John A. Aiello
About John A. Aiello
John A. Aiello, Esq. is Secretary (executive officer) of First Real Estate Investment Trust of New Jersey, Inc. (FREIT) since 2003 and a director since December 2015; his current board term expires at the 2027 annual meeting . He is 75 years old . Aiello is an officer and shareholder at Giordano, Halleran & Ciesla, P.C., where he has practiced for 50 years and serves as Chair of the Corporate & Securities practice; he holds a BS in Finance (Wharton, University of Pennsylvania) and a JD (Georgetown) . Pay-versus-performance disclosure shows cumulative TSR (value of $100) rising from $124.62 (FY22) to $130.77 (FY23) and $140.51 (FY24), with net income of $45,992k (FY22), $760k (FY23), and $15,852k (FY24) .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| FREIT | Secretary (executive officer) | 2003–present | Signs proxy statements as Secretary |
| FREIT | Director | Dec 2015–present; term expires 2027 | — |
External Roles
| Organization | Role | Years | Detail |
|---|---|---|---|
| Giordano, Halleran & Ciesla, P.C. | Officer/shareholder; Chair, Corporate & Securities | ~50 years practice | Corporate/securities law; M&A and corporate finance focus |
| NJ State Bar Association, Business Law Section | Emeritus member; former Chair | N/A | Governance/professional leadership |
| Association for Corporate Growth (NJ) | Former Board member | N/A | Middle-market M&A organization |
| Monmouth University, Leon Hess School of Business | Advisory Board member | N/A | Academic advisory role |
Fixed Compensation
Multi-year summary compensation for Aiello (Secretary) as disclosed:
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2022 | 40,000 | 0 | 0 | 0 | 0 | 78,000 | 118,000 |
| 2023 | 46,489 | 0 | 20,000 | 0 | 0 | 60,222 | 126,711 |
| 2024 | 50,000 | 0 | 20,000 | 0 | 0 | 60,000 | 130,000 |
- All Other Compensation for Aiello includes Secretary retainers/meeting fees; he remits these amounts to his law firm per related-party disclosure (e.g., FY2024: $50,000 Secretary retainer paid onward; firm received $243,219 in legal fees from FREIT and affiliates) .
- Prorated 2023 salary increase to $50,000/year effective March 9, 2023 .
Performance Compensation
FREIT does not operate an incentive-based cash bonus program for executive officers; compensation is primarily fixed salary with director equity grants fully vested at grant.
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | None | N/A | N/A | No bonuses awarded | N/A |
| Non-equity incentive plan | None | N/A | N/A | No plan/payouts | N/A |
| Director equity awards (stock) | Board service | N/A | $20,000 value/yr | Granted; see vesting table below | Fully vested at grant |
Equity Ownership & Alignment
| As Of | Shares Beneficially Owned | % of Outstanding | Pledged/Hedged | Options Outstanding | Unvested Equity |
|---|---|---|---|---|---|
| May 8, 2024 | 26,520 | <1% | None disclosed for Aiello | None | None; director stock fully vested |
| May 20, 2025 | 27,713 | <1% | None disclosed for Aiello | None | None; director stock fully vested |
Additional context: pledging is disclosed for other insiders (e.g., Artinian and R.S. Hekemian), but no pledges are noted for Aiello in footnotes .
Director Stock Grant Vesting and Share Counts
| Grant Date | Shares | Grant Value | Vesting |
|---|---|---|---|
| Mar 9, 2023 | 1,290 | $20,000 | Fully vested on grant |
| Mar 22, 2024 | 1,230 | $20,000 | Fully vested on grant |
| Feb 20, 2025 (Board action) | 1,193 | $20,000 (at $16.76/sh) | Fully vested on grant (plan terms) |
- Outstanding options: none for all NEOs at FY2024; historical options under plan largely exercised after 2022 extraordinary distribution adjustment; remaining 3,640 expired on Sep 4, 2024 .
Employment Terms
- Role tenure: Secretary since 2003; Director since December 2015 .
- Employment contracts/severance/CoC: The proxy does not describe individual employment agreements, severance, or change-in-control benefits for Aiello; executive officers are paid primarily fixed salaries, with no incentive cash plans .
- External management structure: FREIT is externally managed by Hekemian & Co.; executives are not full-time/exclusive, and compensation is set with that context .
- Managing Agent agreement (context for CoC economics at the Trust level): auto-renews; current term through Oct 31, 2025; terminable without cause on 1-year notice; “Termination Fee” if terminated without cause; 2.5x the Termination Fee if termination follows a merger/acquisition where FREIT ceases to exist .
