chairman of the Board and Chief Executive Officer/Manager of Georgetown Partners LLC, the managing general partner of Gould Investors, which is primarily engaged in the ownership and operation of real estate properties held for investments. Since 1993, Senior Vice President and since 2001, director of BRT Apartments Corp. Vice President of Majestic Property Management Corp. (“Majestic”), for more than the past five years. Since 2019, Chairman of Rainbow MJ Advisors, which manages real estate loans and real estate investments in the cannabis industry; since 2024, a Director of Evelo Biosciences, Inc., which is engaged in commercial activities in the cannabis industry; and since 2022, a Director of MJ Real Estate Investment Trust, a private REIT that acquires interests in, or originates loans secured by, real estate assets operated by state licensed cannabis operators. He brings to the board his extensive knowledge of our company and his almost 40 years of experience as an executive in the real estate industry with expertise in evaluating, managing, financing, acquiring and selling various types of properties.

J. Robert Lovejoy 80 Years			Director since 2004 and Independent Lead Director since 2011; Founder and principal of J.R. Lovejoy & Co. LLC, providing consulting and advisory services to corporate, investment and financial clients; Partner and Chief Administrative Officer of Deimos Asset Management LLC, a privately owned multi-strategy fund management company, from 2015 to 2016. Director from 2000 to 2013, Chairman from 2011 to 2013, and Interim Chief Executive Officer from 2011 to 2012 of Orient-Express Hotels Ltd. (now called Belmond Ltd.), a luxury lodging and adventure travel company which was acquired in 2019 by LVMH Moët Hennessey Louis Vuitton; Partner, Chief Administrative Officer and General Counsel of Coatue Management LLC, a privately owned investment management company, from 2009 through 2010; Managing Director of Groton Partners, LLC, merchant bankers, from 2006 to 2009; Senior Managing Director of Ripplewood Holdings, LLC, a private equity investment firm, from 2000 to 2005; Managing Director of Lazard Freres & Co. LLC and General Partner of Lazard’s predecessor partnership from 1984 to 2000; Partner, and previously Associate, of Davis Polk & Wardwell, LLP law firm, from 1971 to 1984. Mr. Lovejoy, an attorney, has extensive experience in asset management and investment and merchant banking, and throughout his career has been involved in raising capital in private and public transactions, mergers and acquisitions, business law and accounting issues. His extensive experience in these areas enable him to serve as our independent lead director, as chair of our compensation committee and as a member of our audit committee.

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Name and Age			Principal Occupation For The Past Five Years and other Directorships or Significant Affiliations
Karen A. Till 62 Years			Director since 2019; Since 2023, EVP Corporate Tax and compliance of Med-Metrix, LLC, a provider of technology-enabled services providing revenue cycle management and business intelligence solutions for health systems and physician groups across the United States. Since 2021, Chief Financial Officer of Miller & Milone, LLC, a wholly owned subsidiary of Med-Metrix, LLC,; Since 2010, Chief Financial Officer of Miller & Milone, P.C., a law firm focused on healthcare law, elder law and estate planning; From 1998 to 2010, employed by Arbor Commercial Mortgage, LLC, a Fannie Mae and Freddie Mac Delegated Underwriting and Servicing (DUS^®) lender, including serving as Vice President – Strategic and Taxation from 2006 to 2010 with responsibility for, among other things, tax compliance and strategies for a NYSE listed REIT and various real estate partnerships; From 1988 to 1998 employed by BRT Apartments, including serving as Vice President, Financial, from 1993 to 1998. Since 2019, she has served as a board member and treasurer of the Sabrina Audrey Milone Foundation, Inc. Ms. Till’s background as a certified public accountant as well as her experience in strategic business planning, finance, tax and accounting developed while working for an aggregate of 22 years with two NYSE listed REITs equips her with the skills that are helpful in serving on our audit committee and board.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF MATHEW J. GOULD, J. ROBERT LOVEJOY AND KAREN TILL

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Continuing Directors


Name and Age			Principal Occupation For The Past Five Years and other Directorships or Significant Affiliations
Charles L. Biederman 90 Years			Director since 1989; Chairman from 2008 to 2010 of Universal Development Company, a commercial general contractor engaged in turnkey hotel, commercial and residential projects; Principal of Sunstone Hotel Investors, LLC, a company engaged in the management, ownership and development of hotel properties, from 1994 to 2007; Executive Vice President of Sunstone Hotel Investors, Inc., a real estate investment trust engaged in the ownership of hotel properties, from 1994 to 1998 and Vice Chairman of Sunstone Hotel Investors from 1998 to 1999. Mr. Biederman, a retired professional architect, was involved for many years in the development and construction of residential communities. He subsequently became involved, as an executive officer and a director, in the activities of a publicly traded REIT engaged in the ownership of hotel properties and developed, as an investor, principal and partner, residential properties and hotels. He brings to the board his experience as senior executive of a publicly traded REIT and extensive real estate experience with respect to, among other things, acquisitions, dispositions, operations, development and financing.

