J. Robert Lovejoy

About J. Robert Lovejoy

J. Robert “Bob” Lovejoy (age 80) has served on One Liberty Properties’ board since 2004 and has been the Independent Lead Director since 2011, reflecting two decades of board tenure and leadership responsibility at OLP . He is an attorney and the founder/principal of J.R. Lovejoy & Co. LLC, with prior senior roles across investment banking, private equity, hedge funds, and public company board/CEO positions, which underpin his service as Compensation Committee Chair and Audit Committee member at OLP . The board has affirmatively determined that Mr. Lovejoy is independent under NYSE and SEC standards, and OLP’s independent directors meet regularly in executive session led by the Independent Lead Director .

Past Roles

External Roles

Board Governance

• Lead Independent Director responsibilities include presiding over independent director executive sessions, setting topics for executive sessions, recommending board materials, participating in committee meetings, and serving as independent stockholder contact; duties assigned by a majority of independent directors .
• Committee assignments (2024): Compensation Committee Chair; Audit Committee member . The board affirms his independence; all committee members were independent and (for Audit) financially literate .
• Meetings and attendance: The board met 4 times in 2024; each committee met as shown below. All directors attended at least 75% of board/committee meetings; independent directors meet in regular executive sessions .

• Independence status: Independent under NYSE 303A.01/02 and Exchange Act rules; Audit independence under Rule 10A‑3 and NYSE 303A.07, Compensation independence under Rule 10C‑1 and NYSE 303A.02(a)(ii) .
• Say-on-pay investor feedback: 81.5% approval in June 2023; 93.9% approval in June 2024, which the Compensation Committee viewed as supportive .

Fixed Compensation

Director cash compensation structure and Mr. Lovejoy’s actual 2024 fees:

Notes:

• Mr. Lovejoy’s roles (Lead Independent Director; Compensation Chair; Audit member) align with the policy elements above; OLP discloses aggregate fees by director, not the per-component breakdown .

Performance Compensation

• Equity grants to non-management directors are annual restricted stock awards (time-based, not performance-based), with five-year cliff vesting; directors receive voting rights and distributions during vesting but cannot transfer shares .
• Annual award sizes: 3,350 shares (2023), 3,350 shares (2024, granted Jan 12, 2024 at $21.60 close), and 3,500 shares (2025) to each non-management director .

Performance metric table (directors): None — director equity is time-vested restricted stock with no TSR/ROC performance conditions .

Other Directorships & Interlocks

Governance interlocks/related-party oversight at OLP:

• Compensation Committee (chaired by Lovejoy) oversees amounts paid under OLP’s Compensation & Services Agreement (C&SA) with Majestic Property Management Corp., a related party; Audit Committee approves related party transactions . OLP paid Majestic $3.322m in 2024 (excl. $336k office expenses), with 2025 fee structure detailed; Majestic is wholly owned by the Vice Chairman (Fredric H. Gould) and affiliates employ several part-time OLP officers .

Expertise & Qualifications

• Attorney with extensive experience in asset management, investment/merchant banking, capital raising, M&A, and business law/accounting, supporting his roles as Independent Lead Director, Compensation Chair, and Audit member .
• Audit Committee “financial expert” designation resides with Audit Chair Leor Siri, CPA; Lovejoy is financially literate and independent per OLP’s standards .

Equity Ownership

Governance Assessment

Key positives:

• Independent Lead Director with 20+ years of service and deep transactional/board leadership background; independence affirmed under NYSE/SEC standards .
• Strong alignment: meaningful equity ownership, ongoing five-year cliff-vesting director stock grants, and confirmed compliance with 3× retainer ownership guidelines .
• Committee leadership: Chairs Compensation and serves on Audit, with committees fully independent; Audit handles related-party transaction oversight and risk; Compensation oversees C&SA payments and ownership guidelines .
• Investor support: Rising say-on-pay approval (81.5% in 2023 to 93.9% in 2024), suggesting favorable shareholder perception of compensation governance .

Watchpoints/RED FLAGS:

• Related-party ecosystem: Extensive related-party arrangements via Majestic and Gould affiliates; although oversight sits with independent committees (including Lovejoy’s committees), the magnitude and breadth of affiliate ties warrant continued scrutiny for conflicts and process rigor .
• Board refreshment/tenure: Long board service (since 2004) can be double-edged for independence optics; OLP notes independent directors’ median tenure ~10 years as a refreshment signal, but Lovejoy’s long tenure should be balanced by his independent Lead Director role and committee leadership .
• Director equity is time-based (no explicit performance metrics), which is standard for REIT directors but provides less performance linkage versus RSUs with performance conditions; however, OLP’s directors face five-year cliff vesting and full dividend/vote rights .

Compliance and other indicators:

• Attendance: All directors met ≥75% attendance; independent directors hold regular executive sessions .
• Clawback: NYSE-compliant clawback policy covers cash and equity incentive comp for executive officers; broader recoupment mechanisms disclosed; less directly applicable to directors but signals governance rigor .
• Section 16(a) reporting: 2024 delinquency disclosed only for Leor Siri (one report, one transaction, one day late); no Lovejoy delinquency noted .

Say-on-Pay & Shareholder Feedback

Director Compensation (2024) – Lovejoy Detail

Policy context (applies to all non-management directors):

• Board retainer $45,000; Lead Director retainer $25,000; Audit membership $12,400; Compensation membership $6,200; Nominating membership $6,200; Chair fees in addition to membership (Audit $15,000; Compensation $8,500; Nominating $8,500); $1,000 per board meeting .
• Annual restricted stock grant: 3,350 shares in 2024 (grant date close $21.60); 3,500 shares in 2025; five-year cliff vesting; voting rights and distributions during vest; non-transferable during vest .

Related Party Transactions (Conflict Oversight Context)

• Majestic C&SA: OLP paid $3.322m in 2024, plus $336k office expense reimbursements; 2025 structure includes fixed fees and a % of rent for property management; Majestic is wholly owned by OLP’s Vice Chairman; some OLP part-time officers are compensated by Majestic/affiliates .
• Oversight: Audit Committee approves related party transactions; Compensation Committee (chaired by Lovejoy) oversees C&SA payment amounts .

Expertise & Qualifications

• Attorney with multi-decade leadership across legal (Davis Polk), investment banking (Lazard), private equity (Ripplewood), merchant banking (Groton Partners), hedge funds (Coatue), and public-company board and CEO experience (Belmond), indicating broad strategic, transactional, and governance expertise relevant to OLP’s real estate investment activities .

Governance Policies

• Stock ownership: 3× retainer for non-employee directors; all directors in compliance as of 12/31/2024 .
• Anti-hedging: Prohibits short sales, hedging/monetizing strategies, and speculative short-term transactions in OLP securities for Covered Persons .
• Clawback: NYSE-compliant recovery of executive incentive compensation upon restatement and additional forfeiture provisions upon termination for cause .

Equity Ownership (Detail)