Fredric H. Gould
About Fredric H. Gould
Independent director at BRT Apartments Corp.; age 90; director since 1983; served as BRT Chairman from 1984–2013. Former Chairman, Vice Chairman, CEO and President at One Liberty Properties; Chairman and director at Georgetown Partners; extensive real estate, finance, tax and accounting expertise built over 50+ years, including service as director at four REITs and member of loan committees at savings and loan associations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BRT Apartments Corp. | Director | Since 1983 | Long-tenured board member |
| BRT Apartments Corp. | Chairman of the Board | 1984–2013 | Led the board for ~29 years |
| One Liberty Properties, Inc. | Chairman of the Board | 1989–2013 | Executive leadership of public REIT |
| One Liberty Properties, Inc. | Vice Chairman of the Board | Since 2013 | Ongoing board leadership |
| One Liberty Properties, Inc. | Chief Executive Officer | 2005–2007 | Executive operating role |
| One Liberty Properties, Inc. | President | 2005–2006 | Executive operating role |
| Georgetown Partners LLC | Chairman of the Board | 1997–2012 | Governance oversight |
| Georgetown Partners LLC | Director | 2013–2021 | Governance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EastGroup Properties, Inc. | Director | 1998–2019 | Public REIT |
| Majestic Properties Management Corp. | Sole Owner | Ongoing | Affiliate providing services to BRT and related entities |
| Gould Investors L.P. | Affiliate relationship | Ongoing | Related-party limited partnership; Georgetown Partners is managing GP |
Board Governance
- Independence: Not deemed independent under NYSE and SEC standards; independent directors are Cicero, Ginsburg, Grassi, Hurand, Rubin, Simon, Weiss (~64% of board) .
- Committee assignments: Not listed as a member of audit, compensation, or nominating committees for 2024 (chairs: Grassi—Audit, Rubin—Compensation, Hurand—Nominating) .
- Attendance: Board held four meetings in 2024; each director attended at least 75% of board and committee meetings; 73% of directors attended the 2024 annual meeting .
- Independent Board leadership: Jeffrey Rubin serves as Lead Independent Director, presiding over executive sessions of non-management directors .
Fixed Compensation
| Component | 2023 ($) | 2024 ($) | 2025 ($) | Notes |
|---|---|---|---|---|
| Services fees (consulting to BRT) | 210,000 | 210,000 | 210,000 (anticipated) | For property analysis, financing relationships, investment advice and planning |
| Board/committee cash fees | — | — | — | Not reported for Mr. Gould; director cash fees table explicitly excludes him |
Performance Compensation
| Equity Awards (Grant Date Fair Value) | 2023 ($) | 2024 ($) | Award Types | Vesting Structure |
|---|---|---|---|---|
| Restricted stock and RSUs | 474,843 | 422,884 | Restricted stock and RSUs | Restricted stock generally 5-year vest; RSUs 3-year vest subject to AFFO/TSR metrics |
RSU Performance Metrics (Company-wide 2024 Performance Plan)
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted Funds from Operations (AFFO) CAGR | 50% | 4% | 6% | 8% |
| Total Shareholder Return (TSR) CAGR | 50% | 5% | 8% | ≥11% |
- Peer adjustment: TSR awards adjusted ±25% vs FTSE Nareit Equity Apartment Index quartiles .
- RSUs include dividend equivalent rights payable only if units vest .
Other Directorships & Interlocks
| Entity | Relationship to BRT | Interlock/Related-Party Exposure |
|---|---|---|
| Gould Investors L.P. | Beneficial owner of ~20.4% of BRT shares (3,857,159) | Georgetown Partners is managing GP; Mr. Gould is affiliated with Georgetown/Majestic; Jeff/Matt Gould may be deemed to control Georgetown/Gould Investors |
| Majestic Properties Management Corp. | Wholly-owned by Mr. Gould | BRT paid Majestic $42,000 (2023) and $37,000 (2024) for services |
| One Liberty Properties, Inc. | Shared executives/affiliates | Cross-affiliated executives and shared services agreements |
Expertise & Qualifications
- 50+ years across real estate and finance; roles include CEO/Chairman of public REITs, director at four REITs, and loan committee memberships, providing deep knowledge in business, finance, real estate, tax, and accounting .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Fredric H. Gould | 460,934 | 2.5% | Includes 11,500 shares in a spousal trust; excludes 10,012 shares held by spouse and 2,468 shares held as custodian for grandson (disclaimed) |
| BRT Shares Outstanding (Record Date) | 18,929,682 | — | Record date for 2025 annual meeting: March 18, 2025 |
Governance Assessment
- Independence and family ties: Mr. Gould is not independent and is part of a network of related parties and family members across BRT and affiliates (Gould Investors, Georgetown Partners, Majestic, One Liberty), elevating conflict-of-interest risk .
- Related-party transactions: He receives Services fees ($210k/year) and significant equity awards; BRT also pays Majestic (his wholly-owned firm) fees and participates in shared services with Gould Investors and affiliates—allocations totaled $642k (2023) and $698k (2024) to BRT; these create recurring related-party exposure .
- Ownership influence: Affiliates hold large blocks (Gould Investors 20.4%), concentrating voting power; his own stake is 2.5% .
- Board effectiveness: No committee roles; board maintained independent leadership via a Lead Independent Director and regular executive sessions; attendance meets minimum thresholds .
- Compensation alignment: Equity awards are subject to rigorous 3-year AFFO/TSR hurdles with capped payouts and clawbacks; company prohibits hedging, supporting alignment, but director-specific equity grant counts for Mr. Gould were not disclosed .
- Shareholder sentiment: Prior say‑on‑pay approval ~98% (June 2023); board responded to investor feedback by appointing a Lead Independent Director and adding diversity (Carol Cicero) .
- Process integrity: SEC delinquent filings noted for certain insiders (Jeff/Matt Gould re: Gould Investors), indicating controls risk at affiliate level; no delinquency specifically attributed to Mr. Fredric H. Gould in 2024 disclosures .
RED FLAGS
- Not independent; extensive affiliate ties and family relationships across BRT and related entities .
- Ongoing related-party payments (Services fees to Mr. Gould; fees to Majestic) and shared services allocations with affiliates .
- Significant affiliate ownership (Gould Investors 20.4%), potentially influencing governance outcomes .
Positive Signals
- Robust anti-hedging and clawback policies; RSUs tied to stringent AFFO/TSR metrics; independent lead director and executive sessions; board attendance thresholds met .