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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )

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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
BRT APARTMENTS CORP.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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(3)
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Check box if any part of the fee is offset as providedFee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 0-11(a)(2)Rules 14a-6(i)(1) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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BRT Apartments Corp.APARTMENTS CORP.
60 Cutter Mill Road
Suite 303
Great Neck, New York 11021
(516) 466-3100



NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 13, 2018

June 14, 2023


The Annual Meetingannual meeting of Stockholdersstockholders of BRT Apartments Corp., a Maryland corporation (“we”, “us”, “our”, or the “Company”) will be held at our offices, located at 60 Cutter Mill Road, Great Neck, NY on Tuesday, March 13, 2018,Wednesday, June 14, 2023, at 9:00 a.m., local time, at the offices of BRT Apartments Corp., 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021, forto consider and vote on the following purposes:

matters:
1.
1.To elect threeThe election of four Class IIII Directors, each to serve until the 20212026 Annual Meeting of Stockholders and until their successors arehis or her successor is duly elected and qualify;qualifies;
2.
2.To consider and vote on aA proposal to approve, by non-binding vote, executive compensation for 2022, as more fully described in the BRT Apartments Corp. 2018 Incentive Plan;accompanying proxy statement;
3.
3.A proposal to recommend, by non-binding vote, the frequency of future non-binding votes on executive compensation;
4.
To consider and vote on aA proposal to ratify the appointment of BDO USA,Ernst & Young LLP as our independent registered public accounting firm for the year ending September 30, 2018;December 31, 2023; and
5.
4.To transact anyAny other business as may properly comebrought before the meeting.

StockholdersThe Board of Directors recommends that you vote “FOR” the election of each of the nominees listed in the accompanying proxy statement, “FOR” proposal 2 to approve executive compensation for 2022, “FOR” three years with respect to proposal 3 regarding the frequency of stockholder votes on executive compensation and “FOR” proposal 4 to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023.

Holders of record of our common stock at the close of business on January 11, 2018March 23, 2023 are entitled to notice of and to vote at ourthe annual meeting. meeting and any adjournment or postponement thereof.
It is important that your shares of common stock be represented and voted at the meeting. You canTo assure that your vote your shares of common stock by completingwill be counted, please complete, date and returningsign the enclosed proxy card. Certaincard and return it in the enclosed prepaid envelope, whether or not you plan to attend the meeting. Most stockholders can also vote their shares of common stock overby telephone or via the internet. Telephone and internet or by telephone. If internet or telephone voting information is available to you, voting instructions are printedprovided on the accompanying proxy card sent to you. You can revoke acard. Your proxy at any time prior to its exercise atmay be revoked in the meeting by following the instructionsmanner described in the accompanying proxy statement.

statement at any time before it has been voted at the meeting.
 
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By order of the Board of Directors
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S. Asher Gaffney
 
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Vice President and Corporate Secretary

Great Neck, New York
January 22, 2018

April 21, 2023

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BRT APARTMENTS CORP.
2018 ANNUAL MEETING
PROXY STATEMENT

TABLE OF CONTENTS

 
​​
Page
General
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1
Questions and Answers About the Meeting and Voting
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1
Governance of Our Company
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45
General
​		​
45
Code of Business Conduct and Ethics
​		​
45
Risk Oversight
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45
Leadership Structure
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45
Committees of the Board
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5
Director Qualifications
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56
Independence of Directors
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7
Compensation Committee Interlocks and Insider Participation
8
Compensation of Directors
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8
Non-Management Director Executive Sessions
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9
Communications with Directors
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9
Information Regarding Beneficial Ownership of Principal Stockholders, Directors and Management
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10
Election of Directors (Proposal 1)
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11
Proposal 1-Election of Directors
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12
BRT Apartments Corp.’s 2018 Incentive Plan (Proposal 2)Highlights of our Compensation Program and Governance Practices
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1516
Independent Registered Public Accounting Firm (Proposal 3)What We Do/What We Don’t Do
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2116
Total Stockholder Return
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17
Our Total Stockholder Return Compared to the Total Stockholder Return of Other REITS
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17
Executive Compensation Program and Governance Practices
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18
General
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2118
Audit and Other FeesThe Role of Say-on-Pay
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2118
Approval Policy for Audit and Non-Audit Services
21
Report of the Audit Committee
22
Executive Compensation
24
Compensation Discussion and AnalysisConsultant
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2418
Highlights
24
General
24
Say-on-Pay
25
Objectives of our Executive Compensation Program
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2519
Compensation Setting Process
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2519
Components of Executive Compensation
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2720
Chairman of the Board’s Compensation
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3023
DeductibilityPolicy Prohibiting Hedging of Executive Compensationour Securities
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3023
Clawbacks
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24
Stock Ownership Guidelines
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24
Analysis
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3025
Summary Compensation Table
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3227
Grant of Plan-Based Awards
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3428
Outstanding Equity Awards at Fiscal Year-End
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3429
Option Exercises and Stock Vested
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3530
Compensation Committee ReportPotential Payments Upon Termination or Change-in-Control
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3530
Pay Ratio
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31
Pay versus Performance
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32
Certain Relationships and Related Transactions
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3534
Introduction
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3534
Related Party Transactions
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34
Proposal 2-Advisory Approval of the Compensation of Executives
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36
Policies and ProceduresProposal 3-Advisory Vote on the Frequency at which we will seek Stockholder Advisory Votes on Executive Compensation
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37
Proposal 4-Independent Registered Public Accounting Firm
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38
Section 16(a) Beneficial Ownership Reporting ComplianceGeneral
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3738
Audit and Other MattersFees
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3738
BRT Apartments Corp. 2018 Incentive PlanPre-Approval Policy for Audit and Non-Audit Services
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A-138
Report of the Audit Committee
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39
Delinquent Section 16(a) Reports
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40
Additional Information and Notice of Internet Availability of Proxy Materials
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BRT APARTMENTS CORP.

PROXY STATEMENT

PROXY STATEMENT
GENERAL

Our Board of Directors is furnishing you with this proxy statement to solicit proxies on its behalf to be voted at the 20182023 annual meeting of stockholders of BRT Apartments Corp. The meeting will be at our offices, 60 Cutter Mill Road, Suite 303, Great Neck, New York, at 9:00 a.m., local time, on Wednesday, June 14, 2023. The proxies will be voted at the meeting and at any adjournments or postponements. All properly executed proxy cards, and all properly completed proxies submitted by telephone or by the internet, that are delivered pursuant to this solicitation, will be voted at the meeting in accordance with your directions, unless the proxy is properly revoked before the meeting.
In this proxy statement, we refer to BRT Apartments Corp. as “BRT,” “we,” “our,” “us,” “our company,” to our Board of Directors as the “board of directors”, “Board” or “board”, and to our shares of common stock as “common stock” or “shares.” The meeting will be held at our offices, 60 Cutter Mill Road, Suite 303, Great Neck, New York, at 9:00 a.m., local time, on Tuesday, March 13, 2018.

Our fiscal year begins on October 1st and ends on September 30th. Unless otherwise indicated or the context otherwise requires, all references to a year (e.g., 2017), refer to the applicable fiscal year ended September 30th.

Our executive offices are located at 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021. Our telephone number is (516) 466-3100.

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

What is the purpose of the annual meeting?

At our annual meeting, stockholders will consider and vote on the following matters:

the election of threefour Class III directors (Alan Ginsburg, Jeffrey Gould and Jonathan Simon) to hold office until the 20212026 annual meeting and until their respective successors are duly elected and qualify;
approval of the BRT Apartments Corp. 2018 Incentive Plan,a non-binding advisory vote on executive compensation, which we refer to as the Plan or“Say-on-Pay Proposal”;
a non-binding advisory vote on the 2018 Incentive Plan;
frequency of non-binding votes on executive compensation, which we refer to as the “Say-on-Frequency Proposal”;
ratification of the appointment of Ernst &Young LLP, which we refer to as “E&Y”, as our independent registered public accounting firm BDO USA, LLP, for the year ending September 30, 2018;December 31, 2023; and
such other matters as may properly come before the meeting.
How does the Board recommend I vote at the Annual Meeting?

Our Board recommends that you vote:
“FOR” the election of each of the nominees listed in this proxy statement as a director (each, a “nominee” and collectively, the “nominees”);
“FOR” the Say-on-Pay Proposal;
“FOR” three years with respect to the Say-on-Frequency Proposal; and
“FOR” the proposal to ratify the appointment of E&Y as our independent registered public accounting firm for the year ending December 31, 2023.
The persons named as proxies will vote in their discretion or any other matter properly brought before the annual meeting.
Who is entitled to vote?

We are mailing this proxy statement on or about January 25, 2018April 28, 2023 to holders of record of our common stock as of the close of business on January 11, 2018,March 23, 2023, which we refer to as the “record date”. The record date was established by our Board.board. Stockholders of record as of the close of business on the record date are entitled to notice of and to vote their shares at the meeting. At the close of business on the record date, there were 19,144,381 shares of common stock outstanding and entitled to vote. Each outstanding share of common stock is entitled
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entitles the holder to cast one vote on each director to be elected and stockholders do not haveeach other matter to be considered at the right to vote cumulatively in the election of directors.meeting. Shares of our common stock constitute our only outstanding class of voting securities and will vote as a single class on all matters to be considered at the annual meeting.

What constitutes a quorum?

A quorum is the presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting. On the record date, there were 14,022,438 shares of common stock outstanding and entitled to vote.meeting on any matter. In order to carry on the business at the meeting, holders of a majority of our outstanding shares must be present in person or by proxy. This means that at least 7,011,2209,572,191 shares of common stock must be present at the meeting, either in person or by proxy, to constitute a quorum. Generally, action cannot be taken at the meeting unless a quorum is present.

Abstentions and brokers non-votes, as described herein, will be considered present for the purpose of determining the presence of a quorum.

How do I vote?

Because many stockholders cannot attend

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Co., LLC, you are considered the stockholder of record with respect to those shares and the proxy card was sent directly to you by the transfer agent. In that case, you may instruct the proxy holders named in the proxy card how to vote your shares of common stock in one of the following ways:
Vote online. You may vote www.voteproxy.com online at vote online, you must have your control number provided in the proxy card.
Vote by telephone. You may vote by telephone by calling 1-800-PROXIES (1-800-776-9437). To vote by telephone, you must have the control number provided in your proxy card.
Vote by regular mail. If you would like to vote by mail, please mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided.
Vote by attending the meeting in person, it is necessary that a large number of stockholders be represented by proxy. Most stockholders have a choice of votingperson.
Proxies submitted over the Internet, by using a toll-free telephone number or by completing a proxy card and mailing it in the postage paid envelope provided.

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Please refer to your proxy card or to the information provided by your bank, broker, or other holder of record to see which options are available to you. You should be aware that if you voteinternet, by telephone or over the Internet, you may incur costs, such as telephone or Internet access charges, for which you willby mail must be responsible. The Internet and telephone voting facilities for stockholders of record will close atreceived by 11:59 p.m., New York City time, on March 12, 2018.June 13, 2023. If you vote by telephone or via the Internet,internet, it is not necessary to return ayour proxy card.

Is my vote important?

Yes. Under applicable rules, brokers, banks and

If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other nomineessimilar organization (collectively, an “Agent”), then you are prohibited from votingthe beneficial owner of shares held in “street name,” and a voting instruction form was forwarded to you by your Agent. As a beneficial owner, you have the right to instruct your Agent on how to vote the shares held in your account. You should instruct your Agent how to vote your shares by following the voting instructions provided by the Agent. If you wish to vote in person at the annual meeting, you must obtain a legal proxy from your Agent.
How will my shares be voted?
If you are a stockholder of record as of the close of business on the record date and you do not mark any selections but return the signed proxy card, your shares will be voted by the proxies named on the proxy card “FOR” each of the nominees listed in this proxy statement. “FOR” the approval of the Say-on-Pay Proposal, “FOR” three years as the frequency on the Say-on-Frequency Proposal, and “FOR” the proposal to ratify the appointment of E&Y as our independent registered public accounting firm for the year ending December 31, 2023. If you are a stockholder of record as of the close of business on the record date and you return the signed proxy card, the proxy holders may vote in their discretion with respect to any other matters that properly come before the meeting. If any nominee named in this proxy statement is unwilling or unable to serve as a director, our board may nominate another individual for election as a director at the annual meeting, and the persons named as proxy holders will vote “FOR” the election of any substitute nominee.
If you are a stockholder of record as of the close of business on the record date and you wish to name as a proxy someone other than the proxies named on the proxy card, you may do so by crossing out the name of the designated proxies and inserting the name of another person. In that case, it will be necessary to sign the proxy card and deliver it to the person so named and for the person so named to be present at and vote at the meeting with the properly executed and marked proxy card. Proxy cards so marked should not be mailed to us or to American Stock Transfer and Trust Company, LLC.
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If my shares are held in “street name” by my Agent, will the Agent vote my shares without specific instructions from me?
Not in most circumstances. In the absence of your voting instructions, your Agent may only vote your shares in its discretion on “routine matters” and your Agent may not vote your shares on proposals that are not “routine.” We believe that the proposal to ratify the selection of E&Y is a routine matter on which your Agent can vote on your behalf if you do not furnish voting instructions. All of the other proposals may be considered non-routine matters so your Agent may not be entitled to vote your shares on these proposals without your instructions. A broker non-vote occurs when an Agent does not vote on a particular proposal because the Agent does not have discretionary voting power for that particular matter and has not received instructions from the beneficial owner. If you hold your shares in street name and do not give your Agent specific voting instructions on matters pertaining to the election of directors, unless the client specifically instructs hisSay-on-Pay Proposal or her nomineethe Say-on-Frequency Proposal, your shares will not be voted on such proposal, and a broker non-vote will occur. If your shares are held in “street name” by your Agent, you should follow the directions provided by your Agent in order to instruct them to how to vote theiryour shares. Shares held in street name and for which voting instructions are not provided and accordingly, as to which bank, brokers and other nominees
Is my vote important?
If you do not have discretionary authoritysubmit a proxy or vote in person at the annual meeting, it may be more difficult for us to vote on their clients’ behalf, are referredobtain the necessary quorum to “broker non-votes.”

hold the annual meeting.

How many votes are needed to approve each of the proposals assuming that a quorum is present at the annual meeting?

The affirmative vote of a majority of the total votes cast “for,” “against,”“for” and “withheld”“against” as to a nominee is required for the election of such nominee as director. Abstentions, if any, and broker non-votes, will not be counted as votes cast and will have no effect on the results of the election of any director.

The affirmative vote of a majority of the votes cast on the proposal to approve the Plan is required for its approval. Abstentions will have the effect of a vote against the Plan but broker non-votes will not have any impact on such proposal.

The affirmative vote of a majorityall of the votes cast onat the proposalmeeting is required for approval of the Say-on-Pay Proposal and to ratify the appointmentselection of our independent registered public accounting firm, BDO USA LLP, forErnst & Young LLP. For purposes of the year ending September 30, 2018, is required to approve this proposal. AbstentionsSay-on-Pay Proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote. Brokers, banksFor the purposes of the vote on the selection of Ernst & Young LLP, abstentions will not be counted as votes cast and will have no effect on the result of the vote.

The option of one year, two years or three years that receives a majority of all the votes cast at a meeting will be the frequency that has been recommended by stockholders with respect to the Say-on-Frequency Proposal. For purposes of this advisory vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote. In the event that no option receives a majority of the votes cast, we will consider the option that receives the most votes to be the option selected by stockholders. In either case, this vote is advisory and not binding on the Board or us in any way, and the Board may determine that it is our best interest to hold an advisory vote on executive compensation more or less frequently than the option recommended by our stockholders.
Although each of the Say-on-Pay Proposal and Say-on Frequency Proposal is advisory and not binding on the Board or us in any way, the Compensation Committee and the Board will review the results of the vote and will consider our stockholders' concerns and take them into account in future determinations with respect to these matters.
Who will count the vote?
A representative of our transfer agent, American Stock Transfer and Trust Company, LLC, or another person designated by or at the direction of our board, will tabulate the votes and act as inspector of elections.
Can I revoke my proxy before it is exercised?
If you hold stock directly in your name, you can revoke your proxy at any time before it is voted at the annual meeting by filing a written revocation with our Office of the Corporate Secretary, or delivering to American Stock Transfer and Trust Company, LLC a properly executed proxy bearing a later date. You may also revoke your proxy with a timely and valid later telephone or Internet vote or by attending the meeting and voting in person. If not so revoked, the shares represented by such proxy will be voted.
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If your shares are held in the name of an Agent, you must contact the Agent and comply with its procedures if you want to revoke or change the instructions that you previously provided to the Agent. Attendance at the meeting will not by itself automatically revoke a previously granted proxy.
Who is soliciting my vote and who pays the cost?
We are soliciting proxies and will pay the entire cost of soliciting proxies, including preparing and mailing this proxy statement. In addition to the solicitation of proxies by mail and through our and our affiliates full-time and part-time employees, we will request Agents and other nomineesstockholders of record to forward copies of the proxy statement and other soliciting materials to persons for whom they hold shares and to request instruction on how to vote the shares. We will reimburse such record holders for their reasonable out-of-pocket expenses in forwarding proxies and proxy materials to stockholders. We have retained DF King for a fee of $7,000 and the reimbursement of certain expenses, to aid in the solicitation of proxies from our stockholders. To the extent necessary in order to ensure sufficient representation at the meeting, we or our proxy solicitor may solicit the return of proxies by personal interview, mail, telephone, facsimile, Internet or other means of communication or electronic transmission. The extent to which this will be necessary depends upon how promptly proxies are not prohibited from voting shares heldreturned. We urge you to send in street name in their discretion on this proposal, and we do not expect to receive any broker non-votes on this proposal.

your proxy without delay.

What is householding?

Stockholders who share the same address and last name may receive only one copy of the proxy materials unless we, in the case of stockholders of record, or such stockholder’s broker, bank or nominee, in the case of stockholders whose shares are held in street name, receive contrary instructions. This practice, known as “householding,” is designed to reduce printing and mailing costs. Stockholders desiring to discontinue householding and receive a separate copy of the proxy materials, may (1) if their shares are held in street name, notify their broker, bank or nominee or (2) if they are stockholders of record, direct a written request to: BRT Apartments Corp., 60 Cutter Mill Road, Suite 303, Great Neck, NY 11021, Attn: Secretary.

Are our proxy materials available onOffice of the Internet?

Our proxy materials are available at: www.brtapartments.com/annualmeetingmaterials.pdf.

Corporate Secretary.

When are stockholder proposals due for the 20192024 annual meeting?

We expect that our 2024 annual meeting of stockholders for the year ending September 30, 2018 will be held in March 2019.

June 2024.

Our bylaws require that we be given advance written notice of nominations for election to our Boardboard and other matters which stockholders wish to present for action at an annual meeting of stockholders (other than matters included in our proxy materials in accordance with Rule 14a-8(e) under the Securities Exchange Act)Act of 1934, as amended (the “Exchange Act”). The Office of the Corporate Secretary must receive such notice, as well as the information and other materials required by our bylaws, at our principal executive officesoffice not later than September 27, 20185:00 PM, Eastern Time, on December 29, 2023 and no earlier than August 28, 2018November 30, 2023 for matters or nominations to be properly presented at the 20192024 annual meeting of our stockholders.

