Mitchell Gould
About Mitchell Gould
Executive Vice President at BRT Apartments Corp. (Named Executive Officer). He is a full‑time executive compensated directly by BRT; responsibilities include multi‑family property activities and corporate operations alongside other full‑time NEOs . Company performance context during 2022–2024: BRT’s cumulative TSR (value of initial $100 investment) was $85.73 (2022), $85.67 (2023), and $88.05 (2024), while net income was $50.0M (2022), $3.9M (2023), and $(9.8)M (2024) . Education, age, and prior roles for Mr. Gould are not disclosed in the proxy materials reviewed.
Past Roles
Not disclosed in the proxy documents reviewed .
External Roles
Not disclosed in the proxy documents reviewed .
Fixed Compensation
| Year | Base Salary ($) | Cash Bonus ($) |
|---|---|---|
| 2022 | 467,851 | 55,100 |
| 2023 | 467,224 | 55,100 |
| 2024 | 470,818 | 55,100 |
- 2025 base salary set at $373,779 as he will work four days per week .
Performance Compensation
Equity Awards Granted (structure, metrics, and grants)
- Equity design: Restricted Stock (5‑year cliff) and RSUs (3‑year, 50% AFFO CAGR; 50% TSR CAGR; TSR leg has ±25% peer adjustment vs FTSE Nareit Equity Apartment Index) .
- 2024 plan metrics: AFFO CAGR thresholds 4%/6%/8% (threshold/target/maximum); TSR CAGR 5%/8%/11% (threshold/target/maximum) .
- Vesting economics: RSUs include dividend equivalent rights that pay only if underlying units vest .
| Grant Year | Grant Date | Instrument | Shares/Units | Threshold | Target | Maximum | Grant Date FV per unit ($) |
|---|---|---|---|---|---|---|---|
| 2023 | 1/5/23 | Restricted Stock | 8,900 | — | — | — | 19.18 |
| 2023 | 6/27/23 | RSU-TSR | — | 1,313 | 2,625 | 5,250 | 10.34 |
| 2023 | 6/27/23 | RSU-AFFO | — | 1,313 | 2,625 | 5,250 | 19.67 |
| 2024 | 1/11/24 | Restricted Stock | 8,500 | — | — | — | 18.55 |
| 2024 | 7/16/24 | RSU-TSR | — | 1,313 | 2,625 | 5,250 | 9.46 |
| 2024 | 7/16/24 | RSU-AFFO | — | 1,313 | 2,625 | 5,250 | 18.59 |
| 2025 (for 2024 svc) | 1/13/25 | Restricted Stock | 6,960 | — | — | — | 17.02 |
Notes:
- TSR RSUs are subject to a ±25% peer adjustment; table does not reflect peer adjustment shares .
- Grants align with committee’s emphasis on equity as a significant component of pay; for 2024, equity awards comprised 37% of Mitchell’s base annual compensation; in 2023, 44% .
Payouts/Vesting realized (2024)
| Metric | Shares Vested in 2024 | Value on Vest ($) |
|---|---|---|
| RS/RSU combined | 17,621 | 314,608 |
- 2024 vesting composition included RSUs where 100% of AFFO units vested and 26.1% of TSR units vested for that cycle across NEOs; Mitchell’s table shows 6,821 RSUs included in his 2024 vesting .
