Jonathan H. Simon
About Jonathan H. Simon
Jonathan H. Simon, age 59, has served as an independent director of BRT Apartments Corp. since 2006 and is a Class I director with a term expiring at the 2027 annual meeting . He is President and Chief Executive Officer of The Simon Development Group, a private New York City-focused real estate firm, a position he has held since 1994, bringing more than 30 years of real estate operating and development experience to BRT’s board . In 2024, BRT’s board met four times and each director attended at least 75% of aggregate board and committee meetings; non‑management directors also meet regularly in executive sessions led by the Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Simon Development Group (private) | President & Chief Executive Officer | 1994–present | Leads a New York City-focused real estate development/ownership platform; brings >30 years of real estate experience to BRT |
External Roles
| Company/Organization | Role | Type | Dates | Notes |
|---|---|---|---|---|
| The Simon Development Group | President & CEO | Private company (not a public directorship) | 1994–present | NYC-focused real estate; not a public company board seat |
| Other public company boards | — | Public company board | — | No other public directorships disclosed in BRT’s 2025 proxy |
Board Governance
- Independence: The Board determined Jonathan H. Simon is independent under NYSE and SEC rules; all members of the audit, compensation, and nominating committees were independent in 2024 .
- Committee assignments (2024): Compensation Committee member (5 meetings held in 2024); not a chair. Audit Committee (4 meetings) chaired by Louis C. Grassi; Nominating Committee (3 meetings) chaired by Gary Hurand .
- Lead Independent Director: Jeffrey Rubin serves as Independent Lead Director and presides over executive sessions of independent directors .
- Attendance: In 2024, each director attended at least 75% of the aggregate number of board and applicable committee meetings; 73% of directors attended the 2024 annual meeting .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Board annual retainer (cash) | $23,000 | Non‑management directors |
| Committee member annual retainer | Audit: $5,750; Compensation: $4,600; Nominating: $3,450 | Members; chairs receive additional chair retainer (see below) |
| Meeting fees | In‑person: Board $1,450; Committees $1,150; By phone: $875 (board/committee) | Per meeting |
| Committee chair annual retainer | Audit: $14,500; Compensation: $14,500; Nominating: $4,600 | Paid in addition to committee member retainer |
| Independent Lead Director retainer | $10,000 | Role held by Jeffrey Rubin |
| 2024 cash fees earned (Simon) | $37,775 | As reported for 2024 |
Performance Compensation
| Equity Element | 2024 Award (Simon) | Vesting | 2025 Standard Award Level |
|---|---|---|---|
| Restricted Stock (annual grant) | $76,055 grant-date fair value | Five-year cliff vesting; holders vote and receive dividends during vesting | 4,250 shares to each non‑management director (standard level in 2025) |
Vesting schedule for Simon’s outstanding director stock awards at 12/31/2024:
- Unvested stock awards: 20,500 shares; market value $369,615 at $18.03 per share on 12/31/2024 .
- Scheduled vesting: Jan 2025: 4,200; Jan 2026: 4,000; Jan 2027: 4,100; Jan 2028: 4,100; Jan 2029: 4,100 shares (standard director schedule) .
Note: BRT’s annual director equity is time‑based restricted stock; no performance metrics are tied to director equity grants (unlike executive RSUs) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships | None disclosed for Simon |
| Committee interlocks | Compensation Committee members in 2024: Jeffrey Rubin (Chair), Alan H. Ginsburg, Jonathan H. Simon; no interlocks disclosed |
Expertise & Qualifications
- Background: President & CEO of The Simon Development Group since 1994; brings more than 30 years of real estate development/operations experience, primarily in New York City .
- Board contribution: Real estate operating and development expertise; entrepreneurial perspective relevant to multi‑family strategy .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 66,679 shares; under 1% of outstanding |
| Shares outstanding (record date) | 18,929,682 (as of 3/18/2025) |
| Unvested stock awards | 20,500 shares; $369,615 market value at 12/31/2024 ($18.03/share) |
| Pledged shares | None disclosed for Simon (pledge noted only for another director) |
| Spousal/family trusts | Excludes 425 shares held by his spouse in trust for a minor |
| Stock ownership guideline | Non‑management directors: 3x annual base retainer; 5 years to comply |
| Compliance status (board‑wide) | Company states all non‑management directors meet ownership guidelines |
Governance Assessment
-
Positives:
- Independent director with Compensation Committee service; all committee members independent .
- Solid engagement baseline (≥75% attendance in 2024) and regular executive sessions under Lead Independent Director .
- Equity alignment through multi‑year, time‑vested restricted stock; meaningful unvested stake outstanding .
- Anti‑hedging policy applies to directors; no pledging disclosed for Simon .
- Board‑wide stock ownership guideline in place; company reports compliance by all non‑management directors .
-
Watch items / potential red flags:
- Long tenure (on board since 2006) may draw investor scrutiny on refreshment/independence frameworks despite formal independence status .
- Broader BRT governance context includes significant related‑party relationships (e.g., Gould Investors ownership ~20.4% and shared services arrangements), though Simon is not named in related‑party transactions .
-
Broader shareholder sentiment context: Prior “say‑on‑pay” support was ~98% in 2023, indicating strong shareholder approval of compensation practices (contextual to board oversight) .
No related‑party transactions, loans, or other conflicts are disclosed for Jonathan H. Simon in the latest proxy; no Section 16(a) filing issues were reported for him in 2024 .