BRT Apartments Corp DEF 14A, filed Apr 16, 2025

BRT Apartments Corp. (BRT)

DEF 14A 2025-04-16 For: 2025-06-04

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Added on June 12, 2026

About this DEF 14A

BRT Apartments Corp filed this DEF 14A on April 16, 2025.

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			Page
General			1
Questions and Answers About the Meeting and Voting			1
Governance of Our Company			5
General			5
Leadership Structure			5
Risk Oversight			5
Code of Business Conduct and Ethics			5
Insider Trading Policies and Procedures			6
Clawbacks			6
Policy Prohibiting Hedging of our Securities			6
Stock Ownership Guidelines			7
Committees of the Board			7
Director Qualifications			8
Independence of Directors			9
Compensation of Directors			9
Non-Management Director Executive Sessions			11
Communications with Directors			11
Information Regarding Beneficial Ownership of Principal Stockholders, Directors and Management			12
Proposal 1-Election of Directors			14
Highlights of our Compensation Program and Governance Practices			19
What We Do/What We Don’t Do			19
Executive Compensation Program			21
General			21
The Role of Say-on-Pay			22
Objectives of our Executive Compensation Program			22
Compensation Setting Process			22
Components of Executive Compensation			23
Chairman of the Board’s Compensation			26
Analysis			26
Summary Compensation Table			28
Grant of Plan-Based Awards			29
Outstanding Equity Awards at Fiscal Year-End			31
Option Exercises and Stock Vested			32
Potential Payments Upon Termination or Change-in-Control			32
Pay Ratio			33
Pay versus Performance			34
Certain Relationships and Related Transactions			37
Information Regarding Certain of our Affiliates			37
Introduction			37
Related Party Transactions			37
Proposal 2-Independent Registered Public Accounting Firm			39
General			39
Audit and Other Fees			39
Pre-Approval Policy for Audit and Non-Audit Services			39
Report of the Audit Committee			40
Delinquent Section 16(a) Reports			41
Additional Information and Notice of Internet Availability of Proxy Materials			41


Title			Minimum Ownership Requirement
Chief Executive Officer			4 times current base salary
Full-Time NEO			2 times current base salary
Part-Time NEO			2 times allocated base salary
Non-Management Directors			3 times annual base retainer


Name	Audit	Compensation	Nominating
Carol Cicero			✔⁽¹⁾
Alan H. Ginsburg		✔
Louis C. Grassi	Chair⁽²⁾		✔
Gary Hurand	✔		Chair
Jeffrey Rubin		Chair
Jonathan H. Simon		✔
Elie Y. Weiss	✔		✔⁽³⁾
Number of Meetings	4	5	3


		Committee
	Board	Audit	Compensation	Nominating
Annual retainer	$23,000	$5,750	$4,600	$3,450
Presence in-person at meeting	1,450	1,150	1,150	1,150
Presence by telephone at meeting	875	875	875	875
Chairman’s annual retainer	282,225⁽¹⁾	14,500⁽²⁾	14,500⁽²⁾	4,600⁽²⁾
Independent lead director’s annual retainer	10,000	—	—	—


	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Total ($)
Carol Cicero	29,375	76,055	105,430
Alan Ginsburg	35,475	76,055	111,530
Louis C. Grassi	54,100	76,055	130,155
Gary Hurand	43,800	76,055	119,855
Israel Rosenzweig	282,225⁽³⁾	186,366⁽⁴⁾	468,591
Jeffrey Rubin	56,400	76,055	132,455
Jonathan H. Simon	37,775	76,055	113,830
Elie Y. Weiss	39,475	76,055	115,530


			By order of the Board of Directors

			S. Asher Gaffney

			Vice President and Corporate Secretary


Name	Unvested Stock Awards (#)	Market Value of Unvested Stock Awards ($)⁽¹⁾
Carol Cicero	8,200	147,846
Alan H. Ginsburg⁽²⁾	20,500	369,615
Louis C. Grassi⁽²⁾	20,500	369,615
Gary Hurand⁽²⁾	20,500	369,615
Israel Rosenzweig⁽³⁾	56,693	832,860
Jeffrey Rubin⁽²⁾	20,500	369,615
Jonathan H. Simon⁽²⁾	20,500	369,615
Elie Y. Weiss⁽²⁾	20,500	369,615