Stockholders who wish to have proposals considered for inclusion in the proxy statement and form of proxy for our 2019 Annual Meeting2023 annual meeting pursuant to Rule 14a-8 under the Exchange Act must cause their proposals to be received in writing by ourthe Office of the Corporate Secretary at the address set forth on the cover page of this proxy statement/prospectus

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statement no later than September 27, 2018.December 29, 2023. Any proposal should be addressed to ourthe Office of the Corporate Secretary and may be included in next year’s proxy materials for our 20192024 annual meeting of stockholders only if such proposal complies with the rules and regulations promulgated by the Securities and Exchange Commission, which we refer to as the “SEC.” Nothing in this section shall be deemed to require usWe are not required to include in our proxy statement or our proxy card relating to any annual meeting any nominee for director or stockholder proposal that does not meet all of the requirements for inclusion established by the SEC.

Who will count

What other information about us is available?
Stockholders can call (516) 466-3100 or write to us at 60 Cutter Mill Road, Suite 303, Great Neck, NY 11021, Attention: Office of the vote?

A representativeCorporate Secretary, to request a copy of our transfer agent, American Stock TransferAnnual Report on Form 10-K. This and Trust Company, LLC, will tabulate the votes and act as inspector of elections.

Can I revoke my proxy before itother important information about us is exercised?

If you hold stock directly in your name, you can revoke your proxyalso available on our web site which is located at any time before it is voted at the annual meeting by filing a written revocation with our Secretary, or deliveringwww.brtapartments.com. Our 2022 Annual Report to American Stock Transfer and Trust Company, LLC a properly executed proxy bearing a later date. You may also revoke your proxy with a timely and valid later telephone or Internet vote or by attending the meeting and voting in person. If not so revoked, the shares represented by such proxy will be voted.

If your shares are held in the name of a broker, bank or other nominee, you must contact such nominee and comply with the nominee’s procedures if you want to revoke or change the instructions that you previously provided to the nominee. Attendance at the meeting will not by itself automatically revoke a previously granted proxy.

How will my shares be voted?

All shares entitled to vote and represented by properly completed proxies received prior to the meeting and not revoked, will be voted at the meeting in accordance with your instructions. If no choice is indicated on the proxy card received from a registered holder, the persons named as your proxies will vote your shares, “FOR” the election of the three nominees for Class I Director named inStockholders accompanies this proxy statement (i.e., Alan Ginsburg, Jeffrey A. Gould, and Jonathan Simon), “FOR” the proposal to approve our 2018 Incentive Plan, “FOR” the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2018, and as the proxy holders may determine, in their discretion, with respect to any other matters that may properly come before the meeting. The Board is not currently aware of any business or nominations that may properly be brought before the meeting to be acted upon at the meeting other than as described in this proxy statement.

If other business is properly introduced at the annual meeting, the persons named in the proxy as the proxy holders will vote on such matters at their discretion. If any nominee named in this proxy statement is unwilling or unable to serve as a director, our board of directors may nominate another individual for election as a director at the annual meeting, and the persons named as proxy holders will vote for the election of any substitute nominee.

Who is soliciting my vote and who pays the cost?

We are soliciting proxies and will pay the entire cost of soliciting proxies, including preparing and mailing this proxy statement. In addition to the solicitation of proxies by mail and through our full-time and part-time employees, we will request banks, brokers, custodians, nominees and other record holders to forward copies of the proxy statement and other soliciting materials to persons for whom they hold common shares and to request instruction on how to vote the shares. We will reimburse such record holders for their reasonable out-of-pocket expenses in forwarding proxies and proxy materials to stockholders. We have retained DF King for a fee of $6,000, plus reasonable out of pocket expenses, to aid in the solicitation of proxies from our stockholders. To the extent necessary in order to ensure sufficient representation at the meeting, we or our proxy solicitor may solicit the return of proxies by personal interview, mail, telephone, facsimile, Internet or other means of communication or electronic transmission. The extent to which this will be necessary depends upon how promptly proxies are returned. We urge you to send in your proxy without delay.

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GOVERNANCE OF OUR COMPANY

General

We

Our business, property and affairs are governedmanaged by or under the Boarddirection of our board and by the committees of the Board. Members of the Boardits committees. Directors are kept informed about our business through discussions with our Chairman,chairman, our Chief Executive Officerchief executive officer and our other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. During 2017,2022, the Boardboard held four meetings, and each director attended at least 75% of the aggregate number of Board and meetings of the board and all committees of the Board on which such director served.served during such periods. We typically schedule a Boardboard meeting in conjunction with our annual meeting of stockholders and encourage our directors to attend thesuch meeting— 73% of our directors attended our 2022 annual meeting of stockholders. Only one director attended our 2017 annual meeting of stockholders due to the blizzard that occurred in New York on the date of such meeting.

Code of Business Conduct and Ethics

We have adopted aan amended and restated code of business conduct and ethics, which we refer to as the “Conduct Code”, that applies to all of our directors, officers employees, agents and consultants, including our Chief Executive Officer, principal financial officer, principal accounting officer or controller or person performing similar functions.employees. The code of business conduct and ethicsConduct Code covers a variety of topics, including those required by the SEC and the New York Stock Exchange. Topics covered include, but are not limited to, conflicts of interest, confidentiality of information, and compliance with laws and regulations. The codeSee “Additional Information and Notice of business conduct and ethics, as amended and restated, is available at the corporate governance sectionInternet Availability” to obtain access for or copies of our website at www.brtapartments.com and may be obtained by writing to us at 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021, Attention: Secretary.Conduct Code. During 2017,2022, there were no waivers of the provisions of the code of business conduct and ethicsConduct Code with respect to any of our directors, officers, employees, agents or consultants.the persons subject thereto. We will post any amendments to, or waivers of, our code of business conduct and ethicsthe Conduct Code on our website.

Risk Oversight

Management is responsible for the day-to-day management of risks we face. Our Boardboard has overall responsibility for overseeing risk management with a focus on the more significant risks facing us. Our audit committee oversees risk policies and processes related to our financial statements, financial reporting processes and liquidity risk, and other risks presented to it from time-to-time by management; our nominating and corporate governance committee, which we refer to as the “nominating committee,” oversees corporate governance risksrisks; and our compensation committee oversees risks relating to remunerationthe compensation of our officers and employees.full-time executive officers. The compensation committee does not believe that the compensation programs which are in place give rise to any risk that is reasonably likely to have a material adverse effect on us.

At

A portion of each quarterly meeting of the audit committee a portion of the meeting is devoted to reviewing the status of theour properties in our real estate portfolio and other matters (including related party transactions) which might have a material adverse impact on current or future operations. A seniorAn executive officer reports to the committee regarding the activities of our disclosure controls and procedures committee – this committee is comprised primarily of the individuals responsible for our financial and regulatory reporting, meets approximately six to eightfour times a year and is responsible for identifying areas of risk and in particular, risks with respect to disclosure controls and internal controls over financial reporting. In addition, a senioran executive officer, our internal auditor and the independent registered public accounting firm reviewing or auditing, as the case may be, our financial statements, reports to the committee with respect to our compliance with our internal control policies in order to ascertain that no failures of a material nature have occurred. This process assists the audit committee in overseeing the risks related to our financial statements and the financial reporting process.

At Boardboard meetings, the directors review significant risk issues brought to their attention by management and committees of the audit committee and other Board committees.

board.

Leadership Structure

Our company is led by Israel Rosenzweig, Chairman of our Board, whom we refer to as our Chairman, and Jeffery A. Gould, President and Chief Executive Officer, whom we refer to as our Chief Executive Officer. The Boardboard believes that: (i) separating the role of Chairman and Chief Executive Officer is the most appropriate structure at this time because it makes the best use of the abilities of Messrs. Rosenzweig and Gould; and (ii) this leadership structure provides appropriate risk oversight of our activities.

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Committees of the Board

Our Boardboard has three standing committees: an audit, committee, a compensation committee, and a nominating and corporate governance committee.nominating. The Boardboard has adopted a chartercharters for each standing committee, as well as corporate governance guidelinesthese committees which require that address the make-up and functioning of the Board and its committees. The charter for each standing committee requires that such committeethey be comprised of at least three independent directors and, in the case of the audit committee, also requires that at least one member of thesuch committee qualify as a “financial
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expert.” All of the members of each committee were independent during their period of service on such committee and in the case of the audit committee, each such member was also financially literate.

You can find each charter and the The board has also adopted corporate governance guidelines by accessingthat address the corporate governance sectionmake-up and functioning of our website at www.brtapartments.com. Copiesthe board and its committees. See “Additional Information and Notice of these charters and theInternet Availability” to obtain access for or copies of our corporate governance guidelines may be obtained by writing to us at 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021, Attention: Secretary.

and committee charters.

The table below provides membership and meeting information for each of theour committees of the Board for 2017:

Name
Audit
Compensation
Nominating
and Corporate
Governance
Alan H. Ginsburg
 
✓
 
Louis C. Grassi
Chair*
 
✓
Gary Hurand
✓
 
Chair
Jeffrey Rubin
 
Chair
 
Jonathan H. Simon
 
✓
 
Elie Weiss
✓
 
✓
Number of Meetings
4
2
2
2022:
Name
​​
Audit
​​
Compensation
​​
Nominating
Carol Cicero
​​
 
​​
 
​​
 
Alan H. Ginsburg
​​
 
​​
✔
​​
 
Louis C. Grassi
​​
Chair*
​​
 
​​
✔
Gary Hurand
​​
✔
​​
 
​​
Chair
Jeffrey Rubin
​​
 
​​
Chair
​​
 
Jonathan H. Simon
​​
 
​​
✔
​​
 
Elie Y. Weiss
​​
✔
​​
 
​​
✔
Number of Meetings
​​
6
​​
6
​​
3
*
Audit committee financial expert.

Audit Committee

This committee is responsible for assisting the board in overseeing, among other things, (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent registered public accounting firm’s qualification and independence, (iv) the performance of our independent registered public accounting firm, (v) the performance of the accounting firm performing our internal control audit function, (vi) its responsibilities described under “— Risk Oversight”,and (v)(vii) the preparation of the audit committee report required by the SEC for inclusion in this proxy statement. This committee is also responsible for the selection and engagement of our independent registered public accounting firm, for approving the fees payable to such firm, and for approving related party transactions.

Compensation Committee

This committee reviews(i) determines the base salary, annual bonus and makes recommendations and/or determinations with respectperquisites paid to our full-time executive officers, the salaries, bonuses and stock awards offees paid to our directors, the fees for the Services (as described in “Executive Compensation – Compensation Setting Process – Part Time Executive Officers – Services), the grant of awards pursuant to our equity based plans and full-time named executive officers.

(ii) performs the risk oversight function described in “ — Risk Oversight”.

Nominating and Corporate Governance Committee

This committee’s principal responsibilities include proposing to the Board a slate of nominees for election to the Boardboard at the annual meeting of stockholders, recommending committee assignments to the Board,board of directors, making a recommendation to the Boardrecommendations with respect to the independence of each director and nominee for directors, identifying and recommending candidates to fill vacancies on the Boardboard or committees thereof, between annual meetings of stockholders, overseeing Board and committeeboard performance evaluations, proposing a slate of officers to the directors for election at the annual meeting of the Boardboard, its risk oversight responsibilities described in “ — Risk Oversight”, and monitoring corporate governance matters, including overseeingand recommending changes to our corporate governance guidelines.

Director Qualifications

The Boardboard believes that it should be comprised of directors with complementary backgrounds, and that directors should, at a minimum, have expertise that may be useful to us. Our nominating and corporate governance committee has not adopted a formal diversity policy in connection with the consideration of director

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nominations or the selection of nominees. It considers the personal and professional attributes and the business experience of each candidate for director to promote diversity of expertise and experience among our directors. Additionally, directors should possess the highest personal and professional ethics and should be willing and able to devote the required amount of time to our business.

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When considering candidates for director, the nominating and corporate governance committee will take into account a number ofvarious factors, including the following:

Independence from management;
the candidate’s ability to qualify as an independent director;
Whetherwhether the candidate has relevant business experience;
Judgment,the candidate’s judgment, skill, integrity and reputation;
Financial and accounting background, to enable the committee to determine whether the candidate would be suitable for audit committee membership;
Executive compensationhas a background to enablein accounting or finance or other skills deemed relevant by the committee to determine whether the candidate would be suitable for compensation committee membership;board; and
Thethe size and composition of the existing board.

The nominating and corporate governance committee will consider candidates for director suggested by stockholders, applying the criteria for candidates described above, and considering the additional information referred to below and evaluating such nominees in the same manner as other candidates.below. Stockholders wishing to suggest a candidate for nomination for election as a director should write to ourthe Office of the Corporate Secretary and include:

Aa statement that the writer is a stockholder and is proposing a candidate for consideration by the committee;
Thethe name of and contact information for the candidate;
Aa statement of the candidate’s business and educational experience;
Informationinformation regarding each of the factors listed above sufficient to enable the committee to evaluate the candidate;
Aa statement detailing any relationship between the candidate and any of our competitors;
Detaileddetailed information about any relationship or understanding between the proposing stockholder and the candidate; and
Aa statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected.

Before nominating an incumbent director for re-election at an annual meeting of stockholders, the nominating and corporate governance committee will consider:

The director’s performance on the Board; and
Whether the director’s re-election would be consistent with our corporate governance guidelines.

When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions from management, incumbent directors or others. The committee or its chairmanchairperson will interview a candidate if it is believed the candidate might be suitable to be a director. The nominating and corporate governance committee may also ask the candidate to meet with management. If the nominating and corporate governance committee believes a candidate would be a valuable addition to the Board, it will recommend the candidate’s election to the full board.

The nominating and corporate governance committee generally intends to recommend that the Board nominate incumbent directors who the committee believes will continue to make important contributions to us, inasmuch as the committee believes that the continuing service of qualified incumbents promotes stability and continuity, giving us the benefit of the familiarity and insight into our affairs that such directors have accumulated during their tenure, while contributing to the Board’sboard’s ability to work as a collective body.

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Independence of Directors

In determining whether our directors are independent, we apply the New York Stock Exchange’s corporate governance listing standards. Such standards provide:

No director qualifies as “independent” unless the board affirmatively determines that the Director has no material relationship with us or any of our subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with us or any of our subsidiaries);
A director who is an employee, or whose immediate family member is an executive officer, of ours or any of our subsidiaries is not independent until three years after the end of such relationship;
A director who received, or whose immediate family member received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from us or any of our subsidiaries, other than director and committee fees and pension or other forms of deferred compensation for prior services (provided such compensation is not contingent in any way on continued service), is not independent until three years after he or she ceases to receive more than $120,000 in any twelve-month period;
A director who is, or who has an immediate family member who is, a current partner of our internal or external auditor, a director who is a current employee of our internal or external auditor, a director who has an immediate family member who is a current employee of our internal or external auditor and who personally participates in our audit, or a director who was, or whose immediate family member was, within the last three years, a partner or employee of our internal or external auditor and personally worked on our audit within that time, cannot be considered independent;
A director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of our or any of our subsidiaries’ present executive officers serve on that company’s compensation committee is not “independent” until three years after the end of such service or employment relationship; and
A director who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, us or any of our subsidiaries for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, is not “independent” until the commencement of the third fiscal year following the fiscal year in which such payments fall below such threshold.

In determining the independence of each of the foregoing directors, the Board considered that Gary Hurand owns approximately a 40% beneficial interest in a family entity which owns a preferred limited partnership interest in Gould Investors L.P., an affiliate of our company. Gould Investors is primarily engaged in the ownership and operation of real estate properties held for investment. See “Certain Relationships and Related Transactions.” The preferred limited partnership interest owned by the Hurand family entity had, as of January 1, 2018, a deemed value of approximately $10.3 million (the redemption price of the interest) and limited voting rights, and no member of the Hurand family, including Mr. Hurand, has any management involvement in Gould Investors. For 2017, distributions of approximately $513,760 were accrued and paid on the interests owned by the Hurand family entity. In January 2018, Gould Investors redeemed the portion of the preferred interest with a current redemption price of $2,935,770. In lieu of cash, the Hurand family entity accepted limited partnership units of Vornado Realty L.P. (the “Vornado Units”) owned by Gould Investors, and in consideration thereof, the Vornado Units exchanged by Gould Investors had a deemed value of $3,522,924.

The Board affirmatively determined that for the purposes of the corporate governance requirements of the New York Stock Exchange and applicable SEC requirements, each of (i) Carol Cicero, Alan H. Ginsburg, Louis C. Grassi, Gary Hurand, Jeffrey Rubin, Jonathan H. Simon and Elie Y. Weiss, constituting 60%approximately 64% of our directors, is “independent” for the purposes of Section 303A of the Listed Company Manual of the New York Stock Exchange, and all of(ii) the members of our audit, compensation and nominating committees, are independent for the purposes of such section.independent. The Board based these determinations primarily on a review of the responses of our directors to questions regarding employment and compensation history, affiliations and family and other relationships, discussions with directors and relevant facts and circumstances provided to management of any relationships bearing on the independence of a director.

In evaluating independence, the board applied the independence standards of Sections 303A.01 and 303A.02 of the New York Stock Exchange Listed Company Manual (the “NYSE Manual”), as well as our categorical independence standard included in our corporate governance guidelines. The board also applied, with respect to the: (i) audit committee, the independence standards imposed by Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 303A.07(a) of the NYSE Manual, and

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Compensation Committee Interlocks

(ii) compensation committee, the independence standards imposed by Rule 10C-1 promulgated under the Exchange Act and Insider Participation

NoneSection 303A.02(a)(ii) of the NYSE Manual. See “Additional Information and Notice of Internet Availability of Proxy Materials” for information about accessing our corporate governance guidelines.

In evaluating Gary Hurand’s independence, the Board was aware that a family entity in which his wife has a significant interest owns a preferred limited partnership interest in Gould Investors L.P. with a stated redemption value of approximately $2.9 million and that several of Mr. Hurand’s family members and their affiliates have invested an aggregate of approximately $1.1 million in investment funds managed by affiliates of Gould Investors. In concluding that Mr. Hurand is independent, the Board took into account, among other things, the limited voting rights associated with these interests and that no member of the compensation committeeHurand family, including Mr. Hurand, has ever been an officer or employeeany management involvement in Gould Investors. Gould Investors is a significant stockholder of our company or anyours and is primarily engaged in the ownership and operation of our subsidiaries or has had any relationship with us that would require disclosure under Item 404 of Regulation S-K (Certainreal estate properties held for investment. See “Certain Relationships and Related Party Transactions)Transactions.

”

Compensation of Directors

The following table sets forth the cash compensation payablepaid in 2022 to the directors for service on the Boardboard and its committees, all of whom, except as indicated in footnote 1 below, are non-management directors (i.e., those directors who are not employees or officers of ours or our company or any of its affiliates).

