One Liberty Properties (OLP) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 5, 2025, to vote on director elections, executive compensation, auditor ratification, and a new incentive plan.

• Board recommends voting in favor of all proposals, including the 2025 Incentive Plan and executive compensation for 2024.

• Shareholders of record as of March 18, 2025, are eligible to vote; 21,586,918 shares outstanding.

Voting matters and shareholder proposals

• Election of three Class 3 directors to serve until 2028.

• Advisory (non-binding) vote on 2024 executive compensation (Say-on-Pay).

• Ratification of Ernst & Young LLP as independent auditor for 2025.

• Approval of the 2025 Incentive Plan authorizing up to 750,000 shares for equity awards.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine directors divided into three classes; three nominees up for election.

• Independent Lead Director presides over executive sessions; majority of directors are independent.

• Three standing committees: audit, compensation, and nominating, all comprised of independent directors.

• Stock ownership guidelines require significant equity holdings by executives and directors.

• Anti-hedging and clawback policies in place for directors and officers.