CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Background and Information Regarding Certain of our Affiliates
Israel Rosenzweig, Chairman of our Board, is a Senior Vice President of One Liberty and a Senior Vice President of the managing general partner of Gould Investors. He is the father of (i) Steven Rosenzweig, our Senior Vice President – Legal, and an executive officer of the managing general partner of Gould Investors, and (ii) Alon Rosenzweig, our employee. Fredric H. Gould, a director, is Vice Chairman of the Board of Directors of One Liberty and was, through July 2, 2025, the sole owner of Majestic (as described below). He is the father of Jeffrey A. Gould and Matthew J. Gould. Jeffrey A. Gould, our President, Chief Executive Officer and a director, is a Senior Vice President and a director of One Liberty, a Senior Vice President/Manager of Majestic, shares control of the managing general partner of Gould Investors, and is the father of Ryan Gould, a Vice President of ours and Keith Gould, an employee of Gould Investors. Matthew J. Gould, our Senior Vice President and a director, is the Chairman of the Board of Directors of One Liberty, shares control of the managing general partner of Gould Investors, and is a Senior Vice President/Manager of Majestic. Each of David W. Kalish, Isaac Kalish (the son of David Kalish) and Mark H. Lundy, are executive officers of ours, One Liberty, Majestic and of the managing general partner of Gould Investors.
One Liberty is a real estate investment trust listed on the New York Stock Exchange that owns primarily a portfolio of industrial properties. Majestic, which is controlled by Messrs. Jeffrey A. Gould and Matthew J. Gould and is indirectly owned by them and certain of their family members, provides real property management services, real estate brokerage, and construction supervision services for us and affiliated and non-affiliated entities. Gould Investors is a master limited partnership that owns and operates a diversified portfolio of real estate and other assets. As of the record date, Gould Investors beneficially owns approximately 21.5% of our outstanding shares of common stock. Georgetown Partners is the managing general partner of Gould Investors. Matthew J. Gould and Jeffrey A. Gould control Georgetown Partners and Gould Investors.
Related Party Transactions
Our 2024 and 2025 Equity Awards and Equity Incentive Awards
The grant date fair value of the equity awards (i.e., restricted stock and RSUs) granted to our executive officers (other than our named executive officers) and certain related parties in 2024 and 2025, respectively, are as follows: Fredric H. Gould— $422,884 and $384,530; Mark H. Lundy—$352,981 and $375,339; Israel Rosenzweig — $86,366 and $155,866; Matthew J. Gould—$555,486 and $497,555; and Keith Gould $29,121 and $6,740. The grant date fair value of these awards was calculated in the manner described in note 4 of the Summary Compensation Table. These amounts reflect our accounting expense for these awards and do not correspond to the actual value, if, any that may be realized by these individuals.
Services
For performing Services in 2024 and 2025, the following executive officers and/or directors received, and it is anticipated will receive for performing Services in 2026, respectively, the compensation indicated: Fredric H. Gould, $210,000, $210,000 and $210,000; Matthew J. Gould $291,919, $307,974 and $308,000; Israel Rosenzweig, $43,840, $43,840 and $44,000; and Mark H. Lundy, $110,250, $115,763, and $115,000. Keith Gould will receive $115,000 in 2026 for performing Services. See “Executive Compensation—General” and, for information regarding named executive officers compensated for performing Services, see “Executive Compensation—Summary Compensation Table.”
Shared Services Agreement
We and certain related entities, including Gould Investors, One Liberty and Majestic occupy common office space and share certain services and personnel in common. The allocation of these general and administrative expenses among these entities is computed in accordance with the shared services agreement based on the estimated time devoted by executive, administrative and clerical personnel to the affairs of each participating entity to such agreement. In 2024 and 2025, the amount of general and administrative expenses allocated to us represents approximately 22.0% and 21.6%, respectively, of the total expenses allocated to all entities which are parties to the shared services agreement. Specifically, in 2024 and 2025, we paid $698,000 and $750,000, respectively, for common general and administrative expenses, including telecommunication services, computer services,
