SEC Form DEF 14A filed by Postal Realty Trust Inc.

On behalf of the Board of Directors and management, I cordially invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Postal Realty Trust, Inc. (the “Company”). The Annual Meeting will be held at 10:00 a.m. (Eastern Time) on May 16, 2025 at the Company’s principal executive offices at 75 Columbia Avenue, Cedarhurst, NY 11516. Details of the business to be presented at the Annual Meeting can be found in this Proxy Statement.

Your vote is important. We encourage you to review the proxy materials and hope you will vote as soon as possible. You may vote by proxy over the Internet or by telephone. If you receive a printed copy of the proxy materials by mail, you may vote by mail by following the instructions on the proxy card in the envelope provided. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend in person. Instructions regarding the three methods of voting are contained in this Proxy Statement and on the proxy card.

On behalf of the Board of Directors, we thank you for your ongoing support and investment in our Company.

Postal Realty Trust, Inc. is furnishing this Proxy Statement in connection with our solicitation of proxies to be voted at our 2025 Annual Meeting of Stockholders (the “Annual Meeting”). We will hold the Annual Meeting at the Company’s principal executive offices at 75 Columbia Avenue, Cedarhurst, NY 11516, on Friday, May 16, 2025 at 10:00 a.m. (Eastern Time) and any postponements, continuations or adjournments thereof. We are providing this Proxy Statement and the enclosed proxy card to our stockholders commencing on or about April 2, 2025.

Unless the context suggests otherwise, references in this Proxy Statement to the “Company,” “we,” “us” and “our” are to Postal Realty Trust, Inc., a Maryland corporation, together with our consolidated subsidiaries, including Postal Realty LP, a Delaware limited partnership of which we are the sole general partner and through which we conduct substantially all of our business (our “Operating Partnership”).

At the Annual Meeting, our stockholders will be asked to consider and act upon the following matters:

We completed our initial public offering (our “IPO”) in May 2019, and we qualify as a “smaller reporting company” as defined in Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”). As a result, under Schedule 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we qualify for certain scaled executive compensation requirements applicable to smaller reporting companies.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we are permitted to furnish our proxy materials online to our stockholders by delivering a Notice of Internet Availability of Proxy Materials in the mail. Unless requested, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice of Internet Availability of Proxy Materials instructs you on how to access and review the Proxy Statement and our Annual Report by visiting http://materials.proxyvote.com/73757R. The Notice of Internet Availability of Proxy Materials also instructs you on how you may submit your proxy online, or how you can request a full set of proxy materials, including a proxy card to return by mail. If you received a Notice of Internet Availability of Proxy Materials in the mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials provided in the Notice of Internet Availability of Proxy Materials.

Only stockholders of record at the close of business on March 17, 2025, the record date for the Annual Meeting (the “Record Date”), or their duly authorized proxies are entitled to attend and vote at the Annual Meeting.

If you hold your shares through a bank, broker or other nominee and intend to vote in person at the Annual Meeting, you will need to provide a legal proxy from your bank, broker or other holder of record.

Subject to the provisions of our charter regarding the restrictions on transfer and ownership of shares of our Class A common stock, $0.01 par value per share (our “Class A common stock”), and our Class B common stock, $0.01 par value per share (our “Voting Equivalency stock,” and together with our Class A common stock, our “Common Stock”), and except as may otherwise be specified in the terms of any other class or series of common stock, each outstanding share of Class A common stock entitles the holder to one vote and each outstanding share of Voting Equivalency stock entitles the holder to 50 votes on all matters submitted to a vote of stockholders, including the election of directors, and, except as provided with respect to any other class or series of common stock,

 

the holders of shares of Class A common stock and Voting Equivalency stock vote together as a single class, and possess the exclusive voting power, provided that the holders of Voting Equivalency stock have exclusive voting power with respect to an amendment to the charter that would materially and adversely affect any right or voting power of the Voting Equivalency stock. Our Voting Equivalency stock is designed to provide Mr. Spodek and his affiliates voting rights proportional to their economic interest in our Company, which they currently hold through units of limited partnership in our Operating Partnership (“OP Units”). There is no cumulative voting in the election of our Company’s directors.

At the close of business on the Record Date, 23,559,213 shares of Class A common stock and 27,206 shares of Voting Equivalency Stock were issued and outstanding.

The presence in person or by proxy of the stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting will constitute a quorum for the transaction of business. Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present.

These terms describe how your shares are held. If your shares are registered directly in your name with Equiniti Trust Company, LLC, our transfer agent and registrar, you are a “stockholder of record.” If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a “street name” holder.

If you are a “street name” holder, you are considered the beneficial owner of shares held in street name and your broker or nominee is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker on how to vote your shares. You are also invited to attend the Annual Meeting and vote your shares in person; however, in order to vote your shares in person, you must provide us with a legal proxy from your bank, broker or other stockholder of record.

If you are a registered stockholder, meaning that your shares are registered in your name, you have four voting options. You may vote:

Please carefully follow the directions in the Notice of Internet Availability of Proxy Materials or the proxy card you received. Proxies submitted over the Internet or by telephone must be received by 11:59 p.m. (Eastern Time) on May 15, 2025. Proxies submitted by mail must be received by the Company by 5:00 p.m. (Eastern Time) on May 15, 2025.

If your shares are held in “street name” through a broker, bank or other nominee, please refer to your proxy card or the instructions provided by your broker, bank or other nominee regarding how to vote your shares or to revoke your voting instructions. The availability of telephone and Internet voting depends on the voting processes of the broker, bank or other nominee. Written ballots will be passed out to anyone who wants to vote at the Annual Meeting. However, if you hold your shares in street name, you must obtain a legal proxy from your broker, bank or other nominee to be able to vote in person at the Annual Meeting.

 

If you are a “stockholder of record,” you may vote your shares in person at the Annual Meeting. If you hold your shares in “street name,” you must obtain a proxy from your broker, bank, trustee or nominee giving you the right to vote the shares at the Annual Meeting.

Proof of stock ownership and some form of government-issued photo identification (such as a valid driver’s license or passport) will be required for admission to the Annual Meeting in person. If you wish to attend the Annual Meeting and vote in person, you may contact our Investor Resources at (516) 232-8900. Only stockholders who owned our Common Stock as of the close of business on March 17, 2025 are entitled to attend the Annual Meeting.

It means that you have multiple accounts with our transfer agent and/or with a broker, bank or other nominee. You will need to vote separately with respect to each Notice of Internet Availability of Proxy Materials or proxy card you received. Please vote all of the shares you own.

You may revoke your proxy by doing one of the following:

The Board of Directors unanimously recommends that you vote:

If you are a stockholder of record as of the Record Date and you properly authorize a proxy (whether by Internet, telephone or mail) without specifying a choice on any given matter to be considered at the Annual Meeting, the proxy holders will vote your shares according to the Board of Directors’ recommendation on that matter. If you are a stockholder of record as of the Record Date and you fail to authorize a proxy or vote in person, assuming that a quorum is present at the Annual Meeting, it will have no effect on the result of the vote on any of the matters to be considered at the Annual Meeting.

If you hold your shares through a broker, bank or other nominee, under the rules of the New York Stock Exchange (the “NYSE”), your broker or other nominee may not vote with respect to certain proposals unless you have provided voting instructions with respect to that proposal.

An abstention occurs when a stockholder affirmatively chooses not to vote on a proposal.

 

A “broker non-vote” occurs when a bank, broker or other holder of record holding shares of Common Stock for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Pursuant to Maryland law, abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum.

Under the rules of the NYSE, brokerage firms may have the discretionary authority to vote their customers’ shares of Common Stock on certain routine matters for which they do not receive voting instructions, including the ratification of independent auditors, and thus brokers may vote at their discretion on Proposal No. 2 if they do not receive voting instructions from you on Proposal No. 2. Under the rules of the NYSE, Proposal Nos. 1, 3 and 4 are not considered “routine” matters for purposes of broker discretionary voting and therefore brokers may not vote on Proposal Nos. 1, 3 or 4 if they do not receive voting instructions from you on Proposal Nos. 1, 3 or 4, as applicable. Abstentions and broker non-votes, if any, are not treated as votes cast and thus will have no effect on the outcome of the vote on Proposal Nos. 1, 3 and 4.

If you return a signed proxy card but do not provide voting instructions, your shares will be voted by the proxies identified in the proxy card as follows:

We know of no other matters other than the items of business described in this Proxy Statement that can be considered at the Annual Meeting. If other matters requiring a vote do arise, the persons named as proxies will have the discretion to vote on those matters for you.

