Edward Gellert

About Edward Gellert

Edward Gellert (58) has served as an independent director of One Liberty Properties, Inc. since December 2020. He is Senior Vice President (since 2023) and, since 2018, Vice President and Managing Director for Commercial Real Estate Debt Investments at AllianceBernstein; he also serves as a director of AB Commercial Real Estate Private Debt Fund, LLC (since 2021). Previously he led the Avenue Real Estate Strategy at Avenue Capital Group (Senior Portfolio Manager 2007–2018; Portfolio Manager 2004–2006), served as Chairman, President and CEO of ACRE Realty Investors, Inc. (NYSE MKT) from 2015–2017, worked in various capacities with Argent Ventures, Amroc Investments and BRT Realty Trust (predecessor to BRT Apartments) from 1988–2001, and founded EDGE Partners in 2001, co-managing ventures that developed, repositioned and owned over 1.2 million sq. ft. of properties . The Board has affirmatively determined he is independent under NYSE standards .

Past Roles

External Roles

Board Governance

• Independence: The Board determined that Edward Gellert is independent; all members of the audit, compensation, and nominating committees were independent during their 2024 service .
• Board structure: J. Robert Lovejoy serves as Independent Lead Director (presides over executive sessions, agenda input, stockholder contact) .
• Attendance and engagement: In 2024, the Board met four times; all directors attended at least 75% of Board and committee meetings, and all directors attended the annual meeting .
• Committee assignments (2024) and meeting cadence:

• Staggered board: Gellert is a Class 1 director with a term expiring at the 2027 annual meeting .
• Committee mandates: Audit oversees financial reporting, auditor, internal control and approves related‑party transactions (unless delegated); Compensation sets executive/director pay and oversees ownership guidelines; Nominating handles director slates, governance guidelines, and board evaluations .

Fixed Compensation (Director)

• Cash fee schedule (non‑management directors, 2024): $45,000 annual Board retainer; committee retainers—Audit $12,400, Compensation $6,200, Nominating $6,200; $1,000 per Board meeting; Lead Director retainer $25,000. Committee chair retainers (in addition to committee retainer): Audit $15,000; Compensation $8,500; Nominating $8,500 .

Notes: Stock award fair value computed under ASC 718; grant date Jan 12, 2024; closing price $21.60 .

Performance Compensation (Director Equity Awards)

• Structure: Annual restricted common stock grants to non‑management directors; cliff vests five years after grant (accelerated upon specified events). Shares carry voting and distribution rights during vesting, but are non‑transferable before vest. Award sizes: 3,350 shares (2023), 3,350 (2024), and 3,500 (2025) per director .

No performance metrics apply to director equity grants; these are time‑based restricted stock awards .

Other Directorships & Interlocks

• Interlocks/conflicts: OLP has significant related‑party arrangements with Majestic Property Management Corp. (wholly owned by the Vice Chairman) and affiliates (Gould Investors; BRT Apartments leadership overlap). Audit Committee approves related‑party transactions except to the extent delegated . No specific related‑party transactions involving Gellert are disclosed in the proxy .

Expertise & Qualifications

• 30+ years in real estate investing, portfolio and asset management, lending, distressed investing, restructurings, development and operations; extensive deal sourcing and CRE debt expertise .
• Prior public company CEO experience (ACRE Realty Investors) .
• Current senior investment role at AllianceBernstein; director role at a CRE private debt fund .

Equity Ownership

Governance Assessment

• Strengths

  • Independence and attendance: Gellert is NYSE‑independent; Board met four times in 2024 with all directors meeting at least 75% attendance; all directors attended the annual meeting—supportive of engagement .
  • Relevant expertise: Deep CRE debt and distressed investing background; prior public company CEO experience enhances Compensation Committee oversight quality .
  • Alignment: Director equity via multi‑year cliff vesting and ownership guideline (3x retainer) promotes long‑term alignment; all non‑employee directors compliant as of 12/31/2024 .
  • Risk controls: Anti‑hedging policy; clawback policy for executives; related‑party approvals within Audit Committee remit .

• Watch items / potential red flags

  • Related‑party ecosystem: Material services and payments to Majestic and overlapping leadership with Gould Investors and affiliates present structural governance risk (not tied to Gellert personally); Audit Committee oversight mitigates but does not eliminate perceived risk .
  • Equity award calibration: Director grant size increased in 2025 (3,500 vs. 3,350 shares), modest but worth monitoring for pay inflation relative to performance and peer norms .
  • Pledging policy clarity: While hedging is prohibited and unvested awards cannot be pledged, no explicit company‑wide anti‑pledging policy for vested shares is disclosed; no pledging by Gellert is disclosed .

• Compensation overview (director): Gellert’s 2024 total director compensation was $127,560, comprised of $55,200 cash and $72,360 time‑vested restricted stock; structure is standard for REITs and reasonably balanced between cash and long‑term equity .

References: