Compensation Committee
This committee recommends the base salary and annual bonus to our full-time senior executive officers and the fees to be paid to our directors, determines (or delegates, in the manner and to the extent permitted by applicable law, the determination of) all awards under our equity based incentive plans, oversees compliance with our stock ownership guidelines, and monitors risks associated with our compensation structure.
Nominating Committee
This committee is responsible for, among other things, recommending a slate of directors for election to the board of directors at the annual stockholders’ meeting, recommending committee assignments to the board of directors, identifying and recommending candidates to fill vacancies on the board of directors between annual stockholder meetings, recommending a slate of officers for election by the board of directors at the annual directors’ meeting, proposing, monitoring and recommending changes to our corporate governance guidelines and overseeing the evaluation of the effectiveness of our board of directors and the committees thereof.
The board believes that it should be comprised of directors with complementary backgrounds and that directors should, at a minimum, have experience which is relevant to our business or otherwise be of assistance to the board in its deliberations. Our nominating committee which we refer to as the nominating committee has not adopted a formal diversity policy in connection with the consideration of director nominations or the selection of nominees. It considers the personal and professional attributes and the experience of each director candidate to promote diversity of expertise and experience among our directors. Additionally, directors should possess the highest personal and professional ethics in order to perform their duties properly and should be willing and able to devote the required amount of time to our business.
When considering candidates for director, the nominating committee will take into account a number of factors, including the following:
Independence, including independence from management and pursuant to the New York Stock Exchange’sNYSE’s director independence standards;
Whether the candidate has relevant business experience;
Judgment, skill, integrity and reputation;
Financial and accounting background, to enable the nominating committee to determine whether the candidate would be suitable for audit committee membership;
Executive compensation background, to enable the nominating committee to determine whether the candidate would be suitable for compensation committee membership; and
The size and composition of the existing board.
The nominating committee will consider candidates for director suggested by stockholders applying the criteria for candidates described above and considering the additional information referred to below. Stockholders wishing to suggest a candidate for director should write to our Office of the Corporate Secretary and include:
A statement that the writer is a stockholder and is proposing a candidate for consideration by the nominating committee;
The name of and contact information of the candidate;
A detailed statement of the candidate’s business and educational experience and an explanation of the reasons why the stockholder believes the candidate is qualified for service on our board of directors;
Information regarding each of the factors listed above sufficient to enable the nominating committee to evaluate the candidate;
A statement detailing any relationship between the candidate and any of our competitors, affiliated companies or officers or directors;
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Detailed information about any relationship or understanding between the proposing stockholder and the candidate; and
A statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected.
When seeking candidates for director, the nominating committee may solicit suggestions from management, incumbent directors and others. The nominating committee or its chair will interview a candidate if it believes the candidate might be suitable to be a director. The nominating committee may also ask the candidate to meet with management.
The nominating committee generally intends to recommend that the board nominate incumbent directors whom the committee believes will continue to make important contributions to us, inasmuch as the committee believes that the continuing service of qualified incumbents promotes stability and continuity, giving us the benefit of the familiarity and insight into our affairs that itssuch directors have accumulated during their tenure, while contributing to the Board’sboard’s ability to work as a collective body.
Independence of Directors
The Boardboard affirmatively determined that for the purposes of the corporate governance requirements of the New York Stock Exchange,NYSE and, as applicable, the SEC, each of (i) Charles Biederman, Joseph A. DeLuca, J. Robert Lovejoy, Leor Siri, Karen A. Till and Eugene I. Zuriff, constituting 60% of our directors and (ii) the members of our audit, compensation and nominating and corporate governance committees, is independent. The Boardboard based these determinations primarily on a review of the responses of our directors to questions regarding employment and compensation history, affiliations and family and other relationships, discussions with directors and relevant facts and circumstances provided to management of any relationships bearing on the independence of a director. In evaluating the independence of Messrs. Biederman and Lovejoy, the Boardboard was aware that these directors are limited partners in an investment vehicle managed by an affiliate of Gould Investors.Investors L.P. Gould Investors is a stockholder and an affiliate of ours and is primarily engaged in the ownership and operation of real estate properties held for investment. See “Certain Relationships and Related Transactions.”
for further information about Gould Investors.
Compensation Committee Interlocks and Insider Participation
None of the compensation committee members were ever officers or employees of our companyours or has had any relationship requiring disclosure by us under any paragraph of Item 404 (Transactions with Related Persons, Promoters and Certain Control Persons) of Regulation S-K.
Communications with Directors
Stockholders, employees and other interested persons who want to communicate with the board, any committee of the board, or any individual director can write to:
One Liberty Properties, Inc.
60 Cutter Mill Road
Suite 303
Great Neck, New York 11021
Attention: Office of the Corporate Secretary
The Office of the Corporate Secretary will:
Forward the communication to the director or directors to whom it is addressed;
Attempt to handle the inquiry directly; for example, where it is a request for information about the company or it is a stock-related matter; or
Not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
At each board meeting, the Secretary will present a summary of all communications received since the last meeting that were not forwarded and make those communications available to the directors on request.
In the event that a stockholder, employee or other interested person would like to communicate with our non-management directors confidentially, they may do so by sending a letter to “Independent Lead Director” at the address set forth above. Please note that the envelope must contain a clear notation that it is confidential.