Patrick J. Callan, Jr. 62 Years			Director since 2002, President since 2006 and Chief Executive Officer since 2008; Senior Vice President of First Washington Realty, Inc. from 2004 to 2005; Vice President of Real Estate for Kimco Realty Corporation, a real estate investment trust, from 1998 to 2004. Mr. Callan joined us in 2002, as a director, with significant experience in commercial leasing with a publicly traded REIT and thereafter served as a senior executive officer of another REIT. He brings to the board his leadership abilities, his expertise in acquiring, managing and owning a diverse portfolio of real estate assets and his extensive knowledge of our company based on his 18 years and 16 years as our president and chief executive officer, respectively.

Edward Gellert 58 Years			Director since December 2020; Senior Vice President since 2023, and since 2018, Vice President and Managing Director for Commercial Real Estate Debt Investments at Alliance Bernstein; Director of AB Commercial Real Estate Private Debt Fund, LLC since 2021. From 2004 through 2006, he served as portfolio manager, and from 2007 through 2018, he served as senior portfolio manager directing the investment activities of the Avenue Real Estate Strategy at Avenue Capital Group. From 2015 through 2017, he served as Chairman, President and Chief Executive Officer of ACRE Realty Investors, Inc., an NYSE MKT listed company focused on commercial real estate investments. From time-to-time from 1988 to 2001, he served in various capacities with Argent Ventures, Amroc Investments and BRT Realty Trust, predecessor to BRT Apartments Corp. Mr. Gellert also founded EDGE Partners in 2001, where he has served as a co-managing member of joint-venture entities that have developed, repositioned and owned over 1.2 million square feet of properties. Mr. Gellert contributes to our board his more than 30 years of real estate experience, including experience with respect to investments, portfolio and asset management, lending, distressed-focused investing, restructurings, deal sourcing and the management, operation and development of real estate assets.

Fredric H. Gould 89 Years			Vice Chairman since June 2013, Chairman from 1989 through June 2013, Chief Executive Officer from 1999 to 2001 and from 2005 to 2007. From 1997 through 2013, Chairman of Georgetown Partners. Since 1984, a director of, and from 1984 through 2013, Chairman of the Board of BRT Apartments; Sole stockholder of Majestic for more than the past five years. Director of EastGroup Properties, Inc., a NYSE listed real estate investment trust engaged in the acquisition, ownership and development of industrial properties, from 1998 through 2019. He is the father of Matthew J. Gould and Jeffrey A. Gould. Mr. Gould brings to our board his extensive knowledge of our company and his expertise in business, finance,

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Name and Age			Principal Occupation For The Past Five Years and other Directorships or Significant Affiliations
			real estate, tax and accounting matters gained from his more than 50 years of experience in the real estate and finance industries, including his service as the chief executive officer of publicly traded REITs, as a director and a member of the loan committee of two savings and loan associations, and as a director of four publicly traded REITs.

Jeffrey A. Gould 59 Years			Director since 1999, Vice President from 1989 to 1999 and Senior Vice President since 1999; Since 1996, President, since 1997, Director, from 1996 through 2001, Chief Operating Officer, and since 2002, Chief Executive Officer of BRT Apartments, a NYSE listed REIT that owns and operates multi-family properties. Since 1996, Senior Vice President and since 2013, director/manager of Georgetown Partners. Mr. Gould has spent his entire career in the real estate business. His principal activity for more than the past 18 years has been first as chief operating officer and then as chief executive officer of BRT Apartments. He brings to the board his many years of service as chief executive officer of an NYSE listed REIT, his extensive knowledge of our company, and his expertise in a wide range of real estate related matters.

Leor Siri 52 Years			Director since 2014; Since 2023, Chief Financial Officer of Rosen Equities, a privately held real estate development and management consortium; From 2014 through 2023, a member of the Management Committee of Silverstein Properties, Inc., a privately held full service real estate development, investment and management firm (“Silverstein”); From 2021 through 2023, Executive Vice President and Treasurer and from 2014 through 2021, Chief Financial Officer of Silverstein; Chief Financial Officer of Ian Schrager Company from 2013 to 2014; Chief Financial Officer and member of the Executive Investment Committee of Seavest Inc., from 2011 to 2013; Chief Accounting Officer, Treasurer and Director of Elad Group, Ltd. from 2006 to 2011; From 1996 to 2006, served in various capacities (including senior manager) at E&Y. Mr. Siri’s background as a certified public accountant at a Big Four accounting firm and his experience as chief financial officer of several highly regarded real estate companies equip him with an understanding of financial reporting requirements that contributes to his ability to carry out his responsibilities as a director, including his responsibilities as chair of our audit committee and as our audit committee financial expert.

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HIGHLIGHTS OF OUR COMPENSATION PROGRAM AND GOVERNANCE PRACTICES

The following features of our executive compensation and corporate governance programs are evidence of our commitment to good corporate governance and compensation practices – we encourage you to read the more detailed information set forth herein:


				WHAT WE DO
	✔			Use rigorous performance goals. Only 76% of the RSUs awarded to our executive officers from 2022 through 2024 would have vested as of December 31, 2024, demonstrating the rigorous conditions established for our equity incentive awards.

