Matthew Gould
About Matthew J. Gould
Matthew J. Gould (age 65) is Chairman of One Liberty Properties’ (OLP) Board since June 2013, Vice Chairman from 2011–2013, Director since 1999, President & CEO from 1989–1999 and Senior Vice President from 1999–2011 . He brings almost 40 years of real estate operating and capital markets experience via leadership of Georgetown Partners (managing general partner of Gould Investors), BRT Apartments, and Majestic Property Management; he also chairs Rainbow MJ Advisors and holds cannabis-related directorships, signaling broad transactional expertise . Company performance context: OLP’s cumulative TSR proxy index moved from 67.82 (2022) to 72.90 (2023) to 97.47 (2024), with net income of $42.2M (2022), $29.6M (2023) and $30.4M (2024), framing pay-versus-performance alignment for the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| One Liberty Properties | Chairman; Vice Chairman; Director; President & CEO; SVP | Chairman since 2013; Vice Chair 2011–2013; Director since 1999; President & CEO 1989–1999; SVP 1999–2011 | Long-tenured governance with deep REIT operations, financing, acquisitions/dispositions |
| Georgetown Partners LLC (managing GP of Gould Investors) | President (1996–2013); Chairman & CEO/Manager (2013–present) | 1996–present | Control of managing GP for Gould Investors, OLP’s 10.5% holder; capital allocation and strategic oversight |
| BRT Apartments Corp. | Senior Vice President (since 1993); Director (since 2001) | 1993–present | Multi-family REIT leadership; interlocks influencing real estate expertise and deal flow |
| Majestic Property Management Corp. | Vice President | >5 years | Shared services provider to OLP under C&SA; operational synergies and related party oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rainbow MJ Advisors | Chairman | Since 2019 | Manages real estate loans/investments in cannabis; alternative asset financing exposure |
| Evelo Biosciences, Inc. | Director | Since 2024 | Involved in commercial cannabis-related activities; sector adjacency |
| MJ Real Estate Investment Trust | Director | Since 2022 | Private REIT focused on cannabis-operator real estate loans/interests; specialty financing |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Chairman Retainer ($) | 312,992 | 312,992 | 325,512 |
| Other Direct Cash from OLP ($) | — | — | — |
| 2025 Chairman Retainer (planned) ($) | — | — | 338,532 |
Notes:
- Matthew J. Gould receives OLP’s Chairman retainer; other cash compensation is primarily equity-based with part-time services compensated by Majestic (see Related Party Transactions) .
Performance Compensation
| Award Component | Metric | Weight | Target (Min→Max) | Actual (Tracking) | Payout Potential (Units) | Grant Date | Vesting |
|---|---|---|---|---|---|---|---|
| RSU (TSR) | Average annual TSR | 50% | 6.0% → 11.0% | RSUs across cohorts at 76% payout if measured 12/31/2024 | 3,250 | 7/16/2024 | Measured through 6/30/2027; pro-rata if < max |
| RSU (ROC) | Average annual ROC | 50% | 6.0% → 8.75% | RSUs across cohorts at 76% payout if measured 12/31/2024 | 3,250 | 7/16/2024 | Measured through 6/30/2027; pro-rata if < max |
| Restricted Stock | Time-based | — | N/A | N/A | 12,000 shares | 1/12/2024 | 5-year cliff vesting in Jan 2029 |
Measurement definitions:
- ROC = Adjusted FFO / Average Capital (equity plus D&A, adjusted for intangibles) over the 3-year cycle .
- TSR measured per award agreement; full vest at ≥ 11.0%; zero at < 6.0%; linear pro-rata between thresholds .
Grant-date fair values:
- Restricted Stock: $259,200 at $21.60 per share .
- RSU-TSR: $49,433; RSU-ROC: $36,531 .
