David W. Kalish
About David W. Kalish
David W. Kalish, age 77, is Senior Vice President – Finance at BRT Apartments Corp. He has served as BRT’s VP and Chief Financial Officer from 1990 to 1998 and as Senior Vice President – Finance since 1998; he is a certified public accountant. He also served as Chief Financial Officer of One Liberty Properties until 2023 and continues as Chief Financial Officer of Georgetown Partners (the managing general partner of Gould Investors) since 1990 . For performance context, BRT reported 2024 net income of -$9.8 million and a cumulative TSR value of 88.05 (from an initial $100 baseline), with the company emphasizing rigorous performance conditions for equity incentive awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BRT Apartments Corp. | Vice President and Chief Financial Officer | 1990–1998 | Led financial reporting and controls during formative growth years . |
| BRT Apartments Corp. | Senior Vice President – Finance | Since 1998 | Oversees internal controls, audits, REIT compliance, banking relationships, and disclosure processes . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| One Liberty Properties, Inc. | Chief Financial Officer | 1990–2023 | CFO of NYSE-listed REIT; cross-enterprise finance leadership and affiliate coordination . |
| Georgetown Partners LLC | Chief Financial Officer | Since 1990 | Finance leadership for managing GP of Gould Investors (a 20.4% holder of BRT) . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary allocated to BRT | $249,026 | $272,629 | $282,209 |
| Cash bonus | — | — | — |
| All other compensation | $262,227 | $261,473 | $272,955 |
| Notes | Defined contribution and perqs included; 2024 “Services” fees $257,688; 2025 Services scheduled $271,860 | – | – |
Performance Compensation
BRT uses a mix of restricted stock (5-year cliff vest) and RSUs with 3-year performance cycles. RSU metrics are 50% AFFO CAGR and 50% TSR CAGR, with peer-adjusted TSR vs the FTSE Nareit Equity Apartment Index; no dividends on unearned RSUs. The company notes that none of the RSUs awarded in 2022–2024 would have vested as of Dec 31, 2024, underscoring rigor .
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2024 RSU grant details (awarded July 16, 2024) | Grant | Threshold (#) | Target (#) | Maximum (#) | Grant-date FV | |---|---:|---:|---:|---:| | RSU-TSR | 1,938 | 3,875 | 7,750 | $73,315 | | RSU-AFFO | 1,938 | 3,875 | 7,750 | $144,073 | | Restricted Stock (1/11/24) | – | – | – | 8,619 sh; $159,882 |
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Performance metric design (applies to 2024 cycle) | Metric | Weight | Threshold (CAGR) | Target (CAGR) | Maximum (CAGR) | |---|---:|---:|---:|---:| | AFFO CAGR | 50% | 4% | 6% | 8% | | TSR CAGR | 50% | 5% | 8% | 11%+ |
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Actual/payout evidence (vesting in 2024 from the 2021 grant cycle) | Cycle vesting in 2024 | Metric | Actual Payout | Evidence | |---|---|---|---| | 2021 RSUs vested in 2024 | AFFO | 100% of units vested | 10,544 of Mr. Kalish’s vested shares included RSUs; 100% AFFO units vested . | | 2021 RSUs vested in 2024 | TSR | 26.1% of TSR units vested | Company-wide payout ratio disclosed; applied to NEOs . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 596,977 shares (3.2% of class) as of March 18, 2025 . |
| Indirect holdings | Includes 312,634 shares held by pension and profit-sharing trusts of BRT, REIT Management Corp., and Gould Investors where he, as trustee, shares voting and investment power . |
| Spousal holdings | Excludes up to 5,495 shares owned by spouse (disclaimed) . |
| Unvested restricted stock (12/31/24) | 53,428 shares; $963,307 value at $18.03 close . |
| Unvested RSUs (12/31/24) | 52,764 max units; $951,339 value at $18.03 close (assumes max incl. peer adjust) . |
| Stock ownership guidelines | Part-Time NEOs: 2× allocated base salary within 5 years; all NEOs and non-management directors own a meaningful amount per guidelines . |
| Hedging/pledging | Hedging prohibited for covered persons; no pledging disclosed for Mr. Kalish (a director, Jeffrey Rubin, has 34,410 shares pledged; no amounts outstanding) . |
Vesting Schedules and Potential Accelerations
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Scheduled vesting for Mr. Kalish’s outstanding awards (as of 12/31/24) | Award Type | Scheduled Vesting Tranches | |---|---| | Restricted Stock | Jan 2025: 7,421 sh; Jan 2026: 7,864 sh; Jun 2026: 13,400 sh; Jan 2027: 7,971 sh; Jan 2028: 8,153 sh; Jan 2029: 8,619 sh . | | RSUs (max incl. peer adjust) | Jun 2025: 17,890 sh; Jun 2026: 17,438 sh; Jun 2027: 17,438 sh (subject to performance/market conditions) . |
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Acceleration terms and retirement eligibility
- No employment agreements or severance; acceleration only for death, disability, retirement (“DDR Event”) or change of control .