 
Board
Committee
 
Audit
Compensation
Nominating
Annual retainer(1)
$
20,000
 
$
5,000
 
$
4,000
 
$
3,000
 
Presence in-person at meeting
 
1,200
 
 
1,000
 
 
1,000
 
 
1,000
 
Presence by telephone at meeting
 
750
 
 
750
 
 
750
 
 
750
 
Chairman’s annual retainer(1)
 
207,500
(2)
 
10,000
 
 
8,000
 
 
4,000
 
:
 
​​
 
​​
Committee
 
​​
Board
​​
Audit
​​
Compensation
​​
Nominating
Annual retainer
​​
$23,000
​​
$5,750
​​
$4,600
​​
$3,450
Presence in-person at meeting
​​
1,450
​​
1,150
​​
1,150
​​
1,150
Presence by telephone at meeting
​​
875
​​
875
​​
875
​​
875
Chairman’s annual retainer
​​
282,225(1)
​​
11,500(2)
​​
9,200(2)
​​
4,600(2)
(1)
(1)
Reflects the compensation paid to Israel Rosenzweig, a management director, for his service as chairman of our board. See “Executive Compensation—Chairman of the Board’s Compensation” and “Certain Relationships and Related Transactions.”
(2)
The committee chairman receives both the annual retainer and the annual retainer for serving as chairman of such committee. In 2023, the fee for serving as chairman of the audit committee or compensation committee is $14,500.
(2)Reflects the compensation paid to Israel Rosenzweig, a management director. See “Executive Compensation—Compensation Discussion and Analysis—Chairman of the Board’s Compensation” and “Certain Relationships and Related Transactions.” For 2018, such retainer was increased to $240,000.

In addition, in 2017, eachon an annual basis, non-management director wasdirectors are awarded 3,625 shares of restricted stock under our 2016 Amended and Restated Incentive Plan.stock. The restricted stock has a five yearfive-year vesting period, subject to acceleration upon the occurrence of specified events, during which period the ownerholder is entitled to vote and receive distributions, if any, on such shares. In 2022 and 2023, each non-management director was issued 4,100 shares of restricted stock. Non-management directors who reside outside of the local area in which our executive office is located are reimbursed for travel expenses incurred in attending Board and committee meetings.

The following table sets forth the cash and non-cash compensation paid to our directors for their service in such capacity in 2017,2022, all of whom, except for Israel Rosenzweig, are non-management directors:

 
Fees
Earned
or Paid
in Cash
($)(1)
Stock
Awards
($)(2)
All
Other
Compensation
($)(3)
Total
($)
Alan H. Ginsburg
 
27,750
 
 
30,595
 
 
3,038
 
 
61,383
 
Louis C. Grassi
 
47,000
 
 
30,595
 
 
3,038
 
 
80,633
 
Gary Hurand
 
40,500
 
 
30,595
 
 
3,038
 
 
74,133
 
Israel Rosenzweig
 
207,500
(4)
 
29,118
 
 
4,062
 
 
233,180
 
Jeffrey Rubin
 
37,250
 
 
30,595
 
 
3,038
 
 
70,883
 
Jonathan H. Simon
 
29,250
 
 
30,595
 
 
3,038
 
 
62,883
 
Elie Weiss
 
36,500
 
 
30,595
 
 
3,038
 
 
70,133
 
 
​​
Fees
Earned
or Paid
in Cash
($)(1)
​​
Stock
Awards
($)(2)
​​
Total
($)
Carol Cicero
​​
28,225
​​
—
​​
28,225
Alan Ginsburg
​​
35,475
​​
87,125
​​
122,600
Louis C. Grassi
​​
55,575
​​
87,125
​​
142,700
Gary Hurand
​​
47,300
​​
87,125
​​
134,425
Israel Rosenzweig
​​
282,225(3)
​​
236,559(4)
​​
518,784
Jeffrey Rubin
​​
46,400
​​
87,125
​​
133,525
Jonathan H. Simon
​​
36,625
​​
87,125
​​
123,750
Elie Y. Weiss
​​
43,550
​​
87,125
​​
130,675
(1)
(1)
This table does not reflect: (a) the compensation we paid Jeffrey A. Gould, our President, Chief Executive Officer and a director; Fredric H. Gould, a director; and Matthew J. Gould, an executive officer and director; and (b) compensation paid to Fredric H. Gould, Matthew J. Gould and Israel Rosenzweig by Majestic Property Management Corp. (“Majestic Property”), which is wholly-owned by Fredric H. Gould. See “Executive Compensation—Summary Compensation Table” and “Certain Relationships and Related Transactions” for information regarding the compensation paid these individuals.
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(2)
Represents the aggregate grant date fair value computed in accordance with ASCAccounting Standards Codification Topic 718. Generally, the aggregate grant date fair value is the amount that718 – Stock Compensation, which we expectrefer to expense in our financial statements over the award's vesting schedule.as “ASC Topic 718”. These amounts reflect our accounting expense and do not correspond to the actual value that will be realized by these directorsdirectors.

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(3)
(3)Represents dividends declared in 2017 on unvested restricted stock awarded pursuant to our incentive plan.
(4)Reflects the retainer paid for serving as Chairman.Chairman of the Board. Excludes fees for Services of $63,840 for 2022. See “Executive Compensation—General” and “Certain Relationships and Related Transactions.”
(4)
Reflects the grant date fair value of 2,734 shares of restricted stock and 10,412 shares subject to restricted stock units, which we refer to as RSUs (excluding the peer group adjustment) as described in “Executive Compensation – Grant of Plan Based Awards”) that vest in three-years subject to the satisfaction of performance and/or market conditions.

The table below shows the aggregate number of unvested stock awards held by the named directors and the value thereof as of September 30, 2017:

Name
Unvested Stock
Awards (#)
Market Value
of Unvested
Stock
Awards ($)
Alan H. Ginsburg
 
16,875
(1)
 
180,900
 
Louis C. Grassi
 
16,875
(1)
 
180,900
 
Gary Hurand
 
16,875
(1)
 
180,900
 
Israel Rosenzweig
 
56,315
(2)(3)
 
591,547
 
Jeffrey Rubin
 
16,875
(1)
 
180,900
 
Jonathan H. Simon
 
16,875
(1)
 
180,900
 
Elie Weiss
 
16,875
(1)
 
180,900
 
December 31, 2022:
Name
​​
Unvested Stock
Awards (#)
​​
Market Value
of Unvested
Stock
Awards ($)(1)
Carol Cicero
​​
—
​​
—
Alan H. Ginsburg(2)
​​
19,825
​​
389,363
Louis C. Grassi(2)
​​
19,825
​​
389,363
Gary Hurand(2)
​​
19,825
​​
389,363
Israel Rosenzweig(3)
​​
47,764
​​
938,085
Jeffrey Rubin(2)
​​
19,825
​​
389,363
Jonathan H. Simon(2)
​​
19,825
​​
389,363
Elie Y. Weiss(2)
​​
19,825
​​
389,363
(1)
(1)The closing price on the NYSE on December 30, 2022 for a share of our common stock was $19.64.
(2)
In March 2023, and January 2018, 2019, 2020, 20212024, 2025, 2026 and 2022, 3,2502027, 3,625 shares, 3,2503,900 shares, 3,2504,200 shares, 3,5004,000 shares, and 3,6254,100 shares are scheduled to vest, respectively.
(3)
(2)
Mr. Rosenzweig is the Chairman of our Board. In March 2023, January 2018, 2019, 2020, 20212024 and 2022, 4,5752025, January and June 2026, and January 2027, the following shares 5,200 shares, 5,200 shares, 4,140 shares and 3,450 sharesof restricted stock are scheduled to vest,vest: 3,163 shares, 3,185 shares, 3,055 shares, 2,803, 12,000 and 2,734 shares, respectively.
(3)In September 2021, up to 33,750each of March 2024 and June 2025, 20,824 shares of common stock(excluding the peer group adjustment) underlying restricted stock unitsRSUs are scheduled to vest, subject to satisfaction of market and/or performance conditions. RSUs include dividend equivalents rights. See “Executive Compensation – Components of Executive Compensation—Long-Term Equity and Long-Term Equity Incentive Awards”, “Executive Compensation–Outstanding Equity Awards at Fiscal Year-End” and note 10 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”).

Non-Management Director Executive Sessions

In accordance with New York Stock Exchange listing standards, our non-management directors meet regularly in executive sessions without management. The person who presides over executive sessions of non-management directors is one of the committee chairmen. To the extent practicable, the presiding director at the executive sessions is rotated among the chairmen of the Board’s committees.

Communications with Directors

Stockholders and interested persons who want to communicate with our Boardboard or any individual director can write to:

BRT Apartments Corp.
60 Cutter Mill Road, Suite 303
Great Neck, NY 11021
Attention: Office of the Corporate Secretary

Your letter should indicate that you are a stockholder of BRT Apartments Corp. Depending on the subject matter, the Office of the Corporate Secretary will:

Forward the communication to the director or directors to whom it is addressed;
Attempt to handle the inquiry directly; for example where it is a request for information about our company or it is a stock-related matter; or
Not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
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At each Board meeting, the Secretary will present a summary of communications received, if any, since the last meeting and make those communications available to the directors on request.

In the event that a stockholder, employee or other interested person would like to communicate with our non-management directors confidentially, they may do so by sending a letter to “Non-Management Directors” at the address set forth above. Please note that the envelope should contain a clear notation that it is confidential.

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INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL
STOCKHOLDERS, DIRECTORS AND MANAGEMENT

The following table sets forth information concerning our shares owned as of the close of business on December 31, 2017April 3, 2023 by (i) each person beneficially owning five percent or more of our outstanding shares, (ii) each director, (iii) each executive officer named in the Summary Compensation Table, and (iv) all directors and executive officers as a group.

Name of
Beneficial Owner
Number of
Shares
Beneficially
Owned(1)
Percent
of Class
Alan H. Ginsburg(2)
 
34,405
 
 
*
 
Fredric H. Gould(2)(3)
 
3,636,265
 
 
25.9
 
Jeffrey A. Gould(2)(4)
 
3,408,230
 
 
24.3
 
Matthew J. Gould(2)(5)
 
3,409,642
 
 
24.3
 
Mitchell Gould
 
146,254
 
 
1.0
 
Louis C. Grassi(2)
 
38,968
 
 
*
 
Gary Hurand(2)(6)
 
377,170
 
 
2.7
 
David W. Kalish(7)
 
479,933
 
 
3.4
 
Israel Rosenzweig(2)
 
412,692
 
 
2.9
 
Steven Rosenzweig
 
30,441
 
 
*
 
Jeffrey Rubin(8)
 
41,135
 
 
*
 
Jonathan H. Simon(2)
 
34,405
 
 
*
 
Elie Weiss(2)(9)
 
51,746
 
 
*
 
George Zweier
 
65,890
 
 
*
 
Gould Investors L.P(10)
 
2,989,898
 
 
21.3
 
Greenwood Investments, Inc.(11)
 
741,102
 
 
5.3
 
All directors and executive officers as a group (16 persons)
 
6,008,805
 
 
42.9
 
group:
Name of Beneficial Owner
​​
Number of
Shares
Beneficially
Owned(1)
​​
Percent
of Class
Carol Cicero
​​
4,100
​​
*
Alan H. Ginsburg
​​
58,330
​​
*
Fredric H. Gould(2)
​​
403,972
​​
2.1
Jeffrey A. Gould(3)
​​
3,920,713
​​
20.4
Matthew J. Gould(4)
​​
3,905,773
​​
20.4
Mitchell Gould
​​
200,762
​​
1.0
Louis C. Grassi
​​
66,773
​​
*
Gary Hurand(5)
​​
384,125
​​
2.0
David W. Kalish(6)
​​
562,240
​​
2.9
Israel Rosenzweig(7)
​​
753,829
​​
3.9
Jeffrey Rubin(8)
​​
65,060
​​
*
Jonathan H. Simon(9)
​​
59,330
​​
*
Elie Y. Weiss(10)
​​
76,789
​​
*
George Zweier
​​
119,240
​​
*
Gould Investors L.P(11)
​​
3,357,244
​​
17.5
All directors and executive officers as a group (18 persons)
​​
7,329,784
​​
38.3
*
Less than 1%
(1)
Shares are listed as beneficially owned by a person who directly or indirectly holds or shares the power to vote or to dispose of the shares. A person is deemed a beneficial owner if he or she has the right to acquire beneficial ownership of shares within 60 days of April 3, 2023. The percentage of beneficial ownership is based on 14,022,43819,144,381 shares outstanding as the close of business on December 31, 2017.April 3, 2023.
(2)A director.
(3)
Includes (i) 271,44011,500 shares owned by the pension and profit sharing trusts of BRT Apartments Corp. and REIT Management Corp. of which Fredric H. Gould isin a trustee, as to which shares he has shared voting and investment power, (ii) 23,469 shares owned by a charitable foundation,trust of which he is a director, as to which shares he shares votingthe trustee and investment power, (iii) 33,259the beneficiary is his spouse. Excludes (i) 10,012 shares owned by a trust for the benefit of his grandchildren of which he is a trustee (as to which shares he disclaims beneficial interest), (iv) 25,260 shares owned by a partnership in which an entity wholly owned by him is the managing general partner,spouse and (v)(ii) 2,468 shares held by him as custodian for a grandson, (as to which shares he disclaims beneficial interest). Also includes 2,989,898 shares owned by Gould Investors, as Mr. Fredric H. Gould is the sole owner of the managing general partner of Gould Investors. Excludes 7,512 shares owned by his spouse, as to which shares she has sole voting and investment power and as toeach of which he disclaims beneficial ownership.
(4)(3)
Includes 18,842 shares owned by Jeffrey A. Gould as custodian for one of his children (as to which shares he disclaims beneficial ownership), 23,469 shares owned by a charitable foundation of which he is a director, as to which shares he has shared voting and investment power, 33,259

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shares owned by a trust for the benefit of his children and other relatives of which he is a trustee (as to which he disclaims beneficial ownership), and 2,989,898 shares owned by Gould Investors. He is a director and senior vice president of the managing general partner of Gould Investors.

(5)Includes 47,633 shares owned by Matthew J. Gould as custodian for his children (as to which shares he disclaims beneficial ownership), 23,469 shares owned by a charitable foundation of which he is a director, as to which shares he has shared voting and investment power, 33,25934,523 shares owned by a trust for the benefit of his children and other relatives of which he is a trustee (as to which he disclaims beneficial ownership), 26,219 shares owned by a limited liability company of which he is a manager, and 2,989,8983,357,244 shares owned by Gould Investors. Matthew J.He is a director and senior vice president of the managing general partner of Gould Investors.
(4)
Includes 118,432 shares owned directly which are pledged as collateral for a personal loan, 20,874 shares owned by a pension trust over which he has shared voting and investment power, 23,469 shares owned by a charitable foundation of which he is a director, as to which shares he has shared voting and investment power, 34,523 shares owned by a trust for the benefit of his children and other relatives, of which he is a trustee (as to which he disclaims beneficial ownership), 26,219 shares owned by a limited liability company of which he is a manager, and 3,357,244 shares owned by Gould Investors. He is Chairman of the Board of the managing general partner of Gould Investors. Does not include 1,140 shares owned by his children, as which he disclaims beneficial ownership.
(6)(5)
Includes 101,94573,322 shares owned by limited liability companies in which Mr. Hurand is a member, and 161,479163,591 shares owned by a corporation in which Mr. Hurand is an officer and shareholder.shareholder, and 4,770 shares in a trust of which Mr. Hurand is a trustee. Mr. Hurand shares voting and investment power with respect to the shares owned by these entities.
(7)(6)
Includes 312,634 shares owned by the pension and profit sharing trusts of BRT Apartments Corp., REIT Management Corp. and Gould Investors as to which Mr. Kalish,he, as trustee, has shared voting and investment power. Does not include 4,870Excludes 5,051 shares owned by his spouse, as to which shares she has sole voting and investment power and as to which he disclaims beneficial ownership.
(8)(7)
Includes 13,10241,194 shares owned by the pension trust of Gould Investors and 250,566 shares owned by REIT Management Corp. pension and profit sharing trusts, as to which he, as trustee, has shared voting and investment power.
(8)
Includes 34,410 shares pledged as collateral for a line of credit. No amounts are outstanding on such credit line.
(9)
(9)Excludes 425 shares held by his spouse in trust for a minor.
(10)
Excludes 271 shares owned by his spouse, as to which shares he disclaims beneficial ownership.
(10)(11)
Such person’s address is: 60 Cutter Mill Road, Suite 303, Great Neck, NY 11021.
11
(11)Based on information provided by the reporting person. The reporting person’s address is 15 North Pasture Lane, Nantucket, MA 02554.

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PROPOSAL 1
ELECTION OF DIRECTORS
(Proposal 1)

The Boardboard is divided into three classes, each of which is elected for a staggered term of three years. Our Articles of Incorporation provides there arefor ten directors, subject to increase or decrease as determined by the board. The Boardboard may, following the annual meeting, increase the size of the Boardboard and fill any resulting newly created directorships.

At the annual meeting of stockholders, threefour Class IIII Directors will be elected to our Board.board. Each nominee Alan Ginsburg, Jeffrey A. Gould and Jonathan Simon,identified below has been recommended to our Boardboard by the nominating and corporate governance committee for election at the annual meeting and each nominee has been nominated by our Boardboard to stand for election at the annual meeting, to hold office until our 20212026 annual meeting and until his or her successor is elected and qualified. Class II Directors and Class IIII Directors will continue to serve as directors until our 20192025 and 2024 annual meeting and 2020 annual meeting,meetings, respectively, and until their respective successors are duly elected and qualify. Proxies will not be voted for a greater number of persons than the number of nominees named in the proxy statement.

We expect each nominee to be able to serve if elected. However, if

It is contemplated that all the nominees will stand for election. Should any nominee is unablebecome unavailable for election, all proxies (except proxies marked to serve asthe contrary) will be voted for the election of a director, the persons named in the proxy card may vote for any substitute nominee proposedrecommended by the Board.

board of directors.

In an uncontested election, each nominee for director will be elected only if he or she receives the affirmative vote of a majority of the total votes cast “for,”“for” and “against” and “withheld” for such nominee. As set forth in our Corporate Governance Guidelines,corporate governance guidelines, any nominee for director who is an incumbent director but who is not elected by the vote required in the Bylaws, and with respect to whom no successor has been elected, is required to promptly tender his offer to resign to the Boardboard for its consideration. The nominating committee will recommend to the Boardboard whether to accept the offer to resign. No later than the next regularly scheduled Boardboard meeting to be held at least ten days after the date of the election, the Boardboard will decide whether to accept such offer and promptly and publicly disclose its decision. If the resignation is not accepted, the director will continue to serve until the next annual meeting of stockholders and until the director’s successor is duly elected and qualified or

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until the director’s earlier resignation or removal. If the resignation is accepted, the Boardboard will either leave such position vacant, reduce the size of the Boardboard or elect another individual to serve in place of the resigning director. The nominating committee and the Boardboard may consider any factors they deem relevant in deciding whether to accept a director’s resignation.