	✔			Emphasize equity awards as a significant portion of the performance/incentive component of compensation. The grant date fair value of long-term equity awards (i.e., the restricted stock awarded in 2025 for 2024 performance) and equity incentive awards (i.e., the RSUs awarded in 2024; the long-term equity awards and equity incentive awards are referred to collectively as the “Equity Awards”), accounted for 89.0% and 88.8% of the performance/incentive based component of compensation awarded to Messrs. Callan and Ricketts, respectively, in 2024.

	✔			Equity awards as a significant component of annual base compensation. In 2024, the grant date fair value of Equity Awards, as a percentage of base annual compensation (i.e., salary, cash bonus and the grant date fair value of the Equity Awards), were 41.0% and 46.6% for Messrs. Callan and Ricketts, respectively.

	✔			Mitigate undue risk in compensation programs. The executive compensation program includes features that reduce the possibility of our executive officers, either individually or as a group, making excessively risky business decisions that could maximize short-term results at the expense of longer-term value

	✔			Balance of short-term and long-term incentives. Our incentive programs provide an appropriate balance between shorter and longer-term incentives.

	✔			Capped equity award payouts. The number of shares that can be earned pursuant to Equity Awards are capped.

	✔			Independent compensation committee. Our compensation committee is comprised entirely of independent directors and it oversees risks with respect to our compensation practices.

	✔			Clawback policy. We are entitled to recoup compensation or cause the forfeiture of compensation as more fully described under “Governance of the Company — Clawbacks.”

	✔			Stock ownership guidelines. All of our named executive officers and non-management directors own a meaningful amount of our stock as required by these guidelines — see “Governance of the Company — Stock Ownership Guidelines.”

	✔			Diversity; Responsiveness to Stockholder’s Corporate Governance Comments. We are responsive to comments and concerns raised by our stockholders. In response to comments raised by stockholders regarding board diversity, we added a highly qualified woman, Karen A. Till, to our board. Ms. Till has served as director since 2019 and serves as a member of the audit and nominating committees.

	✔			Board refreshment. As a result of our board refreshment activities, our independent directors have served for a median of ten years.

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				WHAT WE DON’T DO

	✘			No employment agreements. None of our officers have employment agreements. Employment of all of our full-time executive officers is “at will.”

	✘			No severance arrangements. There are no severance or similar arrangements for our executive officers, other than accelerated vesting of shares of restricted stock and RSUs upon the occurrence of specified events (e.g., death, disability, retirement or change of control).

	✘			No golden parachute tax gross-ups. There are no excise tax gross ups or similar arrangements for our executive officers.

	✘			No dividends on unearned equity incentive awards. No dividends are paid on our RSUs except to the extent that the underlying shares are earned.

	✘			No multi-year or guaranteed bonuses or equity grants. We do not pay guaranteed bonuses to anyone and currently have no guaranteed commitments to grant any equity-based awards.

	✘			No costly defined benefit pension or supplemental retirement plans. We do not provide costly retirement benefits to our executive officers that reward longevity rather than contributions to our performance.

	✘			No hedging policy. We prohibit our directors, officers, employees and others from engaging in hedging or short sales involving our shares — see “Governance of the Company — Policy Prohibiting Hedging of our Securities.”

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EXECUTIVE COMPENSATION

Compensation Program

We describe below our compensation objectives, policies and decisions as applied to the compensation provided by us in 2024 to the “named executive officers” identified below under “ — Named Executive Officers”. This discussion focuses on the information contained in the compensation tables appearing herein, but also describes our historic compensation structure to enhance an understanding of our executive compensation program.

Smaller Reporting Company

We are a “smaller reporting company”, and as such, we are permitted to disclose executive and other compensation and certain other information in accordance with Items 402(l) –(r) of Regulation S-K (the “Smaller Company Reporting Requirements”). Pursuant to these provisions, among other things, we are generally only required to provide compensation information with respect to our chief executive officer (i.e., Mr. Patrick J. Callan, Jr.) and the next two highest paid executive officers (i.e., Mr. Lawrence G. Ricketts, Jr. and Matthew J. Gould) and are not required to provide certain tabular data (e.g., the “Grant of Plan Based Awards Table” and the “Option Exercises and Stock Vested Table”). To the extent we disclose more information than is required to be disclosed by Smaller Company Reporting Requirements (and we disclaim any obligation to disclose such additional information now and in the future), we view such additional information as supplemental, and provide it in the possibility that some stockholders or other readers of this document may find it of interest. The supplemental information we provide is not as extensive as, and may not correspond to, the information required to be provided by larger companies or companies that are not eligible to use the smaller company or other similar scaled reporting frameworks.

Background

We have two categories of officers: (i) officers who devote their full business time to our affairs; and (ii) officers who devote their business time to us on a part-time basis. Our full-time officers and employees are compensated directly and solely by us. Except for Equity Awards and our payment of the chairman’s and vice chairman’s fee, substantially all of our part-time executive officers and employees are compensated, directly or indirectly, by Majestic which, pursuant to the C&SA, provides us with (i) certain executive, administrative, legal, accounting, clerical, property management, property acquisition and consulting (i.e., sale, leasing, mortgage financing and construction supervisory) services and (ii) certain facilities and other resources (collectively, the “Services”). See “Certain Relationships and Related Party Transactions.”

