Israel Rosenzweig
About Israel Rosenzweig
Israel Rosenzweig (age 77) is Chairman of the Board of BRT Apartments Corp. since 2013; he previously served as Director and Vice Chairman (2012–2013) and as Senior Vice President (1998–2012). He is Vice President of Georgetown Partners (since 1997) and Senior Vice President of One Liberty Properties (since 1989). He is a management director (not independent). The board held four meetings in 2024; each director attended at least 75% of board and committee meetings that year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BRT Apartments Corp. | Chairman of the Board | 2013–present | Leads board; works with Independent Lead Director on agenda/priorities |
| BRT Apartments Corp. | Director & Vice Chairman | 2012–2013 | Board leadership transition |
| BRT Apartments Corp. | Senior Vice President | 1998–2012 | Lending/finance expertise supporting real estate activities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| One Liberty Properties, Inc. | Senior Vice President | 1989–present | Affiliated REIT role; industry/finance expertise |
| Georgetown Partners LLC | Vice President | 1997–present | Managing GP of Gould Investors; governance linkages |
| Managing GP of Gould Investors L.P. | Senior Vice President | Noted in related-party section | Family/affiliate interlocks; services oversight |
Board Governance
- Independence: Management director; not on the NYSE-defined independent list. Audit, Compensation, and Nominating committees are fully independent; Rosenzweig is not a member of these committees .
- Leadership structure: Board led by Rosenzweig (Chairman) with Jeffrey Rubin as Independent Lead Director, who presides over executive sessions of independent directors and shapes agendas/materials .
- Attendance: Board met 4 times in 2024; each director attended ≥75% of aggregate board and committee meetings that year (BRT typically schedules a board meeting with the annual stockholders meeting) .
- Election results (2025): Rosenzweig was re-elected with 13,774,131 votes “For,” 619,147 “Against,” 24,985 “Abstain,” and 2,416,879 broker non-votes—strong shareholder support .
Fixed Compensation
| Component | Amount | Period/Grant | Notes |
|---|---|---|---|
| Chairman of the Board annual retainer (cash) | $282,225 | 2023; 2024; 2025 | Annual fee for Chairman; no additional direct cash comp beyond Services and equity awards . |
| Services fees (cash) | $53,840 | 2023 | Compensation for defined “Services” (strategy, financing relationships, investment advice) . |
| Services fees (cash) | $43,840 | 2024 | Determined via committee process; tied to advisory services . |
| Services fees (cash) | $43,840 (anticipated) | 2025 | Expected Services compensation . |
Notes:
- Director fee schedule (non-management) includes board/committee retainers and meeting fees, but Rosenzweig’s structure is a Chairman retainer plus Services and equity; committee chair retainers are not applicable to him .
Performance Compensation
| Equity Award | Instruments | Grant Detail | Vesting/Performance Conditions |
|---|---|---|---|
| Director equity (2024 compensation table) | Restricted stock + RSUs | 2,108 shares of restricted stock; 10,500 RSUs; aggregate grant-date fair value $186,366 | Restricted stock: 5-year cliff vest; RSUs: 3-year vest contingent on market/performance conditions (AFFO/TSR) . |
Performance Metrics (RSUs)
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted Funds from Operations (AFFO) CAGR | 50% | 4% CAGR | 6% CAGR | 8% CAGR |
| Total Stockholder Return (TSR) CAGR | 50% | 5% CAGR | 8% CAGR | ≥11% CAGR |
| Peer Group Adjustment (TSR awards) | ±25% | Top quartile: +25%; Bottom quartile: −25% (FTSE Nareit Equity Apartment Index methodology) | — | — |
Vesting schedules for Rosenzweig’s awards include specific dates and quantities; RSUs include dividend equivalent rights that pay only upon vesting .
Other Directorships & Interlocks
| Entity | Relationship | Governance/Conflict Considerations |
|---|---|---|
| One Liberty Properties, Inc. | Senior Vice President | Governance interlock with BRT affiliates; multiple directors/officers share roles . |
| Georgetown Partners LLC (managing GP of Gould Investors L.P.) | Vice President | Gould Investors beneficially owns ~20.4% of BRT; shared management ties create potential influence/interlocks . |
| Family ties | Father of Steven Rosenzweig (BRT SVP–Legal) and Alon Rosenzweig (employee) | Related-party proximity; potential conflicts managed via audit committee policies/approvals . |
Expertise & Qualifications
- Former lending officer at a major financial institution; deep experience in business, finance, and accounting across more than three decades in real estate—positioned as an “experienced and knowledgeable chairman” .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Israel Rosenzweig | 777,654 | 4.1% | Includes shares held via pension/profit-sharing trusts over which he has shared voting/investment power . |
Unvested and Scheduled Vesting
| Unvested Equity | Quantity | Market Value at 12/31/2024 | Scheduled Vesting (Restricted Stock) | Scheduled Vesting (RSUs) |
|---|---|---|---|---|
| Unvested stock awards | 56,693 | $832,860 ($18.03/share) | Jan 2025: 3,055; Jan 2026: 2,803; Jun 2026: 12,000; Jan 2027: 2,734; Jan 2028: 2,581; Jan 2029: 2,108 | Jun 2025: 10,412; Jun 2026: 10,500; Jun 2027: 10,500 (excluding peer adjustment) |
Pledging/Hedging
- No pledge of Rosenzweig’s shares is disclosed in the ownership table footnotes; BRT prohibits hedging and short sales for covered persons .
