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URSTADT BIDDLE PROPERTIES INC.
321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 17, 2022
Dear Stockholders:
You are cordially invited to attend
the 2022 Annual Meeting of Stockholders of Urstadt Biddle Properties Inc. (the “Annual Meeting”), which will be conducted
live via audio webcast at 2:00 p.m., Eastern Time, on Thursday, March 17, 2022. Due to the ongoing nature of the COVID-19 pandemic,
the potential impact on the health and safety of our stockholders, employees, directors and other stakeholders, and any local
restrictions that may be in place at such time regarding gatherings, we have determined that it would be prudent for the Company
to hold its Annual Meeting online only. We also believe that this online format is environmentally friendly and encourages increased
participation by stockholders who need not travel to participate. You will need your 16-digit control number, which is included
in the Notice, proxy card or accompanying materials sent to you. You will be able to listen, vote and submit questions during
the Annual Meeting, via www.virtualshareholdermeeting.com/UBA2022. Please see “Questions and Answers” for additional
information on how to participate in the Annual Meeting.
The Annual Meeting will be held for the following purposes:
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To elect three directors to serve for three years as Class I directors;
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2.
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To ratify the appointment of PKF O’Connor Davies, LLP, as the independent
registered public accounting firm of the Company for fiscal year 2022; and
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To transact such other business as may properly come before the meeting or any
adjournment thereof.
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Stockholders of record of the Company’s Class A Common
Shares and Common Shares as of the close of business on January 19, 2022 are entitled to notice of and to vote at the Annual Meeting.
WHETHER OR NOT YOU PLAN TO BE PRESENT (VIRTUALLY) AT
THE ANNUAL MEETING, PLEASE EXERCISE YOUR RIGHT TO VOTE BY FOLLOWING THE INSTRUCTIONS FOR VOTING IN THE “IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MARCH 17, 2022” YOU RECEIVED FOR
THE ANNUAL MEETING, OR IF YOU RECEIVED A PAPER COPY OF THE PROXY MATERIALS, BY SIGNING AND DATING THE PROXY CARD AND RETURNING
IT PROMPTLY IN THE ENVELOPE PROVIDED. YOU MAY ALSO AUTHORIZE YOUR PROXY TO VOTE YOUR SHARES BY TELEPHONE AS DESCRIBED IN
YOUR PROXY CARD.
We look forward to your participation on March 17, 2022.
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By Order of the Directors
WILLING L. BIDDLE
President & Chief Executive Officer
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February 2, 2022
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URSTADT BIDDLE PROPERTIES INC.
321 RAILROAD AVENUE
GREENWICH,
CONNECTICUT 06830
PROXY STATEMENT
FOR
2022 ANNUAL MEETING OF STOCKHOLDERS
March 17, 2022
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NOTICE
OF AVAILABILITY OF PROXY MATERIALS
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Pursuant to rules
adopted by the Securities and Exchange Commission (“SEC”), the Company is providing stockholders with access to
its proxy materials over the Internet. As a result, the Company is mailing to many of its stockholders a Notice Regarding
Availability of Proxy Materials (the “Notice of Availability”) instead of a paper copy of the proxy materials.
All stockholders receiving the Notice of Availability will have the ability to access the proxy materials over the Internet
and to request a paper copy by mail by following the instructions in the Notice of Availability. In addition, the proxy card
contains instructions for electing to receive proxy materials over the Internet or by e-mail in future years. Mailing of paper
copies of this Notice of Annual Meeting of Stockholders and Proxy Statement will begin on or about February 2, 2022. The principal
executive offices of the Company are located at 321 Railroad Avenue, Greenwich, Connecticut 06830 (telephone: 203-863-8200).
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IMPORTANT
NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 17, 2022
This Proxy Statement and the Annual Report to Stockholders are available at www.proxyvote.com.
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QUESTIONS AND ANSWERS
Why am I receiving this Proxy Statement?
You are receiving these materials because
you owned our Common Shares or Class A Common Shares as a “registered” stockholder or you held Common Shares or Class
A Common Shares in “street name” at the close of business on January 19, 2022, the record date (the “Record
Date”) for the Annual Meeting, and that entitles you to vote at our Annual Meeting to be held at 2:00 p.m. on Thursday,
March 17, 2022 at www.virtualshareholdermeeting.com/UBA2022, or any postponements or adjournments of such meeting, for the purposes
set forth in the Notice of Annual Meeting of Stockholders (the “Notice of Meeting”). This Proxy Statement contains
information related to the solicitation of proxies for use at the Annual Meeting.
We had 10,264,037 Common Shares and
30,161,094 Class A Common Shares issued and outstanding on January 19, 2022.
Who is soliciting my proxy?
This solicitation of proxies is made
by and on behalf of our Board of Directors. We will pay the costs of soliciting proxies, which will consist primarily of the cost
of printing, postage and handling. In addition to soliciting proxies by mail, our officers, directors and other employees, without
additional compensation, may solicit proxies personally or by other appropriate means. It is anticipated that banks, brokers,
fiduciaries, custodians and nominees will forward proxy soliciting materials to their principals, and that we will reimburse these
persons’ out-of-pocket expenses. We may also hire a proxy solicitation firm at a standard industry compensation rate, but
do not currently intend to do so.
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What is the difference between a “registered” stockholder and
a stockholder holding shares in “street name?”
If your Common Shares or Class A Common Shares are registered
directly in your name with Computershare, Inc., our transfer agent, you are a “registered” stockholder. If you own
Common Shares or Class A Common Shares through a broker, bank, trust or other nominee rather than in your own name, you are the
beneficial owner of the Common Shares or Class A Common Shares, but considered to be holding the Common Shares or Class A Common
Shares in “street name.”
Who can attend the Annual Meeting and how?
If you are a holder of record of our Common Shares or Class
A Common Shares at the close of business on the Record Date for the Annual Meeting, you are authorized to attend (virtually) the
Annual Meeting at www.virtualshareholdermeeting.com/UBA2022. Due to the ongoing nature of the COVID-19 pandemic, the potential
impact on the health and safety of our stockholders, employees, directors and other stakeholders, and any local restrictions that
may be in place at such time regarding gatherings, we have determined that it would be prudent for the Company to hold its Annual
Meeting online only. We also believe that this online format is environmentally friendly and encourages increased participation
by stockholders who need not travel to attend and participate.
You will need your 16-digit control number, which is included
in the Notice, proxy card or accompanying materials sent to you. The Annual Meeting will begin promptly at 2:00 p.m., Eastern
Time, but online access will open at approximately 1:30 p.m., Eastern Time. We recommend that you log-in in advance to ensure
that you do not encounter any technical difficulties. In the event of a technical difficulty, you may contact the technical support
staff, whose contact information will be posted at www.virtualshareholdermeeting.com/UBA2022.
During the Annual Meeting, you will be able to listen, vote
and submit questions by following the instructions on www.virtualshareholdermeeting.com/UBA2022. We will endeavor to answer as
many pertinent questions as we can in the time allotted. Substantially similar questions may be addressed in one response.
What are the voting rights of stockholders?
Holders of record of Common Shares and Class A Common Shares
of the Company as of the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting.
The outstanding Common Shares and Class A Common Shares constitute the only classes of securities entitled to vote at the Annual
Meeting. Each Common Share entitles the holder thereof to one vote and each Class A Common Share entitles the holder thereof to
1/20 of one vote.
What will constitute a quorum at the Annual Meeting?
The presence, either in person (virtually) or by properly
executed proxy, of stockholders entitled to cast a majority of all votes entitled to be cast at the Annual Meeting is necessary
to constitute a quorum at the Annual Meeting, permitting the stockholders to conduct business at the Annual Meeting. Each Common
Share outstanding on the Record Date entitles the holder thereof to one vote and each Class A Common Share outstanding on the
record date entitles the holder thereof to 1/20 of one vote.
We will include stockholders who have properly executed
proxy cards marked “for,” “against” or “abstain” and “broker non-votes” as present
at the Annual Meeting for purposes of determining a quorum. A broker non-vote occurs when a nominee holding shares for a beneficial
owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares.
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How many votes are needed to approve each of the proposals?
Directors are elected by a majority of the votes cast, which
means more votes “for” a director than votes “against.” Ratification of our independent registered public
accounting firm will require the affirmative vote of the holders of not less than a majority of the votes cast on the matter at
the Annual Meeting, in person (virtually) or by properly executed proxy.
How do I vote?
If you are a “registered” holder of Common Shares
or Class A Common Shares at the close of business on the Record Date for the Annual Meeting, you can vote either in person (virtually)
at the Annual Meeting or by proxy without attending the Annual Meeting. We urge you to vote by proxy even if you plan to attend
(virtually) the Annual Meeting so that we will know as soon as possible that enough votes will be present for us to hold the meeting.
If you attend (virtually) the Annual Meeting, you may vote online at www.virtualshareholdermeeting. com/UBA2022 and your proxy
will not be counted. You can vote by proxy by any of the following methods:
Voting by Telephone or Through the Internet. If
you are a “registered” stockholder, you may vote by proxy by using either the telephone or Internet methods of voting.
Proxies submitted by telephone or through the Internet must be received by 11:59 p.m., eastern daylight time, on March 16, 2022.
Please see the Notice of Availability or proxy card for instructions on how to access the telephone and Internet voting systems.
Voting by Proxy Card. A proxy is your legal designation
of another person (the “proxy”) to vote your shares on your behalf. By completing your proxy through the Internet,
by telephone or by returning a completed proxy card, you are giving Willing L. Biddle, President and Chief Executive Officer,
and Miyun Sung, Senior Vice President, Chief Legal Officer and Secretary, the authority to vote your shares in the manner you
indicate on your proxy. Accordingly, your Common Shares or Class A Common Shares will be voted whether or not you attend (virtually)
the Annual Meeting. Even if you plan to attend (virtually) the Annual Meeting, we encourage you to vote by signing and returning
your proxy card in advance. Each “registered” stockholder electing to receive stockholder materials by mail may vote
by proxy by using the accompanying proxy card. If you return a proxy card that is properly signed and completed, the shares represented
by your proxy will be voted as you specify on the proxy card. If you sign and return a proxy card without indicating how you want
your shares to be voted, Mr. Biddle and Ms. Sung will vote your shares in accordance with the recommendations of the Board.
For those of you holding your Common Shares or Class A Common
Shares in “street name,” we have supplied copies of our proxy materials for the Annual Meeting to the broker, bank,
trust or other nominee holding your shares of record and they have the responsibility to send these proxy materials to you. You
must either direct the broker, bank, trust or nominee as to how to vote your shares, or obtain a proxy from the broker, bank,
trust or nominee to vote at the Annual Meeting. Please refer to the Notice of Availability or the voter instruction card used
by your broker, bank, trust or nominee for specific instructions on methods of voting, including by telephone or using the Internet.
If you fail to give your broker, bank, trust or nominee specific instructions on how to vote your shares with respect to Item
1, your vote will NOT be counted for that matter. It is important for every stockholder’s vote to be counted on these matters
so we encourage you to provide your broker, bank, trust or nominee with voting instructions. If you fail to give your broker,
bank, trust or nominee specific instructions on how to vote your shares on Item 2, such broker, bank, trust or nominee will generally
be able to vote on Item 2 as he, she or it determines.
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What are the Board’s recommendations?
The Board recommends a vote:
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FOR the election of each of the three director nominees to serve
for three years as Class I directors;
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FOR the ratification of the appointment of PKF O’Connor Davies, LLP as
the Company’s independent registered public accounting firm for fiscal year 2022; and
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as to any other matter that may properly come before the Annual Meeting or any
adjournment thereof, in accordance with the recommendation of the Board or, if no recommendation is given, in the named proxies’
discretion to the extent permitted under relevant laws and regulations.
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Shares represented by proxies in the form enclosed, if such proxies are properly
executed and returned and not revoked, will be voted as specified, but where no specification is made, the shares will be voted
as the Board recommends, as set forth above.
Will my Class A Common Shares and Common Shares be voted if I do not provide
my proxy and I do not attend (virtually) the Annual Meeting?
If you do not provide a proxy or vote your Common Shares
or Class A Common Shares held as a “registered” stockholder, your shares will not be counted for purposes of determining
a quorum or for determining whether the matters presented at the Annual Meeting are approved. If you hold your shares in “street
name,” your broker may be able to vote your shares for routine matters even if you do not provide the broker with voting
instructions. The ratification of PKF O’Connor Davies, LLP as our independent registered public accounting firm for fiscal
year 2022 is considered a routine matter. Your broker may not vote your shares for non-routine matters if you do not provide the
broker with voting instructions.
How are abstentions and broker non-votes treated?
Abstentions are counted as present for determining a quorum.
For each proposal, because abstentions are not treated as votes cast, they will have no effect on any of the items to be considered
at the Annual Meeting.
Broker non-votes are votes that are not cast (and are not
permitted to be cast) on a non-routine matter because the broker has not received voting instructions from the beneficial owner.
On routine matters, brokers have discretionary authority to cast a vote even in the absence of voting instructions from the beneficial
owner. For example, proposal 2 is a routine matter, but each of the other proposals are non-routine matters. If a broker were
to vote on a routine matter but not on a non-routine matter, then the shares held in street name would be counted as present for
determining a quorum, but would have no effect on the outcome of non-routine matters for which there was a broker non-vote.
May I change my vote after I return my proxy card?
Yes. You may change or revoke a previously granted proxy
at any time before it is exercised at the Annual Meeting by submitting a proxy bearing a later date or by voting in person (virtually)
at the Annual Meeting. Please note that attendance (virtually) at the meeting will not, in itself, constitute revocation of a
previously granted proxy.
If your Common Shares or Class A Common Shares are held
in street name, then you may submit new voting instructions by contacting your broker or nominee. You may also vote in person
(virtually) at the Annual Meeting.
Why did I receive more than one Notice, proxy card, voting instruction form
and/or email?
You will receive more than one Notice of Availability, proxy
card, voting instruction form or email, or any combination of these, if you hold your Common Shares or Class A Common Shares in
different ways (i.e., joint tenancy, trusts and custodial accounts) or in multiple accounts. You should provide voting instructions
for all Notices of Availability, proxy cards, voting instruction forms and email links you receive.
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What is “householding” and how does it affect me?
If you and other residents at your mailing address who have
the same last name own our Common Shares or Class A Common Shares in street name, your broker or bank may have sent you a notice
that your household will receive only one Annual Report to Stockholders (the “Annual Report”) and Proxy Statement.
This practice of sending only one copy of proxy materials is known as “householding.” If you did not respond that
you did not want to participate in householding, you were deemed to have consented to the process. If the foregoing procedures
apply to you, your broker has sent one copy of each of our Notice of Availability or Annual Report, Notice of Meeting and Proxy
Statement to your address. However, even if your broker has sent only one copy of these proxy materials, each stockholder in your
household should receive a proxy card or should be able to vote individually via telephone or internet. You may revoke your consent
to householding at any time by contacting your broker or bank, if you hold your shares in a “street name,” or by calling
Computershare at (866) 203-6250 if you are a “registered” stockholder. The revocation of your consent to householding
will be effective 30 days following its receipt. In any event, if you did not receive an individual copy of our annual report
or Proxy Statement, we will promptly send a separate copy of the Annual Report, the Proxy Statement or the Notice of Availability
to you upon oral or written request. Such request can be made by contacting us at 321 Railroad Avenue, Greenwich, CT 06830, attention:
Secretary (telephone number: (203) 863-8200). Any stockholders sharing the same address and currently receiving multiple copies
of the Annual Report and the Proxy Statement who wish to receive only one copy of these materials per household in the future
may also contact your broker or bank or us to participate in the householding program.
How may “registered” stockholders and stockholders holding Common
Shares or Class A Common Shares in “street name” elect to receive future stockholder materials by electronic mail
(“email”) delivery?
Opting to receive all future proxy materials via email delivery
saves us the cost of producing and mailing documents to your home or business and helps us to conserve natural resources. “Registered”
stockholders who wish to receive their proxy materials in this manner may register to do so on Computershare’s website at
www.computershare.com/investor in which case you will receive an email containing links to our proxy materials. If you own Common
Shares or Class A Common Shares in “street name” and wish to receive proxy materials via an email containing links,
you must contact your broker, bank, trust or nominee for instructions on how to receive future proxy materials in this manner.
Stockholders who hold Common Shares or Class A Common Shares in different ways (i.e., joint tenancy, trusts and custodial accounts)
or in multiple accounts will need to complete the applicable process for each account. Your election to receive your proxy materials
by email delivery will remain in effect for all future annual meetings until you revoke it.
What if I have questions about the Notice of Availability, voting or email
delivery?
Questions regarding the Notice of Availability, voting or
email delivery should be directed to our Secretary (telephone number: (203) 863-8200) at 321 Railroad Avenue, Greenwich, CT 06830.
You should rely only on the information provided in this
Proxy Statement. We have not authorized anyone to provide you with different information. You should assume that the information
in this Proxy Statement is accurate only as of the date of this Proxy Statement or, where information relates to another date
set forth in this Proxy Statement, then as of that date.
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PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors consists of nine members. There are
currently no vacancies on the Board of Directors. Pursuant to Section 6.2 of the Company’s charter, the directors are divided
into three classes designated as Class I, Class II and Class III, each serving three-year terms. The terms of three directors,
comprising Class I, expire at the Annual Meeting on March 17, 2022. The Board of Directors, upon recommendation of the Nominating
and Corporate Governance Committee (the “Governance Committee”), has nominated Willing L. Biddle, Bryan O. Colley
and Robert J. Mueller to serve until the 2025 Annual Meeting of Stockholders, and until their successors have been elected and
shall qualify.
See “Information Concerning Continuing Directors and
Executive Directors” for information regarding the continuing Class II and Class III directors and “Corporate Governance
and Board Matters” for information regarding the process for evaluating directors and the nomination process, as well as
determinations of director independence. See “Certain Relationships and Related Party Transactions” for information
regarding family relationships amongst our directors and named executive officers.
Class I Directors with Terms Expiring in 2022
Willing L. Biddle, age 60, has served on the Board
of Directors of the Company since 1997, as Chief Executive Officer since 2013 and as President since 1996. Previously, he served
as Chief Operating Officer from 1996 to 2013, Executive Vice President during 1996, Senior Vice President, Management from 1995
to 1996, and Vice President, Retail from 1993 to 1995. Mr. Biddle previously served as an Advisory Director of the Putnam Trust
Company from 2002 to 2008. Prior to joining the Company, he was an officer of a privately held commercial real estate investment
company in the New York area and an officer in the Commercial Real Estate department of Chase Manhattan Bank.
