One Liberty Properties : 2024 Proxy Statement

ONE LIBERTY PROPERTIES, INC.

60 Cutter Mill Road

Great Neck, New York 11021

[phone]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 10, 2024

The annual meeting of stockholders of One Liberty Properties, Inc., a Maryland corporation (''we,'' ''us'', ''our'' or the ''Company''), will be held at our offices, located at 60 Cutter Mill Road, Suite 303, Great Neck, NY, on Monday, June 10, 2024 at 9:00 a.m., local time, to consider and vote on the following matters:

1. The election of three Class 1 directors, each to serve until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies;
2. A proposal to approve, by non-binding vote, executive compensation for 2023, as more fully described in the accompanying proxy statement;
3. A proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024; and
4. Any other business properly brought before the meeting.

The Board of Directors recommends that you vote ''FOR'' the election of each of the nominees listed in the accompanying proxy statement, ''FOR'' proposal 2 to approve executive compensation for 2023, and ''FOR'' proposal 3 to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024.

Holders of record of our common stock at the close of business on March 15, 2024 are entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof.

It is important that your shares be represented and voted at the meeting. To assure that your vote will be counted, please complete, date and sign the enclosed proxy card and return it in the enclosed prepaid envelope, whether or not you plan to attend the meeting. Most stockholders can also vote by telephone or via the internet. Telephone and internet voting information is provided on the accompanying proxy card. Your proxy may be revoked in the manner described in the accompanying proxy statement at any time before it has been voted at the meeting.

By Order of the Board of Directors

S. Asher Gaffney,

Vice President and Corporate Secretary

April 22, 2024

TABLE OF CONTENTS
	Page
General	1
Questions and Answers About the Meeting and Voting	1
Governance of the Company	5
General	5
Leadership Structure	5
Risk Oversight	5
Code of Business Conduct and Ethics	5
Committees of the Board of Directors	6
Director Qualifications	6
Independence of Directors	7
Communications with Directors	8
Compensation of Directors	8
Stock Ownership of Certain Beneficial Owners, Directors and Officers	10
Proposal 1 - Election of Directors	11
Highlights of our Compensation Program and Governance Practices	16
What We Do/What We Don't Do	16
Executive Compensation	18
Compensation Program	18
Compensation Consultant	18
The Role of Say-on-Pay Votes	19
Objectives of our Compensation Program	19
Compensation Setting Process	19
Components of Executive Compensation	20
Stock Ownership Guidelines	23
Policy Prohibiting Hedging of our Securities	23
Clawbacks	23
Compensation of Part-Time Named Executive Officers	24
Compensation of the Chairman and Vice Chairman of the Board	24
Analysis	24
Summary Compensation Table	26
Grant of Plan Based Awards During 2023	27
Outstanding Equity Awards at Fiscal Year End	28
Option Exercises and Stock Vested	28
Potential Payments upon Termination or Change-in-Control	29
Pay Ratio	30
Pay Versus Performance	31
Certain Relationships and Related Transactions	34
Proposal 2 - Advisory Approval of the Compensation of Executives	36
Proposal 3 - Independent Registered Public Accounting Firm	37
General	37
Audit and Other Fees	37
Approval Policy for Audit and Non-Audit Services	37
Report of the Audit Committee	38
Additional Information and Notice of Internet Availability of Proxy Materials	39

ONE LIBERTY PROPERTIES, INC.

PROXY STATEMENT

GENERAL

Our Board of Directors is furnishing you with this proxy statement to solicit proxies on its behalf to be

voted at the 2024 annual meeting of stockholders of One Liberty Properties, Inc. The meeting will be held at our offices, 60 Cutter Mill Road, Suite 303, Great Neck, NY 11021 on Monday, June 10, 2024 at 9:00 a.m., local time. Our telephone number is [phone]. The proxies will be voted at the meeting and may also be voted at any adjournments or postponements of the meeting. All properly executed proxy cards, and all properly completed proxies submitted by telephone or by the internet, that are delivered pursuant to this solicitation, will be voted at the meeting in accordance with your directions, unless the proxy is properly revoked before the meeting.

In this proxy statement, we refer to One Liberty Properties, Inc. as ''we'', ''our'', ''us'', ''our company'', to our Board of Directors as the ''board of directors'', ''Board'' or ''board'' and to our shares of common stock as ''common stock'' or ''shares''.

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

What is the purpose of the annual meeting?

