DEF 14A of One Liberty Properties Inc, Apr 20, 2026

DEF 14A of One Liberty Properties Inc

Filed Apr 20, 2026 · FY20250001140361-26-015499

Open on EDGAR

  1. Compensation of Directors

    Compensation of Directors The following table sets forth the cash compensation payable to our non-management directors (and the annual retainers payable to our Chairman and Vice Chairman, who are management directors) for their service on our board and its committees in 2025:

  2. Compensation of Directors

    | | | 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) | 338,532(2) | 15,000 | 8,500 | 8,500 | | Vice Chairman’s annual retainer | 135,413(2) | — | — | — | | Lead director’s annual retainer | 25,000 | — | — | — |

  3. Compensation of Directors

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

  4. Compensation of Directors

    | (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 2026, the annual retainer for the Chairman and Vice Chairman are $352,073 and $135,413, respectively. |

  5. Compensation of Directors

    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 2024, 2025 and 2026, each non-management director was awarded 3,350, 3,500 and 3,500 shares of restricted stock, respectively. Our non-management directors received the following compensation for their service in 2025:

  6. Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Charles Biederman | 68,900 | 89,320 | 158,220 | | Edward Gellert | 55,200 | 89,320 | 144,520 | | J. Robert Lovejoy | 101,100 | 89,320 | 190,420 | | Leor Siri | 82,600 | 89,320 | 171,920 | | Karen A. Till | 67,600 | 89,320 | 156,920 |

  7. Compensation of Directors

    | (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 14, 2025, the grant date, was $25.52. |

  8. Compensation of Directors

    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, 2025:

  9. Compensation of Directors

    | Name | Unvested Restricted Stock (#) | Market Value of Unvested Restricted Stock ($)(1) | | Charles Biederman | 16,750 | 339,858 | | Edward Gellert | 15,150 | 307,394 | | J. Robert Lovejoy | 16,750 | 339,858 | | Leor Siri | 16,750 | 339,858 | | Karen A. Till | 16,750 | 339,858 |

  10. Compensation of Directors

    | (1) The closing price on the NYSE on December 31, 2025 for a share of our common stock was $20.29. |

  11. ELECTION OF DIRECTORS

    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 2 directors, to serve until the 2029 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 (i) who are nominees for election and (ii) whose terms are not expiring, at this year’s annual meeting:

  12. Directors Who are Nominees for Election

    Directors Who are Nominees for Election

  13. Directors Who are Nominees for Election

    | Name | Class | New Term to Expire at Annual Meeting in | | Charles L. Biederman | 2 | 2029 | | Patrick J. Callan, Jr. | 2 | 2029 | | Jeffrey A. Gould | 2 | 2029 |

  14. Directors Whose Terms are Not Expiring

    Directors Whose Terms are Not Expiring

  15. Directors Whose Terms are Not Expiring

    | Name | Class | Term to Expire at Annual Meeting in | | Edward Gellert | 1 | 2027 | | Fredric H. Gould | 1 | 2027 | | Leor Siri | 1 | 2027 | | Matthew J. Gould | 3 | 2028 | | J. Robert Lovejoy | 3 | 2028 | | Karen A. Till | 3 | 2028 |

  16. Directors Whose Terms are Not Expiring

    Nominees For Election as Directors

  17. Directors Whose Terms are Not Expiring

    | Name and Age | Principal Occupation For The Past Five Years and other Directorships or Significant Affiliations | | Charles L. Biederman 91 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. 63 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 19 years and 17 years as our president and chief executive officer, respectively. | | Jeffrey A. Gould 60 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 19 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. | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF CHARLES L. BIEDERMAN, PATRICK J. CALLAN, JR. AND JEFFREY A. GOULD | |

  18. Directors Whose Terms are Not Expiring

    Continuing Directors

  19. Directors Whose Terms are Not Expiring

    | Name and Age | Principal Occupation For The Past Five Years and other Directorships or Significant Affiliations | | Edward Gellert 59 Years | Director since December 2020; Senior Vice President since 2023, and from 2018 to 2023, Vice President and Managing Director for Commercial Real Estate Debt Investments at Alliance Bernstein; Director since 2021, and Portfolio Manager since 2025, of AB Commercial Real Estate Private Debt Fund, LLC. 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 31 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 90 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 LLC, the managing general partner of Gould Investors. Since 1984, a director of, and from 1984 through 2013, Chairman of the Board of BRT Apartments; Until July 2025, sole stockholder of Majestic Property Management LLC (“Majestic”). 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, 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. | | Matthew J. Gould 66 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; Since 1993, Senior Vice President and since 2001, director of BRT Apartments Corp; Vice President/Manager of 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 more than 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 81 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, |