Experience, Qualifications, Key Attributes and Skills:
Mr. Biddle brings to the Company more than 30 years of experience in commercial real estate, real estate finance and leasing.
Prior to his appointment as Chief Executive Officer, Mr. Biddle served in various executive management positions within the Company
for more than 20 years, including as President and Chief Operating Officer for 17 years. Through these roles, Mr. Biddle developed
extensive knowledge of the real estate markets in which the Company operates and strong relationships with retailers and other
property owners, which are critical to the Company’s business. Through his hands-on management approach, Mr. Biddle has
a comprehensive understanding of the Company’s operations, which places him in a unique position to share valuable insights
with the Board and bring strategic leadership and long-term vision to the Company.
Bryan O. Colley, age 66, has served on the Board
of Directors of the Company since 2015. Mr. Colley has been a principal of a number of entities including, among others, Benchris,
Inc., Bryan C. Limited Partnership and McMontebello LLC, which collectively operate numerous McDonald’s restaurants. Mr.
Colley is the founder, and from 2000 to 2019, was Chairman of Ronald McDonald House of the Greater Hudson Valley. In 2019, Mr.
Colley became Chairman Emeritus. He served as a Director of Country Bank from 1988 to 2019, which focuses on real estate lending,
where he was a member of the Examining (Audit), Executive, Risk, and Compensation Committees. Mr. Colley previously served as
a Director of Tosco Funding Corporation from 1996 to 2001 and Tosco Capital Corporation from 1995 to 2001.
Experience, Qualifications, Key Attributes and Skills:
As both an attorney and businessman, Mr. Colley has over 35 years of experience owning, managing, operating and/or leasing
commercial properties and restaurant enterprises, all skills that are valuable to the Board. In particular, his extensive knowledge
of franchising, a business model employed by many of the Company’s tenants, enables Mr. Colley to offer valuable insight
with respect to the Company’s leasing strategy and its understanding of the industries in which the Company’s tenants operate. Mr. Colley also brings valuable insight into
the local business markets, given his decades of experience as a business executive in the New York City tri-state area. Also,
with over 30 years of experience on Country Bank’s Board, Mr. Colley has a good working knowledge of real estate lending.
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Robert J. Mueller, age 80, has served on the Board
of Directors of the Company since 2004. Mr. Mueller previously served as Senior Executive Vice President of The Bank of New York
from 1991 to 2004, as Executive Vice President of The Bank of New York from 1989 to 1991, and as a member of Battery Park City
Authority from 2005 to 2012. From 1992 to 1998, Mr. Mueller served as Chief Credit Policy Officer of The Bank of New York, with
responsibilities as head of worldwide risk management. From 1998 to 2004, his responsibilities included the bank’s global
trading operations, commercial real estate lending, regional commercial banking, community development, residential mortgage lending
and equipment leasing. He was also a member of the bank’s Senior Planning Committee. Mr. Mueller currently serves on the
Board of Emigrant Savings Bank. He is Director Emeritus of the Borough of Manhattan Community College Fund. He is also a trustee
of Brewster Academy in Wolfeboro, New Hampshire and serves on the Board of Beth Israel Deaconess Medical Center in Boston, Massachusetts.
Previously, Mr. Mueller served as a Director of Reverse Mortgage Investment Trust, Inc. from 2014 to December 2020 and as a Director
of Community Preservation Corp. from 1992 to 2013.
Experience, Qualifications, Key Attributes and Skills:
Mr. Mueller is a seasoned veteran in the world of commercial real estate and finance, having served in various executive roles
and as a director of a number of publicly traded corporations. Immediately prior to joining the Board of Directors of the Company,
Mr. Mueller served for more than 15 years in various executive capacities at The Bank of New York. His extensive experience in
both finance and real estate have provided Mr. Mueller with the leadership, strategic planning, risk management and operational
experience that is sought after in public company directors, as well as a deep understanding of finance and accounting that is
critical to service as Chairman of the Company’s Audit Committee.
Vote Required; Board Recommendation
At the Annual Meeting, the stockholders of the Company will
vote on the election of three directors comprising Class I directors. The affirmative vote of a majority of the votes cast with
respect to each nominee at the Annual Meeting, in person (virtually) or by proxy, subject to quorum requirements, will be required
to elect a director. Each nominee must receive more “for” votes than “against” votes in order to be elected
as a director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
EACH OF THE NOMINEES FOR ELECTION AS DIRECTOR.
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INFORMATION CONCERNING CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
The continuing directors in Class II are Kevin J. Bannon,
Richard Grellier and Charles D. Urstadt, whose terms expire at the 2023 Annual Meeting of Stockholders. The continuing directors
in Class III are Catherine U. Biddle, Noble O. Carpenter, Jr. and Willis H. Stephens, Jr., whose terms expire at the 2024 Annual
Meeting of Stockholders.
Class II Directors with Terms Expiring in 2023
The following information concerning the principal occupation,
other affiliations and business experience of each of the three nominees has been provided to the Company by such nominee:
Kevin
J. Bannon, age 69, has served on the Board of Directors of the Company since 2008. From April 2008 to June 2015, Mr. Bannon
was a Managing Director of Highmount Capital in New York. Between 1993 and 2007, Mr. Bannon served as Executive Vice President
and Chief Investment Officer of The Bank of New York. Mr. Bannon currently serves as a Director of the PGIM Retail Mutual Funds
and PGIM’s closed-end funds, as a Director of the Boys and Girls Club of Northern Westchester, as a Director of the Hundred
Year Association of New York, and as a Director, Kensico Cemetery. Previously, Mr. Bannon served as a Director of AltaOne Capital
from 2015 to 2020, President of BNY Hamilton Funds from 2003 to 2007, Trustee of Regis High School from 1997 to 2003, and Director
of Shorewood Packaging Corporation from 1992 to 2000. Mr. Bannon holds a Chartered Financial Analyst (CFA) designation.
Experience, Qualifications, Key Attributes and Skills:
Mr. Bannon has over 30 years of extensive investment, risk management and executive leadership experience, including service
in senior investment, planning and finance positions as Executive Vice President and Chief Investment Officer of The Bank of New
York. Mr. Bannon holds a Chartered Financial Analyst (CFA) designation. In addition, Mr. Bannon brings to the Company a wealth
of experience overseeing corporate risk management and processes for risk detection, avoidance and mitigation, skills that are
critical to his service on the Company’s Board of Directors and its Audit Committee.
Richard Grellier, age 61, has served on the Board
of Directors of the Company since 2011. Since 2006, Mr. Grellier has been a Managing Director of Deutsche Bank Securities Inc.,
where he oversees capital market transactions, with a particular emphasis on REITs and real estate operating companies. He joined
Bankers Trust, a predecessor to Deutsche Bank Securities Inc., in 1994. Prior to that position, Mr. Grellier was a project manager
for a developer, builder and operator of hospitality-related projects in the New York Metropolitan area where he focused on waterfront
development and construction. He previously served as a member of the Company’s Board of Consultants from 2002 to 2010.
Mr. Grellier currently serves on the Board of Directors of Tilton School in Tilton, New Hampshire.
Experience, Qualifications, Key Attributes and Skills:
Mr. Grellier brings to the Board over 30 years of real estate experience, including over 25 years as a real estate investment
banker, specialized knowledge of the retail REIT sector and extensive experience in capital markets solutions. This experience,
together with his educational background, has provided Mr. Grellier with the kinds of skills in risk management, strategic planning
and capital markets that are valued by the Board, as well as the financial knowledge that is essential to his role on the Board
of Directors.
Charles D. Urstadt, age 62, serves as Chairman of
the Board of Directors. Mr. Urstadt has served on the Board of Directors of the Company since 1997 and as Vice Chairman from 2017
through December 2018. He is currently Chairman and President of Urstadt Property Company, Inc., a real estate investment corporation,
which is not related to the Company. He joined Urstadt Property Company, Inc. in 1990. Mr. Urstadt has over 40 years of experience
in the real estate business, including as Executive Director of Sales for Halstead Property LLC from 2007 to 2009, Executive Vice
President of Brown Harris Stevens Inc. from 1992 to 2001 and Senior Vice President of Pearce, Urstadt, Mayer & Greer,
Inc. from 1980 to 1989. Mr. Urstadt is currently Chairman Emeritus and Trustee of the Ogden Museum of Southern Art in New Orleans
and Secretary and Director of the Preservation Resource Center of New Orleans. Previously, he was a Chairman
and Director of the Miami Design Preservation League and Chairman and member of the City of Miami Beach Planning Board. He has
served as a Director of the Friends of Channel 13/WNET and member of the New York State Board for Historic Preservation. He is
a licensed real estate broker in Louisiana, Florida, New York, New Jersey and Connecticut.
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Experience, Qualifications, Key Attributes and Skills:
Mr. Urstadt brings a wealth of real estate and business experience from his current position as Chairman and President of
Urstadt Property Company, Inc. This real estate enterprise represents the culmination of over 35 years of experience in real estate
sales and leasing brokerage, property management and corporate policy-making. Mr. Urstadt also brings to the Board his experience
serving on a variety of private company boards. The Board draws on Mr. Urstadt’s experience and real estate acumen for insights
into the real estate industry and for strategic direction on the Company’s operations.
Class III Directors with Terms Expiring in 2024
Catherine U. Biddle, age 58, has served on the Board
of Directors of the Company since 2013. She is Executive Vice President and Secretary of Urstadt Property Company, Inc. and Executive
Vice President and Secretary of Two Park Place Corp., each a real estate investment corporation unrelated to the Company. Mrs.
Biddle also serves as Director, Kensico Cemetery and as a Director of the Ronald McDonald House of the Greater Hudson Valley.
Mrs. Biddle previously served as Trustee, Historic Hudson Valley from 2012 to 2014 and as an officer in The Bank of New York’s
Commercial Real Estate Finance Division from 1989 to 1993.
Experience, Qualifications, Key, Attributes and Skills:
Mrs. Biddle brings to the Board valuable experience in the real estate sector, as well as many years of experience serving
on both private company and not-for-profit boards. In addition to her current positions as Executive Vice President and Secretary
of Urstadt Property Company, Inc. and Executive Vice President and Secretary of Two Park Place Corp., Mrs. Biddle has a commercial
real estate banking background and possesses strong familiarity with properties in the Company’s core geographic area and
the markets within which they are located. The combination of her current and past professional experiences, together with her
real estate expertise, particularly in the Company’s core geographic areas, has enabled her to contribute immensely to the
Board’s understanding of the Company’s core markets and add strategic insight into the Company’s operations.
Noble O. Carpenter, Jr., age 60, has served on the
Board of Directors of the Company since 2016, and is Senior Managing Director of Banyan Street Capital, a real estate investment
firm that owns and operates office and multi-family properties in the eastern United States. Prior to joining Banyan Street in
2019, he was President, Investor Services & Capital Markets, Americas for Cushman & Wakefield, a commercial
real estate services company. Prior to the merger of DTZ and Cushman & Wakefield in September 2015, Mr. Carpenter was
President of DTZ’s America Capital Markets team and President of Cassidy Turley’s Capital Markets. He was a member
of Cassidy Turley’s Board of Directors and Chair of the Audit Committee. Prior to joining Cassidy Turley in 2011, Mr. Carpenter
spent more than 20 years at Jones Lang LaSalle, where he was an International Director in the Capital Markets Group. Mr. Carpenter
is a member of the Board of Directors of 5G LLC, a company that facilitates the integration of commercial real estate rooftops
into wireless carrier networks.
Experience, Qualifications, Key Attributes and Skills:
As a seasoned executive in the real estate industry, Mr. Carpenter has over 30 years of experience in commercial real estate,
with broad knowledge of the national real estate market, as well as specific knowledge of the suburban markets surrounding New
York City. In particular, his extensive knowledge of real estate investment, brokerage and financing enables Mr. Carpenter to
offer valuable insight with respect to the Company’s acquisition and financing strategy. He also brings prior experience
serving on an audit committee.
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Willis H. Stephens, Jr., age 66, has served on the
Board of Directors of the Company since 2019. Mr. Stephens is an attorney who has been in private practice for forty years with
a concentration in real estate transactions, land use development and litigation. He has served as the Town Attorney for the Town
of Southeast, New York since 2007, advising the town on, among other things, municipal, zoning, planning, labor and employment,
land use, litigation and transactional matters. He has also been a member of The Stephens Law Firm, PLLC since 2006 and serves,
among other things, as General Counsel for the United Cerebral Palsy Association of Putnam and Southern Dutchess Counties, Inc.
Previously, he served as a member of the New York State Assembly from January 1995 to December 2006. He currently serves on several
philanthropic and non-profit boards, including as a charter member of the Executive Committee of the Southeast Rotary Club, a
chapter of Rotary International. He was previously a Board Member of Citizens Environmental Research Institute and an Advisory
Board Member for Trinity-Pawling School, a private preparatory school.
Experience, Qualifications, Key Attributes and Skills:
As an attorney, Mr. Stephens has nearly 40 years of experience in the fields of land use, zoning and other real estate matters,
all skills that are valuable to the Board. Mr. Stephens also brings valuable insight into the local real estate markets, given
his decades of experience practicing law in the New York City and surrounding suburban areas.
Executive Officers Who are Not Directors
John T. Hayes, age 55, has served as Senior Vice
President, Chief Financial Officer & Treasurer of the Company since 2008. From 2007 until his appointment as Chief Financial
Officer, Mr. Hayes served as Vice President and Controller. Mr. Hayes has worked for more than 30 years in the real estate industry,
first as a public accountant and then in private industry. Prior to joining the Company, he served as Corporate Controller for
a privately owned developer and operator of large-scale commercial laundromats in the U.S as well as a privately owned real estate
developer of retail and office properties. Previously, Mr. Hayes practiced public accounting for 10 years in New York City with
PKF, a regional certified public accounting firm specializing in the service of real estate clients.
Stephan A. Rapaglia, age 51, has served as Senior
Vice President, Chief Operating Officer, Real Estate Counsel & Assistant Secretary since 2014. From 2012 to 2014, Mr.
Rapaglia served as Senior Vice President, Real Estate Counsel and Assistant Secretary and as Vice President, Real Estate Counsel
from 2008 to 2012. Prior to joining the Company, Mr. Rapaglia served in private practice for seven years, specializing in commercial
real estate at major law firms. Mr. Rapaglia is a Member of the New York State Bar Association and has been designated Authorized
House Counsel by the Connecticut Bar Examining Committee.
Miyun Sung, age 46, has served as Senior Vice President,
Chief Legal Officer & Secretary since December 2017. From May 2016 to December 2017, Ms. Sung served as Senior Vice President,
Chief Corporate Counsel & Secretary. Prior to joining the Company, Ms. Sung was Vice President, Corporate Counsel &
Secretary of a NYC/SF-based Nasdaq-listed software technology company, and practiced as a corporate and securities attorney at
Hogan Lovells LLP, Washington, D.C., for more than 10 years. Her other professional experiences include serving as senior in-house
counsel for a Tysons, Virginia-based Nasdaq-listed business intelligence software company earlier in her career. Ms. Sung is a
Member of the New York State Bar Association and has been designated Authorized House Counsel by the Connecticut Bar Examining
Committee.
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CORPORATE GOVERNANCE AND BOARD MATTERS
We are committed to maintaining sound corporate governance
principles, which we believe are essential to serving our stockholders well and maintaining our integrity in the marketplace.
Accordingly, the Board of Directors has adopted and maintains the following:
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Corporate Governance Guidelines, which address the qualifications
and responsibilities of directors, director independence, committee structure and responsibilities, and interactions with
management, among other matters
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Code of Ethics for Senior Financial Officers
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Code of Business Conduct and Ethics
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Together with the Company’s Bylaws and the charters
of the Board’s committees, these guidelines and policies provide the framework for governance of the Company. From time
to time, we may revise these guidelines, policies and charters in response to changing regulatory requirements, evolving best
practices and the concerns of our stockholders and other constituents. Please visit our website at www.ubproperties.com under
“Investors / Overview / Governance Documents” to view or obtain a copy of the current version of any of these documents.
Board Leadership Structure
The Board currently separates the positions of Chairman
of the Board and Chief Executive Officer. The Chief Executive Officer has overall responsibility for guiding the executive management
team. The Chairman has responsibility for conducting all Board meetings and is the final authority on the agenda for all Board
meetings. Charles D. Urstadt has been serving as Chairman since January 1, 2019, as Vice Chairman from September 2017 through
December 2018 and as a director on the Board of Directors since 1997. Willing L. Biddle has been serving as Chief Executive Officer
since July 2013, having previously served as President and Chief Operating Officer for seventeen years. He joined the Board of
Directors in 1997.
Currently, the Company does not have a separate lead director
position. All of the independent directors serve on the Governance Committee. The Board also relies on the Chairs of its committees,
each of whom is independent, to provide additional leadership, and therefore believes that the leadership structure is appropriately
balanced.
Pursuant to our Corporate Governance Guidelines and Governance
Committee charter, each year, our Governance Committee evaluates the structure and composition of our Board of Directors, including
the current leadership structure, and discusses its recommendations with the full Board.
Board Independence
Our Corporate Governance Guidelines require that at least
a majority of our directors satisfy the independence requirements of the New York Stock Exchange (“NYSE”) listing
standards, as well as comply with applicable SEC regulations. To adequately assess and ensure that at least a majority of our
directors qualify as independent and each of the Audit Committee, Compensation Committee and Governance Committee is comprised
solely of independent directors, the Board undertakes an annual review of the independence of all directors. In making its determinations
regarding independence, the Board considers all facts and circumstances, including any business and other relationships between
the Company and each of its directors. During the Board’s most recent assessments of director independence, it considered
the following relationships: a market-rate lease for restaurant space at one of our shopping centers between the Company, as landlord,
and McDonald’s Corporation, as tenant, with respect to which location Mr. Colley serves as franchisee, and financial services
provided by Deutsche Bank, by whom Mr. Grellier is employed. In the case of Mr. Grellier, he does not receive any portion of fees
paid by Deutsche Bank by the Company, and he has been and will continue to be walled off both financially and otherwise from any
transactions the Company may enter into with such company. Based upon its review, the Board of Directors determined
that Kevin J. Bannon, Noble O. Carpenter, Jr., Bryan O. Colley, Richard Grellier, Robert J. Mueller and Willis H. Stephens, Jr.
are independent, consistent with the Corporate Governance Guidelines.
