Karen Till
About Karen A. Till
Karen A. Till, age 62, has served as an independent director of One Liberty Properties, Inc. since 2019. She sits on the Audit Committee and the Nominating and Corporate Governance Committee and is a certified public accountant with deep REIT, finance, and tax experience. Her current term runs through the 2028 annual meeting, and the Board has affirmed her independence under NYSE and SEC committee standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Med‑Metrix, LLC | EVP Corporate Tax & Compliance | Since 2023 | Technology‑enabled healthcare RCM; tax/compliance leadership |
| Miller & Milone, LLC (subsidiary of Med‑Metrix) | Chief Financial Officer | Since 2021 | Finance oversight; healthcare services |
| Miller & Milone, P.C. | Chief Financial Officer | Since 2010 | Healthcare law firm; finance/tax management |
| Arbor Commercial Mortgage, LLC | VP – Strategic & Taxation | 2006–2010 (at Arbor since 1998) | Tax strategies for NYSE‑listed REIT and real estate partnerships |
| BRT Apartments (predecessor BRT Realty Trust) | Finance roles incl. VP (Financial) | 1988–1998; VP 1993–1998 | REIT finance and accounting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sabrina Audrey Milone Foundation, Inc. | Board Member & Treasurer | Since 2019 | Non‑profit board position |
Board Governance
- Committee assignments (2024): Audit Committee member; Nominating & Corporate Governance Committee member. The Audit Committee met 4 times; Nominating met 3 times; all members were independent, and the Audit Committee members were financially literate .
- Independence: The Board affirmed Karen A. Till as independent and also affirmed independence for all members of the audit, compensation, and nominating committees under NYSE and SEC rules .
- Attendance and engagement: In 2024 the Board held 4 meetings; all directors attended at least 75% of Board and committee meetings, and all directors attended the prior annual meeting. Non‑management directors meet regularly in executive session led by the Independent Lead Director (J. Robert Lovejoy) .
- Election results (2025 Annual Meeting): For Till: For 13,956,658; Against 1,070,399; Abstain 53,531; Broker non‑votes 2,119,640 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non‑management directors) | $45,000 | Cash |
| Committee retainers | Audit $12,400; Nominating $6,200 | Cash; chair fees additional but Till not a chair |
| Meeting fees | $1,000 per Board meeting | Cash |
| 2024 Cash paid (Till) | $67,600 | Fees earned or paid in cash |
Performance Compensation
| Equity Award | Grant size | Grant date price/fair value | Vesting | Notes |
|---|---|---|---|---|
| Restricted common stock (2024 cohort) | 3,350 shares | $21.60 closing price on 1/12/2024; $72,360 fair value | 5‑year cliff; accelerates upon specified events | Annual director grant |
| Restricted common stock (2025 cohort) | 3,500 shares | Not specified | 5‑year cliff; accelerates upon specified events | Annual director grant |
- Non‑management director equity is time‑based restricted stock (no options/RSUs for directors). OLP’s 2025 Incentive Plan caps non‑management director awards at 10,000 shares per year and prohibits option repricing or cash buyouts without shareholder approval .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Public company boards | None disclosed | N/A |
| Prior associations | BRT Apartments (predecessor BRT Realty Trust) employment 1988–1998 | Historical employment; several OLP directors currently serve or have served at BRT, but no current related‑party disclosure involving Till |
Expertise & Qualifications
- Certified Public Accountant; extensive REIT finance, strategic planning, tax, and accounting experience across two NYSE‑listed REITs and healthcare finance roles .
- Audit Committee suitability and financial literacy; complements Board’s governance refresh and diversity initiatives (Till added as a highly qualified woman director in 2019) .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Beneficial ownership | 19,998 shares | <1% of shares outstanding (21,586,918) |
| Unvested restricted stock (12/31/2024) | 16,450 shares | Market value $448,098 at $27.24 closing price |
| Ownership guidelines | 3x annual base retainer for non‑employee directors | All directors satisfied guidelines as of 12/31/2024 |
| Hedging/pledging | Hedging and short sales prohibited; no pledging disclosed | Company anti‑hedging policy; no waivers in 2024 |
Insider Trades (Form 4 – Holding Growth via Annual Grants)
| Filing date | Transaction date | Type | Shares transacted | Post‑transaction ownership | Source |
|---|---|---|---|---|---|
| 2025‑01‑16 | 2025‑01‑14 | Award (A) | 3,500 | 19,998 | |
| 2024‑01‑17 | 2024‑01‑12 | Award (A) | 3,350 | 16,498 | |
| 2023‑01‑06 | 2023‑01‑05 | Award (A) | 3,350 | 13,148 | |
| 2022‑01‑13 | 2022‑01‑12 | Award (A) | 3,350 | 9,798 | |
| 2021‑01‑08 | 2021‑01‑06 | Award (A) | 3,200 | 6,448 | |
| 2020‑11‑02 | 2020‑10‑29 | Other (J) | 15 | 3,248 | |
| 2020‑08‑04 | 2020‑07‑31 | Other (J) | 33 | 3,233 | |
| 2020‑01‑22 | 2020‑01‑17 | Award (A) | 3,200 | 3,200 |
Director Compensation Mix (2024)
| Component | Amount ($) | Share count/value basis |
|---|---|---|
| Cash fees | 67,600 | Board/committee/meeting fees |
| Equity (restricted stock) | 72,360 | 3,350 shares at $21.60 grant date closing price (ASC 718 fair value) |
| Total | 139,960 | 2024 director compensation |
Compensation Structure Analysis (Signals)
- Equity emphasis maintained for directors via 5‑year cliff restricted stock; 2025 grant size rose modestly to 3,500 shares (from 3,350) supporting alignment and retention .
- 2025 Incentive Plan governance: hard caps on director awards (≤10,000 shares/year); no option repricing or cash exchange for unvested equity without shareholder approval; default 2‑year cliff for plan awards, with OLP’s practice continuing 5‑year cliff for restricted stock .
Related‑Party Transactions (Conflict Scan)
- OLP discloses extensive related‑party arrangements with Majestic and Gould Investors (fees paid under a Compensation & Services Agreement and shared insurance programs), but no transactions are disclosed that involve Karen A. Till specifically .
- Anti‑hedging and clawback policies are in place; no waivers of the code of conduct in 2024 .
Say‑on‑Pay & Shareholder Feedback
| Meeting | Proposal | For | Against | Abstain | Broker non‑votes |
|---|---|---|---|---|---|
| 2025 Annual Meeting | Say‑on‑Pay (2024 compensation) | 14,598,317 | 363,767 | 118,504 | 2,119,640 |
| Prior votes | Say‑on‑Pay | 93.9% approval (June 2024); 81.5% approval (June 2023) | — | — | — |
Governance Assessment
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Strengths: Independent status; Audit and Nominating committee roles; CPA designation; consistent meeting attendance norms; stock ownership guideline compliance; annual time‑based equity builds alignment; strong shareholder support for governance and compensation proposals .
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Potential risks/monitoring:
- Board‑level related‑party ecosystem (Majestic/Gould Investors) merits continued oversight; no Till‑specific conflicts disclosed .
- Network ties to BRT across OLP directors are notable, though Till’s association is historical; no current interlocks for Till disclosed .
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Overall investor confidence signals: Till’s audit committee role and CPA background support board effectiveness; director equity grants with long cliff vesting and ownership guideline compliance enhance alignment; robust Say‑on‑Pay support and favorable election results indicate broad shareholder backing .