- RSUs: pro-rata vesting upon DDR Event subject to actual cycle results; pro-rata vest if CoC in first half of cycle, full thereafter .
- Restricted stock: full vesting upon DDR Event or change of control .
- Mr. Kalish is over 65 and has satisfied service requirement; upon retirement, a pro rata portion of his 2022–2024 RSUs would vest at cycle-end if metrics are met, and all restricted stock would vest (values at 12/31/24 shown in table below) .
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Value of equity that would vest upon separation events (12/31/24 basis) | Scenario | Restricted Stock ($) | RSUs ($) | |---|---:|---:| | Death, Disability, or Retirement | $963,307 | $212,886 (assumes target, no peer adjust) | | Change of Control | $963,307 | $236,680 (assumes target, no peer adjust) |
Employment Terms
- Status: At-will; no employment or severance agreements; no golden parachute tax gross-ups; no guaranteed bonuses .
- Clawbacks: NYSE-compliant policy for recoupment on restatements; additional clawback/forfeiture on termination for cause; SOX 304-type reimbursement applicable to CEO/CFO for misconduct-related restatements; plan-level clawback rights may be adopted .
- 280G best-net cutback: Payments subject to 280G excise tax will be reduced if that yields a better after-tax outcome, otherwise not reduced .
- Insider trading/hedging: Anti-hedging policy prohibits short sales, hedging/monetization, and speculative transactions in BRT securities for covered persons .
Compensation Structure Analysis
| Indicator | Insight |
|---|---|
| Cash vs equity mix | For part-time NEOs like Mr. Kalish, no BRT cash bonus; equity and “Services” fees constitute primary incentive/compensation levers . |
| Rigor of performance metrics | 2022–2024 RSU awards would not have vested as of 12/31/24; 2021 cycle paid 100% on AFFO and 26.1% on TSR, indicating demanding TSR thresholds . |
| Option usage | BRT primarily uses restricted stock and RSUs; no option awards are shown in outstanding awards tables for NEOs . |
| Ownership alignment | High personal stake (3.2%) and trustee control over pension/profit-sharing trust shares align interests; anti-hedging policy in place . |
| Retention dynamics | Retirement-eligible status means restricted stock would accelerate and RSUs pro-rate upon retirement, modestly reducing retention friction vs non-eligible execs . |
Say-on-Pay & Shareholder Feedback
- Say-on-pay (most recent disclosed): ~98% approval in June 2023; Compensation Committee viewed the result as supportive of pay practices .
Equity Incentive Peer Adjustment
- RSU-TSR peer adjustment compares BRT TSR to FTSE Nareit Equity Apartment Index: +25% additional RSUs for top quartile; -25% forfeiture for bottom quartile at each vesting level .
Related Party/Interlocks (context)
- Affiliates: Mr. Kalish is an executive officer of BRT, One Liberty, Majestic, and the managing GP of Gould Investors; he is the father of Isaac Kalish, a BRT SVP. Gould Investors beneficially owns 20.4% of BRT .
Multi‑Year Compensation Detail (Mr. Kalish)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 249,026 | — | 441,976 | 262,227 | 953,229 |
| 2023 | 272,629 | — | 388,982 | 261,473 | 923,084 |
| 2024 | 282,209 | — | 377,270 | 272,955 | 932,434 |
Notes: 2024 All Other Comp includes $257,688 for Services, $11,958 defined contribution plan, and $3,309 perquisites (insurance and auto); 2025 Services planned $271,860 .
Additional Evidence of Execution/Controls
- SOX 302 certification: Mr. Kalish signed the 2024 Form 10-K certification as Senior Vice President – Finance on March 12, 2025, attesting to controls and disclosures .
Investment Implications
- Strong alignment but retirement-eligible: 3.2% beneficial ownership and trustee voting power indicate high alignment; however, retirement eligibility means restricted stock accelerates and RSUs pro-rate on retirement, which can reduce retention “stickiness” and potentially elevate medium-term succession risk in finance leadership .
- Pay-for-performance is real, with tough TSR gate: The 2021 RSU cycle paid fully on AFFO but only 26.1% on TSR; none of the 2022–2024 RSUs would have vested as of 12/31/24—suggesting discipline and lower risk of overpayment if market underperforms peers .
- Limited severance exposure: No employment agreement, no severance, and 280G best-net cutback limit parachute costs; change-of-control costs concentrate in equity acceleration, which can be modeled using disclosed award schedules .
- Governance and related-party context warrant monitoring: Extensive affiliate ties (Gould entities) create potential perceived conflicts; nonetheless, anti-hedging policy, stock ownership guidelines, and robust say-on-pay support mitigate governance risk signals .