DEF 14A of Postal Realty Trust, Inc.
Filed Apr 2, 2025 · FY20240001140361-25-011887
PROPOSAL NO. 1. ELECTION OF DIRECTORS
PROPOSAL NO. 1. ELECTION OF DIRECTORS Our Bylaws provide that the number of directors shall be fixed by resolution of the Board of Directors, provided that there shall never be less than the minimum number required by Maryland law, nor more than 15. The Board of Directors has fixed the number of directors at five. All directors are elected until the next annual meeting of stockholders and until their successors are duly elected and qualify. Each nominee served on the Board of Directors as of the date hereof and no other director served on the Board of Directors in 2024. The Board of Directors, upon the recommendation of its Corporate Governance and Compensation Committee, has nominated Patrick R. Donahoe, Barry Lefkowitz, Jane Gural-Senders, Anton Feingold and Andrew Spodek for election at the Annual Meeting for a term to expire at the annual meeting of stockholders in 2026 and until their successors are duly elected and qualify.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED IN PROPOSAL NO. 1. It is the intention of the persons named in the enclosed proxy, in the absence of a contrary direction, to vote for the election of all of the nominees named in Proposal No. 1. Should any of the nominees become unable or refuse to accept nomination or election as a director, the persons named as proxies intend to vote for the election of such other person as the Corporate Governance and Compensation Committee may recommend or our Board of Directors may reduce the number of directors to be elected at the Annual meeting. The Board of Directors knows of no reason why any of the nominees might be unable or refuse to accept nomination or election.
Nominees for Election
Nominees for Election Information is set forth below regarding each of our Board of Directors’ five nominees.
Nominees for Election
| Name | Age | Position(s) | Director Since | | Patrick R. Donahoe | 69 | Independent Chair of the Board of Directors | 2019 | | Barry Lefkowitz | 63 | Independent Director | 2019 | | Jane Gural-Senders | 76 | Independent Director | 2019 | | Anton Feingold | 44 | Independent Director | 2019 | | Andrew Spodek | 49 | Chief Executive Officer and Director | 2019 |
Nominees for Election
Patrick R. Donahoe Patrick R. Donahoe has been a director of the Company since May 2019. He was named the 73rd Postmaster General of the United States in October 2010, serving until his retirement in 2015. Mr. Donahoe was a 39-year veteran of the USPS, starting as a postal clerk in Pittsburgh, Pennsylvania in 1975. Prior to his appointment as Postmaster General, Mr. Donahoe served as the 19th Deputy Postmaster General. Mr. Donahoe has a degree in economics from the University of Pittsburgh and an MBA from the Massachusetts Institute of Technology. Mr. Donahoe is also a director of SG360, an industry-leading print and direct marketing solutions provider. Mr. Donahoe brings to our Board of Directors valuable prior experience as the Postmaster General of the United States and his 39-year career with the USPS and also experience overseeing technology and cybersecurity from his principal occupation or other professional experience. Barry Lefkowitz Barry Lefkowitz has been a director of the Company since May 2019. He has served as the President and Chief Executive Officer of Huntington Road Advisors LLC, a real estate investment and advisory firm, since 2014, and is the Co-Founder of HMC Real Estate Services LLC, an investment and management firm focused on value-add industrial and flex/office properties. He was a member of the board of ShopOne Centers REIT Inc. a leading owner, operator and manager of high-quality grocery-anchored shopping centers from 2018 to 2022. In 2016, Mr. Lefkowitz served as Interim Chief Financial Officer of Brixmor Property Group Inc. (NYSE: BRX), owner of the nation’s largest wholly-owned portfolio of grocery-anchored community and neighborhood shopping centers. He previously served as Executive Vice President and Chief Financial Officer of Mack-Cali Realty Corporation (NYSE: CLI) from 1996 to 2014 where he was responsible for overseeing the company’s investor relations activities as well as strategic financial planning and forecasting, financial accounting and reporting, and capital markets activities. Additionally, Mr. Lefkowitz led the company’s property management and asset management operations beginning in 2004. He served as a Vice President at Mack-Cali Realty Corporation from 1994 to 1997. Prior to joining Mack-Cali Realty Corporation, Mr. Lefkowitz served as a Senior Manager at Deloitte LLP, specializing in real estate. He is a graduate of Brooklyn College and a member of the American Institute of Certified Public Accountants. Mr. Lefkowitz brings to our Board of Directors his prior experience in a variety of management, financial and accounting roles at other public companies. Jane Gural-Senders Jane Gural-Senders has been a director of the Company since May 2019. She is an executive director and principal of GFP Real Estate LLC, a family real estate company, which owns and manages a portfolio of approximately 57 properties comprising over 13.8 million square feet primarily in the New York City metropolitan area. The firm also handles third-party services for over 20 properties comprising over 3 million square feet. She is a past president of the Gural JCC (Greater Five Towns, Long Island, NY) and presently is a member of the board of that organization. She also is a board member of the American Associates Ben-Gurion University of the Negev (AABGU); The Flatiron of 23rd Street Partnership Business Improvement District; and the Real Estate Committee for the Yeshiva University. Ms. Senders graduated from New York University with a Master of Social Work degree. Ms. Gural-Senders brings to our Board of Directors valuable experience in commercial real estate and leasing. Anton Feingold Anton Feingold has been a director of the Company since May 2019. He is a Partner and Associate General Counsel in the Legal Group of Ares Management Corporation. He also serves as General Counsel, Vice President and Secretary of Ares Commercial Real Estate Corporation (NYSE: ACRE), Assistant Secretary of Ares Management Corporation (NYSE: ARES) and Vice President and Assistant Secretary of CION Ares Diversified Credit Fund. Prior to