A representative of the Company will act as the inspector of election and will tabulate votes.

We will pay the cost of preparing, assembling and mailing the proxy materials. We have retained Broadridge Financial Solutions (“Broadridge”) to assist us in the distribution of proxy materials and the passive solicitation of proxies. We expect to pay Broadridge approximately $60,000 in the aggregate for services rendered, including passively soliciting proxies, reviewing of proxy materials, disseminating of brokers’ search cards, distributing proxy materials, operating online and phone voting systems, receiving executed proxies and tabulation of results. We will also request banks, brokers and other holders of record to send the proxy materials to, and obtain proxies from, beneficial owners and will reimburse them for their reasonable expenses in doing so. We may retain the services of a proxy solicitation firm if, in the Board of Directors’ view, it is deemed necessary or advisable. Although we do not currently expect to retain such a firm, we estimate that the fees of such firm could be up to $12,500, plus out-of-pocket expenses, all of which would be paid by us.

Shareholder Proposals for Inclusion in 2026 Proxy Statement Pursuant to SEC Rule 14a-8. In order for a stockholder proposal to be properly submitted pursuant to Rule 14a-8 under the Exchange Act (“Rule 14a-8”) for presentation at our 2026 Annual Meeting and included in the proxy material for next year’s annual meeting, we must

 

receive written notice of the proposal at our executive offices by November 28, 2025. A stockholder nomination of a person for election to our Board or a proposal for consideration at our 2026 Annual Meeting of Stockholders not intended to be included in our proxy statement pursuant to Rule 14a-8 must be submitted in accordance with the advance notice procedures and other requirements set forth in our Bylaws.

Other Shareholder Proposals and Nominations. Pursuant to our Bylaws, we must receive timely notice of the nomination or other proposal in writing by not later than 5:00 p.m. (Eastern Time) on November 28, 2025, nor earlier than October 29, 2025. However, in the event that the 2026 Annual Meeting of Stockholders is advanced or delayed by more than 30 days from the first anniversary of the date of the 2025 Annual Meeting, notice by the stockholder to be timely must be received no earlier than the 150^th day prior to the date of the meeting and not later than 5:00 p.m. (Eastern Time) on the later of the 120^th day prior to the date of the meeting or the 10^th day following the date of the first public announcement of the meeting.

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Secretary of the Company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 17, 2026.

Proposals should be sent via registered, certified or express mail to: 75 Columbia Avenue, Cedarhurst, NY 11516, Attention: Secretary. For more information regarding stockholder proposals, see “Stockholder Proposals and Nominations” below.

We are sending only a single Notice of Internet Availability of Proxy Materials to any household at which two or more stockholders reside if they share the same last name or we reasonably believe they are members of the same family, unless we have received instructions to the contrary from any stockholder at that address. This practice is known as “householding” and is permitted by rules adopted by the SEC and Maryland law. This practice reduces the volume of duplicate information received at your household and helps us to reduce costs. Each stockholder will continue to receive a separate proxy card or voting instructions card. We will deliver promptly, upon written request or oral request, a separate copy of: (i) the Notice of 2025 Annual Meeting of Stockholders, (ii) the Proxy Statement, with the accompanying annual letter, or (iii) the Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report on Form 10-K”), as applicable, to a stockholder at a shared address to which a single copy of the documents was previously delivered. If you received a single set of these documents for your household for this year, but you would prefer to receive your own copy, you may direct requests for separate copies in the future to the following address: Broadridge Financial Solutions, Inc. by telephone at 1-866-540-7095 or in writing at Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you are a stockholder who receives multiple copies of our proxy materials, you may request householding by contacting us in the same manner and requesting a householding consent form.

You may withdraw your householding consent at any time by contacting Broadridge at the address and phone number provided above. We will begin sending separate copies of stockholders’ communications to you within 30 days of receipt of your instructions.

When we receive notice of an address change for one of the members of the household, we will begin sending separate copies of stockholder communications directly to the stockholder at his or her new address. You may notify us of a change of address by contacting Broadridge at the address and phone number provided above.

The Annual Report on Form 10-K, which is our Annual Report to stockholders, is available at www.sec.gov and accompanies this Proxy Statement.

 

The Annual Report on Form 10-K may also be accessed through our website at http://www.postalrealtytrust.com by clicking on the “Investors” link. At the written request of any stockholder who owns our Common Stock as of the close of business on the Record Date, we will provide, without charge, additional paper copies of our Annual Report on Form 10-K, including the financial statements and financial statement schedule, as filed with the SEC, except exhibits thereto. If requested by eligible stockholders, we will provide copies of the exhibits for a reasonable fee. You can request copies of our Annual Report on Form 10-K by mailing a written request to: Postal Realty Trust, Inc, 75 Columbia Avenue, Cedarhurst, NY 11516, Attention: Secretary

Our Bylaws provide that the number of directors shall be fixed by resolution of the Board of Directors, provided that there shall never be less than the minimum number required by Maryland law, nor more than 15. The Board of Directors has fixed the number of directors at five. All directors are elected until the next annual meeting of stockholders and until their successors are duly elected and qualify. Each nominee served on the Board of Directors as of the date hereof and no other director served on the Board of Directors in 2024. The Board of Directors, upon the recommendation of its Corporate Governance and Compensation Committee, has nominated Patrick R. Donahoe, Barry Lefkowitz, Jane Gural-Senders, Anton Feingold and Andrew Spodek for election at the Annual Meeting for a term to expire at the annual meeting of stockholders in 2026 and until their successors are duly elected and qualify.

It is the intention of the persons named in the enclosed proxy, in the absence of a contrary direction, to vote for the election of all of the nominees named in Proposal No. 1. Should any of the nominees become unable or refuse to accept nomination or election as a director, the persons named as proxies intend to vote for the election of such other person as the Corporate Governance and Compensation Committee may recommend or our Board of Directors may reduce the number of directors to be elected at the Annual meeting. The Board of Directors knows of no reason why any of the nominees might be unable or refuse to accept nomination or election.

Information is set forth below regarding each of our Board of Directors’ five nominees.

Patrick R. Donahoe has been a director of the Company since May 2019. He was named the 73^rd Postmaster General of the United States in October 2010, serving until his retirement in 2015. Mr. Donahoe was a 39-year veteran of the USPS, starting as a postal clerk in Pittsburgh, Pennsylvania in 1975. Prior to his appointment as Postmaster General, Mr. Donahoe served as the 19^th Deputy Postmaster General. Mr. Donahoe has a degree in economics from the University of Pittsburgh and an MBA from the Massachusetts Institute of Technology. Mr. Donahoe is also a director of SG360, an industry-leading print and direct marketing solutions provider.

Mr. Donahoe brings to our Board of Directors valuable prior experience as the Postmaster General of the United States and his 39-year career with the USPS and also experience overseeing technology and cybersecurity from his principal occupation or other professional experience.

Barry Lefkowitz has been a director of the Company since May 2019. He has served as the President and Chief Executive Officer of Huntington Road Advisors LLC, a real estate investment and advisory firm, since 2014, and is the Co-Founder of HMC Real Estate Services LLC, an investment and management firm focused on value-add industrial and flex/office properties. He was a member of the board of ShopOne Centers REIT Inc. a leading owner, operator and manager of high-quality grocery-anchored shopping centers from 2018 to 2022. In 2016, Mr. Lefkowitz served as Interim Chief Financial Officer of Brixmor Property Group Inc. (NYSE: BRX), owner of the nation’s largest wholly-owned portfolio of grocery-anchored community and neighborhood shopping centers. He previously

 

served as Executive Vice President and Chief Financial Officer of Mack-Cali Realty Corporation (NYSE: CLI) from 1996 to 2014 where he was responsible for overseeing the company’s investor relations activities as well as strategic financial planning and forecasting, financial accounting and reporting, and capital markets activities. Additionally, Mr. Lefkowitz led the company’s property management and asset management operations beginning in 2004. He served as a Vice President at Mack-Cali Realty Corporation from 1994 to 1997. Prior to joining Mack-Cali Realty Corporation, Mr. Lefkowitz served as a Senior Manager at Deloitte LLP, specializing in real estate. He is a graduate of Brooklyn College and a member of the American Institute of Certified Public Accountants.

Mr. Lefkowitz brings to our Board of Directors his prior experience in a variety of management, financial and accounting roles at other public companies.

