Andrew Spodek

About Andrew Spodek

Andrew Spodek, 49, is Chief Executive Officer and a director of Postal Realty Trust (PSTL) since 2019. He holds an M.S. in Real Estate from NYU and a B.B.A. in Finance & International Management from Boston University, and has over 20 years investing in and managing postal properties, including founding Nationwide Postal Management (NPM) . Pay-versus-performance shows PSTL’s $100 TSR value of $102.55 in 2024 (vs. $106.94 in 2023) and net income of $8.321 million in 2024 (vs. $4.583 million in 2023), framing recent shareholder and profitability outcomes .

Past Roles

External Roles

Fixed Compensation

Realized compensation (cash paid + vesting value + perqs) underscores limited cash take-home:

Performance Compensation

Program design shifts: performance-based LTI increased to 55% in 2024 from 50% in 2021–2023; objective annual bonus framework adopted in 2022; relative TSR added in 2023 (MSCI US REIT Index) .

Equity Ownership & Alignment

Policies and alignment:

• Hedging prohibited; anti-pledging policy in place; as of March 17, 2025, no shares/units pledged by any executive or director; Garber had a limited waiver in 2022 but no pledged shares as of proxy date .
• Stock ownership guidelines: CEO 6x base salary; NEOs 3x base; independent directors 5x cash retainer; retention of net after-tax shares until compliant; options and performance equity excluded; OP/LTIP units count toward policy .

Selected unvested awards and vesting schedule (as of Dec 31, 2024):

Note: The Alignment of Interest Program grants taken in lieu of cash compensation vest 100% at the end of the elected restriction period (e.g., eight-year cliff) with dividends/distributions paid prior to vesting; forfeiture for cause; acceleration upon certain events (death, disability, involuntary termination, change in control) per award terms .

Employment Terms

Board Governance

• Board structure: Five directors; four independent; independent Chair separate from CEO; independent directors hold regular executive sessions without management .
• Committees: Audit and Corporate Governance & Compensation Committees comprised solely of independent directors; chairs: Audit—Barry Lefkowitz; Corporate Governance & Compensation—Anton Feingold .
• Meetings/attendance: Board met 8 times in 2024; Audit 5; Corporate Governance & Compensation 7; all incumbent directors achieved at least 75% attendance and all attended the 2024 Annual Meeting .
• Andrew’s board service: Director since 2019; not on board committees (committees are independent-only), mitigating CEO-plus-Chair concerns as Chair is independent .

Director Compensation (Andrew Spodek as an executive-director)

• PSTL distinguishes non-employee director compensation (committee fees/retainer) from executive compensation; Andrew, as CEO, is covered under NEO compensation rather than director cash retainers (section index referencing Executive Officer and Director Compensation).

Compensation Structure Analysis

• Mix increasingly performance-oriented: Performance-based equity moved from 50% to 55% of LTI in 2024; relative TSR component added in 2023; objective annual bonus framework started in 2022 .
• Alignment of Interest elections: CEO has consistently taken 100% of salary and bonus in equity with eight-year cliff vesting, materially deferring liquidity and amplifying at-risk exposure via the 1.0x restriction multiple .
• Realized vs. reported: CEO’s realized compensation was 10.8% of SCT total in 2024 ($355k vs. $3.283m), indicating strong deferral and alignment rather than immediate cash extraction .
• Options: Company reports no options held or exercised by executives/directors, eliminating option repricing risk .

Related Party Transactions

• Voting Equivalency shares: 27,206 shares issued to an entity controlled by Spodek during formation to align voting with OP unit economics; provides proportional voting relative to economic interest; current combined voting power approx. 9.2% as of March 17, 2025 .
• Managed properties and acquisition: Affiliates of Spodek own interests in properties for which PSTL provides asset management; PSTL acquired 36 USPS-leased properties from entities associated with Spodek on May 30, 2024 for ~$12.5 million cash, approved by a special committee of independent directors; PSTL retains right of first offer on 214 of 360 remaining managed properties; administrative services agreement with a Spodek affiliate in place .
• Partnership agreement: Spodek and affiliates own ~34.6% of outstanding OP/LTIP units not owned by PSTL; redemption rights allow cash or stock exchange after 12 months post-formation .

Performance & Track Record

Program enhancements (2020–2024) demonstrate systematic tightening of pay-for-performance with performance RSUs and relative TSR benchmarking to MSCI US REIT Index (target at 55th percentile) .

Equity Ownership & Insider Selling Pressure

• Large unvested equity stack with multiple cliffs through 2032; eight-year Alignment elections create concentrated future vesting dates (e.g., 2027, 2028, 2029, 2030, 2031, 2032), which could produce episodic supply upon vesting but is mitigated by ownership guidelines requiring retention until compliant .
• No pledging and no hedging permitted; current disclosure indicates no pledge by any executive/director, reducing forced sale risk .

Compensation Peer Group

• Relative TSR measured against MSCI US REIT Index; target payout requires performance at the 55th percentile; objective bonus framework adopted in 2022 .

Say-on-Pay & Shareholder Feedback

• Board recommends “FOR” say-on-pay and “1 YEAR” frequency for advisory votes; approval percentages not disclosed in the proxy .

Expertise & Qualifications

• Education: M.S. Real Estate (NYU); B.B.A. Finance & International Management (Boston University) .
• Domain expertise: Real estate acquisitions/management (USPS assets), finance and capital markets, REIT management experience; board skills matrix highlights broad qualifications relevant to PSTL’s niche .

Employment Terms (Risk & Retention Signals)

• Auto-renewal and robust severance (3x salary+average bonus) with equity acceleration for Alignment Program awards suggest strong retention protection; double-trigger CoC terms and defined Good Reason timelines balance executive protection with shareholder safeguards; company-level clawback policy further aligns incentives .

Investment Implications

• Alignment signal: CEO consistently elects equity in lieu of salary/bonus with eight-year cliff vesting and a 1.0x multiplier, materially deferring liquidity and tying outcomes to TSR—positive for long-term alignment but watch vesting supply in 2027–2032 .
• Pay-for-performance discipline: Increased performance mix (55%), relative TSR benchmarking (MSCI US REIT) at 55th percentile target, and limited realized cash compensation indicate tighter linkage to shareholder results; net income growth 2023→2024 supports incentive framework efficacy .
• Governance mitigants vs. conflicts: Independent Chair and committees, special committee approvals for related party acquisitions, and anti-hedging/anti-pledging policies mitigate dual-class voting and related party risks; nonetheless, ongoing asset management agreements and OP/LTIP ownership concentration require continued monitoring for potential conflicts .
• Retention risk: Strong severance and equity acceleration reduce near-term departure risk; however, concentrated vest cliffs may create windows for liquidity events; stock ownership policy retention mitigates immediate selling pressure .