BRT Apartments Corp
For the period ended Jun 11, 2024. Filed Apr 22, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2024 · Filed Apr 22, 2024
Contents
Analysis
Base Salary, Bonus and Equity Awards
In accordance with the compensation setting process described above, base salary, cash bonuses and equity awards were approved for our full-time named executive officers for the periods indicated:
| · · Base Salary · · · Cash Bonus · · · Equity Grants | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | 2023($) | | | 2022($) | | | %Change | | | 2023($)(2) | | | 2022($)(2) | | | % Change | | | 2023($)(3) | | | 2022($)(4) | | | Change | |
| Jeffrey A. Gould(1) | | | 931,109 | | | 886,471 | | | 5.0 | | | 300,000 | | | 300,000 | | | — | | | 576,106 | | | 641,607 | | | (10.2) |
| Mitchell Gould(1) | | | 467,224 | | | 467,851 | | | — | | | 55,100 | | | 55,100 | | | — | | | 322,667 | | | 347,025 | | | (7.2) |
| George Zweier(1) | | | 361,294 | | | 344,236 | | | 5.5 | | | 37,900 | | | 37,900 | | | — | | | 315,247 | | | 337,435 | | | (6.6) |
| (1) | Messrs. Jeffrey Gould, Mitchell Gould and George Zweier’s base salaries for 2024 are $970,169, $467,224 and $382,622, respectively. |
| (2) | Reflects the cash bonuses paid in recognition of performance for such year, which are paid in the following year. |
| (3) | Represents the aggregate grant date fair value of the (i) shares of restricted stock granted in 2024 for 2023 performance and (ii) RSUs granted in 2023. Messrs. J. Gould, M. Gould and G. Zweier were granted (i) in 2024, for 2023 performance, 14,068, 8,500 and 8,900 shares of restricted stock, respectively, and (ii) in 2023, without giving effect to the additional shares potentially issuable pursuant to the peer group adjustment, RSU’s to acquire 21,000, 10,500 and 10,500 shares of common stock, respectively. |
| (4) | Represents the aggregate grant date fair value of shares of the (i) restricted stock granted in 2023 for 2022 performance and (ii) RSUs granted in 2022. Messrs. J. Gould, M. Gould and G. Zweier’s were granted (i) in 2023, for 2022 performance, 14,206, 8,900 and 8,400 shares of restricted stock, respectively, and (ii) in 2022, without giving effect to the additional shares potentially issuable pursuant to the peer group adjustment, RSU’s to acquire 21,534, 10,286 and 10,286 shares of common stock, respectively. |
In determining 2023 base salaries, the compensation committee determined in late 2022, which determination was subsequently ratified by the board, that increases in base salaries for Messrs. J. Gould and Zweier were appropriate in recognition of their performance in 2022 and as a general cost of living increase.
In determining in late 2023, the cash bonuses to be paid in early 2024 to these executive officers (including Mr. Jeffrey A. Gould) for their 2023 performance, the Compensation Committee determined that increases in bonuses (from the bonuses that were provided for performance in 2022) were not needed to further incentivize or reward performance.
Part-Time Named Executive Officers
David W. Kalish, Senior Vice President, Finance, has overall responsibility for implementation and enforcement of our internal controls, performs oversight and guidance in connection with our annual audit and our quarterly reports, performs oversight and guidance related to tax matters, including REIT compliance, is involved in banking relationships, is a member of our investment and disclosure control and procedures committees and participates in the preparation and review of our press releases and our disclosures under the Exchange Act.
Matthew J. Gould, Senior Vice President is a member of our investment committee and as such is involved in analyzing and reviewing operating results of each property in our portfolio and in analyzing, reviewing and approving each of our acquisition, disposition and financing transactions.
Long-Term Equity and Equity Incentive Awards
We believe that our long-term equity and equity incentive compensation programs, using RSUs that vest after three years subject to the satisfaction of market or performance-based conditions, and restricted stock awards with five-year cliff vesting, provide an appropriate incentive for our executive officers and are a beneficial retention tool. In determining the awards to be granted to the named executive officers, the compensation committee took into account our performance in 2022, the responsibilities and performance of each named executive officer and the committee’s desire to emphasize equity-based awards as a significant component of total compensation for our full-time named executive officers while minimizing stockholder dilution.
We believe the cumulative effect of the restricted stock awards and RSUs is not overly dilutive and has created significant incentives for our officers and employees. We intend to continue to award restricted stock and RSUs as we believe such awards (i) align management’s interests and goals with stockholders’ interests and goals and (ii) are an excellent motivator and employee retention tool.
Although we granted to our named executive officers approximately the same number of Equity Awards for 2023 as we had in 2022, the grant date fair value of the 2023 awards was less than the grant date fair value of the 2022 awards. However, this decrease did not impact our decision-making process because we place greater emphasis on the quantity of shares awarded rather than their grant date accounting value. We believe this is appropriate because the (i) grant date accounting value may never be realized as these shares vest after several years and with respect to RSUs, only vest to the extent that specified conditions are satisfied and (ii) anticipated dividends (including dividend equivalent rights), payable with respect to these awards are a more important retention feature than the unknown market value of the shares several years in the future.
Perquisites
The perquisites we provide to our executive officers, which are in addition to the benefits we provide to all our employees, generally account for a small percentage of the compensation paid by us to or allocated to us for our executive officers. We believe that such perquisites are appropriate.
Fees for Services
The aggregate fee paid to seven individuals for Services in 2023 was $1,541,188. See “Certain Relationships and Related Transactions.”
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.