Substantially all of our full-time and part-time executive officers and other employees, including employees of “affiliates” of ours who perform services for us on a part-time basis, receive Equity Awards approved by, or pursuant to authority delegated by, the compensation committee. We refer to certain entities as “affiliates” of ours because such entities share with us certain executive personnel and/or ownership. The use of such term does not constitute an acknowledgement that such entities are affiliates (as such term is used in the Securities Act of 1933, as amended, or the Exchange Act) of ours or of one another.

Named Executive Officers

Pursuant to the Smaller Company Reporting Requirements, our named executive officers for 2024 are Patrick J. Callan, Jr., President and Chief Executive Officer, Lawrence G. Ricketts, Jr., Executive Vice President and Chief Operating Officer, both of whom devote their full-time to our affairs, and Matthew J. Gould, Chairman of our Board, who devotes time to us on a part-time, as-needed basis.

In addition, as noted above under “— Smaller Reporting Company”, we are, on a supplemental basis, providing information regarding Jeffrey A. Gould, Senior Vice President, and Isaac Kalish, Senior Vice President and Chief Financial Officer, each of whom devotes time to our affairs on a part-time, as needed, basis. Except as otherwise indicated or the context otherwise requires, for ease of reference, we refer to Messrs. Callan, Ricketts, M. Gould, J. Gould and I. Kalish collectively as “named executive officers”.

The Role of Say-on-Pay Votes

In reviewing our compensation practices and determinations and in approving base salaries and perquisites for 2024, the compensation committee was aware of the results of our June 2023 “say-on-pay” vote in which 81.5% of the shares that voted on such proposal voted to approve our executive compensation determinations and

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practices. In approving the bonuses and equity awards for 2024 performance, the compensation committee was aware of the results of our June 2024 “say-on-pay” vote (as well as the June 2023 “say-on-pay” vote) in which 93.9% of the shares that voted on such proposal voted to approve our executive compensation determinations and practices. The compensation committee viewed such results as supportive of our compensation practices and determinations.

Objectives of our Compensation Program

The principal objectives of our compensation program for full-time executive officers are to: (a) retain highly experienced officers who have worked together for a long time and contribute to our success, (b) motivate these officers to contribute to the achievement of our success, (c) ensure that the total compensation paid to such officers is fair and competitive both internally (i.e., within our company), and externally (i.e., with respect to our peers) and (d) align the interests of these executives and our stockholders. The compensation committee believes that relying on these principles will permit us to retain and motivate these officers.

With respect to our part-time executive officers, the compensation committee must be satisfied that such officers provide us with sufficient time and attention to meet our needs and perform their duties on our behalf. The compensation committee believes that (i) using the services of officers with diverse skills on a part-time basis enables us to benefit from a greater degree of executive experience and competence than an organization of our size could otherwise afford and (ii) our part-time executive officers perform valuable services on our behalf, devote sufficient time and attention to our business needs, are able to meet our needs fully and perform their duties effectively.

Compensation Setting Process

Full-time Executive Officers

We determine compensation for our full-time named executive officers on a case-by-case basis and our compensation decisions include subjective determinations. We do not use formal quantitative performance targets to determine compensation, except with respect to RSUs, which are equity-based incentive awards that vest upon satisfaction of market and/or performance-based conditions. Base salaries are determined immediately preceding the year in which such salaries are to be paid, cash bonuses, which have been paid for the past several years pursuant to the Performance-based Cash Bonus Program further described under “ — Components of Executive Compensation — Bonus” are determined at the end of the year in which services are rendered and paid in the following year, restricted stock is awarded for service in a particular year and granted in the following year, and RSUs are granted annually in June/July of each year as an additional three-year performance incentive.

Part-time Executive Officers

We believe that using part-time officers pursuant to the C&SA enables us to benefit from access to, and the services of, a group of senior officers with experience and knowledge in real estate matters (including acquisitions, dispositions, operations, management and finance, legal, accounting and tax matters) that an organization our size could not otherwise afford. The compensation, if any, paid to our part-time officers by Majestic and/or its affiliates for services on our behalf is determined by one or more of Matthew J. Gould, Jeffrey A. Gould and Fredric H. Gould, in their capacity as officers of such entities, in consultation with certain of our part-time senior executive officers.

Our part-time executive officers, including our Chairman and Vice Chairman, also receive compensation from other business entities, several of which are owned or controlled by one or more of Fredric H. Gould, Matthew J. Gould or Jeffrey A. Gould, for services rendered to such entities.

Components of Executive Compensation

Full-time Executive Officers

The principal elements of our compensation program for our full-time officers are:

•	base salary;

•	annual cash bonus;

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•	long-term equity awards in the form of restricted stock and long-term equity incentive awards in the form of RSUs; and

•	benefits and perquisites (e.g., contributions to our defined contribution plan, additional disability insurance, an automobile allowance and automobile maintenance and repairs).

