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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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1. |
To elect three directors to serve for
three years as Class I directors; |
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2. |
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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3. |
To transact such other business as may
properly come before the meeting or any adjournment thereof. |
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. |
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:
| |
● |
Corporate Governance Guidelines, which
address the qualifications and responsibilities of directors,
director independence, committee structure and responsibilities,
and interactions with management, among other matters |
| |
|
|
| |
● |
Code of Ethics for Senior Financial
Officers |
| |
|
|
| |
● |
Code of Business Conduct and
Ethics |
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:
| |
● |
a candidate’s demonstrated integrity
and ethics consistent with the Company’s Code of Business Conduct
and Ethics; |
| |
|
|
| |
● |
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 |
| |
|
|
| |
● |
a candidate’s willingness to represent
the best interests of all of the Company’s stockholders and not
just a particular constituency. |
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:
| |
● |
a candidate’s experience in real
estate, business, finance, accounting rules and practices, law and
public relations; |
| |
|
|
| |
● |
a candidate’s management experience,
judgment, skill and experience with businesses and organizations
comparable to the Company; |
| |
|
|
| |
● |
the appropriate size and diversity of
the Company’s Board of Directors; and |
| |
|
|
| |
● |
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:
|
|
|
Audit
Committee |
|
Compensation
Committee |
|
Nominating & Corporate
Governance Committee |
|
Executive Committee |
| Willing
L. Biddle |
|
|
|
|
|
|
|
ü |
| Kevin J.
Bannon* |
|
ü |
|
|
|
Chair |
|
|
| Catherine
U. Biddle |
|
|
|
|
|
|
|
ü |
| Noble O.
Carpenter, Jr.* |
|
ü |
|
|
|
ü |
|
|
| Bryan O.
Colley* |
|
|
|
Chair |
|
ü |
|
|
| Richard
Grellier* |
|
|
|
|
|
ü |
|
ü |
| Robert J.
Mueller* |
|
Chair |
|
|
|
ü |
|
ü |
| Willis H.
Stephens, Jr.* |
|
|
|
ü |
|
ü |
|
|
| Charles
D. Urstadt |
|
|
|
|
|
|
|
ü |
| |
|
|
|
|
|
|
|
|
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:
| |
● |
monitor the integrity of the Company’s
financial statements, financial reporting processes and systems of
internal controls over financial reporting; |
| |
|
|
| |
● |
monitor the Company’s compliance with
legal and regulatory requirements relating to the foregoing; |
| |
|
|
| |
● |
monitor the independence and
performance of the Company’s independent auditor and internal
auditing function; |
| |
|
|
| |
● |
provide an avenue of communication
among the Board, the independent auditor, management and persons
responsible for the internal audit function; and |
| |
|
|
| |
● |
prepare the Report of Audit Committee,
as required by applicable securities regulations. |
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:
| |
● |
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 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; |
| |
|
|
| |
● |
reviewing and recommending to the
Board compensation for directors and non-CEO executive
officers; |
| |
|
|
| |
● |
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 |
| |
|
|
| |
● |
reviewing and discussing with
management the Compensation Discussion and Analysis and preparing
the Compensation Committee Report, as required by applicable
securities regulations. |
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:
| |
● |
establish criteria for Board
membership and selection of new directors; |
| |
|
|
| |
● |
recommend nominees to stand for
election to the Board, including incumbent Board members and
candidates for new directors; |
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Table of
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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; |
| |
|
|
| |
● |
review the Company’s insider trading
policy; |
| |
|
|
| |
● |
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 |
| |
|
|
| |
● |
oversee an annual evaluation of the
performance of the Board of Directors and each of its chartered
committees. |
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.
16
Table of
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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:
| |
● |
CEO must hold shares equal in value to
at least five times (5x) his/her annual base salary. |
| |
|
|
| |
● |
Chairman must hold shares equal in
value to at least three times (3x) his/her annual base salary. |
| |
|
|
| |
● |
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. |
| |
|
|
| |
● |
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). |
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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Directors and executive officers may satisfy their ownership
requirements with Common Stock or Class A Common Stock in these
categories:
| |
● |
Shares beneficially owned directly or
indirectly (e.g. by a spouse or trust) |
| |
|
|
| |
● |
Time-vesting, but yet unvested, shares
of restricted stock granted by the Company |
| |
|
|
| |
● |
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.
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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:
| |
● |
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; |
| |
|
|
| |
● |
introducing the next generation of
real estate leaders through internship programs; |
| |
|
|
| |
● |
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; |
| |
|
|
| |
● |
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 |
| |
|
|
| |
● |
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.
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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.
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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.
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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.
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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.
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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. |
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Table of
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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:
| |
● |
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. |
| |
|
|
| |
● |
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. |
| |
|
|
| |
● |
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. |
| |
|
|
| |
● |
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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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:
| |
● |
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; |
| |
|
|
| |
● |
negotiated with our tenants to
significantly reduce the number of tenants requiring rental
assistance in the form of abatements or deferrals; |
| |
|
|
| |
● |
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; |
| |
|
|
| |
● |
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; |
| |
|
|
| |
● |
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; |
| |
|
|
| |
● |
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 |
| |
|
|
| |
● |
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.
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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.
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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:
| |
● |
Base Salaries |
| |
|
|
| |
● |
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.
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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.
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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.
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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.
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Table of
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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
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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 $20,345 in 2021,
with the remaining amount reflecting fees associated with club
memberships. |
33
Table of
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Grants of Plan-Based Awards
The following table summarizes information concerning restricted
stock granted to the named executive officers in the fiscal year
ended October 31, 2021.
| |
|
|
|
|
|
All Other Stock Awards: |
| |
|
|
|
|
|
Number of
Shares of Stock |
|
Grant Date
Fair Value of Stock Awards |
|
Name |
|
Grant
Date |
|
Approval
Date |
|
Common
Stock |
|
Class A
Common
Stock |
|
Common
Stock ($) |
|
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
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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. |
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Table of
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|
(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. |
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Table of
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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
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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
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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. |
|
|
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. |
|
(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. |
|
(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. |
47
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.
|
|
By Order of the Directors |
|
|
 |
|
|
WILLING L. BIDDLE |
|
|
President & Chief Executive
Officer |
YOUR PROXY IS
IMPORTANT
WHETHER YOU OWN FEW OR MANY
SHARES.
PLEASE VOTE AS SOON AS
POSSIBLE.
49