Name of Beneficial Owner	Number of Shares Beneficially Owned⁽¹⁾	Percent of Class
Carol Cicero	12,450	*
Alan H. Ginsburg	66,679	*
Fredric H. Gould⁽²⁾	460,934	2.5
Jeffrey A. Gould⁽³⁾	4,472,017	23.6
Matthew J. Gould⁽⁴⁾	4,463,912	22.6
Mitchell Gould	120,543	*
Louis C. Grassi	78,342	*
Gary Hurand⁽⁵⁾	172,254	*
David W. Kalish⁽⁶⁾	596,977	3.2
Israel Rosenzweig⁽⁷⁾	777,654	4.1
Jeffrey Rubin⁽⁸⁾	73,410	*
Jonathan H. Simon⁽⁹⁾	66,679	*
Elie Y. Weiss⁽¹⁰⁾	95,493	*
George Zweier	122,940	*
Ryan Baltimore⁽¹¹⁾	71,096	*
Isaac Kalish⁽¹²⁾	454,572	2.4
Gould Investors L.P.⁽¹³⁾	3,857,159	20.4
All directors and executive officers as a group (17 persons)⁽¹⁴⁾	7,868,115	42.0
BlackRock, Inc.⁽¹⁵⁾	1,021,715	5.4
The Vanguard Group⁽¹⁶⁾	1,113,057	5.9


Name	Class	Term to Expire at Annual Meeting in
Matthew J. Gould	II	2028
Louis C. Grassi	II	2028
Israel Rosenzweig	II	2028
Jeffrey Rubin	II	2028


Name and Age			Principal Occupation for the past Five Years and other Directorships or Significant Affiliations
Matthew J. Gould 65 years			Director since 2001 and Senior Vice President since 1993; from 1989 through 1999, President, from 1999 through 2011, Director and Senior Vice President, from 2011 through 2013, Vice Chairman, and since 2013, Chairman of the Board of Directors of One Liberty; from 1996 through 2012, President, and since 2013, Chairman of the Board/Manager of Georgetown. Since 2019, Chief Executive Officer of Rainbow MJ Advisors, which manages real estate loans and investments in the cannabis industry, since 2024, a Director of Evelo Biosciences, Inc., which is engaged in commercial activities in such industry, and since 2022, a Director of MJ Real Estate Investment Trust, a private REIT that acquires interests in, or originates loans secured by, real estate assets operated by state licensed cannabis operators. He brings to the board his more than 40 years of real estate experience as an executive in the real estate industry with expertise in evaluating, managing, financing, acquiring and selling various types of properties.

Louis C. Grassi 69 years			Director since 2003; Since 2023, CEO and Managing Director of Grassi Advisory Group, Inc, a firm engaged in providing consulting services to businesses and individuals; From 1980 through 2023, Managing Partner of Grassi & Co. CPAs, P.C., a national firm providing tax and accounting services; Director of Flushing Financial Corp. since 1998 and serves as chairman of its audit committee. Mr. Grassi has been involved for more than 28 years in accounting and auditing issues and has extensive management and leadership in the private and public company environment. His knowledge of financial and accounting matters and his experience as a director and member of the audit committee of a publicly traded financial institution provides him with the accounting and governance background and the skill needed to serve as the chairman and financial expert of our audit committee and as a member of our nominating committee.

Israel Rosenzweig 77 years			Chairman of the Board since 2013, Director and Vice Chairman of the Board from 2012 through 2013, and Senior Vice President from 1998 through 2012; Vice President of Georgetown since 1997; Senior Vice President of One Liberty since 1989. His experience as a lending officer at a major financial institution, his knowledge and experience in business, finance and accounting matters and his more than 34 years of experience in the real estate industry provides our board with an experienced and knowledgeable chairman.