At our annual meeting, stockholders will consider and vote on the following matters:

• the election of three Class 1 directors, each to hold office until the 2027 annual meeting and until their respective successors are duly elected and qualify;
• a non-binding advisory vote on executive compensation, which we refer to as the ''Say-on-Pay Proposal'';
• the ratification of the appointment of Ernst & Young LLP, or E&Y, as our independent registered public accounting firm for the year ending December 31, 2024; and
• such other matters as may properly come before the meeting.

How does the board of directors recommend that I vote at the annual meeting?

Our board of directors recommends that you vote:

• ''FOR'' the election of each of the nominees listed in this proxy statement as a director (each, a ''nominee'' and collectively, the ''nominees'');
• ''FOR'' the Say-on-Pay Proposal; and
• ''FOR'' the proposal to ratify the appointment of E&Y as our independent registered public accounting firm for the year ending December 31, 2024.

The persons named as proxies will vote in their discretion on any other matter properly brought before the annual meeting.

Who is entitled to vote?

We are mailing this proxy statement on or about April 26, 2024 to our stockholders of record as of the close of business on March 15, 2024, which we refer to as the ''record date''. The record date was established by our board. Stockholders of record as of the close of business on the record date are entitled to receive notice of and to vote their shares at the meeting. As of the close of business on the record date, 21,253,398 shares of our common stock were outstanding and entitled to vote at the meeting. Each outstanding share of common stock entitles the holder to cast one vote on each director to be elected and each other matter to be considered at the meeting. Shares of our common stock constitute our only outstanding class of voting securities and will vote as a single class on all matters to be considered at the annual meeting.

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How do I vote?

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC), you are considered the stockholder of record with respect to those shares and the proxy card was sent directly to you by our transfer agent. In that case, you may instruct the proxy holders named in the proxy card how to vote your shares of common stock in one of the following ways:

• Vote online. You may vote online at www.voteproxy.com. To vote online, you must have your control number provided in the proxy card.
• Vote by telephone. You may vote by telephone by calling 1-800-PROXIES(1-800-776-9437). To vote by telephone, you must have the control number provided in your proxy card.
• Vote by regular mail. If you would like to vote by mail, please mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided.
• Vote by attending the meeting in person.

Proxies submitted over the internet, by telephone or by mail must be received by 11:59 p.m. New York City time, on June 9, 2024. If you vote by telephone or via the internet, it is not necessary to return your proxy card.

If your shares are held in an account at a brokerage firm, bank, broker-dealer, nominee or other similar organization, which we refer to collectively as an ''Agent,'' then you are the beneficial owner of shares held in ''street name,'' and a voting instruction form was or should have been forwarded to you by your Agent. As a beneficial owner, you have the right to instruct your Agent on how to vote the shares held in your account. You should instruct your Agent how to vote your shares by following the voting instructions provided by your Agent. If you wish to vote in person at the annual meeting, you must obtain a legal proxy from your Agent.

How will my shares be voted?

If you are a stockholder of record as of the close of business on the record date and you do not mark any selections but return the signed proxy card, your shares will be voted by the proxies named on the proxy card ''FOR'' each of the nominees listed in this proxy statement, ''FOR'' the approval of the non-bindingSay-on-Pay Proposal, and ''FOR'' the proposal to ratify the appointment of E&Y as our independent registered public accounting firm for the year ending December 31, 2024. If you are a stockholder of record as of the close of business on the record date and you return the signed proxy card, the proxy holders may vote in their discretion with respect to any other matters that properly come before the meeting. If any nominee named in this Proxy Statement is unwilling or unable to serve as a director, our board may nominate another individual for election as a director at the annual meeting, and the persons named as proxy holders will vote ''FOR'' the election of any substitute nominee.

If you are a stockholder of record as of the close of business on the record date and you wish to name as a proxy someone other than the proxies named on the proxy card, you may do so by crossing out the name of the designated proxies and inserting the name of another person. In that case, it will be necessary to sign the proxy card and deliver it to the person so named and for the person so named to be present at and vote at the meeting with the properly executed and marked proxy card. Proxy cards so marked should not be mailed to us or to Equiniti Trust Company, LLC, which we refer to as ''Equiniti''.

If my shares are held in ''street name'' by my Agent, will the Agent vote my shares without specific instructions from me?

Not in most circumstances. In the absence of your voting instructions, your Agent may only vote your shares in its discretion on ''routine matters'' and your Agent may not vote your shares on proposals that are not ''routine.'' We believe that the proposal to ratify the selection of E&Y is a routine matter on which your Agent can vote on your behalf if you do not furnish voting instructions. All of the other proposals may be considered non-routine matters so your Agent may not be entitled to vote your shares on these proposals without your instructions. A broker non-vote occurs when an Agent does not vote on a particular proposal because the Agent does not have discretionary voting power for that particular matter and has not received instructions from the beneficial owner. If you hold your shares in street name and do not give the Agent specific voting instructions with respect to the proposals regarding the election of directors and the Say-on-Pay Proposal, your shares will

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not be voted on those items, and a broker non-vote will occur. If your shares are held in ''street name'' by your Agent, you should follow the directions provided by your Agent in order to instruct them to how to vote your shares.