  20. Directors Whose Terms are Not Expiring

    | Name and Age | Principal Occupation For The Past Five Years and other Directorships or Significant Affiliations | | | 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. | | Leor Siri 53 Years | Director since 2014; Beginning 2026, Chief Financial Officer of Argent Ventures, LLC, a diversified real estate investment and development firm specializing in opportunistic and value add transactions throughout the United States; From 2023 to 2025, 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. | | Karen A. Till 63 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. |

  21. HIGHLIGHTS OF OUR COMPENSATION PROGRAM AND GOVERNANCE PRACTICES

    | | WHAT WE DO | | ✔ | Use rigorous performance goals. Only 44% of the RSUs awarded to our executive officers in 2022 vested in 2025, and only 46.2% of the RSUs awarded to our executive officers from 2023 through 2025 would have vested as of December 31, 2025, 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 2026 for 2025 performance) and equity incentive awards (i.e., the RSUs awarded in 2025; the long-term equity awards and equity incentive awards are referred to collectively as the “Equity Awards”), accounted for 88.9% and 88.9% of the performance/incentive based component of compensation awarded to Messrs. Callan and Ricketts, respectively, in 2025. | | ✔ | Equity awards as a significant component of annual base compensation. In 2025, 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 39.6% and 45.5% 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.” |

  22. HIGHLIGHTS OF OUR COMPENSATION PROGRAM AND GOVERNANCE PRACTICES

    | | 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.” |

  23. Compensation Program

    Compensation Program We describe below our compensation objectives, policies and decisions as applied to the compensation provided by us in 2025 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 2025 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”.

  24. Compensation Consultant

    Compensation Consultant Our compensation committee is authorized by its charter to retain independent counsel, compensation and benefits consultants, and other outside experts or advisors. In 2025, our compensation committee engaged Ferguson Partners Consulting L.P., which we refer to as “Ferguson”, to analyze the competitiveness of our compensation practices from a magnitude standpoint in a benchmarking study. Ferguson, a nationally recognized compensation consulting firm specializing in the real estate industry, has no relationship with us or any of our affiliates. (Ferguson has served from time-to-time as the independent compensation consultant for BRT Apartments Corp). In its analysis, Ferguson compared our compensation practices to the following REITs, which we refer to as the “Compensation Peer Group”: Broadstone Net Lease, Inc., Chatham Lodging Trust, Community Healthcare Trust Incorporated, CTO Realty Growth, Inc., Franklin Street Properties Corp., Getty Realty Corp., Global Medical REIT Inc., NETSTREIT Corp., Orion Properties Inc., Plymouth Industrial REIT, Inc., Postal Realty Trust, Inc., and Wheeler Real Estate Investment Trust, Inc. Ferguson selected the Compensation Peer Group based on the peer group used in its 2022 report to the compensation committee, as adjusted in 2025 in consultation with management and the compensation committee. These adjustments generally were made to provide that the Compensation Peer Group would be comprised of REITs whose market capitalization was comparable to our market capitalization. At the time the 2025 study was completed, our market capitalization (i.e., $477 million) was materially consistent with the median market capitalization of the Compensation Peer Group (i.e., $483 million). Ferguson’s report (“Ferguson’s Report”), which was provided to the compensation committee in October 2025, noted that (i) the average pay for the individual members of the executive team evaluated by Ferguson (i.e., the Company’s two full-time named executive officers and two other executive officers), falls “in-line” with the 25th percentile of the Compensation Peer Group and (ii) the aggregate compensation of such members of our executive team in comparison to our market capitalization, was at the median of the aggregate compensation paid the executive teams of the constituents of the Compensation Peer Group in comparison to their market capitalizations. The compensation committee used the Ferguson Report as a “market check” to confirm its belief that on an overall basis, our compensation program and practices were not inappropriate.

  25. Compensation Setting Process

    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 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.

  26. Components of Executive Compensation

    | • | annual cash bonus; |

  27. Components of Executive Compensation

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

  28. Components of Executive Compensation

    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 2025, except for the $338,532 and $135,413 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 $3,619,000 (excluding $350,000 as reimbursement for our share of direct office expenses) in 2025 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 are 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. 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, 2025, 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 2025, among other things, to incentivize future performance, are deemed to have been granted for 2025 performance. As it has in previous years, in 2025, the compensation committee adopted an equity based long-term pay-for-performance incentive program (the “2025 Performance Plan”) pursuant to which we issued to 18 individuals, including our named executive officers, RSUs exchangeable for up to an aggregate of 91,075 shares of common stock. As described in further detail in the table below and “— Grant of Plan Based Awards During 2025,” 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, 2028 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 2025 Performance Plan are as follows:

  29. Components of Executive Compensation

    | 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 |

  30. Components of Executive Compensation

    The RSUs granted during the three years ended December 31, 2025 are, as of such date, at the 46% 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 11 of our consolidated financial statements included in our Annual Report). See “— Grant of Plan Based Awards During 2025” for a more extensive description of the metrics applicable to the 2025 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 generally 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 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.”