Jeffrey Rubin 57 years			Director since 2004 and independent lead director since 2023; since 2009, President and CEO of The JR Group, which provides consulting services to the electronic payment processing industry; since 2023, CEO of Excel Payments, a


Name and Age			Principal Occupation for the past Five Years and other Directorships or Significant Affiliations
			provider of credit card processing services to merchants throughout the United States; since 2008, Chief Executive Officer of Summit Processing Group LLC and since 2023, Partner at Finance ERC LLC, both of which provide financial products to businesses; President and Chief Executive Officer of Premier Payments, a provider of credit card processing services for merchants throughout the United States, from 2012 until its sale in 2015; President and director of Newtek Business Services, Inc., a provider of business services and financial products to small and medium sized businesses, from 1999 to 2008. Mr. Rubin’s experiences as the president and director of a public company and in business and financial matters contribute to his ability to serve as the chairman of our compensation committee and as our independent lead director.


Name and Age			Principal Occupation for the past Five Years and other Directorships or Significant Affiliations
Carol Cicero 65 years			Director since January 2022; from 2014 through 2021, Group Vice President and from 2000 through 2013, Area Vice President of RAM Partners, LLC, a full service real estate management firm that provides property management services (including services for several of our multi-family properties); from 2013 through 2014, director of asset management at Arenda Capital Management, a real estate focused private investment firm. Ms. Cicero’s more than 30 years of multi-family property management experience provides our board with an in-depth understanding of the day-to-day challenges in operating multi-family properties.

Alan H. Ginsburg 86 Years			Director since 2006; since 1987, Chief Executive Officer of The CED Companies, a private company which develops, builds and manages multi-family apartment communities. He brings to our board his expertise and in-depth knowledge of the multi-family property industry garnered through more than 35 years as chief executive officer of a multi-family real estate developer/manager.

Fredric H. Gould 90 Years			Director since 1983 and Chairman of our Board from 1984 through 2013; Chairman of the Board of Directors from 1989 to 2013, Vice Chairman of the Board since 2013, Chief Executive Officer from 2005 to 2007, and President from 2005 to 2006 of One Liberty; Chairman of the Board of Georgetown from 1997 to 2012 and director from 2013 through 2021; Director of EastGroup Properties, Inc., from 1998 through 2019. Mr. Gould brings to our board his knowledge of our company and his knowledge and experience in business, finance, real estate, tax, and accounting matters gained from his more than 50 years of experience in the real estate and finance industries, as the chief executive officer of publicly traded real estate companies, as a director of four REITs, and a director and a member of the loan committee of two savings and loan associations.

Jeffrey A. Gould 59 years			Director since 1997, Chief Executive Officer since 2002, President since 1996 and Chief Operating Officer from 1996 to 2001; since 1999, Senior Vice President and director of One Liberty; since 1996, Senior Vice President of, and since 2013, Director/ Manager of Georgetown. He is the son of Fredric H. Gould and brother of Matthew J. Gould. He brings to our board his broad range of real experience, including experience with respect to real estate lending, management, acquisitions and dispositions, and his 22 years and 28 years of service as our Chief Executive Officer and President, respectively.

Gary Hurand 78 Years			Director since 1990; since 1987, President of Management Diversified, Inc., a real property management and development company; Director of Citizens Republic Bancorp Inc. and predecessor from 1990 through 2013. He is the father-in-law of Elie Y. Weiss. Mr. Hurand’s extensive experience in commercial real estate and in business operations, and as a former director and member of the audit committee of a publicly traded financial institution, provides our board with a knowledgeable and experienced chair of its nominating committee and member of the audit committee.

Jonathan H. Simon 59 Years			Director since 2006; since 1994, President and Chief Executive Officer of The Simon Development Group and predecessors, a private company which develops, owns and manages a diverse portfolio of residential, retail and commercial real estate, primarily in New York City. He brings to our board his more than 30 years of experience in the real estate industry.


Name and Age			Principal Occupation for the past Five Years and other Directorships or Significant Affiliations
Elie Y. Weiss 52 years			Director since 2007; engaged in real estate development since 1997; since 2007, Mr. Weiss has served as CEO of Five Forty Real Estate, a family office that manages various investments, and since 2017, he has been a principal at PCP Flow (f/k/a Ponsky Capital Partners), a real estate private equity sponsor at which he is chair of the investment committee; from 1997 to 2007, Executive Vice President of Robert Stark Enterprises, Inc., a company engaged in the development and management of retail, office and multi-family residential properties; President of Real Estate for American Greetings from 2013 to 2017. Mr. Weiss brings to our board his real estate and entrepreneurial business experiences.