Who will count the vote?

A representative of our transfer agent, Equiniti, or another person designated by or at the direction of our board or the chair of the annual meeting will tabulate the votes and act as inspector of elections.

Can I revoke my proxy before it is exercised?

If you hold stock directly in your name, you can revoke your proxy at any time before it is voted at the annual meeting by filing a written revocation with our Office of the Corporate Secretary, or delivering to Equiniti, a properly executed proxy bearing a later date. You may also revoke your proxy with a timely and valid later telephone or Internet vote or by attending the meeting and voting in person. If not so revoked, the shares represented by such proxy will be voted as instructed in the proxy.

If your shares are held in the name of your Agent, you must contact such Agent and comply with the

Agent's procedures if you want to revoke or change the instructions that you previously provided to the Agent.

Attendance at the meeting will not by itself automatically revoke a previously granted proxy.

What constitutes a quorum?

A quorum is the presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting on any matter. To constitute a quorum, the holders of at least 10,626,700 shares must be present in person or by proxy at the meeting. Generally, action cannot be taken at the meeting unless a quorum is present.

Abstentions and brokers non-votes will be considered present for the purpose of determining the presence of a quorum.

Is my vote important?

If you do not submit a proxy or vote in person at the annual meeting, it will be more difficult for us to obtain the necessary quorum to hold the annual meeting.

How many votes does it take to approve the items to be voted upon?

The affirmative vote of a majority of the total votes cast ''for'' and ''against'' as to a nominee is required for the election of such nominee as director. Accordingly, abstentions and broker non-votes will have no effect on the vote for the election of such nominees.

The affirmative vote of a majority of all of the votes cast at the meeting is required for approval of the

Say-on-Pay Proposal and to ratify the selection of E&Y. For the purpose of the Say-on-Pay Proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote. For the purposes of the vote on the selection of E&Y, abstentions will not be counted as votes cast and will have no effect on the result of the vote.

Although the Say-on-Pay Proposal is advisory and not binding on the Board or us in any way, the compensation committee and the Board will review the results of the votes and will consider our stockholders' concerns and take them into account in its future determinations regarding these matters.

Who is soliciting my proxy and who pays the cost?

This solicitation of proxies is made by and on behalf of our board. We will pay the costs of soliciting proxies, including the cost of preparing and mailing this proxy statement and related soliciting materials. In addition to soliciting proxies by mail, our and our affiliates' officers, directors and employees, without additional compensation, may solicit proxies personally or by other appropriate means. It is anticipated that Agents will forward proxy soliciting materials to their principals, and that we will reimburse the Agents' related expenses. We have retained DF King for a fee of $7,000 plus expenses and other customary charges, to aid in the

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solicitation of proxies from our stockholders. To the extent necessary in order to ensure sufficient representation at the meeting, we or our proxy solicitor may solicit the return of proxies by personal interview, mail, telephone, facsimile, Internet or other means of communication or electronic transmission. The extent to which this will be necessary depends upon how promptly proxies are returned. We urge you to send in your proxy without delay.

What is householding?

Stockholders who share the same address and last name may receive only one copy of the proxy materials unless we, in the case of stockholders of record, or such stockholder's Agent, in the case of stockholders whose shares are held in street name, receive contrary instructions. This practice, known as ''householding,'' is designed to reduce printing and mailing costs. Stockholders desiring to discontinue householding and receive a separate copy of the proxy materials, may (1) if their shares are held in street name, notify their Agent or (2) if they are stockholders of record, direct a written request to: One Liberty Properties, Inc., 60 Cutter Mill Road, Suite 303, Great Neck, NY 11021, Attn: Office of the Corporate Secretary.

When are stockholder proposals due for the 2025 Annual Meeting?

We expect that our 2025 annual meeting of stockholders will be held in June 2025.

Our amended and restated bylaws, which we refer to as our bylaws, require that we be given advance written notice of nominations for election to our board and other matters which stockholders wish to present for action at an annual meeting of stockholders (other than matters included in our proxy materials in accordance with Rule 14a-8(e) under the Securities Exchange Act of 1934, as amended (the ''Exchange Act''). The Office of the Corporate Secretary must receive such notice, as well as the information and other materials required by our bylaws, at our principal executive office not later than 5:00 p.m., Eastern Time, on December 27, 2024 and no earlier than November 27, 2024 for matters or nominations to be properly presented at the 2025 annual meeting of our stockholders.