Jane Gural-Senders has been a director of the Company since May 2019. She is an executive director and principal of GFP Real Estate LLC, a family real estate company, which owns and manages a portfolio of approximately 57 properties comprising over 13.8 million square feet primarily in the New York City metropolitan area. The firm also handles third-party services for over 20 properties comprising over 3 million square feet. She is a past president of the Gural JCC (Greater Five Towns, Long Island, NY) and presently is a member of the board of that organization. She also is a board member of the American Associates Ben-Gurion University of the Negev (AABGU); The Flatiron of 23^rd Street Partnership Business Improvement District; and the Real Estate Committee for the Yeshiva University. Ms. Senders graduated from New York University with a Master of Social Work degree.

Ms. Gural-Senders brings to our Board of Directors valuable experience in commercial real estate and leasing.

Anton Feingold has been a director of the Company since May 2019. He is a Partner and Associate General Counsel in the Legal Group of Ares Management Corporation. He also serves as General Counsel, Vice President and Secretary of Ares Commercial Real Estate Corporation (NYSE: ACRE), Assistant Secretary of Ares Management Corporation (NYSE: ARES) and Vice President and Assistant Secretary of CION Ares Diversified Credit Fund. Prior to joining Ares Management in 2014, Mr. Feingold was an attorney with Clifford Chance LLP, where he was a member of the firm’s capital markets and real estate departments, specializing in corporate finance and real estate transactions, as well as general securities law, corporate and regulatory matters. Mr. Feingold graduated from University of Birmingham with a Bachelor of Laws (LL.B Honors) and received a Postgraduate Diploma in Legal Practice at BPP University in London, England.

Mr. Feingold brings to our Board of Directors valuable legal experience in the real estate and real estate capital markets areas.

Andrew Spodek is our Chief Executive Officer and is a member of our Board of Directors. Mr. Spodek was the founder and Chief Executive Officer of our predecessor management entity, Nationwide Postal Management, Inc. (“NPM”), one of our predecessor entities. Mr. Spodek has over 20 years of experience exclusively focused on investing in and managing post office properties. Prior to founding NPM, Mr. Spodek led acquisitions and property management for his family’s private real estate investment activities. Mr. Spodek sits on the Board of Directors of the Association of United States Postal Lessors. Mr. Spodek earned an M.S. in Real Estate from New York University and a B.B.A. in Finance & International Management from Boston University.

Mr. Spodek brings to our Board of Directors extensive experience acquiring and managing post office properties and his extensive experience and relationships with postal property owners.

Our shares of Class A common stock are listed on the NYSE under the symbol “PSTL” and we are subject to the NYSE listing standards. We have adopted corporate governance guidelines and charters for the Audit Committee and Corporate Governance and Compensation Committee of the Board of Directors intended to satisfy NYSE listing

 

standards. We have also adopted a code of business conduct and ethics for our directors and officers intended to satisfy NYSE listing standards and the definition of a “code of ethics” set forth in applicable SEC rules. Our corporate governance guidelines, code of business conduct and ethics and these charters are available on our website at http://www.postalrealtytrust.com.

We operate under the direction of our Board of Directors. Our Board of Directors is responsible for the overall management and control of our affairs, including the investment decisions involving the acquisitions of properties. Our Board of Directors has approved our objectives and strategies on investments and borrowing. The directors may establish further written objectives and strategies on investments and borrowings, or modify existing strategies and objectives, and will monitor our administrative procedures, investment operations and performance.

We currently have five directors, four of whom our Board of Directors has determined are independent directors under standards established by the SEC and the NYSE. Our independent directors are Patrick R. Donahoe, Barry Lefkowitz, Jane Gural-Senders and Anton Feingold. Directors are elected annually by our stockholders, and there is no limit on the number of times a director may be elected to office. Each director serves until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies.

One of the key functions of our Board of Directors is informed oversight of our risk management process. Our Board of Directors administers this oversight function directly, with support from its two standing committees, the Audit Committee and the Corporate Governance and Compensation Committee, each of which addresses risks specific to their respective areas of oversight. In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Corporate Governance and Compensation Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct, and assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Oversight of cybersecurity is an integral part of the Board of Directors’ and the Audit Committee’s risk management process. Our employees receive training at least annually on cybersecurity best practices and we regularly test our employees for information security awareness and adherence to our information security recommendations. We work with external service providers to identify potential risks and mitigate their potential impact, including through training programs, maintenance of backup systems and redundancy and simulated phishing exercises. We also maintain a standalone cybersecurity policy as a component of our overall insurance coverage. Our executive team meets on at least a quarterly basis to review and oversee our cybersecurity and IT framework and updates the Audit Committee and the Board of Directors at least twice a year with respect to key developments and updates relating to our cybersecurity measures and practices. To our knowledge, we have not experienced any information security breach in the last three years or otherwise. As such, we have not incurred any material expenses from cybersecurity breaches or any expenses from penalties or settlements related to a cybersecurity breach during that time.

We believe a company’s reputation for integrity and serving its stockholders responsibly is critical. We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:

Our directors stay informed about our business by attending meetings of our Board of Directors and its committees and through supplemental reports and communications.

The Board of Directors currently has a standing Audit Committee and Corporate Governance and Compensation Committee. The directors who serve on these committees and the current chair of these committees are set forth below:

The Board of Directors held a total of eight meetings during 2024. The number of meetings held by each committee and the Board of Directors during 2024 is set forth below:

During 2024, all incumbent directors who served in 2024 attended at least 75% of the aggregate of:

All of the Company’s then-directors attended the 2024 Annual Meeting of stockholders. Our corporate governance guidelines provide that directors are invited and encouraged to attend our annual meeting of stockholders.

Pursuant to our corporate governance guidelines and the charter of the Corporate Governance and Compensation Committee, the Corporate Governance and Compensation Committee oversees an annual evaluation of the performance of the Board of Directors and each of its committees. The evaluation process is designed to assess the overall effectiveness of the Board of Directors and its committees and to identify opportunities for improving the operations and procedures of the Board of Directors and each committee. The process is meant to solicit ideas from directors about (i) improving prioritization of issues, (ii) improving quality of management presentations, (iii) improving quality of Board of Directors or committee discussions on key matters, (iv) identifying specific issues that should be discussed in the future, and (v) identifying any other matters of importance to the functioning of the Board of Directors or committees. The annual evaluations are generally conducted in the second quarter of each calendar year and the results of the annual evaluation are reviewed and discussed by the Board of Directors.

Board refreshment is important to the Company. On an annual basis, the Corporate Governance and Compensation Committee (i) assesses the needs and composition of the Board of Directors as a whole, including with respect to diversity, (ii) evaluates all current directors and (iii) considers the nomination of all directors whose terms expire at the next annual meeting of stockholders. The Corporate Governance and Compensation Committee will also consider new candidates whenever there is a vacancy or whenever a vacancy is anticipated due to a change in the size or composition of the Board of Directors, a retirement of a director or for any other reason. In addition to considering incumbent directors, the Corporate Governance and Compensation Committee may identify director candidates based on recommendations from the directors and executive officers and may engage the services of third-party search firms to assist in identifying or evaluating director candidates.

The Company has adopted an Insider Trading Policy which governs the purchase, sale and other acquisitions and dispositions of the Company’s securities by the Company and all its directors and employees. Additionally, the Company’s Insider Trading Policy prohibits trading for directors and certain employees during designated blackout periods and requires approval by the Company’s designated Compliance Officer prior to any trade. We believe this policy is reasonably designed to promote compliance with insider trading laws, related rules and regulations and any applicable listing standards. A copy of the Insider Trading Policy is filed as Exhibit 19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 27, 2025.

The Company’s Insider Trading Policy has an anti-hedging policy applicable to directors, officers and employees. The policy prohibits directors, officers and employees from engaging in, among other things, short sales,

 

hedging or monetization transactions, such as forward sale contracts, equity swaps, collars, and transactions with exchange funds, or trading in puts, calls, or options, or other derivative securities with respect to the Company’s securities. The Company believes that prohibiting these types of transactions will help ensure that the economic interests of all directors, officers and employees will not differ from the economic interests of the Company’s stockholders. In addition, the Company has an anti-pledging policy that prohibits directors, officers and employees from pledging the Company’s securities as collateral for a loan or holding Company securities in a margin account, except in very limited circumstances and with prior approval pursuant to the policy.

In April 2022, our Board of Directors adopted an incentive compensation recoupment policy, which was further amended in November 2023 to comply with Section 10D and Rule 10D-1 of the Exchange Act and NYSE listing standards. The policy enables the Board of Directors to recover performance-based cash and equity incentive compensation paid to certain current or former executive officers in the event of a restatement of our financial results in certain circumstances. Specifically, the policy provides that if we are required to restate our financial statements due to material non-compliance by the Company with any financial reporting requirement under the federal securities laws (other than a restatement due to changes in accounting rules or standards or changes in applicable law) and a lower incentive-based compensation award would have been made to one of more executive officers based on the restated financial results, then the Board of Directors is entitled to recover the overpayment. The policy permits clawback from any executive officer who received an overpayment, irrespective of whether the executive contributed to the fraud or intentional misconduct.