Base salary and annual bonus are cash-based, while long-term equity awards and long-term equity incentive awards consist of restricted stock awards and RSUs, respectively. In determining compensation, the compensation committee does not have a specific allocation goal between cash and equity-based compensation though the committee generally desires that base salary and cash bonuses (except to the extent based on the attainment of performance criteria), should decrease over time as a percentage of total compensation and long-term equity and other incentive awards should increase as a percentage of total compensation.

Part-time Executive Officers

In 2024, except for the $325,512 and $130,205 we paid the chairman and vice chairman of our board, respectively, the only form of direct compensation we provided our part-time executive officers was the granting of long-term equity and equity incentive awards in the form of restricted stock and RSUs, respectively. For services rendered to us, our part-time executive officers are compensated by Majestic, which was paid $3,322,000 (excluding $336,000 as reimbursement for our share of direct office expenses) in 2024 pursuant to the C&SA. Seven executive officers are compensated by Majestic for providing services to us on a part-time basis.

Base Salary

Base salary is the basic, fixed form of compensation for the job an officer performs and provides each officer with a guaranteed annual income.

Full-time Executive Officers: Any increase in base salary is determined on a case-by-case basis, is not formula based and is based upon, among other considerations, (i) our performance in the preceding year, (ii) such officer’s current base salary, (iii) amounts paid by other similarly situated REITs for officers performing substantially similar functions, (iv) years of service, (v) job responsibilities, (vi) the individual’s performance, (vii) the cost of retaining talented executives in the New York City region, and (viii) the recommendations of the Chairman and/or Vice Chairman of the board and other senior executive officers. Base salary is generally determined the month before the beginning of the calendar year in which such base salary is to take effect.

Part-time Executive Officers: Our part-time officers are compensated by Majestic and/or its affiliates. The annual fee paid to Majestic is approved by the audit and/or compensation committee(s). Other than equity award determinations, our board and its committees are not involved in determining the compensation of these officers.

Bonus

Full-time Executive Officers: We provide the opportunity for our full-time officers to earn an annual cash bonus. We provide this opportunity both to reward our personnel for past performance and to motivate and retain them. We recognize that annual bonuses are almost universally provided by our competitors. In view of the fact that only two of our named executive officers devote their full-time to our affairs, annual cash bonuses for such named executive officers are recommended on a case-by-case basis by our chairman of the board and/or vice chairman to the compensation committee. Our performance-based cash bonus program, which we refer to as the “Performance-based Bonus Program,” provides that cash bonuses are to be based on funds from operations, adjusted funds from operations, tenant occupancy rate, the overall management of our portfolio and discretionary factors. Discretionary factors include total revenues, rental income, net income, dividends paid to stockholders, investor relations activities, and subjective considerations. No specific quantitative targets are established in advance of the applicable year for which a bonus will be paid and the amount of such bonus is based on highly subjective considerations. These bonuses are generally determined at the end of the year for which such bonus is awarded and is generally paid in the beginning of the following year.

Part-time Executive Officers: We do not provide any cash bonuses to our chairman, vice chairman or other part-time named executive officers and our board and its committees are not involved in determining the bonuses paid to part-time officers.

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Long-term Equity and Long-term Equity Incentive Awards

We provide the opportunity for our full-time and part-time officers to receive long-term equity (i.e., restricted stock) and long-term equity incentive awards (i.e., RSUs). These compensation programs are designed to recognize responsibilities, reward performance, motivate future performance, align the interests of our officers with those of our stockholders and retain our officers. The compensation committee makes determinations with respect to the grant of equity awards for all our officers and employees except to the extent that it, in accordance with applicable law, delegates to one or more senior executives the authority to grant such awards to certain individuals (other than executive officers); in such case, the committee sets limits (and may impose such other limits as it deems appropriate) on the total number of such awards that may be granted pursuant to such delegated authority. In determining the long-term equity and long-term equity incentive compensation components, the compensation committee considers all factors it deems to be relevant, including the performance of our named executive officers. Existing stock ownership levels are not a factor in award determinations. As of December 31, 2024, all outstanding equity awards that had been granted were granted under our stockholder approved incentive plans. For purposes of this proxy statement, the RSUs granted in 2024, among other things, to incentivize future performance, are deemed to have been granted for 2024 performance.

As it has in previous years, in 2024, the compensation committee adopted an equity based long-term pay-for-performance incentive program (the “2024 Performance Plan”) pursuant to which we issued to 18 individuals, including our named executive officers, RSUs exchangeable for up to an aggregate of 88,250 shares of common stock. As described in further detail in the table below and “— Grant of Plan Based Awards During 2024,” these RSUs vest if and to the extent pre-established market (i.e., average of the annual total stockholder return) or performance (i.e., average of the annual return on capital) conditions are met through the June 30, 2027 measurement date. Further, with respect to RSUs that vest, recipients are entitled to an amount equal to the cash dividends that would have been paid in respect of the shares underlying such RSUs had such shares been outstanding during the three year measurement period (the “RSU Dividend Equivalents”). We use RSUs as an element of our equity incentive program with the expectation that in light of the three-year vesting period and the need to satisfy market and/or financial performance conditions, these awards will further align the interests of our executive officers with our stockholders and reward long-term market and financial performance.