Plan Rigor (evidence)
- As of 12/31/2024, none of the RSUs awarded in 2022–2024 would have vested, underscoring rigorous targets .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 120,543 shares; <1% of outstanding as of 3/18/2025 . |
| Unvested Restricted Stock (12/31/2024) | 53,850 shares; $970,916 market value at $18.03 . |
| Unvested RSUs (max incl. peer adj.) (12/31/2024) | 35,197 units; $634,606 market/payout value at $18.03 . |
| Hedging policy | Hedging/short‑term speculative transactions prohibited for officers/directors/employees . |
| Clawback policy | NYSE‑compliant clawback; additional clawbacks for misconduct and cause terminations . |
| Stock ownership guidelines | Full‑time NEOs: 2x current base salary; five years to comply; company states all NEOs meet guidelines . |
| Pledging | No pledging disclosed for Mitchell; separate disclosures show pledges for other individuals, not for him . |
Upcoming vesting schedule for Mitchell (supply overhang/insider selling pressure)
| Year | Restricted Stock Scheduled to Vest (shares) | RSUs Scheduled (Max, subject to performance/peer adj.) |
|---|---|---|
| 2025 | 10,000 | 11,572 (max) |
| 2026 | 8,750; plus June 2026 RS vests 8,800 | 11,813 (max) |
| 2027 | 8,900 | 11,813 (max) |
| 2028 | 8,900 | — |
| 2029 | 8,500 | — |
- RSUs vest only if performance/market conditions are met; dividend equivalents pay only on vested units .
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement | None; employment is “at will” . |
| Severance | No severance arrangements; accelerated vesting possible upon death, disability, retirement (“DDR Event”) or change of control per plan terms . |
| Change‑of‑Control treatment | RSUs: pro‑rata vesting if CoC occurs in first half of cycle; full vesting if CoC in second half; Restricted Stock generally vests on CoC . |
| Clawback | NYSE‑mandated clawback and additional clawback provisions (restatements/misconduct/for‑cause) . |
| Anti‑hedging | Prohibits hedging/shorting/speculative transactions by covered persons . |
| Ownership guidelines | Full‑time NEOs must hold ≥2x salary; five‑year compliance window; firm states NEOs meet guidelines . |
Compensation Structure Analysis
- Cash vs equity mix shifting modestly toward cash: equity as a % of base annual comp declined from 44% (2023) to 37% (2024) for Mitchell, reducing performance leverage but lowering retention risk from underwater equity .
- Performance rigor remains high: as of YE2024, none of the 2022–2024 RSUs would have vested on then‑to‑date results; TSR legs subject to peer adjustments; AFFO/TSR CAGRs require sustained multi‑year execution .
- Discretionary annual cash bonus flat ($55,100) in 2022–2024; committee indicated no increase needed for 2024 performance .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval ~98% (June 2023), which the committee viewed as supportive of pay practices .
- Governance practices include independent comp committee, capped LTI payouts, NYSE clawback, and anti‑hedging .
Performance & Track Record (company context during his tenure as NEO)
| Year | TSR value of $100 | Net Income ($M) |
|---|---|---|
| 2022 | 85.73 | 50.0 |
| 2023 | 85.67 | 3.9 |
| 2024 | 88.05 | (9.8) |
- 2024 vesting outcomes across NEOs indicate 100% AFFO units and partial TSR unit vesting, suggesting AFFO performance outpaced TSR relative thresholds for the completed cycle .
Investment Implications
- Alignment and retention: High ownership requirements and multi‑year, performance/market‑conditioned RSUs align incentives and create retention hooks; Mitchell holds 53.9K unvested RS and 35.2K max RSUs that extend into 2029, reducing near‑term flight risk but creating multi‑year vest‑related supply overhang if performance goals are met .
- Pay‑for‑performance: Equity remains a meaningful share of total comp (37% of base annual comp in 2024), but the decline from 2023 suggests slightly less performance leverage year over year; rigorous AFFO/TSR hurdles and peer‑adjusted TSR support investor alignment .
- Liquidity/pledging risk: No pledging disclosed for Mitchell; firm prohibits hedging; ownership guidelines achieved—both supportive for alignment and reduced adverse trading signals .
- Event risk: No employment/severance protection; CoC provisions can accelerate equity, which could impact dilution and share overhang in a transaction scenario; note 280G “best‑net” cut/keep approach (no tax gross‑ups) .
- Near‑term supply: 2025 scheduled vesting of 10,000 RS and up to 11,572 RSUs (performance contingent) could add to float if shares are sold to cover taxes or diversify; monitor upcoming vest windows and 10b5‑1 filings around mid‑year performance assessments .
Citations: