Postal Realty Trust Inc

This non-binding advisory proposal asks stockholders to approve the Company’s executive compensation as disclosed in the proxy materials for 2025. Management is seeking this advisory endorsement to confirm investor support for its pay practices, which emphasize a mix of short-term and long-term incentives and a high proportion of at-risk, performance-based equity (55% of long‑term incentives in 2025). The proposal is advisory and will not change contractual obligations, but the Corporate Governance and Compensation Committee will review results to inform future program design. The Company highlights specific governance features that align pay with shareholder outcomes, including performance-based RSUs tied to absolute and relative total shareholder return, an incentive recoupment (clawback) policy, stock ownership guidelines, and long vesting periods for equity received in lieu of cash under the Alignment of Interest Program. Management also points to prior shareholder support (the 2024 Say-on-Pay received approximately 93% support) and the Company’s status as a smaller reporting company with scaled disclosure requirements. A FOR vote signals investor acceptance of the pay philosophy and reduces the likelihood of changes to compensation design; a negative vote would likely trigger more direct engagement and potential programmatic changes by the Compensation Committee. The Board recommends FOR because it believes the structure appropriately balances retention, alignment and market competitiveness while mitigating incentives for excessive risk-taking. Practically, broker discretionary voting is not permitted on this non-routine matter, so institutional engagement is material to the outcome. Investors should evaluate the advisory nature of the vote, the Company’s disclosures of performance metrics (AFFO, acquisition volume, leverage), and the substantial use of long-term, performance-based equity when forming a voting decision.

This proposal requests stockholder approval to increase the ESPP share reserve by 100,000 shares (from 100,000 to 200,000), a management-sponsored amendment intended to preserve the Company’s ability to offer discounted stock purchases to employees under Section 423. Management seeks approval because the existing reserve is limited (20,566 shares remaining as of the effective date), and the requested increase would support recruiting and retention, with the Board estimating the added shares would allow at least three additional years of ESPP purchases under present usage patterns. The Board frames the increase as modest dilution (approximately 0.4% of Class A shares outstanding as of the effective date) and emphasizes proceeds are used for general corporate purposes. The ESPP’s terms provide for a 85% look-back purchase price and customary eligibility and anti-dilution adjustment provisions; management highlights Section 423 qualification to provide participant tax benefits. The Board also notes market volatility and share usage uncertainty as reasons to replenish the reserve now rather than later. Approving the amendment maintains a competitive employee benefit and helps align employee and shareholder interests through ownership; opposing shareholders should weigh potential dilution and the Company’s current available reserve before voting. The Board recommends FOR to ensure continuity of the program and to support long-term talent retention, while noting that the amendment will only become effective upon stockholder approval.