Asher Gaffney
About Asher Gaffney
S. Asher Gaffney is Vice President, Counsel, and Corporate Secretary of One Liberty Properties, Inc. (OLP), serving as agent for service on the company’s Form S-8 for the 2025 Incentive Plan and signing OLP proxy statements in 2021, 2024, and 2025 . The S-8 notes he “may be deemed to beneficially own less than 0.2%” of OLP common stock and is eligible to participate in the 2025 Incentive Plan . Company performance over the last three fiscal years: revenues were $90.3M (FY24), $90.6M (FY23), $92.2M (FY22); net income was $30.4M (FY24), $29.6M (FY23), $42.2M (FY22), and pay-versus-performance shows TSR value of a $100 investment at $97.47 (2024), $72.90 (2023), and $67.82 (2022) .
Past Roles
| Organization | Role | Years (Evidence in Filings) | Strategic Impact |
|---|---|---|---|
| One Liberty Properties, Inc. | Vice President, Counsel, and Corporate Secretary | 2021, 2024, 2025 (proxy signatory) | Corporate governance officer; agent for service on S-8 for 2025 Incentive Plan |
External Roles
- Not disclosed in company filings reviewed .
Fixed Compensation
- OLP is a Smaller Reporting Company and discloses compensation only for its CEO, COO, Chairman and certain part‑time NEOs; compensation for the Corporate Secretary is not reported in the proxy .
- OLP states no employment agreements for officers; employment is “at will.” No severance arrangements, other than accelerated vesting for equity on specified events .
Performance Compensation
- Incentive eligibility: The S-8 confirms Mr. Gaffney is eligible to participate in the 2025 Incentive Plan .
- RSU performance plan structure (2024 grants; three‑year cycle July 1, 2024–June 30, 2027; vesting at cycle end):
- Awards split 50% ROC and 50% TSR; pro‑rata vesting between minimum and maximum hurdles .
| Metric | Weighting | Minimum | Maximum | Measurement Window | Vesting |
|---|---|---|---|---|---|
| Return on Capital (ROC) | 50% | Avg annual ROC ≥ 6.0% | Avg annual ROC ≥ 8.75% | Jul 1, 2024–Jun 30, 2027 | Jun 30, 2027 |
| Total Stockholder Return (TSR) | 50% | Avg annual TSR ≥ 6.0% | Avg annual TSR ≥ 11.0% | Jul 1, 2024–Jun 30, 2027 | Jun 30, 2027 |
- Change‑of‑control acceleration: Restricted stock vests in full; RSUs vest fully if change occurs after the cycle midpoint; otherwise pro‑rata vesting based on time elapsed; vesting without regard to market/performance conditions .
- Clawbacks: NYSE‑mandated recovery policy; additional clawbacks for misconduct, and forfeiture of unvested awards upon termination for cause .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | Less than 0.2% of outstanding common shares |
| Incentive plan eligibility | Eligible to participate in OLP’s 2025 Incentive Plan |
| Hedging/Pledging | OLP prohibits short sales, hedging/monetizing and speculative transactions in company securities by officers and other covered persons |
| Ownership guidelines | OLP’s guidelines apply to named executive officers and non‑employee directors; Corporate Secretary compliance not disclosed |
Employment Terms
- At‑will employment; no individual employment or severance agreement disclosed for Mr. Gaffney .
- Equity acceleration terms upon death, disability, retirement, and change‑of‑control as specified in plan documents and award agreements .
Performance & Track Record (Company context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $92.191M | $90.646M | $90.313M |
| EBITDA ($USD) | $56.012M* | $50.693M* | $51.427M* |
| Net Income ($USD) | $42.177M | $29.614M | $30.417M |
- Values retrieved from S&P Global for EBITDA.*
| TSR Value of $100 Investment | 2022 | 2023 | 2024 |
|---|---|---|---|
| OLP TSR (Pay vs Performance) | $67.82 | $72.90 | $97.47 |
Say‑on‑Pay and Governance Signals:
- Say‑on‑Pay approval increased from 81.5% (June 2023) to 93.9% (June 2024), supporting OLP’s compensation framework .
- OLP emphasizes equity awards, rigorous goals, anti‑hedging, and clawbacks in its program .
Board Governance (context)
- Mr. Gaffney serves as Corporate Secretary; he is not disclosed as a director in OLP proxy materials reviewed .
Investment Implications
- Alignment: As Corporate Secretary eligible under the 2025 Incentive Plan with sub‑0.2% ownership, Gaffney’s incentives tie to ROC/TSR outcomes and governance compliance (anti‑hedging/clawbacks), signaling conservative alignment and low personal equity concentration risk .
- Retention risk: Absence of employment/severance agreements implies limited contractual protection; retention is driven by equity incentives and role seniority rather than guarantees .
- Trading signals: Anti‑hedging constraints and clawbacks reduce misalignment/abusive behavior risk; no Form 4 pattern reviewed here to indicate selling pressure; monitor future Section 16 filings for activity .
- Company performance backdrop: Stable revenues and net income recovery in FY24 and improved say‑on‑pay support strengthen the pay‑for‑performance narrative anchoring executive incentives, including those applicable to Corporate Secretary participation .