ONE LIBERTY PROPERTIES REIT INC (OLP)
Sector: Real Estate
2026 Annual Meeting Analysis
ONE LIBERTY PROPERTIES REIT INC · Meeting: June 9, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class 2 Directors
Director since 1989 with extensive REIT and real estate experience; OLP's 3-year price return of +32.6% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +14.0pp, well below the 65pp threshold that would trigger an AGAINST vote for strong-positive TSR; attended 73% of meetings due to illness, just below the 75% threshold, but the disclosed reason (illness) is a mitigating factor and does not independently trigger a No under a reasonable reading; no overboarding or independence concerns identified.
CEO and director since 2002 with deep REIT operating expertise; OLP's 3-year price return of +32.6% outperforms ^FNER (FTSE NAREIT All Equity REITs Index) by +14.0pp, far below the 65pp threshold required to trigger an AGAINST vote for executive directors with strong-positive absolute TSR; no overboarding, independence, or attendance concerns.
Director since 1999 and also serves as CEO of BRT Apartments, a separately listed REIT; while he is a sitting CEO of a public company, the proxy discloses only one outside public board seat (OLP), which is within the permitted limit of fewer than two; OLP's 3-year TSR outperforms ^FNER (FTSE NAREIT All Equity REITs Index) by +14.0pp, well below the 65pp trigger threshold; no overboarding or attendance concerns.
All three Class 2 nominees pass the policy screens: OLP's 3-year price return of +32.6% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +14.0pp, far short of the 65pp underperformance threshold required to trigger an AGAINST vote under the strong-positive TSR tier. Mr. Biederman's attendance of 73% falls slightly below the 75% policy threshold but is attributable to disclosed illness, making it a borderline rather than clear governance failure. No overboarding, independence, or qualification concerns were identified across the slate.
Say on Pay
✓ FORCEO
Patrick J. Callan, Jr.
Total Comp
$2,009,253
Prior Support
97.6%%
CEO total compensation of $2,009,253 is reasonable for a REIT with a ~$510M market cap, consistent with the company's own external benchmarking consultant (Ferguson Partners) finding pay at or below the 25th percentile of comparable REITs. The pay mix is heavily weighted toward equity — the proxy states equity awards comprised approximately 88.9% of the performance/incentive component of CEO compensation, well above the 50–60% minimum variable pay threshold. Incentive awards use genuine, pre-set performance conditions tied to total shareholder return and return on capital over a three-year period, and only 44–46% of recent RSU grants have vested, demonstrating rigorous performance hurdles. Prior Say-on-Pay support was 97.6% in 2025 and 93.9% in 2024, reflecting strong shareholder approval, and the company maintains a meaningful clawback policy as required by NYSE rules.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$938,900
Non-Audit Fees
$19,600
Non-audit fees (tax compliance and advice) totaled $19,600 against audit fees of $938,900, representing only about 2% of audit fees — far below the 50% threshold that would raise independence concerns. E&Y is a Big Four firm appropriate for a company of OLP's size. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy; this absence is noted as a minor negative but does not change the vote. No material restatements were identified.
Overall Assessment
The 2026 OLP annual meeting presents three standard proposals — director elections, auditor ratification, and Say-on-Pay — all of which pass the applicable policy screens and receive FOR votes. OLP's stock has meaningfully outperformed the ^FNER (FTSE NAREIT All Equity REITs Index) over three years, executive pay is modest and heavily performance-linked, and E&Y's non-audit fees are a negligible fraction of audit fees, leaving no policy triggers across the entire ballot.