Our Bylaws, as amended in August 2023, permit a stockholder, or a group of up to 20 stockholders, to nominate and include director candidates constituting up to the lesser of two or 20% of the number of directors up for election at any annual meeting of stockholders, provided that (i) such stockholder or stockholder group, as applicable, owns 3% or more of our outstanding common stock continuously for at least three years, and (ii) such stockholder or stockholder group, as applicable, and the nominee(s) satisfy certain procedural, eligibility and disclosure requirements set forth in the Bylaws.

Our Board of Directors has established two standing committees: an Audit Committee and a Corporate Governance and Compensation Committee. The principal functions of each committee are described below. We intend to comply with the listing requirements and other rules and regulations of the NYSE, as amended or modified from time to time, and each of these committees is comprised exclusively of independent directors. Additionally, our Board of Directors may from time to time establish certain other committees to facilitate the management of our company.

Our Audit Committee is comprised of Patrick R. Donahoe, Anton Feingold and Barry Lefkowitz, with Barry Lefkowitz serving as chair. We believe that Barry Lefkowitz qualifies as an “audit committee financial expert” as that term is defined by the applicable SEC regulations and NYSE corporate governance listing standards. Our Board of Directors has determined that each of the Audit Committee members is independent in compliance with applicable SEC and NYSE rules and “financially literate” as that term is defined by the NYSE corporate governance listing standards. Our Audit Committee charter, which is available on our corporate website at http://www.postalrealtytrust.com, details the principal functions of the Audit Committee, including oversight related to:

The Audit Committee is also responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The Audit Committee also prepares the Audit Committee report required by SEC regulations to be included in our annual proxy statement.

Our Corporate Governance and Compensation Committee is comprised of Anton Feingold, Barry Lefkowitz and Jane Gural-Senders, with Anton Feingold serving as chair. Our Corporate Governance and Compensation Committee is composed only of directors who are independent in compliance with NYSE rules. In fulfilling its responsibilities, the Corporate Governance and Compensation Committee is permitted to form and delegate authority to subcommittees when appropriate. Our Corporate Governance and Compensation Committee charter, which is available on our corporate website at http://www.postalrealtytrust.com, details the principal functions of the Corporate Governance and Compensation Committee, including:

In identifying and recommending nominees for directors, the Corporate Governance and Compensation Committee may consider, among other factors: whether the individual meets the requirements for independence; the individual’s general understanding of the various disciplines relevant to the success of a publicly-traded company in today’s business environment; the individual’s understanding of the Company’s business and markets; and the individual’s professional expertise and educational background. Nominees recommended by stockholders will be evaluated in the same manner as those recommended by our Corporate Governance and Compensation Committee.

Under the board diversity policy adopted by our Board of Directors in April 2022, the Corporate Governance and Compensation Committee will take into account a director candidate’s industry experience, skills, knowledge, business relationships, opinions on issues important to the Company’s performance, growth and sustainability, and similar qualifications. In addition, the Corporate Governance and Compensation Committee will seek to assess and take into account each candidate’s personal characteristics, which may include factors relevant to the Corporate Governance and Compensation Committee and the Board of Directors. The Corporate Governance and Compensation Committee may also review and assess the overall composition of candidates identified to fill open director positions and will periodically review the composition of the then current Board of Directors. A copy of the Company’s board diversity policy is available on our corporate website at http://www.postalrealtytrust.com.

Our nominees for directors reflect diverse perspectives, including a complementary mix of qualifications, skills, experience and backgrounds that we believe are important to our ability to represent the interests of all our stakeholders, as summarized in the table below. A mark indicates a specific area of focus or expertise on which the Board of Directors particularly relies. Not having a mark does not mean the director does not possess that qualification or skill. Our director nominees’ biographies describe each director’s background and relevant experience in more detail.

Our Board of Directors adopted the stock ownership policy described below for independent directors and NEOs of the Company in April 2022 (the “Ownership Policy Adoption Date”) to more closely align the interests of management and directors with the interests of stockholders.

Our stock ownership policy provides that each NEO and director subject to the policy must meet the requirement within five years of the Ownership Policy Adoption Date if a director or an officer is subject to the policy at adoption,

 

and within five years of becoming subject to the policy otherwise. If an officer or director has not attained the required goal after the specified period, the individual shall not be required to purchase shares of our Class A common stock in the open market, but instead is required to retain 100% of the net after tax (and any applicable exercise costs) amount of any equity held, and subsequently awarded, until such goal is met. Shares of our Class A common stock held outright and shares held through our 401(k) plans are counted for purposes of meeting the policy as well as any shares held indirectly if the individual has an economic interest in the shares. In addition, OP units and long term-incentive units of our Operating Partnership (“LTIP units”) owned directly will be counted for purposes of our stock ownership policy. Stock options and performance-based equity awards are not counted in the ownership calculation. None of our executive officers or directors held or exercised any stock options.

We recognize the importance of ESG issues and incorporate ESG considerations into our business practices and decision-making processes. We have established a multi-disciplinary ESG committee, including several senior executives, steering our ESG program, which is overseen by our Corporate Governance and Compensation Committee. We believe the growth and sustainability of our business depends on a broad array of factors, including a continuing focus on investments in our people, ethics and integrity, and corporate responsibility.

We maintain a disclosure committee consisting of members of our executive management and senior staff. The purpose of the disclosure committee is to oversee our disclosure controls and assist our Chief Executive Officer and Chief Financial Officer in making the required certifications in SEC reports. The disclosure committee was established to bring together on a regular basis our senior executives and representatives from our core business involved in the preparation of our financial statements to discuss any issues or matters of which the committee members are aware that should be considered for disclosure in our public SEC filings and review our draft periodic SEC reports prior to filing. The disclosure committee reports to our Chief Executive Officer and Chief Financial Officer and, as appropriate, to the Audit Committee. The disclosure committee has adopted a written charter to memorialize its purpose and procedures and meets quarterly and otherwise as needed.

As of December 31, 2024, we employed 45 full-time employees. Our employees are primarily located at our corporate office in Cedarhurst, New York. As of December 31, 2024, 27% of our employees, 21% of our NEOs and key employees (defined as all employees with a title of vice president and higher) and 20% of the members of our Board of Directors were female and 29% of our employees identified as a member of an ethnic and/or racial minority group. As of December 31, 2024, 13 of our full-time employees were between the ages of 18 and 29 years old; 14 of our full-time employees were between the ages of 30 and 39 years old; 13 of our full-time employees were between the ages of 40 and 49 years old; four of our full-time employees were between the ages of 50 and 59 years old; and one employee was over 70 years old.

Our human capital goals are focused on identifying, recruiting, retaining, developing, incentivizing and integrating our existing and prospective employees. We endeavor to maintain workplaces that are free from discrimination or harassment on the basis of color, race, sex, national origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression or any other status protected by applicable law. The basis for any recruitment, hiring, development, training, compensation and advancement at the Company are qualifications, performance, skills and experience. We believe our employees are fairly compensated, and compensation and promotion decisions are made without regard to gender, race and ethnicity. Employees are routinely recognized for outstanding performance.

We maintain both cash- and equity-based compensation programs designed to attract, retain and motivate our employees. We recognize the importance of the health, safety and environmental well-being of our employees, and are committed to providing and maintaining a healthy work environment. We offer a comprehensive benefits program, including programs that promote mental health awareness, as well as a 401(k) program, flexible spending accounts, income protection through our sick pay and long-term disability policies, paid vacation, paid parental leave and holiday and personal days to balance work and personal life. In addition to our benefits program, we offer a number of work life enhancements at our corporate headquarters, including, but not limited to, healthy snacks and ergonomic workstations. We encourage our employees to take advantage of various internal training opportunities, and those provided by outside service providers to the extent these are business related, and solicit feedback from our employees on the effectiveness of such training programs. All corporate employees, including members of our management team, receive periodic training about our business, the Company’s structure and the important laws and policies that affect the Company. In addition, many of our employees hold professional licenses and we encourage them to attend, and reimburse them for, qualified ongoing continuing professional education. We also provide all of our employees with biannual performance and career development reviews.

