Jeffrey Gould
About Jeffrey Gould
Jeffrey A. Gould, age 59, is a long-tenured executive and director at One Liberty Properties, Inc. (OLP), serving as Director since 1999 and Senior Vice President since 1999; he is also CEO of BRT Apartments Corp. and a senior executive at Georgetown Partners, bringing deep real estate operating and capital markets experience to OLP’s board . OLP’s recent performance: Net income was $42.2M (FY22), $29.6M (FY23), and $30.4M (FY24) ; total shareholder return (TSR) on a $100 initial investment was $67.82 (2022), $72.90 (2023), and $97.47 (2024) . OLP revenues were $92.2M (FY22) , $90.6M (FY23) , and $90.3M (FY24) ; EBITDA was $56.0M*, $50.7M*, and $51.4M* with EBITDA margin 60.5%, 56.5%, and 56.9%* (Values retrieved from S&P Global).
OLP Financials (FY, USD Millions)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | 92.19 | 90.65 | 90.31 |
| Net Income | 42.18 | 29.61 | 30.42 |
| EBITDA | 56.01* | 50.69* | 51.43* |
| EBITDA Margin % | 60.49%* | 56.49%* | 56.85%* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| One Liberty Properties, Inc. | Vice President | 1989–1999 | Early executive leadership in acquisitions/operations; foundational experience for later board service . |
| One Liberty Properties, Inc. | Senior Vice President | 1999–Present | Ongoing oversight across real estate matters; brings broad REIT operating expertise to OLP . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BRT Apartments Corp. (NYSE: BRT) | President (since 1996); Director (since 1997); CEO (since 2002) | 1996–Present | Multi-family REIT CEO experience enhances board insights on financing, portfolio strategy, and operations . |
| Georgetown Partners LLC (managing GP of Gould Investors L.P.) | Senior Vice President (since 1996); Director/Manager (since 2013) | 1996–Present | Deep involvement with managing GP of major OLP shareholder; informed perspective on capital allocation . |
Fixed Compensation
Jeffrey Gould is a part-time executive; other than equity awards, OLP did not pay him base salary, bonus, defined contribution plan payments, or perquisites—his “All Other Compensation” reflects amounts allocated by Majestic for services performed on OLP’s behalf (not amounts paid by OLP) .
| Component | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Salary | — | — | — |
| Cash Bonus | — | — | — |
| All Other Compensation (Majestic allocation) | 448,806 | 479,979 | 460,598 |
| Total | 911,917 | 790,345 | 805,762 |
Footnote: All Other Compensation amounts are allocations by Majestic for services on OLP’s behalf and “do not represent the amount paid” to the individual .
Performance Compensation
2024 Equity Grants (OLP)
| Grant Type | Grant Date | Number of Units | Grant-Date Fair Value ($) | Key Terms |
|---|---|---|---|---|
| Restricted Stock | 1/12/2024 | 12,000 | 259,200 | Five-year cliff vesting; voting/dividends during vesting period . |
| RSU – TSR | 7/16/2024 | 3,250 (max) | 49,433 | Vests based on average annual TSR; 6% min, 11% max; 3-year cycle ending 6/30/2027 . |
| RSU – ROC | 7/16/2024 | 3,250 (max) | 36,531 | Vests based on average annual Return on Capital (AFFO/avg capital); 6% min, 8.75% max; cycle ends 6/30/2027 . |
Grant date fair values per share: Restricted stock $21.60; RSU–TSR $15.21; RSU–ROC $11.24 .
Performance Plan Mechanics (applies to 2024 RSUs)
| Metric | Weighting | Minimum Threshold | Maximum Threshold | Vesting Cycle | Notes |
|---|---|---|---|---|---|
| Return on Capital (ROC) | 50% | ≥6% avg annual ROC | ≥8.75% avg annual ROC | 7/1/2024–6/30/2027 | AFFO divided by average capital (equity plus DA, adjusted for intangibles) . |
| Total Shareholder Return (TSR) | 50% | ≥6% avg annual TSR | ≥11.0% avg annual TSR | 7/1/2024–6/30/2027 | Pro-rata vesting between min and max thresholds . |
Indicative vesting status: If measurement and vesting had occurred on 12/31/2024, 76% of RSUs would have vested (pro-rata across TSR/ROC) .
