ONE LIBERTY PROPERTIES INC

Summary

The following base salaries, bonuses and equity awards were approved for our full-time named executive officers for 2023 and 2022:

Base Salary and Bonus

In determining 2023 base salaries, the compensation committee determined in late 2022, which determination was subsequently ratified by the board, that increases in base salaries for Messrs. Callan and Ricketts were appropriate in recognition of their performance in 2022 and as a general cost of living increase.

In determining cash bonuses for 2023, the compensation committee took into account the factors to be considered pursuant to our Performance-based Cash Bonus Program — it considered funds from operations, adjusted funds from operations, the property acquired in 2023 for approximately $13.4 million, the 11 properties (including an out-parcel) sold or to be sold in 2023 for an aggregate net gain of approximately $17 million, and the overall management of our real estate portfolio (e.g., negotiating lease amendments with challenged 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 28 leases (including amendments, renewals and extensions) and our physical occupancy rate in excess of 98% in November 2023.

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 2023, 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.

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 June 2023, we granted our named executive officers RSUs exchangeable for up to an aggregate of 49,500 shares of common stock the same number of RSUs granted to them in 2022. In evaluating the proposed awards, we placed greater emphasis on the quantity of shares granted rather than their grant date accounting 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 2024, we awarded 77,850 shares of restricted stock to our named executive officers for their performance in 2023, and in 2023, we awarded 76,360 shares of restricted stock to such officers for their performance in 2022. Although the grant date market value of such awards was less than the grant date market value of the awards granted in the prior year, 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 officers represent a small percentage of the compensation paid by us to these officers. We believe that such perquisites are appropriate.