joining Ares Management in 2014, Mr. Feingold was an attorney with Clifford Chance LLP, where he was a member of the firm’s capital markets and real estate departments, specializing in corporate finance and real estate transactions, as well as general securities law, corporate and regulatory matters. Mr. Feingold graduated from University of Birmingham with a Bachelor of Laws (LL.B Honors) and received a Postgraduate Diploma in Legal Practice at BPP University in London, England. Mr. Feingold brings to our Board of Directors valuable legal experience in the real estate and real estate capital markets areas. Andrew Spodek Andrew Spodek is our Chief Executive Officer and is a member of our Board of Directors. Mr. Spodek was the founder and Chief Executive Officer of our predecessor management entity, Nationwide Postal Management, Inc. (“NPM”), one of our predecessor entities. Mr. Spodek has over 20 years of experience exclusively focused on investing in and managing post office properties. Prior to founding NPM, Mr. Spodek led acquisitions and property management for his family’s private real estate investment activities. Mr. Spodek sits on the Board of Directors of the Association of United States Postal Lessors. Mr. Spodek earned an M.S. in Real Estate from New York University and a B.B.A. in Finance & International Management from Boston University. Mr. Spodek brings to our Board of Directors extensive experience acquiring and managing post office properties and his extensive experience and relationships with postal property owners.
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Compensation of Named Executive Officers
| 2020 | • Introduced performance-based equity awards to our executive compensation program, in addition to grants of time-based equity awards | | 2021 | • Changed the allocation of performance-based equity awards within our long-term incentive compensation program to 50%, with the remaining 50% being time-based | | 2022 | • Implemented objective annual bonus compensation framework for NEOs with pre-established goals and weightings and adopted stock ownership policy and incentive compensation recoupment policy | | 2023 | • Introduced performance-based equity awards based on total stockholder return relative to that of the companies in the MSCI US REIT Index, in addition to performance-based equity awards based on achievement of absolute total stockholder return goals. We target to outperform the median of the MSCI US REIT Index, with performance at the 55th percentile of the index needed to achieve target payout | | 2024 | • Further increased the allocation of performance-based equity awards within our long-term incentive compensation program from 50% to 55%, with the remaining 45% being time-based |
Compensation of Named Executive Officers
| • | all of our officers are eligible to receive performance-based compensation under our equity incentive plan; |
Compensation of Named Executive Officers
| • | we use grants of LTIP units or restricted shares of Class A common stock as the primary means of delivering long-term compensation to our executive officers; and |
Compensation of Named Executive Officers
| • | our Corporate Governance and Compensation Committee will determine the restrictions for each award granted pursuant to our equity incentive plan and the purchase price in the case of LTIP units (if any) or restricted shares of Class A common stock. If any performance goals are not achieved or any time-based restrictions do not lapse, the officer will forfeit his or her LTIP units or restricted shares of Class A common stock. |
Compensation of Named Executive Officers
Compensation Review Process The Corporate Governance and Compensation Committee has the primary responsibility for determining our compensation philosophy and approving the compensation of our NEOs. In making these decisions, the committee considers recommendations from our Chief Executive Officer with respect to the performance and contributions of each of the other two NEOs but the committee ultimately acts in its sole and absolute discretion. The full Board of Directors also aids the committee by providing annual evaluations regarding the performance of our Chief Executive Officer. In addition, certain members of our senior management team provide support to the committee by preparing and disseminating relevant financial and non-financial information and relevant data concerning our peers as a supplement to the comparative market data prepared by Ferguson, the independent compensation consultant for the committee, as well as making recommendations with respect to performance metrics and related goals. Also, at the committee’s request, members of our legal department attend meetings to act as secretary and record the minutes of the meetings, provide updates on legal developments and make presentations regarding certain organizational matters. The committee regularly meets separately in executive session, outside the presence of management, generally at regularly scheduled meetings and at other times as necessary or desirable. The committee may from time to time, in its sole discretion, retain or seek advice from compensation consultants, independent counsel and other advisors, and is directly responsible for determining the compensation of, and overseeing, such advisors. As noted above, the committee has engaged Ferguson to assist with the review of our compensation practices and plans. The committee determined that the engagement of Ferguson does not raise any conflicts of interest in accordance with the applicable SEC rules. The scope of Ferguson’s engagement for 2024 was to advise the committee on matters related to the compensation of our NEOs, including the enhancement of our compensation practices. In 2024, Ferguson supported the committee by (i) attending committee meetings, (ii) providing advice on the continuing enhancement of our compensation practices, (iii) preparing and presenting analyses on compensation levels, including competitive assessments of the Company’s practices and policies, and (iv) assisting the Company in preparing compensation-related materials and disclosure as requested by the Company. Peer Group Compensation Considerations The Corporate Governance and Compensation Committee utilizes benchmarking as a part of its executive compensation considerations. The benchmarking data assists the committee in comparing overall