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Criteria for Membership on the Board of Directors; Nominations for Director
Each year, the Governance Committee oversees the Board and
committee self-evaluation process and considers individuals for appointment, election or re-election to the Board. In identifying
and evaluating individuals, the Governance Committee has the authority to consider candidates from a variety of sources, including
existing members of the Board, new candidates proposed by management or other directors, as well as candidates that may be proposed
by stockholders. The Governance Committee also has the authority to consult with or retain advisors or search firms to assist
in identifying qualified director candidates, but has not retained one. After identifying and evaluating potential candidates,
the Governance Committee then makes a recommendation to the Board regarding director appointments and nominations for election
or re-election, taking into account the criteria set forth in the Director Candidate Guidelines, which are part of the Corporate
Governance Guidelines.
Pursuant to the Director Candidate Guidelines, the Board
of Directors believes that a candidate for election to the Board should possess the intelligence, education and experience necessary
to make a significant contribution to the Board. In order to make such a contribution, a candidate should bring a range of skills
and perspectives to the deliberations of the Board. While a candidate’s overall ability and experience will determine his
or her suitability, the Governance Committee, which is responsible for identifying candidates and making recommendations to the
Board, will examine the following minimum attributes and qualifications, which are set forth in the Director Candidate Guidelines
included in the Corporate Governance Guidelines:
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a candidate’s demonstrated integrity and ethics consistent
with the Company’s Code of Business Conduct and Ethics;
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a candidate’s willingness and ability to participate fully in Board activities,
including active membership and attendance at Board meetings and, subject to the independence criteria established by the
NYSE listing standards and applicable rules of the SEC, participation on at least one committee of the Board; and
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a candidate’s willingness to represent the best interests of all of the
Company’s stockholders and not just a particular constituency.
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The Board has not adopted a numerical limit on the number
of non-public company boards on which its directors may serve, but has adopted limits on the number of public company boards and
committees on which a director may serve, as discussed below. Accordingly, the Governance Committee will consider the demands
on a candidate’s time in selecting nominees. In addition, the Governance Committee will take into consideration such other
factors as it deems appropriate, including:
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a candidate’s experience in real estate, business, finance,
accounting rules and practices, law and public relations;
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a candidate’s management experience, judgment, skill and experience with
businesses and organizations comparable to the Company;
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the appropriate size and diversity of the Company’s Board of Directors;
and
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the needs of the Company with respect to the particular talents and experience of its directors and the interplay of
the candidate’s experience with that of other Board members.
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In considering diversity in selecting director nominees,
the Governance Committee gives weight to the extent to which candidates would increase the effectiveness of the Board by improving
the experience, qualifications, key attributes and skills represented by the members of the Board. The Company requires that at least a majority of its directors satisfy the independence criteria established
by the NYSE and any applicable SEC rules, as they may be amended from time to time. In addition, the Governance Committee will
consider the financial literacy and financial background of nominees to ensure that the Board has at least one “audit committee
financial expert” on the Audit Committee and that Board members who might serve on the Audit Committee satisfy the financial
literacy requirements of the NYSE. The Governance Committee believes it appropriate for at least one key member of the Company’s
management to participate as a member of the Board.
Stockholders can suggest qualified candidates for director
by writing to the Company’s Secretary at 321 Railroad Avenue, Greenwich, CT 06830. Submissions that comply with the requirements
set forth in Section 2.04 of the Company’s Bylaws will be forwarded to the Chair of the Governance Committee for review
and consideration. Under our Bylaws, in order to have a stockholder proposal or director nomination considered at an annual meeting
of stockholders, stockholders are generally required to deliver to the Company certain information concerning themselves and their
stockholder proposal or director nomination, as specified in the Bylaws, not less than 75 days nor more than 120 days prior to
the anniversary date of the immediately preceding annual meeting (the “annual meeting anniversary date”); provided,
however, that, if the annual meeting is scheduled to be held on a date more than 30 days before or more than 60 days after the
annual meeting anniversary date, notice must be delivered to us not later than the close of business on the later of the 75th
day prior to the scheduled date of such annual meeting or the 15th day after public disclosure of the date of such meeting. A
copy of our Bylaws is available on the Company’s website under “Investors / Overview / Governance Documents”
at www.ubproperties.com. It may also be obtained by sending a written request to the Company at the attention of the Secretary.
See also “Other Matters” in this Proxy Statement for dates currently applicable for submissions for the 2023 annual
meeting of stockholders. Failure to comply with the timing and informational requirements set forth in the Company’s Bylaws
will result in such proposal or director nomination not being considered at the annual meeting.
The Committee will consider all candidates for director
nominated by a stockholder in accordance with the Company’s Bylaws, policies and applicable laws in the same manner that
it considers any other candidate.
Service on Other Boards
The Company recognizes that its members may benefit from
service on the boards of other companies. Accordingly, the Company places no specific limits on the number of non-public company
directorships an individual member of the Board may hold. However, because of the heightened demands of serving on a public company
board, the Company’s Corporate Governance Guidelines provide that a director should not sit on more than four public company
boards (including the Company) or serve on the audit committees of more than three public companies (including the Company), and
if a director is the CEO of a public company other than the Company, he or she would be subject to a limit of three (including
the Company) public company boards. The Company’s CEO should not sit on more than two public company boards (including the
Company). Service on the boards of a series of mutual funds, ETFs or similar funds, whether open-end or closed-end, that are controlled
(i.e. >50% ownership) by the same parent would be considered service on one board. The Corporate Governance Guidelines provide,
moreover, that each director must dedicate sufficient time to service on the Board and in considering nominees for election and
re-election, the Board takes into account the other demands on the time of a candidate and, with respect to current members of
the Board, their attendance at, preparedness for and participation in Board and committee meetings. Therefore, on a case-by-case
basis, it may be appropriate for the Board to impose further restrictions on outside board service.
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Committees of the Board of Directors
The Board of Directors has four standing committees: an
Audit Committee, a Compensation Committee, a Governance Committee and an Executive Committee. The current members of our committees
are as follows:
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Audit
Committee
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Compensation
Committee
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Nominating &
Corporate Governance Committee
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Executive
Committee
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Willing L. Biddle
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Kevin J. Bannon*
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Chair
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Catherine U. Biddle
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Noble O. Carpenter, Jr.*
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Bryan O. Colley*
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Chair
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Richard Grellier*
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Robert J. Mueller*
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Chair
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Willis H. Stephens, Jr.*
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Charles D. Urstadt
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The Board of Directors has determined that each of Messrs.
Mueller and Bannon meets the standards of an “Audit Committee Financial Expert” as that term is defined under Item
407(d) of Regulation S-K. Each member of the Audit Committee is financially literate, as required by the NYSE.
Audit Committee
The Audit Committee consists of three independent directors,
each of whom is independent as defined in the listing standards of the NYSE and meets other standards and requirements set forth
in the Corporate Governance Guidelines. The Audit Committee operates pursuant to a written charter that is reviewed annually.
Until December 15, 2021, the Audit Committee consisted of Robert J. Mueller, Richard Grellier and Kevin J. Bannon. At the December
15, 2021 meeting of the Board of Directors, the Audit Committee was reconstituted to consist of Robert J. Mueller, Kevin J. Bannon
and Noble O. Carpenter, Jr. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities. The
Audit Committee’s primary duties are to:
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monitor the integrity of the Company’s financial statements,
financial reporting processes and systems of internal controls over financial reporting;
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monitor the Company’s compliance with legal and regulatory requirements
relating to the foregoing;
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monitor the independence and performance of the Company’s independent
auditor and internal auditing function;
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provide an avenue of communication among the Board, the independent auditor,
management and persons responsible for the internal audit function; and
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prepare the Report of Audit Committee, as required by applicable securities
regulations.
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The Audit Committee has sole authority and direct responsibility
for the appointment, retention, oversight and, when appropriate, termination of the independent auditor of the Company. The Audit
Committee is responsible for the audit fee negotiations associated with the Company’s retention of the independent auditor.
In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular
rotation of the independent auditor, consistent with applicable rules and regulations. In addition, in conjunction with the mandated rotation of the independent
auditor’s lead engagement partner, the Audit Committee and its Chair are directly involved in the selection of the independent
auditor’s new lead engagement partner.
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The Audit Committee reviews with management and the independent
auditor the Company’s quarterly financial statements and internal accounting procedures and controls, and reviews with the
independent auditor the scope and results of the auditing engagement. See “Report of Audit Committee” set forth in
this Proxy Statement for a further description of the Audit Committee’s responsibilities. Additional rights and responsibilities
are set forth in the Audit Committee’s written charter.
Compensation Committee
The Compensation Committee consists of two independent directors,
each of whom is independent as defined in the listing standards of the NYSE and meets other standards and requirements set forth
in the Corporate Governance Guidelines. Until December 15, 2021, the Compensation Committee consisted of Bryan O. Colley, Noble
O. Carpenter and Willis H. Stephens, Jr. At the December 15, 2021 meeting of the Board of Directors, the Compensation Committee
was reconstituted to consist of Bryan O. Colley and Willis H. Stephens, Jr. The Compensation Committee operates pursuant to a
written charter that is reviewed annually. Key responsibilities of the Compensation Committee include:
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reviewing the Company’s overall compensation strategy to ensure that it promotes stockholder
interests and supports the Company’s strategic objectives;
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reviewing and approving corporate goals and objectives relevant to compensation of the Company’s Chief Executive
Officer, evaluating the Chief Executive Officer’s performance in light of those goals and objectives and establishing
the compensation of the Company’s Chief Executive Officer;
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reviewing and recommending to the Board compensation for directors and non-CEO executive officers;
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administering the Company’s Amended and Restated Restricted Stock Award Plan and approving bonus or cash incentive
plans used to compensate officers and other employees; and
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reviewing and discussing with management the Compensation Discussion and Analysis and preparing the Compensation Committee
Report, as required by applicable securities regulations.
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The Compensation Committee may, in its sole discretion,
retain or obtain the advice of a compensation consultant and other advisors in the discharge of its duties. Additional rights
and responsibilities are set forth in the Compensation Committee’s written charter.
For a description of the role performed by executive officers
in determining or recommending the amount or form of executive and director compensation, see “Compensation Discussion and
Analysis.”
Nominating and Corporate Governance Committee
The Governance Committee consists of six independent directors,
each of whom is independent as defined in the listing standards of the NYSE and meets other standards and requirements set forth
in the Corporate Governance Guidelines. The Nominating and Corporate Governance Committee consists of Kevin J. Bannon, Noble O.
Carpenter, Jr., Bryan O. Colley, Richard Grellier, Robert J. Mueller and Willis H. Stephens, Jr. The Governance Committee operates
pursuant to a written charter that is reviewed annually and was approved by the Board. All of the independent directors serve
on the Governance Committee. The principal responsibilities of the Governance Committee are to:
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establish criteria for Board membership and selection of new directors;
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recommend nominees to stand for election to the Board, including incumbent Board members and candidates for new directors;
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develop and recommend a set of corporate governance principles and evaluate compliance by management
and the Board with those principles, ethics standards and its code of conduct;
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review the Company’s insider trading policy;
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develop and periodically review succession planning for the Chief Executive Officer, with the assistance of the Chief
Executive Officer and other members of the Board; and
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oversee an annual evaluation of the performance of the Board of Directors and each of its chartered committees.
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The Governance Committee has sole authority to select and
retain, terminate and approve the retention terms of any consultant or search firm to be used in identifying director candidates.
Additional rights and responsibilities are set forth in the Governance Committee’s written charter.
Executive Committee
The Executive Committee consists of five directors. In general,
the Executive Committee is convened only if timely attention to a transaction or matter makes calling a meeting of the Board of
Directors not feasible or difficult. The Executive Committee may exercise such powers of the directors between meetings of the
directors as may be delegated to it by the directors (except for certain powers of the directors which may not be delegated).
Until December 15, 2021, the Executive Committee consisted of Robert J. Mueller, Willing L. Biddle, Charles D. Urstadt and Catherine
U. Biddle. At the December 15, 2021 meeting of the Board of Directors, the Executive Committee was reconstituted to consist of
Robert J. Mueller, Richard Grellier, Willing L. Biddle, Charles D. Urstadt and Catherine U. Biddle.
Meetings of the Board of Directors and its Committees; Director Attendance
Pursuant to our Corporate Governance Guidelines, the Board
is required to hold a minimum of four quarterly meetings per year. Directors are expected to attend substantially all meetings
of the Board and meetings of the committees of the Board on which they serve. During the fiscal year ended October 31, 2021, the
Board held seven meetings, in addition to actions by unanimous written consent.
Pursuant to their committee charters, each of the Compensation
Committee and Governance Committee is required to meet at least once per year, and the Audit Committee is required to meet at
least quarterly. The Executive Committee only meets on an as needed basis. During the fiscal year, the Audit Committee held five
meetings, the Compensation Committee held one meeting, the Governance Committee held one meeting and the Executive Committee held
one meeting.
Each director attended 100% of the meetings held by the
Board of Directors and committees of which such director was a member.
The Company encourages, but does not require, that members
of its Board of Directors attend the annual meeting of stockholders. Each of the Company’s directors attended the Annual
Meeting of Stockholders held on March 17, 2021.
Executive Sessions
The Chair of the Governance Committee presides over all
executive sessions of the independent directors. The independent directors of the Company met four times in executive session
in 2021. Mr. Bannon, Chair of the Governance Committee, presided over the meetings.
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Table of Contents
Risk Oversight
One of the important roles of our Board is to oversee various
risks that we may face from time to time. While the full Board has primary responsibility for risk oversight, it utilizes its
committees, as appropriate, to monitor and address the risks that may be within the scope of a particular committee’s expertise
or charter. The Audit Committee regularly reviews and discusses the Company’s policies and procedures with respect to risk
assessment generally and specifically financial risk exposures, including risks associated with liquidity, interest rates, credit,
operations and other matters, as well as internal controls over financial reporting. The Audit Committee’s review of internal
controls includes the policies, processes and controls that management has implemented to address cybersecurity risk. As part
of this process, management reports on recommendations made by third-party advisors. The Audit Committee also oversees risks related
to the Company’s policies concerning the whistleblower process, the code of ethics for senior financial officers and the
code of business conduct and ethics. The Compensation Committee oversees risks related to the Company’s policies concerning
executive compensation and compensation generally. The Governance Committee oversees risks related to the Company’s policies
regarding related party transactions and insider trading, among other things.
Each committee reports regularly to the Board to facilitate
the Board’s risk oversight. The Board also receives reports directly from senior officers who may be involved on a more
regular basis with specific risk issues.
Code of Ethics for Senior Financial Officers; Code of Business Conduct and
Ethics
We have adopted a Code of Ethics for Senior Financial Officers
(the “Code of Ethics”). The Code of Ethics applies to the Company’s Chief Executive Officer, Chief Financial
Officer and Controller and is intended to promote honest and ethical conduct, promote proper disclosure in the Company’s
periodic reports, promote compliance with applicable laws, rules and regulations, promote prompt reporting of violations, and
promote accountability to the Code of Ethics by the Company’s senior officers who have financial responsibilities, among
other things. We intend to satisfy the disclosure requirements under the Securities and Exchange Act of 1934, as amended, regarding
an amendment to or waiver from a provision of our Code of Ethics by posting such information on our web site.
We have also adopted a Code of Business Conduct and Ethics
that applies to all of our employees and directors that is similarly designed to promote ethical conduct. We intend to satisfy
the disclosure requirements under NYSE listing standards regarding any waiver for a director or executive officer from a provision
of our Code of Business Conduct and Ethics by posting such information on our web site.
Policy Regarding Stock Ownership
The Company believes that it is in the best interest of
the Company and its stockholders to align the financial interests of executives and directors with those of the Company’s
stockholders. Therefore, the Board of Directors has adopted minimum stock ownership guidelines as follows:
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CEO must hold shares equal in value to at least five times (5x) his/her annual base salary.
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Chairman must hold shares equal in value to at least three times (3x) his/her annual base salary.
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Each executive officer (other than the CEO and Chairman) must hold shares equal in value to at least two times (2x) his/her
annual base salary.
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Each non-employee director must hold shares equal in value to at least two times (2x) his/her annual cash retainer (exclusive
of fees for committee service).
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The value of such holdings is measured at the end of the
fiscal year based on the average closing price of a share of the Company’s stock at the end of each quarter for such fiscal
year.
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Table of Contents
Directors and executive officers may satisfy their ownership
requirements with Common Stock or Class A Common Stock in these categories:
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Shares beneficially owned directly or indirectly (e.g. by a spouse or trust)
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Time-vesting, but yet unvested, shares of restricted stock granted by the Company
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|
|
|
|
●
|
Shares held in a 401(k) plan
|
Directors and executive officers must achieve ownership of the applicable
stock ownership threshold within 36 months of joining the Company. Non-employee directors and executive officers who have not
achieved the applicable stock ownership threshold may not sell any shares and must hold all net-settled shares (after payment
of withholding taxes and transaction costs) of restricted stock granted by the Company until he or she meets the applicable stock
ownership threshold.
Policy Prohibiting Hedging of Company Stock
We have adopted a Policy Regarding Transactions in Company
Stock that prohibits directors, officers and employees of the Company, as well as their family members or other persons with whom
they have a relationship, from buying or selling Company securities while in possession of material non-public information. In
addition, the policy, among other things, prohibits directors, officers, employees and other insiders from establishing short
positions and hedging transactions, including through prepaid variable forwards, equity swaps, collars and exchange funds.
Environmental, Social and Governance (“ESG”) Initiatives
Our Board has adopted Corporate Responsibility Policies
and Practices addressing environmental stewardship, social responsibility and ethics & governance that we believe create
long-term value for our stockholders, while serving our communities, investing in our people and positively impacting the environment.
Our Board of Directors exercises oversight over these matters and discusses them at least once annually. Our Corporate Responsibility
Policies and Practices are available on our website.
Environmental Initiatives
We seek to improve our properties in ways that provide additional
ancillary revenue or value, while benefiting the environment and communities in which we have a presence. For example, we have
a robust renewable energy program, pursuant to which we have placed solar panel installations on the roofs of many of our shopping
centers and are working on additional installations. We have also installed electric vehicle charging stations at a number of
our properties, which we believe will not only benefit the environment but enhance customer experience at our shopping centers.