The conditions that must be satisfied to earn the performance-based compensation are tied to the achievement of rigorous, sustained performance and/or market goals. As further described below, 50% of the award is based on return on capital (“ROC”) and 50% on total stockholder return (“TSR”). The specific goals and the other material terms and conditions of the 2024 Performance Plan are as follows:


Long–Term Equity Incentive Awards Performance Criteria	Weight	Minimum Performance Criteria⁽¹⁾	Maximum Performance Criteria⁽¹⁾
Return on Capital (ROC)	50%	Average of the annual ROC of at least 6%	Average of the annual ROC of 8.75% or greater
Total Stockholder Return (TSR)	50%	Average of the annual TSR of at least 6%	Average of the annual TSR of 11.0% or greater

(1)	If the average annual ROC or TSR falls between the applicable minimum and maximum performance criteria, a pro-rata portion of such units, as applicable, vest.

The RSUs granted during the three years ended December 31, 2024 are, as of such date, at the 76% level of the full payout of the performance objectives at which the RSUs vest (the extent to which the objectives for these awards are deemed to have been satisfied is determined in the manner described in Note 12 of our consolidated financial statements included in our Annual Report). See “— Grant of Plan Based Awards During 2024” for a more extensive description of the metrics applicable to the 2024 Performance Plan.

We do not have a formal policy with respect to whether equity compensation should be paid in the form of stock options, restricted stock or RSUs. We grant restricted stock awards which vest after five years of service and RSUs that vest after three years of service if, and to the extent, specified performance and/or market conditions are met. The compensation committee generally believes that restricted stock awards and RSUs are more effective than options in achieving our compensation objectives. Restricted stock has a greater retention value than options because of its five-year cliff vesting requirement and because before vesting, cash dividends are paid on all outstanding restricted stock as an additional element of compensation. Executive officers also

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realize value upon the vesting of restricted stock, with the value potentially increasing during the five-year vesting period if our stock price increases. RSUs provide an additional incentive component to equity-based awards in that the units only vest if, and to the extent, performance or market conditions are satisfied. Restricted stock and RSUs align the interests of our officers with our stockholders and because fewer shares are normally awarded than in connection with the grant of options, they are potentially less dilutive.

Generally, our grants of restricted stock are made in January of each year in recognition of services provided for the prior year and the RSUs are granted in June/July of each year. We do not have a formal policy on timing these grants in connection with the release of material non-public information and in view of, among other things, the three-year and five-year cliff vesting requirements with respect to RSUs and restricted stock awards, respectively, we do not believe such a formal policy is necessary.

Executive Benefits and Perquisites

Full-time Officers: We provide our full-time officers with a competitive benefits and perquisites program. We recognize that similar benefits and perquisites may be provided at other companies with which we might compete for talent. We review our benefits and perquisites program periodically to ensure it remains fair to our officers and employees.

Part-time Officers: The perquisites afforded to these officers are provided by Majestic and its affiliates; our board and its committees are not involved in determining the perquisites paid to such officers.

Employment and Severance Agreements; Post-Employment Benefits; Change of Control

None of our named executive officers have employment or severance agreements with us. They are “at will” employees who serve at the pleasure of our board of directors.

We do not provide for any post-employment benefits to our named executive officers other than their entitlement to the benefits payable pursuant to our defined contribution pension plan and, as described below, the accelerated vesting of our restricted stock awards and RSUs as a result of death, disability, retirement or a change of control.

Generally, in the event of death, disability (i.e., the inability to engage in gainful activity due to a life threatening or long lasting mental or physical impairment) or retirement (i.e., the individual retires after having reached the age of 65 and worked for us for at least ten consecutive years), such person’s restricted stock vests fully and a pro-rata portion (based on, among other things, the amount of time between the grant and the triggering event) of their RSUs will vest if and to the extent the applicable performance or market conditions are met as of the completion of the applicable three year performance cycle. In addition, upon a change of control, the (i) shares of restricted stock vest fully and (ii) the RSU’s vest fully if such change occurs 18 months after the beginning of the applicable performance cycle ( the “Cycle Mid-Point”) and, if such change occurs on or prior to the Cycle Mid-Point, a pro-rata portion (based on, among other things, the amount of time between the grant and such triggering event) of such RSUs vests, in each case without regard to satisfaction of market or performance conditions.

Subject to the specific terms and conditions of the applicable plan and award agreement, a change of control is generally deemed to occur if (i) any person, with specified exceptions, becomes the “beneficial owner” of securities representing 25% or more of the combined voting power of our then outstanding securities, (ii) a business combination or sale of all or substantially all of our assets is completed or (iii) there is a change in the composition of a majority of our board of directors, other than changes approved by incumbent directors. See “ — Potential Payments Upon Termination or Change-in-Control.”

Compensation of Part-Time Named Executive Officers

In 2024, we paid Majestic $3,322,000 (excluding $336,000 of office expenses), of which approximately 32.7% was allocated to our part-time named executive officers. (The amounts actually paid to such officers by Majestic were substantially less than the amounts allocated to such officers by Majestic). The compensation paid to these part-time named executive officers is variable/incentive pay and is based on the determinations of one or more of Fredric H. Gould, Matthew J. Gould and Jeffrey A. Gould. See “Certain Relationships and Related Transactions.” In making such determinations, Messrs. F. Gould, M. Gould and J. Gould take into account,

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among other things, Majestic’s profitability and the contribution of each individual performing services on Majestic’s behalf on both an absolute and relative basis (i.e., in comparison to the other individuals performing services on Majestic’s behalf). Such determinations are highly subjective.