				WHAT WE DO
	✔			Use rigorous performance goals. None of the RSUs awarded to our executive officers in 2022, 2023 and 2024, would have vested as of December 31, 2024, demonstrating the rigorous conditions established for our equity incentive awards.

	✔			Emphasize equity awards as a significant portion of the performance/incentive component of compensation. The grant date fair value of long-term equity awards (i.e., the restricted stock awarded in 2025 for 2024 performance) and equity incentive awards (i.e., the RSUs awarded in 2024; the long-term equity awards and equity incentive awards are referred to collectively as the “Equity Awards”) accounted for 30%, 34% and 41% of the performance/incentive-based comportment of compensation awarded to our senior full-time executive officers: Jeffrey A. Gould, our Chief Executive Officer and President, Mitchell Gould, our Executive Vice President, and George Zweier, our Chief Financial Officer, respectively, for 2024.

	✔			Equity awards as a significant component of annual base compensation. In 2024, the grant date fair value of Equity Awards, as a percentage of base annual compensation (i.e., salary, cash bonus and the grant date fair value of the Equity Awards), was 30%, 37% and 42% for Jeffrey A. Gould, Mitchell Gould and George Zweier, respectively.

	✔			Mitigate undue risk in compensation programs. The executive compensation program includes features that reduce the possibility of our executive officers, either individually or as a group, making excessively risky business decisions that could maximize short-term results at the expense of longer-term value.

	✔			Balance of short-term and long-term incentives. Our incentive programs provide an appropriate balance between shorter and longer-term incentives.

	✔			Capped equity award payouts. The number of shares that can be earned under our long-term equity incentive program are capped.

	✔			Independent compensation committee. Our compensation committee is comprised entirely of independent directors and it oversees risks with respect to our compensation practices.

	✔			Clawback policy. We are entitled to recoup compensation or cause the forfeiture of compensation as more fully described under “Governance of Our Company — Clawbacks.”

	✔			Stock ownership guidelines. All of our named executive officers and non-management directors own a meaningful amount of our stock as required by these guidelines — see “Governance of Our Company — Stock Ownership Guidelines.”

	✔			Diversity; Responsiveness to Stockholders’ Corporate Governance Comments. We are responsive to comments and concerns raised by our stockholders. In response to comments raised by stockholders regarding (i) the appointment of an independent lead director, in 2023 we appointed Jeffrey Rubin to serve in such position and (ii) board diversity, in 2022 we appointed Carol Cicero, a highly-qualified woman, to serve as a director.


	WHAT WE DON’T DO
	✘			No employment agreements. None of our officers have employment agreements. Employment of all of our full-time executive officers is “at will.”

	✘			No severance arrangements. There are no severance or similar arrangements for our executive officers, other than accelerated vesting of shares of restricted stock and RSUs upon the occurrence of specified events (i.e, death, disability, retirement or change of control).

	✘			No golden parachute tax gross-ups. There are no excise tax gross ups or similar arrangements for our executive officers.

	✘			No dividends on unearned equity incentive awards. No dividends are paid on the RSUs until the underlying shares are earned.

	✘			No hedging. We prohibit our directors, officers, employees and others from engaging in short sales involving our shares or hedging transactions — see “Governance of Our Company — Policy Prohibiting Hedging of our Securities.”

	✘			No multi-year or guaranteed bonuses or equity grants. We do not pay guaranteed bonuses to anyone and currently have no guaranteed commitments to grant any equity-based awards.

	✘			No costly defined benefit pension or supplemental retirement plans. We do not provide costly retirement benefits to our executive officers that reward longevity rather than contributions to our performance.