Other initiatives include converting incandescent and florescent lighting to LED at various properties and upgrading parking lot
lighting systems to operate more efficiently. While we are committed to environmental responsibility, we also believe that these
initiatives need to be financially feasible and beneficial to the Company, which may require that these projects be completed
over a period of time. We will continue to seek financially responsible opportunities to reduce our carbon footprint and lower
our energy usage, while improving the value of our properties.
We are aware that climate change may exacerbate changes
in weather patterns and natural disasters, including increased flooding at one or more of our properties. We carry flood insurance
on all of our properties, but will continue to keep vigilant to understand the potential impacts of climate change and take steps
to mitigate its impact and to comply with any new regulations.
18
Table of Contents
Social Responsibility: Human Capital & Communities
We believe that our employees are one of our greatest resources.
In order to attract and retain high performing individuals, we are committed to partnering with our employees to provide opportunities
for their professional development and promote their well-being. To that end, we have undertaken various initiatives, including
the following:
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|
●
|
providing department-specific training, access to online training seminars and opportunities to participate
in industry conferences, as well as “Urstadtversity,” a company-wide training program that educates employees
about various aspects of the real estate business through a regular speaker series;
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|
|
|
|
|
|
●
|
introducing the next generation of real estate leaders through internship programs;
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|
|
|
|
|
|
●
|
providing annual reviews and regular feedback to assist in employee development and providing opportunities for employees
to provide suggestions to management and safely register complaints;
|
|
|
|
|
|
|
●
|
providing family leave, for example, for the birth or adoption of a child, as well as sick leave, that exceed minimum
regulatory requirements;
|
|
|
|
|
|
|
●
|
focusing on creating a workplace that values employee health and safety, and to that end providing expanded paid sick
leave during the COVID-19 pandemic;
|
|
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|
|
|
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●
|
committing to the full inclusion of all qualified employees and applicants and providing equal employment opportunities
to all persons, in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the
principles and requirements of the Americans with Disabilities Act; and
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●
|
appreciating the many contributions of a diverse workforce, understanding that diverse backgrounds bring diverse perspectives,
resulting in unique insights.
|
We also believe in being a good neighbor, partnering with
community leaders and non-profits to promote community-building events, through sponsorship and/or by donating the temporary use
of our properties, many of which serve as critical hubs for basic neighborhood activities. During the continuing COVID-19 pandemic,
our shopping centers have played critical roles in serving the surrounding neighborhoods. We have also played a small part in
enhancing the safety of our customers by rolling out curbside pickup at many of our shopping centers. In addition, we donated
the use of one of our shopping center parking lots for critical drive-through COVID-19 testing. We also contributed space at one
of our shopping centers to serve as a free vaccination site. We contribute to the local economy by partnering with local contractors
on local projects when possible.
Governance
We are committed to operating our business in accordance
with the highest moral, legal and ethical standards, as set forth in our Code of Business Conduct and Ethics and other key policies.
Just as we are stewards of the environment and bear social responsibilities to our employees and communities, we are fiduciaries
to our stockholders. To that end, we have implemented policies, procedures and best practices as discussed elsewhere in this proxy
statement.
Contacting the Board of Directors
Stockholders and other interested parties who desire to
contact the Company’s Board of Directors or any individual director may do so by writing to: Board of Directors, c/o Secretary,
Urstadt Biddle Properties Inc., 321 Railroad Avenue, Greenwich, CT 06830. The Board has instructed our Secretary to promptly forward
all such communication to the specified addressees thereof.
19
Table of Contents
Stockholders and other interested parties also may direct
communications solely to the independent directors of the Company, as a group, by addressing such communications to the Independent
Directors, c/o Secretary, at the address set forth above.
In addition, the Board of Directors maintains special procedures
for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls
or auditing matters, and for the submission by employees of the Company, on a confidential and anonymous basis, of concerns regarding
questionable accounting or auditing matters. Such communications may be made by writing to the Audit Committee of the Board of
Directors, c/o Secretary, at the address set forth above. Any such communication marked “confidential” will be forwarded
by the Secretary, unopened, to the Chairman of the Audit Committee.
See also penultimate paragraph under “Criteria for
Membership on the Board of Directors; Nominations for Directors” for instructions on how stockholders may contact the Company
regarding director nominations.
20
Table of Contents
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF THE
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM OF THE COMPANY
Our consolidated financial statements for the year ended
October 31, 2021 have been audited by PKF O’Connor Davies, LLP (“PKF”), who served as our independent registered
public accounting firm for the last fiscal year. PKF was first retained as our independent registered public accounting firm in
fiscal year 2006 and has served in such capacity since then.
The Audit Committee believes that the continued retention
of PKF to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and
its stockholders and has appointed PKF to serve as our independent registered public accounting firm for the year ending October
31, 2022.
We have been advised by representatives of PKF that they
will be present (virtually) at the Annual Meeting with the opportunity to make a statement if they so desire. Such representatives
also will be available to respond to appropriate questions.
Vote Required; Board Recommendation
The Sarbanes-Oxley Act of 2002 requires the Audit Committee
to be directly responsible for the appointment, compensation and oversight of the audit work of the independent registered public
accounting firm. Nevertheless, our Board of Directors is submitting the appointment of PKF to the stockholders for ratification
as a matter of good corporate practice.
The affirmative vote of the holders of not less than a majority
of the votes cast on this proposal at the Annual Meeting, in person (virtually) or by properly executed proxy, subject to quorum
requirements, will be required to ratify the appointment of PKF as the independent registered public accounting firm of the Company.
If the stockholders fail to ratify the appointment of PKF, the Audit Committee may reconsider the appointment and may retain PKF
or another accounting firm without resubmitting the matter to stockholders. Even if the stockholders ratify the appointment, the
Audit Committee may select another firm if it determines such selection to be in our and our stockholders’ best interest.
THE BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF
PKF O’CONNOR DAVIES,
LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM OF THE COMPANY.
21
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FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The SEC requires disclosure of the fees billed by the Company’s
independent registered public accounting firm for certain services. For the fiscal year ended October 31, 2021, PKF served as
the Company’s independent registered public accounting firm. The following table sets forth the aggregate fees billed by
PKF during the fiscal years ended October 31, 2021 and 2020 respectively.
|
|
|
Fiscal Year Ended
October 31, 2021
|
|
Fiscal Year Ended
October 31, 2020
|
|
Fees Billed:
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees
|
|
|
$
|
433,500
|
|
|
|
$
|
415,250
|
|
|
Audit-Related Fees
|
|
|
$
|
15,772
|
|
|
|
$
|
4,750
|
|
|
Tax Fees
|
|
|
$
|
84,000
|
|
|
|
$
|
92,250
|
|
|
All Other Fees
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
Total
|
|
|
$
|
533,272
|
|
|
|
$
|
512,250
|
|
Audit Fees include amounts billed to the Company
related to the audit of the consolidated financial statements of the Company and for quarterly reviews for that year. For the
fiscal years ended October 31, 2021 and October 31, 2020, respectively, these amounts included $330,750 and $318,500 for the audit
and quarterly reviews of the Company’s financial statements and $102,750 and $96,750 for the audit of the effectiveness
of the Company’s internal controls over financial reporting.
Audit-Related Fees include amounts billed to the
Company for services rendered in connection with required reviews performed in connection with registration statements and significant
property acquisitions during the year.
Tax Fees include amounts billed to the Company primarily
for tax planning and consulting, tax compliance and a review of federal and state income tax returns for the Company and its consolidated
joint ventures.
All Other Fees include fees for all other services
provided by PKF, other than the services reported above as Audit Fees, Audit-Related Fees or Tax Fees. There were no amounts billed
or incurred related to other fees in the fiscal years ended October 31, 2021 or 2020, respectively.
Audit Committee Pre-Approval Policy
The Audit Committee’s policy is to review and pre-approve
any engagement of our independent registered public accounting firm to provide any audit or permissible non-audit service to the
Company. During the fiscal year ended October 31, 2021, the Audit Committee approved, prior to engagement, all audit and non-audit
services provided by the Company’s independent registered public accounting firm and all fees to be paid for such services.
The Audit Committee has pre-approved all audit services to be provided by the Company’s independent registered public accounting
firm related to reviews of the Company’s quarterly financial reports on Form 10-Q and audit of the Company’s Annual
Report on Form 10-K for the year ending October 31, 2022, as well as services related to the review of federal and state income
tax returns for the Company and its consolidated joint ventures. All other services will be considered and pre-approved on an
individual basis.
Fees Paid in Connection with Internal Audit Services
In addition to the fees enumerated above that were paid
to the Company’s independent registered public accounting firm during the year ended October 31, 2021, the Company incurred
fees of approximately $179,559 to Berdon LLP for internal audit services.
22
Table of Contents
REPORT OF AUDIT COMMITTEE
The Audit Committee of the Company’s Board of Directors
consists of the three directors listed below. Each of the members of the Audit Committee is independent, as such term is defined
by the listing standards of the NYSE.
One of the Audit Committee’s principal purposes is
to assist the Board in overseeing the integrity of our financial statements. Our management team has the primary responsibility
for our financial statements and the reporting process, including the system of internal control over financial reporting and
disclosure controls and procedures. PKF, our independent registered public accounting firm, audits the annual financial statements
prepared by management and expresses an opinion on the conformity of those financial statements with accounting principles generally
accepted in the United States, or GAAP.
During the last year, the Audit Committee met regularly
with, and received periodic updates from, management, PKF, the Company’s independent registered public accounting firm,
and Berdon LLP, which provided internal audit services to assist management in the maintenance of an effective system of internal
controls over financial reporting. The Audit Committee reviewed PKF’s “Report of Independent Registered Public Accounting
Firm” included in the Company’s Annual Report on Form 10-K related to its audit of (i) the Company’s consolidated
financial statements, and (ii) the effectiveness of the Company’s internal control over financial reporting.
The Audit Committee also reviewed and discussed with management
and the independent registered public accounting firm the disclosures made in “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and the audited financial statements included in the Company’s Annual
Report on Form 10-K for the fiscal year ended October 31, 2021. This review included a discussion with the independent registered
public accounting firm of the matters required to be discussed by the applicable requirements of the Public Company Accounting
Oversight Board (“PCAOB”).
The Audit Committee has received and reviewed the written
disclosures and the letter from the independent registered public accounting firm according to applicable requirements of the
PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence,
and has discussed with the independent registered public accounting firm its independence from the Company and its management.
The Audit Committee considered whether (and determined that) the provision by PKF of the services described above under “Fees
Billed by Independent Registered Public Accounting Firm” is compatible with PKF’s independence from both management
and the Company.
In reliance upon the review and discussions referred to
above and the report of PKF, the Audit Committee recommended to the Board of Directors that the financial statements referred
to above be included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2021, for filing with the
SEC.
Among its responsibilities, the Audit Committee has sole
authority to retain, set the terms of engagement of, evaluate and, when appropriate, replace the independent registered public
accounting firm and persons responsible for the Company’s internal audit function. As described in Proposal 2 in this Proxy
Statement, the Audit Committee has appointed PKF to audit the financial statements of the Company for the ensuing fiscal year
and recommends to the stockholders that such appointment be ratified. PKF was first retained as the Company’s independent
registered public accounting firm in fiscal year 2006 and has served in such capacity since then. The Audit Committee is directly
involved in the evaluation of the new lead audit partner upon lead audit partner rotation. During the fiscal year ended October
31, 2021, the Audit Committee also engaged Berdon LLP, certified public accountants and advisors, to provide internal audit services
for the Company. The Audit Committee has not yet engaged anyone to provide internal audit services in 2022.
|
|
Audit Committee:
Robert J. Mueller, Chairman
Kevin J. Bannon
Noble O. Carpenter, Jr.
|
This report does not constitute “soliciting material” and shall
not be deemed filed or incorporated by reference into any filing under the Securities Act of 1933 or under the Securities Exchange
Act of 1934, except to the extent the Company specifically incorporates this report by reference, and shall not otherwise be deemed
filed under such Acts.
23
Table of Contents
EQUITY COMPENSATION PLANS
The following table sets forth certain information regarding
the Company’s equity compensation plans as of October 31, 2021.
|
Plan category
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in column (a))
|
|
Equity compensation plans approved by security holders
|
|
N/A
|
(1)
|
|
N/A
|
(1)
|
|
660,575
|
|
|
Equity compensation plans not approved by security holders
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Total
|
|
N/A
|
|
|
N/A
|
|
|
660,575
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The Company only grants restricted stock under its Restricted Stock
Plan, which restricted stock are issued and outstanding at grant, subject to vesting over time.
|
24
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Following is a discussion of the Company’s compensation
program for Willing L. Biddle, Chief Executive Officer, John T. Hayes, Chief Financial Officer, Charles D. Urstadt, Chairman,
Stephan Rapaglia, Chief Operating Officer, and Miyun Sung, Chief Legal Officer, being the only persons who served as executive
officers (collectively, the “named executive officers” or “NEOs”) as of the end of the fiscal year ended
October 31, 2021 (“fiscal year 2021”).
Executive Summary
We believe our executive compensation policies and procedures
are focused on long-term performance principles and are closely aligned with stockholder interests. Our executive compensation
program is also designed to attract and retain outstanding executives, to reward them for superior performance and to ensure that
compensation provided to them remains competitive. We seek to align the interests of our executives and stockholders by tying
compensation to both company and individual performance and by encouraging executive stock ownership so that a portion of each
executive’s compensation is tied directly to stockholder value. Moreover, we believe our compensation program has been instrumental
in allowing us to retain key executives and recruit new ones. The balance of this Compensation Discussion and Analysis describes
the policies that underlie the Company’s executive compensation program, the manner in which the program operates, and the
decisions made in or with respect to fiscal year 2021, as well as the subsequent period, in support of the program, along with
their supporting rationale.
Objectives
The Company’s executive compensation program is designed to accomplish
the following key objectives:
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Attract and retain high caliber individuals who possess the skills
and expertise required to lead the Company – We believe that having an executive team with the right skills and
experience is critical for the Company’s growth and success. To that end, the Company’s executive compensation
program strives to remain sufficiently competitive, with an emphasis on long-term equity-based compensation, while remaining
cognizant of stockholder value and Company needs.
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●
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Align compensation with corporate strategy, business objectives and the long-term
interests of stockholders – We strive to create and emphasize a pay-for-performance culture to drive the creation
of stockholder value. Generally, of the three main elements of our executive compensation program – base salary, annual
cash bonuses and long-term equity incentives – the only element that is “fixed” is base salary. Consistent
with this framework, we believe that it is important to reward both Company and individual specific performance. We believe
such a focus on Company and individual performance directly rewards our executive team for creating, sustaining and, more
importantly, increasing stockholder value.
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●
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Create an incentive to increase stockholder value by providing a significant
percentage of compensation in the form of equity awards – As a further reinforcement of our overall philosophy to
maximize stockholder value, we typically make annual equity grants to our executives and other employees, if performance warrants,
including to the NEOs, in order to create symmetry between their interests and those of our stockholders and to serve as a
retention tool. In addition, the Company has adopted a Policy Regarding Stock Ownership, which requires executives and directors
to hold Company shares equal in value to specified multiples of such individual’s base salary or annual cash retainer.
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|
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●
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Offer the right balance of long-term and short-term compensation and incentives
to retain talented employees – While we do not currently have a formal policy regarding long-term versus currently
paid compensation or cash versus non-cash compensation, we believe that all elements are necessary for achieving our compensation
objectives. Currently paid cash compensation provides financial stability for each of our NEOs and immediate reward for superior
Company and individual performance, while long-term equity compensation rewards achievement of strategic long-term objectives
and contributes towards overall stockholder value.
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25
Table of Contents
Fiscal Year 2021 Performance
In assessing Company and management performance in fiscal
year 2021, we considered the Company’s strong financial performance in fiscal year 2021 and our execution of the Company’s
planned strategy in the face of continued challenges in the form of the COVID-19 pandemic. In terms of executing on our planned
strategy, in fiscal year 2021, we:
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|
●
|
achieved an increase of 1.6% in our leased rate from the end of
fiscal year 2020, with the result that 92.1% of our portfolio gross leasable area was leased at the end of fiscal year 2021;
|
|
|
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●
|
negotiated with our tenants to significantly reduce the number of tenants requiring
rental assistance in the form of abatements or deferrals;
|
|
|
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●
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refinanced our unsecured revolving credit facility, increasing the borrowing
capacity to $125 million and extending the maturity date to March 29, 2024 with a one-year extension at our option;
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|
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|
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|
●
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refinanced our existing $16.4 million first mortgage payable secured by Village
Shopping Center in New Providence, NJ, with a new 10-year mortgage that has a principal balance of $21 million and a fixed
interest rate of 3.5%, as well as locking in interest rates for additional mortgage refinancings in the near future;
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●
|
sold our shopping center property located in Newington, NH for a sale price
of $13.4 million, and sold or entered into contracts to sell several small, free-standing properties that no longer met our
investment objectives;
|
|
|
|
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●
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redeemed an aggregate of 220,628 units of UB High Ridge, LLC, the owner of High
Ridge Shopping Center in Stamford, CT, from non-controlling members, increasing our ownership percentage in UB High Ridge,
LLC from 16.3% to 24.6% during fiscal year 2021; and
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●
|
closed on the sale of a 29,000 square foot portion of Pompton Lakes Town Square
in Pompton Lakes, NJ, which had been recently converted into a condominium, to Lidl, allowing us to create value for the remaining
in-line portion of the shopping center and executing on a plan to re-develop the balance of the 63,000 square foot space into
4,000 square feet of additional retail and a 50,000 square foot self-storage facility to be managed by Extra Space Storage.
|
Additional details regarding these and other strategic achievements,
as well as highlights of our financial achievements, including funds from operations, net income and other measures of operating
results and financial condition are set forth in our Annual Report on Form 10-K for the fiscal year ended October 31, 2021.
In addition, we continued to take proactive measures to
manage the impact of COVID-19. Among other things, we enhanced communications with our tenants to provide assistance in identifying
local, state and federal resources that may be available to support their businesses and employees during the pandemic, continued
to add dedicated parking spots for curbside pick-up at many of our shopping centers for use by all tenants and their customers,
and assisted restaurant tenants in securing municipal approvals for outdoor seating. We also continued, when necessary, to provide
continued rental assistance to tenants in the form of rent deferrals or abatements, even as we worked to significantly reduce
the number of tenants requiring such assistance. In a short amount of time, we performed numerous tenant analyses, processed hundreds
of lease amendments and repeatedly adjusted operations to satisfy changing laws and regulations, with the goal of enhancing the
long-term prospects of our tenants and preserving the long-term viability and success of our properties.