  31. Compensation of the Chairman and Vice Chairman of the Board

    Compensation of the Chairman and Vice Chairman of the Board In 2025, we paid our chairman and vice-chairman $338,532 and $135,413, respectively, and in 2026 we intend to pay them, $352,073 and $135,413, respectively, for serving in such capacities. These officers did not receive any additional direct compensation from us in 2025 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.”

  32. Analysis

    | | Base Salary | | | Cash Bonus | | | Equity Grants | | | | Name | 2025 ($) | 2024 ($) | % Change | 2025 ($)(2) | 2024 ($)(2) | % Change | 2025 ($)(3) | 2024 ($)(4) | % Change | | Patrick J. Callan, Jr.(1) | 1,061,330 | 1,001,255 | 6.0 | 94,348 | 94,348 | — | 757,961 | 759,816 | (.2) | | Lawrence G. Ricketts, Jr.(1) | 647,054 | 610,428 | 6.0 | 75,000 | 75,000 | — | 602,543 | 596,996 | .9 |

  33. Analysis

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

  34. Analysis

    | (3) Represents the aggregate grant date fair value of shares of the restricted stock granted in 2026 for 2025 performance and the RSUs granted in 2025. Messrs. Callan and Ricketts were granted (i) in 2026, for 2025 performance, 25,659 and 20,346 shares of restricted stock, respectively, and (ii) in 2025, 15,000 and 12,000 RSUs, respectively. In recognition of the significant number of transactions completed Company in 2025 (including the transactions then anticipated to be completed in January 2026, which were completed), as further described below under — “Base Salary and Bonus”) 3,659 and 3,171 shares of the restricted stock granted to Messrs. Callan and Ricketts in 2026 vested March 25, 2026; the balance of such shares are scheduled to vest in 2031. |

  35. Analysis

    | (4) 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, and 22,000 and 17,175 shares of restricted stock, respectively, and (ii) in 2024, 15,000 and 12,000 RSUs, respectively. |

  36. Analysis

    Base Salary and Bonus In determining 2025 base salaries, the compensation committee determined in late 2024, that increases in base salaries for Messrs. Callan and Ricketts were appropriate in recognition of their performance in 2024 and as a general cost of living increase. In determining cash bonuses for 2025, 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 13 industrial properties acquired in 2025 for approximately $188.8 million, the ten industrial properties anticipated to be acquired in January 2026 for $56.7 million (which transactions were completed), the ten properties sold in 2025 for an aggregate net gain of approximately $18.7 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 13 leases (including amendments, renewals and extensions) with respect to over 880,000 square feet and our physical occupancy rate in excess of 98% in December 2025. 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 2025, 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 2025 and July 2024, we granted our named executive officers RSUs exchangeable for up to an aggregate of 45,000 shares of common stock. 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 2026, we awarded 76,005 shares of restricted stock to our named executive officers for their performance in 2025, and in 2025, we awarded 70,675 shares of restricted stock to such officers for their performance in 2024. 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 most of 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.

  37. Summary Compensation Table

    Summary Compensation Table The following table lists the annual compensation for the periods indicated of our Chief Executive Officer and four other executive officers in 2025:

  38. Summary Compensation Table

    | 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) | 2025 | 1,061,330 | 94,348 | 776,200 | 77,375(8) | 2,009,253 | | | 2024 | 1,001,255 | 94,348 | 668,176 | 82,065 | 1,845,844 | | | 2023 | 962,745 | 91,690 | 652,760 | 74,107 | 1,781,302 | | Isaac Kalish Senior Vice President and Chief Financial Officer(5)(6) | 2025 | — | — | 262,979 | 196,312(9) | 459,291 | | | 2024 | — | — | 228,134 | 165,616 | 393,750 | | | 2023 | — | — | 167,437 | 160,177 | 327,614 | | Lawrence G. Ricketts, Jr. Executive Vice President and Chief Operating Officer(4) | 2025 | 647,054 | 75,000 | 610,124 | 64,435(10) | 1,396,613 | | | 2024 | 610,428 | 75,000 | 528,050 | 63,552 | 1,277,030 | | | 2023 | 586,950 | 70,000 | 515,585 | 63,305 | 1,235,840 | | Matthew J. Gould Chairman of the Board(5) | 2025 | 338,532(7) | — | 399,302 | 505,759(9) | 1,243,593 | | | 2024 | 325,512 | — | 345,164 | 460,598 | 1,131,274 | | | 2023 | 312,992 | — | 310,366 | 479,979 | 1,103,337 | | Jeffrey A. Gould Senior Vice President(5) | 2025 | — | — | 399,302 | 505,759(9) | 905,061 | | | 2024 | — | — | 345,164 | 460,598 | 805,762 | | | 2023 | — | — | 310,366 | 479,979 | 790,345 |

