Gary Hurand
About Gary Hurand
Gary Hurand (age 78) is an independent Class III director of BRT Apartments Corp., serving since 1990; he is President of Management Diversified, Inc. (real property management and development) and previously served as a director of Citizens Republic Bancorp Inc. from 1990–2013; he is the father-in-law of fellow BRT director Elie Y. Weiss . His background emphasizes commercial real estate operations and prior service on the audit committee of a publicly traded financial institution, supporting his governance roles at BRT .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Management Diversified, Inc. | President | Since 1987 | Real property management/development leadership |
| Citizens Republic Bancorp Inc. | Director | 1990–2013 | Former audit committee member of a public financial institution (biography disclosure) |
| Dawn Donut Systems, Inc. | President | Since 1971 (historical bio) | Business operations leadership (historical disclosure) |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Management Diversified, Inc. | President | Current | Real estate management/development |
| Citizens Republic Bancorp Inc. | Director | Past | Director through 2013; audit committee experience |
Board Governance
- Independence: Board affirmed Hurand’s independence under NYSE and SEC standards; in evaluating independence, the Board considered his family’s preferred LP interest in Gould Investors L.P. ($2.9M stated redemption value) and other family investments ($2.0M) in funds managed by Gould Investors’ affiliates, citing limited voting rights and no Hurand family management involvement; conclusion: independent .
- Committee assignments: Audit Committee member; Nominating and Corporate Governance Committee Chair; 2024 committee meetings: Audit (4), Compensation (5), Nominating (3) .
- Attendance: In 2024 the Board met 4 times; each director attended at least 75% of Board and committee meetings on which they served; 73% of directors attended the 2024 annual meeting .
- Executive sessions: Non‑management directors meet regularly in executive session, presided over by the Independent Lead Director (Jeffrey Rubin) .
- Stock ownership guidelines: Non‑management directors must hold at least 3× annual base retainer; five‑year compliance window; company states all non‑management directors and named executive officers own meaningful amounts consistent with guidelines .
Fixed Compensation
| Component | Amount/Detail | Period/Date |
|---|---|---|
| Board annual retainer (cash) | $23,000 | 2024 |
| Committee annual retainers (cash) | Audit: $5,750; Compensation: $4,600; Nominating: $3,450 | 2024 |
| Committee chair annual retainer (cash) | Audit Chair: $14,500; Compensation Chair: $14,500; Nominating Chair: $4,600 | 2024 |
| Meeting fees | In‑person: $1,450; Telephone: $875 (per meeting) | 2024 |
| Hurand—Fees earned/paid in cash | $43,800 | 2024 |
| Annual equity grant to non‑management directors | 4,100 restricted shares (5‑year vesting) | Granted for 2024 service |
| Annual equity grant to non‑management directors | 4,250 restricted shares (5‑year vesting) | Granted for 2025 service |
Performance Compensation
| Performance Metrics Tied to Director Compensation | Applied to Hurand’s Director Awards? | Notes |
|---|---|---|
| AFFO growth (CAGR) and TSR (CAGR) metrics used in RSUs | No | These metrics apply to executive RSUs; non‑management directors receive time‑based restricted stock (5‑year vesting) without performance hurdles |
Other Directorships & Interlocks
| Organization | Relationship/Interlock | Potential Conflict Note |
|---|---|---|
| BRT Apartments Corp. | Father‑in‑law to director Elie Y. Weiss | Family ties present; Board maintains independence determinations under NYSE standards |
| Gould Investors L.P. (affiliate; 20.4% BRT holder) | Hurand family preferred LP interest ($2.9M redemption value) and family investments ($2.0M) in affiliate‑managed funds | Board considered these interests and affirmed Hurand’s independence due to limited voting rights and no family management role |
Expertise & Qualifications
- Commercial real estate operating experience and leadership at Management Diversified, Inc.; prior long‑tenured directorship in banking (Citizens Republic Bancorp), including audit committee experience .
- Governance roles align with experience: Chair of Nominating Committee; member of Audit Committee .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 172,254 | Less than 1% of outstanding |
| Ownership as % of shares outstanding | <1% | Based on 18,929,682 shares outstanding |
| Indirect holdings | Includes 5,453 shares via LLC and 5,453 shares via trust (shared voting/investment power) | Excludes 268,041 shares owned by spouse’s trust (disclaimed) |
| Unvested stock awards (director) | 20,500 shares; market value $369,615 (at $18.03 close, 12/31/24) | Scheduled vesting: Jan 2025: 4,200; Jan 2026: 4,000; Jan 2027: 4,100; Jan 2028: 4,100; Jan 2029: 4,100 |
| Pledged shares | None disclosed for Hurand | Separate footnote indicates pledging by another director (Rubin), not Hurand |
| Hedging policy | Company prohibits short sales and hedging/monetization by directors/officers/employees |
Governance Assessment
- Strengths: Long‑tenured independent director with relevant real estate and bank audit committee experience; active governance roles (Audit member; Nominating Chair); regular executive sessions led by an independent lead director; director ownership guidelines in place and broadly represented as met .
- Alignment: Equity grants to non‑management directors (restricted stock; 5‑year cliff) foster long‑term alignment; Hurand holds 172,254 shares with additional scheduled vesting through 2029 .
- Potential conflicts/RED FLAGS to monitor:
- Family relationships on the Board (Hurand–Weiss) and significant affiliate presence (Gould Investors 20.4% ownership); however, the Audit Committee oversees related‑party transactions and the Board reaffirmed Hurand’s independence after reviewing family investment interests in Gould Investors .
- Concentration of affiliated entities and shared services arrangements; Audit Committee reviews allocations and related‑party approvals .
- Attendance/Engagement: Board met 4 times in 2024; each director met at least 75% attendance; committee meeting cadence indicates active governance (Audit 4; Compensation 5; Nominating 3) .