We were able to achieve the above
while prioritizing employee safety. We adapted our operations to protect employees, including by implementing a
work-from-home policy in March 2020 that worked seamlessly, with no disruption in our service to tenants and other business
partners. On May 20, 2020, in response to a change in the State of Connecticut’s mandates, we re-opened our office at
less than 50% capacity, with employees encouraged to continue working from home when feasible consistent with business needs.
In the summer of 2021, employees returned to our offices using a hybrid in-office/at-home approach that was adjusted as needed
in light of business needs and the changing COVID-19 situation.
26
Table of Contents
Notwithstanding these unique challenges
which began in fiscal year 2020 and continued into fiscal year 2021, we believe our long-term strategy of focusing on community
and neighborhood shopping centers, anchored principally by regional supermarkets, pharmacy chains or wholesale clubs, has been
validated during the COVID-19 pandemic. We believe the nature of our properties makes them less susceptible to economic downturns
than other retail properties whose anchor tenants do not supply basic necessities. During normal conditions, we believe that consumers
generally prefer to purchase food and other staple goods and services in person, and even during the COVID-19 pandemic, our supermarkets,
pharmacies and wholesale clubs generally posted strong in-store sales. Moreover, most of our grocery stores also implemented or
expanded curbside pick-up or partnered with delivery services to cater to the needs of their customers during this pandemic. We
also believe that our policy of maintaining a conservative capital structure with low leverage levels by commercial real estate
standards has also been validated.
Process for Determining Executive Compensation
The Compensation Committee, which is composed entirely of
independent directors, has primary responsibility for oversight of the Company’s compensation program. Compensation decisions
are generally made in December, following the end of the applicable fiscal year ending October 31st, and any adjustments
to base salaries typically become effective January 1st.
As more fully described under “Corporate Governance
and Board Matters,” the Compensation Committee’s responsibilities include reviewing the Company’s overall compensation
strategy to ensure that it promotes stockholder interests and supports the Company’s strategic objectives, reviewing and
approving corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer, evaluating
the Chief Executive Officer’s performance in light of those goals and objectives and establishing compensation for the Chief
Executive Officer.
Each of the NEOs receives a base salary which is evaluated
annually, as well as an annual cash bonus, if the Company and individual’s performance warrant such bonus. The base salary
and annual cash bonus of the Chief Executive Officer is determined by the Compensation Committee. While the Chief Executive Officer
provides input on his own performance and compensation, the determination is made by the Compensation Committee in executive session.
In making recommendations on the salaries of the other NEOs, the Compensation Committee relies heavily on input and recommendations
from the Chief Executive Officer, understanding that, since the Chief Executive Officer has daily interaction with the other NEOs,
he is well situated to provide valuable insight regarding the respective contributions of all members of the executive management
team. The Compensation Committee’s recommendations regarding base salaries for all NEOs (other than the CEO) are submitted
to the Board of Directors for final approval.
Similarly, the Compensation Committee determines the long-term
incentive awards for the Chief Executive Officer, and, with input from the Chief Executive Officer, makes recommendations to the
Board of Directors regarding similar awards for the other NEOs. The determinations regarding equity grants are typically made
in December, during the first quarter of the Company’s fiscal year, with the actual grant made on a pre-determined date
in January. However, special considerations, such as a new hire, promotion or special circumstances, could warrant different timing.
The Compensation Committee reviews the overall pool of equity grants and individual employee grant recommendations, but the Chief
Executive Officer, as a committee of the Board, is given discretionary authority to allocate the specific grants to employees
other than the NEOs.
27
Table of Contents
Use of Compensation Consultants
Annually, the
Compensation Committee considers whether it would be advantageous to engage an independent consultant to advise the Company
on matters involving executive compensation, and every few years it solicits fee proposals and engagement terms from
potential independent consultants. At its meeting in December 2020, the Compensation Committee again considered this issue,
and after thoughtful deliberation, taking into account, among other things, the cost of an independent consultant and the
availability of alternative resources, the Compensation Committee did not engage an independent compensation consultant for
fiscal year 2021. In November 2021 (fiscal year 2022), however, the Compensation Committee engaged FTI Consulting, Inc. to review
and provide recommendations regarding the terms of the change in control agreements in place with NEOs. Pursuant to such
recommendations, the Company and each of the NEOs entered into amended and restated change in control agreements, as further
described in “Potential Payments on Termination and Change in Control”, to reflect terms that are more consistent
with market norms.
Elements of the Executive Compensation Program
The Company’s executive compensation program consists of five key elements:
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●
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Base Salaries
|
|
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|
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|
●
|
Annual Cash Bonuses
|
|
|
|
|
|
|
●
|
Long-Term Equity Incentives
|
|
|
|
|
|
|
●
|
Benefits and Other Compensation
|
|
|
|
|
|
|
●
|
Termination Benefits in the Event of a Change in Control
|
Base Salaries
Base salaries for the NEOs other than the Chief Executive
Officer are intended to be competitive with base salaries of executive positions of comparable responsibility with similarly sized
REITs that the Compensation Committee believes are representative of the companies against which the Company competes for executive
talent. With respect to the Chief Executive Officer, the Company places much greater emphasis on long-term equity incentives tied
to the long-term performance of the Company. The 2021 base salary for the Chief Executive Officer represents less than 25% of
his total compensation, which means that more than 75% of his total compensation is at risk. Similarly, for the Chief Financial
Officer and Chief Operating Officer, base salary represents less than 50% of total compensation, and for the Chief Legal Officer,
base salary represents less than 55% of total compensation.
In December 2020, the 2021 base salaries for Willing L.
Biddle, John T. Hayes, Charles D. Urstadt, Stephan Rapaglia and Miyun Sung were set at $411,900, $297,300, $106,600, $297,300
and $266,500, respectively, reflecting an inflationary increase of approximately 2.5% for each executive. In limiting base salary
adjustments to a 2.5% inflationary increase, the Compensation Committee considered the continuing uncertainty of the COVID-19
pandemic, while also acknowledging the additional demands being made on executive officers to help navigate the company through
these unprecedented circumstances.
In December 2021, the 2022 base salaries for Willing L.
Biddle, John T. Hayes, Charles D. Urstadt, Stephan Rapaglia and Miyun Sung were set at $428,000, $312,200, $112,600, $312,200
and $300,000, respectively. In making these base salary adjustments, the Compensation Committee considered cost of living adjustments
and market expectations for specific positions, reviewing public compensation data reported by other retail REITs.
28
Table of Contents
Annual Cash Bonuses
The Company believes that incentive compensation should
be structured to include some short-term rewards, in the form of annual cash bonuses, even as it focuses more heavily on long-term
equity compensation. While annual cash bonuses are not tied to specific, pre-established performance targets, they are designed
to reward performance and provide incentive to selected individuals to help the Company attain longer-term goals, by providing
more immediate markers towards such longer-term goals. Annual bonuses are considered by the Compensation Committee following the
close of each fiscal year and are paid during the next quarter. The Compensation Committee has not established limits on the amount
of annual cash bonuses, but typically cash bonuses have not been a significant percentage of an individual’s base compensation.
The Compensation Committee believes that short-term rewards in the form of cash bonuses to NEOs generally should reflect short-term
results that contribute towards longer-term results and should take into consideration both the profitability and performance
of the Company and the performance of the individual, which may include comparing such individual’s performance to the preceding
year, reviewing the breadth and nature of the NEO’s responsibilities and valuing special contributions by each such individual.
With respect to the Chief Executive Officer, greater emphasis
is placed on the performance of the Company. In evaluating performance of the Company annually, the Compensation Committee considers,
in the aggregate, a variety of financial, operational and strategic factors, including, among others, net income, funds from operations
(FFO), growth in size or quality of the portfolio, amount of space under lease, overall leasing success, management of risk and
total return to stockholders, as well as achievement of strategic objectives and goals that may be more difficult to quantify.
See the Company’s Annual Report for information on how the Company calculates and defines some of these financial measures,
including FFO, a non-GAAP measure. As described in the discussion that follows concerning long-term incentive compensation, the
Compensation Committee declines to use specific performance formulas, believing that with respect to Company performance, such
formulas do not adequately account for many factors including, among others, the relative performance of the Company compared
to its competitors during variations in the economic cycle, and that with respect to individual performance, such formulas are
not a substitute for the subjective evaluation by the Compensation Committee of a wide range of management and leadership skills
of each of the NEOs.
The Summary Compensation table below includes bonuses paid
to the NEOs with respect to performance in fiscal year 2021. In making the awards, the Compensation Committee considered the factors
cited above under “Executive Summary” and “Fiscal Year 2021 Performance,” as well as individual contributions
and performance. Such payments were made in December 2021 and reflect the Compensation Committee’s assessment of the individual’s
performance and the Company’s results for fiscal year 2021. As reflected in the Summary Compensation Table, the Compensation
Committee or Board, as applicable, awarded Willing L. Biddle a bonus of $100,000 and for John T. Hayes, Charles D. Urstadt, Stephan
Rapaglia and Miyun Sung bonuses of $75,000, $10,000, $75,000 and $75,000, respectively, reflecting the Company’s performance
as discussed in “Fiscal Year 2021 Performance,” as well as each NEO’s individual contributions towards these
achievements.
Long-Term Equity Incentives
Of the five elements of the Company’s executive compensation
program, the Company places the greatest emphasis on equity incentives designed to both reward and focus management’s attention
on the long-term performance and profitability of the Company. This is accomplished through grants under the Company’s Amended
and Restated Restricted Stock Award Plan (the “Plan”), thus providing the Company’s key executives with a direct
incentive to improve the Company’s performance and enhance stockholder value.
29
Table of Contents
The Plan provides that the recipient does not become vested
in restricted stock until after a specified time after it is issued. The Compensation Committee determines the vesting period,
which may range between five and ten years after the date of grant for NEOs. The vesting period is typically nine years for the
CEO and five years for the other NEOs. The Compensation Committee recognizes that such time frames may be comparatively long when measured against similar types of incentive awards
for executives of other companies, but believes that awards that vest after five or more years, and which become vested only at
the end of their terms, and not ratably over their terms, better reflect the longer term outlook of a real estate focused company
and also better link the individual rewards to successful development and implementation of long-term growth strategies that will
benefit all stockholders. Non-executive employee grants range from three to five years, based on the size of the grant. The Company
believes that the restricted stock awards serve as both a reward for performance and a retention device for key executives and
help to align their interests with all stockholders.
In determining long-term equity compensation, the Compensation
Committee does not use an established formula or focus on a specific performance target. The Compensation Committee recognizes
that often outside forces beyond the control of management, such as economic conditions, changing retail and real estate markets
and other factors, may contribute to less favorable near-term results, even when sound strategic decisions have been made to position
the Company for longer-term profitability. Similarly, the Compensation Committee also recognizes that favorable short-term results
are not necessarily indicative of a strong long-term position. Thus, the Compensation Committee also strives to identify whether
the Chief Executive Officer is exercising the kind of judgment and making the types of decisions that will lead to future growth
and enhanced net asset value, even if the same are difficult to measure on a current basis. For example, in determining appropriate
long-term incentive awards, the Compensation Committee considers whether adequate funding or appropriate borrowing capacity for
future growth has been secured, whether acquisition and leasing “pipelines” have been developed to ensure a future
stream of reliable and increasing revenues for the Company, whether the selection of properties, tenants and tenant mix evidence
appropriate risk management, including risks associated with real estate markets and tenant credit, and whether the administration
of staff size and compensation appropriately balances the current and projected operating requirements of the Company with the
need to effectively control overhead costs.
The Summary Compensation Table and Grants of Plan-Based
Awards Table set forth below include the grant date fair market value of long-term incentive awards made to the NEOs in January
2021 based on grants approved in December 2020. Such grants reflect the Compensation Committee’s consideration of the factors
described above and were made in recognition of individual performance and Company performance in fiscal year 2020, and to serve
as incentive compensation and a retention tool looking forward into fiscal year 2021 and beyond. In determining the size of the
equity grant, the Compensation Committee considered the other key components of compensation—base salary and annual cash
bonus.
In December 2021, the Compensation Committee met again to
consider results for fiscal year 2021 and undertake its annual evaluation of base compensation, bonuses and incentive awards.
Fiscal year 2021 was a year in which the Company made substantial progress against the challenges presented by the COVID-19 pandemic,
including improving its leased rate by 1.6%, significantly reducing the number of tenants requiring rental assistance in the form
of abatements or deferrals, and attaining financial results that considerably improved upon those from the prior fiscal year.
The Compensation Committee considered these achievements and the other strategic achievements discussed under “Fiscal Year
2021 Performance,” as well as the long-term nature of equity grants, and its purpose, in part, as an incentive tool and
retention tool looking forward into fiscal year 2022 and beyond. After considering these and the other factors described above,
the Compensation Committee and Board of Directors awarded restricted stock to Willing L. Biddle in the amounts of 100,000 Common
Shares and 2,500 Class A Common Shares, to Charles D. Urstadt in the amount of 5,000 Common Shares, to John T. Hayes in the amount
of 20,000 Class A Common Shares, to Stephan Rapaglia in the amount of 20,000 Class A Common Shares, and to Miyun Sung in the amount
of 20,000 Class A Common Shares, all of which grants were effective as of January 4, 2022. Mr. Biddle’s award vests after
nine years, reflecting the special emphasis on long-term goals for the CEO. The awards to the other NEOs vest after five years.
All of the awards are subject to continued employment.
30
Table of Contents
Employee Benefit Plans and Other Compensation
The Company maintains a variety of
medical, dental, life and disability insurance programs and a Profit Sharing and Savings Plan (“401(k) Plan”) for
all of its eligible employees. The 401(k) Plan provides employees with an opportunity to accumulate savings in a tax deferred
plan through deferral of a portion of their compensation and through matching Company contributions. For the fiscal year
ended October 31, 2021, the Compensation Committee approved matching contributions for each participant’s account equal
to the amount of the participant’s elective deferrals that do not exceed 5% of compensation (as defined) under the
401(k) Plan. In order to comply with certain limitations under the Internal Revenue Code of 1986, as amended (the “Code
Limitations”), an amount equal to the excess of the 5% matching contribution that would have been allocated to the
account for an eligible NEO under the 401(k) Plan for the fiscal year ended October 31, 2021 absent the Code Limitations, was
credited to an Excess Benefit Account for such individual under the Company’s Excess Benefit and Deferred Compensation
Plan. Matching amounts credited to the respective accounts of each NEO in the 401(k) Plan and the Excess Benefit and Deferred
Compensation Plan appear in the Summary Compensation Table in the column titled “All Other Compensation.” See
also footnotes to Summary Compensation Table regarding employee benefits and other compensation.
Termination Benefits in the Event of a Change in Control (Double Trigger)
Although the Company does not have employment agreements
with any of its NEOs, it has in place change in control agreements with each of the NEOs pursuant to which each NEO is entitled
to certain termination benefits in the event that his or her employment is terminated by the NEO for “Good Reason”
or by the Company without “Cause,” in each case in connection with a “Change in Control”(as each such
term is defined in the change in control agreements). Such agreements serve to provide the NEOs with an element of financial security
and predictability should their employment be terminated in certain circumstances. They also ensure that the Company will have
the senior officers it would need to assist in any transition period in the event of a change in control. Specific information
concerning the terms of the change in control agreements in effect as of October 31, 2021, and a description of the benefits payable
to the NEOs in the event of a termination of employment following a hypothetical change in control as of October 31, 2021, can
be found in the discussion and table below under the caption “Potential Payments on Termination and Change in Control.”
On January 12, 2022, the Company entered into amended and restated change in control agreements with each of the NEOs to reflect
terms that are more consistent with market norms. Specific information concerning the terms of the amended and restated change
in control agreements, and a description of the benefits payable to the NEOs under the amended and restated change in control
agreements in the event of a termination in connection with a hypothetical change in control, can be found in the discussion and
table below under the caption “Potential Payments on Termination and Change in Control.”
Compensation Risk Assessment
The Compensation Committee conducts a compensation risk
assessment to ensure that our executive compensation program does not encourage or incentivize excessively risky behaviors. The
Compensation Committee does not believe that the Company’s executive compensation program encourages any risk-taking that
would reasonably likely have a material adverse effect on the Company.
31
Table of Contents
Stockholder Votes on Executive Compensation
Say-On-Pay
At the annual meeting of stockholders of the Company held
on March 18, 2020, the Company’s stockholders voted, on an advisory basis, on the compensation paid to the Company’s
NEOs, also commonly referred to as “say-on-pay.” The stockholders voted overwhelmingly to approve, on an advisory
basis, the compensation of the Company’s NEOs. The Company’s Board of Directors considered the recommendations of
the stockholders and determined that the Company would not make any material modifications to the compensation arrangements for
the NEOs.
Say-On-Frequency
Pursuant to the Dodd-Frank Wall Street Reform and Consumer
Protection Act, which requires that a “say-on-frequency” vote be held at least every six years, we held a vote, on
an advisory basis, on whether to hold an advisory vote on executive compensation every one, two or three years, at the Company’s
2017 Annual Meeting of Stockholders. At that meeting, the Company’s stockholders voted, on an advisory basis, on the frequency
of future advisory votes on executive compensation and voted overwhelmingly to recommend that future advisory votes on the compensation
of the Company’s named executive officers be held every three years. The Board of Directors adopted that recommendation
and, accordingly, an advisory vote on executive compensation was held at the 2020 Annual Meeting of Stockholders and will next
be held at the 2023 Annual Meeting of Stockholders. Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act,
the next “say-on-frequency” vote will be held at the Company’s 2023 Annual Meeting of Stockholders.
32
Table of Contents
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The table
below summarizes all of the compensation paid or awarded to the named executive officers in each of the three most recent fiscal
years in the period ended October 31, 2021.
