Patrick Callan Jr

About Patrick J. Callan, Jr.

Patrick J. Callan, Jr. (age 62) is Director, President (since 2006) and Chief Executive Officer (since 2008) of One Liberty Properties (OLP); he has served on OLP’s board since 2002, bringing prior REIT leasing and operating experience from Kimco Realty (VP of Real Estate, 1998–2004) and First Washington Realty (SVP, 2004–2005) . Under his tenure, OLP’s total shareholder return (TSR) improved in 2024 (value of a $100 investment rose to $97.47 from $72.90 in 2023), while net income remained resilient ($30.4M in 2024) . Revenues and EBITDA have been steady against portfolio pruning; see financials below (S&P Global data).

*Values retrieved from S&P Global

Past Roles

External Roles

• None disclosed in OLP filings for Patrick J. Callan, Jr. .

Fixed Compensation

Notes:

• 2025 base salary set at $1,061,330 (+6.0% y/y from 2024) .

Performance Compensation

Incentive Design (three-year RSUs; annual restricted stock)

• RSUs (three-year performance period): 50% TSR; 50% Return on Capital (ROC). Threshold = average annual TSR ≥6% and average annual ROC ≥6%; Maximum = TSR ≥11% and ROC ≥8.75% (pro-rata between) .
• Restricted stock: five-year cliff vest; dividends paid during vesting .
• No dividends on unearned RSUs (dividends paid only to the extent RSUs vest) .
• As of 12/31/24, 76% of RSUs granted in the last three years would have vested, evidencing rigorous targets .

2024/2025 Grants to Patrick J. Callan, Jr.

Vesting Schedules (Unvested at 12/31/24)

Vesting outcomes depend on TSR/ROC achievement; as of 12/31/24, the company assessed RSUs at 76% of target across outstanding cycles .

Realized Vesting in 2024

Equity Ownership & Alignment

• Beneficial ownership: 406,944 shares (1.9% of outstanding) as of March 19, 2025 .
• Outstanding unvested awards (12/31/24): 108,750 restricted shares ($2.96M at $27.24) and 45,000 RSUs (max; $1.23M), indicating substantial equity-at-risk .
• Ownership guidelines: CEO must hold shares ≥4x current base salary; as of Dec 31, 2024, all NEOs and directors met guidelines .
• Hedging/short sales prohibited for covered persons .
• Pledging: Restricted stock may not be pledged/assigned during the restriction period; no separate blanket anti-pledging policy disclosed for already-vested common shares .
• Insider trading/Form 4 activity: Searched recent filings; no Form 4s were found via available tools; however, vesting activity in 2024 is disclosed above (does not indicate any sale) . We searched for Form 4s but found none in our document catalog.

Employment Terms

• Employment status: At-will; no employment or severance agreements .
• Change-in-control (CIC): Single-trigger full vesting of restricted stock; RSUs fully vest if CIC occurs after the cycle mid-point (18 months), or pro-rata if on/before the mid-point—both without regard to performance outcomes .
• Clawback: NYSE-compliant clawback for financial restatements; additional clawback for misconduct-related restatements and termination-for-cause forfeiture .
• Excise tax gross-ups: None; 280G cutback applies to avoid excise tax where beneficial .
• Non-compete/non-solicit: Not disclosed.

Potential Payouts on Termination/CIC (as of 12/31/24; stock at $27.24)

Performance & Track Record

• Operations: 2024 actions included three acquisitions (~$44.7M), 12 asset sales (net gain ~$18.0M), ~27 lease actions covering >1.0M sq ft; physical occupancy exceeded 99% in Dec 2024 .
• Pay vs Performance: Compensation “actually paid” to the CEO increased alongside improved TSR in 2024; TSR value of $100 investment was $97.47 (2024), $72.90 (2023), $67.82 (2022) and net income was $30.4M (2024), $29.6M (2023), $42.2M (2022) .
• Equity rigor: Only 76% of RSUs granted 2022–2024 would have vested (12/31/24 basis), evidencing stringent performance design .

Board Governance (Callan as Director)

• Service history: Director since 2002; Class 2 term expiring at 2026 annual meeting .
• Leadership structure: Separate Chair (Matthew J. Gould) and CEO roles; Independent Lead Director (J. Robert Lovejoy) oversees executive sessions and agenda input, enhancing checks and balances .
• Committee roles: The CEO is not listed as a member of the standing Audit/Compensation/Nominating committees (committees are entirely independent) .
• Attendance: Board held four meetings in 2024; all directors attended ≥75% of board/committee meetings; directors attend annual meeting (all attended prior year) .
• Independence: A majority of directors and all committee members are independent under NYSE standards .

