S. Asher Gaffney
About S. Asher Gaffney
S. Asher Gaffney serves as Vice President, Corporate Secretary and Counsel at BRT Apartments Corp., with officer roles documented since at least 2018 (Secretary in 2019–2021; Vice President and Corporate Secretary in 2023–2025) . He provides legal counsel on corporate and securities matters, including authoring legality opinions in S‑8 registrations, and is eligible to participate in BRT’s incentive plans . As context for performance alignment, BRT’s Pay‑vs‑Performance shows a $100 TSR value of $88.05 in 2024 (vs. $85.67 in 2023 and $85.73 in 2022) and net income of $(9.8) million in 2024 (vs. $3.9 million in 2023 and $50.0 million in 2022) .
| Company Performance Context | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of initial $100 | 85.73 | 85.67 | 88.05 |
| Net Income ($mm) | 50.0 | 3.9 | (9.8) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BRT Apartments Corp. | Secretary | 2019–2021 | Corporate secretary function supporting board/governance and SEC processes; signer of annual meeting materials . |
| BRT Apartments Corp. | Vice President & Corporate Secretary | 2023–2025 | Expanded officer role with corporate secretary responsibilities; signer of annual meeting materials . |
| BRT Apartments Corp. | Counsel | Ongoing | Delivered S‑8 legality opinions; Maryland corporate law expertise noted . |
External Roles
- No external public-company directorships or committee roles are disclosed for Mr. Gaffney in the BRT filings reviewed .
Fixed Compensation
- Not disclosed separately: Mr. Gaffney is not a named executive officer (NEO) in BRT’s proxy, which as a smaller reporting company limits detailed compensation disclosure to the CEO and other specified NEOs .
- Employment framework (applies to executive officers): at‑will employment; no employment agreements or severance arrangements, with exceptions only for equity acceleration on specified events (see below) .
Performance Compensation
BRT’s long‑term incentive design for officers uses restricted stock (5‑year cliff vesting) and 3‑year performance‑based RSUs tied to AFFO and TSR; officers (full-time and part-time) are broadly eligible, and Mr. Gaffney is eligible to participate in the plan, though individual awards for him are not disclosed .
| Metric | Weight | Threshold (CAGR) | Target (CAGR) | Max (CAGR) |
|---|---|---|---|---|
| Adjusted Funds from Operations (AFFO) | 50% | 4% | 6% | 8% |
| Total Stockholder Return (TSR) | 50% | 5% | 8% | 11%+ |
- RSUs vest over three years if performance goals are met; TSR-linked RSUs include a peer adjustment versus the FTSE Nareit Equity Apartment Index (+25%/-25% in top/bottom quartile), and carry dividend equivalent rights payable only on earned shares .
- Restricted stock typically vests on a 5‑year cliff; dividends are paid during vesting on restricted stock (not on unearned RSUs) .
Equity Ownership & Alignment
- Beneficial ownership: Mr. Gaffney disclosed ownership as corporate secretary/counsel in registration statements; in 2020 he noted 20,650 shares; later statements indicate “less than 0.2%” (2022) and “up to 0.5%” (2024) of outstanding shares, reflecting plan participation/eligibility rather than precise counts in 2024 .
| Date/Source | Disclosure | Notes |
|---|---|---|
| Nov 6, 2020 (S‑8) | “may be deemed to beneficially own 20,650 shares” | As corporate secretary/counsel, with S‑8 legality opinion. |
| Jun 14, 2022 (S‑8) | “may be deemed to beneficially own less than 0.2%” | As Vice President & Corporate Secretary (title noted in S‑8 set). |
| Jun 11, 2024 (S‑8) | “may be deemed to beneficially own up to 0.5%” | As Vice President & Corporate Secretary, eligible for 2024 Plan. |
- Plan eligibility: Mr. Gaffney is eligible to participate in BRT’s 2020, 2022 and 2024 incentive plans; specific grant amounts to him are not disclosed .
- Anti‑hedging policy: BRT prohibits hedging/short sales and speculative transactions in its securities by directors, officers and employees, which mitigates misalignment/hedging risks .
- Stock ownership guidelines apply to NEOs and non‑management directors (CEO 4x salary; other NEOs 2x; directors 3x retainer); guidelines are not stated to apply to non‑NEO officers such as the Corporate Secretary .
Employment Terms
- At‑will; no employment or severance agreements for executive officers, and no tax gross‑ups; equity can accelerate on specified events .
- Equity acceleration/vesting mechanics:
- Restricted stock: full vest on death, disability or retirement (DDR), or upon change of control .
- RSUs: pro‑rata vest at end of cycle following a DDR event (based on time elapsed) if performance conditions are met; on change of control, pro‑rata vest if within first half of performance cycle, then full vest thereafter .
- Clawbacks: NYSE‑compliant policy to recover incentive compensation (cash and equity, vested/unvested) based on erroneous financial data; additional clawback/forfeiture for termination for cause; CEO/CFO reimbursement under Sarbanes‑Oxley in event of restatement due to misconduct .
Investment Implications
- Pay‑for‑performance framework and anti‑hedging rules indicate alignment, with long‑dated restricted stock and 3‑year performance RSUs tied to AFFO and TSR; if Mr. Gaffney receives awards, the multi‑year vesting structure limits near‑term sell pressure and links realizable pay to results .
- Governance risk appears moderated by at‑will employment, absence of severance/gross‑ups, and robust clawbacks; change‑of‑control terms provide standard acceleration but without cash parachutes disclosed for non‑NEO officers .
- Ownership is modest at the officer level based on S‑8 disclosures (less than 0.5%), suggesting limited individual trading signal from holdings alone; no pledging by Mr. Gaffney is disclosed in the filings reviewed, and hedging is prohibited for officers .
- Company TSR and net income trends were mixed over 2022–2024 (TSR roughly flat to modestly higher; net income volatile), which is reflected in rigorous RSU metrics that have not vested in several recent cycles as of year‑end 2024, indicating tightening performance gates across management incentives broadly .