The following table sets forth certain information regarding each nominee for election to the Board:

Nominees for Election as Class I Directors
Name
​​
Class
​​
Term to
Expire at
Annual
Meeting in
Carol Cicero
​​
III
​​
2026
Fredric H. Gould
​​
III
​​
2026
Gary Hurand
​​
III
​​
2026
Elie Y. Weiss
​​
III
​​
2026
Directors Whose Term Will Expire in 2021

Terms are not Expiring
Name
​​
Class
​​
Term to
Expire at
Annual
Meeting in
Alan Ginsburg
​​
I
​​
2024
Jeffrey A. Gould
​​
I
​​
2024
Jonathan H. Simon
​​
I
​​
2024
Matthew J. Gould
​​
II
​​
2025
Louis C. Grassi
​​
II
​​
2025
Israel Rosenzweig
​​
II
​​
2025
Jeffrey Rubin
​​
II
​​
2025
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Nominees for Election as Directors
Name and Age
​​
Principal Occupation for the past Five Years and
other Directorships or Significant Affiliations
Carol Cicero
63 years
​​
Director since January 2022; From 2014 through 2021, Group Vice President and from 2000 through 2013, Area Vice President of RAM Partners, LLC, a full service real estate management firm that provides property management services, including the provision of such services for several of our multi-family properties; from 2013 through 2014, director of asset management at Arenda Capital Management, a real estate focused private investment firm. Ms. Cicero’s 30 years of multi-family property management experience led our nominating committee to conclude that she should continue to serve on our board.
​​
Fredric H. Gould
88 Years
​​
Director since 1983 and Chairman of our Board from 1984 through 2013; Chairman of the Board of Directors from 1989 to 2013, Vice Chairman of the Board since 2013, Chief Executive Officer from 2005 to 2007, and President from 2005 to 2006 of One Liberty Properties, Inc., an NYSE listed REIT focused on net leased commercial properties; Chairman of the Board of Georgetown Partners, managing general partner of Gould Investors, from 1997 to 2012 and director from 2013 through 2021; Director of EastGroup Properties, Inc., from 1998 through 2019. He is the father of Jeffrey A. Gould and Matthew J. Gould. Mr. Gould has been involved in the real estate industry for more than 50 years, as an investor, owner, manager, and as the chief executive officer of publicly traded real estate companies. He has served as a director of four real estate investment trusts, and as a former director and a member of the loan committee of two savings and loan associations. His knowledge and experience in business, finance, real estate tax, accounting and legal matters and his knowledge of our company led our nominating committee to conclude that he should continue to serve on our board.
​​
Gary Hurand
76 Years
​​
Director since 1990; President of Management Diversified, Inc., a real property management and development company, since 1987; Director of Citizens Republic Bancorp Inc. and predecessor from 1990 through 2013. He is the father-in-law of Elie Y. Weiss. His extensive experience in commercial real estate and in business operations, and as a former director and member of the audit committee of a publicly traded financial institution, led our nominating committee to conclude that he should continue to serve on our board.
​​
Elie Y. Weiss
50 years
​​
Director since 2007; engaged in real estate development since 1997; Since 2007, Mr. Weiss has served as CEO of Five Forty Real Estate, a family office that manages various investments, and since 2017, he has been a principal at Ponsky Capital Partners, a real estate private equity sponsor at which he is chair of the investment committee; From 1997-2007, Executive Vice President of Robert Stark Enterprises, Inc., a company engaged in the development and management of retail, office and multi-family residential properties; President of Real Estate for American Greetings from 2013 to 2017. His entrepreneurial real estate and diverse business experiences led our nominating committee to conclude that he should continue to serve on our board.
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF CAROL CICERO, FREDRIC H. GOULD, GARY HURAND AND ELIE Y. WEISS AS DIRECTORS.
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Continuing Directors
Name and Age
​​
Principal Occupation for the past Five Years and
other Directorships or Significant Affiliations
Alan H. Ginsburg
79 years
84 Years
​​
Director since 2006; Chief Executive Officer since 1987 of The CED Companies, a private company which develops, builds and manages multi-family apartment communities. His more than 3035 years of experience as chief executive officer of a multi-family real estate developer/manager provides our boardhim with a long-term perspective onexpertise and in-depth knowledge of the real estatemulti-family property industry.
 
​​
 
Jeffrey A. Gould
52
57 years
​​
Director since 1997, President and Chief Executive Officer since 2002 and President and Chief Operating Officer from 1996 to 2001; Senior Vice President and director since 1999 of One Liberty Properties; Senior Vice President of Georgetown Partners, Inc., managing general partner of Gould Investors L.P., since 1996. He is the son of Fredric H. Gould and the brother of Matthew J. Gould. Mr. Jeffrey A. Gould’s experience in a broad range of real estate activities, including real estate evaluation and management, real estate acquisitions and dispositions, mortgage lending and his 15 years as our President enables him to provide key insights on strategic, operational and financial matters related to our business.
 
​
Jonathan H. Simon
52 years
​
Director since 2006; President and Chief Executive Officer since 1994 of The Simon Baron Development Group (f/k/a The Simon Development Group), a private company which develops, owns and manages a diverse portfolio of residential, retail and commercial real estate, primarily in New York City. His background in the real estate industry and in particular, his experience in real estate development, affords him an understanding of the challenges faced in real estate development activities which is helpful in our development and acquisition activities.

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF ALAN GINSBURG, JEFFREY A. GOULD AND JONATHAN SIMON AS CLASS I DIRECTORS. THE PERSONS NAMED IN THE PROXY CARD INTEND TO VOTE SUCH PROXY FOR THE ELECTION OF SUCH PERSONS AS DIRECTORS.

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The following table sets forth certain information regarding directors whose terms will continue after the date of the annual meeting:

Class II Directors Whose Term Will Expire in 2019

Name and Age
Principal Occupation for the past Five Years and
other Directorships or Significant Affiliations
Matthew J. Gould
58
63 years
​​
Director since 2001 and a Senior Vice President since 1993. Vice President of REIT Management Corp., former advisor to the Company, since 1986;1993; from 1999 through 2011, Director and Senior Vice President, from 1989 through 1999, President, from 2011 through 2013, Vice Chairman and from 2013, Chairman of the Board of Directors of One Liberty Properties; from 1996 through 2012, President, and from 2013, Chairman of the Board of Georgetown Partners Inc. He is the sonLLC. Since 2019, Chief Executive Officer of Fredric H. Gould and brother of Jeffrey A. Gould. His experience inRainbow MJ Advisors, which manages real estate matters, includingloans and investments in the acquisitioncannabis industry, since 2021, a Director of Halsa Holdings LLC, which is engaged in commercial activities in such industry and salesince 2022, a Director of real property, mortgage financingMJ Real Estate Investment Trust, a private REIT that acquires interests in, and originates loans secured by, real estate management, makes him a valuable memberassets operated by state licensed cannabis operators. He brings to the board his extensive knowledge of our boardcompany and his more than 35 years of experience as real estate executive with expertise in its deliberations.evaluating, managing, financing, acquiring and selling various types of properties.
 
​​
 
Louis C. Grassi
62
67 years
​​
Director since 2003; ManagingSince 1980, managing partner and chief executive officer of Grassi & Co. CPAs, P.C. since 1980;, CPAs; Director of Flushing Financial Corp. since 1998 and serves as chairman of its audit committee. Mr. Grassi has been involved for more than 28 years in accounting and auditing issues.issues and has extensive management and leadership with private and public companies. His knowledge of financial and accounting matters and his experience as a director and memberchairman of the audit committee of a publicly traded financial institution providesequip him with the accounting and governance background and the skillskills needed to serve as the chairman and financial expert of our audit committee.committee and as our audit committee financial expert.
 
​​
 
Israel Rosenzweig
70
75 years
​​
Chairman of the Board since 2013, Director and Vice Chairman of the Board from 2012 through 2013 and Senior Vice President from 1998 through 2012; Vice President of Georgetown Partners, Inc., since 1997; from 2000 to 2009, President of GP Partners, Inc., an affiliate of Gould Investors L.P., which provided advisory services in the real estate and financial services industries to an investment advisor; Senior Vice President of One Liberty Properties Inc. since 1989. His experience as a lending officer at a major financial institution, his knowledge and experience in business, finance and accounting matters and his more than 34 years of experience in the real estate industryexperience provides theour Board with an experienced and knowledgeable chairman.
 
​​
 
Jeffrey Rubin
49
54 years
​​
Director since 2004; since 2009, President and CEO of The JR Group, which provides consulting services to the electronic payment processing industry; President and Chief Executive Officer of Premier Payments, a provider of credit
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Name and Age
​​
Principal Occupation for the past Five Years and
other Directorships or Significant Affiliations
​​
card processing services for merchants throughout the United States, from 2012 until its sale in 2015; President and director of Newtek Business Services, Inc., a provider of business services and financial products to small and medium sized businesses, from 1999 to 2008; Chief Executive OfferOfficer of Summit Processing Group LLC since 2008. Mr. Rubin’s experience as the president and a director of a public company and his experience in business and financial matters are valuableleadership experiences contribute to our companyhis ability to serve as the chairman of our compensation committeecommittee.
​​
Jonathan H. Simon
57 years
​​
Director since 2006; President and Chief Executive Officer since 1994 of The Simon Development Group and predecessors, a private company which develops, owns and manages a diverse portfolio of residential, retail and commercial real estate, primarily in his activities as a director.New York City. His 30 years of experience in the real estate industry affords him an understanding of the challenges we face.
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Class III Directors Whose Term Will Expire in 2020

Name and Age
Principal Occupation for the past Five Years and
other Directorships or Significant Affiliations
Fredric H. Gould
82 years
Director since 1983 and Chairman of our Board from 1984 through 2013; Chairman of the Board of Directors from 1989 to 2013, Vice Chairman of the Board since 2013, Chief Executive Officer from 2005 to 2007, and President from 2005 to 2006, of One Liberty Properties; Chairman of the Board of Georgetown Partners, Inc. from 1997 to 2012 and director since 2013; President since 1986 of REIT Management Corp., former advisor to the Company; Director of East Group Properties, Inc. since 1998. He is the father of Matthew J. Gould and Jeffrey A. Gould. Mr. Gould has been involved in the real estate industry for more than 50 years, as an investor, owner, manager, and as the chief executive officer of publicly traded real estate entities and real estate investment trusts. He has also served as a director of four real estate investment trusts, and as a director and a member of the loan committee of two savings and loan associations. His knowledge and experience in business, finance, tax, accounting and legal matters and his knowledge of our company’s business and history makes him an important member of our Board.
Gary Hurand
71 years
Director since 1990; President of Dawn Donut Systems, Inc. since 1971; President of Management Diversified, Inc., a real property management and development company, since 1987; Director of Citizens Republic Bancorp Inc. and predecessor from 1990 through 2013. He is the father-in-law of Elie Weiss. Mr. Hurand brings valuable business and leadership skills to the Board in light of his extensive experience in commercial real estate and in business operations and as a former director and member of the audit committee of a publicly traded financial institution.
Elie Weiss
45 years
Director since 2007; engaged in real estate development since 1997; Executive Vice President of Robert Stark Enterprises, Inc., a company engaged in the development and management of retail, office and multi-family residential properties from 1997 to 2007; President of Real Estate for American Greetings since 2013. Mr. Weiss is a principal in a restaurant development and operating group, Paladar Latin Kitchen and Rum Bar. He is also actively engaged in managing his personal real estate investments. He is the son-in-law of Gary Hurand. His real estate and entrepreneurial experiences makes him a valuable member of our board.

HIGHLIGHTS OF OUR COMPENSATION PROGRAM AND GOVERNANCE PRACTICES

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BRT APARTMENTS CORP. 2018 INCENTIVE PLAN
(PROPOSAL 2)

Highlights of the Plan

Set forth below are some of the highlights of the BRT Apartments Corp. 2018 Incentive Plan, which we refer to as the Plan.

A maximum of 600,000 shares are available for grant under the Plan;
Options, restricted stock, restricted stock units, dividend equivalent rights and performance based awards may be granted;
A non-management director may not be granted awards with respect to more than 20,000 shares in any year;
No person may be granted more than 100,000 shares in any year pursuant to each type of award;
Without stockholder approval, we will not (i) reprice, replace or regrant, an outstanding option either in connection with the cancellation of such option or by amending an award agreement to lower the exercise price of such option, (ii) cancel outstanding options in exchange for cash or other awards; and (iii) except as otherwise provided for in the Plan, repurchase outstanding unvested restricted stock or unvested restricted stock units, which we refer to as “RSUs,” in exchange for cash or accelerate the vesting of outstanding unvested shares of restricted stock or RSUs; and
We are entitled to clawback awards granted pursuant to the Plan under specified circumstances.

General

The Board has approved, subject to stockholder approval, the adoption of the BRT Apartments Corp. 2018 Incentive Plan.

The Board believes that granting equity based compensation is an important component of our compensation structure. The purpose of the Plan is to motivate, retain and attract employees, officers and directors of experience and ability and to further the financial success of our company by aligning the interests of participants in the Plan, through the ownership of shares of common stock, with the interests of our stockholders. As of the close of business on the record date, an aggregate of 1,139,375 shares of restricted stock and shares underlying RSUs (i.e.,689,375 shares of restricted stock and 450,000 shares of common stock underlying RSUs) issued pursuant to all of our equity incentive plans were outstanding. Since the restricted stock has a five year cliff-vesting requirement, the outstanding shares of restricted stock vest in approximately equal annual amounts through 2022. The restricted stock units vest in 2021 subject to satisfaction of performance and/or market based conditions. There are 2,500 shares available to be awarded pursuant to our 2016 Amended and Restated Incentive Plan, which we refer to as the “2016 Plan”, and we propose the adoption of the Plan pursuant to which up to 600,000 shares may be awarded. If stockholders adopt the Plan, no further awards will be made under the 2016 Plan. As of the close of business on the record date, there were 14,022,438 shares of common stock outstanding. Other than the one time grant of RSUs in 2016 which represented approximately 3.2% of our outstanding shares at the time of grant, the awards granted each year have generally represented approximately 1% of our outstanding shares at the time of grant.

It is anticipated that awards will be granted under the Plan to: 10 full-time and part-time executive officers; six non-management directors; and approximately 36 full-time and part-time non-executive officers, employees and other participants.

The following summary of major features of the Plan is qualified in its entirety by reference to the actual text of the Plan, set forth as Annex A.

Shares Subject to the Plan

The total number of shares of common stock available for grant under the Plan is 600,000 shares. The Plan authorizes the discretionary grant of (i) incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, which we refer to as the “Code” (ii) non-qualified stock options, (iii) restricted stock, (iv) restricted stock units and (v) performance-based awards. The shares available for

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issuance under the Plan will be authorized but unissued shares of common stock. Shares related to awards that are forfeited, cancelled, terminated or expire unexercised will be available for grant under the Plan. Neither shares tendered by a participant to pay the exercise price of an award, nor any shares withheld by us for taxes, will be available for future grants under the Plan. In the event of a stock dividend or stock split affecting our shares, the number of shares issuable and issued under the Plan and the number of shares covered by and the exercise price and other terms of outstanding awards will be adjusted to reflect such event to prevent dilution or diminution of awards.

Administration of the Plan

The Plan will be administered by our compensation committee which, to the extent deemed necessary by the Board, will consist of two or more persons who satisfy the requirements for a “non-employee director” under Rule 16(b) under the Exchange Act, and an “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended. The compensation committee has authority to administer and construe the Plan in accordance with its provisions. The compensation committee’s authority also includes the power to (a) determine persons eligible for awards, (b) prescribe the terms and conditions of awards granted under the Plan, (c) adopt rules for the administration, interpretation and application of the Plan which are consistent with the Plan and (d) establish, interpret, amend or revoke any such rules. A non-management director may not be granted awards with respect to more than 20,000 shares in any calendar year.

Options

Stock options entitle the holder to purchase a specified number of shares at a specified exercise price subject to the terms and conditions of the option grant. The purchase price per share for each incentive stock option is determined by the compensation committee, but must be at least 100% of the fair market value per share on the date of grant. The aggregate fair market value of shares with respect to which incentive stock options are exercisable for the first time by an individual during any calendar year cannot exceed $100,000. To the extent that the fair market value of shares with respect to which incentive stock options become exercisable for the first time during any calendar year exceeds $100,000, the portion in excess of $100,000 will be treated as a non-qualified option. Options granted under the Plan may be exercisable for a term up to ten years. If a participant owns more than 10% of the total voting power of all classes of our shares at the time the participant is granted an incentive stock option, the option price per share cannot be less than 110% of the fair market value per share on the date of grant and the term of the option cannot exceed five years.

Non-qualified options may not be granted at an exercise price per share that is less than 100% of the fair market value per share on the date of the grant.

Subject to the additional limitations imposed on awards intended to qualify as performance based awards as described below, the maximum aggregate number of shares underlying options that may be granted in one calendar year to an individual participant is 100,000.

Restricted Stock and Restricted Stock Units

Restricted stock are shares that may not be sold, transferred, gifted, bequeathed, pledged, assigned or otherwise disposed of until the end of a specified restriction period. Restricted stock units or RSUs represent the right, upon satisfaction of specified conditions, to receive shares and are subject to the same restrictions on transferability applicable to restricted stock. RSU’s and shares of restricted stock will be issued at the beginning of the restriction period and the compensation committee shall set restrictions and other conditions applicable to the vesting of such award, including restrictions based on the achievement of specific performance goals, time based restrictions or any other basis determined by the compensation committee.

Recipients of restricted stock have the right to vote such shares and to receive and retain cash dividends and other distributions, if any, paid thereon, even if such restricted stock are forfeited in the future. Recipients of RSUs are not entitled to vote or receive dividends with respect to the underlying shares until such shares have been issued. Recipients of such awards will not be entitled to delivery of the stock certificate representing the shares until all the restrictions have been fulfilled.

Generally, any restricted stock or RSUs that does not vest on the vesting date, or on a date prior to the vesting date if it is determined that it cannot vest (for example due to the termination of employment prior to achievement of a time based restriction), will be forfeited to us and the recipient will not thereafter have any rights (including rights to dividends and distributions) with respect to these securities.

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Subject to the additional limitations on awards intended to qualify as performance based awards as described below, no more than 100,000 shares of each of restricted stock and shares underlying RSUs will be awarded to any participant in any calendar year. We will not repurchase outstanding restricted stock or RSUs in exchange for cash. Shares of restricted stock and RSUs held by a participant do not vest in the event of such participant’s death, disability or retirement (as defined in the Plan) of such participant unless otherwise (i) provided in the award agreement or (ii) authorized by the compensation committee. The compensation committee may grant restricted stock or RSUs and set restrictions based upon performance goals so that such grant would qualify as “performance based compensation” under Section 162(m) of the Code. See “Executive Compensation – Compensation Discussion and Analysis – Deductibility of Executive Compensation” for information regarding Section 162(m) of the Code.

Dividend Equivalent Rights

The Plan allows the Committee to grant dividend equivalents rights in tandem with the grant of RSUs and performance based awards (other than restricted stock and options). These rights entitle the holder to receive an amount of cash equal to the cash distributions that would have been paid on shares underlying the award to which such right relates, as if such shares were outstanding during the period beginning with the grant date (or if otherwise determined by the compensation committee, the beginning of the performance cycle) of the award to which such dividend equivalent right relates through the vesting date of such award. Dividend equivalents rights will only vest to the extent the related award vests.

Performance Based Awards

In view of our relatively small market capitalization in comparison to our peers, and our small number of executive officers, it has been our judgment that fair and equitable compensation of our executive officerscompensation and the alignment of the interestscorporate governance programs are evidence of our executive officers with the interests of our stockholders could be accomplished by our compensation committee, with input from our chairman and senior management, analyzing our performance and the performance of each executive officer, and by awarding restricted stockcommitment to our executive officers in reasonable amounts. In view of the pay for performance emphasis of many of our peers and institutional investors, the Plan authorizes the compensation committee to grant performance based awards. Performance based awards will be made by the issuance of restricted stock units or other awards, or a combination thereof, contingent upon the attainment of one or more performance goals (described below) that our compensation committee establishes. The minimum period with respect to which performance goals are measured is one year, but the compensation committee generally intends to establish a multi-year performance cycle. The maximum number of shares with respect to which a participant may be granted performance based awards in any calendar year is 100,000 shares.