Stockholders who wish to have proposals considered for inclusion in the proxy statement and form of proxy for our 2025 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must cause their proposals to be received in writing by the Office of the Corporate Secretary at the address set forth on the cover page of this proxy statement no later than December 27, 2024. Any proposal should be addressed to the Office of the Corporate Secretary and may be included in next year's proxy materials for our 2025 annual meeting of stockholders only if such proposal complies with the rules and regulations promulgated by the Securities and Exchange Commission, which we refer to as the ''SEC.'' We are not required to include in our proxy statement or our proxy card relating to any annual meeting any stockholder proposal that does not meet all of the requirements for inclusion established by the SEC.

What other information about us is available?

Stockholders can call [phone] or write to us at 60 Cutter Mill Road, Suite 303, Great Neck,

NY 11021, Attention: Office of the Corporate Secretary, to request a copy of our Annual Report on Form 10-K for the year-ended December 31, 2023. This and other important information about us is also available on our web site which is located at www.1liberty.com. Our 2023 Annual Report to Stockholders (the ''Annual Report'') accompanies this proxy statement.

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GOVERNANCE OF THE COMPANY

General

Our business, property and affairs are managed by or under the direction of our board of directors. Members of the board are kept informed of our business through discussions with our chief executive officer, chairman of the board and other officers, by reviewing materials provided to them and by participating in meetings of the board and its committees.

During 2023, the board held four meetings. All of our directors attended at least 75% of the total number of meetings of the board and the committees of which such director was a member. Our independent directors meet at regularly scheduled executive sessions without management. We encourage our directors to attend the annual meeting of stockholders, and last year, all of our directors attended this meeting.

Leadership Structure

Our company is led by Matthew J. Gould, chairman of our board, Fredric H. Gould, vice chairman of our board and Patrick J. Callan, Jr., director, president and chief executive officer. The board of directors designated J. Robert Lovejoy as its ''Independent Lead Director.'' Among other things, the Independent Lead Director presides over, and proposes the topics to be discussed at executive sessions of the independent directors, recommends to the chairman of the board matters to be considered and materials to be reviewed by the board, participates in meetings of the committees of the board, serves as an independent point of contact for stockholders desiring to communicate with the board and performs such other duties and responsibilities as are assigned to him by a majority of the independent directors.

Risk Oversight

Management is responsible for the day-to-day management of risks we face. Our board of directors has overall responsibility for overseeing risk management with a focus on the more significant risks facing us. Our audit committee oversees risk policies and processes related to our financial statements, financial reporting processes, liquidity risks, and other risks (including cybersecurity risks) presented to it from time-to-time by management; our compensation committee oversees risks relating to the compensation of our full-time executive officers; and our nominating and corporate governance committee, which we refer to as the ''nominating committee'', oversees corporate governance risks.

A portion of each quarterly meeting of the audit committee is devoted to reviewing with management, among other things, property portfolio issues which could have a material adverse impact on current or future operations or financial condition, including potential or actual impairments, if any, liquidity risks, debt covenants and maturities, lease expirations and, as required, reviewing risks arising from related party transactions. At each audit committee quarterly meeting, (i) one or more of our chief financial officer, our chief accounting officer, senior vice president, the accounting firm performing the internal audit function on our behalf and our independent registered public accounting firm report to the committee with respect to compliance with our internal control policies and (ii) one or more of our chairman of the board, chief executive officer and chief operating officer may attend, as needed, to discuss our operations or other matters. This process assists the audit committee in overseeing the risks related to our financial statements and the financial reporting process.

At board meetings, the directors review significant risk issues brought to their attention by management and committees of the board.

Our compensation committee, among other things, reviews our incentive compensation arrangements to ensure that such arrangements do not encourage unnecessary risk taking. The compensation committee believes that the compensation programs which are in place do not give rise to any risk that is reasonably likely to have a material adverse effect on us.

Code of Business Conduct and Ethics

We have adopted an amended and restated code of business conduct and ethics, which we refer to as the ''Conduct Code'', that applies to all of our directors, officers and employees. The Conduct Code covers a variety of topics, including conflicts of interest, confidentiality of information, and compliance with laws and

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regulations. See ''Additional Information and Notice of Internet Availability of Proxy Materials'' to obtain access for or copies of our Conduct Code. During 2023, there were no waivers of the provisions of the Conduct Code with respect to any of the persons subject thereto. We will post any amendments to, or waivers of, the Conduct Code on our website.

