David B. Hekemian
About David B. Hekemian
David B. Hekemian (age 58) is a director of First Real Estate Investment Trust of New Jersey, Inc. (FREIT) and President of Hekemian & Co., with 30+ years in commercial real estate spanning strategic planning, retail development and leasing, asset profitability management, and lender negotiations . He has served on FREIT’s Board since April 2018; his current term ends at the 2027 annual meeting . He holds a B.S. in Finance from Boston College . He is the brother of CEO/President Robert S. Hekemian, Jr. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hekemian & Co. | President | 2021–present | Leads commercial real estate strategy and operations |
| Hekemian & Co. | Principal/Broker-Salesperson; Director of Commercial Brokerage; Executive Committee member | 1996–2020 | Commercial brokerage leadership and executive committee responsibilities |
| Hekemian & Co. | Vice President – Salesperson | 1992–1996 | Sales leadership |
| Hekemian & Co. | Property Manager | 1988–1992 | Property operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Armenian Missionary Association of America | Assistant Treasurer; Budget & Finance Committee | 1998–2007 | Financial oversight |
| Armenian Missionary Association of America | Co‑Chair, Investment Committee | 1996–2009 | Oversight of ~$100 million equity/fixed income portfolio |
| Borough of Saddle River, NJ | Council Member | Not disclosed (current) | Municipal governance |
Board Governance
- Independence: Not independent under NASDAQ rules. FREIT lists its independent directors as Ronald J. Artinian, David F. McBride, Justin F. Meng, and Richard J. Aslanian (excludes David B. Hekemian) .
- Committee assignments: None. Current committee members are: Nominating (McBride, Aslanian), Compensation (McBride—Chair, Meng, Aslanian), Audit (Artinian—Chair, McBride, Aslanian) .
- Attendance: In FY2024, the Board held 14 meetings plus 3 unanimous written consents; each incumbent director attended at least 75% of Board and relevant committee meetings. All directors attended the 2024 Annual Meeting .
- Board leadership: No formal Lead Independent Director; Chair Artinian informally fulfills that role .
- Executive sessions frequency: Not disclosed.
- Code of Ethics and hedging: Code of Ethics in place; hedging by directors/employees is prohibited .
Fixed Compensation
Director compensation policy and David B. Hekemian’s disclosed amounts.
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Annual cash retainer ($) | $60,000 | $60,000 | $60,000 |
| Committee member retainers ($) | $0 (not a committee member) | $0 (not a committee member) | $0 (not a committee member) |
| Chair fees ($) | $0 (not a chair) | $0 (not a chair) | $0 (not a chair) |
| Equity grant – shares (grant date; $20k value) | 1,290 (3/9/2023; $15.50 close) | 1,230 (3/22/2024; $16.25 close) | 1,193 (2/20–21/2025; $16.76 close) |
| Total disclosed director comp ($) | Not itemized per‑director in 2023 table; equity award mechanics disclosed | $80,000 (Fees $60,000; Stock $20,000) | Policy set; equity issued; cash policy unchanged |
Notes: 2024 per‑director totals provided; 2025 policy approved with grants made; 2023 equity award disclosed as $20,000 in shares to each director .
Performance Compensation
| Element | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Performance cash bonus | None disclosed for directors | None disclosed for directors | None disclosed (policy unchanged) |
| Performance equity/metrics (TSR, EBITDA, etc.) | Not used for director pay (fixed‑value equity awards) | Not used for director pay (fixed‑value equity awards) | Not used for director pay (fixed‑value equity awards) |
FREIT’s executive compensation (not director pay) included no incentive‑based bonuses in FY2024; a clawback policy exists for erroneously awarded executive incentive compensation .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships (last 5 years) | None disclosed for David B. Hekemian; proxy states no directors/executives served as directors of SEC‑registered companies or registered investment companies in the past five years . |
| Interlocks/Related parties | David B. Hekemian is President and a 33.3% equity holder of Hekemian & Co., which externally manages FREIT under a Management Agreement renewed through Oct 31, 2025; termination fee payable if terminated without cause; 2.5× termination fee if terminated following a merger/acquisition of FREIT . In FY2024, FREIT incurred ~$2,003,000 to Hekemian & Co. (≈$1,351,000 management fees; ≈$652,000 mortgage/leasing/other fees) . A $750,000 litigation management fee was also approved to Hekemian & Co. in connection with litigation settlement proceeds . |
| Joint ventures/affiliates managed by Hekemian & Co. | Westwood Hills, LLC (FREIT 40% owner; 35% of interests beneficially owned by a group including David B. Hekemian); paid ~$274,000 management fees in FY2024 . Wayne PSC (Preakness Shopping Center): H‑TPKE controls 60% of Wayne PSC; ~73% of H‑TPKE controlled by family group including David B. Hekemian; paid ~$136,000 management fees and ~$5,000 leasing commissions in FY2024 . Pierre Towers TIC: paid ~$425,000 management fees and ~$55,000 insurance service fees in FY2024 . Historic Rotunda 100 loans to Hekemian family employees were repaid in FY2022; no FY2024 management fees from Grande Rotunda . |
Expertise & Qualifications
- Commercial real estate operations and development leadership (President of Hekemian & Co.; 30+ years experience) .