compensation practices against a broad mix of companies to ensure that our compensation practices are reasonable in light of both our size and industry trends and best practices. In particular, the committee views the compensation practices of our peer companies as a useful reference point when structuring each component of compensation and total compensation for our NEOs. While references are made to the median of our peer group, the committee does not target the median, average or any specific percentile of the peer group. It is important to acknowledge that the company is unique as being the first-of-its-kind and only publicly REIT focused on properties leased to the USPS, and as a result, we do not have any direct peers. With the assistance of Ferguson, for 2024, the committee established a peer group of the 13 companies listed below, all of which are publicly-traded equity REITs, with a median market capitalization as of December 31, 2023 of approximately $445 million:
Base Salary
Base Salary Base salary is described below in the Summary Compensation Table. Mr. Spodek has agreed to take 100% of his base salary since the completion of our IPO, while Mr. Garber agreed to take $157,500 of his base salary in 2023 in the form of LTIP units under the Alignment of Interest Program described below. In addition, all shares of restricted stock and/or LTIP Units issued in lieu of cash compensation and any shares of restricted stock and/or LTIP Units issued under the Alignment of Interest Program are subject to a vesting schedule whereby no shares vest until the third, fifth or eighth anniversary of the date of grant (depending on the officer’s election), at which time 100% of the shares of restricted stock or LTIP Units will vest, subject to continued employment. To the extent that any NEO has elected to take their 2024 base salary under the Alignment of Interest Program, such NEO has elected the eight-year vesting schedule under the Alignment of Interest Program.
Annual Incentive Compensation
Annual Incentive Compensation In 2023, each of our NEOs agreed to take 100% of his annual bonus and long-term incentive compensation in the form of restricted equity under our 2019 Equity Incentive Plan (the “2019 Plan”). In 2024, Mr. Klein agreed to take 100% of long-term incentive compensation in the form of restricted equity under our 2019 Plan, while each of Mr. Spodek and Mr. Garber agreed to take 100% of their annual bonus and long-term incentive compensation in the form of restricted equity under our 2019 Plan. In addition, all shares of restricted stock and/or LTIP Units issued in lieu of cash compensation and any shares of restricted stock and/or LTIP Units issued under the Alignment of Interest Program are subject to a vesting schedule whereby no shares vest until the third, fifth or eighth anniversary of the date of grant, at which time 100% of the shares of restricted stock or LTIP Units will vest, subject to continued employment. To the extent that any NEO has elected to take their 2024 annual bonus compensation under the Alignment of Interest Program such NEO has elected the eight-year vesting schedule under the Alignment of Interest Program. With respect to the annual bonus compensation of each NEO, the Corporate Governance and Compensation Committee evaluates both the Company and individual performance. Key considerations driving the committee’s conclusions (the “Performance Objectives”) included, among other factors, acquisition volume and other operational targets, financial and balance sheet metrics and capital markets targets. In addition to a base salary and annual bonus, our NEOs are annually granted long-term incentive compensation awards. For a description of our long-term incentive compensation practices, see “— Long-Term Incentive Compensation” below.
2024 Performance Objectives and Evaluations
Under the Alignment of Interest Program, the restriction period subjects all LTIP units or restricted shares of Class A common stock obtained in lieu of cash compensation, as applicable, and additional LTIP units or restricted shares of Class A common stock, as applicable, awarded based on the restriction multiple to the risk of forfeiture in the event the NEO voluntarily terminates employment or terminates employment for cause, as those terms are described in the NEO’s employment agreement. Accordingly, if an NEO voluntarily leaves or is terminated for cause, that NEO would forfeit all LTIP units or restricted shares of Class A common stock that had not yet vested. By way of example, if an NEO elected to receive LTIP units or restricted shares of Class A common stock in lieu of cash compensation that is equivalent in value to 1,000 LTIP units or restricted shares of Class A common stock, as applicable, and the NEO elected an eight-year restriction period, the NEO would receive the 1,000 LTIP units or restricted shares of Class A common stock, as applicable, in lieu of the NEO’s cash compensation plus an additional award of 1,000 LTIP units or restricted shares of Class A common stock for electing an eight-year restriction period, resulting in a total receipt of 2,000 LTIP units or restricted shares of Class A common stock, as applicable, all of which would vest on the eighth anniversary of the date of grant, if the NEO is still employed by our company on the vesting date, but will not vest if he has been terminated for cause. In the event that an NEO’s employment is terminated by us without cause or by reason of the NEO’s death or disability prior to the vesting date, all or a portion of unvested LTIP units and/or restricted shares of Class A common stock may immediately vest at the time of such termination. The NEOs have the right to receive dividends or other distributions on unvested LTIP units and restricted shares of Class A common stock granted under the Alignment of Interest Program prior to vesting. As an example, the following charts illustrate the alignment between the compensation to our Chief Executive Officer and our shareholders’ interests. The chart on the left depicts the allocation of face value of compensation if our Chief Executive Officer had elected to receive his base salary and annual bonus in cash (in addition to his long-term incentive compensation in equity), and the chart on the right shows the actual allocation of face value of compensation based on his elections with respect to compensation in 2024.