The terms and conditions of a performance based award will provide for the vesting of the award to be contingent upon the achievement of one or more specified performance goals that the compensation committee establishes. For this purpose, “performance goals” means for a performance cycle, the specific goals that the compensation committee establishes that may be based on one or more of the following performance criteria:

pre-tax income,
after-tax income,
net income (meaning net income as reflected in our financial reports for the applicable period),
operating income (including net operating income),
any one or more of cash flow, cash flow from operations, and free cash flow,
return on any one or more of equity, capital, invested capital and assets,
funds available for distribution,
occupancy rate at any one or more of our properties,
total stockholder return,
funds from operations (“FFO”), as computed in accordance with standards established by the National Association of Real Estate Investment Trusts, Inc.,

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•adjusted FFO (i.e., adjusting FFO to give effect to any one or more of the following: property acquisition costs, straight-line rent, amortization of lease tangibles, lease termination fee income, amortization of restricted stock or other non-cash compensation expense, amortization and/or write-off of deferred financing costs, deferred mortgage and debt prepayment costs),
stock appreciation (meaning an increase in the price or value of the shares after the date of grant of an award and during the applicable period),
revenues,
assets,
earnings before any one or more of the following items: interest, taxes, impairment charges, depreciation or amortization for the applicable period, as reflected in our financial reports for the applicable period,
reduction in expense levels,
operating cost management and employee productivity,
strategic business criteria consisting of one or more objectives based on meeting specified revenue, market share, market penetration, geographic business expansion goals, objectively identified project milestones, cost targets and goals relating to acquisition or divestitures; and
achievement of business or operational goals such as market share and/or business development.

The performance goals need not be the same with respect to all participants and may be established for the Company in the aggregate or on a per share basis (whether diluted or undiluted), may be based on an absolute or relative basis, may be based on our performance compared to the performance of businesses or indices specified by the compensation committee, may be compared to any prior period, may be based on a company-wide basis or in respect of any one or more business units, may be adjusted for non-controlling interests, and any one or more of the foregoing.

Amendment and Termination of the Plan

No awards may be made under the Plan on or after the tenth anniversary of the Plan’s effective date. Our Board may amend, suspend or terminate the Plan at any time for any reason provided that no amendment, suspension or termination may impair rights or obligations under any outstanding award without the participant’s consent or violate the Plan’s prohibition on repricing (i.e., the replacing or regranting of an option in connection with the cancellation of the option or by amending an award agreement to lower the exercise price of an option or the cancellation of any award in exchange for cash). Stockholders must approve any amendment: (i) if such approval is required under applicable law or stock exchange requirements; or (ii) that changes the no-repricing provisions of the Plan.

Clawbacks; Compliance with Laws; Compliance with REIT Requirements

If a recipient’s relationship with us is terminated for cause (e.g., insubordination, dishonesty, incompetence, moral turpitude, the refusal to perform such person’s duties and responsibilities and other misconduct, as determined by the compensation committee), then (i) all options (except to the extent exercised) immediately terminate and (ii) the recipient’s rights to all restricted stock, RSUs and performance share awards(except to the extent such awards have vested) are forfeited immediately.

The grant of awards and the issuance of shares under the Plan is subject to all applicable laws, rules and regulations, approvals by governmental and quasi-governmental authorities and the applicable provisions of any claw-back policy implemented by us, whether implemented prior to or after the grant of such award.

Awards are not exercisable if such award or its exercise could cause the recipient to be in violation of any restrictions on ownership and transfer of our securities, or if, in the discretion of the compensation committee, such award could otherwise impair our status as a real estate investment trust under the Code.

Change in Control

Awards granted under the Plan that at the time of a change in control (as defined) are not then exercisable or subject to restrictions become immediately exercisable (and all transferability and other restrictions are

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removed effective as of such change in control), except as otherwise provided in the award agreement. Our RSUs awards have historically limited the vesting of such awards upon a change of control. See “Executive Compensation - Compensation Discussion and Analysis – Employment and Severance Agreements; Post-Employment Benefits; Change of Control.” The Plan defines a change in control as follows:

(a) the acquisition in one or more transactions by any person (as defined in Section 13(d) of the Exchange Act) of the beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 25% or more of the outstanding shares or the combined voting power of the then outstanding securities entitled to vote in the election of directors (provided that this provision is not applicable to acquisitions made individually, or as a group, by Fredric H. Gould, Matthew J. Gould and Jeffrey A. Gould and their respective spouses, lineal descendants and affiliates);

(b) individuals who, at the date of the award, constitute our Board cease for any reason to constitute at least a majority of the Board, provided an individual becoming a director subsequent to the date of an award whose election or nomination for election was approved by a vote of at least a majority of the directors then comprising the Board shall be considered as though such individuals were a member of the Board, but excluding any individual whose initial assumption of office occurs as a result either of an actual or threatened election contest or other actual or threatened solicitation of proxies or consent by and behalf of a person other than the Board;

(c) the closing of a sale or other conveyance of all or substantially all of our assets;

(d) the effective time of any merger or other business combination involving us if immediately after such transactions persons who hold a majority of outstanding voting securities entitled to vote are not persons who immediately prior to such transaction held our voting stock.

Federal Income Tax Consequences

The federal tax rules applicable to awards under the Plan under the Code are summarized below. This summary omits the tax laws of any municipality, state, or foreign country in which a participant resides.

Stock option grants under the Plan may be intended to qualify as incentive stock options under Section 422 of the Code or may be non-qualified stock options governed by Section 83 of the Code. Generally, federal income tax is not due from a participant upon the grant of a stock option, and a deduction is not taken by us. Under current tax laws, if a participant exercises a non-qualified stock option, he or she will have taxable income equal to the difference between the market price of the common shares on the exercise date and the stock option grant price. We are entitled to a corresponding deduction on our income tax return. A participant will not have any taxable income upon exercising an incentive stock option after the applicable holding periods have been satisfied (except that the alternative minimum tax may apply), and we will not receive a deduction when an incentive stock option is exercised. The treatment of a disposition of shares acquired through the exercise of a stock option depends on how long the shares were held and whether the shares were acquired by exercising an incentive stock option or a non-qualified stock option. We may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option before the applicable holding periods have been satisfied.

Generally, taxes are not due when a restricted stock (unless the participant makes an election under Section 83(b) of the Code) or RSU award is initially made, but the award becomes taxable when it is no longer subject to a “substantial risk of forfeiture” (i.e., it becomes vested or transferable), in the case of restricted stock, or when shares are issuable in connection with vesting, in the case of an RSU. Income tax is paid on the value of the stock or units at ordinary rates when the restrictions lapse, and then at capital gain rates when the shares are sold.

Section 409A of the Code affects taxation of awards to employees but does not affect our ability to deduct deferred compensation. Section 409A applies to RSUs, performance units, and performance shares. Such grants are taxed at vesting but will be subject to new limits on plan terms governing when vesting may occur. If grants under such plans do not allow employees to elect further deferral on vesting or on distribution, under the regulations, a negative impact should not attach to the grants.

Section 409A of the Code does not apply to incentive stock options, non-qualified stock options (that are not discounted), and restricted stock, provided that there is no deferral of income beyond the vesting date.

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See “Executive Compensation – Compensation Discussion and Analysis – Deductibility of Executive Compensation” for information regarding Section 162(m) of the Code.

New Plan Benefits Table

We have not determined the type, amount or recipients of awards under the Plan. Accordingly, we provide the following table which reflects the awards granted in 2017 pursuant to the 2016 Plan to the persons and groups indicated as if such grants were made pursuant to the Plan. All of such awards were in the form of restricted stock that vest on a “cliff-vesting” basis five years after grant.

Name and Position
Number of
Shares(1)
Dollar
Value ($)(2)
Jeffrey A. Gould
 
13,110
 
 
152,469
 
President and Chief Executive Officer
 
 
 
 
 
 
George Zweier
 
7,500
 
 
87,225
 
Vice President and Chief Financial Officer
 
 
 
 
 
 
Mitchell Gould
 
11,375
 
 
132,291
 
Executive Vice President
 
 
 
 
 
 
David W. Kalish
 
7,000
 
 
81,410
 
Senior Vice President
 
 
 
 
 
 
Steven Rosenzweig
 
3,162
 
 
36,774
 
Vice President
 
 
 
 
 
 
Executive group (10 persons)
 
88,829
 
 
1,033,081
 
Non-executive director group (6 persons)
 
21,750
 
 
252,953
 
Non-executive officer and employee group (36 persons)
 
36,921
 
 
429,391
 
(1)Represents shares of restricted stock that generally vest on a “cliff vesting” basis five years after the date of grant.
(2)The value is based upon $11.63 per share, the closing price for a share of common stock on the New York Stock Exchange on January 2, 2018.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF THE PROPOSAL TO ADOPT THE BRT APARTMENTS CORP. 2018 INCENTIVE PLAN. PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF THE PROPOSAL UNLESS STOCKHOLDERS SPECIFY OTHERWISE.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Proposal 3)

General

The audit committee and the Board are seeking ratification of the appointment of BDO USA, LLP (“BDO”) as our independent registered public accounting firm for the year ending September 30, 2018. Representatives of BDO, our auditors for 2017, are expected to be present at the annual meeting and will have the opportunity to make a statement if such representatives desire to do so and will be available to respond to appropriate questions.

We are not required to have our stockholders ratify the selection of BDO as our independent registered public accounting firm. We are doing so because we believe it is good corporate governance practice. If our stockholders do not ratify the selection, the audit committee will reconsider whether or not to retain BDO, but may, after reconsidering, still decide to retain such firm. Even if the selection is ratified, the audit committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in our best interests.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION OF THE APPOINTMENT OF BDO AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING SEPTEMBER 30, 2018.

Audit and Other Fees

The following table presents, except as otherwise indicated, BDO’s fees (including expenses) for the services indicated for 2017 and 2016:

 
2017
2016
Audit fees(1)
$
524,085
 
$
519,283
 
Audit-related fees
 
—
 
 
—
 
Tax fees
 
6,883
 
 
—
 
All other fees
 
—
 
 
—
 
Total fees
$
530,968
 
$
519,283
 
(1)Includes fees for the audit of our annual consolidated financial statements, the annual audit of internal controls over financial reporting, the review of the consolidated financial statements included in our quarterly reports on Form 10-Q, the audits of the statements of revenue and certain expenses performed in connection with multi-family property acquisitions in accordance with Rule 3-14 of Regulation S-X, and in 2017 and 2016, for services rendered in connection with registration statements filed with the SEC.

Approval Policy for Audit and Non-Audit Services

The audit committee annually reviews and approves the retention of our independent registered public accounting firm for each fiscal year and the audit of our financial statements for such fiscal year, including the fee associated with the audit. In addition, the audit committee approves the provision of tax related and other non-audit services. Any fees for the audit and any fees for non-audit services in excess of those approved by the audit committee must receive the prior approval of the audit committee.

Proposals for any non-audit services to be performed by our independent registered public accounting firm must be approved in advance by the audit committee.

For 2017, the audit committee pre-approved all of the audit, tax and non-audit services rendered by our independent registered public accounting firm.

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REPORT OF THE AUDIT COMMITTEE

The information contained in this Report of the Audit Committee shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing (except to the extent that we specifically incorporate this information by reference) and shall not otherwise be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act (except to the extent that we specifically incorporate this information by reference).

The role of the audit committee is to, among other things, select and engage our independent registered public accounting firm and to oversee and monitor our financial reporting process, the independence and performance of the independent registered public accounting firm and the functioning of our internal controls. It is management’s responsibility to prepare financial statements in accordance with generally accepted accounting principles and for the independent registered public accounting firm to perform an independent audit of the financial statements and to express an opinion on the conformity of those financial statements with generally accepted accounting principles.

In performing its duties, the audit committee:

met and held discussions with management, the independent registered public accounting firm and the accounting firm performing the internal control audit function on our behalf;
discussed with the independent registered public accounting firm the overall scope and plan for its activities and reviewed with the accounting firm performing the internal control function its work plan and the scope of its activities;
obtained representations from management to the effect that the year-end consolidated financial statements were prepared in accordance with generally accepted accounting principles;
was advised by the independent registered public accounting firm that it would render an unqualified opinion with respect to the year-end consolidated financial statements;
reviewed and discussed the year end consolidated financial statements with management and the independent registered public accounting firm;
discussed and evaluated our internal control procedures with management, the independent registered public accounting firm and the accounting firm performing the internal control audit function;
reviewed with management the process used for the certifications under the Sarbanes-Oxley Act of 2002 of our filings with the SEC;
reviewed the unaudited quarterly financial statements prior to filing each Form 10-Q with the SEC and reviewed the related quarterly earnings press releases prior to issuance of same;
•discussed with the independent registered public accounting firm matters required to be discussed by the Public Company Accounting Oversight Board (the “PCAOB”) Auditing Standard (“AS”) No. 1301 (formerly AS 16), Communications with Audit Committees;
•discussed with the independent registered public accounting firm such firm’s independence from BRT and management, and received the written disclosures and the letter from such firm required by PCAOB Ethics and Independence Rule 3526 (Communication with Audit Committees Concerning Independence); and
reviewed and approved the independent registered public accounting firm’s fees, both for performing audit and non-audit services, and considered whether the provision of non-audit services by the independent registered public accounting firm was compatible with maintaining the independent registered public accounting firm’s independence and concluded that it was compatible.

The audit committee meets with the independent registered public accounting firm and the accounting firm performing the internal control audit function, with and without management present, to discuss the results of their examinations, their evaluations of the internal controls, and the overall quality of our financial reporting.

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Based on the reviews and discussions referred to above, the audit committee recommended that the Company’s audited consolidated financial statements for the year ended September 30, 2017 be included in its Annual Report on Form 10-K for the year ended September 30, 2017 for filing with the SEC.

Louis C. Grassi (Chairman)
Gary Hurand
Elie Weiss

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Highlights

The following are highlights of our compensation practices; practices—we encourage you to read the more detailed information set forth herein:

all of our named executive officers (as defined herein) are employees at will—none of these officers have employment agreements with us;
there are no severance or similar arrangements for our named executive officers, other than amounts which have vested under qualified defined contribution plans and the accelerated vesting of restricted share awards and restricted stock units upon the occurrence of specified events as described herein;
there are no excise tax gross ups or similar arrangements for our executive officers;
the restricted shares awarded to our full-time named executive officers generally vest on a “cliff vesting” basis five years after the grant date—the shares do not vest incrementally on a quarterly or annual basis;
WHAT WE DO
✔
•​​
Use rigorous performance goals. Only 56% of the RSUs awarded to our executive officers in 2016 vest, assuming continued service through2021 and 2022, excluding the 2021 vesting date, only if, and to the extent that, performance and/or market conditions are satisfied—we believe that these conditions establish challenging hurdles as only 25% of the awards (excluding the effectimpact of the peer group adjustments (as described under “-Components of Executive Compensation - Post Employment Benefits Program”))adjustment, would have vested as of September 30, 2017;December 31, 2022, demonstrating the rigorous conditions established for our equity incentive awards.
•​we​
✔
​​
Emphasize equity awards as a significant portion of the performance/incentive component of compensation. Long-term equity awards (i.e., the grant date fair value of the restricted stock awarded in 2023 for 2022 performance) and equity incentive awards (i.e., the grant date fair value of the RSUs awarded in 2022; the long-term equity awards and equity incentive awards are referred to collectively as the “Equity Awards”) accounted for 68%, 86% and 90% of the performance/incentive-based comportment of compensation awarded to Jeffrey A. Gould, our CEO, Mitchell Gould, our Executive Vice President and George Zweier, our Chief Financial Officer, respectively, for 2022.
​​
✔
​​
Equity awards as a significant component of annual base compensation. In 2022, Equity Awards, as a percentage of base annual compensation (i.e., salary, cash bonus and the grant date fair value of the Equity Awards), was 35%, 40% and 47% for Jeffrey A. Gould, Mitchell Gould and George Zweier, respectively.
​​
✔
​​
Mitigate undue risk in compensation programs. The executive compensation program includes features that reduce the possibility of our executive officers, either individually or as a group, making excessively risky business decisions that could maximize short-term results at the expense of longer-term value.
​​
✔
​​
Balance of short-term and long-term incentives. Our incentive programs provide an appropriate balance between shorter and longer-term incentives.
​​
✔
​​
Capped equity award payouts. The number of shares that can be earned under our long-term equity incentive program are capped.
​​
✔
​​
Independent compensation committee. Our compensation committee is comprised entirely of independent directors and it oversees risks with respect to our compensation practices.
​​
✔
​​
Clawback policy. We are entitled to clawbackrecoup compensation under specified circumstances,or cause the forfeiture of compensation as more fully described under “—Clawbacks.”
​​
✔
​​
Stock ownership guidelines. All of our named executive officers and non-management directors own a meaningful amount of our stock as required by these guidelines – Componentssee “– Stock Ownership Guidelines.”
​​
✔
​​
Diversity; Responsiveness to Stockholders’ Corporate Governance Comments. We are responsive to comments and concerns raised by our stockholders. In response to comments raised by stockholders regarding board diversity, we appointed Carol Cicero, a highly-qualified woman, as a director.
WHAT WE DON’T DO
✘
​​
No employment agreements. None of Executive Compensation – Clawbacksour officers have employment agreements. Employment of all of our full-time executive officers is “at will.”;
​​
✘
​​
No severance arrangements. There are no severance or similar arrangements for our executive officers, other than accelerated vesting of shares of restricted stock and RSUs upon the occurrence of specified events (e.g., death, disability, retirement or change of control).
​​
✘
​​
No golden parachute tax gross-ups. There are no excise tax gross ups or similar arrangements for our executive officers.
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​​
✘
​​
No dividend or dividend equivalents on unearned equity incentive awards. No dividends are paid on the RSUs until the underlying shares are earned.
​​
✘
​​
Anti-Hedging policy. We prohibit our directors, officers, employees and others from engaging in short sales involving our shares or hedging transactions — see “— Policy Prohibiting Hedging of our Securities.”
​​
✘
​​
No multi-year or guaranteed bonuses or equity grants. We do not pay guaranteed bonuses to anyone and currently have no guaranteed commitments to grant any equity-based awards. This ensures that we are able to base all compensation awards to measurable performance factors and business results.
​​
✘
​​
No costly defined benefit pension or supplemental retirement plans. We do not provide costly retirement benefits to our executive officers that reward longevity rather than contributions to our performance.
Total Stockholder Return
The following chart compares the compensation we paycumulative return of our named executive officerscommon stock with the Standard and Poor’s 500 index, MSCI US REIT Index, the Nareit Apartment Index and the average of our Compensation Peer Group (as described under “Executive Compensation – Compensation Consultant”) for the three years ended December 31, 2022:

Our Total Stockholder Return Compared to the Total Stockholders Return of Other REITs
Based on a report prepared by KeyBanc Capital Markets, set forth below is generally related (though not formulaically tied to)our ranking in terms of total stockholder return in comparison to our financial performance and to a subjective evaluationapproximately 168 publicly traded REITs for each of the individual performance of each such officer;indicated periods ended December 31, 2022:

our compensation committee is comprised entirely of independent directors; and
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EXECUTIVE COMPENSATION
General

This compensation discussion and analysis describes

We describe below our compensation objectives and policies as applied to our chief executive officer, chief financial officer and our three other most highly compensated officers named in the Summary Compensation Table (collectively, the “named executive officers”) in 2017.. This discussion and analysis focuses on the information contained in the compensation tables that followappear in this discussionproxy statement but also describes our historic compensation structure and analysis. We also describe compensation actions taken historicallypractices to the extent it enhancesenhance an understanding of our executive compensation disclosure. Generally,programs.
Historically, except with respect to equity based awards which were determined by our compensation committee, oversees our compensation program, recommends to our Board for its approvaldeterminations (i.e., the compensation of our full-time executive officers, employed by us on a full-time basisthe annual fee paid to the chairman of our board of directors, the grants of Equity Awards, and the compensation paid those performingfee for Services (as such term is described below). Our audit committee reviewsin “ – Compensation Setting Process – Part Time Executive Officers – Services”), were made by our Board after taking into account the appropriateness of the allocation to us under a shared services agreementrecommendations of the compensation of executive officers who perform services for us on a part-time basis andand/or audit committee. In late 2022, our board delegated to the compensation committee the authority to make these compensation determinations. As a result (i) base salary, perquisites and fees for Services to be paid for the Services. Historically, another element of our compensation program was the fee paid by us to our former advisor, REIT Management, pursuant to the amended and restated advisory agreement, as amended, which we refer to as the “advisory agreement,” and the related paymentin 2022 were recommended by such advisor ofcommittee and approved by the board in late 2021 and (ii) bonuses for 2022, which were paid in early 2023, were determined by the compensation to certain of our executive officers. The services the former advisor performed for us included, among other things, participatingcommittee in our multi-family property acquisition analysis (which included executives of REIT Management serving on our investment committee), property disposition consultation and review, developing and maintaining banking and financing relationships, providing investment advice, long-term planning and consulting with our executives and employees in other aspects of our business, as required. Effective as of December 31, 2015, the advisory agreement was terminated and in lieu thereof, we retained certain related parties on an at-will basis to continue to perform the services, which we refer to as the Services, previously provided pursuant to the advisory agreement.

late 2022.