	Base Salary			Cash Bonus			Equity Grants
	2024 ($)	2023 ($)	% Change	2024 ($)⁽²⁾	2023 ($)⁽²⁾	% Change	2024 ($)⁽³⁾	2023 ($)⁽⁴⁾	Change
Jeffrey A. Gould⁽¹⁾	978,194	931,109	5.1	325,000	300,000	8.3	555,305	576,106	(3.6)
Mitchell Gould⁽¹⁾	470,818	467,224	0.8	55,100	55,100	—	265,722	315,247	(17.7)
George Zweier⁽¹⁾	385,981	361,294	6.8	40,174	37,900	6.0	302,145	322,667	(6.4)


Name and Principal Position	Year	Salary ($)⁽¹⁾⁽²⁾	Bonus ($)⁽¹⁾⁽³⁾	Stock Awards ($)⁽⁴⁾	All Other Compensation ($)⁽⁵⁾⁽⁶⁾	Total ($)
Jeffrey A. Gould President and CEO	2024	978,194	325,000	555,486	69,347⁽⁷⁾	1,928,027
	2023	931,109	300,000	587,616	64,166	1,882,891
	2022	886,471	300,000	672,629	65,134	1,924,234
George Zweier Vice President and CFO	2024	385,921	40,174	312,358	56,565⁽⁸⁾	795,078
	2023	361,294	37,900	318,684	55,055	772,933
	2022	344,236	37,900	354,823	51,305	788,264
Mitchell Gould Executive Vice President	2024	470,818	55,100	304,938	59,885⁽⁹⁾	890,741
	2023	467,224	55,100	328,274	120,947	971,545
	2022	467,851	55,100	365,448	115,275	1,003,674
David Kalish Senior Vice President, Finance	2024	282,209	—	377,270	272,955⁽¹⁰⁾	932,434
	2023	272,629	—	388,982	261,473	923,084
	2022	249,026	—	441,976	262,227	953,229
Isaac Kalish Senior Vice President	2024	119,492	—	384,338	359,350⁽¹¹⁾	863,180
	2023	122,858	—	375,213	356,360	854,431
	2022	127,947		416,291	326,759	870,997
Ryan Baltimore⁽¹²⁾	2024	278,679	30,000	352,703	762,964	1,424,346


	Estimated Future Payouts under Equity Incentive Plan Awards:(#)
Name	Grant Date	Grant Type	Threshold⁽¹⁾	Target⁽²⁾	Maximum⁽³⁾	All Other Stock Awards: Number of Shares of Stocks or Units (#)	Grant Date Fair Value of Stock Awards ($)⁽⁴⁾
Jeffrey A. Gould	1/11/24	RS	—	—	—	14,068	260,961
	7/16/24	RSU-TSR	2,625	5,250	10,500	—	99,330
	7/16/24	RSU-AFFO	2,625	5,250	10,500	—	195,195
George Zweier	1/11/24	RS	—	—	—	8,900	165,095
	7/16/24	RSU-TSR	1,313	2,625	5,250	—	49,665
	7/16/24	RSU-AFFO	1,313	2,625	5,250	—	97,598
Mitchell Gould	1/11/24	RS	—	—	—	8,500	157,675
	7/16/24	RSU-TSR	1,313	2,625	5,250	—	49,665
	7/16/24	RSU-AFFO	1,313	2,625	5,250	—	97,598
David W. Kalish	1/11/24	RS	—	—	—	8,619	159,882
	7/16/24	RSU-TSR	1,938	3,875	7,750	—	73,315
	7/16/24	RSU-AFFO	1,938	3,875	7,750	—	144,073
Isaac Kalish	1/11/24	RS	—	—	—	9,000	166,950
	7/16/24	RSU-TSR	1,938	3,875	7,750	—	73,315
	7/16/24	RSU-AFFO	1,938	3,875	7,750	—	144,073
Ryan Baltimore⁽⁵⁾	1/11/24	RS	—	—	—	9,000	166,950
	7/16/24	RSU-TSR	1,500	3,000	6,000	—	56,760
	7/16/24	RSU-AFFO	1,500	3,000	6,000	—	111,540


