Fredric Gould
About Fredric Gould
Fredric H. Gould, age 89, is Vice Chairman of One Liberty Properties, Inc. (OLP) and a long-serving director; he was Chairman from 1989–2013 and CEO in 1999–2001 and 2005–2007. He is a founding figure in the Gould family network that provides executive services to OLP via Majestic Property Management Corp., which he solely owns, and has extensive real estate and finance experience including service on several public REIT boards; he is the father of Chairman Matthew J. Gould and Senior Vice President/Director Jeffrey A. Gould . Leadership structure places an Independent Lead Director to oversee executive sessions and balance influence, with committees composed entirely of independent directors . Company performance context: see multi-year revenue, EBITDA*, and net income table below.
| 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.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| One Liberty Properties, Inc. | Chairman | 1989–Jun 2013 | Led governance and strategy through multi-decade portfolio growth |
| One Liberty Properties, Inc. | Chief Executive Officer | 1999–2001; 2005–2007 | Executive leadership through cycles; transaction oversight |
| One Liberty Properties, Inc. | Vice Chairman | Jun 2013–present | Ongoing strategic adviser; family leadership continuity |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Georgetown Partners (managing GP of Gould Investors) | Chairman | 1997–2013 | Capital allocation and affiliate governance |
| BRT Apartments Corp. | Director; former Chair | Since 1984 (Chair 1984–2013) | Multifamily REIT governance; transaction and financing experience |
| EastGroup Properties, Inc. | Director | 1998–2019 | Industrial REIT experience; operational and development insights |
| Majestic Property Management Corp. | Sole Stockholder | More than past five years | Controls C&SA service provider to OLP; related-party oversight |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Vice Chairman annual retainer (cash) | $130,205 | $135,413 | Management director retainer; no committee fees as not on committees |
Performance Compensation
Equity Awards to Fredric H. Gould (grant-date values)
| Year | Instrument | Grant-Date Fair Value ($) | Notes |
|---|---|---|---|
| 2024 | Restricted Stock and/or RSUs | $263,000 | Granted under 2022 Incentive Plan framework to C&SA service providers |
| 2023 | Restricted Stock and/or RSUs | $299,000 | Continuation of equity mix to align interests |
Company RSU Performance Structure (applies to 2024 RSUs granted to executives)
| Metric | Weighting | Minimum Target | Maximum Target | Vesting Date / Cycle | Notes |
|---|---|---|---|---|---|
| Return on Capital (ROC) | 50% | Avg. annual ROC ≥ 6% | Avg. annual ROC ≥ 8.75% | As of 6/30/2027 | Pro‑rata vesting between thresholds |
| Total Stockholder Return (TSR) | 50% | Avg. annual TSR ≥ 6% | Avg. annual TSR ≥ 11.0% | As of 6/30/2027 | Pro‑rata vesting between thresholds |
Additional vesting context: RSUs granted during the three years ended 12/31/2024 were tracking at 76% of full payout if measured on 12/31/2024 (not final) .
Vesting Schedules (typical terms applicable to OLP equity awards)
- Restricted Stock: Five-year cliff vesting from grant date (e.g., Jan 12, 2024 grants vest Jan 2029) .
- RSUs: Three-year performance cycle ending June 30 of year 3 (e.g., 2024 grants vest, if earned, on 6/30/2027) .
Equity Ownership & Alignment
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Fredric H. Gould | 613,748 | 2.8% | Excludes 50,307 shares held by spouse (disclaimed) |
| Gould Investors L.P. (affiliate) | 2,272,601 | 10.5% | Managed by Gould family affiliates |
- Stock Ownership Guidelines: Apply to named executive officers and non‑employee directors; all such individuals satisfied guidelines as of 12/31/2024 .
- Hedging: Prohibited for covered persons; short sales and speculative/monetizing transactions banned .
- Pledging: Not specifically disclosed in proxy; no pledging data found (risk assessment limited) .
Employment Terms
| Topic | Terms | Implications |
|---|---|---|
| Employment agreements | None; officers are at‑will | Flexibility; limited severance certainty |
| Severance | No cash severance; only equity acceleration under specified events | Lower guaranteed cash risk; equity‑linked exit economics |
| Change-of-control (awards) | RSUs/restricted stock accelerate (full or pro‑rata depending on cycle mid‑point) regardless of performance; no excise tax gross‑ups; 280G cutback provision | Event‑driven vesting can create sale‑event incentives; shareholder-friendly tax stance |
| Plan change-of-control definition | Excludes acquisitions by Fredric, Matthew, Jeffrey Gould and their spouses/lineal descendants/Affiliates from triggering the 25% beneficial ownership test | Governance red flag: family aggregation may not trigger “change of control,” limiting acceleration or protections in family consolidation scenarios |
Board Governance
| Item | Detail | Notes |
|---|---|---|
| Board role | Vice Chairman; continuing Class 1 director; term expires at 2027 annual meeting | Senior leadership influence |
| Committee memberships | None; committees comprised entirely of independent directors | Independence safeguards |
| Independent Lead Director | J. Robert Lovejoy; presides over executive sessions; agenda-setting | Counterweight to management directors |
| Independence status | Board affirmed independence for named directors (Biederman, Gellert, Lovejoy, Siri, Till); Fredric not on independence list (management director) | Dual‑role independence concern |
| Attendance | Board held four meetings in 2024; all directors attended ≥75% of meetings; all attended annual meeting | Governance engagement |
Director Compensation
| Component | Amount | Notes |
|---|---|---|
| Vice Chairman retainer (cash) | $130,205 (2024) | Paid to management director (Fredric) |
| Vice Chairman retainer (cash) | $135,413 (2025) | Current-year rate |
| Non-management director fees | Board $45,000; Audit $12,400; Compensation $6,200; Nominating $6,200; meeting fee $1,000 | For independent directors; not applicable to Fredric |
Performance & Track Record
| Year | TSR (Value of $100 Initial Investment) | Net Income ($USD millions) |
|---|---|---|
| 2022 | $67.82 | $42.2 |
| 2023 | $72.90 | $29.6 |
| 2024 | $97.47 | $30.4 |
Say‑on‑Pay results and feedback:
- 2023 approval: 81.5% .