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For the past several years, we have usedWe use the following compensation structure with respect to the compensation paid by us to our executive officers:

executive officers who devote all, or substantially all, their business time to our affairs are compensated directly by us. The named executive officers who fit into this category are Jeffrey A. Gould, our President and Chief Executive Officer, Mitchell Gould, our Executive Vice President and George Zweier, our Vice President and Chief Financial Officer. These named executive officers are involved on a full-time basis in our multi-family property activities, management of our other real estate assets, and/or financial reporting;
executive officers who devote their time to us on a part-time basis, whose basic annual compensation (base salary, bonus, if any, and perquisites) is allocated to us under a shared services agreement based upon the estimated time each devotes to our business activities compared to the estimated time each devotes to the other parties to the shared services agreement. These executive officers perform services to us related primarily to legal, accounting, insurance and tax matters, corporate governance, SEC and New York Stock Exchange reporting and other regulatory matters, and consult with our executives and employees in areas involving multi-family property acquisitions, dispositions and financings, property management, and capital raising. These executive officers are also compensated by us for their provision of the Services. See “Certain Relationships and Related Transactions.” David W. Kalish, Senior Vice President, Finance is the only named executive officer who fits into this category in 2022; and
executive officers who devote their time to us on a part-time basis, who are compensated for the Services, but do not receive basic annual compensation from us and whose basic annual compensation is not allocated to us under the shared services agreement. Matthew J. Gould is our only named executive officer who fit into this category in 2022.
•executive officers who devote their time to us on a part-time basis, whose basic annual compensation (base salary, bonus, if any, and perquisites) is allocated to us under a shared services agreement based upon the estimated time each devotes to our business activities compared to the estimated time each devotes to the other parties to the shared services agreement. These executive officers perform services to us related primarily to legal, accounting and tax matters, corporate governance, SEC and New York Stock Exchange reporting and other regulatory matters, and consult with our executives and employees in areas involving multi-family property acquisitions, dispositions and financings, property management, and capital raising. These executive officers may also be compensated by us for their provision of the Services. See “Certain Relationships and Related Transactions.” David W. Kalish, Senior Vice President, Finance and Steven Rosenzweig, Vice President, respectively, are the only named executive officers who fit into this category.

The Role of Say-on-Pay

In reviewing our compensation philosophy and practices and in approving compensation for 2017,2021, the compensation committee was aware of the results of our March 2014June 2020 “say-on-pay” vote in which approximately 99%95.5% of the shares that voted on such proposal voted to approve our executive compensation determinations and practices. The compensation committee viewed such results as supportive of our compensation philosophy, practices and determinations.

Compensation Consultant
Our compensation committee is authorized by its charter to retain independent counsel, compensation and benefits consultants, and other outside experts or advisors. In 2022, our compensation committee retained Ferguson Partners Consulting L.P., which we refer to as “Ferguson”, to analyze the competitiveness of our compensation practices in a benchmarking study. Ferguson, a nationally recognized compensation consulting firm specializing in the real estate industry, has no relationship with us or any of our affiliates. (Ferguson also serves as the independent compensation consultant for One Liberty Properties).
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As part of its benchmarking evaluation, Ferguson compared our compensation practices to the following REITs, which we refer to as the “Compensation Peer Group”: Armada Hoffler Properties, Inc., CatchMark Timber Trust, Centerspace, Community Healthcare Trust Incorporated, CTO Realty Growth, Inc., Farmland Partners, Inc., Hersha Hospitality Trust, INDUS Realty Trust, Inc., Postal Realty Trust, Inc., UMH Properties, Inc., and Urstadt Biddle Properties Inc. The Compensation Peer Group is comprised of the following types of REITs: three diversified, one healthcare, one hotel, one land, one manufactured home, one multi-family, one shopping center, one specialized and one timber. The Compensation Peer Group was selected by Ferguson using the peer group it previously used in preparing its last report for the compensation committee, as adjusted in 2022 in consultation with management and the compensation committee. These adjustments generally eliminated certain companies that were in the process of being acquired or were significantly larger than us, and added REITs that were similar in size or based in New York.
Ferguson’s report, which was presented to the compensation committee in November 2022, analyzed BRT's executive team in a variety of ways, including benchmarking each individual compared to an appropriate benchmark (either by similar role and/or pay ranking level) as well as the executive team in the aggregate. The findings indicated that BRT's executive team, overall, was generally in line with the median of our Compensation Peer Group (in line defined as being +/ - 10% of the median).
Objectives of our Executive Compensation Program

A

The principal objectiveobjectives of our compensation program for full-time executive officers isare to: (a) retain highly experienced officers who have worked together for a long time and contribute to our success, (b) motivate these officers to contribute to the achievement of the Company’s success, (c) ensure that the total compensation paid to themsuch officers is fair and competitive.competitive both internally (i.e., within our company), and externally (i.e., with respect to our peers), and (d) align the interests of these executives and our stockholders. The compensation committee believes that relying on this principlethese objectives permits us to retain and motivate these officers.

With respect to senior executive officers whose compensation is allocated to us under the shared services agreement (i.e., part-time officers) it is our objective that each of these officers receives compensation which, as allocated to us, is reasonable for the services they perform on our behalf, and that these executives provide us with sufficient time and attention to meet our needs and to perform their duties on our behalf. The compensation committee believes that:

our part-time executive officers perform valuable services on our behalf, devote sufficient time and attention to our business needs, are able to fully meet our needs and perform their duties effectively; and
utilizingusing part-time executive officers pursuant to the shared services agreement enables us to benefit from access to, and the services of, a group of senior executives with experience and knowledge in real estate acquisitions and dispositions, real estate management, finance (including mortgage financing), banking, legal (including SEC reporting), accounting and tax matters that an organization our size could not otherwise afford.

Compensation Setting Process

Full-Time Executive Officers

Since we have only eight full-time employees, we

We determine compensation for our full-time employees, including ournamed executive officers on a case- by-casecase-by-case basis and our compensation decisions include subjective determinations. We do not use formal quantitative performance targets to determine compensation, except with respect to RSUs which are equity based incentive awards that vest upon satisfaction of market and/or performance based conditions. Base salaries are determined immediately preceding the performance metrics establishedyear in connection with our RSUs, our compensation decisionswhich such salaries are subjective.

For our full-time executive officers,to be paid, cash bonuses, which are paid after taking into account the recommendationsPerformance Criteria (as described in the following paragraph) are determined at the end of the Chief Executive Officer play a significant roleyear in which services are rendered and paid in the compensation setting process, since hefollowing year, restricted stock is awareawarded for service in a particular year and granted in the following the year and RSUs are granted in June/July of each executive officer’s duties and responsibilities

year as an additional three-year performance incentive.

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and is most qualified to assess the level of each officer’s performance in carrying out his duties and responsibilities. The Chief Executive Officer, prior to making recommendations to the compensation committee concerning each executive officer’s compensation, consults with other senior executive officers. In considering base compensation and bonuses, the Chief Executive Officer, and other senior executive officerswe assess an individual’s performance, which assessment is highly subjective, and our overall performance for the preceding year including, without limitation, the progress of our business in general, our multi-family property acquisition and disposition activities, our revenues, results

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of operations, funds from operations, adjusted funds from operations, total stockholder return, andgains on property sales, the management of our real estate portfolio and subjective considerations (collectively, the “Performance Criteria”). Since executive officers have different responsibilities, no Performance Criteria is given moreThe weight thanassigned to any other. Based on the foregoing, the Chief Executive Officer proposes to the compensation committee with respect to each full-time executive officer, a base salary for the following year, a cash bonus applicable to the recently completed year (which is paid in the following year), the perquisites to be made available for the following year and the numberparticular element of shares of restricted stock to be awarded to each individual executive officer in the following year. The compensation committee reviews and discusses (including discussions without management’s participation) the CEO’s recommendations and takes into account the Performance Criteria. The compensation committee has discretion to accept, reject or modify the recommendations. The final decision by the compensation committee on compensation matters related to executive officers is reported to the Board, which can approve, modify or reject recommendation of the committee.

With respect to our Chief Executive Officer, the (i) chairman of the committee and the Chief Executive Officer may meet to discuss the Chief Executive Officer’s compensation, and/or (ii) Chief Executive Officer or other senior executives may make recommendations to the compensation committee as to the appropriate level of compensation to be paid the Chief Executive Officer. The compensation committee then meets, without management, to discuss the Chief Executive Officer’s base salary for the following year, a cash bonus applicable to the recently completed year (which is paid in the following year), and the perquisites to be made available for the following year. The committee takes into account the Performance Criteria changes over time, and in its discretion, may take into account any compensationvaries based on, among other things, subjective factors and the Chief Executive Officer received from REIT Management and/or other parties to the shared services agreement. The compensation committee then reports its recommendations to the Board, which can approve, modify or reject the recommendation of the committee. The number of shares of restricted stock to be awarded to the Chief Executive Officer is considered and determined by the committee annually, at the same time the committee considers and approves all restricted stock awards to be made for that year.

officer’s specific responsibilities.

Part-Time Executive Officers

Shared Services Agreement

Fredric H. Gould, the former chairman of our Board, is a principal executive and/or sole owner of each entity which participates with us in the shared services agreement. In such capacity, he, in consultation with our Chief Executive Officer and other senior executives, determines the

The annual base compensation of our part-time executive officers to be paid in the aggregate by one or more of the entities which are parties to the shared services agreement is determined by the senior officers (including one or more of Fredric H. Gould, Jeffrey A. Gould and Matthew J. Gould) of the entities which are parties to such agreement. Our audit committee reviews the allocations made under the shared services agreement to determine that the allocations have been made in accordance with the terms of this agreement and its conclusions are reported to the Board.

board. See “Certain Relationships and Related Transactions.”

Services

Several of our part-time executive officers and a management director perform Services on our behalf. The term “Services” refers to the following: participating in our property analysis and approval process, property disposition consultation and review, developing and maintaining banking and financing relationships, providing investment advice, and long-term planning and consulting with our executives and employees in other aspects of our business, as required. Our Chief Executive Officer, in connection with other senior executive officers and a management directors,director, recommends to the compensation and/or audit committee(s) and such committee determines the compensation to be paid to the part-time executive officersfor performing the Services. Our compensation committee and audit committee review and approve the individuals performing the Services and the amounts such individuals are to be compensated. Each such committee and the Board have the authority to accept, modify or reject such recommendation and such determinations are approved by the Board.

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Components of Executive Compensation

The principal elements of our compensation program for our full-time executive officers in 20172022 were:

base salaries;
annual cash bonuses, which are available only to full-time executive officers and are provided in the form of a cash payment (and to the extent part-time executive officers are awarded cash bonuses by any of our affiliates that are party to the shared services agreement, our share of such bonuses is allocated to us pursuant to such agreement (see “Certain Relationships and Related Transactions—Related Party Transactions”);
•annual cash bonuses, which are available only to full-time executive officers and are provided in the form of a cash payment (and to the extent part-time executive officers are awarded cash bonuses, our share of such bonuses is allocated to us pursuant to the shared services agreement (see “Certain Relationships and Related Transactions—Related Party Transactions”);
compensation paid to part-time executive officers in connection with their performance of the Services;
long-term equity in the form of restricted stock;stock and long-term equity awards in the form of RSUs; and
special benefits and perquisites (i.e., contributions to defined contribution plan, additional disability insurance, long term care insurance, payment of education benefits and an automobile allowance (including insurance, maintenance and repairs)).
•special benefits and perquisites (i.e., additional disability insurance, long term care insurance and an automobile allowance (including insurance, maintenance and repairs)).

In determining 20172022 compensation, the compensation committee did not have a specific allocation goal between cash and equity-based compensation.

Base Salary

Full-Time Executive Officers

Base salary is the basic, least variable form of compensation for the job an executive officer performs and provides each full-time executive officer with a guaranteed annual income. Base salaries of executive officers compensated by us directly are generally targeted to be competitive with the salaries paid to executives performing substantially similar functions at other REITs with a market capitalization similar to ours, taking into consideration the region in which our executive officers are located. Any increase in base salary is determined on a case-by-case basis, is not based upon a structured formula and is based upon, among other considerations, (i) such executive’s current base salary, (ii) the recommendation of the Chief Executive Officer and other senior
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executive officers, (iii) our performance in the preceding year (e.g., acquisition, disposition and financing activities, revenues, net income, funds from operations, adjusted funds from operations, stock price performance, dividends and any one or more of the foregoing), (iv) the individual’s performance, (v) years of service, (vi) job responsibilities;responsibilities, and (vii) subjective factors.

Part-Time Executive Officers

In setting the

Their annual base salary for these officers, our management directors and senior executive officers, in consultation with one another, consider and review the executive’s responsibilities to all parties to the shared services agreement, the executive’s performance, years of service, current annual base salary and the performance of the companies which participate in the shared services agreement. The annual base salary issalaries are allocated to the entities which are parties to the shared services agreement, including us, based on the estimated time devoted by our executivesthem to each entity that is a party to such agreement.

Bonus

Full-Time Executive Officers
We provide the opportunity for our full-time executive officers and other full and part-time employees to earn an annual cash bonus. We provide this opportunity both to reward our officers and employeesthese individuals for past performance and to motivate and retain talented people. We recognize that annual bonuses are almost universally provided by other companies with which we might compete for talent. Annual cash bonuses for our executive officers (including the three named executive officers who devote substantially all of their business time to our affairs) are determined on a case-by-casean individual basis andtaking into account the Performance Criteria. These determinations are determined subjectively. In determining annual cashhighly subjective.
Part-Time Executive Officers
Their bonuses consideration is given to both an executive’s performance and to our overall performanceare allocated in the applicable year. Once our compensation committee has approved the annual bonus to be paid to each executive officer, the compensation committee presents its recommendations to the Board forsame manner as their approval. Based on our present structure and our small number of full-time executive officers, our compensation committee has not established formulas or performance goals to determine cash bonuses for our executive officers.

base salaries are allocated as described above under “— Part-Time Executive Officers.”

Services

Our management directors and certain part-time executive officers, including two named executive officers (i.e., David W. Kalish and Steven Rosenzweig)Matthew J. Gould), provide Services. See “Executive Compensation – Compensation

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Discussion and Analysis – General” for a description of the Services. The other executive officers and management directorsindividuals performing Services are: Fredric H. Gould, Isaac Kalish, Israel Rosenzweig, Matthew Gould,Steven Rosenzweig and Mark H. Lundy. See “Certain Relationships and Related Transactions.”

Long-Term Equity and Long-Term Equity Incentive Awards

We provide the opportunity for our full-time and part-time executive officers to receive long-term equity (i.e., restricted stock) and long-term equity incentive awards.awards (i.e., RSUs). These compensation programs are designed to recognize responsibilities, reward performance, retain our executive officers, motivate future performance and align the interests of our executive officers with our stockholders’ interests. The compensation committee reviews annually management’s recommendations for long-term equity awards and long-term equity incentive awards for all our officers, directors and employees and makes determinations with respect to the grant of such awards. In making these determinations, the compensation committee considers the factors it considers relevant, including our performance and an individual’s performance. Existing ownership levels are not a factor in award determinations.
In 2022, with Ferguson’s input, we adopted a long-term pay-for-performance equity incentive program (the “2022 Performance Plan”) pursuant to which we issued to 16 individuals, including all our named executive officers, RSUs exchangeable for up to an aggregate of 212,470 shares of common stock, including up to approximately 23,608 shares issuable pursuant to the peer group adjustment described below. Generally, these RSUs vest if and to the extent pre-established market or performance conditions are met for the three-years ending June 30, 2025. Further, the awards tied to market performance are subject to increase or decrease, which we refer to as the “peer group adjustment”, based upon our market performance compared to the market performance of a peer group. Finally, recipients are entitled to an amount equal to the cumulative dividends that would have been paid on the shares underlying the RSUs that vest had the shares been outstanding during the performance cycle (the “RSU Dividend Equivalents”). See “ — Grant of Plan Based Awards” for further information. We use RSUs as an element of our long-term equity incentive compensation program with the expectation that in light of the three-year vesting period and the need to satisfy market and/or financial performance conditions, these awards will further align the interests of our executive officers with our stockholders and reward long-term market and financial performance.
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The conditions that must be satisfied to earn the performance-based compensation are tied to the achievement of rigorous, sustained performance and/or market goals – as further described below, 50% of the award is based on adjusted funds from operation (“AFFO”) and 50% on total stockholder return (“TSR”), in each case as calculated pursuant to the applicable award agreement. The specific goals and the other material terms and conditions of the 2022 Performance Plan are as follows:
Long–Term Equity Incentive
Awards Performance
Criteria
​​
Weight
​​
Minimum Performance
Criteria
​​
Target Performance
Criteria
​​
Maximum Performance
Criteria
Adjusted Funds from Operations (AFFO)
​​
50%
​​
Compounded annual growth rate of 4%
​​
Compounded annual growth rate of 6%
​​
Compounded annual growth rate of 8%
​​
​​
​​
​​
Total Stockholder Return (TSR)
​​
50%(1)
​​
Compounded annual growth rate of 5%
​​
Compounded annual growth rate of 8%
​​
Compounded annual growth rate of 11% or greater
(1)
Does not give effect to the increase or decrease in the number of shares subject to the award as a result of the peer group adjustment.
The RSUs granted during the two years ended December 31, 2022 are, as of such date, at the 56% level (excluding the impact of the peer group adjustment) of the full payout of the performance objectives at which the RSUs vest. See Note 10 of our consolidated financial statements included in our 2022 Annual Report to Stockholders and “— Grant of Plan Based Awards During 2022” for a more extensive description of the metrics applicable to the 2022 Performance Plan.
We do not have a formal policy with respect to whether equity compensation should be paid in the form of stock options, restricted stock or RSUs. For approximately the past ten years, we have awarded onlyWe generally grant on an annual basis, restricted stock awards which vest after five years of service and in 2016, initiated the useRSUs that vest after three years subject to satisfaction of RSUs. We do not anticipate issuing any additional RSUs until 2021, the expiration of the vesting period with respect to the RSUs granted in 2016.market and/or performance conditions. The compensation committee generally believes restricted stock awards and RSUs are more effective than options in achieving our compensation objectives. Restricted stock havehas a greater retention value than options because of the five-year cliff vesting requirement and because before vesting, dividends are paid on restricted stocks are entitled to dividends prior to vesting. In addition, because fewer stocks are normally awarded, it is potentially less dilutive than options.stock as an additional element of compensation. Executive officers also realize value upon the vesting of the restricted stocks,stock, with the value potentially increasing during the five-year vesting period if our stock performanceprice increases. RSUs provide an additional incentive component to equity based awards in that the units only vest if, and to the extent, performance or market conditions are satisfied. Restricted stock awards and RSUs align the interests of our officers with our stockholders and, because fewer shares are normally awarded than in connection with the grant of options, they are potentially less dilutive than option grants.