Long-Term Incentive Compensation
Long-Term Incentive Compensation In 2020, consistent with our desire to provide compensation that is largely “at risk” and to create a direct link between pay and performance, we introduced performance-based restricted stock units (“RSUs”). The introduction of performance-based RSUs to our executive compensation program, in addition to our grants of time-based equity awards, is consistent with and supports our strategic objective of enhancing stockholder value. In order for any RSUs to be earned and vest, the performance must meet or exceed a threshold level of performance of absolute or relative total stockholder return goals during the applicable three-year performance period. During 2024, the long-term incentive compensation to NEOs was comprised of 55% performance-based equity awards (with 40% based on achievement of absolute total stockholder return goals and 15% based on achievement of relative total stockholder return goals) and 45% time-based equity awards. This structure remains in place for 2025. In developing our long-term incentive framework, it is important to acknowledge that the company is unique as being the first-of-its-kind and only publicly REIT focused on properties leased to the USPS, and as a result, we do not have any direct peers. Therefore, the structure of the long-term incentive program focuses our alignment with our investors and returns generated for them though, based on input from the Compensation Committee’s independent consultant and understanding of market practices, we have opted to also include a relative measurement of TSR for a portion of the award.
Grants of Performance-based RSUs to Named Executive Officers in 2024
Grants of Performance-based RSUs to Named Executive Officers in 2024 In February 2024, the Company granted 23,495, 16,433 and 13,284 performance-based RSUs to Messrs. Spodek, Garber and Klein, respectively, subject to the achievement of the following performance-based hurdles relating to the Company’s absolute and relative total stockholder return goals and continued employment with the Company over the three-year performance period ending December 31, 2026. While the performance period for these awards is still underway and thus the final results are not known, we have shown tracking estimates as of December 31, 2024 below.
Grants of Performance-based RSUs to Named Executive Officers in 2024
| | % of Overall Long-Term Incentive Compensation Program | Performance Level(1) | | | | Performance Goal | | Threshold (50% Earned) | Target (100% Earned) | Maximum (200% Earned) | | Absolute total stockholder return | 40.0% | Compounded annual rate of 6% | Compounded annual rate of 8% | Compounded annual rate of 11% | | Relative total stockholder return | 15.0% | 30th percentile | 55th percentile | 75th percentile |
Grants of Performance-based RSUs to Named Executive Officers in 2024
| (1) There is no payout for performance below threshold and no increase for performance above maximum. Further, to the extent actual performance falls between two performance levels, linear interpolation is applied. |
Grants of Performance-based RSUs to Named Executive Officers in 2024
The graphic below summarizes the performance periods and outcome, or projected outcome, of the Company’s performance-based RSUs granted from 2021 to 2024. We make no estimate as to our financial and operational performance with respect to the remaining performance periods under such awards and no prediction as to the future performance of our stock for purposes of estimating our absolute and relative total stockholder returns upon the conclusion of the full performance periods.