Compensation of the Chairman and Vice Chairman of the Board

In 2024, we paid our chairman and vice-chairman $325,512 and $130,205, respectively, and in 2025 we intend to pay them, $338,532 and $135,413, respectively, for serving in such capacities. These officers did not receive any additional direct compensation from us in 2024 other than equity-based awards (i.e., restricted stock and RSUs). Any additional compensation received by them for services rendered to us is paid to them by Majestic. For additional information regarding compensation of these officers, see “Summary Compensation Table” and “Certain Relationships and Related Transactions.”

Analysis

Summary

The following base salaries, bonuses and equity awards were approved for our full-time named executive officers for 2024 and 2023:


	Base Salary			Cash Bonus			Equity Grants
Name	2024 ($)	2023 ($)	% Change	2024 ($)⁽²⁾	2023 ($)⁽²⁾	% Change	2024 ($)⁽³⁾	2023 ($)⁽⁴⁾	% Change
Patrick J. Callan, Jr.⁽¹⁾	1,001,255	962,745	4.0	94,348	91,690	2.9	759,816	642,102	18.3
Lawrence G. Ricketts, Jr.⁽¹⁾	610,428	586,950	4.0	75,000	70,000	7.1	596,996	507,206	17.7

(1)	Messrs. Callan’s and Ricketts’ base salaries for 2025 are $1,061,330 and $647,054, respectively.

(2)	Reflects the cash bonuses paid in recognition of performance for such year, which are paid in the following year.

(3)

Represents the aggregate grant date fair value of the shares of restricted stock granted in 2025 for 2024 performance and the RSUs granted in 2024. Messrs. Callan and Ricketts were granted (i) in 2025, for 2024 performance, 22,000 and 17,175 shares of restricted stock, respectively, and (ii) in 2024, 15,000 and 12,000 RSUs, respectively.

(4)

Represents the aggregate grant date fair value of shares of the restricted stock granted in 2024 for 2023 performance and the RSUs granted in 2023. Messrs. Callan and Ricketts were granted (i) in 2024, for 2023 performance, 21,750 and 17,100 shares of restricted stock, respectively, and (ii) in 2023, 15,000 and 12,000 RSUs, respectively.

Base Salary and Bonus

In determining 2024 base salaries, the compensation committee determined in late 2023, that increases in base salaries for Messrs. Callan and Ricketts were appropriate in recognition of their performance in 2023 and as a general cost of living increase.

In determining cash bonuses for 2024, the compensation committee took into account the factors contemplated to be considered pursuant to our “Performance-based Cash Bonus Program” — it considered funds from operations, adjusted funds from operations, the three properties acquired in 2024 for approximately $44.7 million, the 12 assets sold in 2024 for an aggregate net gain of approximately $18.0 million, and the overall management of our real estate portfolio (e.g., negotiating lease amendments with tenants and ensuring that we maintain a high occupancy rate). In its consideration of the management of the portfolio, the committee, among other things, took into account Messrs. Callan’s and Ricketts efforts and accomplishments with respect to the negotiation and execution of approximately 27 leases (including amendments, renewals and extensions) with respect to over one million square feet and our physical occupancy rate in excess of 99% in December 2024.

Long-term Equity and Equity Incentive Awards

We believe that our long-term equity and equity incentive compensation programs, using RSUs that vest after three years subject to satisfaction of market or performance-based conditions, and restricted stock awards with five-year cliff vesting, provide an appropriate incentive for our executive officers and are a beneficial retention tool. In determining the awards to be granted to the named executive officers, the compensation committee took into account our performance in 2024, the responsibilities and performance of each named executive officer and the committee’s desire to continue to emphasize equity-based awards as a significant component of total compensation for our full-time named executive officers while minimizing stockholder dilution.

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We believe the cumulative effect of the restricted stock awards and RSUs is not overly dilutive and has created significant incentives for our officers and employees. We intend to continue to award restricted stock and RSUs as we believe such awards (i) align management’s interests and goals with stockholders’ interests and goals and (ii) are an excellent motivator and employee retention tool.

RSUs

In July 2024 and June 2023, we granted our named executive officers RSUs exchangeable for up to an aggregate of 45,000 shares and 44,000 of common stock, respectively. In evaluating the proposed awards, we placed greater emphasis on the quantity of shares granted rather than their grant date accounting value (on which we place limited, if any value), because the quantity of shares subject to the awards is a significantly greater incentive than the grant date accounting value of such awards, which value may never be realized.

Restricted Stock Awards

In 2025, we awarded 70,675 shares of restricted stock to our named executive officers for their performance in 2024, and in 2024, we awarded 70,350 shares of restricted stock to such officers for their performance in 2023. In evaluating these awards, we placed greater emphasis on the quantity of shares awarded rather than their grant date accounting value because the (i) grant date accounting value may never be realized as these shares vest in five years and their value at such future time is unknowable and (ii) anticipated dividends payable with respect to these awards are a more important retention feature than the unknown market value of the shares in five years.

