ONE LIBERTY PROPERTIES INC

Summary

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

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.

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.