George Zweier
About George Zweier
George E. Zweier is Vice President and Chief Financial Officer of BRT Apartments Corp. and has served in this role since 1998; he is a certified public accountant and is 61 years old as of the 2024 Form 10-K . BRT disclosed that Zweier intends to relocate and resign by June 2026, with a succession plan to appoint Isaac Kalish as CFO upon Zweier’s retirement (anticipated in Q1 2026) . Company performance during his tenure includes FY 2024 rental and other property revenues of $94.8 million (+1.8% YoY), FFO of $20.9 million (−7% YoY), and AFFO of $26.7 million (−7.6% YoY); the “value of initial $100 investment” in BRT was $88.05 for 2024, $85.67 for 2023, and $85.73 for 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BRT Apartments Corp. | Vice President & Chief Financial Officer | Since 1998 | Leads financial reporting, internal controls, and SEC certification of quarterly/annual filings . |
External Roles
No external directorships or roles for Zweier are disclosed in BRT’s recent filings .
Fixed Compensation
Multi-year compensation (as reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 344,236 | 361,294 | 385,921 |
| Bonus ($) | 37,900 | 37,900 | 40,174 |
| Stock Awards ($) | 354,823 | 318,684 | 312,358 |
| All Other Compensation ($) | 51,305 | 55,055 | 56,565 |
| Total ($) | 788,264 | 772,933 | 795,078 |
Compensation changes and mix:
- Base salary increased 5.5% in 2023 versus 2022, and 6.8% in 2024 versus 2023 .
- Bonuses were flat in 2023 and increased 6.0% in 2024 versus 2023; equity grant date fair value decreased 6.6% (2023 vs 2022) and 6.4% (2024 vs 2023) .
- All other compensation in 2024 included a $51,750 defined contribution plan contribution and a $4,815 automobile allowance .
Policy framework:
- No employment agreements; employment is at-will .
- No severance arrangements (other than equity vesting accelerations on specified events) .
- No excise tax gross-ups (“golden parachutes”) .
- Clawback policy compliant with NYSE rules, including restatement-related recovery and forfeiture for cause .
Performance Compensation
Long-term incentives are a combination of restricted stock (five-year cliff vesting) and RSUs (three-year vesting subject to performance/market conditions) .
2024 grants to Zweier:
- Restricted stock: 8,900 shares on Jan 11, 2024 (grant date fair value $18.55 per share) .
- RSUs: 1,313/2,625/5,250 units each for TSR and AFFO legs at threshold/target/maximum; grant date fair values $9.46 (RSU-TSR) and $18.59 (RSU-AFFO) .
Performance plan structure:
| Metric | Weighting | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|---|
| Adjusted Funds from Operations (AFFO) CAGR | 50% | 4% | 6% | 8% | 3-year cycle with dividend equivalent rights; vesting contingent on performance . |
| Total Stockholder Return (TSR) CAGR | 50% | 5% | 8% | ≥11% | Subject to ±25% peer group adjustment vs FTSE Nareit Equity Apartment Index . |
Vesting and payout context:
- None of the RSUs awarded in 2022, 2023, and 2024 would have vested as of December 31, 2024, underscoring rigorous targets .
- For RSUs that did vest in 2024, BRT reported 26.1% of TSR (including additional TSR units) and 100% of AFFO units vested across NEOs (applies to the cycle concluding in 2024) .
Equity Ownership & Alignment
Beneficial ownership and guideline compliance:
| Period | Shares Beneficially Owned | % of Class | Shares Outstanding (context) |
|---|---|---|---|
| 2023 | 119,240 | <1% | 19,144,381 |
| 2024 | 128,911 | <1% | 18,723,197 |
| 2025 | 122,940 | <1% | 18,929,682 |
Stock ownership guidelines require full-time NEOs to hold BRT shares equal to 2× current base salary, with five years to achieve; BRT states all named executive officers and non-management directors own a meaningful amount of stock per these guidelines . Anti-hedging policy prohibits short sales, hedging or monetization strategies; no pledging is disclosed for Zweier .
Outstanding and scheduled vesting for Zweier (as of Dec 31, 2024):
- Unvested restricted stock: 49,450 shares; market value $891,584 ($18.03 closing price) .
- Unvested RSUs: maximum 35,197 units; market or payout value $634,606 .