Perquisites

Generally, the perquisites we provide to our full-time named executive officers represent a small percentage of the compensation paid by us to these officers. We believe that such perquisites are appropriate.

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Summary Compensation Table

The following table lists the annual compensation for the periods indicated of our Chief Executive Officer, each individual who served during 2024 as our Chief Financial Officer, and our three other named executive officers in 2024:


Name and Principal Position	Year	Salary ($)	Bonus ($)⁽¹⁾	Stock Awards ($)⁽²⁾	All Other Compensation ($)⁽³⁾	Total ($)
Patrick J. Callan, Jr. President and Chief Executive Officer⁽⁴⁾	2024	1,001,255	94,348	668,176	82,065⁽⁸⁾	1,845,844
	2023	962,745	91,690	652,760	74,107	1,781,302
	2022	916,890	91,690	971,731	132,498	2,112,809
Isaac Kalish Senior Vice President and Chief Financial Officer⁽⁵⁾⁽⁶⁾	2024	—	—	228,134	165,616⁽⁹⁾	393,750
	2023	—	—	167,437	160,177	327,614
Lawrence G. Ricketts, Jr. Executive Vice President and Chief Operating Officer⁽⁴⁾	2024	610,428	75,000	528,050	63,552⁽¹⁰⁾	1,277,030
	2023	586,950	70,000	515,585	63,305	1,235,840
	2022	559,000	70,000	767,259	56,388	1,452,647
Matthew J. Gould Chairman of the Board⁽⁵⁾	2024	325,512⁽⁷⁾	—	345,164	460,598⁽⁹⁾	1,131,274
	2023	312,992	—	310,366	479,979	1,103,337
	2022	312,992	—	463,111	448,806	1,224,909
Jeffrey A. Gould Senior Vice President⁽⁵⁾	2024	—	—	345,164	460,598⁽⁹⁾	805,762
	2023	—	—	310,366	479,979	790,345
	2022	—	—	463,111	448,806	911,917

(1)	Reflects bonuses paid in 2025, 2024 and 2023 for services rendered in 2024, 2023 and 2022, respectively.

(2)

Represents RSUs and restricted stock granted in 2024, 2023 and 2022 at the grant date fair value of such awards calculated in accordance with Item 402 of Regulation S-K and ASC Topic 718. These amounts do not correspond to the actual values that will be realized by the named executives. Grant date fair value assumptions are consistent with those disclosed in Note 11 — Stockholders’ Equity – Stock Based Compensation, in the consolidated financial statements included in our Annual Report. See “ — Grant of Plan Based Awards During 2024” for additional information as to the grant date fair value of the RSUs. On January 14, 2025, we granted: (a) 22,000 and 17,175 shares of restricted stock to Messrs. Callan and Ricketts, respectively, with a grant date fair value of $561,440 and $438,306, respectively; (b) 7,500 shares of restricted stock to I. Kalish, with a grant date fair value of $191,400; and (c) 12,000 shares to each M. Gould and J. Gould, each with a grant date fair value of $306,240.

(3)	Excludes dividends and dividend equivalents paid or payable on stock and similar awards as such amounts are reflected in the grant date fair value of such awards.

(4)	All compensation received by Messrs. Callan and Ricketts is paid solely and directly by us.

(5)

Other than the Equity Awards granted this person and the fees paid to Matthew J. Gould for serving as Chairman: (a) we did not pay, nor were we allocated, any portion of such person’s base salary, bonus, defined contribution plan payments or perquisites in 2024, 2023 and 2022; and (b) the services of these individuals are provided to us pursuant to the C&SA.

(6)	Isaac Kalish has served as chief financial officer since June 13, 2023.

(7)	This amount was previously reported in this proxy statement as compensation for the Chairman of the Board of Directors under “Governance of the Company — Compensation of Directors.”

(8)

Includes a $51,750 contribution to our defined contribution plan and perquisites aggregating $30,315, of which $24,390 represents an automobile allowance and related insurance, maintenance, and repairs and $5,925 represents the annual premium for additional disability insurance. Approximately $1.6 million has accumulated for this individual pursuant to our defined contribution plan.

(9)	Represents the amounts Majestic allocated to such person for services he performed on our behalf and does not represent the amount paid to such person for such services. See “Executive Compensation — Compensation Program” and “Certain Relationships and Related Transactions.”

(10)	Includes a contribution of $51,750 to our defined contribution plan and perquisites of $11,802, representing an automobile allowance and related expenses. Approximately $2.0 million has accumulated for this individual pursuant to our defined contribution plan.

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Grant Of Plan Based Awards During 2024

The following table summarizes information regarding awards of restricted stock and RSUs granted in 2024 pursuant to our 2022 Incentive Plan:

Name

New Term to
Expire at
Annual Meeting
in

Matthew J. Gould

J. Robert Lovejoy

Karen A. Till

SEC Form DEF 14A filed by One Liberty Properties Inc.