Our commitment to the health and safety of our employees and contractors is paramount. We have memorialized our commitment to the health and safety of our employees and contractors in our Code of Business Conduct and

 

Ethics, which is overseen by the Corporate Governance and Compensation Committee. For the year ended December 31, 2024, none of our employees or, to our knowledge, contractors we hired, suffered any fatalities or injuries while physically at work, or working at our properties.

In connection with the preparation and filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024:

The Audit Committee has provided this report. This report shall not be deemed incorporated by reference by any general statement incorporating this proxy statement into any filing under the Securities Act and the Exchange Act, except to the extent the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

The Board of Directors believes that it is in the best interests of the Company that the roles of Chief Executive Officer and Chair of the Board of Directors be separated in order for the individuals to focus on their primary roles. The Company’s Chief Executive Officer is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Chair of the Board of Directors provides guidance to the Company’s Chief Executive Officer, presides over meetings of the full Board of Directors and sets the agenda for Board of Directors meetings.

 

Our Board of Directors has adopted a code of business conduct and ethics that applies to our officers, directors and employees. Among other matters, our code of business conduct and ethics is designed to deter wrongdoing and to promote:

Our code of business conduct and ethics also prohibits corruption in all its forms. Our officers, directors and employees are prohibited from offering or accepting gifts or entertainment where doing so would gain an unfair advantage or violate any laws or regulations, including under the U.S. Foreign Corrupt Practices Act, which prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business, and similar federal, state and local rules, as well as those of foreign governments. We provide regular training on our code of business conduct and ethics to our employees. Any waiver of the code of business conduct and ethics for our executive officers or directors must be approved by a majority of our independent directors, and any such waiver shall be promptly disclosed as required by law or NYSE regulations. Our code of business conduct and ethics is publicly available on our website at http://www.postalrealtytrust.com and in print to any stockholder who requests a copy.

Our Board of Directors adopted corporate governance guidelines that serve as a flexible framework within which our Board of Directors and its committees operate. These guidelines cover a number of areas including the size and composition of our Board of Directors, Board of Directors membership criteria and director qualifications, director responsibilities, Board of Directors agenda, roles of the Chair of the Board of Directors and Chief Executive Officer, meetings of independent directors, committee responsibilities and assignments, Board of Directors member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. Our Corporate Governance and Compensation Committee reviews our corporate governance guidelines at least once a year and, if necessary, recommend changes to our Board of Directors. Additionally, our Board of Directors adopted independence standards as part of our corporate governance guidelines. A copy of our corporate governance guidelines is posted on our website at http://www.postalrealtytrust.com.

Our Board of Directors has adopted a whistleblower policy, which establishes procedures for (i) the reporting and treatment of complaints regarding irregularities and suspected wrongdoings with respect to accounting, internal accounting controls or auditing matters and violations of or misconduct with respect to applicable laws and regulations involving the Company, and (ii) the confidential, anonymous submission of such complaints by employees of the Company. In order to facilitate the submission of such complaints, we have implemented a secure whistleblower hotline and email address. The whistleblower hotline and email address are available for the anonymous submission of complaints. Since implementation of the whistleblower policy, we have not received any material complaints or submissions through our whistleblower reporting process.

Our senior management team engages with our primary stakeholders throughout the year in a variety of forums. Our primary stakeholders include our stockholders, our tenants, our lenders, our employees and other owners of

 

postal properties. Our engagements are tailored to each group, as applicable, and generally include conferences or one-on-one communication and discussions relating to performance, business initiatives and contractual considerations and further development of our ongoing partnerships. In 2024, we held over 50 meetings with stockholders (representing ownership of over 50% of shares of our Class A common stock as of December 31, 2024) and analysts covering a wide variety of topics, including business strategy, drivers of growth and corporate governance. We also hold regular meetings with our tenants, including site visits from time to time, to monitor and discuss our performance, tenant satisfaction and property maintenance. For our employees, we hold one-on-one engagements, Q&A sessions with executive team members and mid-year and year-end review meetings to monitor and discuss employee satisfaction and performance, compensation and benefits and career development and training. Our open door policy also encourages employees to offer opinions or raise concerns informally. We believe that engaging in stakeholder outreach is an essential element of strong corporate governance and we strive for a collaborative approach on issues of importance to our stakeholders. In developing our approach to stakeholder engagement, our principal goal is to develop strong relationships with our significant stakeholders that will allow us to understand those issues that are most meaningful to them, thereby giving us insight into stakeholder support of any initiatives and strategies that we may propose to implement in furtherance of our long-term growth, governance and corporate initiatives. During 2024, except for membership dues of approximately $33,000 for the National Association of Real Estate Investment Trusts (“Nareit”), the Company did not expend corporate resources for political advocacy purposes nor did we make any political contributions in connection with any elections.

Stockholders and other interested parties who wish to communicate with the Board of Directors or any of its committees may do so by writing to the Chair of the Board, Board of Directors of Postal Realty Trust, Inc., c/o Secretary, 75 Columbia Avenue, Cedarhurst, New York 11516. The Secretary will review all communications received. All communications that relate to matters that are within the scope of the responsibilities of the Board of Directors and its committees are to be forwarded to the Chair of the Board. Communications that relate to matters that are within the scope of responsibility of one of the Board committees are also to be forwarded to the chair of the appropriate committee. Solicitations, junk mail and obviously frivolous or inappropriate communications are not to be forwarded, but will be made available to any director who wishes to review them.

The following table sets forth, as of March 17, 2025, certain information regarding the beneficial ownership of shares of our Class A common stock and Voting Equivalency stock and shares of Class A common stock issuable upon redemption of OP Units for (1) each person who is the beneficial owner of 5% or more of our outstanding Class A common stock, (2) each of our directors and NEOs as defined in “Executive Officer and Director Compensation” below, and (3) all of our directors and executive officers as a group. Each person named in the table has sole voting, investment and dispositive power with respect to all of the shares of our Common Stock shown as beneficially owned by such person, except as otherwise set forth in the footnotes to the table. The extent to which a person holds shares of Common Stock as opposed to OP Units is set forth in the footnotes below.

The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (1) the exercise of any option, warrant or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or similar arrangement or (4) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our Class A common stock subject to options or other rights held by that person that are exercisable or will become exercisable within 60 days are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

Unless otherwise indicated, the address of each named person is c/o Postal Realty Trust, Inc., 75 Columbia Avenue, Cedarhurst, NY 11516. As of the date hereof, no shares or units beneficially owned by any executive officer or director have been pledged as security for a loan.

Set forth below is information concerning our executive officers, as of the date hereof. Unless otherwise indicated, the business address of all of our directors and executive officers is 75 Columbia Avenue, Cedarhurst, NY 11516.

Information is set forth below regarding the background of our executive officers who are not also directors. Please see “Proposal No. 1. Election of Directors” for the background information on Andrew Spodek who is also a director.

Jeremy Garber is our President, Treasurer & Secretary and leads all operational and strategic activities of our company. Prior to joining our company, Mr. Garber served as a consultant to The Postal Group LLC, an entity wholly owned by Mr. Spodek and Mr. Spodek’s mother, beginning January 2017. Prior to 2017, Mr. Garber served as a consultant to private real estate investment companies and family offices. From June 2014 to December 2015, he was the Chief Operating Officer of Burford Capital (LON: BUR), a London Stock Exchange-listed global finance firm focused on litigation finance and specialty finance for the legal industry. From 2004 to 2014, Mr. Garber was the chief operating officer for various hedge funds, including Longacre Fund Management and Trilogy Capital Management. From 1999-2004, Mr. Garber worked at Lehman Brothers in the Equity Capital Markets and Prime Brokerage divisions. He began his professional career at ACAP, Inc., where he was the Chief Operating Officer, Chief Financial Officer and General Counsel. Mr. Garber earned his J.D. from the Benjamin N. Cardozo School of Law and a Bachelor’s Degree in Economics from Yeshiva University.

Robert Klein is our Chief Financial Officer and leads all capital market and corporate finance activities for the Company. Prior to joining the Company, Mr. Klein previously served as a Managing Partner and head of capital markets at Monday Properties Services, LLC (“Monday Properties”) since June 2016, where he led the strategic growth of the firm. From 1997 to the time he joined Monday Properties, Mr. Klein served in various roles, including most recently as a Managing Director in the Real Estate Advisory Group at Evercore Group L.L.C. (“Evercore”) and advised public and private companies and special committees on mergers and acquisitions, joint ventures, strategic partnerships, portfolio acquisitions and sales, restructuring transactions, IPOs and strategic alternatives. Prior to joining Evercore, Mr. Klein held positions with MJC Associates LLC, Reckson Associates, Goldman, Sachs & Co and Bankers Trust. Mr. Klein is on the Chief Financial Officer Council of Nareit and serves on the Executive Committee of the University of Florida’s Bergstrom Center Advisory Board. He graduated from the University of Florida Honors Program in 1997, with a Bachelor of Science in Business Administration and received his M.B.A. from Columbia Business School in 2004.