- Investment oversight experience, including co‑chairing an investment committee managing ~$100 million portfolio .
- Finance background (B.S. Finance, Boston College) .
Equity Ownership
| Metric | As disclosed |
|---|---|
| Beneficial ownership (shares) | 508,934 |
| Percent of class | 6.8% (based on 7,471,344 shares outstanding) |
| Pledged as collateral | 84,916 shares pledged as collateral to a banking institution for indebtedness of an affiliated entity (RED FLAG) |
| Indirect holdings (summary) | Interests via partnerships/LLCs (aggregate 102,216 shares), trusts for nephews/niece (22,506), trust as beneficiary (25,470), foundation holdings (88,940; he is VP/Treasurer), children’s trust (6,000), Edelen Associates partnership (45,000), spouse (2,750); various beneficial ownership disclaimers apply except to the extent of pecuniary interest |
Section 16 compliance: FREIT states all directors complied with Section 16(a) reporting requirements for FY2024 . Hedging of FREIT shares by directors is prohibited; no explicit pledging prohibition disclosed (pledged shares are reported) .
Governance Assessment
-
Strengths and alignment
- Significant equity ownership (6.8%) aligns interests with shareholders .
- Consistent attendance (≥75%) and participation; attended 2024 Annual Meeting .
- Fixed director pay structure with part equity; annual $20k equity grants in 2023–2025 support alignment .
-
Conflicts and oversight risks
- Not independent; sibling of CEO and President of the external manager (Hekemian & Co.) that receives fees and has a termination fee with a 2.5× multiple upon M&A—material related‑party exposure and potential entrenchment risk (RED FLAG) .
- Extensive related‑party transactions and management fees to Hekemian & Co. and affiliates (e.g., ~$2.003 million in FY2024; $750,000 litigation fee; JV management fees) (RED FLAG) .
- Pledged 84,916 shares (RED FLAG for alignment/forced‑sale risk) .
- No Audit Committee Financial Expert designated on the Board (governance capability gap) .
-
Shareholder sentiment signal
- Say‑on‑pay approval at ~74.6% in 2023—passes but below strong support bands observed at many REITs, suggesting some investor concern (contextual) .
-
Committee/engagement
- No committee seats or chair roles for David B. Hekemian; independent directors occupy Audit/Comp/Nominating committees .
Insider Trades
| Period | Notable transactions |
|---|---|
| FY2024 proxy disclosure | No Form 4 transaction details provided; FREIT states all directors complied with Section 16(a) reporting in FY2024 . |
Notes on Director Compensation Policy (for context)
- FY2024: Each director received (a) $60,000 cash retainer; (b) $2,500 per committee membership; (c) Chair retainers: $30,000 (Board), $15,000 (Audit), $10,000 (Comp); (d) $20,000 equity award (1,230 shares at $16.25 on 3/22/2024). David B. Hekemian’s FY2024 total was $80,000 (fees $60,000; stock $20,000) .
- FY2025: Policy unchanged; $20,000 equity per director granted as 1,193 shares based on $16.76 close (2/21/2025) .
- FY2023: $20,000 equity per director (1,290 shares at $15.50 on 3/9/2023) .
Overall implication: The combination of non‑independence, family ties, and substantial related‑party economics with Hekemian & Co. concentrates influence and poses conflict risks; pledged shares add alignment concerns. Balanced by meaningful ownership, attendance, and independent committee composition, but absence of an Audit Committee Financial Expert and the termination‑fee construct warrant investor caution on governance quality .