Carol Cicero
About Carol Cicero
Carol Cicero (65) has served as an independent director of BRT Apartments Corp. since January 2022. She brings more than 30 years of multi-family property management experience, including senior leadership roles at RAM Partners, LLC (Area Vice President, 2000–2013; Group Vice President, 2014–2021) and a stint as director of asset management at Arenda Capital Management (2013–2014). Her background includes direct operational oversight of multi-family properties, including properties managed for BRT by RAM Partners, providing practical insights into day-to-day operating challenges in the apartment sector .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RAM Partners, LLC | Area Vice President; Group Vice President | 2000–2013; 2014–2021 | Led multi-family property management operations; RAM managed several BRT properties, providing deep operating perspective |
| Arenda Capital Management | Director of Asset Management | 2013–2014 | Real estate-focused asset management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current or prior public company directorships disclosed for Cicero |
Board Governance
- Board class and term: Class III director; term expires at the 2026 annual meeting .
- Independence: The Board determined Cicero is independent under NYSE and SEC rules; all members of the audit, compensation, and nominating committees were independent during service .
- Committee membership (2024): Nominating Committee member (joined June 2024); not a chair .
- Attendance: In 2024, the Board held 4 meetings; each director attended at least 75% of aggregate board and committee meetings; 73% of directors attended the 2024 annual meeting of stockholders .
- Executive sessions: Non-management directors meet regularly in executive session; the independent lead director presides .
- Risk oversight: Audit oversees financial and liquidity risk; Compensation oversees compensation-related risk; Nominating oversees governance risk .
| Committee | Membership | Chair Role | 2024 Meetings |
|---|---|---|---|
| Audit | Not a member | — | 4 |
| Compensation | Not a member | — | 5 |
| Nominating | Member (since June 2024) | No | 3 |
Fixed Compensation
- Director fee schedule (2024):
- Board annual retainer: $23,000
- Audit Committee annual retainer: $5,750; Compensation: $4,600; Nominating: $3,450
- Per-meeting fee (in-person): $1,450 (Board); $1,150 (committee)
- Per-meeting fee (telephone): $875 (Board/committees)
- Independent lead director annual retainer: $10,000
- Cicero’s actual cash fees (2024): $29,375
| Director | Fees Earned or Paid in Cash ($) | Source |
|---|---|---|
| Carol Cicero | 29,375 |
Performance Compensation
- Equity structure for directors: Annual restricted stock grants with a 5-year vesting period; directors retain voting and distribution rights during vesting; in 2024 and 2025, each non-management director was issued 4,100 and 4,250 shares, respectively .
- Cicero’s 2024 stock award grant-date fair value: $76,055 .
- Unvested stock awards (as of 12/31/2024): Cicero held 8,200 unvested shares, valued at $147,846 at $18.03 per share .
| Component | Detail | Amount / Shares | Date/Term | Source |
|---|---|---|---|---|
| Annual restricted stock (non-management directors) | Grant | 4,100 shares | 2024 grant; 5-year vesting | |
| Annual restricted stock (non-management directors) | Grant | 4,250 shares | 2025 grant; 5-year vesting | |
| Cicero stock award (grant-date FV) | Restricted stock | $76,055 | 2024 | |
| Unvested stock awards | Shares outstanding | 8,200 | As of Dec 31, 2024 | |
| Unvested stock awards | Market value | $147,846 | As of Dec 31, 2024; price $18.03 |
No performance metrics are tied to director equity awards (RSUs with market/performance conditions are referenced for executives, not directors) .
Other Directorships & Interlocks
| Category | Detail | Source |
|---|---|---|
| Other public company boards | None disclosed for Cicero | |
| Interlocks/vendor ties | Prior employment at RAM Partners, which provided property management services for several BRT multi-family properties (pre-directorship) | |
| Related-party transactions | Proxy’s related-party section focuses on Gould-affiliated relationships; no Cicero-related transactions disclosed |
Expertise & Qualifications
- Multi-family operations: 30+ years of property management experience, directly relevant to BRT’s operating model .
- Governance alignment: Independent director, nominated to Nominating Committee; board highlights appointment as part of diversity responsiveness .
- Risk and governance: Participation in Nominating Committee overseeing board performance evaluations, independence determinations, and compliance with ownership guidelines .
Equity Ownership
- Beneficial ownership (as of March 18, 2025): 12,450 shares; less than 1% of class, based on 18,929,682 shares outstanding .
- Unvested stock awards: 8,200 shares valued at $147,846 as of 12/31/2024 .
- Hedging policy: Company prohibits hedging/short sales and speculative trading for covered persons (including directors) .
- Stock ownership guidelines: Non-management directors must hold at least 3x annual base retainer; measurement over five years, using most favorable price over two-year window; disclosure indicates all non-management directors meet guidelines .
| Item | Amount | Date/Term | Source |
|---|---|---|---|
| Beneficial shares | 12,450 | March 18, 2025 | |
| Ownership % of class | <1% | March 18, 2025 | |
| Shares outstanding | 18,929,682 | March 18, 2025 | |
| Unvested stock awards | 8,200 | Dec 31, 2024 | |
| Market value of unvested | $147,846 | Dec 31, 2024 | |
| Ownership guideline | 3× annual base retainer | Ongoing policy | |
| Anti-hedging policy | Prohibits hedging/short sales | Ongoing policy | |
| Guideline compliance (directors) | Met, per company disclosure | 2024 program highlights |
Governance Assessment
- Board effectiveness and independence: Cicero is independent, participates on the Nominating Committee, and contributes sector-operational expertise aligned with BRT’s asset base .
- Attendance and engagement: Board reports all directors met at least the 75% attendance threshold in 2024; executive sessions are regularly held with an independent lead director, supporting robust oversight .
- Alignment and incentives: Cicero’s compensation is predominantly equity-based (restricted stock with long vesting), reinforcing long-term orientation; 2024 mix was $29,375 cash vs. $76,055 equity .
- Ownership and policy discipline: Beneficial ownership of 12,450 shares and unvested awards, combined with strict anti-hedging policy and 3× retainer ownership guideline (disclosed as met across non-management directors), signal alignment and risk management .
- Potential conflicts: Historical employment at RAM Partners (a property manager for BRT assets) suggests a prior vendor nexus; Board nevertheless determined independence and no Cicero-related party transactions are disclosed—monitor for any future engagements with RAM to ensure ongoing independence .
RED FLAGS
- None disclosed specific to Cicero: no Section 16(a) delinquency noted for her, no related-party transactions, no pledging disclosed .
- Broader board context includes extensive Gould family affiliations and related-party service arrangements; Audit Committee oversees related-party approvals—continued vigilance appropriate from investors .