Grants of Performance-based RSUs to Named Executive Officers in 2025
Grants of Performance-based RSUs to Named Executive Officers in 2025 After consideration of the Company’s performance in 2024 against the 2024 Performance Objectives, the compensation of the NEOs relative to our peers, the Corporate Governance and Compensation Committee approved the grant of performance-based RSUs to the NEOs for 2025, which will be reflected in the 2025 summary compensation table. The threshold, target and maximum performance levels for the performance-based RSUs granted in 2025 are set forth in the following table:
Grants of Performance-based RSUs to Named Executive Officers in 2025
| | % of Overall Long-Term Incentive Compensation Program | Performance Level(1) | | | | Performance Goal | | Threshold (50% Earned) | Target (100% Earned) | Maximum (200% Earned) | | Absolute total stockholder return | 40% | Compounded annual rate of 6% | Compounded annual rate of 8% | Compounded annual rate of 11% | | Relative total stockholder return | 15% | 30th percentile | 55th percentile | 75th percentile |
Grants of Performance-based RSUs to Named Executive Officers in 2025
| (1) There is no payout for performance below threshold and no increase for performance above maximum. Further, to the extent actual performance falls between two performance levels, linear interpolation is applied. |
Stockholder Alignment
Stockholder Alignment All shares of restricted stock and/or LTIP Units that have been issued to our NEOs in lieu of cash compensation and any associated shares of restricted stock and/or LTIP Units issued under the Alignment of Interest Program are subject to a vesting schedule whereby no shares vest until the eighth anniversary of the date of grant, at which time 100% of the shares of restricted stock and/or LTIP Units will vest, subject to continued employment. By compensating our executives with equity under the Alignment of Interest Program, whereby each executive may elect to receive certain compensation in the form of equity instead of cash, we ensure the alignment of long-term interests between the executives and the stockholders, and consistent with our compensation philosophy, allow equity compensation to comprise an even greater portion of total compensation. In addition to aligning stockholder and executive interests, compensation in the form of equity has significantly greater retention value than cash compensation. Compensation Risks The Corporate Governance and Compensation Committee has reviewed the elements of the executive compensation program to determine whether they encourage excessive risk taking, and concluded that any risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company. We believe that the mix and design of the elements of the executive compensation program do not encourage employees to assume excessive risks. Our executive compensation program is largely tied to objectively determinable financial and operating results. As a part of its oversight of our compensation policies and practices, the committee monitors the actions of management to ensure that our executive compensation program is not creating an environment of excessive risk taking which could be detrimental to stockholders. Realized Compensation To supplement the disclosure required by the SEC in the below Summary Compensation Table, the following additional table has been included to show the total compensation realized by each NEO during 2023 and 2024. The Company believes that this table is useful to stockholders as it believes it reflects the compensation actually realized by our NEOs. The Summary Compensation Table, as calculated under the SEC rules, includes several items that are impacted by accounting assumptions and also may include amounts that are not ultimately realized, and therefore that table may not necessarily be reflective of realized compensation in a particular year. The table below shows compensation realized by each NEO. For purposes of this presentation, realized compensation includes salary and bonus amounts paid in cash, the value realized upon vesting of stock awards and perquisites.
Stockholder Alignment
| Name and Position | Principal Year | Salary | | Bonus | | Stock Awards | All Other Compensation(8) | Total(9) | | | | Compensation Paid in Cash(1) | Compensation Paid in Stock | Compensation Paid in Cash(3) | Compensation Paid in Stock | | | | | Andrew Spodek Chief Executive Officer | 2024 | $— | $385,532(2) | $— | $921,212(4) | $1,925,860(5) | $50,208 | $3,282,812 | | | 2023 | $— | $388,265 | $— | $561,810 | $1,595,509 | $40,560 | $2,586,144 | | Jeremy Garber President, Treasurer & Secretary | 2024 | $308,942 | $— | $— | $598,182 (4) | $1,031,208(6) | $50,623 | $1,988,955 | | | 2023 | $157,500 | $160,926 | $— | $364,807 | $977,165 | $41,771 | $1,702,169 | | Robert Klein Chief Financial Officer | 2024 | $269,711 | $— | $495,000 | $— | $350,041(7) | $50,208 | $1,164,960 | | | 2023 | $275,000 | $— | $— | $304,930 | $669,844 | $58,053 | $1,307,827 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding equity awards held by each of the NEOs as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units that Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Andrew Spodek, Chief Executive Officer | 41,177(2) | $537,360 | | | | | 53,230(3) | $694,652 | | | | | 27,365(4) | $357,113 | | | | | 118,305(5) | $1,543,880 | | | | | 100,850(6) | $1,316,093 | | | | | 13,394(7) | $174,792 | | | | | 123,197(8) | $1,607,721 | 20,091(9) | $262,188 | | | 19,223(10) | $250,860 | | | | | 132,693(11) | $1,731,644 | 23,495(12) | $306,610 | | Jeremy Garber, President, Treasurer & Secretary | 57,367(3) | $748,639 | | | | | 71,591(5) | $934,263 | | | | | 46,161(6) | $602,401 | | | | | 21,168(13) | $276,242 | | | | | 9,368(7) | $122,252 | | | | | 75,489(8) | $985,131 | 14,052(9) | $183,379 | | | 13,445(10) | $175,457 | | | | | 51,490(11) | $671,945 | 16,433(12) | $214,451 | | Robert Klein, Chief Financial Officer | 3,117(5) | $40,677 | | | | | 43,343(6) | $565,626 | | | | | 7,572(7) | $98,815 | | | | | 45,698(8) | $596,359 | 11,359(9) | $148,235 | | | 10,868(10) | $141,827 | | | | | 43,038(11) | $561,646 | 13,284(12) | $173,356 |