- Scheduled vesting: Restricted stock in Jan 2025 (7,500), Jan 2026 (8,250), Jun 2026, Jan 2027 (8,400), Jan 2028 (8,400), Jan 2029 (8,900); RSUs in Jun 2025 (max 11,572 incl. peer adj.), Jun 2026 (max 11,813), Jun 2027 (max 11,813) subject to performance/market conditions .
Stock vested in 2024:
- 14,121 shares vested for Zweier (includes RSUs and restricted stock), with value realized $249,788; RSU vesting reflected 26.1% TSR and 100% AFFO components across NEOs .
Insider selling pressure:
- Form 4 transaction detail is not disclosed in proxy tables; beneficial ownership declined modestly from 2024 to 2025, but there is no disclosure of pledging or hedging by Zweier, and vesting activity occurred in 2024 as noted above .
Employment Terms
Contract and change-in-control economics:
- Employment: At-will; no employment agreements for officers .
- Severance: No cash severance; equity accelerates under defined conditions (death, disability, retirement (“DDR Event”), change of control) .
- RSUs: DDR event leads to pro-rata vesting at end of cycle if performance metrics are achieved; change of control vests proportionately in first half of cycle, fully thereafter .
- Restricted stock: Full vesting upon DDR event or change of control .
- Potential payments (as of Dec 31, 2024, at $18.03 per share): Restricted stock value $891,584; RSUs $140,582 (DDR), and $155,978 (change of control), assuming target performance and no peer adjustment .
- Clawback: Restatement-triggered recovery; forfeiture for cause; applies to cash and equity incentives .
- Non-compete/solicit/garden leave: Not disclosed in filings .
Governance and Compensation Committee Context
- Compensation Committee: Independent directors; chaired by Jeffrey Rubin with members Alan H. Ginsburg and Jonathan H. Simon (2024), with committee independence affirmed .
- Compensation benchmarking: Ferguson Partners’ study (2022) indicated executive pay generally in line with median of a specified REIT peer group; peer group includes Armada Hoffler, Centerspace, CTO Realty Growth, Hersha Hospitality Trust, INDUS Realty Trust, Postal Realty Trust, UMH Properties, Urstadt Biddle, among others .
- Equity plan (2024 Incentive Plan): Up to 1,000,000 shares for options, restricted stock, RSUs, performance awards; default two-year cliff vesting with practice of five-year for restricted stock and three-year performance for RSUs; no single-trigger change-in-control vesting; prohibits repricing without shareholder approval .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approvals: Approximately 98% approval in June 2023 for executive compensation determinations and practices; Compensation Committee cited this as supportive of program design .
Compensation Structure Analysis
- Greater emphasis on equity-based compensation vs. cash for senior full-time executives; Zweier’s equity awards represented 42% of base annual compensation in 2024 and 39% in 2023, supporting alignment with long-term performance .
- Shift to RSUs and restricted stock (no stock options), with rigorous AFFO and TSR targets and peer-adjusted TSR, increasing at-risk pay orientation; none of RSUs from 2022–2024 would have vested by 12/31/2024, indicating challenging targets .
Risk Indicators & Related-Party Context
- Succession risk: CFO retirement anticipated by Q1 2026/Q2 2026; CAO appointment and named successor support transition planning .
- Related-party transactions: Shared services and Services fees to affiliated entities; audit committee oversight; not specific to Zweier’s employment terms .
Investment Implications
- Pay-for-performance alignment is strong: material equity mix with rigorous AFFO and TSR hurdles; RSUs did not vest through YE 2024, indicating challenging cycles and reduced near-term dilution risk .
- Retention risk into 2026: Announced CFO retirement suggests knowledge transition period; BRT has disclosed a successor plan, moderating continuity risk .
- No cash severance or employment agreement reduces “exit cost” overhang; equity accelerations are quantifiable and modest relative to overall capitalization ($891,584 restricted stock and $140,582–$155,978 RSUs at target) .
- Ownership and alignment appear reasonable: Zweier’s beneficial ownership is <1%, compliant with 2× salary stock ownership guidelines; anti-hedging policy and no disclosed pledging mitigate alignment risks .
- Program discipline and shareholder support: The 98% Say-on-Pay approval and independent Compensation Committee oversight reduce governance friction; benchmarking at median helps contain pay inflation risk .