Isaac Kalish
About Isaac Kalish
Isaac Kalish is One Liberty Properties’ Chief Financial Officer (CFO), serving since June 13, 2023; he is 49 years old and a certified public accountant, with prior roles as Senior Vice President (since 2022) and Vice President (2013–2022) at OLP and finance/treasury roles at affiliates Gould Investors and BRT Apartments Corp. . His responsibilities include SEC reporting and internal controls (SOX 302/906 certifications on 10-K/10-Q), and his incentive compensation is tied to rigorous three-year market and financial performance metrics: total stockholder return (TSR) and return on capital (ROC), with pro-rata vesting and full vesting at threshold/max performance levels . As a part-time executive, OLP does not pay him salary or cash bonus—his services are provided via a Compensation & Services Agreement (C&SA) with Majestic Property Management Corp., while equity awards are made directly by OLP .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| One Liberty Properties, Inc. | Chief Financial Officer | Jun 13, 2023–present | Principal financial officer; SOX 302/906 certifications on SEC filings |
| One Liberty Properties, Inc. | Senior Vice President | 2022–present | Finance leadership; supports risk oversight and audit committee processes |
| One Liberty Properties, Inc. | Vice President | 2013–2022 | SEC reporting support and treasury coordination |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gould Investors L.P. (managing general partner) | Treasurer; Assistant Treasurer; Senior Vice President | Treasurer since 2013; Assistant Treasurer since 2012; SVP since 2023 | Treasury and finance oversight across affiliated entities |
| BRT Apartments Corp. | Vice President (since 2013); Treasurer (since 2014); Assistant Treasurer (2009–2013) | 2009–present | REIT finance/treasury operations and reporting |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | — | — | — | 160,177 | 327,614 |
| 2024 | — | — | — | 165,616 | 393,750 |
- For part-time executives (including I. Kalish), OLP did not pay or allocate any salary or bonus; services are provided via the C&SA and amounts shown as “All Other Compensation” represent allocations by Majestic for services performed on OLP’s behalf (not necessarily amounts paid to the individual) .
Performance Compensation
Long-term Equity Incentive Awards – Performance Criteria (2024 Performance Plan)
| Metric | Weight | Minimum Target | Maximum Target | Measurement Period | Vesting Date |
|---|---|---|---|---|---|
| Return on Capital (ROC) | 50% | Avg annual ROC ≥ 6.0% | Avg annual ROC ≥ 8.75% | Jul 1, 2024–Jun 30, 2027 | Jun 30, 2027 (pro-rata vesting if between thresholds) |
| Total Stockholder Return (TSR) | 50% | Avg annual TSR ≥ 6.0% | Avg annual TSR ≥ 11.0% | Jul 1, 2024–Jun 30, 2027 | Jun 30, 2027 (pro-rata vesting if between thresholds) |
- RSUs include dividend equivalents only to the extent awards vest; payable within 60 days of vesting .
Isaac Kalish – Equity Grants
| Grant Date | Award Type | Units (#) | Grant Date Fair Value ($) | Notes |
|---|---|---|---|---|
| Jan 12, 2024 | Restricted Stock (RS) | 7,500 | 162,000 | 5-year cliff vesting; voting/dividends during vesting period |
| Jul 16, 2024 | RSU – TSR | 2,500 | 38,025 | Vest based on avg annual TSR; June 30, 2027 |
| Jul 16, 2024 | RSU – ROC | 2,500 | 28,109 | Vest based on avg annual ROC; June 30, 2027 |
| Jan 14, 2025 | Restricted Stock (RS) | 7,500 | 191,400 | 5-year cliff vesting from grant |
2024 Vesting Activity
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Isaac Kalish | 6,500 | 145,510 |
- 2024 vesting included 2,000 RSUs tied to achieving specified levels of average annual TSR and return of capital; restricted stock vested Jan 9, 2024 ($21.90 close) and RSUs vested Jun 30, 2024 ($23.48 close) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 267,122 shares (1.2% of outstanding) as of Mar 19, 2025 |
| Direct vs Indirect | 88,482 direct; 178,640 via pension trusts with shared voting/dispositive power; excludes certain custodial/child holdings |
| Unvested Equity (12/31/2024) | Restricted Stock: 27,250 shares ($742,290 at $27.24); RSUs: 13,000 shares ($354,120 assuming full vest) |
| Scheduled Vesting – RS | Jan 2025: 4,750; Jan 2026: 4,750; Jan 2027: 4,750; Jan 2028: 5,500; Jan 2029: 7,500 |
| Scheduled Vesting – RSUs | Jun 2025: up to 4,000; Jun 2026: up to 4,000; Jun 2027: up to 5,000 (subject to TSR/ROC) |
| Pledging/Hedging | Restricted stock/RSUs cannot be pledged/assigned before vesting; covered persons prohibited from hedging/short sales |
| Ownership Guidelines | Part-time NEOs must own at least the shares required for the lowest-paid full-time NEO; compliance achieved as of Dec 31, 2024 |