Outstanding Equity Awards at Fiscal Year-End
| (1) For purposes of this table, the market value per unvested LTIP unit and restricted share of Class A Common Stock, as applicable, is assumed to be $13.05, the closing price per share of Class A common stock on December 31. 2024, the last trading day of 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Represents unvested LTIP units that will cliff vest on May 17, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Represents unvested LTIP units or restricted shares of Class A common stock that will cliff vest on February 14, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Represents unvested LTIP units that will cliff vest on May 18, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Represents unvested LTIP units or restricted shares of Class A common stock that will cliff vest on February 1, 2029. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Represents unvested LTIP units or restricted shares of Class A common stock that will cliff vest on February 1, 2030. |
Outstanding Equity Awards at Fiscal Year-End
| (7) Represents the unvested LTIP units or restricted shares of Class A common stock that will vest in equal installments on February 1, 2025 and February 1, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (8) Represents LTIP units that will cliff vest on February 1, 2031. |
Outstanding Equity Awards at Fiscal Year-End
| (9) Represents RSUs subject to the achievement of a service condition and a market condition. Such RSUs are market-based equity awards and are subject to the achievement of hurdles relating to the Company’s absolute and relative total stockholder return for the three-year period ending on December 31, 2025 and continued employment through such date. The number of market-based RSUs is based on the number of shares issuable upon achievement of the market-based metric at target. RSUs reflect the right to receive shares of Class A common stock, subject to the applicable vesting criteria. See “— Long-Term Incentive Compensation — Grants of Performance-based RSUs to Named Executive Officers in 2023” above for more details. |
Outstanding Equity Awards at Fiscal Year-End
| (10) Represents the unvested LTIP units or restricted shares of Class A common stock that will vest in equal installments on February 1, 2025, February 1, 2026 and February 1, 2027 |
Outstanding Equity Awards at Fiscal Year-End
| (11) Represents the unvested restricted shares of Class A common stock that will cliff vest on February 1, 2032. |
Outstanding Equity Awards at Fiscal Year-End
| (12) Represents RSUs subject to the achievement of a service condition and a market condition. Such RSUs are market-based equity awards and are subject to the achievement of hurdles relating to the Company’s absolute and relative total stockholder return for the three-year period ending on December 31, 2026 and continued employment through such date. The number of market-based RSUs is based on the number of shares issuable upon achievement of the market-based metric at target. RSUs reflect the right to receive shares of Class A common stock, subject to the applicable vesting criteria. See “— Long-Term Incentive Compensation — Grants of Performance-based RSUs to Named Executive Officers in 2024” above for more details. |
Outstanding Equity Awards at Fiscal Year-End
| (13) Represents the unvested restricted shares of Class A common stock that will cliff vest on July 5, 2030. |
Pay Versus Performance
Pay Versus Performance The Company is providing the following information that shows the difference in the value of compensation paid to our NEOs at different points in time as required by the rules of the SEC.
Pay vs. Performance Table
Pay vs. Performance Table
Pay vs. Performance Table
| Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($)(3) | Net Income ($) | | 2024 | $3,282,812 | $3,186,389 | $1,576,958 | $1,592,114 | $102.55 | $8,321,000 | | 2023 | $2,586,144 | $3,727,592 | $1,504,998 | $2,051,469 | $106.94 | $4,583,000 |
Pay vs. Performance Table
| (1) Reflects the total compensation of our current Chief Executive Officer, Andrew Spodek (“PEO”), who was our only Chief Executive Officer of the Company for the fiscal years ended December 31, 2024 and December 31, 2023. Our non-PEO NEOs include Jeremy Garber, our President, Treasurer and Secretary and Robert Klein, our Chief Financial Officer, for each of the years ended December 31, 2024 and 2023 (the “Covered Years”). Amounts shown in these columns are as calculated in the Summary Compensation Table for each of the years shown. |
Pay vs. Performance Table
| (2) For each Covered Year, in determining both the compensation actually paid for our PEO and the compensation actually paid for our Non-PEO NEOs for purposes of this Pay Versus Performance table, we deducted from or added back to the total amount of compensation reported in these columns for such Covered Year the following amounts: |
Pay vs. Performance Table
| Item and Value Added (Deducted) For PEO: | 2024 | 2023 | | Summary Compensation Table Total for PEO | $3,282,812 | $2,586,144 | | Deduction for summary compensation table “Stock Awards” column value | $(1,925,860) | $(1,595,509) | | Increase for year-end fair value of outstanding equity awards granted in Covered Year that remain unvested as of year-end | $2,174,224 | $2,268,986 | | Decrease for change in fair value of outstanding equity awards granted in prior years | $(938,880) | $(9,508) | | (Decrease) Increase for change in fair value of prior-year equity awards vested in Covered Year | $(15,775) | $365 | | Deduction for the fair value as of prior year end of awards forfeited or cancelled during the current year | $— | $— | | Increase based on dividends or other earnings paid during the year prior to vesting date of award | $609,868 | $477,114 | | Compensation actually paid to PEO | $3,186,389 | $3,727,592 |
