Allan Tubin
About Allan Tubin
Allan Tubin is FREIT’s Chief Financial Officer and Treasurer (appointed February 2019) and concurrently CFO of Hekemian & Co., FREIT’s external manager; he is 86 years old and qualifies as an SEC “Audit Committee Financial Expert,” though he is not a director and therefore not independent under NASDAQ rules . FREIT is externally managed and does not retain executive officers on an exclusive basis, with Tubin responsible for corporate/project finance, budgeting, tax planning, accounting, and SEC compliance for FREIT . Company performance context: revenues and EBITDA were broadly stable over FY2022–FY2024, while net income fluctuated; see table below (values marked with * retrieved from S&P Global).
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $30.836 million* | $27.879 million* | $28.078 million* |
| EBITDA ($USD) | $12.157 million* | $11.313 million* | $11.397 million* |
| Net Income ($USD) | $45.992 million | $0.760 million | $15.852 million |
Values retrieved from S&P Global for cells marked with *.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hekemian & Co. | Chief Financial Officer | 1996–present | Leads corporate/project finance, budgeting, tax planning; member of acquisitions and development due diligence team supporting forecasting/modeling for FREIT |
| Donaldson, Lufkin & Jenrette | CFO for international real estate activities | Pre-1996 | Oversaw international real estate finance; foundation for RE finance leadership |
| Ernst & Young | Certified Public Accountant | Early career (pre-DLJ) | Accounting/audit grounding supporting SEC compliance and controls |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hekemian & Co. | Chief Financial Officer | 1996–present | External manager to FREIT; key interface for management agreement execution, property finance, and SEC compliance |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($USD) | $40,000 | $43,244 (prorated after March 9, 2023 raise to $45,000) | $45,000 |
| Target Bonus (%) | — (no bonus program for executive officers) | — | — |
| Actual Bonus Paid ($USD) | — | — | — |
| Perquisites | Not disclosed; FREIT states no other compensation/perquisites to executive officers beyond salary and equity plan | — | — |
Notes: Compensation Committee increased CFO base salary from $40,000 to $45,000 effective March 9, 2023 (prorated in FY2023) .
Performance Compensation
FREIT does not pay non-equity incentive compensation, performance units/shares, or bonuses to executive officers; the only plan is the Equity Incentive Plan (directors receive equity awards; executive officers do not receive performance equity in disclosed periods) .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable (no executive bonus/LTIP) | — | — | — | — | — |
Equity Incentive Plan change-of-control terms: options become exercisable and restricted share awards become free of restrictions upon a “change in control” or sale of substantially all assets; as of FY2024, executive officers/directors collectively had no unexercised options outstanding .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 13,662 shares (CFO Tubin) |
| Shares outstanding basis | 7,471,344 shares outstanding as of May 20, 2025 |
| Ownership % of shares outstanding | ~0.183% (calculated: 13,662 / 7,471,344; basis values cited above) |
| Vested vs unvested | No outstanding options or restricted shares for Tubin; table shows none |
| Options (exercisable/unexercisable) | None outstanding for Tubin |
| Pledged shares | No pledging disclosed for Tubin; pledging disclosed for other insiders, not Tubin |
| Hedging policy | Hedging prohibited for directors/officers (e.g., puts/calls/swaps) |
| Stock ownership guidelines | Not disclosed for executive officers; directors receive annual equity awards |
Employment Terms
- No employment contracts for executive officers; no severance or compensatory plan triggered by resignation/retirement or change-in-control at the executive level .
- Equity Plan acceleration on change-in-control or sale of substantially all assets applies only to outstanding options/restricted awards; Tubin has none outstanding as of FY2024 .
- FREIT is externally managed by Hekemian & Co.; the Management Agreement renews automatically and includes termination fees (including 2.5× termination fee upon a merger/acquisition scenario). Executive officers (including Tubin) are not exclusive to FREIT; Hekemian & Co. manages FREIT properties and receives fees/commissions under the agreement .