  39. Summary Compensation Table

    | (1) Reflects bonuses paid in 2026, 2025 and 2024 for services rendered in 2025, 2024 and 2023, respectively. |

  40. Summary Compensation Table

    | (2) Represents RSUs and restricted stock granted in 2025, 2024 and 2023 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 10 — Stockholders’ Equity — Stock Based Compensation, in the consolidated financial statements included in our Annual Report. See “ — Grant of Plan Based Awards During 2025” for additional information as to the grant date fair value of the RSUs. On January 14, 2026, we granted: (a) 25,659 and 20,346 shares of restricted stock to Messrs. Callan and Ricketts, respectively, with a grant date fair value of $543,201 and $430,725, respectively; (b) 6,800 shares of restricted stock to I. Kalish, with a grant date fair value of $143,956; and (c) 11,600 shares to each M. Gould and J. Gould, each with a grant date fair value of $245,572. |

  41. Summary Compensation Table

    | (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. |

  42. Summary Compensation Table

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

  43. Summary Compensation Table

    | (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 2025, 2024 and 2023; and (b) the services of these individuals are provided to us pursuant to the C&SA. |

  44. Summary Compensation Table

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

  45. Summary Compensation Table

    | (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.” |

  46. Summary Compensation Table

    | (8) Includes a $52,500 contribution to our defined contribution plan and perquisites aggregating $24,875, of which $18,950 represents an automobile allowance and related insurance, maintenance, and repairs and $5,925 represents the annual premium for additional disability insurance. Approximately $2.0 million has accumulated for this individual pursuant to our defined contribution plan. |

  47. Summary Compensation Table

    | (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.” |

  48. Summary Compensation Table

    | (10) Includes a contribution of $52,500 to our defined contribution plan and perquisites of $11,935, representing an automobile allowance and related expenses. Approximately $2.3 million has accumulated for this individual pursuant to our defined contribution plan. |

  49. Grant Of Plan Based Awards During 2025

    Grant Of Plan Based Awards During 2025 The following table summarizes information regarding awards of restricted stock and RSUs granted in 2025 pursuant to our 2022 Incentive Plan and 2025 Incentive Plan, respectively:

  50. Grant Of Plan Based Awards During 2025

    | Name | Grant Date | Grant Type | Estimated Future Payouts under Equity Incentive Plan Awards: Maximum (#)(1) | All Other Stock Awards: Number of Shares of Stocks or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | Patrick J. Callan, Jr. | 1/14/25 | RS(2) | — | 22,000 | 561,440 | | | 6/27/25 | RSU-TSR(4) | 7,500 | — | 84,000 | | | 6/27/25 | RSU-ROC(5) | 7,500 | — | 130,760 | | Isaac Kalish | 1/14/25 | RS(2) | — | 7,500 | 191,400 | | | 6/27/25 | RSU-TSR(4) | 2,500 | — | 28,000 | | | 6/27/25 | RSU-ROC(5) | 2,500 | — | 43,579 | | Lawrence G. Ricketts, Jr. | 1/14/25 | RS(2) | — | 17,175 | 438,306 | | | 6/27/25 | RSU-TSR(4) | 6,000 | — | 67,200 | | | 6/27/25 | RSU-ROC(5) | 6,000 | — | 104,618 | | Matthew J. Gould | 1/14/25 | RS(2) | — | 12,000 | 306,240 | | | 6/27/25 | RSU-TSR(4) | 3,250 | — | 36,400 | | | 6/27/25 | RSU-ROC(5) | 3,250 | — | 56,662 | | Jeffrey A. Gould | 1/14/25 | RS(2) | — | 12,000 | 306,240 | | | 6/27/25 | RSU-TSR(4) | 3,250 | — | 36,400 | | | 6/27/25 | RSU-ROC(5) | 3,250 | — | 56,662 |