Name and
Principal Position
|
|
Fiscal
Year
|
|
Salary(1)
|
|
Bonus(2)
|
|
Restricted
Stock(3)
|
|
All
Other
Compensation(4)
|
|
Total
|
|
Willing L. Biddle
|
|
2021
|
|
$
|
410,233
|
|
|
$
|
100,000
|
|
|
$
|
1,202,375
|
|
|
$
|
24,453
|
|
|
$
|
1,737,061
|
|
|
President and Chief
|
|
2020
|
|
$
|
399,300
|
|
|
$
|
100,000
|
|
|
$
|
2,018,900
|
|
|
$
|
25,396
|
|
|
$
|
2,543,596
|
|
|
Executive Officer
|
|
2019
|
|
$
|
384,417
|
|
|
$
|
100,000
|
|
|
$
|
1,580,100
|
|
|
$
|
22,217
|
|
|
$
|
2,086,734
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. Hayes
|
|
2021
|
|
$
|
296,083
|
|
|
$
|
75,000
|
|
|
$
|
220,000
|
|
|
$
|
14,804
|
|
|
$
|
605,887
|
|
|
Senior Vice President and
|
|
2020
|
|
$
|
285,000
|
|
|
$
|
50,000
|
|
|
$
|
371,380
|
|
|
$
|
14,360
|
|
|
$
|
720,740
|
|
|
Chief Financial Officer
|
|
2019
|
|
$
|
258,417
|
|
|
$
|
50,000
|
|
|
$
|
254,340
|
|
|
$
|
12,921
|
|
|
$
|
575,678
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles D. Urstadt
|
|
2021
|
|
$
|
106,167
|
|
|
$
|
10,000
|
|
|
$
|
35,040
|
|
|
$
|
5,308
|
|
|
$
|
156,515
|
|
|
Chairman
|
|
2020
|
|
$
|
103,333
|
|
|
$
|
10,000
|
|
|
$
|
58,770
|
|
|
$
|
5,257
|
|
|
$
|
177,360
|
|
|
|
|
2019
|
|
$
|
100,000
|
|
|
$
|
10,000
|
|
|
$
|
153,300
|
|
|
$
|
1,250
|
|
|
$
|
264,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephan A. Rapaglia
|
|
2021
|
|
$
|
296,083
|
|
|
$
|
75,000
|
|
|
$
|
220,000
|
|
|
$
|
14,804
|
|
|
$
|
605,887
|
|
|
Senior Vice President and
|
|
2020
|
|
$
|
285,000
|
|
|
$
|
50,000
|
|
|
$
|
371,380
|
|
|
$
|
14,338
|
|
|
$
|
720,718
|
|
|
Chief Operating Officer
|
|
2019
|
|
$
|
258,417
|
|
|
$
|
50,000
|
|
|
$
|
254,340
|
|
|
$
|
12,921
|
|
|
$
|
575,678
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miyun Sung
|
|
2021
|
|
$
|
265,417
|
|
|
$
|
75,000
|
|
|
$
|
151,250
|
|
|
$
|
13,054
|
|
|
$
|
504,721
|
|
|
Senior Vice President, Chief
|
|
2020
|
|
$
|
257,333
|
|
|
$
|
40,000
|
|
|
$
|
239,600
|
|
|
$
|
12,652
|
|
|
$
|
549,585
|
|
|
Legal Officer & Secretary
|
|
2019
|
|
$
|
242,317
|
|
|
$
|
40,000
|
|
|
$
|
169,560
|
|
|
$
|
10,654
|
|
|
$
|
462,531
|
|
|
(1)
|
Changes to base salaries for 2021 became effective January 1, 2021 based
on determinations made in December 2020.
|
|
(2)
|
See “Compensation Discussion and Analysis” for a discussion of the annual cash
bonus.
|
|
(3)
|
The restricted stock grants were made in January 2021 based on grants approved in December
2020. Restricted stock grants are subject to vesting. See “Outstanding Equity Awards and Fiscal Year End” for
vesting periods. Amounts shown represent the dollar value on the date of grant computed in accordance with ASC Topic 718 disregarding
any estimates based on forfeitures relating to service-based vesting conditions. For information regarding significant factors
and assumptions used in the calculations pursuant to ASC Topic 718, see note 1 to the consolidated financial statements included
in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2021.
|
|
(4)
|
Consists of a matching contribution by the Company to the Company’s 401(k) Plan or
related excess benefit account in an amount equal to the amount of the NEO’s elective deferrals that do not exceed 5%
of such NEO’s compensation. For Willing L. Biddle, the matching contribution was $20,345 in 2021, with the remaining
amount reflecting fees associated with club memberships.
|
33
Table of Contents
Grants
of Plan-Based Awards
The following
table summarizes information concerning restricted stock granted to the named executive officers in the fiscal year ended October
31, 2021.
|
|
|
|
|
|
|
All Other Stock Awards:
|
|
|
|
|
|
|
|
Number of
Shares of Stock
|
|
Grant Date
Fair Value of Stock Awards
|
|
Name
|
|
Grant
Date
|
|
Approval
Date
|
|
Common
Stock
|
|
Class A
Common
Stock
|
|
Common
Stock
($)
|
|
Class A
Common
Stock ($)
|
|
Willing L. Biddle
|
|
01/4/2021
|
|
12/14/2020
|
|
|
100,000
|
(1)
|
|
|
2,500
|
(1)
|
|
$
|
1,168,000
|
(2)
|
|
$
|
34,375
|
(3)
|
|
John T. Hayes
|
|
01/4/2021
|
|
12/15/2020
|
|
|
—
|
|
|
|
16,000
|
(4)
|
|
|
—
|
|
|
$
|
220,000
|
(3)
|
|
Charles D. Urstadt
|
|
01/4/2021
|
|
12/15/2020
|
|
|
3,000
|
(4)
|
|
|
—
|
|
|
$
|
35,040
|
(2)
|
|
$
|
—
|
|
|
Stephan A. Rapaglia
|
|
01/4/2021
|
|
12/15/2020
|
|
|
—
|
|
|
|
16,000
|
(4)
|
|
|
—
|
|
|
$
|
220,000
|
(3)
|
|
Miyun Sung
|
|
01/4/2021
|
|
12/15/2020
|
|
|
—
|
|
|
|
11,000
|
(4)
|
|
|
—
|
|
|
$
|
151,250
|
(3)
|
|
(1)
|
Stock subject to this award is scheduled to vest nine years after the
date of grant.
|
|
(2)
|
Calculated in accordance with ASC Topic 718. The price on the grant date was $11.68 per share.
|
|
(3)
|
Calculated in accordance with ASC Topic 718. The price on the grant date was $13.75 per share.
|
|
(4)
|
Stock subject to this award is scheduled to vest five years after the date of grant.
|
34
Table of Contents
Outstanding
Equity Awards at Fiscal Year End
The following
table presents information concerning the outstanding equity awards held by each of the named executive officers as of October
31, 2021.
|
|
|
|
|
Number of
Shares
of
Stock That
Have Not
Vested
|
|
Market Value
of Shares of
Stock That
Have Not
Vested(1)
|
|
Number of
Shares
of
Stock That
Have Not
Vested
|
|
Market Value
of Shares of
Stock That
Have Not
Vested(2)
|
|
Name
|
|
Grant
Date
|
|
Common
Stock
|
|
Common
Stock
|
|
Class A
Common
Stock
|
|
Class A
Common
Stock
|
|
Willing L. Biddle
|
|
1/2/2013
|
|
|
100,000
|
(4)
|
|
$
|
1,761,000
|
|
|
|
2,500
|
(4)
|
|
$
|
49,100
|
|
|
|
|
1/2/2014
|
|
|
100,000
|
(6)
|
|
$
|
1,761,000
|
|
|
|
2,500
|
(6)
|
|
$
|
49,100
|
|
|
|
|
1/2/2015
|
|
|
100,000
|
(6)
|
|
$
|
1,761,000
|
|
|
|
2,500
|
(6)
|
|
$
|
49,100
|
|
|
|
|
1/4/2016
|
|
|
100,000
|
(6)
|
|
$
|
1,761,000
|
|
|
|
2,500
|
(6)
|
|
$
|
49,100
|
|
|
|
|
1/4/2017
|
|
|
100,000
|
(6)
|
|
$
|
1,761,000
|
|
|
|
2,500
|
(6)
|
|
$
|
49,100
|
|
|
|
|
1/2/2018
|
|
|
100,000
|
(6)
|
|
$
|
1,761,000
|
|
|
|
2,500
|
(6)
|
|
$
|
49,100
|
|
|
|
|
1/2/2019
|
|
|
100,000
|
(6)
|
|
$
|
1,761,000
|
|
|
|
2,500
|
(6)
|
|
$
|
49,100
|
|
|
|
|
1/2/2020
|
|
|
100,000
|
(6)
|
|
$
|
1,761,000
|
|
|
|
2,500
|
(6)
|
|
$
|
49,100
|
|
|
|
|
1/4/2021
|
|
|
100,000
|
(6)
|
|
$
|
1,761,000
|
|
|
|
2,500
|
(6)
|
|
$
|
49,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. Hayes
|
|
1/4/2017
|
|
|
—
|
|
|
$
|
—
|
|
|
|
12,500
|
(3)
|
|
$
|
245,500
|
|
|
|
|
1/2/2018
|
|
|
—
|
|
|
$
|
—
|
|
|
|
13,000
|
(7)
|
|
$
|
255,320
|
|
|
|
|
1/2/2019
|
|
|
—
|
|
|
$
|
—
|
|
|
|
13,500
|
(7)
|
|
$
|
265,140
|
|
|
|
|
1/2/2020
|
|
|
—
|
|
|
$
|
—
|
|
|
|
15,500
|
(7)
|
|
$
|
304,420
|
|
|
|
|
1/4/2021
|
|
|
—
|
|
|
$
|
—
|
|
|
|
16,000
|
(7)
|
|
$
|
314,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles D. Urstadt(8)
|
|
1/4/2017
|
|
|
1,050
|
(3)
|
|
$
|
18,491
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
1/2/2018
|
|
|
1,100
|
(7)
|
|
$
|
19,371
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
1/2/2019
|
|
|
10,000
|
(7)
|
|
$
|
176,100
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
1/2/2020
|
|
|
3,000
|
(7)
|
|
$
|
52,830
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
1/4/2021
|
|
|
3,000
|
(7)
|
|
$
|
52,830
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephan A. Rapaglia
|
|
1/2/2014
|
|
|
—
|
|
|
$
|
—
|
|
|
|
5,000
|
(5)
|
|
$
|
98,200
|
|
|
|
|
1/4/2017
|
|
|
—
|
|
|
$
|
—
|
|
|
|
12,500
|
(3)
|
|
$
|
245,500
|
|
|
|
|
1/2/2018
|
|
|
—
|
|
|
$
|
—
|
|
|
|
13,000
|
(7)
|
|
$
|
255,320
|
|
|
|
|
1/2/2019
|
|
|
—
|
|
|
$
|
—
|
|
|
|
13,500
|
(7)
|
|
$
|
265,140
|
|
|
|
|
1/2/2020
|
|
|
—
|
|
|
$
|
—
|
|
|
|
15,500
|
(7)
|
|
$
|
304,420
|
|
|
|
|
1/4/2021
|
|
|
—
|
|
|
$
|
—
|
|
|
|
16,000
|
(7)
|
|
$
|
314,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miyun Sung
|
|
1/4/2017
|
|
|
—
|
|
|
$
|
—
|
|
|
|
6,000
|
(3)
|
|
$
|
117,840
|
|
|
|
|
1/2/2018
|
|
|
—
|
|
|
$
|
—
|
|
|
|
8,000
|
(7)
|
|
$
|
157,120
|
|
|
|
|
1/2/2019
|
|
|
—
|
|
|
$
|
—
|
|
|
|
9,000
|
(7)
|
|
$
|
176,760
|
|
|
|
|
1/2/2020
|
|
|
—
|
|
|
$
|
—
|
|
|
|
10,000
|
(7)
|
|
$
|
196,400
|
|
|
|
|
1/4/2021
|
|
|
—
|
|
|
$
|
—
|
|
|
|
11,000
|
(7)
|
|
$
|
216,040
|
|
|
(1)
|
Market value based on closing price of Common Stock on October 29, 2021
of $17.61 per share.
|
|
(2)
|
Market value based on closing price of Class A Common Stock on October 29, 2021 of $19.64
per share.
|
35
Table of Contents
|
(3)
|
Restricted Stock that vested on January 4, 2022.
|
|
(4)
|
Restricted Stock that vested on January 2, 2022.
|
|
(5)
|
Stock scheduled to vest ten years after the grant date.
|
|
(6)
|
Stock scheduled to vest nine years after the grant date.
|
|
(7)
|
Stock scheduled to vest five years after the grant date.
|
|
(8)
|
Charles D. Urstadt was appointed executive Chairman effective January 1, 2019. Previously,
he served as a non-executive member of the Board of Directors. Shares granted on January 4, 2016, January 4, 2017 and January
2, 2018 were shares granted to him in his capacity as a director.
|
Option
Exercises and Stock Vested
The following
table sets forth certain information for each of the named executive officers concerning restricted stock awards that vested in
the fiscal year ended October 31, 2021. The value realized was calculated using the applicable closing prices for the Common shares
and Class A Common shares as of the vesting date.
|
|
|
Stock Awards
Common Stock
|
|
Stock Awards
Class A Common Stock
|
|
Name
|
|
Number of Shares
Acquired on Vesting
|
|
Value Realized
on Vesting ($)(1)
|
|
Number of Shares
Acquired on Vesting
|
|
Value Realized
on Vesting ($)(1)
|
|
Willing L. Biddle
|
|
|
100,000
|
(1)
|
|
$
|
1,168,000
|
|
|
|
2,500
|
(1)
|
|
$
|
34,375
|
|
|
John T. Hayes
|
|
|
—
|
|
|
$
|
—
|
|
|
|
12,000
|
(2)
|
|
$
|
165,000
|
|
|
Charles D. Urstadt(4)
|
|
|
1,050
|
(2)
|
|
$
|
12,264
|
|
|
|
—
|
|
|
$
|
—
|
|
|
Stephan A. Rapaglia
|
|
|
—
|
|
|
$
|
—
|
|
|
|
12,000
|
(2)
|
|
$
|
165,000
|
|
|
Miyun Sung
|
|
|
—
|
|
|
$
|
—
|
|
|
|
2,000
|
(3)
|
|
$
|
36,120
|
|
|
(1)
|
Shares granted on January 3, 2012 that vested on January 3, 2021. The
price on the vesting date was $11.68 per Common Share and $13.75 per Class A Common Share.
|
|
(2)
|
Shares granted on January 4, 2016 that vested on January 4, 2021. The price on the vest date
was $11.68 per Common Share and $13.75 per Class A Common Share.
|
|
(3)
|
Shares granted on March 23, 2016 that vested on March 23, 2021. The price on the vest date
was $18.06 per Class A Common Share.
|
|
(4)
|
Charles D. Urstadt was appointed executive Chairman effective January 1, 2019. Previously,
he served as a non-executive member of the Board of Directors. The 1,050 shares of Common Stock that vested on January 4,
2021 were shares granted to him on January 4, 2016 in his capacity as a director.
|
Non-Qualified
Deferred Compensation
Beginning
in November 1996, the Company established the Urstadt Biddle Properties Inc. Excess Benefit and Deferred Compensation Plan (as
amended, the “Original Plan”). In response to changes required by the American Jobs Creation Act of 2004, in December
2004, the directors voted to freeze the Original Plan and adopted a new Excess Benefit and Deferred Compensation Plan, effective
January 1, 2005 (the “Current Plan”). The Company made required distributions to participants in the Original Plan
through December 31, 2013, when the last required distribution was made. There no longer are any assets in the Original Plan.
Since January 2005, the Company has maintained the Current Plan. The Current Plan is intended to provide eligible employees with
benefits in excess of the amounts that may be provided under the Company’s 401(k) Plan and to provide such employees with
the opportunity to defer receipt of a portion of their compensation. Participation is limited to those employees who earn above
a certain limit, $290,000 for 2021. The Current Plan provides that a participant is credited with an amount equal to the contributions
that would have been credited to the participant if the applicable compensation limitation under the 401(k) Plan did not apply.
36
Table of Contents
Amounts
credited under the Current Plan vest under the same rules as under the 401(k) Plan. In addition, each participant may elect to
defer receipt of a portion of his or her compensation until a later date. Amounts credited under the Current Plan are increased
with interest at a rate set from time to time by the Compensation Committee. For the fiscal year ended October 31, 2021, the Company
paid interest on deferred compensation accounts at a rate based upon the rate of interest applicable to United States Five Year
Treasury Notes. Alternatively, eligible participants in the Current Plan may elect to have all or a portion of their deferred
compensation accounts invested in the Company’s Class A Common Stock, Common Stock, or such other securities as may be purchased
by the Plan trustees in their discretion. At a date selected by a participant when a deferral election is made, or following a
participant’s retirement or severance of employment with the Company, amounts in the Current Plan attributable to such participant
are paid either in a lump sum or over a period of up to ten years, based upon a previously made election by the participant. In
the event of a change in control (as defined in the Current Plan), the Compensation Committee may in its discretion accelerate
the payment of benefits under the Current Plan.
The Current
Plan provides for a trust to hold funds allocated under the Plan. Members of the Compensation Committee act as trustees of the
trust.
The table
below provides information on the non-qualified deferred compensation of each of the named executive officers.
Nonqualified
Deferred Compensation
|
Name
|
|
Executive
Contributions
in Last FY
($)
|
|
Registrant
Contributions
in Last FY
($)
|
|
Aggregate
Earnings
in Last FY
($)
|
|
Aggregate
Withdrawals
in Last FY
($)(1)
|
|
Aggregate
Balances
at Last FYE
($)
|
|
Willing L. Biddle
|
|
|
$—
|
|
|
$
|
5,845
|
|
|
$
|
1,639
|
|
|
$
|
2,413
|
|
|
$
|
50,150
|
|
|
John T. Hayes
|
|
|
$—
|
|
|
$
|
250
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
252
|
|
|
Charles D. Urstadt
|
|
|
$—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Stephan A. Rapaglia
|
|
|
$—
|
|
|
$
|
250
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
252
|
|
|
Miyun Sung
|
|
|
$—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
Scheduled distribution made to the employee in Common Stock of the Company
with equivalent value based upon selections made by the employee at the time deferral of compensation was elected.
|
Potential
Payments on Termination and Change In Control
Death or Disability; Retirement
The Company
does not have employment agreements with any of the NEOs. Employment is “at will” and generally upon termination of
employment, except in the event of death or disability, the employee is not entitled to any severance, cash compensation, medical
or other benefits, whether termination is with or without cause. In the event of termination of employment due to death or disability,
any unvested restricted stock would become fully vested.
Upon retirement
after attaining the age of 65, all grants of unvested restricted stock continue to vest in accordance with their terms. For Messrs.