Stock Ownership Guidelines
- Company guidelines require non-management directors to hold stock equal to 3× annual base retainer (5 years to comply); broader guidelines apply to executives; Rosenzweig is a management director .
Governance Assessment
- Independence and committee composition: Rosenzweig is a management (non-independent) Chairman; key board committees are fully independent and chaired by independent directors (Audit—Louis C. Grassi; Compensation—Jeffrey Rubin; Nominating—Gary Hurand), helping mitigate concentration of power .
- Attendance/engagement: Board met 4 times in 2024; directors attended ≥75% (practice of executive sessions led by the independent lead director) — positive engagement signals .
- Shareholder support: 2025 re-election margin was strong (13.77M For vs. 0.62M Against); prior say‑on‑pay approval was ~98% in 2023—positive sentiment .
- Alignment: Substantial beneficial ownership (4.1%), multi-year restricted stock and performance-contingent RSUs tie compensation to AFFO/TSR outcomes; RSU dividend equivalents pay only on vesting—aligned incentives .
RED FLAGS
- Related-party exposure and interlocks: Multiple family ties and affiliate roles (One Liberty, Georgetown, Gould Investors) with Gould Investors owning ~20.4%—requires vigilant audit committee oversight of transactions (shared services, Services fees, equity awards to related parties) .
- Services fees paid to management directors/affiliates: Rosenzweig received Services fees ($53,840 in 2023; $43,840 in 2024; $43,840 expected in 2025); these are permissible but merit scrutiny for arm’s-length terms .
- Concentrated influence: Chairman role plus affiliate leadership positions could concentrate influence; mitigated by independent committee chairs and lead director structure .
Director Compensation
| Year | Fees Earned/Paid in Cash | Stock Awards (Grant-date FV) | Total |
|---|---|---|---|
| 2024 | $282,225 (Chairman’s retainer; excludes Services) | $186,366 (2,108 restricted shares; 10,500 RSUs) | $468,591 |
| 2023 | $282,225 (Chairman’s retainer; excludes $53,840 Services) | $205,481 (2,581 restricted shares; 10,500 RSUs) | $487,700 |
Director Equity Structure
- Restricted stock: 5-year cliff vest; voting and dividends during restriction period .
- RSUs: 3-year performance cycle; vesting contingent on AFFO and TSR CAGRs; peer group adjustment can increase/decrease TSR-award vesting ±25% .
Equity Award Vesting and Change-of-Control/Clawbacks
- Accelerated vesting: Restricted stock fully vests upon death, disability, retirement, or change of control; RSUs vest proportionately under certain scenarios (DDR events) and may vest in full depending on timing of change of control .
- 2024 Incentive Plan governance: No automatic single-trigger vesting is provided by default; board/committee may provide for continuation/assumption or accelerated vesting in a change of control .
- Clawbacks: NYSE-compliant clawback policy permits recovery of incentive compensation (cash or equity) tied to erroneous financial data and forfeiture upon termination for cause .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: ~98% approval in June 2023; compensation committee viewed results as supportive of program design .
Governance of Related-Party Transactions (Selected Disclosures)
| Item | 2023 | 2024 | 2025 (anticipated) |
|---|---|---|---|
| Services fees to Rosenzweig | $53,840 | $43,840 | $43,840 |
| Equity awards to related parties (grant-date FV) – Rosenzweig | $207,076 | $86,366 | — |
Shared Services & Allocations
- BRT shares facilities/services with Gould Investors, One Liberty, and Majestic; allocations reviewed by audit committee. BRT paid $642,000 (2023) and $698,000 (2024) in shared services and $22,000 (2023) and $28,000 (2024) in insurance reimbursements to Gould Investors .
Governance Implications for Investors
- The presence of a strong independent committee structure and lead independent director is a positive counterweight to Rosenzweig’s non‑independent status and extensive affiliate ties. However, the repeated flow of Services fees and shared services allocations to affiliates demands continued audit committee rigor and transparent disclosure. High shareholder support and performance‑conditioned RSUs are alignment positives, but investors should monitor related-party transactions, family connections, and any changes in affiliate ownership or services agreements for potential conflicts .