Committees of the Board of Directors

We have three standing committees: audit, compensation and nominating. Our board has adopted corporate governance guidelines that address the make-up and function of the board and a charter for each of these committees. The charter for each committee requires that such committee be comprised of at least three independent directors and in the case of the audit committee, also requires that at least one member of the committee qualify as a ''financial expert.'' All of the members of each committee were independent during their period of service on such committee and in the case of the audit committee, each such member was also financially literate. See ''Additional Information and Notice of Internet Availability of Proxy Materials'' to obtain access to, or copies of, our corporate governance guidelines and committee charters.

The table below provides membership and meeting information for each of the following committees of the board in 2023:

Name	Audit	Compensation	Nominating
Charles Biederman	✓	Chair
Edward Gellert	✓
J. Robert Lovejoy	✓	Chair
Leor Siri	Chair		✓
Karen A. Till	✓		✓
Number of meetings	4	6	2

Audit Committee

This committee is responsible for assisting the board in overseeing, among other things, (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent registered public accounting firm's qualifications and independence, (iv) the performance of our independent registered public accounting firm, (v) the performance of the accounting firm performing our internal control audit function, (vi) risk oversight responsibilities described in ''- Risk Oversight'', and (vii) the preparation of the audit committee report required by the SEC for inclusion in this proxy statement. This committee is also responsible for the selection and engagement of our independent registered public accounting firm, for approving the fees paid to such firm and, except to the extent delegated to another committee, for approving related party transactions.

Compensation Committee

This committee is responsible for, among other things, (i) determining the base salary, annual bonus and perquisites paid to our full-time executive officers, the fees paid to our directors, and the grants of awards to participants under our equity based plans, (ii) amounts paid pursuant to the compensation and services agreement, (iii) overseeing compliance with our stock ownership guidelines, and (iv) the risk oversight activities described in '' - Risk Oversight''. See ''Executive Compensation - Compensation Program.''

Nominating and Corporate Governance Committee

This committee is responsible for, among other things, recommending a slate of nominees 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, its risk oversight responsibilities described in ''- Risk Oversight'' and overseeing the evaluation of the effectiveness of our board of directors and such committee.

Director Qualifications

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

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to the board in its deliberations. Our 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:

• the candidate's ability to qualify as an independent director;
• whether the candidate has relevant business experience;
• the candidate's judgment, skill, integrity and reputation;
• whether the candidate has a background in accounting, finance or other skills deemed relevant by the board; 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;
• 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 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 such directors have accumulated during their tenure, while contributing to the board's ability to work as a collective body.

Independence of Directors

The board affirmatively determined that each of (i) Charles Biederman, Edward Gellert, J. Robert Lovejoy, Leor Siri and Karen A. Till, constituting approximately 56% of our directors and (ii) the members of our audit, compensation and nominating committees, is independent. The board based these determinations primarily on a review of our directors' responses 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.

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In evaluating independence, the board applied the independence standards of sections 303A.01 and 303A.02 of the New York Stock Exchange Listed Company Manual (the ''NYSE Manual''), as well as our categorical independence standards included in our corporate governance guidelines. The board also applied, with respect to the: (i) audit committee, the independence standards imposed by Rule 10A-3 promulgated under the Exchange Act, and Section 303A.07(a) of the NYSE Manual; and (ii) compensation committee, the independence standards imposed by Rule 10C-1 promulgated under the Exchange Act and Section 303A.02(a)(ii) of the NYSE Manual. See ''Additional Information and Notice of Internet Availability of Proxy Materials'' for information about accessing our corporate governance guidelines.

Non-Management Director Executive Sessions

In accordance with New York Stock Exchange listing standards, our non-management directors meet regularly in executive sessions without management and our independent lead director presides over such sessions.

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 Corporate 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 on the first page of this proxy statement. Please note that the envelope must contain a clear notation that it is confidential.

Compensation of Directors

The following table sets forth the cash compensation paid in 2023 to our non-management directors (and the annual retainer paid, to our Chairman and Vice Chairman, who are management directors) for their service on our board and its committees:

					Committee
	Board		Audit		Compensation	Nominating
Annual retainer	$ 34,650(1)	$12,400	$6,200	$5,200(2)
Participation in meeting	1,000	-	-	-
Chairman's annual retainer(3)	312,992(4)	15,000	8,500	7,000(5)
Vice Chairman's annual retainer	125,197(4)	-	-	-
Lead director's annual retainer	25,000	-	-	-

1. For 2024, this retainer is $45,000.

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