2024 Equity Vesting Realized
| Shares Vested (2024) | Value Realized ($) | Detail |
|---|---|---|
| 13,080 | 290,797 | Includes 2,750 RSUs vested based on average annual TSR/ROC; restricted stock vested at $21.90 (1/9/2024); RSUs at $23.48 (6/30/2024) . |
Equity Ownership & Alignment
Jeffrey Gould is a significant beneficial owner with multiple forms of ownership and shared control over Gould Investors L.P. (major OLP stockholder).
Beneficial Ownership (as of 3/19/2025)
| Holder | Shares | % of Class |
|---|---|---|
| Jeffrey A. Gould | 2,674,787 | 12.4% |
| Gould Investors L.P. | 2,272,601 | 10.5% |
Breakdown for Jeffrey Gould includes: 373,268 shares directly; 2,272,601 via Gould Investors; 15,152 via a foundation with shared voting; 13,622 via an LLC he manages; 144 by managing GP of Gould Investors .
Stock ownership guidelines: As of 12/31/2024, all named executive officers and non-employee directors satisfied guidelines; part-time NEOs must meet shares equal to the lowest base salary full-time NEO; hedging is prohibited .
Unvested Equity (as of 12/31/2024)
| Award Type | Unvested Units | Market/Payout Value ($) |
|---|---|---|
| Restricted Stock | 54,680 | 1,489,483 (at $27.24) |
| RSUs (assuming max if vested) | 19,500 | 531,180 (at $27.24) |
Scheduled Vesting (Gould-specific)
| Year | Restricted Stock (Shares) | RSUs (Max Shares) | Notes |
|---|---|---|---|
| Jan 2025 | 10,670 | — | Restricted stock annual tranche . |
| Jun 2025 | — | 6,500 | Subject to TSR/ROC performance . |
| Jan 2026 | 10,670 | — | . |
| Jun 2026 | — | 6,500 | . |
| Jan 2027 | 10,670 | — | . |
| Jun 2027 | — | 6,500 | Measurement date 6/30/2027 . |
| Jan 2028 | 10,670 | — | . |
| Jan 2029 | 12,000 | — | Five-year cliff from 1/12/2024 grant . |
Pledging: Not disclosed. Hedging/short sales prohibited per policy .
Employment Terms
- No employment or severance agreements; all executive officers (including part-time NEOs) are at-will .
- Change-of-control vesting: Restricted stock vests fully; RSUs vest fully if change occurs after the cycle mid-point (18 months); pro-rata vesting if change occurs on or before the mid-point; vesting is not conditioned on termination (effectively single-trigger for equity) .
- Death, disability, retirement: Restricted stock vests fully; RSUs vest pro-rata at end of performance cycle if conditions are met .
- Clawbacks: NYSE-required policy for restatements; forfeiture upon termination for cause; recovery provisions apply to incentive compensation .
- No tax gross-ups; no guaranteed bonuses or equity grants .
Potential Equity Vesting Value (as of 12/31/2024)
| Scenario | Restricted Stock ($) | RSUs ($) |
|---|---|---|
| Death/Disability/Retirement | 1,489,483 | 264,379 (assuming max; 76% status noted separately) . |
| Change of Control | 1,489,483 | 409,730 |
Performance & Track Record (Operating context for incentives)
- 2024 actions evaluated for bonuses/equity: Acquired three properties (~$44.7M), sold 12 assets (net gain ~$18.0M), executed ~27 leases covering >1M sq ft; physical occupancy >99% in Dec 2024—all cited as key portfolio management achievements by management and the compensation committee .
- The RSU program ties vesting to sustained ROC (AFFO-based) and TSR performance with capped payouts and three-year cycles, emphasizing multi-year value creation .
Board Governance (Director-specific)
- Board service: Director since 1999; current term (Class 2) expires at the 2026 annual meeting .
- Committee roles: Not listed on audit/compensation/nominating in 2024 (committees comprised entirely of independent directors) .
- Independence: The board affirmed five directors as independent; Jeffrey Gould (family of Chairman/Vice Chairman, management role) is not classified as independent .
- Lead Independent Director: J. Robert Lovejoy; presides over executive sessions and coordinates independent oversight .
- Board meetings/attendance: Four meetings in 2024; all directors attended ≥75% of board/committee meetings; all directors attended the annual meeting .
- Dual-role considerations: Senior VP and Director; family relationships (son of Vice Chairman; brother of Chairman) and shared control of the managing GP of Gould Investors introduce independence and related-party oversight considerations .
Director Compensation (context)
- Non-management directors receive cash retainers, committee chair fees, and annual restricted stock grants with five-year cliff vesting; management directors (Chairman/Vice Chairman) receive specific retainers; Jeffrey Gould’s compensation at OLP is via equity awards and Majestic allocations (no director cash fees disclosed for him) .
Related Party Transactions (Governance risk considerations)
- Compensation & Services Agreement (C&SA): OLP paid Majestic $3,322,000 in 2024 (plus $336,000 office expense reimbursement); Majestic is wholly owned by the Vice Chairman; part-time executives (including Jeffrey Gould) are officers of and may receive compensation from Majestic .
- Allocations: Majestic allocated $1,777,000 in 2024 across several executives for services performed on OLP’s behalf; Jeffrey Gould’s allocations are disclosed in the Summary Compensation Table .
- Insurance: OLP reimbursed Gould Investors and affiliates $1,177,000 (2024) for shared property insurance .
- Family ties: The Gould family (Fredric, Matthew, Jeffrey) hold executive roles across OLP, BRT, and Gould Investors; Matthew and Jeffrey share control of Gould Investors’ managing GP; Gould Investors owns ~10.5% of OLP .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approvals: 81.5% (June 2023) and 93.9% (June 2024), which the compensation committee viewed as supportive of pay practices .
Compensation Structure Analysis (Management confidence signals)
- Heavy equity focus for part-time executives: Jeffrey Gould’s OLP compensation is entirely equity-based (restricted stock + RSUs), aligning with long-term performance metrics (TSR/ROC) .
- No severance or employment agreements; clawbacks and stock ownership guidelines are in place, with anti-hedging policy; no excise tax gross-ups .
- Board adopted 2025 Incentive Plan with 750,000-share capacity, prohibitions on repricing and buybacks of unvested awards without shareholder approval, maintaining performance-based awards and multi-year vesting .
Equity Ownership & Alignment Details (Skin-in-the-game)
- Significant personal and affiliated ownership (12.4% beneficial ownership), including shared control of a 10.5% shareholder via Gould Investors, strengthens alignment but introduces potential conflicts requiring rigorous committee oversight .
- Ownership guidelines met for all NEOs/directors; anti-hedging policy; pledging not disclosed .
Employment Terms (Retention risk, transition)
- At-will; no severance; equity accelerates upon change-of-control/death/disability/retirement per plan terms; garden leave/non-compete not disclosed .
- RSU cycle mid-point mechanics can accelerate vesting in change-of-control scenarios (single-trigger effect for equity), reducing retention risk costs but increasing potential exit liquidity for insiders .
Investment Implications
- Alignment: Jeffrey Gould’s compensation is primarily equity-based at OLP with long-dated restricted stock and performance RSUs tied to TSR/ROC, and he holds substantial beneficial ownership, supporting long-term alignment .
- Oversight risk: Family control and related-party service arrangements (Majestic; Gould Investors) warrant attention to independent committee oversight, though committees are fully independent and led by a robust Lead Independent Director .
- Trading signals: Upcoming vesting tranches (Jan each year for restricted stock; June 2025–2027 for RSUs) may create periodic insider selling windows; RSU vesting sensitivity to TSR/ROC implies potential variability tied to capital allocation and AFFO performance .
- Pay/Performance sentiment: Strong say-on-pay support (93.9% in 2024) and pay-versus-performance disclosures indicate shareholder acceptance of equity-heavy, multi-year, metric-based incentives .