Pay vs. Performance Table
| Item and Value Added (Deducted) Average for Non-PEO NEOs: | 2024 | 2023 | | Average Summary Compensation Table Total for Non-PEO NEOs | $1,576,958 | $1,504,998 | | Deduction for summary compensation table “Stock Awards” column value | $(690,625) | $(823,505) | | Increase for year-end fair value of outstanding equity awards granted in Covered Year | $896,683 | $1,182,775 | | Decrease for change in fair value of outstanding equity awards granted in prior years | $(424,493) | $(8,394) | | (Decrease) Increase for change in fair value of prior-year equity awards vested in Covered Year | $(9,695) | $223 | | Deduction for the fair value as of prior year end of awards forfeited or cancelled during the current year | $ — | $ — | | Increase based on dividends or other earnings paid during the year prior to vesting date of award | $243,286 | $195,372 | | Average compensation actually paid to Non-PEO NEOs | $1,592,114 | $2,051,469 |
Pay vs. Performance Table
| (3) For each Covered Year, our total shareholder return (“TSR”) was calculated based on the percentage change in our cumulative TSR on our common stock, measured as the quotient of (a) the difference between the closing market prices of our common stock of (i) the last trading |
Pay vs. Performance Table
day before the earliest fiscal year in this Pay Versus Performance table and (ii) the last trading day of each Covered Year (the “Measurement Period”), divided by (b) the closing market price of our common stock on the last trading day before the earliest fiscal year in this Pay Versus Performance table. Each of these percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end cumulative values of such investment as of the end of 2024 and 2023, as applicable. The following charts provide, across the Covered Years, descriptions of the relationships between (1) the compensation actually paid for the PEO and the compensation actually paid for our Non-PEO NEOs (in each case as set forth in the Pay Versus Performance table above) and (2) the total shareholder return and net income set forth in the Pay Versus Performance table above.
Director Compensation
Director Compensation In 2019, the Board of Directors adopted and implemented the following compensation program for non-employee directors for services as a director, as applicable:
Director Compensation
| • | an annual cash retainer of $25,000; |
Director Compensation
| • | an annual equity retainer of $50,000; |
Director Compensation
| • | an additional annual cash retainer of $100,000 to our Independent Chair of the Board; |
Director Compensation
| • | an additional annual cash retainer of $20,000 to our Audit Committee chair; |
Director Compensation
| • | an additional annual cash retainer of $10,000 to our Corporate Governance and Compensation Committee chair; and |
Director Compensation
| • | an additional annual cash retainer of $5,000 to each member of a committee. |
Director Compensation
Mr. Spodek, our chief Executive Officer, does not receive compensation for his service as a director. All members of our Board of Directors are reimbursed for their reasonable costs and expenses incurred in attending our board meetings. The following table sets forth information regarding 2024 compensation for each of our non-employee directors. The only fees earned or paid in cash to the directors in 2024 were related to their service as directors of the Company.
Director Compensation
| | Fees Earned in Cash | | Stock Awards | All Other Compensation | Total Compensation | | | Fees Paid in Cash(1) | Fees Paid in Stock in Lieu of Cash(2) | | | | | Mr. Donahoe | $— | $81,595 | $176,519(3) | $— | $258,114 | | Mr. Lefkowitz | $— | $31,380 | $98,666(4) | $— | $130,046 | | Ms. Gural-Senders | $— | $18,826 | $79,213(5) | $— | $98,039 | | Mr. Feingold | $— | $25,099 | $88,951(6) | $— | $114,050 |
Director Compensation
| (1) Each non-employee director elected to acquire restricted shares of Class A common stock or LTIP units in lieu of cash fees for each annual period following the completion of our IPO. |
Director Compensation
| (2) Mr. Donahoe, Mr. Lefkowitz, Ms. Gural-Senders and Mr. Feingold were issued 9,431, 3,627, 2,176 and 2,901 LTIP units, respectively, in the aggregate, in lieu of cash fees for the twelve-month period following May 17, 2024 (the fourth anniversary of our IPO). The amounts in the table above represent each non-employee directors’ prorated cash fees earned for the period from May 17, 2024 to December 31, 2024, which equal 5,917, 2,276, 1,365 and 1,820 LTIP units granted to Mr. Donahoe, Mr. Lefkowitz, Ms. Gural-Senders and Mr. Feingold, respectively. In addition, pursuant to our Alignment of Interest Program described below, a non-employee director electing to receive restricted shares of Class A common stock or LTIP units in lieu of cash fees is entitled to additional restricted shares of Class A common stock or LTIP units, as applicable, in an amount based upon the duration of a restriction period as further described in footnotes 3 to 6 below. |
Director Compensation
| (3) Includes: (i) 3,627 LTIP units, representing equity awards to Mr. Donahoe that are subject to a three-year vesting schedule whereby one-third of such LTIP units will vest on each anniversary of the date of grant, subject to continued service; (ii) 3,514 LTIP units representing the remaining cash fees that Mr. Donahoe elected to receive in the form of LTIP units (refer to footnote 2); and (iii) an additional 5,659 LTIP units in accordance with our Alignment of Interest Program, with such LTIP units subject to a three-year restricted period. The amount shown in the table represents the grant date fair value determined in accordance with FASB ASC Topic 718. The aggregate number of shares of Class A common stock and LTIP units outstanding at December 31, 2024, including those issued in lieu of cash fees, held by Mr. Donahoe was 43,666 and 65,076, respectively. |
