Elie Y. Weiss
About Elie Y. Weiss
Elie Y. Weiss (52) has served as an independent director of BRT Apartments Corp. since 2007. He is a real estate developer and investor with over two decades of experience; roles include CEO of Five Forty Real Estate since 2007, principal at PCP Flow (formerly Ponsky Capital Partners) since 2017, EVP at Robert Stark Enterprises (1997–2007), and President of Real Estate for American Greetings (2013–2017). He is classified as independent under NYSE and SEC standards, with the board affirming his independence along with all committee memberships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robert Stark Enterprises, Inc. | Executive Vice President | 1997–2007 | Developed and managed retail/office/multifamily assets |
| American Greetings | President of Real Estate | 2013–2017 | Corporate real estate leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Five Forty Real Estate (family office) | Chief Executive Officer | 2007–present | Manages various investments |
| PCP Flow (f/k/a Ponsky Capital Partners) | Principal; Chair of Investment Committee | 2017–present | Real estate private equity sponsor |
Board Governance
- Independence and service: Independent director; Board determined audit, compensation, and nominating committee members were independent; Weiss counted among independent directors .
- Committee assignments (2024): Audit member; Nominating member through June 2024; meeting counts: Audit (4), Compensation (5), Nominating (3) .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of aggregate board and committee meetings; 73% of directors attended the 2024 annual meeting .
- Leadership structure: Chair—Israel Rosenzweig; Independent Lead Director—Jeffrey Rubin; non-management directors meet regularly in executive session .
- Ownership/behavior policies: Anti-hedging policy prohibits short sales and hedging/monetization strategies; directors must meet stock ownership guidelines (≥3x annual base retainer) and the company states all non-management directors meet the guidelines .
- Clawback policy: Compliant with NYSE rules; allows recovery of cash/equity incentive compensation based on erroneous financial data; forfeiture for cause .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 39,475 | 76,055 | 115,530 |
| 2023 | 42,375 | 78,638 | 121,013 |
| Component | Amount |
|---|---|
| Annual Board retainer (non-management directors) | $23,000 |
| Committee annual retainers: Audit / Compensation / Nominating | $5,750 / $4,600 / $3,450 |
| Meeting fees (in-person / telephone) | $1,450 / $875 per meeting |
| Committee chair annual retainers: Audit / Compensation / Nominating | $14,500 / $14,500 / $4,600 |
| Annual Director Equity Grants | 2024 | 2025 |
|---|---|---|
| Restricted stock shares granted (each non-management director) | 4,100 | 4,250 |
| Vesting | 5-year cliff; dividends and voting permitted during vesting |
Notes:
- Directors receive restricted stock; no option awards are disclosed for directors .
Performance Compensation
Directors do not receive performance-based RSUs; equity awards to directors are time-based restricted stock .
Company long-term incentive metrics (context for governance quality):
| Metric | Weight | Minimum | Target | Maximum |
|---|---|---|---|---|
| Adjusted Funds from Operations (AFFO) CAGR | 50% | 4% | 6% | 8% |
| Total Stockholder Return (TSR) CAGR | 50% | 5% | 8% | ≥11% |
| TSR peer adjustment | +/-25% (FTSE Nareit Equity Apartment Index) | — | — | — |
Other Directorships & Interlocks
| Person/Entity | Relationship | Potential Governance Consideration |
|---|---|---|
| Gary Hurand (BRT director) | Father-in-law of Elie Y. Weiss; Chair of Nominating; Audit member | Family link may present perceived conflict; Board affirmed independence and reviewed Hurand’s other affiliations in its independence analysis . |
No other public company directorships are disclosed for Weiss .
Expertise & Qualifications
- Real estate development, acquisitions, and asset management across retail, office, and multifamily sectors; CEO/investor roles and investment committee leadership .
- Entrepreneurial background aligning with multifamily operating insight needed at BRT .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 95,493; <1% of outstanding |
| Spousal holdings (excluded) | 271 shares (disclaimed) |
| Unvested director stock awards (as of 12/31/2024) | 20,500 shares; $369,615 market value at $18.03 |
| Scheduled vesting of director grants | Jan 2025: 4,200; Jan 2026: 4,000; Jan 2027: 4,100; Jan 2028: 4,100; Jan 2029: 4,100 |
| Ownership guideline | Non-management directors: ≥3x annual base retainer; company states all non-management directors meet guideline |
Insider Filings and Trades
| Filing/Event | Date (disclosure) | Description |
|---|---|---|
| Form 3 amendment | 2024 proxy disclosure | Elie Weiss underreported shares on his Form 3; amendment filed to correct holdings . |
| Section 16 note | 2025 proxy disclosure | Proxy notes Weiss filed a Form 3 amendment correcting underreporting; separate late filings highlighted for others . |
Governance Assessment
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Strengths
- Independent director with relevant sector expertise; active on Audit (financial oversight) and Nominating (board composition) committees .
- Strong governance scaffolding: independent committees, anti-hedging policy, clawbacks, stock ownership guidelines (reported compliance) .
- Director equity is long-dated restricted stock—aligns interests and discourages short-termism .
-
Risks and RED FLAGS
- Family interlock: Weiss is the son-in-law of director Gary Hurand, who holds committee roles; while the board affirmed independence, this relationship can be perceived as a conflict risk and should be monitored, especially in nomination decisions .
- Section 16 compliance: Weiss’s Form 3 required amendment for underreporting—while corrected, filing accuracy lapses detract from governance optics and should be remediated with tighter controls .
- Concentrated affiliate ecosystem: BRT’s shared services and significant ownership by Gould Investors create related-party complexities; continued robust Audit Committee oversight of related-party transactions is essential .
-
Compensation and engagement signals
- Director pay is moderate and equity-heavy (2024: $76,055 stock vs. $39,475 cash), supporting alignment; YoY dip in cash/stock likely reflects grant sizing and meeting mix rather than diminished engagement .
- Company-wide say-on-pay garnered ~98% approval (June 2023), indicating broad investor support for compensation governance; though executive-centric, it reflects overall confidence in BRT’s pay framework .