	Stock Awards
Name	Number of Shares or Units of Stock that Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Shares Subject to RSUs That Have Not Vested (#)⁽¹⁾	Equity Incentive Plan Awards: Market or Payout Value of Share, That Have Not Vested ($)⁽¹⁾
Jeffrey A. Gould⁽²⁾	85,996	1,550,508	71,476	1,288,708
George Zweier⁽³⁾	49,450	891,584	35,197	634,606
Mitchell Gould⁽⁴⁾	53,850	970,916	35,197	634,606
David W. Kalish⁽⁵⁾	53,428	963,307	52,764	951,339
Isaac Kalish⁽⁶⁾	56,100	1,011,483	47,533	857,020
Ryan Baltimore⁽⁷⁾	—	—	—	—


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)⁽¹⁾	Value Realized on Vesting ($)⁽²⁾
Jeffrey A. Gould	27,326	483,805
George Zweier	14,121	249,788
Mitchell Gould	17,621	314,608
David W. Kalish	17,544	306,776
Isaac Kalish	17,697	312,631
Ryan Baltimore	52,796	966,049


	Upon Death, Disability or Retirement		Upon a Change of Control
Name	Restricted Stock ($)	RSUs ($)⁽²⁾	Restricted Stock ($)	RSUs ($)⁽²⁾
Jeffrey A. Gould	1,550,508	288,381	1,550,508	320,609
George Zweier	891,584	140,582	891,584	155,978
Mitchell Gould	970,915	140,582	970,915	155,978
David W. Kalish⁽¹⁾	963,307	212,886	963,307	236,680
Isaac Kalish	1,011,483	183,944	1,011,483	203,775


Year	Summary Compensation Table Total for PEO ($)	Compensation Actually Paid to PEO⁽¹⁾ ($)	Average Summary Compensation Table Total for NEOs ($)	Average Compensation Actually Paid to NEOs⁽²⁾ ($)	Value of Initial Fixed $100 Investment Based On:	Net Income (millions) ($)
Year	Summary Compensation Table Total for PEO ($)	Compensation Actually Paid to PEO⁽¹⁾ ($)	Average Summary Compensation Table Total for NEOs ($)	Average Compensation Actually Paid to NEOs⁽²⁾ ($)	Total Stockholder Return ($)	Net Income (millions) ($)
2024	1,928,027	1,686,779	981,156	609,920	88.05	(9.8)
2023	1,882,891	1,319,498	883,300	563,173	85.67	3.9
2022	1,924,234	1,471,371	918,263	598,520	85.73	50.0


Year	Reported Summary Compensation Table Total for PEO ($)	Reported Value of Equity Awards ($)	Equity Award Adjustments ($)	Compensation Actually Paid to PEO ($)
2024	1,928,027	(555,486)	314,238	1,686,779
2023	1,882,891	(587,616)	24,223	1,319,498
2022	1,924,234	(672,629)	219,766	1,471,371


Year	Year End Fair Value of Equity Awards ($)	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)	Total Equity Award Adjustments ($)
2024	359,801⁽¹⁾	72,238⁽²⁾	(117,801)⁽³⁾	314,238
2023	386,940⁽⁴⁾	(351,343)⁽⁵⁾	(11,374)	24,223
2022	617,198⁽⁶⁾	(388,124)⁽⁷⁾	(9,308)	219,766


Year	Average Reported Summary Compensation Table Total for NEOs ($)	Average Reported Value of Equity Awards ($)	Total Average Equity Award Adjustments ($)⁽¹⁾	Average Compensation Actually Paid to NEOs ($)
2024	981,156	(486,909)	115,673	609,920
2023	883,300	(341,054)	20,927	563,173
2022	918,263	(458,719)	138,976	598,520


Year	Average Year End Fair Value of Equity Awards ($)	Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($)	Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)	Total Average Equity Award Adjustments ($)
2024	178,851	25,855	(89,033)	115,673
2023	268,410	(239,337)	(8,146)	20,927
2022	420,955	(275,059)	(6,920)	138,976


	2024	2023
Audit fees⁽¹⁾	$653,782	$613,500
Audit-related fees	—	—
Tax fees	19,000	18,400
All other fees	5,000	—
Total fees	$677,782	$631,900


By order of the Board of Directors,

S. Asher Gaffney,
Corporate Secretary

April 16, 2025