  51. Grant Of Plan Based Awards During 2025

    | (1) Represents the maximum number of shares underlying RSUs that will be issued if all the applicable market and performance conditions are met. There are no voting rights associated with these RSUs. Upon vesting, the recipients are entitled to the dividends that would have been paid on the shares underlying the RSUs had such shares been outstanding during the measurement period. |

  52. Grant Of Plan Based Awards During 2025

    | (2) Reflects restricted stock awards. These shares generally vest, on a cliff vesting basis, five years from the grant date, subject to such persons continued relationship with us. The holder is entitled to vote such shares and retain the dividends paid thereon unless such shares are forfeited, in which case the right to vote and receive dividends in the future terminates. |

  53. Grant Of Plan Based Awards During 2025

    | (3) The grant date fair value, as determined pursuant to ASC Topic 718, of the restricted stock, RSU — TSR and RSU — ROC awards are $25.52, $11.20 and $17.43, respectively, per share. These amounts do not correspond to the actual values that will be realized by the executives. The aggregate grant date fair value for the RSU-ROC awards give effect to management’s assessment of the probable outcome as to whether, and the extent to which, the RSU-ROCs will vest. |

  54. Grant Of Plan Based Awards During 2025

    | (4) Represents shares underlying RSUs that are earned as of June 30, 2028 if, and to the extent, a market condition (i.e., average of annual total stockholder return, as calculated pursuant to the award agreement) is satisfied. If the average of our annual total stockholder return on our common stock from July 1, 2025 through June 30, 2028, equals or exceeds 11.0%, all the shares underlying such RSUs vest; is less than 6.0%, no shares vest; and equals or is more than 6.0% and less than 11.0%, a pro rata portion of the shares underlying such RSUs vest. |

  55. Grant Of Plan Based Awards During 2025

    | (5) Represents shares underlying RSUs that are earned as of June 30, 2028 if, and to the extent, a performance condition (i.e., average annual return on capital, as calculated pursuant to the award agreement and as summarized below) is satisfied. If the average of our annual return on capital (as described below) from July 1, 2025 through June 30, 2028 equals or is more than 8.75%, all the shares underlying such RSUs vests; is less than 6.0%, no shares vest; and equals or is more than 6.0% but is less than 8.75%, a pro rata portion of the shares underlying such RSUs vest. Return on capital means adjusted funds from operations, as described below, divided by average capital, as described below. Adjusted funds from operations is determined by using funds from operations as determined in accordance with the NAREIT definition, adjusted for straight-line rent accruals and amortization of lease intangibles, and adding and deducting gains and losses on sales of properties. Average capital is stockholders’ equity, plus depreciation and amortization, adjusted for intangibles, as measured over the applicable periods. |

  56. Outstanding Equity Awards At Fiscal Year End

    Outstanding Equity Awards At Fiscal Year End The following table provides information as of December 31, 2025 about the outstanding equity awards held by our named executive officers:

  57. Outstanding Equity Awards At Fiscal Year End

    | | Stock Awards | | | | | Name | Number of Shares of Restricted Stock That Have Not Vested (#) | Market Value of Shares of Restricted Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Shares Subject to RSUs That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Shares Subject to RSUs That Have Not Vested ($)(1)(2)(3) | | Patrick J. Callan, Jr(4). | 109,000 | 2,211,610 | 45,000 | 913,050 | | Isaac Kalish(5) | 30,000 | 608,700 | 14,000 | 284,060 | | Lawrence G. Ricketts, Jr(6) | 85,575 | 1,736,317 | 36,000 | 730,440 | | Matthew J. Gould(7) | 56,010 | 1,136,443 | 19,500 | 395,655 | | Jeffrey A. Gould(7) | 56,010 | 1,136,443 | 19,500 | 395,655 |

  58. Outstanding Equity Awards At Fiscal Year End

    | (1) Market value represents the product of the closing price of our common stock as of December 31, 2025 (i.e., $20.29) and the number of shares subject to such award. |

  59. Outstanding Equity Awards At Fiscal Year End

    | (2) Assumes that all of the RSUs vest. |

  60. Outstanding Equity Awards At Fiscal Year End

    | (3) If the measurement and vesting dates were December 31, 2025, 46% of the RSUs would have vested. |

  61. Outstanding Equity Awards At Fiscal Year End

    | (4) With respect to this individual, 21,750 shares of restricted stock vest in each of January 2026, 2027, 2028 and 2029, 22,000 shares of restricted stock vest in January 2030 and upon satisfaction of specified conditions, up to 15,000 shares subject to RSUs vest in each of June 2026, 2027 and 2028. |