All the outstanding

Generally, our grants of restricted stock awards and RSUs provide for five-year “cliff” vesting. The compensation committee believes that awards with five-year “cliff” vesting provide a strong retention incentive for executives, reduces the potential risk associated with equity awards and aligns the interestsare made in January of our executive officers with our stockholders. We view our capital stock as a valuable asset that should be awarded judiciously. For that reason, it has been our policy that the aggregate restricted stock awards granted each year to our executive officers, employees, directorsin recognition of services provided for the prior year and consultants should not exceed approximately 1%the RSUs are granted in June/July of our issued and outstanding common stocks. In 2017, the restricted stock awards constituted approximately 1% of our outstanding shares of common stock at the time of grant.

each year. We do not have a formal policy on timing equity compensationthese grants in connection with the release of material non-public information. Generally, equity awards are grantedinformation and in Januaryview of each year, though for 2018 we anticipate grantingthe three-year and five-year cliff vesting requirements with respect to RSUs and restricted stock in March 2018. Our compensation committee has reviewed our compensation policies and practices to ascertain if the risks arising fromawards, respectively, we do not believe such policies or practices are reasonably likely to have a materially adverse effect on our company. The compensation committee concluded that while our compensation program takes into account the company’s performance the program does not encourage excessive or unnecessary risk-taking and our policies and practices achieve a balance between annual performance and long-term growth.

See “—Outstanding Equity Awards at Fiscal Year End” and note 12 of our consolidated financial statements included in Annual Report on Form 10-K for the year ended September 30, 2017 for additional information about our RSUs.

Clawbacks

We are entitled to clawback or obtain reimbursement of an executive’s compensation under the following circumstances:

in the event we are required to restate our financial statements due to our material non-compliance, as a result of misconduct, with any financial reporting requirement under the securities laws, our chief executive officer and chief financial officer are required to reimburse us for (i) any bonus or otherformal policy is necessary.

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incentive based compensation or equity based compensation they receive from us during the 12 months following the initial public issuance of the financial document embodying such financial reporting requirement and (ii) profits from the sale of our common stock during such 12 months;

•if an executive officer’s relationship with us is terminated for cause (e.g., insubordination, dishonesty, incompetence, moral turpitude, the refusal to perform such person’s duties and responsibilities and other misconduct of any kind, as determined by the compensation committee, then (i) all options (except to the extent exercised) immediately terminate and (ii) the officer’s rights to all restricted stock, RSUs and performance share awards(except to the extent such awards have vested) are forfeited immediately; and
in accordance with any additional claw-back policy implemented by us, whether implemented prior to or after the grant of an award pursuant to our equity incentive plans.

Executive Benefits and Perquisites

We provide our executive officers and our employees with a competitive benefits and perquisites program. For 2017,2022, the executive benefits and perquisites we provided to executive officers generally accounted for a small percentage of the compensation provided by, or allocated to, us for our executive officers. In addition to the benefits and perquisites provided to all our full-time employees, we provided to certain of our full-time executive officers an automobile allowance (including payments for automobile maintenance and repairs), the payment of college tuition expense and the payment of premiums for additional disability insurance and/or long-term care insurance. The cost of the executive benefits and perquisites provided to our part-time executive officers, which benefits are similar to those provided to our full-time executive officers, is allocated among us and other entities pursuant to the shared services agreement.

Employment and Severance Agreements; Post-Employment Benefits; Change of Control

None of our named executive officers has employment or severance agreements with us. They are “at will” employees who serve at the pleasure of our Board.
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We do not provide for any post-employment benefits to our named executive officers other than their excitement to the benefits payable pursuant to our defined contribution pension plan and, as described below and under “ — Potential Payments Upon Termination or Change-in-Control,” the accelerated vesting of our restricted stock awards and RSUs.
In 2022, we modified the acceleration provisions of the RSUs granted in 2022 (from the corresponding provisions of the RSUs granted in 2021) with respect to a (i) DDR Event to ensure that all recipients are treated equally (i.e., the metrics are not adjusted for any single participant as a result of the early termination of their relationship with us) and that the metrics to be attained are those that were established at the time of grant and (ii) with respect to a change of control and a DDR Event, to simplify the determinations required with respect to the vesting of such awards upon the occurrence of such events. See “—Outstanding Equity Awards at Fiscal Year End” and note 10 of our consolidated financial statements included in the Annual Report for additional information about our RSUs. Set forth below is a summary of the accelerated vesting provisions with respect to our RSUs and restricted stock awards.
Accelerated Vesting of RSUs
2022 RSUs
Upon the occurrence of a:
DDR Event (as described below.

below), these RSUs vest proportionally (i.e., if the participant retires one-year into the three-year performance cycle, they only get 1/3 of the award) if and to the extent the performance metrics are met at the end of the three-year cycle, and

Change of control, these RSUs vest proportionately (based on the time elapsed) if the change takes place during the first half of the performance cycle and thereafter, vest in full.
2021 RSUs
Upon the occurrence of a:
DDR Event, subject to the satisfaction of the applicable performance criteria proportionately adjusted to give effect to a reduction in the three-year performance cycle, which we refer to as the “adjusted performance conditions”, a pro rata portion (based on the percentage of days in the performance cycle that have elapsed) of these RSUs will vest, and
change of control, these RSUs will vest to the extent the applicable as adjusted market and/or performance conditions have been met.
Accelerated Vesting of Restricted Stock Awards

Generally, a person’s restricted stock award will vest fully in the event of such person’s death, disability (i.e., the inability to engage in gainful activity due to a life threatening or long lasting mental or physical impairment), or retirement (having reached the age of 65 and worked for us for at least ten consecutive years; death, disability and retirement referred to collectively as a “DDR Event”) or in the event of a change of control in our company. Subject to the specific terms and conditions of the applicable plan and award agreement, a change of control is generally deemed to occur if (i) any person, with specified exceptions, becomes the “beneficial owner” of securities representing 20% or more of the combined voting power of our then outstanding securities, (ii) a business combination or sale of all or substantially all of our assets is completed or (iii) there is a change in the composition of a majority of our Board, other than changes approved by incumbent directors.

Accelerated Vesting of RSUs

Upon the occurrence of a DDR Event, subject to the satisfaction of the applicable performance criteria proportionately adjusted to give effect to a reduction in the five year performance cycle, which we refer to as the “adjusted performance conditions”, a pro rata portion (based on the percentage of days in the performance cycle that have elapsed) of the RSUs will vest.

Upon a change of control (as described above) occurring (i) after September 30, 2019, the RSUs will vest to the extent the applicable as adjusted market and/or performance conditions have been met and (ii) prior to or on September 30, 2019, a pro rata portion (based on the percentage of days in the performance cycle that have elapsed) of the RSUs will vest to the extent the applicable as adjusted market and/or performance conditions are met.

See “—Outstanding Equity Awards at Fiscal Year End” and note 12 of our consolidated financial statements included in Annual Report on Form 10-K for the year ended September 30, 2017 for additional information about our RSUs.

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Chairman of the Board’s Compensation

In 2017,

For 2021 and 2022, our Chairman of the Board earned, and in 2018,2023, he will earn, fees of $207,500$280,900, $282,225 and $240,000,$282,225, respectively. Our Chairman does not receive any additional direct compensation from us, other than fees for the servicesServices and long-term equity awards and long-term equity incentive awards, if any, granted to him by our compensation committee.Equity Awards. Our Chairman may also receivereceives compensation from one or more other entities that are parties to the shared services agreement. For additional information regarding payments to our Chairman, see “Certain Relationships and Related Transactions.”

Policy Prohibiting Hedging of Our Securities
The board believes that transactions in our securities engaged in by Covered Persons (as defined below) (i) that are designed to hedge (i.e., eliminate or reduce), the risks of ownership of our securities, or (ii) allow for the profit from any decrease in the value of our securities, are inappropriate.
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Section 162(m)

Accordingly, the board has adopted an anti-hedging policy that applies to transactions in securities by directors, officers, employees, persons performing services pursuant to our shared services agreement and certain relatives of the Code,foregoing (collectively, the “Covered Persons”). Under the policy, Covered Persons are prohibited from:
engaging in short sale transactions in our securities,
engaging in hedging or monetizing transactions through transactions in our securities or through the use of financial instruments designed for such purposes,
engaging in any transaction in securities where a reasonable investor would conclude that such transaction is for short-term gain or is speculative, and
owning financial instruments (other than those issued by us) or participating in investment strategies that represent a direct or indirect hedge of the economic risk of owning our securities or any other that give the holder any rights to acquire any such securities.
Clawbacks
We are entitled to clawback or obtain reimbursement of an executive’s compensation under the following circumstances:
in the event we are required to restate our financial statements due to our material non-compliance, as a result of misconduct, with any financial reporting requirement under the securities laws, our chief executive officer and chief financial officer are required to reimburse us for (i) any bonus or other incentive based compensation or equity based compensation they receive from us during the 12 months following the initial public issuance of the financial document embodying such financial reporting requirement and (ii) profits from the sale of our common stock during such 12 months;
if an executive officer’s relationship with us is terminated for cause (e.g., insubordination, dishonesty, incompetence, moral turpitude, the refusal to perform such person’s duties and responsibilities and other misconduct of any kind, as determined by the compensation committee) then (i) all options (except to the extent exercised) immediately terminate and (ii) the officer’s rights to all restricted stock, RSUs and performance share awards (except to the extent such awards have vested) are forfeited immediately; and
in effectaccordance with any additional claw-back policy implemented by us, whether implemented prior to or after the adoption in December 2017grant of The Tax Cuts and Jobs Act, limits the deductibility of certain compensation in excess of $1 million earned by specified executive officers of publicly held companies. For 2017,an award pursuant to our equity incentive plans.
Stock Ownership Guidelines
Because we believe that mostthe ownership by our named executive officers and non-employee directors of a meaningful financial stake in us serves to align their interests with those of our stockholders, we adopted stock ownership guidelines. Our guidelines reflect that the individuals identified below should own shares of common stock with a value not less than:
Title
​​
Minimum Ownership Requirement
Chief Executive Officer
​​
4 times current base salary
Full-Time NEO
​​
2 times current base salary
Part-Time NEO
​​
2 times allocated base salary
Non-Management Directors
​​
3 times annual base retainer
All shares deemed to be beneficially owned as determined under Rule 13d-3 promulgated pursuant to the Exchange Act (including shares as to which beneficial ownership is disclaimed), are counted towards meeting the guidelines. The individuals subject to these guidelines generally have five years from the date they assume such title to achieve the requisite ownership, which will be measured as of December 31 of each year. The stock price used in determining satisfaction of the compensation paid to our full-time executivesguidelines is deductible by us. While the compensation committee generally intends to preservemost favorable price during the deductibility of compensation payments and benefitstwo years ending on the December 31 measurement date. “Allocated base salary” refers to the extent reasonably practicable, it has not adopted a formal policy that requires all such compensation to be fully deductible. The compensation committee intends to evaluateamount reflected in the impactsalary column of the adoptionsummary compensation table of The Tax Cutsour proxy statement for the preceding year. Although they were not then subject to these guidelines, as of December 31, 2022, each of our named executive officers and Jobs Act on Section 162(m) and our compensation practices.

non-management directors satisfied these guidelines.
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Analysis

Base Salary, Bonus and Bonus

Equity Awards

Full-Time Executive Officers

In accordance with the compensation setting process described above, base salary, and cash bonuses for 2017and equity awards were approved as follows for theour full-time named executive officers compensated directly by us:

 
2017
Base
Salary ($)
2016
Base
Salary ($)
2017
Bonus
($)(1)
2016
Bonus
($)(2)
Percentage
Increase(3)
Jeffrey A. Gould,
 
784,375
 
 
704,129
 
 
110,000
 
 
110,000
 
 
9.9
 
President and CEO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mitchell Gould,
 
382,638
 
 
370,621
 
 
55,000
 
 
55,000
 
 
2.8
 
Executive Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
George Zweier,
 
278,774
 
 
267,366
 
 
35,000
 
 
35,000
 
 
3.8
 
Vice President and CFO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
for the periods indicated:
 
​​
Base Salary
​​
Cash Bonus
​​
Equity Grants
 
​​
2022
($)
​​
2021
($)
​​
%
Change
​​
2022
($)(2)
​​
2021
($)(2)
​​
%
Change
​​
2022
($)(3)
​​
2021
($)(4)
​​
Change
Jeffrey A. Gould(1)
​​
886,471
​​
864,004
​​
2.6
​​
300,000
​​
200,000
​​
50
​​
672,629
​​
778,898
​​
(13.6)
Mitchell Gould(1)
​​
467,851
​​
436,296
​​
7.2
​​
55,100
​​
51,255
​​
7.5
​​
365,448
​​
446,647
​​
(18.2)
George Zweier(1)
​​
344,236
​​
321,004
​​
7.2
​​
37,900
​​
35,200
​​
7.7
​​
354,823
​​
424,714
​​
(16.5)
(1)
(1)Messrs. Jeffrey Gould, Mitchell Gould and George Zweier’s base salaries for 2023 are $930,300, $467,224 and $360,964, respectively.
(2)
Reflects the cash bonuses paid in recognition of performance for such year, which are paid in the following year.
(3)
Represents the bonus applicableaggregate grant date fair value of the (i) shares of restricted stock granted in 2023 for 2022 performance and (ii) RSUs granted in 2022. Messrs. J. Gould, M. Gould and G. Zweier were granted (i) in 2023, for 2022 performance, 14,206, 8,900 and 8,400 shares of restricted stock, respectively, and (ii) in 2022, without giving effect to 2017 which was paid in January 2018.the peer group adjustment, 21,534, 10,286 and 10,286 RSUs, respectively.
(2)(4)
Represents the bonus applicableaggregate grant date fair value of shares of the (i) restricted stock granted in 2022 for 2021 performance and (ii) RSUs granted in 2021. Messrs. J. Gould, M. Gould and G. Zweier’s were granted (i) in 2022, for 2021 performance, 14,282, 8,900 and 8,400 shares of restricted stock, respectively, and (ii) in 2021, without giving effect to 2016 which was paid in January 2017.the peer group adjustment, 19,532, 10,286 and 10,286 RSUs, respectively.
Our compensation committee determined in late 2021 that increases in base salaries for the full-time executive officers was appropriate in recognition of their performance in 2021 and as a general cost of living increase.
In determining in late 2022, the cash bonuses to be paid in early 2023 to these executive officers for their 2022 performance, the Compensation Committee took into account the Performance Criteria and in particular:
our purchase of the interests of our joint venture partners in 11 joint ventures,
the sale by our unconsolidated joint ventures of four multi-family properties which resulted in an aggregate gain of $64.5 million,
the amendment of our credit facility which, among other things, increased the amount we can borrow from $35 million to $60 million and increased the amount we can use for working capital purposes from $15 million to $25 million,
the increases, through the nine months ended September 30, 2022, in net income, funds from operations and adjusted funds from operations, from the corresponding period of 2021, and,
•(3)Represents the increase from 2016 to 2017 in the sum
that our total stockholder return for three-years was ranked 8th out of such person’s salary and bonus.147 REITs.

In settingdetermining Jeffrey A. Gould’s base salarybonus for 2017, our compensation committee2022 performance, the Compensation Committee took into account our operating results, which improved significantlythe Performance Criteria and his leadership role in 2016 compared to prior years, his continuing leadership in growing our company, andeffectuating the fact that his base salary for 2017 represented an 11.4% increase from his 2016 base salary. In determining his 2017 bonus,foregoing achievements.

The Compensation Committee used the compensation committee took into account our sale of seven multi-family properties and other assets for a gain to us, net of minority interests, of $27.8 million, our acquisition of ten multi-family properties (including interests in three unconsolidated joint ventures owning such properties), his extensive efforts in obtaining the repayment of $13.6 million in principal amount outstanding on the loan to the Newark Joint Venture, his success in enhancing our public profile, the initiation of a quarterly dividend and our total stockholder return of approximately 36.4% in 2017.

The 3.2% increase in Mitchell Gould’s 2017 base salary is due primarily to his individual performance in 2016 andFerguson Report as a cost of living adjustment. Mitchell Gould’s 2017 bonus was based on his efforts with respect“market check” to the (i) identifying, evaluating, negotiating and completing multi-family property purchases and sales, and his oversight of other employees engaged in such activities and (ii) repayment of the $13.6 million in principal amount outstanding on the loan to the Newark Joint Venture.

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The 4.3% increase in Mr. Zweier’s 2017 base salary is due primarily to his individual performance in 2016 and as a cost of living adjustment. His 2017 bonus was based on his performance with respect to our acquisition and disposition activities and his activities in overseeing the results of our property portfolio; in particular, as they relate to financial and accounting matters.

For 2017, Jeffrey A. Gould’s base salary and bonus was equal to (i) 2.0x Mitchell Gould’s base salary and bonus and (ii) 2.9x George Zweier’s base salary and bonus. We have not adopted a policy with regard to the relationship of compensation among named executive officers or other employees. The compensation committee was aware of the differential in compensation among these executive officers and concludedconfirm its belief that the differential was appropriate because, among other things, both Mitchell Gould and George Zweier have responsibilities primarily related to a specific activity, whereas Jeffrey A. Gould’s responsibilities cover all our business activities including, among other things, property acquisitions, dispositions and financings, capital raising, investor relations, and developing and maintaining relationships with joint venture partners.

bonuses were not inappropriate.

Part-Time Named Executive Officers

David W. Kalish, Senior Vice President, Finance, has overall responsibility for implementation and enforcement of our internal controls, performs oversight and guidance in connection with our annual audit and our quarterly reports, performs oversight and guidance related to tax matters, including REIT compliance, is involved in banking relationships, chairsis a participant in our disclosure controlscontrol and procedures committee and participates in the preparation and review of our press releases and our disclosures under the Exchange Act, and press releases.

