Milton Cooper
About Milton Cooper
Milton Cooper, age 96, has served on Getty Realty Corp.’s (GTY) Board since 1971 and is the long-tenured Chair of the Compensation Committee (since 2006). He is Executive Chairman of Kimco Realty Corporation (NYSE: KIM) and will transition to Chairman Emeritus in May 2025; he previously served as Kimco’s Chairman and CEO from its 1991 IPO to 2009 and co-founded Kimco’s predecessor in 1956. Cooper holds degrees from City College of New York and Brooklyn Law School and is recognized as an industry leader in the modern REIT sector, including receiving Nareit’s Industry Leadership Award. The GTY Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Getty Realty Corp. (GTY) | Director; Chair, Compensation Committee | Director since 1971; Comp Chair since 2006 | Long-standing compensation oversight at GTY . |
| Kimco Realty Corp. (KIM) | Executive Chairman; previously Chairman & CEO | Exec Chairman since 2009; Chairman & CEO 1991–2009; co-founded predecessor in 1956 | Transitioning to Chairman Emeritus effective May 2025; nationally recognized REIT leader; Nareit Industry Leadership Award . |
| Blue Ridge Real Estate/Big Boulder Corp. | Director | 1983–April 2012 | Board experience in real estate development . |
| Nareit | Executive Committee, Board of Governors | Not disclosed | Industry governance/advocacy role . |
External Roles
| Company/Entity | Role | Public/Private | Notes |
|---|---|---|---|
| Kimco Realty Corp. (NYSE: KIM) | Executive Chairman (to become Chairman Emeritus in May 2025) | Public | Former Chairman & CEO; industry leadership recognition . |
| Nareit | Executive Committee member | Association | REIT industry leadership engagement . |
Board Governance
- Independence: The Board determined Milton Cooper (and all non-management directors) are independent under NYSE rules .
- Committees: Chair, Compensation Committee (committee met 2 times in 2024) .
- Attendance: In 2024, all directors attended 100% of Board (5 meetings) and applicable committee meetings and attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at least quarterly .
- Board skills matrix highlights for Cooper: REIT/real estate, public company board/executive leadership, financial literacy, audit committee financial expert competency (skills matrix), accounting oversight, risk oversight, capital markets, M&A, governance/ethics, HR/compensation .
Fixed Compensation (Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $40,000 | Paid quarterly; prorated for partial year . |
| Committee chair fee (Compensation Committee) | $7,500 | Chair retainer; non-chair members receive $5,000 . |
| Total cash fees (Cooper) | $47,500 | Sum of director retainer and chair fee . |
| Other cash fees | $0 | No meeting fees disclosed . |
| Reimbursements | Actuals reimbursed | Travel/expenses related to Company business reimbursed . |
Performance Compensation (Director Equity – 2024)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Settlement | Notes |
|---|---|---|---|---|---|
| RSUs | March 2024 | 7,000 | $185,850 | Vest ratably over 5 years commencing 1st anniversary; settle at earlier of 10th anniversary of grant (or first vesting date for 2016–2018 grants) or termination of Board service; optional vesting upon “Retirement” at Committee discretion | Same 7,000 RSUs per non-employee director as 2023; includes dividend equivalents . |
No stock options are granted under GTY’s current plan for directors .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| External directorship | Executive Chairman, Kimco Realty; transitions to Chairman Emeritus in May 2025 . |
| Board interlock (external) | GTY director Philip E. Coviello is also a director of Kimco since 2008, creating an external board network linkage between two GTY directors at the same public company . |
Expertise & Qualifications
- Education: City College of New York (degree), Brooklyn Law School (degree) .
- REIT leadership: Nareit Industry Leadership Award; Executive Committee member of Nareit’s Board of Governors .
- Board skills matrix: Indicates competencies in REIT/real estate, capital markets, M&A, governance, HR/compensation, legal/compliance, and audit committee financial expert skills (matrix) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 1,410,037 . |
| Ownership as % of outstanding | 2.56% . |
| Vested RSUs outstanding (12/31/2024) | 44,500 . |
| Unvested RSUs outstanding (12/31/2024) | 21,000 . |
| 2024 RSUs vested | 7,000 . |
| Ownership details | Includes 77,354 shares held by spouse (disclaimed), 134,053 shares via proportionate interest in CLS General Partnership Corp., and 1,096,053 shares via Milton Cooper 2013 Revocable Trust; includes 46,500 vested RSUs . |
| Anti-hedging/pledging policy | Hedging and pledging of Company stock by directors prohibited . |
| Stock ownership policy (2025) | Directors must own equity equal to 5x the cash portion of annual director comp within 5 years; vested RSUs count; as of 12/31/2024, all directors were either compliant or within transition period . |
Governance Assessment
- Positives
- Independent director; 100% attendance across Board and committee meetings in 2024, signaling high engagement .
- Significant “skin-in-the-game” with ~1.41M shares beneficially owned (2.56% of GTY) and substantial vested RSUs, aligning interests with shareholders .
- Compensation structure emphasizes long-term RSUs with 5-year vest and 10-year settlement mechanics; presence of anti-hedging/anti-pledging and clawback policies enhance governance posture .
- Considerations / RED FLAGS
- Very long tenure (on GTY’s Board since 1971) combined with GTY’s absence of term limits or mandatory retirement ages may raise board refreshment/independence optics for some investors, despite formal independence determination .
- External board interlock: Another GTY director (Philip Coviello) serves on Kimco’s board where Cooper is Executive Chairman; though no related-party relationships were identified by GTY’s Board, this interlock may concentrate network influence and merits monitoring .
Director Compensation (Detail – 2024)
| Name | Fees Earned (Cash) | Stock Awards (RSUs) | Options | Non-Equity Incentive | Change in Pension/Deferred Comp | All Other | Total |
|---|---|---|---|---|---|---|---|
| Milton Cooper | $47,500 | $185,850 | — | — | — | — | $233,350 . |
RSU grant to non-employee directors in March 2024: 7,000 units each; fair value determined by closing price on grant date; vest ratably over 5 years; settlement as described above .
Board Governance Mechanics (Context)
- Compensation Committee (Cooper as Chair) met 2 times in 2024; all members are independent; committee charter updated in Feb 2025 for equity grant date policy oversight and authority re: clawback/anti-hedging/anti-pledging policies .
- Clawback policy adopted Nov 2023 consistent with SEC/NYSE requirements .
- Anti-hedging/anti-pledging policy prohibits director and officer hedging/pledging of GTY shares .
- Stock ownership policy adopted Feb 2025 for executives and directors; directors must reach 5x cash retainer within 5 years; vested RSUs count .
Related-Party Exposure
- The Board affirmatively determined no director (other than the CEO) or their families had relationships with GTY beyond stockholder/director roles, supporting independence; no related-party transactions disclosed in the independence discussion .
Say-on-Pay & Shareholder Feedback (Context)
- GTY reports consistent shareholder support for executive compensation; most recently 95.76% approval on say-on-pay in 2024, informing Compensation Committee’s approach (company-wide context) .