  62. Outstanding Equity Awards At Fiscal Year End

    | (5) With respect to this individual, 4,750, 4,750, 5,500, 7,500 and 7,500 shares of restricted stock vest in January 2026, 2027, 2028, 2029 and 2030, respectively, and upon satisfaction of specified conditions, up to 4,000, 5,000 and 5,000 shares subject to RSUs vest in June 2026, 2027 and 2028, respectively. |

  63. Outstanding Equity Awards At Fiscal Year End

    | (6) With respect to this individual, 17,100 shares of restricted stock vest in each of January 2026, 2027, 2028 and 2029, 17,175 shares of restricted stock vest in January 2030 and upon satisfaction of specified conditions, up to 12,000 shares subject to RSUs vest in each of June 2026, 2027 and 2028. |

  64. Outstanding Equity Awards At Fiscal Year End

    | (7) With respect to this individual, 10,670, 10,670, 10,670, 12,000 and 12,000 shares of restricted stock vest in January 2026, 2027, 2028, 2029 and 2030, respectively, and upon satisfaction of specified conditions, up to 6,500 shares subject to RSUs vest in each of June 2026, 2027 and 2028. |

  65. Option Exercises And Stock Vested

    Option Exercises And Stock Vested The following table sets forth information regarding the shares of restricted stock and shares underlying RSUs that vested in 2025:

  66. Option Exercises And Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Patrick J. Callan, Jr. | 28,364 | 724,615 | | Isaac Kalish | 6,514 | 165,874 | | Lawrence G. Ricketts, Jr. | 22,391 | 571,869 | | Matthew J. Gould | 13,536 | 346,443 | | Jeffrey A. Gould | 13,536 | 346,443 |

  67. Option Exercises And Stock Vested

    | (1) Includes 6,614, 1,764, 5,291, 2,866 and 2,866 shares underlying RSUs for Messrs. Callan, I. Kalish, Ricketts, M. Gould and J. Gould, respectively, that vested upon achieving specified levels of average annual total stockholder return and return of capital. |

  68. Option Exercises And Stock Vested

    | (2) Reflects the aggregate market value of the shares that vested as of the applicable vesting date. The closing market price of a share of our common stock on the vesting date of the (a) restricted stock awards (i.e., January 16, 2025) was $26.06 and (b) RSUs (i.e., June 30, 2025) was $23.86. |

  69. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control 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 the accelerated vesting of our restricted stock awards and RSUs as a result of death, disability, retirement or a change of control. See “— Components of Executive Compensation — Employment and Severance Agreements; Post Employment Benefits; Change of Control.” The following table sets forth the value (based on our closing stock price of $20.29 per share as of December 31, 2025) of equity awards that would vest upon the occurrence of the specified events as of December 31, 2025:

  70. Potential Payments Upon Termination or Change-in-Control

    | | Upon Death, Disability or Retirement(1) | | Upon a Change of Control | | | Name | Restricted Stock ($) | RSUs ($)(2) | Restricted Stock ($) | RSUs ($) | | Patrick J. Callan, Jr.(3) | 2,211,610 | 455,667 | 2,211,610 | 709,950 | | Isaac Kalish | 608,700 | 134,950 | 608,700 | 216,360 | | Lawrence G. Ricketts, Jr.(3) | 1,736,317 | 364,534 | 1,736,317 | 567,960 | | Matthew J. Gould | 1,136,443 | 197,456 | 1,136,443 | 307,645 | | Jeffrey A. Gould | 1,136,443 | 197,456 | 1,136,443 | 307,645 |

  71. Potential Payments Upon Termination or Change-in-Control

    | (1) Because M. Gould is over age 65 and has satisfied the period of service requirements, upon his retirement, a pro rata portion of the RSUs vest (assuming satisfaction of performance and market conditions as of the end of applicable performance cycle) and all of his restricted stock would vest as of December 31, 2025; the market value of his restricted stock awards and RSUs are reflected in the applicable column. |

  72. Potential Payments Upon Termination or Change-in-Control

    | (2) Assumes that the maximum level of market and performance conditions is achieved at the end of the applicable performance cycle. See “— Outstanding Equity Awards at Fiscal Year End.” As of December 31, 2025, only 46% of the RSUs would have vested. |

  73. Potential Payments Upon Termination or Change-in-Control

    | (3) See “— Summary Compensation Table” for information regarding the amount accumulated for this individual pursuant to our defined contribution plan. |

  74. Potential Payments Upon Termination or Change-in-Control

    Our incentive plans generally provide, among other things, that if any payment or benefit that a participant in such plan would otherwise receive from us pursuant thereto constitutes a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and as a result be subject to the excise tax (the “Excise Tax”), imposed by Section 4999 of the Code, then such payment will be reduced to an amount equal to (1) the largest portion of such payment that would result in no portion of such payment (after reduction) being subject to the Excise Tax or (2) the entire payment, whichever amount after taking into account all applicable taxes (including the Excise Tax), results in such participant’s receipt, on an after-tax basis, of the greatest amount of such payment.