The following table sets forth certain information regarding our Chief Accounting Officer, who we consider a key employee:

Matt Brandwein is our Executive Vice President and Chief Accounting Officer, responsible for our accounting, tax and financial reporting activities. Prior to joining the Company, Mr. Brandwein served as a consultant to The Postal Group, LLC, an entity wholly-owned by Mr. Spodek and Mr. Spodek’s mother, since January 2019. Prior to 2019 and beginning in 2012, Mr. Brandwein was chief accounting officer of NorthStar Asset Management Group,

 

Inc. (NYSE: NSAM), a NYSE listed global asset management firm focused on managing real estate and other investment platforms until its merger with Colony Capital, Inc. (NYSE: CLNY), a publicly-traded diversified equity REIT. From 1999 to 2011, Mr. Brandwein worked at Ernst & Young, a public accounting firm, where he most recently served as a Senior Manager. In this role, Mr. Brandwein audited financial statements for a diverse group of entities, including publicly traded real estate investment trusts, commercial real estate owners, development companies, homebuilders and opportunity and private equity funds. Mr. Brandwein is a certified public accountant. He received his Bachelor of Science in Accounting from Yeshiva University.

Our Board of Directors adopted a written policy in 2022 regarding the review and approval of any related party transactions. Our Corporate Governance and Compensation Committee is responsible for the oversight and review of potential conflicts of interest in connection with “related person transactions” between us and any related person pursuant to the policy. A special committee of independent directors may also be created by the Board of Directors to review and approve specific “related person transactions” under the policy. Under SEC rules, a “related person” is an officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities since the beginning of the last year or an immediate family member of any of the foregoing. The policy covers any related person transaction that meets the minimum threshold for disclosure in the Proxy Statement under the relevant rules of the SEC (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest). In the course of its review of a related party transaction, the Corporate Governance and Compensation Committee or any applicable special committee will take into account the material facts of such transaction, including:

The Corporate Governance and Compensation Committee or any applicable special committee conducts a prior review of all relevant information available to it regarding a related party transaction and either approves or disapproves entry into such related party transaction. Any member of the Corporate Governance and Compensation Committee who is a related party or the immediate family of a related party with respect to a transaction under review will not be permitted to vote on the approval or ratification of the transaction.

We issued 27,206 shares of our Voting Equivalency stock to an entity controlled by Mr. Spodek as part of our formation transactions. Each outstanding share of Voting Equivalency stock entitles its holder to 50 votes on all matters on which Class A common stockholders are entitled to vote, including the election of directors, and holders of shares of Class A common stock and Voting Equivalency stock vote together as a single class and receive the same dividends per share. Shares of Voting Equivalency stock are convertible into shares of Class A common stock, (i) on a one-for-one basis, at the election of the holder at any time and (ii) will automatically convert into shares of Class A common stock on a one-for-one basis upon an attempted transfer to anyone other than a permitted transferee in accordance with the terms of our charter. Additionally, one share of Voting Equivalency stock will automatically convert into one share of Class A common stock for each 49 of the 250,000 OP Units issued to Mr. Spodek and his affiliates as part of our formation transactions (including by the exercise of redemption rights afforded with respect

 

to OP Units) to a person other than a permitted transferee. Our Voting Equivalency stock is designed to provide Mr. Spodek and his affiliates voting rights proportional to their economic interest in our company as if they had exchanged all of their OP Units for shares of Class A common stock. Pursuant to his ownership of Class A common stock and Voting Equivalency stock, Mr. Spodek and his affiliates currently hold approximately 9.2% of the combined voting power of our outstanding Common Stock as of March 17, 2025.

Affiliates of Mr. Spodek continue to own interests in certain postal properties that were not acquired by us in the formation transactions. These interests include interests in the 360 postal properties for which we provide third party asset management services. On May 30, 2024, the Company acquired from the entities associated with Mr. Spodek a portfolio of 36 properties currently leased to the USPS for approximately $12.5 million in cash, excluding closing costs. The transaction was approved by a special committee of the Company’s Board of Directors consisting of four independent directors. The Company has a remaining right of first offer to purchase 214 of the 360 remaining managed properties. As a result of these ownership interests and the asset management agreements, Mr. Spodek has conflicts of interests with respect to these agreements. In addition, we have entered into an administrative services agreement with an affiliate of Mr. Spodek.

Mr. Spodek and his affiliates who received OP Units in the formation transactions are limited partners in our Operating Partnership. As of March 17, 2025, Mr. Spodek and his affiliates owned 34.6% of the outstanding OP Units, including LTIP units, that are not owned by us.

Pursuant to the amended and restated partnership agreement of our Operating Partnership, limited partners of our Operating Partnership and some assignees of limited partners have the right, beginning 12 months after the completion of the formation transactions, to require our Operating Partnership to redeem part or all of their OP Units for cash equal to the then-current market value of an equal number of shares of our Class A common stock (determined in accordance with and subject to adjustment under the partnership agreement) or, at our election, for shares of our Class A common stock on a one-for-one basis, subject to certain adjustments and the restrictions on ownership and transfer of our stock set forth in our charter.

Pursuant to the terms of the amended and restated partnership agreement of our Operating Partnership and the terms of the merger agreement entered into as part of our formation transactions, we agreed to use commercially reasonable efforts to file, following the date on which we become eligible to file a registration statement on Form S-3 under the Securities Act, a registration statement registering the issuance and resale of the Class A common stock issuable upon redemption of the OP Units and the resale of the Class A common stock issued in the formation transactions and issuable upon conversion of shares of Voting Equivalency stock issued to Mr. Spodek and certain of his affiliates in the formation transactions. We agreed to pay all of the expenses relating to such registration statements.

We entered into tax protection agreements that provide benefits to Mr. Spodek and his affiliates. Pursuant to the tax protection agreements, it is anticipated that the total amount of taxable built in gain on the protected contributed properties and other assets will be approximately $24.4 million. Such indemnification obligations could result in aggregate payments by us to Mr. Spodek and his affiliates of up to $17.7 million.

On May 17, 2019, we entered into a lease for office space in Cedarhurst, New York with an entity affiliated with Mr. Spodek (the “Lease”). Pursuant to the Lease, the monthly rent was $15,000 subject to escalations. The term of the Lease was five years commencing on May 17, 2019 and expired on May 16, 2024. In May 2024, the Lease was extended to December 31, 2024 at the same rental rate. Rental expenses associated with the Lease for the years ended December 31, 2024 and 2023 were $0.2 million and $0.2 million, respectively.

 

In December 2024, the Company entered into a new lease with an entity affiliated with Mr. Spodek (the “2025 Office Lease”). Pursuant to the 2025 Office Lease, the monthly rent is $18,750 subject to escalations. The term of the 2025 Office Lease is five years commencing on January 1, 2025 and will expire on December 31, 2029.

Our charter provides that we will indemnify our directors and officers, and we have entered into an indemnification agreement with each of our executive officers and directors, providing for procedures for indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from their service to us or, at our request, service to other entities, as officers or directors, or in certain other capacities, to the maximum extent permitted by Maryland law.

Our named executive officers (“NEOs”) for the year ended December 31, 2024 were:

We have retained Ferguson Partners Consulting (“Ferguson”), a compensation consulting firm that specializes in the REIT industry, to provide guidance regarding the design of our executive compensation program, non-employee director compensation program and additional compensation and related corporate governance practices. See “— Compensation Review Process” below for more details regarding the role of Ferguson.

The following is a non-exhaustive list of items that our Corporate Governance and Compensation Committee considers in formulating our compensation philosophy and applying that philosophy to the implementation of our overall compensation program for NEOs and other employees:

PROGRAM ENHANCEMENTS AND HIGHLIGHTS

Since our IPO, we have made a number of positive changes related to our executive compensation program:

We have employment agreements with each of Messrs. Spodek, Garber and Klein. See “— Employment Agreements of Our Named Executive Officers.”

 

We are a “smaller reporting company” under the federal securities laws and, as such, we have elected to comply with certain reduced disclosure requirements, including in the area of executive compensation.