Biddle, Hayes, Rapaglia and Urstadt and Ms. Sung, the value of their unvested restricted stock as of October 31, 2021 was $16,290,900,
$1,384,620, $1,482,820, $319,622 and $864,160, respectively (see table below).
37
Table of Contents
Termination in connection
with a Change in Control (Double Trigger)
At October
31, 2021, the Company had in place Change in Control Agreements (the “Agreements”) with each of Willing L. Biddle,
Charles D. Urstadt, John T. Hayes, Stephan A. Rapaglia and Miyun Sung. Under their respective Agreements, each of the NEOs would
be entitled to certain termination benefits in the event that his or her employment was terminated by the NEO for “Good
Reason” or by the Company for any reason other than for “Cause,” in each case within eighteen months following
a “Change in Control” (as each such term is defined in the Agreements). Each of the Agreements had an indefinite term.
Generally, termination for “Good Reason” included, but was not limited to, voluntary termination of employment by
the NEO within 180 days following the occurrence of any of the following events without the NEO’s express consent, unless
the event was fully corrected by the Company within 30 days after the NEO notified the Company of the event: (i) a change in the
NEO’s authority, duties or responsibilities which represents a material diminution in his or her authority, duties or responsibilities
prior to the Change in Control; (ii) a material reduction in the NEO’s base salary below the level that existed preceding
the Change in Control; (iii) a relocation of the NEO outside a 50 mile radius of the NEO’s work site at the date the Agreement
was signed; (iv) for Mr. Biddle only, the sale or other disposition by the Company of more than 50% of the assets of the Company
over which the NEO has authority to any “person” as that term is used in Section 13(d) of the Securities Exchange
Act of 1934, as amended; or (v) any other material breach by the Company of the terms of the Agreement. Generally, termination
for “Cause” meant termination of employment by the Company because of dishonesty, conviction of a felony, gross neglect
of duties, or conflict of interest which, in the case of gross neglect or conflict of interest, continued for 30 days after written
notice by the Company to the NEO requesting cessation of such gross neglect or conflict.
Pursuant
to the Agreements, in the event an NEO became eligible for termination benefits as provided above, such benefits would include
the following: (i) a cash payment, to be made within 45 days after such termination, equal to 12 months of the NEO’s base
salary (exclusive of any bonus or other benefit) in effect at the date of the Change in Control; and (ii) the Company would be
obligated to maintain, for a period of twelve months after termination, all life insurance, disability, medical and other benefit
programs to which the NEO and his or her family were entitled at the date of the Change in Control or, in the event the continued
participation of the NEO and his or her family in such programs was not possible, to arrange for similar benefits. The termination
benefits also would include a lump sum cash payment to the NEO within 45 days of such termination in lieu of Company contributions
on behalf of the NEO to which the NEO otherwise would be entitled during the twelve months after termination under the Company’s
401(k) Plan. In the event of an NEO’s termination of employment following a Change in Control, the Compensation Committee
has the authority to accelerate the time at which restrictions will lapse or to remove any restrictions applicable to awards of
restricted stock under the Company’s Amended and Restated Restricted Stock Award Plan.
On January
12, 2022, the Company entered into an Amended and Restated Change in Control Agreement (the “A&R Agreements”)
with each NEO that amends and restates the Agreements to better reflect market terms for such agreements. Under their respective
A&R Agreements, each of the NEOs would be entitled to certain termination benefits in the event that his or her employment
is terminated by the NEO for “Good Reason” or by the Company without “Cause,” in each case within six
months prior to, on the date of or within 18 months following a “Change in Control” (as each such term is defined
in the A&R Agreements). Each of the A&R Agreements has an indefinite term.
Generally,
termination for “Good Reason” under the A&R Agreements includes, but is not limited to, voluntary termination
of employment by the NEO within 180 days following the occurrence of any of the following events without the NEO’s express
consent, unless the event is fully corrected by the Company within 30 days after the NEO notifies the Company of the event: (i)
a change in the NEO’s authority, duties or responsibilities which represents a material diminution in his or her authority,
duties or responsibilities prior to the Change in Control (or, if earlier, the date on which the NEO’s employment terminates);
(ii) a material reduction in the NEO’s base salary below the level that existed preceding the Change in Control (or, if
earlier, the date on which the NEO’s employment terminates); (iii) a relocation of the principal place where the NEO is required to perform services
for the Company by more than 35 miles; (iv) the failure of the Company to require any successor to all or substantially all of
the businesses and/or assets of the Company by sale, merger (where the Company is not the surviving entity), lease or otherwise,
to expressly assume the A&R Agreement; or (v) any other material breach by the Company of the terms of the A&R Agreement.
Termination for “Cause” under the A&R Agreements has the same meaning as in the Agreements, as described above.
38
Table of Contents
In the
event an NEO becomes eligible for termination benefits as provided above, such benefits would include a lump sum cash payment
(the “Severance Payment”) equal to two and one-half times the sum of (i) the NEO’s annual base salary in effect
immediately prior to the date of the NEO’s termination of employment or, if greater, in effect immediately prior to the
Change in Control, (ii) the annual cash bonus paid by the Company to the NEO in respect of the calendar year ending immediately
prior to the date of the NEO’s termination of employment, and (iii) the grant date value of the most recent annual equity
award granted by the Company to the NEO prior to the date of the NEO’s termination of employment. The Company also would
be obligated to maintain, for a period of 12 months after the date of the NEO’s termination of employment or, if earlier,
until the NEO becomes eligible to receive coverage under another employer’s group health plan (the “Benefits Period”),
and at the same level and for the benefit of the NEO’s family, where applicable, all life insurance, disability, medical
and other benefit programs or arrangements in which the NEO is participating or to which the NEO is entitled at the date of the
Change in Control (or, if the NEO’s termination of employment occurs prior to the date of the Change in Control, at the
date of termination of employment). In lieu of making contributions to the Company’s Profit Sharing and Savings Plan during
the Benefits Period, the Company would be obligated to make a lump sum cash payment to the NEO in an amount equal to the Company
contributions to which the NEO otherwise would be entitled during the Benefits Period under such plan. The NEO’s unvested
equity awards that are subject solely to time-based vesting conditions would become fully vested and nonforfeitable as of the
date of the NEO’s termination of employment (or, if the NEO’s termination of employment occurs prior to the date of
the Change in Control, as of the date of the Change in Control).
Each NEO’s
receipt of the termination benefits described in the preceding paragraph are subject to the NEO’s execution and non-revocation
of a release of claims in favor of the Company and compliance with the restrictive covenants set forth in the NEO’s A&R
Agreement. Each of the A&R Agreements contains restrictive covenants relating to the non-disclosure of confidential information,
non-competition, non-solicitation of employees and customers, and mutual non-disparagement. The non-competition and non-solicitation
covenants run until the later of (i) 24 months following the date of a Change in Control that occurs during the NEO’s employment
with the Company or (ii) 12 months following the NEO’s termination of employment.
The table
below sets forth the compensation payable to each of the NEOs pursuant to the Agreements, in the event of termination of employment
by the NEO for Good Reason or by the Company for any reason other than for Cause, in each case within 18 months following a Change
in Control. The amounts are estimates only and assume that the termination of employment and Change in Control occurred on October
31, 2021. Footnotes to the table below set forth the compensation that would have been payable to each of the NEOs pursuant to
the A&R Agreements, which became effective January 12, 2022, in the event of a termination of employment by the NEO for Good
Reason or by the Company without Cause, in each case within six months prior to, on the date of or within 18 months following
a Change in Control, had such A&R Agreements been in place as of October 31, 2021. Actual amounts to which the NEO would be
entitled would depend upon his or her actual compensation, the value of his or her benefits, and the number and value of outstanding
shares of restricted stock held by the NEO as of the date of the Change in Control.
39
Table of Contents
Termination
of Employment in Connection with Change in Control(1)
|
Name
|
|
Cash
Compensation
|
|
Continuation
of Medical
and Insurance
Benefits(2)
|
|
Other
Benefits(3)
|
|
Acceleration
of Equity
Awards(4)
|
|
Total
Termination
Benefits
|
|
Willing L. Biddle
|
|
$
|
411,900
|
|
|
$
|
28,495
|
|
|
$
|
20,595
|
|
|
$
|
16,290,900
|
|
|
$
|
16,751,890
|
|
|
John T. Hayes
|
|
$
|
297,300
|
|
|
$
|
28,591
|
|
|
$
|
14,865
|
|
|
$
|
1,384,620
|
|
|
$
|
1,725,376
|
|
|
Charles D. Urstadt
|
|
$
|
106,600
|
|
|
$
|
10,265
|
|
|
$
|
5,330
|
|
|
$
|
319,622
|
|
|
$
|
441,817
|
|
|
Stephan A. Rapaglia
|
|
$
|
297,300
|
|
|
$
|
28,591
|
|
|
$
|
14,865
|
|
|
$
|
1,482,820
|
|
|
$
|
1,823,576
|
|
|
Miyun Sung
|
|
$
|
266,500
|
|
|
$
|
11,153
|
|
|
$
|
13,325
|
|
|
$
|
864,160
|
|
|
$
|
1,155,138
|
|
|
(1)
|
This table sets forth the compensation payable to each of the NEOs pursuant
to the Agreements, which were in place at October 31, 2021, in the event of termination of employment by the NEO for Good
Reason or by the Company other than for Cause, in each case within 18 months following a Change in Control, as such terms
are defined in the Agreements. The following compensation would have been payable under the A&R Agreements, which became
effective January 12, 2022, in the event of a termination of employment by the NEO for Good Reason or by the Company without
Cause, in each case within six months prior to, on the date of or within 18 months following a Change in Control, as such
terms are defined in the A&R Agreements, had such A&R Agreements been in place as of October 31, 2021:
|
|
Name
|
|
Cash
Compensation
|
|
Continuation
of Medical and
Insurance Benefits
|
|
Other
Benefits(3)
|
|
Acceleration
of Equity
Awards
|
|
Total
Termination
Benefits
|
|
Willing L. Biddle
|
|
$
|
4,285,688
|
|
|
$
|
28,495
|
|
|
$
|
20,595
|
|
|
$
|
16,290,900
|
|
|
$
|
20,625,678
|
|
|
John T. Hayes
|
|
$
|
1,418,250
|
|
|
$
|
28,591
|
|
|
$
|
14,865
|
|
|
$
|
1,384,620
|
|
|
$
|
2,846,326
|
|
|
Charles D. Urstadt
|
|
$
|
379,100
|
|
|
$
|
10,265
|
|
|
$
|
5,330
|
|
|
$
|
319,622
|
|
|
$
|
714,317
|
|
|
Stephan A. Rapaglia
|
|
$
|
1,418,250
|
|
|
$
|
28,591
|
|
|
$
|
14,865
|
|
|
$
|
1,482,820
|
|
|
$
|
2,944,526
|
|
|
Miyun Sung
|
|
$
|
1,144,375
|
|
|
$
|
11,153
|
|
|
$
|
13,325
|
|
|
$
|
864,160
|
|
|
$
|
2,033,013
|
|
|
(2)
|
Represents an estimate of the cost to provide for one year of continued
life insurance, disability, medical and other benefit programs in which the named officer is participating or to which he
is entitled.
|
|
(3)
|
Represents a cash payment to the NEO in lieu of Company contributions under the Company’s
401(k) Plan to which the NEO otherwise would be entitled during the twelve months after his or her termination of employment.
|
|
(4)
|
Amounts in the table assume that any restrictions upon vesting have been removed.
|
Chief
Executive Officer Pay Ratio
Our compensation
and benefit programs are designed to reward all employees who contribute to our success with a total compensation package that
is designed to achieve the objectives described under “Compensation Discussion and Analysis.” We are required to calculate
and disclose the compensation of our median paid employee as well as the ratio of the total annual compensation of our median
paid employee to the compensation paid to our Chief Executive Officer. In identifying our median employee, we reviewed the annual
base salary and bonus of each of the 73 full-time employees of the Company or its consolidated subsidiaries as of October 31,
2021, excluding our Chief Executive Officer, then determined such median employee’s annual total compensation in accordance
with the requirements of the Summary Compensation Table included in this proxy statement. These employees range from senior vice
presidents to handymen and accounting, leasing and operations staff. We annualized the base salaries or wages of any permanent
employees who started with us during fiscal 2021. No other adjustments were made.
40
Table of Contents
The actual
total annual compensation of our Chief Executive Officer and median paid employee was calculated in accordance with the requirements
of the Summary Compensation Table included in this proxy statement. Based on this methodology, we have determined that the total
annual compensation paid to our Chief Executive Officer in fiscal year 2021 was $1,737,061 and the total annual compensation paid
to our median paid employee in fiscal year 2021, excluding our Chief Executive Officer, was $80,100, resulting in a ratio of 22:1.
We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described
above.
The SEC
rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies
and to make reasonable estimates and assumptions that reflect their compensation practices. Moreover, the ratio may be influenced
by a company’s decision to allocate work to independent contractors, outside advisors and other third-parties, as opposed
to employees. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us.
DIRECTOR
COMPENSATION
In 2021,
other than Messrs. Biddle and C.D. Urstadt, each director received an annual retainer of $31,500, compensation of $2,300 for each
Board of Directors meeting and each committee meeting attended in person and compensation of $1,150 for each Board of Directors
meeting and each committee meeting attended telephonically. The Chairmen of the Audit Committee, Compensation Committee and the
Governance Committee each received an additional annual retainer of $4,275. On January 4, 2021, each non-employee director was
also granted 1,350 restricted shares of common stock which, at the election of each director, could be any combination of Class
A Common Stock and Common Stock.
At its
meeting in December 2021, the Compensation Committee considered compensation for the directors and voted to set the annual retainer
and fees for 2022 as follows: annual retainer, $33,075; additional retainer for committee chairs, $4,490; meeting attendance fees,
$2,415 in person and $1,210 via teleconference. On January 4, 2022, each non-employee director was also granted 2,500 restricted
shares of common stock which, at the election of each director, could be any combination of Class A Common Stock and Common Stock.
For 2022, Willing L. Biddle and Charles D. Urstadt are officers of the Company and, as such, do not receive separate compensation
for service as a director or committee member.
The compensation
table below summarizes the compensation paid to non-employee members of the Board of Directors during the fiscal year ended October
31, 2021.
|
Name
|
|
Fees
Earned
or Paid
in Cash
($)
|
|
Stock
Awards
($)(1)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|
Kevin J. Bannon(2)
|
|
$
|
58,700
|
|
|
$
|
18,563
|
|
|
|
—
|
|
|
$
|
77,263
|
|
|
Catherine U. Biddle(3)
|
|
$
|
41,775
|
|
|
$
|
15,768
|
|
|
|
—
|
|
|
$
|
57,543
|
|
|
Noble O. Carpenter, Jr.(4)
|
|
$
|
45,225
|
|
|
$
|
18,563
|
|
|
|
—
|
|
|
$
|
63,788
|
|
|
Bryan O. Colley(5)
|
|
$
|
49,500
|
|
|
$
|
18,563
|
|
|
|
—
|
|
|
$
|
68,063
|
|
|
Richard Grellier(6)
|
|
$
|
54,425
|
|
|
$
|
18,563
|
|
|
|
—
|
|
|
$
|
72,988
|
|
|
Willis H. Stephens, Jr.(7)
|
|
$
|
45,225
|
|
|
$
|
18,563
|
|
|
|
—
|
|
|
$
|
63,788
|
|
|
Robert J. Mueller(8)
|
|
$
|
59,850
|
|
|
$
|
18,563
|
|
|
|
—
|
|
|
$
|
78,413
|
|
|
(1)
|
As described under Director Compensation above, the Board of Directors
awarded each non-employee director 1,350 restricted shares of common stock which, at the election of each director, could
be any combination of Class A Common Stock and Common Stock. Except for Catherine U. Biddle, who elected to receive such award
in restricted Common Stock, all of the directors elected to receive such award in restricted Class A Common Stock. The value of each award was computed
in accordance with ASC Topic 718 and is based upon the closing price of the applicable stock on the grant date ($11.68 per
share for Common Stock and $13.75 per share for Class A Common Stock on January 4, 2021). For information regarding significant
factors and assumptions used in the calculations pursuant to ASC Topic 718, see note 1 to the consolidated financial statements
included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2021.
|
41
Table of Contents
|
(2)
|
As of October 31, 2021, a total of 5,950 Class A Common Shares awarded by us to Mr. Bannon
were outstanding and subject to vesting. Fees earned includes additional retainer that Mr. Bannon received in December 2020
as Chair of the Nominating and Corporate Governance Committee.
|
|
(3)
|
As of October 31, 2021, a total of 5,950 Common Shares awarded by us to Ms. Biddle were outstanding
and subject to vesting.
|
|
(4)
|
As of October 31, 2021, a total of 5,950 Class A Common Shares awarded by us to Mr. Carpenter
were outstanding and subject to vesting.
|
|
(5)
|
As of October 31, 2021, a total of 5,950 Class A Common Shares awarded by us to Mr. Colley
were outstanding and subject to vesting. Fees earned includes additional retainer that Mr. Colley received in December 2020
as Chair of the Compensation Committee.
|
|
(6)
|
As of October 31, 2021, a total of 5,950 Class A Common Shares awarded by us to Mr. Grellier
were outstanding and subject to vesting.
|
|
(7)
|
As of October 31, 2021, a total of 2,600 Class A Common Shares awarded by us to Mr. Stephens
were outstanding and subject to vesting.
|
|
(8)
|
As of October 31, 2021, a total of 5,950 Class A Common Shares awarded by us to Mr. Mueller
were outstanding and subject to vesting. Fees earned includes additional retainer that Mr. Mueller received in January 2021
as Chair of the Audit Committee.
|
42
Table of Contents
COMPENSATION
COMMITTEE REPORT
The Compensation
Committee has reviewed and discussed the Compensation Discussion and Analysis of the Company with management. Based on review
and discussions, the Compensation Committee recommended to the Board of Directors, and the Board of Directors approved, that the
Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for
the year ended October 31, 2021.
|
|
Compensation Committee:
|
|
|
|
|
|
Bryan O. Colley, Chairman
|
|
|
Willis H. Stephens, Jr.
|
This report does not constitute
“soliciting material” and shall not be deemed filed or incorporated by reference into any filing under the Securities
Act of 1933 or under the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this report
by reference, and shall not otherwise be deemed filed under such Acts.