Board Governance
- Board service: Director since Dec 2015; term expires 2027 .
- Committees: Aiello is not listed on the Nominating, Compensation, or Audit Committees; those committees are comprised solely of independent directors (Nominating: McBride, Aslanian; Compensation: McBride (Chair), Meng, Aslanian; Audit: Artinian, McBride, Aslanian) .
- Independence: Four of seven directors are independent; Aiello (an executive officer and related-party counsel) is not among the independent directors .
- Attendance: In FY2024, the Board held 14 meetings; each incumbent, including Aiello, attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Dual-role implications: Aiello serves as both Secretary and director and is an officer/shareholder of the Trust’s outside law firm that received fees; related-party transactions are overseen by the Audit Committee; committees are fully independent, helping mitigate conflict risk .
Director Compensation Framework (Board-wide)
| Fiscal Year | Cash Retainer | Committee Member Retainer | Chair Retainers | Equity Grant (in lieu of $20k cash) | Share Count |
|---|---|---|---|---|---|
| 2024 | $60,000 per director | $2,500 per committee | Board Chair $30k; Audit Chair $15k; Comp Chair $10k | $20,000 value | 1,230 shares (3/22/24) |
| 2025 | $60,000 per director | $2,500 per committee | Board Chair $30k; Audit Chair $15k; Comp Chair $10k | $20,000 value | 1,193 shares (2/20/25) |
Performance & Track Record (Company context during Aiello’s tenure)
| Fiscal Year | Value of $100 (TSR) | Net Income ($000s) |
|---|---|---|
| 2022 | 124.62 | 45,992 |
| 2023 | 130.77 | 760 |
| 2024 | 140.51 | 15,852 |
- Executive compensation is not formula-based on financial metrics; the Compensation Committee considers overall performance and market context but pays primarily fixed salaries and fully-vested director equity .
Related-Party Transactions (Governance red flags)
- Legal services: Giordano, Halleran & Ciesla, P.C. (Aiello’s firm) received $243,219 in FY2024 and $255,950 in FY2023 from FREIT and affiliates .
- Secretary fees: Aiello remitted $50,000 (FY2024) and $50,989 (FY2023) of Secretary retainers/meeting fees to his firm .
- Oversight: Audit Committee (independent directors) oversees related-party transactions per charter .
Compensation Committee Analysis
- Membership: David F. McBride (Chair), Justin F. Meng, Richard J. Aslanian; all independent .
- Process/philosophy: Considers REIT compensation generally, FREIT’s external management, responsibilities, operating results/condition, and prior say‑on‑pay vote; no incentive cash bonuses for executives .
- Meetings: Committee held one meeting during FY2024 .
- Say‑on‑Pay: 2023 advisory vote approval ~74.6%; next vote in 2026 .
Equity Plan, Options, and Overhang
- Equity plan availability: 428,060 shares available for future issuance at FY2024; no options outstanding .
- 2022 special distribution adjustment: Option exercise prices adjusted per plan following extraordinary distribution; 307,100 of 310,740 options were exercised (~$3.33m aggregate); 3,640 expired unexercised on Sep 4, 2024 .
Governance/Compliance
- Section 16 compliance: FREIT believes all directors/executive officers complied with filing requirements in FY2024 .
- Risk oversight: Board and committees (independent) oversee compensation risk, financial controls, cybersecurity; Compensation Committee monitors that pay programs do not create excessive risk .
Investment Implications
- Alignment: Aiello’s compensation is largely fixed salary as Secretary with fully vested, modest-value director stock grants; no ongoing performance-based vesting, no options outstanding—this reduces forced-selling pressure but also limits explicit pay-for-performance linkage .
- Retention: Stable, long-tenured role (Secretary since 2003; director since 2015) with modest cash compensation and recurring director equity likely supports retention; absence of complex incentive plans reduces volatility in realized pay .
- Governance risk: Dual role (executive + director) and related-party legal fees create perceived independence/conflict risks; mitigation via fully independent committees and Audit Committee oversight of related-party transactions is positive, but investors should monitor magnitude of law firm fees over time .
- Shareholder alignment: Beneficial ownership is <1% for Aiello; no pledging disclosed for him; director equity awards are small and immediately vested, offering some but limited long-term alignment incentives .
- Pay practices: With no cash bonus plan and no unvested equity, there are limited near-term trading/vesting catalysts; options overhang is eliminated, reducing dilution risk .