We believe that the compensation of our executive officers and directors should align their interests with those of the stockholders in a way that encourages prudent decision-making, links compensation to our overall performance, provides a competitive level of total compensation necessary to attract and retain talented and experienced officers and motivates the officers and directors to contribute to our success. In furtherance of our philosophy behind, and objectives with, executive compensation:

The Corporate Governance and Compensation Committee has the primary responsibility for determining our compensation philosophy and approving the compensation of our NEOs. In making these decisions, the committee considers recommendations from our Chief Executive Officer with respect to the performance and contributions of each of the other two NEOs but the committee ultimately acts in its sole and absolute discretion. The full Board of Directors also aids the committee by providing annual evaluations regarding the performance of our Chief Executive Officer. In addition, certain members of our senior management team provide support to the committee by preparing and disseminating relevant financial and non-financial information and relevant data concerning our peers as a supplement to the comparative market data prepared by Ferguson, the independent compensation consultant for the committee, as well as making recommendations with respect to performance metrics and related goals. Also, at the committee’s request, members of our legal department attend meetings to act as secretary and record the minutes of the meetings, provide updates on legal developments and make presentations regarding certain organizational matters. The committee regularly meets separately in executive session, outside the presence of management, generally at regularly scheduled meetings and at other times as necessary or desirable.

The committee may from time to time, in its sole discretion, retain or seek advice from compensation consultants, independent counsel and other advisors, and is directly responsible for determining the compensation of, and overseeing, such advisors. As noted above, the committee has engaged Ferguson to assist with the review of our compensation practices and plans. The committee determined that the engagement of Ferguson does not raise any conflicts of interest in accordance with the applicable SEC rules.

The scope of Ferguson’s engagement for 2024 was to advise the committee on matters related to the compensation of our NEOs, including the enhancement of our compensation practices. In 2024, Ferguson supported the committee by (i) attending committee meetings, (ii) providing advice on the continuing enhancement of our compensation practices, (iii) preparing and presenting analyses on compensation levels, including competitive assessments of the Company’s practices and policies, and (iv) assisting the Company in preparing compensation-related materials and disclosure as requested by the Company.

The Corporate Governance and Compensation Committee utilizes benchmarking as a part of its executive compensation considerations. The benchmarking data assists the committee in comparing overall compensation practices against a broad mix of companies to ensure that our compensation practices are reasonable in light of both

 

our size and industry trends and best practices. In particular, the committee views the compensation practices of our peer companies as a useful reference point when structuring each component of compensation and total compensation for our NEOs. While references are made to the median of our peer group, the committee does not target the median, average or any specific percentile of the peer group.

It is important to acknowledge that the company is unique as being the first-of-its-kind and only publicly REIT focused on properties leased to the USPS, and as a result, we do not have any direct peers. With the assistance of Ferguson, for 2024, the committee established a peer group of the 13 companies listed below, all of which are publicly-traded equity REITs, with a median market capitalization as of December 31, 2023 of approximately $445 million:

Base salary is described below in the Summary Compensation Table. Mr. Spodek has agreed to take 100% of his base salary since the completion of our IPO, while Mr. Garber agreed to take $157,500 of his base salary in 2023 in the form of LTIP units under the Alignment of Interest Program described below. In addition, all shares of restricted stock and/or LTIP Units issued in lieu of cash compensation and any shares of restricted stock and/or LTIP Units issued under the Alignment of Interest Program are subject to a vesting schedule whereby no shares vest until the third, fifth or eighth anniversary of the date of grant (depending on the officer’s election), at which time 100% of the shares of restricted stock or LTIP Units will vest, subject to continued employment. To the extent that any NEO has elected to take their 2024 base salary under the Alignment of Interest Program, such NEO has elected the eight-year vesting schedule under the Alignment of Interest Program.

In 2023, each of our NEOs agreed to take 100% of his annual bonus and long-term incentive compensation in the form of restricted equity under our 2019 Equity Incentive Plan (the “2019 Plan”). In 2024, Mr. Klein agreed to take 100% of long-term incentive compensation in the form of restricted equity under our 2019 Plan, while each of Mr. Spodek and Mr. Garber agreed to take 100% of their annual bonus and long-term incentive compensation in the form of restricted equity under our 2019 Plan. In addition, all shares of restricted stock and/or LTIP Units issued in lieu of cash compensation and any shares of restricted stock and/or LTIP Units issued under the Alignment of Interest Program are subject to a vesting schedule whereby no shares vest until the third, fifth or eighth anniversary of the

 

date of grant, at which time 100% of the shares of restricted stock or LTIP Units will vest, subject to continued employment. To the extent that any NEO has elected to take their 2024 annual bonus compensation under the Alignment of Interest Program such NEO has elected the eight-year vesting schedule under the Alignment of Interest Program.

With respect to the annual bonus compensation of each NEO, the Corporate Governance and Compensation Committee evaluates both the Company and individual performance. Key considerations driving the committee’s conclusions (the “Performance Objectives”) included, among other factors, acquisition volume and other operational targets, financial and balance sheet metrics and capital markets targets. In addition to a base salary and annual bonus, our NEOs are annually granted long-term incentive compensation awards. For a description of our long-term incentive compensation practices, see “— Long-Term Incentive Compensation” below.

In February 2024, the Corporate Governance and Compensation Committee approved the following Performance Objectives for 2024 and their relative weightings, which are summarized below. Each Performance Objective is measured between 0% and 160% of the target weighting, with 100% established as target performance. The committee evaluated the Company’s actual performance against the Performance Objectives for 2024 and made a determination with respect to the annual bonus compensation of each NEO.

The weighting of each Performance Objective used to determine the 2024 annual bonus compensation of each NEO, along with the actual Performance Objective threshold achieved by the Company, is as follows:

The Company calculates FFO in accordance with the current Nareit definition. Nareit currently defines FFO as follows: net income (loss) (computed in accordance with GAAP) excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by an entity. The Company calculates AFFO by starting with FFO and adjusting for recurring capital expenditures and acquisition-related and other non-recurring expenses that are not capitalized and then adding back non-cash items including: write-off and amortization of deferred financing fees, straight-line rent and other adjustments (including lump sum catch up payments for increased rents), fair value lease adjustments, income or expenses on insurance recoveries from casualties, casualty losses, non-real estate depreciation and amortization and non-cash components of compensation expense. AFFO is a non-GAAP financial measure and should not be viewed as an alternative to net income calculated in accordance with

 

GAAP as a measurement of the Company’s operating performance. The Company believes that AFFO is widely used by other REITs and is helpful to investors as a meaningful additional measure of the Company’s ability to make capital investments. Other REITs may not define AFFO in the same manner as the Company does and therefore the Company’s calculation of AFFO may not be comparable to such other REITs.

Our Alignment of Interest Program is designed to provide our employees, directors and other individuals providing services to us or our affiliates, provided that they are eligible to participate in our equity incentive plan, with an incentive to remain with our company and to incentivize long-term growth and profitability. Pursuant to the Alignment of Interest Program, eligible participants may elect to receive LTIP units or restricted shares of Class A common stock, or a mix of both, in lieu of up to 100% of any compensation otherwise payable in cash. Participants must elect an applicable restriction period and will be entitled to receive an additional award of LTIP units or restricted shares of Class A common stock pursuant to the Alignment of Interest Program. The amount of such additional LTIP units or restricted shares of Class A common stock will be calculated based upon a multiple determined by the restricted period elected by the participant. The Corporate Governance and Compensation Committee or its authorized delegates will determine the specific terms of each award under the Alignment of Interest Program, which do not need to be uniform among all participants, including the restriction periods, the restriction multiples, the vesting terms and the periods for which participants may elect to participate. The Corporate Governance and Compensation Committee and its permitted delegates have the power of administration and interpretation of the Alignment of Interest Program.

Generally, the LTIP units or restricted shares of Class A common stock acquired under the Alignment of Interest Program would vest at the conclusion of the restricted period elected by the participant. In the event of the participant’s termination of employment, the disposition of any LTIP units or restricted shares of Class A common stock acquired under the Alignment of Interest Program would be determined in accordance with the participant’s written employment agreement, if applicable, or the specific terms of the award under the Alignment of Interest Program as determined by the Corporate Governance and Compensation Committee or its authorized delegates. The vesting of all of a portion of the LTIP units or restricted shares of Class A common stock would generally be accelerated, however, upon certain events, such as an involuntary termination of the employee’s employment, the employee’s death or disability, or if we experience a change in control. Notwithstanding the foregoing, if a participant’s employment is terminated for cause, then any unvested LTIP units or restricted shares of Class A common stock acquired under the Alignment of Interest Program will be forfeited.

