Louis C. Grassi
About Louis C. Grassi
Independent director since 2003; age 69. CEO and Managing Director of Grassi Advisory Group, Inc. since 2023, and formerly Managing Partner of Grassi & Co. CPAs, P.C. (1980–2023). Serves as chairman of the audit committee at Flushing Financial Corp. and is designated the audit committee financial expert at BRT, reflecting deep accounting and audit expertise suitable for audit chair responsibilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BRT Apartments Corp. | Director | Since 2003 | Audit Committee Chair; Nominating Committee member; Audit financial expert |
| BRT Apartments Corp. | Audit Committee | Chair (financial expert) | 2024 committee roster shows chair; 4 meetings held |
| BRT Apartments Corp. | Nominating Committee | Member | 2024 committee roster shows membership; 3 meetings held |
| Grassi & Co. CPAs, P.C. | Managing Partner | 1980–2023 | Led national tax/accounting firm; extensive audit background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grassi Advisory Group, Inc. | CEO & Managing Director | Since 2023 | Consulting services to businesses/individuals |
| Flushing Financial Corp. | Director; Audit Committee Chair | Director since 1998 | Audit chair; governance/accounting expertise |
Board Governance
- Class II director nominee for a term expiring at the 2028 annual meeting; board is classified into three classes with staggered three-year terms .
- Independence: Board determined Grassi is independent under NYSE and SEC rules; all members of audit, compensation, and nominating committees were independent .
- Committee assignments and meeting cadence (2024): Audit—Chair and financial expert; Nominating—member; Audit met 4x, Compensation 5x, Nominating 3x .
- Attendance: In 2024, the board held 4 meetings and each director attended at least 75% of board and applicable committee meetings; 73% of directors attended the 2024 annual meeting .
- Audit Committee Report: Audit committee (chaired by Grassi) reviewed 2024 audited financials with management and E&Y, discussed PCAOB matters and auditor independence, and recommended inclusion of audited financials in the 10-K .
- Governance practices: Non-management directors hold executive sessions led by the Independent Lead Director; stock ownership guidelines apply (3x annual base retainer for non-management directors); anti-hedging policy prohibits short sales and hedging/monetizing transactions .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 54,100 | 76,055 | 130,155 |
- Director fee schedule (2024): Annual board retainer $23,000; committee retainers—Audit $5,750, Compensation $4,600, Nominating $3,450; meeting fees—$1,450 in-person, $875 by telephone; committee chair additional annual retainers—Audit $14,500, Compensation $14,500, Nominating $4,600 .
Performance Compensation
| Equity Component | Detail | Vesting/Terms | Value/Units |
|---|---|---|---|
| Annual Restricted Stock (non-management directors) | Awarded annually; 4,100 shares in 2024 | 5-year vesting; voting/distributions during vesting; acceleration upon specified events | 4,100 shares (2024) |
| Annual Restricted Stock (non-management directors) | Awarded annually; 4,250 shares in 2025 | Same vesting terms | 4,250 shares (2025) |
| Unvested Stock Awards (as of 12/31/2024) | Aggregate unvested awards | Scheduled to vest: 4,200 (Jan 2025), 4,000 (2026), 4,100 (2027), 4,100 (2028), 4,100 (2029) | 20,500 shares; Market value $369,615 at $18.03/share |
- No option awards or RSUs disclosed for non-management directors (RSUs disclosed only for Chairman Rosenzweig); directors receive time-based restricted stock with no performance metric overlay .
- Clawbacks: Company maintains clawback policies focused on executive incentive compensation and misconduct-related recovery; not specifically applicable to standard director restricted stock grants .
Other Directorships & Interlocks
| Company | Role | Potential Conflict Commentary |
|---|---|---|
| Flushing Financial Corp. | Director; Audit Committee Chair | Financial institution directorship; no disclosed related-party transactions with BRT; provides external audit/governance expertise . |
Expertise & Qualifications
- Audit committee financial expert designation; extensive audit/accounting leadership experience; chair of audit at a publicly traded bank—strong fit for BRT’s audit oversight and related-party transaction approval responsibilities .
- Background spans public-company governance and private practice leadership, supporting risk oversight across financial reporting, controls, and compliance .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Louis C. Grassi | 78,342 | <1% |
- Stock ownership guidelines: Non-management directors must hold at least 3x annual base retainer; measurement over a 5-year window using the most favorable stock price over the prior two years; company states named executive officers and non-management directors own meaningful amounts consistent with guidelines .
- Anti-hedging policy: Prohibits short sales, hedging/monetization, and speculative transactions by directors and other covered persons, reinforcing alignment with shareholders .
Governance Assessment
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Strengths
- Independence and oversight: Independent director; audit committee chair and financial expert; audit committee directly approves related-party transactions and oversees disclosure controls/internal controls, mitigating governance risks from affiliate dealings .
- Engagement: Board and committee meeting cadence with minimum 75% attendance met by all directors; formal audit committee report and PCAOB-required discussions indicate robust audit oversight .
- Alignment: Annual restricted stock grants with multi-year vesting, meaningful personal share ownership, and anti-hedging policy support long-term alignment .
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Watchpoints
- Related-party environment: Board-level concentration of ownership and affiliate relationships (e.g., Gould Investors) create elevated related-party oversight need—mitigated by audit committee approval of such transactions; continued vigilance warranted .
- Section 16 reporting: Proxy notes late filings by certain insiders in 2024; none attributed to Grassi, but signals the need for strong compliance processes across the organization .
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Net view: Grassi’s background and current roles suggest high audit effectiveness and independence, with tangible ownership and no disclosed personal conflicts or hedging/pledging. His audit chairmanship and expertise are positives for investor confidence in financial reporting and related-party scrutiny .