- 2024 approval: 93.9% .
Related Party Transactions (Conflict Risk)
- Compensation & Services Agreement (C&SA): OLP paid Majestic $3,322,000 in 2024 ($1,444,000 property management), and reimbursed $336,000 in office expenses; 2025 payments set at $1,991,000 plus 1.5%/2.0% of rents for property management; Majestic may earn a profit; Majestic is wholly owned by Vice Chairman Fredric H. Gould .
- Allocations via Majestic to certain executives (not to Fredric) totaled $1,777,000 in 2024; equity grants to C&SA personnel included Fredric with grant-date fair values of $263,000 (2024) and $299,000 (2023) .
- Shared insurance program with Gould Investors; OLP reimbursed Gould $1,177,000 (2024) and $1,093,000 (2023) for insurance premiums .
Compensation Structure Analysis
- Equity-heavy incentive mix: RSUs tied to ROC/TSR with capped payouts; restricted stock five-year cliff vesting; strong pay-for-performance orientation (76% vesting achievement on RSUs as of 12/31/2024, not final) .
- No guaranteed severance or tax gross-ups: Company discloses no severance arrangements and no excise tax gross-ups; clawback policy in place and NYSE-compliant .
- Use of part-time executives via Majestic: Compensation for part-time executives set by Gould affiliates; creates potential for perceived conflicts and opaque pay setting (highly subjective allocations) .
Equity Ownership & Alignment Details
| Attribute | Status |
|---|---|
| Beneficial ownership | 613,748 shares (2.8%); spouse owns 50,307 shares (disclaimed) |
| Ownership guidelines | Applied to NEOs and non‑employee directors; all satisfied by 12/31/2024 (Fredric is management director; not explicitly addressed) |
| Hedging | Prohibited; short sales banned; monetizing transactions prohibited |
| Pledging | Not disclosed |
| Upcoming vesting (general) | RSUs from 2024 cycle measure to 6/30/2027; restricted stock five-year cliff vest (e.g., Jan 2029 for 1/12/24 grants) |
Employment Terms (Severance/Change-of-Control Economics)
| Provision | Details |
|---|---|
| Severance | None; equity acceleration only upon death, disability, retirement, or change-of-control (full or pro‑rata based on cycle timing) |
| Change-of-control trigger nuance | Family acquisitions by Goulds excluded from “beneficial owner ≥25%” clause; board determines COI conclusively |
| Clawback | NYSE-required clawback plus additional company clawbacks for misconduct and termination for cause |
| 280G cutback | Payments reduced to avoid excise tax when beneficial |
Board Service History and Dual-Role Implications
- Service tenure: Director since 1989; Chairman 1989–2013; Vice Chairman since 2013 .
- Committees: None; all committees are independent-only; presence of Independent Lead Director mitigates dual-role influence .
- Independence: Not listed among independent directors; significant related-party ties via Majestic and affiliates .
Say-on-Pay & Shareholder Feedback
| Year | Approval % | Committee Response |
|---|---|---|
| 2023 | 81.5% | Considered supportive; informed 2024 decisions |
| 2024 | 93.9% | Reinforced emphasis on equity-based incentives |
Investment Implications
- Alignment and incentives: Fredric’s meaningful ownership (2.8%) and recurring equity awards suggest long-term alignment; anti-hedging policy is positive. However, lack of disclosed pledging data limits full alignment assessment .
- Governance risk: The C&SA structure and Majestic ownership by Fredric present ongoing related-party risks; plan language excluding Gould family acquisitions from change-of-control definition is a notable governance red flag requiring premium scrutiny in control scenarios .
- Event-driven vesting: Accelerated vesting at change-of-control and retirement can create selling pressure at vest dates; 2024 RSU cycle concludes 6/30/2027; restricted stock typically cliff vests at five years (e.g., Jan 2029 for Jan 2024 grants) .
- Pay-for-performance framework: ROC/TSR-based RSUs with capped payouts and no severance/gross-ups reflect shareholder-friendly design; robust clawbacks reduce misconduct risk .
- Performance context: TSR improved through 2024 with net income stability and revenues broadly flat; continued execution in leasing/portfolio management under CEO/COO leadership supports incentive outcomes, but family-related governance complexities should inform position sizing and engagement strategy .