Equity Ownership & Alignment
| Ownership Element | Amount | Detail |
|---|---|---|
| Total Beneficial Ownership (Shares) | 2,651,470 | 12.3% of O/S (21,586,918 shares as of 3/18/2025) |
| Directly Owned | 345,782 | Personal holdings |
| Gould Investors L.P. | 2,272,601 | Deemed shared voting/dispositive power; M. Gould co-controls managing GP |
| Other Vehicles | 33,087 | Foundation (15,152), pension trust (4,169), LLC (13,622), managing GP (144) |
| Unvested Restricted Stock (12/31/2024) | 54,680 | Market value $1,489,483 at $27.24 |
| Unvested RSUs (Assuming Max Units) | 19,500 | Market/payout value $531,180 at $27.24 (assumes full vest) |
| Upcoming RS Vesting Schedule | 10,670 shares in Jan ’25–’28; 12,000 in Jan ’29 | Annual cliff vest tranches as disclosed |
| Upcoming RSU Opportunities | Up to 6,500 in each of Jun ’25–’27 | Vesting contingent on TSR/ROC outcomes |
| Stock Ownership Guidelines | Satisfied | All NEOs and non-management directors met guidelines as of 12/31/2024 |
| Hedging Policy | Prohibited | Short sales, hedging/monetizing transactions, speculative trades barred |
Potential supply overhang:
- RSUs measured through 6/30/2027 and RS time-based vesting through 2029 could increase share availability upon vest, though actual selling depends on insider trading windows and personal decisions .
Employment Terms
- No employment or severance agreements; officers serve “at will.” No guaranteed bonuses or multi-year awards; no defined benefit pension/SERP; no excise tax gross-ups (golden parachutes) .
- Change-of-control acceleration: legacy awards provide full vest of restricted stock and full/pro-rata vest of RSUs depending on timing vs cycle mid-point; retirement (≥65 and requisite service) leads to full RS vest and pro-rata RSUs subject to cycle outcomes .
- Clawbacks: NYSE-required policy for restatements; additional clawbacks for misconduct/termination for cause; forfeiture of unvested equity on cause .
Board Governance
- Role: Chairman of the Board; management director (non-independent) .
- Board structure: Independent Lead Director (J. Robert Lovejoy) oversees executive sessions, agenda input, stockholder communications, and committee participation; mitigates Chairman’s non-independence .
- Committee memberships: Audit, Compensation, and Nominating committees entirely independent; chairs are Leor Siri (Audit), J. Robert Lovejoy (Compensation), Charles Biederman (Nominating); 2024 meetings: Audit 4, Compensation 5, Nominating 3 .
- Attendance: Board held four meetings in 2024; all directors attended ≥75% of board/committee meetings; all directors attended the annual meeting .
Director Compensation (Chairman)
| Component | 2024 | 2025 (Planned) |
|---|---|---|
| Chairman’s Annual Retainer ($) | 325,512 | 338,532 |
Note: Chairman’s retainer amounts are reported in the Salary column of the Summary Compensation Table for Matthew J. Gould .
Multi-Year Compensation (Matthew J. Gould)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 312,992 | 312,992 | 325,512 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 463,111 | 310,366 | 345,164 |
| All Other Compensation ($) | 448,806 | 479,979 | 460,598 |
| Total ($) | 1,224,909 | 1,103,337 | 1,131,274 |
Grant detail (2024):
- Restricted Stock: 12,000 shares at $21.60 grant-date value ($259,200) .
- RSU-TSR: 3,250 max shares ($49,433 grant-date value) .
- RSU-ROC: 3,250 max shares ($36,531 grant-date value) .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR Index (from $100) | 67.82 | 72.90 | 97.47 |
| Net Income ($MM) | 42.2 | 29.6 | 30.4 |
Achievements informing incentive decisions (2024):
- Three property acquisitions totaling ~$44.7M; 12 asset sales with net gain of ~$18.0M; ~27 leases executed/modified covering >1M sq ft; physical occupancy >99% in Dec 2024 .