Director Compensation
| (4) Includes: (i) 3,627 LTIP units, representing equity awards to Mr. Lefkowitz that are subject to a three-year vesting schedule whereby one-third of such LTIP units will vest on each anniversary of the date of grant, subject to continued service; (ii) 1,351 LTIP units representing the remaining cash fees that Mr. Lefkowitz elected to receive in the form of LTIP units (refer to footnote 2); and (iii) an additional 2,176 LTIP units in accordance with our Alignment of Interest Program, with such LTIP units subject to a three-year restricted period. The amount shown in the table represents the grant date fair value determined in accordance with FASB ASC Topic 718. The aggregate number of shares of Class A common stock and LTIP units outstanding at December 31, 2024, including those issued in lieu of cash fees, held by Mr. Lefkowitz was 27,124 and 30,114, respectively. |
Director Compensation
| (5) Includes: (i) 3,627 LTIP units, representing equity awards to Ms. Gural-Senders that are subject to a three-year vesting schedule whereby one-third of such LTIP units will vest on each anniversary of the date of grant, subject to continued service; (ii) 811 LTIP units representing the remaining cash fees that Ms. Gural-Senders elected to receive in the form of LTIP units (refer to footnote 2); and (iii) an additional 1,306 LTIP units in accordance with our Alignment of Interest Program, with such LTIP units subject to a three-year restricted period. The amount shown in the table represents the grant date fair value determined in accordance with FASB ASC Topic 718. The aggregate number of shares of Class A common stock and LTIP units outstanding at December 31, 2024, including those issued in lieu of cash fees, held by Ms. Gural-Senders was 14,419 and 24,717, respectively. |
Director Compensation
| (6) Includes: (i) 3,627 LTIP units, representing equity awards to Mr. Feingold that are subject to a three-year vesting schedule whereby one-third of such LTIP units will vest on each anniversary of the date of grant, subject to continued service; (ii) 1,081 LTIP units representing the remaining cash fees that Mr. Feingold elected to receive in the form of LTIP units (refer to footnote 2); and (iii) an additional 1,742 LTIP units in accordance with our Alignment of Interest Program, with such LTIP units subject to a three-year restricted period. The amount shown in the table represents the grant date fair value determined in accordance with FASB ASC Topic 718. The aggregate number of shares of Class A common stock and LTIP units outstanding at December 31, 2024, including those issued in lieu of cash fees, held by Mr. Feingold was 15,259 and 28,752, respectively. |
Director Compensation
Under our Alignment of Interest Program, each non-employee director had the opportunity to elect to take all or a portion of their cash retainers and other cash compensation in the form of LTIP units or restricted shares of our Class A common stock, or a mix of both. The number of LTIP units or restricted shares was determined on the same basis as for the NEOs, with the number of LTIP units or restricted shares of Class A common stock granted determined on the basis of a multiple of the compensation deferred and the length of the restriction period selected by the director. Each director who made this election was awarded additional LTIP units or restricted shares Class A common stock, at no additional cost to the director, equal to (i) the number of LTIP units or restricted shares awarded in lieu of the cash retainer(s), multiplied by (ii) a restriction multiple determined by the restriction period the director elected, according to the following table:
Director Compensation
| Duration of Restriction Period | Restriction Multiple | | 1 year | 0.2x | | 2 years | 0.4x | | 3 years | 0.6x |
Director Compensation
The restriction period subjects the LTIP units or restricted shares of Class A common stock obtained in lieu of cash compensation, as applicable, and the additional LTIP units or restricted shares awarded based on the restriction multiple to the risk of forfeiture in the event a director voluntarily resigns or is no longer a director for any reason on the vesting date. During the restricted period, the restricted shares may not be sold, assigned, pledged or otherwise transferred. Accordingly, for example, if a non-employee director elects to receive LTIP units or restricted shares of Class A common stock in lieu of cash compensation that is equivalent in value to 1,000 shares of Class A common stock and the director elects a three-year restriction period, the non-employee director would receive the 1,000 LTIP units or restricted shares of Class A common stock in lieu of the director’s cash compensation plus 600 additional LTIP units or restricted shares of Class A common stock for electing to a three-year restriction period, resulting in receipt of a total of 1,600 LTIP units or restricted shares of Class A common stock, as applicable, all of which would be vest on the third anniversary of the date of grant if the director remains a director as of the vesting date. All of the LTIP units or restricted shares of Class A common stock granted however, would be forfeited if such non-employee director voluntarily resigns on or prior to the vesting date. Subject to the risk of forfeiture and transfer restrictions, the non-employee directors will have the right to vote and receive dividends or other distributions on the unvested LTIP units and restricted shares of Class A common stock granted under the Alignment of Interest Program prior to vesting.