Director Compensation (context)

• Non-management director cash retainers: Board $45,000; Audit $12,400; Compensation $6,200; Nominating $6,200; meeting fees $1,000 where applicable .
• Non-management directors also receive annual restricted stock grants with five-year cliff vesting (3,350–3,500 shares in recent years) .
• Management directors: Chairman and Vice Chairman receive retainers ($338,532 and $135,413 in 2025); CEO compensation is covered in executive tables (no separate board cash fee) .

Compensation Committee & Peer Benchmarking

• Compensation committee: Independent; chaired by J. Robert Lovejoy (members: Lovejoy, Biederman, Gellert in 2024/2025) .
• Independent consultant: Ferguson Partners engaged in 2022; concluded executive team pay was in-line with peer median .
• Compensation peer group (for benchmarking): Broadstone Net Lease, Chatham Lodging Trust, Community Healthcare Trust, CTO Realty Growth, Franklin Street Properties, Global Medical REIT, INDUS Realty Trust, NETSTREIT, Orion Office REIT, Plymouth Industrial REIT, Postal Realty Trust, RPT Realty, Urstadt Biddle Properties, Wheeler REIT .

Say-on-Pay & Shareholder Feedback

• Say-on-Pay approvals: 81.5% (June 2023) and 93.9% (June 2024) support; committee viewed results as supportive of program design .
• 2025 agenda includes approval of a new 2025 Incentive Plan authorizing up to 750,000 shares, with safeguards (no repricing without shareholder approval; typical vesting and performance features) .

Related-Party Transactions (Governance context)

• OLP pays Majestic Property Management Corp. (wholly owned by Vice Chairman Fredric H. Gould) for services under a Compensation & Services Agreement: $3.322M in 2024 (plus $336k office expense reimbursement); 2025 property management fees set at 1.5% (net lease) and 2.0% (operating lease) rents (est. ~$1.4M) .
• Multiple executives have overlapping roles with affiliates BRT Apartments and Gould Investors; the board maintains independence standards on committees .

Compensation Structure Analysis (Signals)

• Mix shift toward equity: Equity grants for CEO rose 18.3% in 2024 vs 2023, further emphasizing long-term alignment (RSUs plus restricted stock) .
• No guaranteed pay or pensions; bonuses remain discretionary within defined performance factors (FFO/ AFFO, occupancy, portfolio management), reinforcing at-risk compensation .
• Rigorous metrics and clawback/anti-hedging policies mitigate risk-taking and enhance alignment .

Equity Ownership & Vesting Overhang (Trading Pressure)

• Upcoming vesting cadence: 21,750 restricted shares vest each January from 2025–2029; up to 15,000 RSUs may vest each June 2025–2027 subject to performance .
• Realized vesting in 2024: 28,500 shares vested for CEO ($635,605 value realized), indicating periodic supply from vesting but not necessarily sales .
• Ownership guidelines met; hedging prohibited; no explicit general anti-pledging policy disclosed (restricted shares cannot be pledged while unvested) .

Investment Implications

• Alignment and retention: Large, performance-conditioned RSU stack (TSR/ROC) and meaningful restricted stock holdings, plus 4x-salary ownership guideline compliance, indicate strong pay-performance linkage and retention incentives .
• Near-term supply watch: Annual January/June vesting cadence (21,750 restricted; up to 15,000 RSUs) could create intermittent liquidity events; absence of recent Form 4s in our catalog limits visibility into sell patterns .
• Governance risk/mitigants: Family-affiliated service agreement and affiliate roles raise related-party scrutiny; mitigated by independent committee oversight, a separate Chair/CEO structure, an Independent Lead Director, and robust clawback/anti-hedging policies .
• Dilution and capacity: Proposed 2025 Incentive Plan (750k shares) provides runway for continued equity-based incentives; monitor potential dilution and grant pacing .
• Execution record: High occupancy (>99% in Dec 2024), active portfolio recycling, and improved TSR in 2024 support management execution under Callan’s tenure .

Data sources: OLP 2025, 2024, 2023 DEF 14A; OLP 2024 10-K; quarterly filings as cited above.