Say-on-Pay & Shareholder Feedback
| Year | Approval (%) |
|---|---|
| 2023 | 81.5% |
| 2024 | 93.9% |
Related Party Transactions
- Services via Majestic under C&SA: OLP paid $3,322,000 (2024) and $3,317,000 (2023); property management fees embedded; 2025 forecast $1,991,000 plus 1.5%/2.0% of net/op lease tenant rents; reimbursement of direct office expenses $336,000 (2024), $317,000 (2023), $350,000 (2025) .
- Majestic allocated compensation to part-time executives (including Matthew J. Gould), with amounts reported in “All Other Compensation”; allocations reflect Majestic’s internal determinations; amounts paid may differ from allocations .
- Gould Investors held 10.5% of OLP at 3/19/2025; co-controlled by Matthew and Jeffrey Gould; OLP shares outstanding: 21,586,918 .
- Insurance purchased jointly with Gould Investors affiliates; OLP reimbursed $1,177,000 (2024), $1,093,000 (2023) .
Compensation Structure Analysis
- Shift in mix: Chairman retainer rose modestly (2023→2024), while equity awards comprised the majority of compensation; no cash bonus, consistent with equity emphasis and pay-for-performance structure via RSUs on ROC/TSR .
- Performance metrics stayed rigorous: Only 76% of RSU cohorts would have vested as of 12/31/2024, indicating challenging hurdles and capped payouts .
- Governance safeguards: Clawbacks, robust anti-hedging, stock ownership guidelines satisfied by all NEOs and directors as of year-end 2024 .
Employment & Contracts
- At-will employment; no employment agreements, severance packages, guaranteed bonuses or defined benefit pension/SERP; change-of-control vesting mechanics embedded in equity plans (legacy awards accelerate; 2025 Plan does not default to single-trigger) .
- Non-compete/non-solicit/garden leave terms not disclosed.
Board Service History, Committee Roles, and Dual-Role Implications
- Board service: Director since 1999; Chairman since 2013; non-independent management director .
- Committees: Independent-only Audit (Chair: Leor Siri), Compensation (Chair: J. Robert Lovejoy), Nominating (Chair: Charles Biederman); Gould is not indicated as a committee member .
- Dual-role implications: Chairman role with extensive family/affiliate ties (Majestic, Gould Investors, BRT) raises related-party oversight needs; Independent Lead Director structure mitigates but does not eliminate potential conflicts .
Equity Vesting and Insider Selling Pressure
| 2025 | 2026 | 2027 | 2028 | 2029 |
|---|---|---|---|---|
| RS Vest (shares) | 10,670 | 10,670 | 10,670 | 10,670 |
| RSU Potential (shares) | 6,500 | 6,500 | 6,500 | — |
Note: RSUs vest contingent on TSR/ROC outcomes; actual vest shares may be pro-rata; potential supply exists around vesting dates subject to blackout windows and personal decisions .
Investment Implications
- Alignment: Large beneficial stake (12.3%), strict anti-hedging policy, and rigorous ROC/TSR RSU hurdles support shareholder alignment; all directors/NEOs met ownership guidelines as of year-end 2024 .
- Governance risk: Extensive related-party ecosystem (Majestic fees, Gould Investors ownership, family interlocks) elevates conflict oversight needs; Independent Lead Director and independent committees help mitigate but require continued vigilance, especially around C&SA economics and equity acceleration on change-of-control .
- Retention/overhang: Time-based RS through 2029 and contingent RSUs through 2027 create recurring vest events that may contribute to share supply; absence of employment/severance agreements lowers guaranteed retention costs but increases reliance on equity incentives and Majestic allocations .
- Pay sentiment: Strong Say-on-Pay support (93.9% in 2024; 81.5% in 2023) indicates shareholder acceptance of pay design and outcomes amid improving TSR and stable net income in 2024 .