COMPENSATION COMMITTEE OF THE BOARD
The Compensation Committee (the “Committee”) is responsible for ensuring that
the compensation program of One Liberty Properties, Inc. (the “Company”) is
effective in attracting and retaining executives and directors and that it is
administered fairly and in the shareholders’ interests. The Committee
will review and recommend to the Board of Directors appropriate executive
compensation policies, compensation of the directors and officers, and
executive and employee benefit plans and programs, and shall be responsible for
overseeing such policies, compensation, plans and programs approved by the
Board of Directors and, where appropriate, by the shareholders.
The Committee shall be comprised of three or more members, as determined by the
Board. The members shall be nominated by the Nominating and Corporate
Governance Committee and appointed annually to one-year terms by the
Board. Unless a chair is elected by the Board, the members of the
Committee may designate a chair by majority vote of the full Committee
membership. The members shall serve until their resignation, retirement, removal
by the Board or until their successors shall be appointed and shall
qualify. No member shall be removed except by a majority vote of the
independent directors then in office.
The Board must determine in its best judgment that each member of the Committee
is independent of management and qualified to serve by experience or
education. An independent director means a director who has been
determined by the Board to be free from any material relationship with the
Company, other than their relationship as a director or Board committee member,
within the meaning of the New York Stock Exchange Rules and any applicable laws
and regulations, as amended from time to time. In addition, each member
of the Committee shall be a “non-employee director” as that term is defined
under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and, an
“outside director” as that term is defined for the purposes of Section 162(m)
of the Internal Revenue Code. No member of the Committee shall occupy a position
disclosable as a compensation committee interlock
under the rules and regulations of the Securities and Exchange Commission.
Each member of the Committee shall remain independent during his or her term of
service on the Committee, and may not (i) accept any
consulting, advisory or other compensatory fee or other compensation, other
than standard director’s and committee compensation from the Company, or (ii)
become an affiliated person of the Company or any of its subsidiaries.
Meetings and Procedures
Committee shall fix its own rules of procedure, which shall be consistent
with the Certificate of Incorporation of the Company and this Charter.
Committee shall meet at least once each year and more frequently as
- The Chair
of the Committee or a majority of the members of the Committee may call a
special meeting of the Committee.
majority shall constitute a quorum of the Committee for purposes of each
meeting. All Committee actions shall be taken by a majority vote of
the quorum of members present in person and/or by conference telephone at
Committee may form subcommittees for any purpose that the Committee deems
appropriate and may delegate to such subcommittees such power and
authority as the Committee deems appropriate; provided, however, that:
no subcommittee shall consist of fewer than two
the Committee shall not delegate to a
subcommittee any power or authority required by any law, regulation or listing
standard to be exercised by the Committee as a whole.
Committee may request that any director, officer or employee of the
Company, or other persons whose advice and counsel are sought by the
Committee, attend any meeting of the Committee to provide such pertinent
information as the Committee requests.
each of its meetings, the Committee shall deliver a report on the meeting
to the Board, including a description of all actions taken by the
Committee at the meeting.
Committee shall keep written minutes of its meetings, which minutes shall
be maintained with the books and records of the Company.
Policies and Principles
The Committee shall apply the following
principles in the performance of their duties:
competitively in order to attract, retain and motivate a highly competent
executive team dedicated to achieving the Company’s goals and strategic
plans, which are designed to result in long-term growth in shareholder
individual compensation to individual performance and the success of the
executive officers’ and selected eligible employees’ interests with those
of the Company and its shareholders by providing long-term compensation
opportunities through participation in the One Liberty Properties, Inc.
2003 Incentive Plan and/or any successor or other long-term incentive
compensation plans as may be adopted from time to time.
Responsibilities and Duties
The Committee shall perform the following duties
to the Board of Directors, in consultation with senior management of the
Company (i) the corporate goals and objectives
relevant to compensation of executive officers and directors and (ii) the
compensation and benefits philosophy and strategy for the Company.
performance measures and, if applicable, goals for measuring performance
in consultation with the Chairman of the Board, CEO and President and
other senior officers of the Company.
the performance of the Chairman of the Board, CEO and President.
EVALUATION OF COMPETITIVE PAY
competitive pay levels for key executives of other real estate investment
trusts based on industry analyses.
to the Board of Directors compensation for the CEO and President and other
officers, including salary, bonus, stock and option awards, and, if
applicable, any supplemental compensation or benefit arrangements.
and approve compensation programs applicable to officers and other
selected employees and, upon recommendation of the Chairman of the Board
and CEO and President, review and recommend for Board of Directors
approval the individual compensation awards for the executive officers.
to the Board the compensation for Board members (including retainer,
committee chairman’s fees, stock and option awards and other similar items
such other functions which from time to time may be assigned by the Board
the Compensation Committee Report to shareholders included with the annual
proxy statement or annual report on Form 10-K.
Committee Access to Management and
of the Committee shall have direct access to the Company’s senior
management, employees, and financial, legal and other business advisors,
as requested and as may be necessary and appropriate to support committee
functions and may retain, at the Company’s expense, such advisors at it
Committee shall have the authority (with the knowledge of the Board) to
retain and terminate any compensation consultant used to assist in the
evaluation of a director, CEO, or his or her compensation, including sole
authority to approve the compensation consultant’s fees and other
retention terms, such fees to be borne by the Company.
Committee shall conduct a self-evaluation of its performance annually.
conducting this review, the Committee shall evaluate whether this Charter
appropriately addresses the matters that are or should be within its
conducting this review, the Committee shall address all matters that it
considers relevant to its performance, including at least the
following: the adequacy, appropriateness and quality of the
information and recommendations presented by the Committee to the Board,
the manner in which they were discussed or debated, and whether the number
and length of meetings of the Committee were adequate for the Committee to
complete its work in a thorough and thoughtful manner.