Alan H. Ginsburg
About Alan H. Ginsburg
Independent director at BRT Apartments Corp. since 2006; age 86 (Class I term to 2027). He is Chief Executive Officer of The CED Companies (private), a developer/manager of multifamily apartment communities, bringing decades of multifamily industry expertise to BRT’s board . The Board has affirmatively determined he is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BRT Apartments Corp. | Director (Independent) | Director since 2006 (Class I; term to 2027) | Compensation Committee member (see below) |
| — | — | — | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The CED Companies (private) | Chief Executive Officer | Since 1987 | Develops, builds, and manages multifamily communities |
Board Governance
| Item | 2023 | 2024 |
|---|---|---|
| Independence | Independent (affirmed) | Independent (affirmed) |
| Committee Memberships | Compensation Committee member | Compensation Committee member |
| Committee Chairs | None | None |
| Board meetings held | 4 | 4 |
| Attendance | “Missed several meetings due to illness” (only director below 75%) | Each director attended ≥75% of Board and committee meetings |
| Lead Independent Director | Jeffrey Rubin (Lead Independent Director) | Jeffrey Rubin (Lead Independent Director) |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 32,850 | 78,638 | 111,488 |
| 2024 | 35,475 | 76,055 | 111,530 |
Director cash retainer schedule (applies to all non-management directors):
- Board annual retainer: $23,000; meeting fees: $1,450 in-person, $875 telephone .
- Committee annual retainers: Audit $5,750; Compensation $4,600; Nominating $3,450; Chairs receive additional retainer (Audit/Comp $14,500; Nominating $4,600) .
Performance Compensation
Non-management directors receive annual restricted stock grants with five-year cliff vesting; no options or RSUs are disclosed for directors. Grants entitle voting and distributions during vesting; vesting accelerates upon specified events .
Annual director equity grant counts:
| Year | Restricted Stock Shares Granted (per non-management director) |
|---|---|
| 2023 | 4,100 |
| 2024 | 4,100 |
| 2025 | 4,250 |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in BRT’s proxy for Alan H. Ginsburg |
| Private/industry roles | CEO, The CED Companies (multifamily developer/manager) |
| Affiliates/related-party networks | No affiliations with Gould Investors/One Liberty/Majestic noted for Ginsburg; related-party disclosures list other individuals (Goulds, Rosenzweig, Kalish) |
Expertise & Qualifications
- Multifamily real estate development and management expertise from decades leading The CED Companies .
- Long board tenure (since 2006), providing continuity and sector-specific insight to BRT’s multifamily operations .
- Independent status; member of the Compensation Committee overseeing executive pay and equity programs .
Equity Ownership
| Date (Record) | Beneficially Owned Shares | % of Class | Notes |
|---|---|---|---|
| March 25, 2024 | 62,430 | <1% | Based on 18,723,197 shares outstanding (includes assumed vesting of certain RSUs company-wide) |
| March 18, 2025 | 66,679 | <1% | Based on 18,929,682 shares outstanding |
Unvested director stock awards (as of Dec 31, 2024):
| Metric | Value |
|---|---|
| Unvested Stock Awards (#) | 20,500 |
| Market Value ($) | 369,615 (at $18.03 per share) |
Scheduled vesting of unvested director restricted stock (Ginsburg):
- January vestings: 2025: 4,200; 2026: 4,000; 2027: 4,100; 2028: 4,100; 2029: 4,100 .
Ownership alignment:
- Stock ownership guidelines require non-management directors to hold 3x annual base retainer; BRT states all non-management directors meet these guidelines .
Governance Assessment
- Independence and committee service: Ginsburg is independent and serves on the Compensation Committee, contributing multifamily sector perspective to pay and equity decisions; the committee is fully independent and has engaged an external comp consultant (Ferguson Partners) to benchmark practices (engagement in 2022 for benchmarking) .
- Attendance signal: Governance note—he missed several meetings in 2023 due to illness, the only director below the 75% threshold that year; 2024 disclosure indicates all directors met the ≥75% attendance bar, suggesting improvement and normalization .
- Compensation mix and alignment: Director pay is modest, with equity in the form of restricted stock grants that encourage long-term alignment; total director compensation for Ginsburg remained stable ($111k) with a higher equity weighting, consistent with BRT’s emphasis on equity for alignment .
- Conflicts/related-party exposure: No related-party transactions involving Ginsburg are disclosed; related-party dealings involve other insiders and affiliates (Gould family, Rosenzweig, Kalish), reducing conflict risk for Ginsburg specifically .
- Shareholder feedback context: As a Compensation Committee member, note strong say‑on‑pay support—June 2023 say‑on‑pay passed with 13,290,852 “For”, 233,323 “Against”, 110,826 “Abstain”; committee also cited ~98% approval as supportive of its executive pay determinations .
RED FLAGS: 2023 attendance shortfall (illness-related) should be monitored for sustained engagement; no pledging/hedging issues disclosed for Ginsburg, and BRT enforces an anti‑hedging policy across insiders .