- Insider trading policy bars trading with MNPI and prohibits hedging; Section 16(a) compliance reported as timely for FY2024 .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $30.836 million* | $27.879 million* | $28.078 million* |
| EBITDA ($USD) | $12.157 million* | $11.313 million* | $11.397 million* |
| Net Income ($USD) | $45.992 million | $0.760 million | $15.852 million |
Values retrieved from S&P Global for cells marked with *.
Context and governance: Tubin is designated as an Audit Committee Financial Expert by the Board and provides certifications and reports under SOX, reflecting his role in disclosure controls and internal controls . The Compensation Committee reviews other REIT compensation generally but emphasizes that FREIT is externally managed and executive officers are not full-time/exclusive; pay levels are set to reflect limited time commitment and scope .
Related Party Transactions and Governance Considerations
- Rotunda Notes: FREIT advanced capital to Hekemian & Co. employees (including Allan Tubin) to invest in Rotunda 100; initial aggregate ~$1.9 million (approx. $1.8 million to R.S. Hekemian Jr., D.B. Hekemian, and Tubin), later increased aggregate to $4.0 million (with ~$3.8 million to those three), secured by interests, floating interest at LIBOR+225 bps, multiple extensions; repayments tied to refinancing/cash distributions .
- Management Agreement fees: Management fees at 4–5% of rents collected; fees and reimbursements to Hekemian & Co. disclosed (e.g., ~$1.351 million management fees and ~$563k commissions/reimbursements in FY2024) .
- Committee independence: Tubin is an executive officer of both FREIT and Hekemian & Co., and not a director; thus he is not independent under NASDAQ rules .
Compensation Structure Analysis
- Year-over-year: CFO cash salary increased from $40k (FY2022) to $45k (FY2024) with a prorated step-up in FY2023; no bonus or performance pay elements disclosed, reflecting the externally managed model and limited time commitment .
- Mix: Compensation for executive officers is predominantly fixed cash; no RSUs/PSUs/options granted to Tubin in FY2022–FY2024; directors receive equity awards in lieu of cash retainers .
- Change-in-control/vesting: Plan-level acceleration exists, but no outstanding awards for Tubin to accelerate .
- Clawbacks/tax gross-ups: Not disclosed; hedging is prohibited .
Equity Ownership & Alignment (Detail)
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Allan Tubin | 13,662 | ~0.183% (calculated from 7,471,344 shares outstanding) | No pledged shares disclosed for Tubin |
Board Governance (for context)
- Tubin is not a director; however, the Board recognized him as an Audit Committee Financial Expert and requires his SOX certifications and reporting to the Audit Committee . Executive officer roster and ages include Tubin at age 86 .
Investment Implications
- Alignment: Tubin’s pay is modest and purely fixed cash with no disclosed performance-linked incentives or equity grants, reflecting FREIT’s external management structure; alignment relies on professional accountability and SOX-certification obligations rather than variable pay metrics .
- Selling pressure: No outstanding options/RSUs for Tubin eliminates vest-driven selling pressure; beneficial ownership is small (~0.18% by calculation), with no pledges disclosed .
- Retention/transition: Absence of employment contracts or severance protections and Tubin’s external role at Hekemian & Co. imply low contractual retention risk but potential transition risk given age (86); succession planning should be monitored .
- Governance/related party: Historical Rotunda Notes and ongoing management fees to Hekemian & Co. underscore related-party exposure; investors should track fee levels, capital allocation outcomes, and any future transactions involving Hekemian affiliates .
- Performance context: FREIT’s revenue and EBITDA have been stable FY2022–FY2024, while net income fluctuated; without executive variable compensation tied to operating/TSR metrics, incentives may be less sensitive to near-term performance .
All data points are sourced from FREIT’s 2025 DEF 14A and FY2024 10-K unless otherwise noted; values marked with * were retrieved from S&P Global.