Steven Rosenzweig
About Steven Rosenzweig
Steven Rosenzweig serves as Senior Vice President – Legal at BRT and is an executive officer of the managing general partner of Gould Investors, with compensation structured through a shared services framework rather than a traditional employment agreement . The company’s long‑term incentive design emphasizes multi‑year TSR and AFFO growth for RSU vesting, with a 2023–2026 performance cycle and peer group relative TSR adjustments, indicating pay-for-performance alignment at the enterprise level . Education, age, and tenure for Mr. Rosenzweig are not disclosed in the company’s proxy materials .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BRT Apartments Corp. | Senior Vice President – Legal | Not disclosed | Legal leadership, governance, SEC/NYSE compliance via shared services structure |
| Managing GP of Gould Investors | Executive Officer | Not disclosed | Cross-entity oversight, shared management infrastructure and services |
External Roles
| Organization | Role/Relationship | Years | Notes |
|---|---|---|---|
| Gould Investors L.P. (Managing GP) | Executive Officer | Not disclosed | Serves concurrently; part of shared services ecosystem operating across affiliated entities |
| Majestic Property Management Corp. | Compensation recipient | 2022–2023 | Received compensation from Majestic Property; role not specified in proxy |
Fixed Compensation
Compensation for Mr. Rosenzweig is not paid via a BRT employment agreement; rather, “Services” payments are made by BRT, and his base salary/bonus/perquisites at his principal employer are allocated to BRT under a shared services agreement .
| Metric | 2021 | 2022 | 2023 | 2024 | 2025 (planned) |
|---|---|---|---|---|---|
| Services Compensation ($) | $268,700 | $298,148 | $334,415 | $374,293 | $398,699 |
| Allocated to BRT: Salary/Bonus/Benefits ($) | $268,234 | $281,908 | $236,698 | $180,859 | Not disclosed |
| Base Salary ($) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| Target Bonus (%) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
Notes:
- Part-time executive officers’ base salary and bonus are allocated under the shared services agreement based on estimated time devoted; bonuses for part-time executives follow the same allocation method, with determinations described as highly subjective .
Performance Compensation
BRT’s long-term equity and long-term equity incentive awards for executives and related parties include restricted stock and RSUs. Mr. Rosenzweig received equity awards in recent years, but individual grant share counts and award-specific targets for him are not disclosed; grant date fair value is disclosed below .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| RSU – TSR CAGR (2023–2026) | Not disclosed | Compounded annual TSR growth targets (threshold/target/max set per award) | Not yet determined | Vests based on performance; ±25% adjustment vs FTSE Nareit Equity Apartment Index (excluding student housing) top/bottom quartile | Generally 2026, subject to continued service; dividend equivalents paid only if/when RSUs vest |
| RSU – AFFO CAGR (2023–2026) | Not disclosed | Compounded annual AFFO growth targets (threshold/target/max set per award) | Not yet determined | Vests based on performance relative to AFFO benchmarks | Generally 2026, subject to continued service |
Grant Date Fair Value – Equity Awards (Restricted Stock and RSUs)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Grant Date Fair Value ($) | $391,658 | $259,297 | $236,824 | $264,920 |
Plan Features and Governance:
- No dividends on unearned RSUs; dividend equivalents are paid only if/when RSUs vest .
- No guaranteed bonuses or guaranteed equity grants; awards are discretionary and at-risk .
- Clawbacks apply to cash and equity incentives (including vested/unvested) under NYSE rules; additional clawbacks apply in the event of restatements due to misconduct and termination for cause .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial Ownership (shares) | Not disclosed for Steven Rosenzweig in the security ownership table excerpts reviewed . |
| Ownership Guidelines | Part-time NEOs: 2× allocated base salary (measured annually as of Dec 31; price uses most favorable price over prior two years) . |
| Compliance vs Guidelines | Not disclosed for Steven Rosenzweig . |
| Hedging Policy | Prohibits short sales, hedging/monetization strategies, and speculative short-term trading for directors, officers, employees, shared services personnel, and certain relatives . |
| Pledging | No explicit anti-pledging prohibition disclosed; the security ownership footnotes indicate pledged shares exist for at least one person, but no pledge disclosure is identified for Steven Rosenzweig in the excerpts reviewed . |
| Vested vs Unvested Awards | Not disclosed at individual level for Steven Rosenzweig . |
| Options (exercisable/unexercisable) | Not disclosed for Steven Rosenzweig; recent awards are restricted stock/RSUs . |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | None; officers are employed “at will” . |
| Severance | None; no severance or similar arrangements. Accelerated vesting of restricted stock/RSUs upon death, disability, retirement, or change of control . |
| Change-of-Control | Equity vesting accelerated upon change of control (equity awards); severance not provided; triggers described at a high level, not specified as single/double trigger . |
| Clawbacks | Compliant with NYSE rules; recovery of incentive compensation if restatements occur; additional clawbacks for misconduct and termination for cause . |
| Non-Compete / Non-Solicit / Garden Leave | Not disclosed for Steven Rosenzweig . |
| Insider Trading | Insider trading policies in place; designed to ensure compliance with laws and NYSE requirements . |
| Defined Contribution Plan | Company makes annual contributions for officers paid directly by BRT; shared services entities make contributions for their employees; individual contribution amounts for Steven Rosenzweig not identified in reviewed excerpts . |
Related Party Transactions
- Steven Rosenzweig is part of the Gould Investors/One Liberty/Majestic ecosystem with shared services, and received compensation from Majestic Property (amounts not broken out here as they are not included in BRT’s NEO Summary Compensation Table) .
- Services payments from BRT and allocations under the shared services agreement for Steven are summarized above; BRT’s allocated share of common G&A expenses across the group was ~22.3% in 2023 and ~22.0% in 2024, with Steven among the only part-time executive officers whose allocated compensation exceeded $120,000 in those years .
Compensation Structure Analysis
- Shift in mix: Mr. Rosenzweig continues to receive annual Services compensation from BRT, increasing from $268.7k (2021) to $398.7k (planned 2025) while equity awards remain a meaningful, performance-oriented component via restricted stock/RSUs .
- Performance linkage: RSU vesting tied to TSR and AFFO CAGR over 2023–2026, with peer group relative TSR adjustments, reinforcing a multi-year, market-and-fundamentals alignment; individual award weightings/targets for Steven are not disclosed .
- Governance protections: No employment agreements or severance; robust clawback policy; no hedging; no dividends on unearned RSUs .
- Related-party complexity: Compensation and services flow through shared services structures with Gould Investors and Majestic, which warrants continued audit committee oversight for conflicts and alignment .
Investment Implications
- Alignment: The use of RSUs tied to TSR/AFFO supports pay-for-performance alignment; however, lack of disclosed individual targets/weighting/payouts for Steven reduces transparency at the executive level .
- Retention and selling pressure: No employment agreement or severance suggests limited guaranteed retention economics; insider selling pressure cannot be assessed from these filings alone due to absence of individual Form 4 detail; hedging bans reduce misalignment risk .
- Governance risk: Related-party services and compensation (Majestic/Gould Investors) indicate structural complexity; investors should monitor audit committee oversight and any pledged share disclosures; no pledge disclosure was identified for Steven in the excerpts reviewed .
- Trend: Services compensation has grown steadily, and equity awards remain recurring; continued reliance on multi-year TSR/AFFO metrics ties upside to value creation, but individual executive-level disclosure remains sparse .