Matthew J. Gould
About Matthew J. Gould
Matthew J. Gould (age 65) is a long-tenured BRT executive and director, serving as Senior Vice President since 1993 and as a director since 2001, with more than 40 years of real estate experience in evaluating, managing, financing, acquiring, and selling properties . He is not an independent director (he is an executive officer and shares control of affiliates) in a board structure led by Chairman Israel Rosenzweig, with Jeffrey Rubin as Lead Independent Director . For context on pay-for-performance alignment, BRT’s three-year pay-versus-performance table shows cumulative TSR values (base $100) of 85.73 (2022), 85.67 (2023), and 88.05 (2024), with net income of $50.0m (2022), $3.9m (2023), and $(9.8)m (2024) .
Company performance (context)
| Year | TSR value of $100 (year-end) | Net Income ($m) |
|---|---|---|
| 2022 | 85.73 | 50.0 |
| 2023 | 85.67 | 3.9 |
| 2024 | 88.05 | (9.8) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BRT Apartments Corp. | Senior Vice President | Since 1993 | Senior executive leadership across real estate functions |
| BRT Apartments Corp. | Director (Class II) | Since 2001; term to 2028 | Long-tenured board member with deep company/industry knowledge |
| One Liberty Properties, Inc. | President (1989–1999); Director & SVP (1999–2011); Vice Chairman (2011–2013); Chairman (since 2013) | 1989–present | Oversight and leadership at a public REIT; extensive governance and capital allocation experience |
| Georgetown Partners LLC | President (1996–2012); Chairman/Manager (since 2013) | 1996–present | Managing general partner of Gould Investors; control oversight of affiliated platform |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Rainbow MJ Advisors | Chief Executive Officer | Since 2019 | Manages real estate loans/investments in the cannabis industry |
| Evelo Biosciences, Inc. | Director | Since 2024 | Public-company board exposure in adjacent sector |
| MJ Real Estate Investment Trust (private REIT) | Director | Since 2022 | REIT investing alongside licensed cannabis operators |
Board Governance (director service, committee roles, independence)
- Board service: Director since 2001; Class II director nominated through the 2028 annual meeting .
- Committees: Not listed on the Audit, Compensation, or Nominating committees for 2024 .
- Independence: Not included among independent directors; board affirms committee members are independent .
- Attendance: In 2024, the board met four times; each director attended at least 75% of board/committee meetings .
- Leadership/mitigants: Independent Lead Director (Jeffrey Rubin) presides over executive sessions and participates across committees .
Fixed Compensation
| Component | 2023 ($) | 2024 ($) | 2025E ($) | Notes |
|---|---|---|---|---|
| Fees for “Services” (consulting-like responsibilities defined by BRT) | 278,018 | 291,919 | 307,974 | Services include investment/long-term planning, banking/financing relationships, and property analysis; amounts set/recommended by CEO and committees |
| Base salary from BRT | — | — | — | He is an executive officer who does not receive base salary or bonus directly from BRT; he is compensated for Services and via equity awards |
Program features and policies
- No employment agreements; all officers are “at will” .
- No traditional severance arrangements; accelerated vesting of equity only upon specified events (death, disability, retirement, change of control) .
- No excise tax gross-ups; parachute cutback applies if 280G excise tax would otherwise be due .
Performance Compensation
BRT emphasizes equity as the performance lever, with long-term restricted stock and three-year RSUs:
- Plan design and metrics:
- RSUs: 3-year performance cycle; 50% based on AFFO CAGR and 50% based on TSR CAGR; TSR portion subject to peer group relative adjustment (FTSE Nareit Equity Apartment Index) .
- Threshold/Target/Max: TSR CAGR 5%/8%/11%+; AFFO CAGR 4%/6%/8% .
- Restricted stock: 5-year cliff vesting; dividends payable during vesting period .
- Historical rigor: None of the 2022–2024 RSUs would have vested as of Dec 31, 2024, indicating challenging goals .
Awards disclosed for Matthew J. Gould (grant-date accounting values)
| Year | Equity awards (restricted stock + RSUs) – grant date fair value ($) | Notes |
|---|---|---|
| 2023 | 587,616 | Accounting grant-date values per ASC 718; does not equal realized value |
| 2024 | 555,486 | As above; vesting subject to five-year service (RS) and three-year performance/market conditions (RSUs) |
Vesting cadence (supply watchpoints)
- RS grants are generally made in January with 5-year cliff vesting; RSUs are generally granted in June/July with a 3-year performance cycle and vest contingent upon metric achievement; dividend equivalents on RSUs pay only if units vest .
