Barry Lefkowitz

About Barry Lefkowitz

Barry Lefkowitz, 63, is an independent director of Postal Realty Trust (PSTL) serving since May 2019. He chairs the Audit Committee, is designated the Board’s “audit committee financial expert,” and also serves on the Corporate Governance & Compensation Committee. Lefkowitz is President & CEO of Huntington Road Advisors LLC (since 2014), co‑founded HMC Real Estate Services LLC, and previously held senior finance roles including EVP & CFO at Mack‑Cali Realty (1996–2014) and Interim CFO at Brixmor Property Group in 2016; he is a Brooklyn College graduate and an AICPA member .

Past Roles

External Roles

Board Governance

• Independence: The Board has determined Lefkowitz is independent under NYSE and SEC rules; four of five directors are independent .
• Committee assignments: Audit Committee Chair (financial expert); member, Corporate Governance & Compensation Committee .
• Attendance and engagement: 2024 meetings—Board 8, Audit 5, Corporate Governance & Compensation 7; all directors attended at least 75% of aggregate Board/committee meetings and attended the 2024 Annual Meeting .
• Leadership structure: Independent Chair (Patrick Donahoe); CEO and Chair roles separated; independent directors hold regular executive sessions .
• Stock ownership policy: Independent directors must hold 5x the annual cash retainer within 5 years of April 2022 (policy adoption) or becoming subject; until met, must retain 100% of net after‑tax shares from awards. OP units and LTIP units count; options and performance‑based equity do not. None of the directors held or exercised stock options .
• Risk oversight: Audit Committee (chaired by Lefkowitz) oversees financial reporting, internal controls, auditor independence, compliance, and cybersecurity risk .
• Clawback/anti‑hedging/anti‑pledging: Executive officer clawback policy adopted (amended Nov 2023); directors/officers prohibited from hedging and from pledging shares except in very limited, pre‑approved cases .

Fixed Compensation

Director compensation framework (non‑employee directors):

2024 actual compensation – Barry Lefkowitz:

Notes (2024 equity detail):

• LTIP units issued in lieu of cash fees for the 12‑month period following May 17, 2024: 3,627 total (aggregate for the cycle), of which 2,276 units correspond to fees prorated for May 17–Dec 31, 2024; plus additional LTIP units granted under the Alignment of Interest Program based on restriction period elections .
• Breakdown for Mr. Lefkowitz’s 2024 equity: (i) 3,627 LTIP units subject to a three‑year vest (1/3 annually), (ii) 1,351 LTIP units representing remaining cash fees taken in LTIPs, (iii) 2,176 additional LTIP units under the Alignment Program with a three‑year restriction period (grant date fair value under ASC 718 included in “Stock Awards”) .

Performance Compensation

Directors’ equity is time/restriction‑based (not tied to operating performance metrics). PSTL’s Alignment of Interest Program lets directors convert cash retainers to LTIP units or restricted Class A shares and receive “extra” units/shares based on longer restriction periods:

• Vesting/forfeit: All LTIP units/shares obtained in lieu of cash and the incremental “multiple” units/shares are subject to forfeiture if the director resigns or is no longer a director before vesting; during the restricted period, directors may vote and receive dividends on unvested awards .
• 2024 Mr. Lefkowitz vesting terms: Three‑year vesting (1/3 annually) applies to 3,627 LTIP units; additional Alignment units subject to a three‑year restricted period .

Other Directorships & Interlocks

Expertise & Qualifications

• Designated Audit Committee Financial Expert; deep financial reporting and accounting expertise .
• Board skills matrix indicates strengths in: real estate, property acquisitions/management, finance and capital markets, investor relations, public company governance, financial reporting/accounting, REIT management, ESG, and risk management .
• Prior C‑suite finance experience at public REITs; interim CFO role at Brixmor; AICPA member; Brooklyn College degree .

Equity Ownership

Additional details:

• Unvested LTIP units (as of Mar 17, 2025): 22,195 for Mr. Lefkowitz .
• Aggregate as of Dec 31, 2024 (including in‑lieu‑of‑cash awards): 27,124 Class A shares and 30,114 LTIP units held .
• Pledging/hedging: Company prohibits hedging; pledging prohibited except in very limited, pre‑approved cases. As of Mar 17, 2025, no shares or units beneficially owned by any executive officer or director were pledged as collateral .
• Ownership guideline: Independent directors required to hold 5x annual cash retainer within 5 years of April 2022 (i.e., by April 2027 for those subject at adoption) .

Related‑Party Exposure and Conflicts

• Policy: The Corporate Governance & Compensation Committee oversees a formal related‑party transactions policy (adopted 2022) evaluating fairness, ordinary course, terms vs third‑party, dollar value, director independence impacts, and conflict risks .
• 2024 transaction: On May 30, 2024, PSTL acquired 36 USPS‑leased properties from entities associated with CEO Andrew Spodek for ~$12.5M; approved by a special committee of four independent directors (PSTL has four independent directors) .
• Additional company‑level related‑party items (Spodek): Voting Equivalency Stock structure, asset management services for certain properties, tax protection agreements, and related office leases (new lease effective Jan 1, 2025) .
• Note: No related‑party transactions are disclosed for Mr. Lefkowitz personally in the 2025 proxy (no Lefkowitz‑specific entries appear in the related‑party section).

Governance Assessment

• Strengths

  • Independent director; Audit Chair; designated financial expert—positive for oversight of reporting quality, controls, auditor independence, and cyber risk .
  • High alignment: director fees commonly taken in equity/LTIPs; additional “restriction multiple” awards encourage long holding periods; robust anti‑hedging/anti‑pledging and stock ownership policy .
  • Engagement: Board/committee meeting cadence is appropriate for a small REIT; attendance thresholds met; independent Chair and executive sessions support oversight .

• Watch‑items / potential red flags

  • Company‑level related‑party ecosystem (CEO‑affiliated entities, tax protections, related lease) increases reliance on independent directors (including Audit Chair) to enforce process rigor; a special committee of independents approved the 2024 related acquisition—a positive procedural signal, but continued vigilance warranted .
  • Dual‑class voting equivalency (held by CEO affiliate) remains a structural governance consideration, though intended to match economic and voting interests .

Overall, Lefkowitz’s profile—former public REIT CFO, audit chair and financial expert, consistent equity‑based director pay—supports investor confidence in board oversight of financial reporting and related‑party risk.

Director Compensation (Barry Lefkowitz) – Detail

Other Governance Signals

• Compensation committee advisor: Ferguson served as independent consultant; the committee determined no conflicts of interest in its engagement .
• Say‑on‑pay: 2025 proxy seeks approval; Board recommends “FOR”; frequency recommendation is “1 YEAR” advisory vote cadence .
• Audit Committee Report: Signed by the Audit Committee, including Chair Barry Lefkowitz, recommending inclusion of audited financials in the 2024 Form 10‑K .

RED FLAGS (none specific to Lefkowitz disclosed)

• No disclosed related‑party transactions for Lefkowitz .
• No hedging/pledging by directors; company policy prohibits (limited exceptions with approval; only a past waiver noted for an officer, not for Lefkowitz) .
• Attendance thresholds met; no low attendance concerns reported .