BRT Apartments Corp.
For the period ended Jun 4, 2025. Filed Apr 16, 2025.
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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 4, 2025 · Filed Apr 16, 2025
Contents
Analysis
Base Salary, Bonus and Equity Awards
Full-Time Named Executive Officers
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 (Mr. Baltimore is excluded as he was not a named executive officer in 2023 and he is no longer employed by us):
| 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) |
| (1) | Messrs. Jeffrey Gould, Mitchell Gould and George Zweier’s base salaries for 2025 are $1,018,678, $373,779 and $405,579, 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 shares of the (i) restricted stock granted in 2025 for 2024 performance and (ii) RSUs granted in 2024. Messrs. J. Gould, M. Gould and Zweier’s were granted (i) in 2025, for 2024 performance, 15,322, 6,960, and 9,100 shares of restricted stock, respectively, and (ii) in 2024, 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 the (i) shares of restricted stock granted in 2024 for 2023 performance and (ii) RSUs granted in 2023. Messrs. J. Gould, M. Gould and Zweier were granted (i) in 2024, for 2023 performance, 14,200, 8,900 and 8,400 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. |
In determining 2024 base salaries, the compensation committee determined in late 2023, that increases in base salaries for Messrs. J. Gould and Zweier were appropriate in recognition of their performance in 2023 and as a general cost of living increase. Mr. M. Gould’s base salary increased slightly as the compensation committee believed that his compensation level was appropriate.
In determining in late 2024, the cash bonuses to be paid in early 2025 to these executive officers for their 2024 performance, the compensation committee determined, based on subjective factors, that increases in bonuses (from the bonuses that were provided for performance in 2023) for Messrs. J. Gould and Zweier were appropriate, and that an increase in Mr. M. Gould’s bonus was not needed to further incentivize or reward performance.
Part-Time Named Executive Officers
David W. Kalish, Senior Vice President-Finance, and Isaac Kalish, Senior Vice President, have overall responsibility for implementation and enforcement of our internal controls, perform oversight and guidance in connection with our annual audit and our quarterly reports, performs oversight and guidance related to tax matters, including REIT compliance, are involved in banking relationships, are members of our investment and disclosure control and procedures committees and participate in the preparation and review of our disclosures under the Exchange Act.
Long-Term Equity and Equity Incentive Awards
We believe that our equity incentive and long-term equity 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 2023, 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.
In granting Equity Awards, 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 2024 was $1,618,248. 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.