📝 What This Document Is 📜

This is a Definitive Proxy Statement (DEF 14A). Think of it as a comprehensive instruction manual and rulebook for an annual stockholders' meeting. Companies use this document to tell their shareholders exactly what decisions they will vote on, who the directors are, and how the company is governed.

👉 Why it matters: If you are a shareholder, this document details your rights and provides the necessary information to cast an informed vote on the most important decisions, such as electing board members or approving executive pay.

🗓️ Annual Meeting Details and Voting Mechanics 🗳️

The annual meeting of stockholders is scheduled for Tuesday, June 9, 2026, at the Company’s offices in Great Neck, NY. This meeting is where shareholders get to exercise their right to govern the company and vote on its direction.

• Record Date: Shareholders must be recorded as stockholders as of the close of business on March 16, 2026, to be eligible to vote.
• Shares Outstanding: As of the record date, there were 21,813,127 common shares of stock outstanding and entitled to vote.
• Voting Procedure: Shareholders have multiple ways to vote: online (www.voteproxy.com), by phone (1-800-PROXIES), or by mail. All votes must be received by 11:59 p.m. New York City time, on June 8, 2026.
• The Board's Recommendation: The Board of Directors recommends voting “FOR” the election of all nominees, approving the Say-on-Pay Proposal, and ratifying E&Y's appointment.

💼 Company Overview: What One Liberty Properties Does 🏰

One Liberty Properties, Inc. is a Maryland corporation that operates within the real estate industry. While the filing does not provide a detailed business model breakdown, it establishes the company as a significant player with a large board of experienced real estate executives.

👉 Why it matters: The strong focus on real estate expertise among the board members (many have decades of experience in property management and development) signals that the company’s core value and risk management are deeply tied to the physical property market.

📜 Core Governance and Board Structure 🏛️

The board of directors oversees the company and is responsible for setting its strategic direction and managing risks. The board is structured into three classes of directors (Class 1, Class 2, and Class 3) to ensure proper corporate governance and maintain stability.

• Leadership Structure: The company is led by Matthew J. Gould (Chairman), Fredric H. Gould (Vice Chairman), and Patrick J. Callan, Jr. (President and CEO). J. Robert Lovejoy is designated as the “Independent Lead Director.”
• Committee Oversight: The board divides its critical functions among specialized committees:
  • Audit Committee: Oversees financial reporting, internal controls, and liquidity risks.
  • Compensation Committee: Oversees executive pay, ensuring compensation programs do not encourage excessive risk-taking.
  • Nominating Committee: Handles the search and nomination of new directors.
• Independence: The board affirms that five directors—Charles Biederman, Edward Gellert, J. Robert Lovejoy, Leor Siri, and Karen A. Till—constitute approximately 56% of the board and are independent.

🗳️ Election of Directors (Proposal 1) 🏆

The annual meeting requires shareholders to elect three new Class 2 directors. The board recommends electing three specific nominees who are considered highly experienced in the real estate sector.

• Nominees for Election: The three nominees are Charles L. Biederman, Patrick J. Callan, Jr., and Jeffrey A. Gould, each serving until 2029.
• Why it matters: The depth of experience listed for these nominees—including decades working in REITs (Real Estate Investment Trusts), property development, and finance—is designed to assure shareholders that the company is led by industry veterans.

💰 Executive Compensation: The Say-on-Pay Proposal (Proposal 2) 📈

This is a non-binding, advisory vote on executive compensation for the 2025 fiscal year. While the vote is non-binding on the board, the company stated that the Compensation Committee and the Board will review the results and consider shareholder concerns in future decisions.

• Compensation Structure: Compensation is designed to be tied to both short-term and long-term performance.
  • Shares vs. Cash: A significant portion of compensation relies on equity awards (like Restricted Stock Units or RSUs) rather than just cash, aligning executive interests with shareholder returns.
  • Performance Link: The 2025 Performance Plan utilizes a mix of goals: 50% is based on Return on Capital (ROC), and 50% is based on Total Stockholder Return (TSR).
  • Minimum Targets: To vest, the average annual ROC must be at least 6%, and the average annual TSR must be at least 6%. (👉 Hitting higher targets is possible: ROC of 8.75% and TSR of 11.0%, respectively).
• No Guarantee: The program also includes a capped equity award payout, meaning there is a defined limit on how many shares can be earned, which limits potential payout increases.

💵 Director Compensation Pay Details 💸

Directors receive compensation through a mix of annual retainers and significant stock awards. The table shows the total compensation awarded to non-management directors for 2025.

