Jeffrey A. Gould
About Jeffrey A. Gould
Jeffrey A. Gould, 59, is President (since 1996) and Chief Executive Officer (since 2002) of BRT Apartments Corp., and has served on the Board since 1997; his credentials span real estate lending, management, acquisitions, and dispositions, with additional senior roles at One Liberty Properties and Georgetown Partners that deepen his domain expertise . Under the company’s pay-versus-performance disclosure, cumulative TSR based on a $100 initial investment was $85.73 (2022), $85.67 (2023), and $88.05 (2024), while reported net income was $50.0 million (2022), $3.9 million (2023), and $(9.8) million (2024) . The long-term incentive program targets compounded AFFO and TSR growth (see Performance Compensation) and none of the RSUs awarded in 2022–2024 would have vested as of December 31, 2024, reflecting rigorous performance conditions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BRT Apartments Corp. | President | 1996–present | Leads operations and capital allocation across multi-family portfolio |
| BRT Apartments Corp. | Chief Operating Officer | 1996–2001 | Built operating cadence and processes during early transition |
| BRT Apartments Corp. | Chief Executive Officer | 2002–present | Sets strategy; responsible for performance and shareholder alignment |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| One Liberty Properties, Inc. | Senior Vice President and Director | Since 1999 | Net-lease industrial exposure; governance/finance insight transfer |
| Majestic Properties Management Corp. | Senior Vice President | Ongoing | Shared services, property management and transactional support |
| Georgetown Partners LLC | Senior Vice President; Director/Manager | Since 1996; Director/Manager since 2013 | Managing GP of Gould Investors; capital and governance influence |
| Gould Investors L.P. | Shares control of Managing GP | Ongoing | Influences a 20.4% stake in BRT via Gould Investors |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 886,471 | 931,109 | 978,194 |
| Bonus ($) | 300,000 | 300,000 | 325,000 |
| Stock Awards ($) | 672,629 | 587,616 | 555,486 |
| All Other Compensation ($) | 65,134 | 64,166 | 69,347 |
| Total ($) | 1,924,234 | 1,882,891 | 1,928,027 |
| CEO Pay Ratio (x) | — | — | 4.02 |
Change analysis: FY24 base +5.1% vs FY23 and bonus +8.3%; equity grants down 3.6% YoY .
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | Vesting Mechanics |
|---|---|---|---|---|---|
| Adjusted Funds from Operations (AFFO) CAGR (2024–2027) | 50% | 4% | 6% | 8% | RSUs vest after 3 years if performance met; pro-rata vest on DDR; partial/full vest on CoC depending on timing |
| Total Stockholder Return (TSR) CAGR (2024–2027) | 50% | 5% | 8% | 11%+ | Peer group adjustment ±25% vs FTSE Nareit Equity Apartment Index; 3-year vest; dividend equivalents upon vest |
Notable features:
- None of the RSUs awarded in 2022–2024 would have vested as of 12/31/24 .
- Dividend equivalents on RSUs are paid only if units vest; no dividends on unearned RSUs .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 4,472,017 |
| Ownership (% of shares outstanding) | 23.6% |
| Ownership Breakdown (disclosed interests) | Includes 24,508 shares via charitable foundation; 37,558 via family trust; 9,347 via LLC; and 3,857,159 via Gould Investors (managed by Georgetown where he shares control) |
| Stock Ownership Guidelines (CEO) | 4x current base salary; five years to comply; company states NEOs/directors meet guidelines |
| Hedging/Pledging | Hedging prohibited; no pledging disclosed for J. Gould in proxy |
| Options | No stock options disclosed; equity comprises restricted stock and RSUs |
Unvested awards and vesting schedule:
| Award Type | Unvested at 12/31/24 | Market Value ($) | Scheduled Vesting (shares) |
|---|---|---|---|
| Restricted Stock | 85,996 | 1,550,508 | Jan 2025: 14,320; Jan 2026: 14,320; Jun 2026: 14,800; Jan 2027: 14,282; Jan 2028: 14,206; Jan 2029: 14,068 |
| RSUs (max incl. peer adj.) | 71,476 | 1,288,708 | Jun 2025: 24,226; Jun 2026: 23,625; Jun 2027: 23,625 (subject to performance/market and peer group adjustment) |
Insider selling pressure indicators:
- Significant scheduled vestings in 2025–2027 could increase share supply if dispositions occur post-vesting; RSU vesting is contingent on meeting AFFO/TSR criteria .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | None; employment is at-will |
| Severance | None; no severance arrangements; acceleration of equity upon specified events only |
| Change-of-Control (CoC) | Restricted stock generally vests; RSUs vest proportionately if CoC occurs in the first half of the cycle and vest in full thereafter |
| DDR Event (Death/Disability/Retirement) | Restricted stock vests fully; RSUs vest pro-rata based on time elapsed, to the extent performance metrics are met at cycle end |
| Clawback | NYSE-compliant policy; recovery of incentive comp upon restatement or misconduct; forfeiture on termination for cause |
| Hedging Policy | Prohibits short sales, hedging/monetizing, and speculative transactions in company securities |
| Tax Gross-Ups | None for golden parachutes; payments structured to avoid excise tax where economically better (cutback vs pay) |
Potential equity value upon termination/CoC (as of 12/31/24, $18.03/share):
| Scenario | Restricted Stock ($) | RSUs ($) |
|---|---|---|
| Death/Disability/Retirement | 1,550,508 | 288,381 (assumes target, no peer adj.) |
| Change-of-Control | 1,550,508 | 320,609 (assumes target, no peer adj.) |
Defined contribution plan and perquisites:
- Company contribution: $51,750 in 2024; estimated balance payable at termination: ~$4.9 million (CEO) .
