Charles Biederman
About Charles L. Biederman
Independent director at One Liberty Properties, Inc. (OLP), age 90, serving since 1989; current term runs through the 2026 annual meeting. A retired professional architect with multi-decade experience in real estate development, construction, and REIT leadership, including executive roles at Sunstone Hotel Investors. Tenure and background position him as a seasoned governance voice focused on acquisitions, dispositions, operations, development, and financing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Development Company | Chairman | 2008–2010 | Led a commercial general contractor on turnkey hotel, commercial, and residential projects |
| Sunstone Hotel Investors, LLC | Principal | 1994–2007 | Management, ownership, development of hotel properties |
| Sunstone Hotel Investors, Inc. (public REIT) | Executive Vice President | 1994–1998 | Senior executive at a public REIT owning hotel properties |
| Sunstone Hotel Investors | Vice Chairman | 1998–1999 | Board-level leadership during strategic years |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Sunstone Hotel Investors, Inc. | Executive VP; Vice Chairman | Past | Public company REIT; hotel property owner |
| Sunstone Hotel Investors, LLC | Principal | Past | Private company role linked to hotel assets |
| Universal Development Company | Chairman | Past | Construction/development oversight |
Board Governance
- Independence: The board affirmatively determined Biederman is independent under NYSE and SEC rules; he served only on independent-committee assignments in 2024 .
- Committee assignments (2024): Compensation (member), Nominating & Corporate Governance (Chair). Not on Audit .
- Engagement/attendance: Board met 4 times; all directors attended at least 75% of board and committee meetings; all directors attended the prior annual meeting .
- Lead independent director: OLP maintains an Independent Lead Director structure, with executive sessions of non-management directors held regularly .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $45,000 | Standard for non-management directors |
| Compensation Committee (member) | $6,200 | Annual committee retainer |
| Nominating Committee (member) | $6,200 | Annual committee retainer |
| Nominating Committee Chair fee | $8,500 | Chair premium in addition to member retainer |
| Board meeting participation fee | $1,000 per meeting | 4 board meetings in 2024 → $4,000 |
| Total cash fees (2024) | $69,900 | Sum of above; reported by OLP |
| Stock awards (grant-date fair value, 2024) | $72,360 | Restricted stock granted to non-management directors |
| Total director compensation (2024) | $142,260 | Cash + stock |
Performance Compensation
- Non-management directors receive annual restricted stock grants that cliff-vest in five years; they are entitled to vote and receive dividends during vesting, but shares are non-transferable until vesting. No performance (TSR/ROC) metrics apply to director equity grants .
| Year | Restricted Stock Shares Granted per Non-Management Director | Vesting |
|---|---|---|
| 2023 | 3,350 | Five-year cliff vesting |
| 2024 | 3,350 | Five-year cliff vesting |
| 2025 | 3,500 | Five-year cliff vesting |
Other Directorships & Interlocks
- Current public company directorships: None disclosed .
- Prior public board: Sunstone Hotel Investors, Inc. (Executive VP; Vice Chairman) .
- Interlocks/conflicts: No disclosed ties to Gould Investors/Majestic; OLP has related-party service arrangements with Majestic and significant Gould family influence, but Biederman is not identified as a participant in those arrangements .
Expertise & Qualifications
- Real estate operations and development across hotel and residential assets; senior executive experience at a publicly traded REIT .
- Governance: Chair of Nominating Committee; service on Compensation Committee .
- Board independence affirmed; experienced in director-level oversight and governance structures .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (3/19/2025) | 52,954 shares; less than 1% of class |
| Spousal holdings (disclaimed) | 60,209 shares (excluded from beneficial ownership) |
| Unvested restricted stock (12/31/2024) | 16,450 shares; market value $448,098 at $27.24/share |
| Ownership guideline compliance | Non-employee directors must hold ≥3× annual base retainer; all non-employee directors, including Biederman, were in compliance as of 12/31/2024 |
| Hedging policy | Company prohibits hedging, short sales, and speculative transactions in OLP securities |
Governance Assessment
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Strengths:
- Independent status with chair responsibilities on the Nominating Committee and service on Compensation, indicating governance trust and influence .
- Solid alignment through meaningful equity holdings and compliance with director stock ownership guidelines; anti-hedging policy reduces misalignment risk .
- Attendance thresholds met; board maintains Independent Lead Director and executive sessions framework .
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Risks/Considerations:
- RED FLAG: Very long tenure (director since 1989) can raise investor concerns about independence and board refreshment, despite formal independence determinations .
- Company-level related-party exposure: Significant ongoing arrangements with Majestic and Gould family affiliates (compensation allocations, property management fees), though oversight mainly sits with Audit and Compensation committees; Biederman is not on Audit, but Compensation Committee has responsibilities touching the C&SA framework .
- Advanced age (90) introduces succession/continuity considerations for committee leadership roles .
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Compensation Structure Signals:
- Director pay is modest, with clear cash components and multi-year equity vesting; no performance metrics for director equity (reducing potential short-termism), but also less direct pay-for-performance linkage at the board level .
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Say-on-Pay Context:
- Broad shareholder support for executive compensation (93.9% in 2024; 81.5% in 2023) suggests generally favorable investor sentiment toward compensation governance; useful backdrop for Compensation Committee member effectiveness .
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Related Party Transactions Oversight:
- Audit Committee oversees related-party transactions; Compensation Committee determines amounts paid under the compensation and services agreement (C&SA). Biederman’s role as Compensation member implies partial oversight but not primary responsibility for audit/related-party approval .
Overall, Biederman’s independence, governance roles, and equity alignment are positives. The primary investor caution is his extensive tenure and the company’s ongoing related-party ecosystem; monitoring committee oversight quality, refreshment initiatives, and continued attendance/engagement is advisable .