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreement | None; employment is “at will” |
| Severance | None; no severance arrangements |
| Change-of-Control | Accelerated vesting of restricted stock and RSUs; excise tax cutback to maximize after-tax benefits under IRC §280G/§4999 |
| Accelerated Vesting Values (12/31/2024) | Upon death/disability/retirement: RS $742,290; RSUs $166,957; Upon change-of-control: RS $742,290; RSUs $260,746 |
| Clawback | Company clawback policy effective Oct 2, 2023 applies to RSUs/performance awards |
| Hedging Policy | Prohibits short sales, hedging/monetization, speculative short-term transactions |
| Trading Controls | Broker pre-clearance required for officers; controls extend post-termination when in possession of MNPI |
| Dividends on RSUs | Dividend equivalents paid only to extent RSUs vest |
Insider Activity and Vesting-Related Supply
| Date | Filing/Transaction | Detail |
|---|---|---|
| Jan 5, 2023 | Form 4 | 5,500 restricted shares granted (vest ~Jan 4, 2028); various direct/indirect holdings disclosed |
| Oct 9, 2024 | Form 4 | Reported gifts totaling 4,513.15 shares; updated direct/indirect holdings |
- Ongoing annual RS cliff vesting each January 2025–2029 and performance RSU vesting windows in June 2025–2027 could create predictable vest-driven supply events .
Performance & Track Record
- CFO signatory on multiple current reports (8-Ks) and quarterly filings in 2025, including asset sales and portfolio repositioning; after announced transactions, ~80% of base rent expected from industrial tenants for the 12 months ending Sep 30, 2026, with a ~$3.2M gain from a Delaware property sale in Q3 2025 (and anticipated ~$100,000 gain on another sale), reflecting continued capital recycling and industrial focus .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2023 | 81.5% |
| 2024 | 93.9% |
Compensation Structure Analysis
- Equity-heavy pay-for-performance: For part-time executives like Kalish, compensation is primarily equity (restricted stock and performance RSUs) with no OLP-paid salary/bonus; RSUs vest only if TSR/ROC targets are met, and only 76% of RSUs awarded from 2022–2024 would have vested as of Dec 31, 2024—demonstrating rigor .
- Shift from options to RS/RSUs: OLP emphasizes restricted stock (five-year cliff vest) and RSUs (three-year performance-based) over options, citing retention and alignment benefits; dividends are paid on restricted stock during vesting but not on unearned RSUs .
- No guaranteed or severance payouts; excise cutback: No guaranteed bonuses/equity grants, no severance, no golden parachute gross-ups; change-of-control accelerates vesting with §280G cutback to optimize after-tax outcomes .
Equity Vesting Schedules
| Award | 2025 | 2026 | 2027 | 2028 | 2029 |
|---|---|---|---|---|---|
| Restricted Stock (shares) | 4,750 | 4,750 | 4,750 | 5,500 | 7,500 |
| RSUs (max shares) | 4,000 (Jun) | 4,000 (Jun) | 5,000 (Jun) | — | — |
Related Party Transactions & Governance
- C&SA with Majestic: OLP pays Majestic for services; Majestic allocated $1.777M to several officers in 2024; part-time named executive officers (including Kalish) may receive compensation from Majestic and affiliates, with OLP recording non-cash expense for their equity awards .
- Family affiliations: Isaac is the son of David W. Kalish (former long-time CFO; currently SVP–Financial), part of a broader network of interrelated affiliate leadership (Gould family) .
- Committees: Compensation committee oversees compliance with stock ownership guidelines and sets equity grants; audit committee oversees financial reporting and related party transactions .
Investment Implications
- Alignment and retention: Five-year RS cliff vesting and three-year RSU performance cycles (TSR/ROC) create strong retention and alignment; unvested balance (27,250 RS + 13,000 RSUs) and scheduled vestings through 2029 limit immediate selling pressure but imply periodic supply around January/June vesting dates .
- Low severance risk, defined CoC economics: No severance agreements; CoC accelerates vesting with clear values as of 12/31/2024 ($742,290 RS; $260,746 RSUs), but excise cutback policy reduces windfall/gross-up risk—overall shareholder-friendly .
- Governance red flags mitigated by transparency: Related party C&SA and family ties present potential conflicts, but policies (anti-hedging, clawback, stock ownership guidelines, broker pre-clearance) and high say-on-pay approvals (93.9% in 2024) indicate investor acceptance and governance discipline .
- Trading signals: Documented gifts in Oct 2024 and predictable vesting windows suggest episodic activity rather than continuous selling; monitor Form 4s around vest dates and fiscal events to anticipate supply .