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member
of the Compensation Committee during 2021 was an officer, employee or former officer of ours or any of our subsidiaries or had
any relationship that would be considered a Compensation Committee interlock and would require disclosure in this Proxy Statement
pursuant to SEC regulations. None of our executive officers served as a member of a compensation committee or a director of another
entity under the circumstances requiring disclosure in this Proxy Statement pursuant to SEC regulations.
43
Table of Contents
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Policy and Procedures
Regarding Transactions with Related Persons
The Company
has in place a Related Party Transactions Policy, which was adopted to further the goal of ensuring that any related person transaction
is properly reviewed, approved or ratified, if appropriate, and fully disclosed in accordance with applicable rules and regulations.
The policies and procedures are intended to work in conjunction with the Code of Ethics for Senior Officers and Code of Business
Conduct, which is described above in “Corporate Governance and Board Matters—Code of Ethics for Senior Financial Officers;
Code of Business Conduct and Ethics.”
The policies
and procedures apply to transactions or arrangements between the Company and any related person, including but not limited to
directors, director nominees, executive officers, greater than 5% stockholders and the immediate family members of each of these
groups. They do not, however, apply with respect to general conflicts between the interests of the Company and our employees,
officers and directors, including issues relating to engaging in a competing business and performing outside or additional work,
which are reported and handled in accordance with the Company’s Code of Ethics and Code of Business Conduct and Ethics and
other procedures and guidelines implemented by the Company from time to time.
For purposes
of the policies and procedures, a related person transaction is a transaction, arrangement or relationship, or any series of similar
transactions, arrangements or relationships, in which (i) the aggregate amount involved will or may be expected to exceed $120,000,
(ii) the Company is a participant, and (iii) any related person has or will have a direct or indirect material interest.
Under
the policies and procedures, the directors and executive officers of the Company are responsible for identifying and reporting
any proposed transaction with a related person. If any director or officer becomes aware of any transaction or arrangement that
has taken place, may be taking place or may be about to take place involving the Company and any related person, such person is
required to bring the matter to the attention of the Company’s Secretary. Any proposed related person transaction is required
to be presented by the Secretary to the Governance Committee or the Chair of the Governance Committee for its review. The Governance
Committee will then meet, in person or by telephone, to review the facts and circumstances and discuss the proposed transaction.
If the
transaction involves a director, that director will not participate in the action regarding whether to approve the transaction.
The policies
and procedures provide that all related person transactions are to be disclosed in the Company’s Proxy Statement and other
appropriate filings to the extent required by the rules and regulations of the SEC.
Relationships
After
considering information provided by directors and officers, including information considered by the Board in its determination
of director independence as described in “Corporate Governance and Board Matters—Board Independence,” as of
the Record Date (the most recent practicable date), the Company was not aware of any related person transactions pursuant to the
Related Party Transactions Policy.
Elinor
F. Urstadt, in her own capacity and as the executor of the estate of Charles J. Urstadt, her late husband, is a stockholder that
beneficially owns at least 5% of the Common Stock of the Company, as well as less than 5% of the Class A Common Stock of the Company.
She is the mother of Catherine U. Biddle, a director of the Company, and Charles D. Urstadt, the Chairman of the Company. Willing
L. Biddle, the Company’s President, Chief Executive Officer and a director, is the husband of Catherine U. Biddle, the son-in-law
of Elinor F. Urstadt, and the brother-in-law of Charles D. Urstadt. Elinor Biddle, daughter of Willing L. Biddle and Catherine
U. Biddle, is a senior leasing associate with the Company.
44
Table of Contents
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table
below sets forth certain information, as of the Record Date, available to the Company with respect to Common Shares and Class
A Common Shares of the Company beneficially owned by:
|
|
●
|
each person who is known by us to beneficially own more than 5%
of the Class A Common Shares or Common Shares;
|
|
|
|
|
|
|
●
|
each director and nominee for director;
|
|
|
|
|
|
|
●
|
each named executive officer; and
|
|
|
|
|
|
|
●
|
all of our current directors and executive officers as a group.
|
The number
of shares beneficially owned by each individual or group is based upon information in documents filed by such person with the
SEC or other information available to us. Percentage ownership in the following table is based on 10,264,037 Common Shares and
30,161,094 Class A Common Shares outstanding as of the Record Date. Unless otherwise noted below, the address of the persons and
entities listed on the table is 321 Railroad Avenue, Greenwich, CT 06830.
|
Name and Address of Beneficial
Owner
|
|
Common Shares
Beneficially
Owned
|
|
Percent
of
Class
|
|
Class A
Common
Shares
Beneficially
Owned
|
|
Percent
of
Class
|
|
5% Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Vanguard Group, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 Vanguard Blvd.
Malvern, PA 19355
|
|
|
—
|
|
|
|
—
|
|
|
|
3,907,657
|
(1)
|
|
|
13.0
|
%
|
|
BlackRock, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55 East 52nd Street
New York, NY 10022
|
|
|
—
|
|
|
|
—
|
|
|
|
4,793,335
|
(2)
|
|
|
15.9
|
%
|
|
Elinor F. Urstadt
|
|
|
4,093,198
|
(3)
|
|
|
39.9
|
%
|
|
|
176,767
|
(4)
|
|
|
*
|
|
|
Directors & Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles D. Urstadt
|
|
|
51,876
|
(5)
|
|
|
*
|
|
|
|
1,850
|
|
|
|
*
|
|
|
Willing L. Biddle
|
|
|
4,376,970
|
(6)
|
|
|
42.6
|
%
|
|
|
53,324
|
(7)
|
|
|
*
|
|
|
Kevin J. Bannon
|
|
|
—
|
|
|
|
*
|
|
|
|
49,900
|
(8)
|
|
|
*
|
|
|
Catherine U. Biddle
|
|
|
4,376,970
|
(6)
|
|
|
42.6
|
%
|
|
|
53,324
|
(7)
|
|
|
*
|
|
|
Noble O. Carpenter, Jr.
|
|
|
—
|
|
|
|
—
|
|
|
|
8,450
|
(9)
|
|
|
*
|
|
|
Bryan O. Colley
|
|
|
—
|
|
|
|
—
|
|
|
|
22,738
|
(10)
|
|
|
*
|
|
|
Richard Grellier
|
|
|
2,627
|
|
|
|
*
|
|
|
|
13,400
|
(11)
|
|
|
*
|
|
|
Robert J. Mueller
|
|
|
—
|
|
|
|
—
|
|
|
|
51,450
|
(12)
|
|
|
*
|
|
|
Willis H. Stephens, Jr.
|
|
|
—
|
|
|
|
—
|
|
|
|
6,540
|
(13)
|
|
|
*
|
|
|
John T. Hayes
|
|
|
—
|
|
|
|
—
|
|
|
|
100,264
|
(14)
|
|
|
*
|
|
|
Stephan A. Rapaglia
|
|
|
350
|
|
|
|
*
|
|
|
|
124,314
|
(15)
|
|
|
*
|
|
|
Miyun Sung
|
|
|
—
|
|
|
|
—
|
|
|
|
63,234
|
(16)
|
|
|
*
|
|
|
Directors & Executive Officers as a group (12 persons)
|
|
|
4,431,823
|
|
|
|
43.2
|
%
|
|
|
495,464
|
|
|
|
1.6
|
%
|
45
Table of Contents
|
(1)
|
Number of shares is based upon information filed with the SEC on February
10, 2021 by The Vanguard Group (“Vanguard”) in a Schedule 13G/A. Vanguard has shared voting power over 35,356
Class A Common Shares, sole dispositive power over 3,848,894 Class A Common Shares and
shared dispositive power over 58,764 Class A Common Shares.
|
|
(2)
|
Number of shares is based upon information filed with the SEC on January 26, 2022 by BlackRock,
Inc. (“Blackrock”) in a Schedule 13G/A. Blackrock has sole voting power over 4,743,486 Class A Common Shares and
sole dispositive power over 4,793,335 Class A Common Shares.
|
|
(3)
|
In her capacity as
executor of Mr. Urstadt’s estate, Mrs. Urstadt may be deemed to have beneficial ownership of the 125,000 shares of Common
Stock in Mr. Urstadt’s estate. Mrs. Urstadt is the direct beneficial owner of 76,050 shares of Common Stock and has the
power to vote or direct the voting of and to dispose or direct the disposition of an additional 105,000 shares of Common Stock
held by the Urstadt Conservation Foundation (the “Foundation”), representing a total of 181,050 shares of Common Stock.
Mrs. Urstadt disclaims beneficial ownership of any shares held by the Foundation.
|
|
|
Mrs. Urstadt also may be deemed to have
shared power to vote or direct the voting of and to dispose of or direct the disposition of (i) the 220,000 shares of Common
Stock held by the Charles J. Urstadt 2012 Family Trust, of which she and Catherine Biddle are co-trustees, (ii) the 280,570
shares of Common Stock held by the Marital Deduction Trust UA V under the Will, of which she and Catherine Biddle are co-trustees,
(iii) the 888,426 shares of Common Stock directly held by Urstadt Property Company, Inc., a Delaware corporation (“UPCO”),
(iv) the 1,942,431 shares of Common Stock held by Urstadt Realty Associates Co LP (“URACO”), a Delaware limited
partnership, of which UPCO is the general partner, and (v) the 455,721 shares of Common Stock held by Urstadt Realty Shares
II L.P. (“URS II”), a Delaware partnership, of which UPCO is the general partner. Mrs. Urstadt and the estate
of Mr. Urstadt own a controlling amount of the outstanding voting securities of UPCO.
|
|
(4)
|
Elinor F. Urstadt has direct beneficial ownership of 18,000 Class A Common Shares. In her
capacity as executor of the Estate of Charles J. Urstadt, Elinor F. Urstadt has beneficial ownership of 58,767 Class A
Common Shares held by the Estate of Charles J. Urstadt. Elinor F. Urstadt, for herself and as
executor of the Estate of Charles J. Urstadt, indirectly beneficially owns 100,000 Class A Common Shares directly held by
UPCO, in which Elinor F. Urstadt and the Estate of Charles J. Urstadt own a controlling amount of the outstanding voting securities.
|
|
(5)
|
Mr. C.D. Urstadt directly owns 51,876 Common Shares, of which 22,100 are restricted subject
to vesting. The number of shares reported does not include Common Shares owned by URACO (as defined below), of which the Charles
D. Urstadt Irrevocable Trust is a limited partner. Mr. C.D. Urstadt is the sole beneficiary of the trust. The number of shares
reported also does not include Common Shares owned by UPCO (as defined below), of which Mr. C.D. Urstadt is an officer and
stockholder. Shares held by URACO and UPCO are reported by Elinor F. Urstadt, as the controlling stockholder of UPCO, and
UPCO, the general partner of URACO.
|
|
(6)
|
Mr. Biddle is the direct beneficial owner
of 1,419,766 shares of Common Stock individually of which 900,000 are restricted subject to vesting, and Mrs. Biddle is the direct
beneficial owner of 16,344 shares of Common Stock individually, of which 7,400 are restricted subject to vesting. When these shares
are added to (i) the 5,163 shares of Common Stock owned by the P.T. Biddle (Deceased) IRA for the benefit of Willing Biddle, (ii)
the 852,252 shares of Common Stock owned by the Catherine U. Biddle 2012 Dynasty Trust, for which Mr. Biddle is the sole trustee,
(iii) the 1,070 shares of Common Stock held by the Charles and Phoebe Biddle Trust UAD 12/20/93 for the benefit of the issue of
Mr. Biddle, (iv) the 21,000 shares of Common Stock held by Trust UW PTB Art 4.1, (v) the 1,110,805 shares owned by the Willing
L. Biddle 2012 Dynasty Trust for which Mrs. Biddle is the sole trustee, (vi) the 280,570 shares owned by the Marital Deduction
Trust UA V under the Will, for which Mrs. Biddle is a co-trustee with Elinor F. Urstadt, (vii) the 220,000 shares of Common Stock
held by the Charles J. Urstadt 2012 Family Trust, for which Mrs. Biddle is a co-trustee with Elinor F. Urstadt, and (viii) the
450,000 owned by the Elinor F. Urstadt 2016 Gift Trust, for which Mrs. Biddle is a trustee, Mr. Biddle and Mrs. Biddle beneficially
own 4,376,970 shares of Common Stock. The 280,570 shares described in subsection (vi) above and the 220,000 shares described in
subjection (vii) above are also reported by Elinor F. Urstadt and described in footnote (3) to the table.
|
46
Table of Contents
|
|
Mr. Biddle and Mrs. Biddle may each be deemed
to have shared power to vote and direct the voting of and to dispose of or direct the disposition of shares owned by the other,
as they are spouses.
|
|
|
297,366
shares of Common Stock owned directly by Mr. Biddle are pledged as collateral for one third-party loan.
|
|
(7)
|
Mr. Biddle directly owns 50,000 Class A Common Shares, of which 22,500 are restricted subject
to vesting. In addition, he is the indirect beneficial owner of 3,324 Class A Common Shares directly held by Mrs. Biddle.
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|
|
Mr. Biddle and Mrs. Biddle may each be deemed to have shared power to vote and direct the voting of and to dispose of or direct
the disposition of shares owned by the other, as they are spouses.
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|
(8)
|
Mr. Bannon directly owns 48,900 Class A Common Shares, of which 7,400 are restricted subject
to vesting. Mr. Bannon is also the indirect beneficial owner of 1,000 shares of Class A Common Stock, which are held directly
by a family trust.
|
|
(9)
|
Mr. Carpenter directly owns 8,450 Class A Common Shares, of which 7,400 are restricted subject
to vesting.
|
|
(10)
|
Mr. Colley directly owns 9,444 Class A Common Shares, of which 7,400 are restricted subject
to vesting. An additional 8,200 shares are held in the Collgates Bryan Trust, of which his wife Sara G. Colley is the trustee
and beneficiary, and 5,094 shares are held by the Sarah G. Colley Trust, of which his wife is also the trustee and beneficiary.
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|
(11)
|
Mr. Grellier directly owns 13,400 Class A Common Shares, of which 7,400 are restricted subject
to vesting.
|
|
(12)
|
Mr. Mueller directly owns 51,450 Class A Common Shares, of which 7,400 are restricted subject
to vesting.
|
|
(13)
|
Mr. Stephens directly owns 5,340 Class A Common Shares, of which 5,100 are restricted subject
to vesting. He is also the indirect beneficial owner of 1,200 shares of Class A Common
Stock, which are held by his spouse.
|
|
(14)
|
Mr. Hayes directly owns 100,264 Class A Common Shares, of which 78,000 are restricted subject
to vesting.
|
|
(15)
|
Mr. Rapaglia directly owns 124,314 Class A Common Shares, of which 83,000 are restricted
subject to vesting.
|
|
(16)
|
Ms. Sung directly owns 63,234 Class A Common Shares, of which 58,000 are restricted subject
to vesting.
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Table of Contents
DELINQUENT
SECTION 16(a) REPORTS
Section
16(a) of the Exchange Act requires the directors and officers, and persons who own more than 10% of a registered class of the
Company’s equity securities, to file initial reports of ownership and reports of changes in ownership of such equity securities
with the SEC. Such persons also are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on a review of the copies of such forms furnished to the Company, or written representations, the Company
believes that, with respect to the period from November 1, 2020 through October 31, 2021, its directors, officers and greater
than 10% beneficial owners complied with all Section 16(a) filing requirements.
AVAILABLE
INFORMATION
The
Company’s Annual Report to Stockholders for the fiscal year ended October 31, 2021 has been made available to the stockholders
over the Internet or mailed to the Company’s stockholders with or prior to this Proxy Statement. You should not regard the
Annual Report as proxy soliciting materials or a communication by means of which solicitation is to be made. A copy of the Company’s
Annual Report on Form 10-K, without exhibits, will be furnished without charge to stockholders upon request to:
Miyun
Sung, Secretary
Urstadt Biddle Properties Inc.
321 Railroad Avenue
Greenwich, CT 06830
The Company’s
Corporate Governance Guidelines, Code of Ethics for Senior Financial Officers, Code of Business Conduct and Ethics, and the Charters
for each of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee are available on
the Company’s website under “Investors / Overview / Governance Documents” at www.ubproperties.com.
48
Table of Contents
OTHER
MATTERS
Other Matters to Come
Before the 2022 Annual Meeting
The directors
know of no other business to be presented at the Annual Meeting. If other matters properly come before the Annual Meeting in accordance
with the Bylaws, the persons named as proxies will vote on them in accordance with their best judgment to the extent permitted
by applicable laws and regulations.
Deadlines for Stockholder
Proposals and Nominations for the 2023 Annual Meeting of Stockholders
Any stockholder
who intends to present a stockholder proposal for consideration at the Company’s 2023 annual meeting of stockholders by
utilizing Rule 14a-8 under the Exchange Act must comply with the requirements as to form and substance established by the SEC
for such proposals to be included in the Company’s Proxy Statement for such meeting. Such proposals must be received by
the Company by October 5, 2022.
Any stockholder
who wishes to propose a nominee to the Board or propose any other business to be considered by the stockholders (other than a
stockholder proposal included in our proxy materials pursuant to Rule 14a-8 of the rules promulgated under the Exchange Act) must
comply with the advance notice provisions and other requirements of Sections 1.03 and/or 2.04 of our Bylaws, which are on file
with the SEC and may be obtained from the Secretary of the Company upon request. Under our Bylaws, in order to have a stockholder
proposal or director nomination considered at an annual meeting of stockholders, stockholders are generally required to deliver
to the Company certain information concerning themselves and their stockholder proposal or director nomination, as specified in
the Bylaws, not less than 75 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting
(the “annual meeting anniversary date”); provided, however, that, if the annual meeting is scheduled to be held on
a date more than 30 days before or more than 60 days after the annual meeting anniversary date, notice must be delivered to us
not later than the close of business on the later of the 75th day prior to the scheduled date of such annual meeting
or the 15th day after public disclosure of the date of such annual meeting. Therefore, any notice of intent to consider
other matters and/or nominees at the year 2023 Annual Meeting of Stockholders, and related information, must be received by the
Company between November 17, 2022 and January 1, 2023. The purpose of the Bylaw is to assure adequate notice of, and information
regarding, any such matter as to which stockholder action may be sought.
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By Order of the Directors
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WILLING L. BIDDLE
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President & Chief Executive Officer
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YOUR
PROXY IS IMPORTANT
WHETHER YOU OWN FEW OR MANY SHARES.
PLEASE VOTE AS SOON AS POSSIBLE.
49