  75. PAY RATIO

    PAY RATIO As required by and in accordance with the Dodd-Frank Act and the regulations promulgated thereunder, we provide below a reasonable estimate of the relationship of the annual total compensation of Mr. Patrick J. Callan, Jr., our Chief Executive Officer and President, to the median annual total compensation of our employees (other than the CEO). For 2025:

  76. PAY RATIO

    | • | the annual total compensation of our CEO, as reported in the Summary Compensation Table, was $2,009,253; |

  77. PAY RATIO

    | • | the median annual total compensation of all our employees (other than our CEO) was $365,743; and |

  78. PAY RATIO

    | • | our CEO’s annual total compensation was approximately 5.5 times that of the median of the annual total compensation of all our employees (other than our CEO). |

  79. PAY RATIO

    In calculating this estimate, we included as our employees as of the December 31, 2025 measurement date, all those individuals to whom we are required by the Code to issue a W-2. We identified our median employee by calculating our employees’ total annual compensation in the same manner that the CEO’s total annual compensation is calculated for the Summary Compensation Table. SEC rules allow companies to adopt a variety of methodologies and apply various assumptions in presenting this ratio. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio we report.

  80. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth information concerning the compensation of Patrick J. Callan, Jr., our principal executive officer (“PEO”), and our other named executive officers (i.e., Lawrence G. Ricketts, Jr., Matthew J. Gould, Jeffrey A. Gould, Isaac Kalish and David W. Kalish (for 2023 only), referred to collectively as the “NEOs”) for each of 2025, 2024 and 2023 and our financial and market performance for each such year:

  81. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for NEOs ($) | Average Compensation Actually Paid to NEOs(1)(3) ($) | Value of Initial Fixed $100 Investment Based On Total Stockholder Return ($) | Net Income (millions) ($)(4) | | 2025 | 2,009,253 | 1,021,205 | 1,001,140 | 495,090 | 115.77 | 25.5 | | 2024 | 1,845,844 | 2,788,723 | 901,954 | 1,374,336 | 143.74 | 30.4 | | 2023 | 1,781,302 | 1,639,769 | 801,776 | 740,588 | 107.50 | 29.6 |

  82. PAY VERSUS PERFORMANCE

    | (1) See Note 3 to the Summary Compensation Table for information regarding the treatment of dividends and dividend equivalents payable on stock and similar awards. |

  83. PAY VERSUS PERFORMANCE

    | (2) Represents the “compensation actually paid” to Mr. Callan as computed in accordance with SEC requirements. Such amounts do not reflect the actual amount of compensation earned by or paid to Mr. Callan. See table immediately below for a reconciliation showing how “compensation actually paid” was calculated. |

  84. PAY VERSUS PERFORMANCE

    | (3) Represents the average amount of “compensation actually paid” to the NEOs as a group as computed in accordance with SEC requirements. Such amounts do not reflect the actual average amount of compensation earned by or paid to these NEOs as a group. See “— Compensation of NEOs.” |

  85. PAY VERSUS PERFORMANCE

    | (4) Represents net income attributable to One Liberty Properties, Inc. |

  86. PAY VERSUS PERFORMANCE

    In accordance with SEC requirements, the following adjustments were made to Mr. Callan’s total compensation for the applicable year to determine his “compensation actually paid”:

  87. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($) | Equity Award Adjustments ($) | Compensation Actually Paid to PEO ($) | | 2025 | 2,009,253 | (776,200) | (211,848) | 1,021,205 | | 2024 | 1,845,844 | (668,176) | 1,611,055 | 2,788,723 | | 2023 | 1,781,302 | (652,760) | 511,227 | 1,639,769 |

  88. PAY VERSUS PERFORMANCE

    The table below sets forth the manner in which Equity Award Adjustments in the immediately preceding table were calculated (see footnotes (1) – (9) below for the assumptions made in the valuations that differ materially from those disclosed as of the grant date of such equity awards:

  89. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustments ($) | | 2025 | 619,291(1) | (652,108)(2) | (179,031)(3) | (211,848) | | 2024 | 828,862(4) | 771,749(5) | 10,444(6) | 1,611,055 | | 2023 | 663,011(7) | (127,592)(8) | (24,192)(9) | 511,227 |

  90. PAY VERSUS PERFORMANCE

    | (1) With respect to the 2025 RSU-ROCs, assumes that as of (i) the grant date, 73% of such awards would vest and (ii) year-end 2025, 82% of such awards would vest. |

  91. PAY VERSUS PERFORMANCE

    | (2) With respect to the (A) 2024 RSU-ROCs, assumes that as of (i) year-end 2025, 80% of such awards would vest and (ii) year-end 2024, 48% of such awards would vest and (B) 2023 RSU-ROCs, assumes that as of (i) year-end 2025, 76% of such awards would vest and (ii) year-end 2024, 47% of such awards would vest. |

  92. PAY VERSUS PERFORMANCE

    | (3) With respect to the 2022 RSU-ROCs, which vested in 2025, assumes that as of year-end 2024, 72% of such awards would vest, of which only 44% actually vested. |

  93. PAY VERSUS PERFORMANCE

    | (4) With respect to the 2024 RSU-ROCs, assumes that as of (i) the grant date, 44% of such awards would vest and (ii) year-end 2024, 48% of such awards would vest. |

  94. PAY VERSUS PERFORMANCE

    | (5) With respect to the (A) 2023 RSU-ROCs, assumes that as of (i) year-end 2024, 47% of such awards would vest and (ii) year-end 2023, 51% of such awards would vest and (B) 2022 RSU-ROCs, assumes that as of (i) year-end 2024, 72% of such awards would vest and (ii) year-end 2023, 67% of such awards would vest. |

  95. PAY VERSUS PERFORMANCE

    | (6) With respect to the 2021 RSU-ROCs which vested in 2024, assumes that as of year-end 2023, 100% of such awards would vest, of which only 50% actually vested. |

  96. PAY VERSUS PERFORMANCE

    | (7) With respect to the 2023 RSU-ROCs, assumes that as of (i) the grant date, 53% of such awards would vest and (ii) year-end 2023, 51% of such awards would vest. |

  97. PAY VERSUS PERFORMANCE

    | (8) With respect to the (A) 2022 RSU-ROCs, assumes that as of (i) year-end 2023, 67% of such awards would vest and (ii) year-end 2022, 69% of such awards would vest and (B) 2021 RSU-ROCs, assumes that as of (i) year-end 2023, 100% of such awards would vest and (ii) year-end 2022, 100% of such awards would vest. |

  98. PAY VERSUS PERFORMANCE

    | (9) With respect to the 2020 RSU-ROCs which vested in 2023, assumes that as of year-end 2022, 100% of such awards would vest, which is the amount that actually vested. |

  99. PAY VERSUS PERFORMANCE

    Compensation of NEOs In accordance with SEC requirements, the following adjustments were made to average total compensation for the NEOs for each year to determine the “compensation actually paid” to this group. (Although the vesting of certain NEOs restricted stock would accelerate upon such person’s retirement, as such NEO has not retired nor given us notice of their intention to retire, and consistent with the disclosure elsewhere in this proxy statement (except as otherwise indicated), we have not accelerated the vesting of their awards).

  100. PAY VERSUS PERFORMANCE

    | Year | Average Reported Summary Compensation Table Total for NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments ($)(1) | Average Compensation Actually Paid to NEOs ($) | | 2025 | 1,001,140 | (417,928) | (88,122) | 495,090 | | 2024 | 901,954 | (361,628) | 834,010 | 1,374,336 | | 2023 | 801,776 | (320,527) | 259,339 | 740,588 |

  101. PAY VERSUS PERFORMANCE

    The table below sets forth the manner in which Average Equity Award Adjustments in the immediately preceding table were calculated:

  102. PAY VERSUS PERFORMANCE

    | Year | Average Year End Fair Value of Equity Awards ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Average Equity Award Adjustments ($) | | 2025 | 333,355 | (334,611) | (86,866) | (88,122) | | 2024 | 449,162 | 380,083 | 4,765 | 834,010 | | 2023 | 325,079 | (58,294) | (7,446) | 259,339 |

  103. PAY VERSUS PERFORMANCE

    Relationship to Compensation Actually Paid The following charts show the relationship of the compensation actually paid to our PEO and the average compensation actually paid to our NEOs to our cumulative total stockholder return (i.e., TSR) and net income for the periods indicated (TSR amounts in the graph assume an initial fixed investment of $100 and that all dividends, if any, are reinvested):