Equity Ownership & Alignment
Total beneficial ownership and alignment
| Metric | Amount |
|---|---|
| Shares beneficially owned | 4,463,912 |
| Ownership as % of shares outstanding | 22.6% (based on 18,929,682 shares) |
| Components of ownership | 114,832 shares owned directly; 20,874 shares by a pension trust (shared voting/investment power); 24,508 shares by a charitable foundation (shared power); 37,558 shares in a family trust (trustee); 29,347 shares via an LLC (manager); 3,857,159 shares held by Gould Investors L.P.; he shares control of the managing general partner (Georgetown Partners) |
| Large affiliate stake context | Gould Investors L.P. owns 3,857,159 shares (20.4%); Georgetown Partners is its managing general partner; Matthew and Jeffrey A. Gould may be deemed to control Georgetown Partners and Gould Investors |
Ownership policies and pledging/hedging
- Stock ownership guidelines: CEO 4x salary; full-time NEOs 2x salary; part-time NEOs 2x allocated base salary; non-management directors 3x annual retainer; five-year compliance window; company states NEOs and non-management directors own meaningful amounts consistent with guidelines .
- Hedging: Prohibited for directors, officers, employees, and covered persons (no shorts/hedges/monetization) .
- Pledging: Not expressly prohibited; one director (Jeffrey Rubin) discloses 34,410 shares pledged; no pledging is disclosed for Matthew J. Gould in the beneficial ownership footnotes .
Employment Terms
- At-will employment; no employment agreements .
- Change-of-control and DDR events (death, disability, retirement):
- RSUs: proportional or full vesting depending on event timing in cycle; change-of-control vests proportionally if in first half, otherwise full .
- Restricted stock: full vesting upon death, disability, retirement, or change-of-control .
- Clawbacks: NYSE-required clawback for restatements; additional clawbacks for misconduct (including forfeiture of options/RS/RSUs upon “for cause” termination), and potential reimbursement by CEO/CFO under SEC rules; company may adopt additional clawbacks .
Related Party Transactions (governance red flags to monitor)
- Services compensation: Matthew J. Gould received $278,018 (2023), $291,919 (2024), and is anticipated to receive $307,974 (2025) for Services; these are determined/recommended by management and approved by committees .
- Shared services: BRT shares office/services with Gould Investors, One Liberty, and Majestic; allocations under a shared services agreement; BRT paid $698,000 in 2024 for its share of common G&A .
- Family/affiliate relationships: Matthew is the son of director Fredric H. Gould and brother of CEO Jeffrey A. Gould; he shares control of the managing general partner of Gould Investors (a 20.4% holder of BRT) .
Performance & Track Record
- RSU rigor: As of year-end 2024, none of the 2022–2024 executive RSUs would have vested, signaling stringent performance hurdles (AFFO/TSR) .
- Pay-versus-performance: Company-reported “compensation actually paid” decreased vs SCT totals as equity fair values trued up; cumulative TSR near flat-to-slightly up over 2022–2024; net income turned negative in 2024 .
Compensation Committee & Say-on-Pay
- Compensation committee: Chaired by Independent Lead Director Jeffrey Rubin; committee fully independent .
- 2023 say-on-pay: Approximately 98% approval of executive compensation determinations and practices (June 2023) .
- Peer benchmarking: Full-time officer base salaries targeted vs similar market-cap REITs in the region; RSU TSR peer comparator is the FTSE Nareit Equity Apartment Index for relative adjustment .
Director Compensation (for context; excludes Matthew as a management director)
- Non-management directors receive cash retainers/meeting fees and annual restricted stock (five-year vesting); 4,100 shares (2024) and 4,250 shares (2025) per non-management director .
- The director compensation table excludes executive/management directors (including Matthew J. Gould) .
Risk Indicators & Red Flags
- Concentrated control/affiliates: Matthew shares control of Gould Investors’ managing general partner; Gould Investors owns ~20.4% of BRT .
- Related-party economics: Ongoing Services fees to Matthew and family/affiliate roles present persistent related-party optics .
- Pledging not prohibited: While hedging is banned, pledging occurs at the board level (Rubin), indicating policy latitude; no pledging disclosed for Matthew .
- Section 16 reporting: In March 2024, Jeffrey A. Gould and Matthew J. Gould (as persons who may be deemed to control Gould Investors) filed three Form 4 reports approximately one week late for Gould Investors’ transactions .
Investment Implications
- Alignment vs control: Matthew’s very large beneficial stake (22.6%) and shared control of a 20.4% holder create strong economic alignment but also amplify governance/control risk (related parties, potential minority shareholder concerns) .
- Pay-for-performance rigor: Equity is the core incentive lever with challenging AFFO/TSR hurdles; absence of cash severance and use of clawbacks are shareholder-friendly features, but related-party Services fees warrant monitoring .
- Supply/vesting dynamics: Equity vests primarily in January (5-year restricted stock) and post three-year cycles for RSUs granted mid-year; monitor 10b5-1 plans and open windows around these dates for potential insider selling pressure, though no personal pledging was disclosed for Matthew .
- Governance mitigants: Independent Lead Director structure, independent compensation committee, and strong say-on-pay support provide counterweights, but persistent affiliate ties and concentrated ownership remain the key governance variables to underwrite .