For elections made by our NEOs with respect to compensation earned in 2023 and 2024, to the extent any NEO elected to participate in our Alignment of Interest Program, such NEO elected to receive LTIP units. The number of LTIP units received by an NEO was determined as of the determination date selected by our Corporate Governance and Compensation Committee by dividing the total of an NEO’s elected reduced salary or other cash compensation by the volume weighted average price of our Class A common stock for the 10 trading days immediately preceding the determination date. Additionally, to the extent an executive officer elected to receive LTIP units in lieu of cash compensation, the NEO received an additional award of LTIP units pursuant to the Alignment of Interest Program, subject to a three-, five- or eight-year cliff vesting schedule, at the NEO’s election. The number of additional LTIP units granted was equal to (i) the number of LTIP units awarded in lieu of compensation otherwise payable in cash, multiplied by (ii) a restriction multiple determined by the restriction period the NEO elected, according to the following table:

Under the Alignment of Interest Program, the restriction period subjects all LTIP units or restricted shares of Class A common stock obtained in lieu of cash compensation, as applicable, and additional LTIP units or restricted

 

shares of Class A common stock, as applicable, awarded based on the restriction multiple to the risk of forfeiture in the event the NEO voluntarily terminates employment or terminates employment for cause, as those terms are described in the NEO’s employment agreement. Accordingly, if an NEO voluntarily leaves or is terminated for cause, that NEO would forfeit all LTIP units or restricted shares of Class A common stock that had not yet vested. By way of example, if an NEO elected to receive LTIP units or restricted shares of Class A common stock in lieu of cash compensation that is equivalent in value to 1,000 LTIP units or restricted shares of Class A common stock, as applicable, and the NEO elected an eight-year restriction period, the NEO would receive the 1,000 LTIP units or restricted shares of Class A common stock, as applicable, in lieu of the NEO’s cash compensation plus an additional award of 1,000 LTIP units or restricted shares of Class A common stock for electing an eight-year restriction period, resulting in a total receipt of 2,000 LTIP units or restricted shares of Class A common stock, as applicable, all of which would vest on the eighth anniversary of the date of grant, if the NEO is still employed by our company on the vesting date, but will not vest if he has been terminated for cause. In the event that an NEO’s employment is terminated by us without cause or by reason of the NEO’s death or disability prior to the vesting date, all or a portion of unvested LTIP units and/or restricted shares of Class A common stock may immediately vest at the time of such termination. The NEOs have the right to receive dividends or other distributions on unvested LTIP units and restricted shares of Class A common stock granted under the Alignment of Interest Program prior to vesting.

 

As an example, the following charts illustrate the alignment between the compensation to our Chief Executive Officer and our shareholders’ interests. The chart on the left depicts the allocation of face value of compensation if our Chief Executive Officer had elected to receive his base salary and annual bonus in cash (in addition to his long-term incentive compensation in equity), and the chart on the right shows the actual allocation of face value of compensation based on his elections with respect to compensation in 2024.

In 2020, consistent with our desire to provide compensation that is largely “at risk” and to create a direct link between pay and performance, we introduced performance-based restricted stock units (“RSUs”). The introduction of performance-based RSUs to our executive compensation program, in addition to our grants of time-based equity awards, is consistent with and supports our strategic objective of enhancing stockholder value. In order for any RSUs to be earned and vest, the performance must meet or exceed a threshold level of performance of absolute or relative total stockholder return goals during the applicable three-year performance period.

 

During 2024, the long-term incentive compensation to NEOs was comprised of 55% performance-based equity awards (with 40% based on achievement of absolute total stockholder return goals and 15% based on achievement of relative total stockholder return goals) and 45% time-based equity awards. This structure remains in place for 2025.

In developing our long-term incentive framework, it is important to acknowledge that the company is unique as being the first-of-its-kind and only publicly REIT focused on properties leased to the USPS, and as a result, we do not have any direct peers. Therefore, the structure of the long-term incentive program focuses our alignment with our investors and returns generated for them though, based on input from the Compensation Committee’s independent consultant and understanding of market practices, we have opted to also include a relative measurement of TSR for a portion of the award.

In February 2024, the Company granted 23,495, 16,433 and 13,284 performance-based RSUs to Messrs. Spodek, Garber and Klein, respectively, subject to the achievement of the following performance-based hurdles relating to the Company’s absolute and relative total stockholder return goals and continued employment with the Company over the three-year performance period ending December 31, 2026. While the performance period for these awards is still underway and thus the final results are not known, we have shown tracking estimates as of December 31, 2024 below.

The graphic below summarizes the performance periods and outcome, or projected outcome, of the Company’s performance-based RSUs granted from 2021 to 2024. We make no estimate as to our financial and operational

 

performance with respect to the remaining performance periods under such awards and no prediction as to the future performance of our stock for purposes of estimating our absolute and relative total stockholder returns upon the conclusion of the full performance periods.

After consideration of the Company’s performance in 2024 against the 2024 Performance Objectives, the compensation of the NEOs relative to our peers, the Corporate Governance and Compensation Committee approved the grant of performance-based RSUs to the NEOs for 2025, which will be reflected in the 2025 summary compensation table. The threshold, target and maximum performance levels for the performance-based RSUs granted in 2025 are set forth in the following table:

All shares of restricted stock and/or LTIP Units that have been issued to our NEOs in lieu of cash compensation and any associated shares of restricted stock and/or LTIP Units issued under the Alignment of Interest Program are subject to a vesting schedule whereby no shares vest until the eighth anniversary of the date of grant, at which time 100% of the shares of restricted stock and/or LTIP Units will vest, subject to continued employment. By compensating our executives with equity under the Alignment of Interest Program, whereby each executive may elect to receive certain compensation in the form of equity instead of cash, we ensure the alignment of long-term interests between the executives and the stockholders, and consistent with our compensation philosophy, allow equity compensation to comprise an even greater portion of total compensation. In addition to aligning stockholder and executive interests, compensation in the form of equity has significantly greater retention value than cash compensation.

 

The Corporate Governance and Compensation Committee has reviewed the elements of the executive compensation program to determine whether they encourage excessive risk taking, and concluded that any risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company. We believe that the mix and design of the elements of the executive compensation program do not encourage employees to assume excessive risks. Our executive compensation program is largely tied to objectively determinable financial and operating results. As a part of its oversight of our compensation policies and practices, the committee monitors the actions of management to ensure that our executive compensation program is not creating an environment of excessive risk taking which could be detrimental to stockholders.

To supplement the disclosure required by the SEC in the below Summary Compensation Table, the following additional table has been included to show the total compensation realized by each NEO during 2023 and 2024. The Company believes that this table is useful to stockholders as it believes it reflects the compensation actually realized by our NEOs. The Summary Compensation Table, as calculated under the SEC rules, includes several items that are impacted by accounting assumptions and also may include amounts that are not ultimately realized, and therefore that table may not necessarily be reflective of realized compensation in a particular year.

The table below shows compensation realized by each NEO. For purposes of this presentation, realized compensation includes salary and bonus amounts paid in cash, the value realized upon vesting of stock awards and perquisites.

The following table provides information regarding the compensation of our NEOs for the fiscal years indicated.

In 2023, each of our NEOs agreed to take 100% of his annual bonus and long-term incentive compensation in the form of restricted equity under our 2019 Equity Incentive Plan (the “2019 Plan”). In 2024, Mr. Klein agreed to take 100% of long-term incentive compensation in the form of restricted equity under our 2019 Plan, while each of Mr. Spodek and Mr. Garber agreed to take 100% of their annual bonus and long-term incentive compensation in the form of restricted equity under our 2019 Plan. In addition, Mr. Spodek has agreed to take 100% of his base salary since the completion of our IPO, while Mr. Garber agreed to take $157,500 of his base salary in 2023 in the form of LTIP units. In compliance with the terms of the Alignment of Interest Program described above, the election to acquire stock, otherwise payable in cash, caused the NEOs to be eligible to receive additional stock awards based upon a multiple described above.

 

All shares of restricted stock and/or LTIP Units issued in lieu of cash compensation, and any shares of restricted stock and/or LTIP Units issued under the Alignment of Interest Program, are subject to a vesting schedule whereby no shares vest until the eighth anniversary of the date of grant (based our NEOs’ elections for the fiscal years indicated below), at which time 100% of the shares of restricted stock will vest, subject to continued employment. In addition to a base salary and annual bonus, our NEOs are annually granted long-term incentive compensation awards. For a description of our long-term incentive compensation practices, see “— Long-Term Incentive Compensation” above.

The following table provides information regarding outstanding equity awards held by each of the NEOs as of December 31, 2024.