- Perquisites (2024): $17,597 total, including automobile allowance ($5,389), additional disability insurance ($4,236), long-term care insurance ($7,972) .
Board Governance
| Item | Details |
|---|---|
| Board Service | Director since 1997; Class I; term expires at 2027 annual meeting |
| Committee Roles | Not listed on audit, compensation, or nominating committees (committees fully independent) |
| Independence | Management director; not among Board-determined independent directors |
| Leadership Structure | CEO; Chairman is Israel Rosenzweig; Lead Independent Director is Jeffrey Rubin (appointed 2023) |
| Board Activity | Board met four times in 2024; each director attended ≥75% of board/committee meetings; 73% attended 2024 annual meeting |
| Executive Sessions | Non-management directors meet regularly in executive session; presided by Lead Independent Director |
Dual-role implications:
- Concentrated influence via Gould Investors (20.4% of BRT) and family relationships (Fredric H. Gould, Matthew J. Gould), with J. Gould sharing control of Georgetown Partners, managing GP of Gould Investors; this heightens independence considerations and potential related-party oversight requirements .
Performance & Track Record
| Period | TSR value of $100 investment | Net Income ($mm) |
|---|---|---|
| FY 2022 | 85.73 | 50.0 |
| FY 2023 | 85.67 | 3.9 |
| FY 2024 | 88.05 | (9.8) |
Highlights and governance responsiveness:
- RSU pay-for-performance design tied to AFFO and TSR, with peer benchmarking against FTSE Nareit Equity Apartment Index .
- High say-on-pay support (~98% approval in June 2023); board added Lead Independent Director (2023) and a woman director (2022) in response to shareholder feedback on governance and diversity .
Related Party Transactions and Network
- Shared services agreement: cost allocations among BRT and affiliates; BRT paid $698,000 in 2024 (22.0% of total allocations) .
- Affiliates and family ties: J. Gould holds senior roles at One Liberty, Majestic, and Georgetown; shares control of Gould Investors; extensive related-party ecosystem requires robust audit/committee oversight .
- “Services” fees paid to select executives/directors (not including J. Gould) totaled $1,618,248 in 2024 .
Compensation Structure Analysis
- Increased cash components (salary/bonus) in FY24 vs FY23, while equity grant fair value declined modestly, indicating a slight shift toward cash with continued emphasis on rigorous equity performance conditions .
- Equity mix remains meaningful (restricted stock 5-year cliff; RSUs 3-year performance vesting) with capped payouts and clawbacks, mitigating risk-taking incentives .
Risk Indicators & Red Flags
- Section 16 reporting: late filings in March 2024 associated with transactions by Gould Investors; indicates administrative control risk; remediation detail not provided .
- Related-party concentration: Gould Investors beneficially owns 20.4% of BRT; directors/officers as a group own ~42%, increasing potential for conflicts; requires vigilant independent committee oversight .
- COO resignation (Dec 2024): accelerated restricted stock vesting; forfeited RSUs; transitional execution risk around operating leadership .
- Hedging prohibited; no golden parachute tax gross-ups; no employment/severance agreements—reducing shareholder-unfriendly risk features .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval ~98% in 2023; board addressed investor feedback by appointing a Lead Independent Director (2023) and adding board diversity (2022) .
Compensation Committee and Peer Benchmarking
- Compensation Committee is fully independent and oversees risk; RSU peer group adjustment references FTSE Nareit Equity Apartment Index for TSR outcomes; broader cash pay benchmarking references similar-cap REITs, but specific peer list and target percentile not disclosed .
Investment Implications
- Strong alignment via substantial insider ownership (J. Gould 23.6%; Gould Investors 20.4%) and stock ownership guidelines; however, related-party network and shared control necessitate persistent oversight of conflicts and capital allocation discipline .
- Equity incentives are rigorous (AFFO/TSR CAGR) with prior RSUs (2022–2024) not vesting as of year-end 2024, signaling stringent hurdles; upcoming vesting schedules in 2025–2027 could create episodic selling pressure if awards vest and shares are monetized .
- Governance improvements (Lead Independent Director; diversity) and high say-on-pay indicate constructive shareholder engagement, but late Section 16 filings and family control are monitoring points for governance risk premia .
- At-will employment and absence of severance/gross-ups reduce downside for shareholders in adverse scenarios; change-of-control terms include equity acceleration, which investors should factor into transaction modeling .