• Board Committee Structure (2025): The annual retainers are structured by committee:
  • Committee Service: $12,400 (Board) + $6,200 (Audit) + $6,200 (Compensation)
  • Total Non-Management Retainer: $45,000
• Leadership Pay: The Chairman’s annual retainer was $338,532 (with a planned increase to $352,073 in 2026).
• Non-Management Director Compensation (2025): The payments for cash fees and stock awards for the named directors were:
  • Charles Biederman: Total compensation was $158,220 (Cash: $68,900 + Stock: $89,320).
  • J. Robert Lovejoy: Total compensation was $190,420 (Cash: $101,100 + Stock: $89,320).
  • Edward Gellert: Total compensation was $144,520 (Cash: $55,200 + Stock: $89,320).

📊 Compensation & Pay Benchmarking Metrics 🧑‍💼

The filing provided two critical metrics required by law (Dodd-Frank Act) that allow investors to compare executive pay to general employee pay and company performance.

Pay Ratio (CEO vs. Median Employee)

This ratio compares the total compensation of the CEO to the median total compensation of all other employees.

• 2025 Ratio: The CEO’s annual total compensation was $2,009,253. The median annual total compensation of all other employees was $365,743.
• The Ratio: The CEO's annual total compensation was approximately 5.5 times that of the median employee.
• Why it matters: This is a public measure used to gauge how compensation is allocated across the company. Investors use this to judge if executive pay is justified by performance.

Pay Versus Performance

This table links the compensation (total and actually paid) to financial outcomes (Net Income) and market outcomes (Total Stockholder Return, or TSR).

• 2025 Data:
  • Total for CEO (PEO): $2,009,253.
  • Compensation Actually Paid to CEO: $1,021,205 (a reduction from the reported total, likely due to performance failures).
  • Average Compensation Actually Paid to NEOs (Group): $495,090.
  • Net Income: $115.77 million.
  • TSR Value of Initial $100 Investment: $25.50.
• The Trend (2023 to 2025): Although Net Income has shown improvement (2023: $29.6M $\rightarrow$ 2025: $115.77M), the "Compensation Actually Paid" to the CEO declined significantly from 2024 ($2,788,723) to 2025 ($1,021,205).
• Why it matters: This demonstrates that compensation is not simply based on profitability. If performance falls short (as seen in 2025), the actual compensation paid to the CEO drops sharply, even if the reported potential payout was high.

🧑‍⚖️ Potential Payments Upon Change of Control 🛡️

This table outlines the value of unvested equity awards that would vest if the company underwent a major change of control (e.g., a buyout or sale of assets).

• Measurement Date: The values are calculated using the closing stock price of $20.29 per share as of December 31, 2025.
• Key Takeaway: The massive amounts of vested equity (e.g., Patrick J. Callan, Jr.'s unvested restricted stock worth $2,211,610) mean that executive compensation is heavily structured to reward the company specifically if a major acquisition or sale occurs.

⚖️ Governance Details and Ethical Standards ✨

The company has adopted detailed internal policies to guide behavior and manage risk. These policies show a commitment to robust governance.

• Conduct Code: The company has a formal Code of Business Conduct and Ethics that governs the behavior of all directors, officers, and employees. This code covers major topics like conflicts of interest and compliance with laws.
• Insider Trading: The company has policies and procedures in place to prevent insider trading and prohibits its directors, officers, and employees from engaging in hedging or short sales involving the company's shares.
• Clawbacks: The company reserves the right to "recoup compensation or cause the forfeiture of compensation" if misconduct occurs, ensuring that executives cannot benefit if they acted improperly.

📧 Key Contact Information and Next Steps ☎️

If shareholders have questions about the meeting or the proxy materials, they have several direct ways to reach the company.

• Company Address: 60 Cutter Mill Road, Suite 303, Great Neck, NY 11021.
• General Contact: Shareholders can call (516) 466-3100.
• Proxy Services: Specific voting instructions and contact points are provided for the transfer agent, Equiniti Trust Company, LLC, and for the Corporate Secretary.
• Investor Reports: The Annual Report on Form 10-K for the year ended December 31, 2025, is available by mail or online at www.1liberty.com.

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🧠 The Analogy 🏰

Think of a Proxy Statement like preparing for a very formal shareholder "Town Hall Meeting." The company isn't just handing out notes; they are handing out a legal constitution for the year. They are saying, "This is who we are, this is how we are run, and these are the three things we need you to vote on." The detailed compensation sections are like showing you the paycheck, but instead of just salary, they are also showing you the rules for bonuses (based on performance) and what happens if the company gets sold (the "change of control" payout).

🧩 Final Takeaway 💡

OLP is seeking shareholder approval on foundational matters, especially executive pay and board elections. The compensation structure heavily emphasizes linking payouts to tangible performance milestones (ROC/TSR) and major corporate events (M&A), ensuring executive interests are aligned with—and dependent on—strong shareholder returns.