Steven Rosenzweig, aAct.

Matthew J. Gould, Senior Vice President serves as our lead legal counsel in our acquisition, disposition and mortgage financing activities. He is also a member of our investment committee and as such is involved in analyzing and reviewing operating results of each property in our portfolio and in analyzing, reviewing and approving each of our acquisition, disposition and financing transactions.
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The compensation committee determined that based on the value of Messrs. D. Kalish’s and S. Rosenzweig’s services on our behalf, the compensation of these officers, which is allocated to us, is reasonable.

Long-Term Equity and Equity Incentive Awards

We believe that our long-term equity and equity incentive compensation program,programs, using RSUs that vest after three years subject to satisfaction of market or performance-based conditions, and restricted sharestock awards and RSUs with five-year cliff vesting, provides motivationprovide an appropriate incentive for our executivesexecutive officers and employees and isare a beneficial retention tool. In determining the awards to be granted to the named executive officers, the compensation committee took into account our performance in 2022, the responsibilities and performance of each named executive officer and the committee’s desire to emphasize equity-based awards as a significant component of total compensation for our full-time named executive officers while minimizing stockholder dilution. The compensation committee used the Ferguson Report as a “market check” to confirm its belief that the restricted stock awarded in early 2023 for performance in 2022 was not inappropriate.
We are mindfulbelieve the cumulative effect of the potential dilution and compensation cost associated with awarding restricted shares. Our policy remains to limit dilution and compensation costs. In January 2017 and 2016, we issued 147,500 and 141,051 restricted stock awards respectively, representing approximately 1.1% and 1.0% ofRSUs is not overly dilutive and has created significant incentives for our outstanding shares, respectively. In the past five years, excluding the one-time grant of 450,000 shares of common stock subjectofficers and employees. We intend to RSUs in June 2016, we have awarded an average of 142,025 shares ofcontinue to award restricted stock each year, representing an average of 1.0% per annum of our outstanding shares of common stock.

Fees for Services

The fees for Services were first paid in 2016 and in approving same, the compensation committee, the audit committee and Board took into account that after paying such fees, we would realize significant savings in comparison to the fees that would have been paid pursuant to the advisory agreement. The aggregate fee payable for the Services in 2018 will be $1,252,819, an increase of $59,694 from the fee paid for Services in 2017. See “Certain Relationships and Related Transactions.”

Stock Ownership Policy

In view of the fact that our executive officers and directors beneficially own in the aggregate approximately 6.1 million, or 42.9%, of our outstanding shares of common stock, we do not have, nor doRSUs as we believe there is a need to adopt, a policy regarding ownership of our shares of common stock by executive officerssuch awards (i) align management’s interests and directors since their ownership interest aligns their interestgoals with thestockholders’ interests of our stockholders.

and goals and (ii) are an excellent motivator and employee retention tool.

Perquisites

The perquisites we provide to our executive officers, which are in addition to the benefits we provide to all our employees, generally account for a small percentage of the compensation paid by us to or allocated to us for our executive officers. We believe that such perquisites are appropriate.

Fees for Services
The aggregate fee paid to seven individuals for Services in 2022 was $1,467,796. See “Certain Relationships and Related Transactions.”

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Post-Employment Benefits Program

The following table sets forth the value (based on the closing price of our stock on September 29, 2017 of $10.72 per share) of equity awards held by our named executive officers that would vest upon a DDR Event or a change in control as of September 30, 2017:

Name
Value of Unvested
Restricted Stock Held as of
September 30, 2017 ($)
Value of Outstanding RSUs
at September 30, 2017 ($)(1)
Jeffrey A. Gould
 
743,057
 
 
198,320
 
George Zweier
 
353,760
 
 
107,200
 
Mitchell Gould
 
603,000
 
 
117,920
 
David W. Kalish
 
451,580
 
 
179,560
 
Steven Rosenzweig
 
146,457
 
 
134,000
 
(1)Assumes that the middle tier performance level is achieved and that there is no adjustment, which we refer to as the “peer group adjustment,” in the number of RSUs that vest as a result of a comparison between us and our peer group with respect to the compounded annual growth rate in total stockholder return. See “— Outstanding Equity Awards at Fiscal Year End” and note 12 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2017.

Summary Compensation Table

The following summary compensation table discloses the compensation paid and accrued for services rendered in all capacities to us during the years indicated for our named executive officers:

Name and Principal Position
Year
Salary
($)(1)(2)
Bonus
($)(1)(3)
Stock
Awards
($)(4)
All Other
Compensation
($)(5)
Total
($)
Jeffrey A. Gould
 
2017
 
 
784,375
 
 
110,000
 
 
110,648
 
 
138,767
(6)
 
1,143,790
 
President and CEO
 
2016
 
 
704,129
 
 
110,000
 
 
277,849
 
 
367,564
 
 
1,459,542
 
 
 
2015
 
 
547,808
 
 
65,000
 
 
103,691
 
 
670,016
 
 
1,386,515
 
George Zweier
 
2017
 
 
278,774
 
 
35,000
 
 
63,300
 
 
51,713
(7)
 
428,787
 
Vice President and CFO
 
2016
 
 
267,366
 
 
35,000
 
 
146,150
 
 
45,706
 
 
494,222
 
 
 
2015
 
 
253,956
 
 
31,000
 
 
46,085
 
 
45,518
 
 
376,559
 
Mitchell Gould
 
2017
 
 
382,638
 
 
55,000
 
 
96,005
 
 
56,638
(8)
 
590,281
 
Executive Vice President
 
2016
 
 
370,621
 
 
55,000
 
 
190,835
 
 
49,808
 
 
666,264
 
 
 
2015
 
 
355,295
 
 
52,500
 
 
85,080
 
 
48,611
 
 
541,486
 
David W. Kalish
 
2017
 
 
214,591
 
 
—
 
 
59,080
 
 
234,820
(9)
 
508,491
 
Senior Vice President, Finance
 
2016
 
 
194,053
 
 
—
 
 
220,699
 
 
270,809
 
 
685,561
 
 
 
2015
 
 
175,695
 
 
—
 
 
56,720
 
 
324,406
 
 
556,821
 
Steven Rosenzweig
 
2017
 
 
260,200
 
 
—
 
 
26,687
 
 
215,630
(10)
 
502,417
 
Vice President
 
2016
 
 
188,584
 
 
—
 
 
157,128
 
 
135,084
 
 
480,796
 
 
 
2015
 
 
160,956
 
 
—
 
 
24,815
 
 
1,310
 
 
187,081
 
officers for each of the three years ended December 31, 2022:
Name and Principal Position
​​
Year
​​
Salary
($)(1)(2)
​​
Bonus
($)(1)(3)
​​
Stock
Awards
($)(4)
​​
All Other
Compensation
($)(5)(6)
​​
Total
($)
Jeffrey A. Gould
President and CEO
​​
2022
​​
886,471
​​
300,000
​​
672,629
​​
65,134(7)
​​
1,924,234
​
2021
​​
864,004
​​
200,000
​​
778,898
​​
148,386
​​
1,991,288
​
2020
​​
867,169
​​
135,000
​​
250,027
​​
119,134
​​
1,371,330
George Zweier
Vice President and CFO
​​
2022
​​
344,236
​​
37,900
​​
354,823
​​
51,305(8)
​​
788,264
​
2021
​​
321,004
​​
35,200
​​
424,714
​​
87,521
​​
868,439
​
2020
​​
322,329
​​
45,000
​​
130,950
​​
48,688
​​
546,967
Mitchell Gould
Executive Vice President
​​
2022
​​
467,851
​​
55,100
​​
365,448
​​
115,275(9)
​​
1,003,674
​
2021
​​
436,296
​​
51,255
​​
446,647
​​
212,053
​​
1,146,251
​
2020
​​
438,096
​​
51,255
​​
174,600
​​
110,593
​​
774,514
David W. Kalish
Senior Vice President, Finance
​​
2022
​​
249,026
​​
—
​​
441,976
​​
262,227(10)
​​
953,229
​
2021
​​
256,827
​​
—
​​
600,212
​​
323,215
​​
1,180,254
​
2020
​​
255,766
​​
—
​​
129,571
​​
258,752
​​
664,089
Matthew J. Gould
Senior Vice President
​​
2022
​​
—
​​
—
​​
672,629
​​
255,256(11)
​​
927,885
​
2021
​​
—
​​
—
​​
778,898
​​
314,788
​​
1,093,686
​
2020
​​
—
​​
—
​​
250,027
​​
243,100
​​
493,127
(1)
(1)
The salary and bonus for each of Jeffrey A. Gould, George Zweier and Mitchell Gould is paid directly by us. Messrs.David W. Kalish and RosenzweigMatthew Gould do not receive salary or bonus directly from us but receive an annual salary and bonus from Gould Investors L.P. and related companies andcompanies; a portion of their respective salariesMr. Kalish’s salary and bonusesbonus are allocated to us pursuant to the shared services agreement. See “—Compensation Setting Process—Part-time Executive Officers.” The amount of salary and bonus that is allocated to us is set forth under the “Salary” column in the Summary Compensation Table. See “Certain Relationships and Related Transactions”Transactions” for a discussion of additional compensation paid to Messrs. J.Jeffrey A. Gould, Kalish and Rosenzweig byMatthew J. Gould from other entities owned by Fredric H. Gould, a management director and the former Chairman of our Board.with which we are affiliated or for which there is common ownership.

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(2)
The annual base salaries in calendar 20182023 for each of Jeffrey A. Gould, George Zweier and Mitchell Gould are $811,125, $295,650,$930,300, $360,964, and $401,850,$467,224, respectively.
(3)
The table sets forth the year in which the bonus was earned, not the year it was paid. The bonus for 2017, 20162022, 2021 and 20152020 reflects our performance and the performance of our named executive officers for such years and was paid in 2018, 2017January 2023, 2022 and 2016,2021, respectively.
(4)
(4)Reflects, for 2016, the aggregate grant date fair value of the RSUs andRepresents restricted stock awards,granted in 2022, 2021 and for 20172020 and 2015,RSUs granted in 2022 and 2021 (RSUs were not granted in 2020) at the grant date fair value of restricted stocksuch awards in each case calculated in accordance with Accounting Standards CodificationItem 402 of Regulation S-K and ASC Topic 718—Stock Compensation, excluding718. Assumes that the maximum number of shares subject to RSUs will vest and does not give effect of estimated forfeitures. Generally,to the aggregate grant date fair value is the amount that we expect to expense in our financial statements over the award’s vesting schedule.peer group adjustment. These amounts reflect our accounting expense and do not correspond to the actual valuevalues that will be realized by the named executives. Grant date fair valuesvalue assumptions are consistent with those disclosed in Note 12—10 — Stockholders’ Equity, in the consolidated financial statements included in our 10-K.Annual Report. See “—Grant of Plan Based Awards During 2022” for additional information. On January 5, 2023, we granted Jeffrey A. Gould, George Zweier, Mitchell Gould, David W. Kalish and Matthew J. Gould, 14,206, 8,400, 8,900, 8,153 and 14,206 shares of restricted stock, respectively, with a grant date fair value of $19.18 per share.
(5)
(5)
We maintain a tax qualified defined contribution plan for all of our full-time officers and full and part-time employees, and entities which are parties with us to a shared services agreement (including Gould Investors) maintain substantially similar defined contribution plans for their officers and employees. We make an annual contribution to the plan for each officer and employee whose base salary is paid directly by us (and entities which are parties to the shared services agreement make annual contributions to their respective plans for their respective employees, which amounts are allocated to the parties to the shared service agreement in accordance with its terms) equal to 15% of such person’s annual earnings, not to exceed $40,500$45,750, for any person in calendar 2017.2022. The estimated amount payable as of September 30, 2017December 31, 2022 to Jeffrey A. Gould, George Zweier and Mitchell Gould pursuant to this plan upon termination of their employment is $2,146,000, $808,000$3.59 million, $1.74 million, and $962,000,$1.49 million, respectively. The method of payment upon termination of employment is determined solely by the participant who may elect a lump sum payment, the purchase of an annuity or a rollover into an individual retirement account.
(6)
(6)Except with respect to dividend equivalents paid in 2021 upon the vesting of RSUs granted in 2016, excludes dividends and dividend equivalents paid or payable on stock and similar awards.
(7)
Includes dividends of $12,477 on unvested restricted stock, our contribution of $40,313$45,750 paid for his benefit to our defined contribution plan and perquisites totaling $85,977,$19,384, of which $17,736$7,833 represents an automobile allowance, $4,335$4,236 represents a premium paid for additional disability insurance, $5,506and $7,315 represents a premium paid for long-term care insurance and $58,400 represents an education benefit.insurance.
(7)(8)
Includes dividends of $5,940 on unvested restricted stock, our contribution of $40,313$45,750, paid for his benefit to our defined contribution plan and a $5,460$5,555, automobile allowance.
(8)(9)
Includes dividendsan education benefit of $10,125 on unvested restricted stock,$62,132, our contribution of $40,313$45,750 paid for his benefit to our defined contribution plan and a $6,200$7,393 automobile allowance.
(9)(10)
Includes dividends of $7,583 on unvested restricted stock, $207,500 we paid him$243,100 for the Services, our contribution of $12,910$11,958 paid for his benefit to the Gould Investors L.P. defined contribution plan, and perquisites of $6,827,$7,169, of which $1,236$1,697, and $5,590 represents$5,472, represent our share of the amounts incurred by Gould Investors for long-term care insurance benefits and an automobile allowance, respectively. The amounts reflected as contributions to the defined contribution plan and as perquisites are allocated to us pursuant to the shared services agreement. In 2023 he is to be paid $243,101 for the Services.
(10)(11)
Includes dividends of $2,459 on unvested restricted stock, $175,314 we paid him$255,256 for the Services, our contribution of $27,303Services. In 2023, he is to be paid $278,018 for his benefit to the Gould Investors L.P. defined contribution plan, and perquisites of $10,554, of which $587 and $9,967 represents our share of the amounts incurred by Gould Investors for long-term care insurance and an automobile allowance, respectively. The amounts reflected as contributions to the defined contribution plan and as perquisites are allocated to us pursuant to the shared services agreement.Services.

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Grants of Plan-Based Awards

The following table below discloses the grants of restricted stockplan-based awards during 20172022 to our named executive officers:

Name
Grant Date
All Other Stock Awards:
Number of Shares of
Stock or Units (#)(1)
Grant Date
Fair Value of
Stock Awards ($)
Jeffrey A. Gould
 
1/4/17
 
 
13,110
 
 
110,648
 
George Zweier
 
1/4/17
 
 
7,500
 
 
63,300
 
Mitchell Gould
 
1/4/17
 
 
11,375
 
 
96,005
 
David W. Kalish
 
1/4/17
 
 
7,000
 
 
59,080
 
Steven Rosenzweig
 
1/4/17
 
 
3,162
 
 
26,687
 
officers. The restricted stock awards, which are referred to in such table as “RS” were issued pursuant to our 2020 Incentive Plan and the restricted stock units, which are referred to in the table as “RSUs”, were issued pursuant to our 2022 Incentive Plan.
Restricted Stock
Vesting of the restricted stock occurs, with certain exceptions, subject to the continuation of an employment, consulting or similar relationship with us through 2027. Upon vesting, each restricted stock award entitles the recipient to one share of common stock. Holders of restricted stock are entitled to the dividends paid on, and to vote, their shares.
RSUs
Vesting of the RSUs occurs, with certain exceptions, subject to the continuation of an employment, consulting or similar relationship with us through 2025, upon satisfaction of benchmarks related to the compounded annual growth rate from 2022 through 2025 in (i) total stockholder return (as calculated pursuant to the applicable award agreement), which awards are referred to in the table below as “RSU-TSR” and (ii) adjusted funds from operations, (as presented in our filings with the SEC), which awards are referred to in the table below as “RSU-AFFO.”
The RSU – TSR awards are subject to an increase or decrease, which we refer to as the peer group adjustment, depending on our performance relative to a peer group (i.e., the FTSE Nareit Equity Apartment Index, excluding companies whose primary focus is the provision of housing for college/graduate students). Specifically, if the compounded annual growth rate in total stockholder return during the performance cycle is in the (i) top quartile of our peer group, the recipient is entitled to additional RSUs equal to 25% of the RSU-TSR awards that vest at the applicable threshold, target and maximum levels and (ii) in the bottom quartile of the peer group, the recipient will forfeit 25% of the RSU-TSR awards that vest at the applicable threshold, target and maximum levels. This peer group adjustment is not reflected in the table below.
Each RSU is coupled with a dividend equivalent right entitling the holder to an amount in cash equal to the aggregate amount of cash dividends that would have been paid in respect of the shares underlying such RSUs, if and to the extent such RSU vest, had such shares been outstanding during the performance cycle applicable to such RSU.
Estimated Future Payouts
under Equity Incentive Plan Awards:(1)(#)
Name
​​
Grant Date
​​
Grant Type
​​
Threshold(1)
​​
Target(2)
​​
Maximum(3)
​​
All Other Stock
Awards:
Number of
Shares of Stocks
or Units(#)
​​
Grant Date
Fair Value of
Stock Awards
($)(4)
Jeffrey A. Gould
​​
1/13/22
​​
RS
​​
—
​​
—
​​
—
​​
14,282
​​
303,493
​
6/24/22
​​
RSU-TSR
​​
2,692
​​
5,384
​​
10,767
​​
—
​​
133,339
​
6/24/22
​​
RSU-AFFO
​​
2,692
​​
5,384
​​
10,767
​​
—
​​
235,797
George Zweier
​​
1/13/22
​​
RS
​​
—
​​
—
​​
—
​​
8,400
​​
178,500
​
6/24/22
​​
RSU-TSR
​​
1,286
​​
2,572
​​
5,143
​​
—
​​
63,691
​
6/24/22
​​
RSU-AFFO
​​
1,286
​​
2,572
​​
5,143
​​
—
​​
112,632
Mitchell Gould
​​
1/13/22
​​
RS
​​
—
​​
—
​​
—
​​
8,900
​​
189,125
​
6/24/22
​​
RSU-TSR
​​
1,286
​​
2,572
​​
5,143
​​
—
​​
63,691
​
6/24/22
​​
RSU-AFFO
​​
1,286
​​
2,572
​​
5,143
​​
—
​​
112,632
David W. Kalish
​​
1/13/22
​​
RS
​​
—
​​
—
​​
—
​​
7,971
​​
169,384
​
6/24/22
​​
RSU-TSR
​​
1,988
​​
3,976
​​
7,950
​​
—
​​
98,465
​
6/24/22
​​
RSU-AFFO
​​
1,988
​​
3,976
​​
7,950
​​
—
​​
174,127
Matthew J. Gould
​​
1/13/22
​​
RS
​​
—
​​
—
​​
—
​​
14,282
​​
303,493
​
6/24/22
​​
RSU-TSR
​​
2,692
​​
5,834
​​
10,767
​​
—
​​
133,339
​
6/24/22
​​
RSU-AFFO
​​
2,692
​​
5,834
​​
10,767
​​
—
​​
235,797
(1)
(1)To achieve the threshold award, a compounded annual growth rate of 5% and 4% is required during the Performance Cycle with respect to the RSU-TSR awards and RSU-AFFO awards, respectively.
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(2)
RepresentsTo achieve the target award, a compounded annual growth rate of 8% and 6% is required during the Performance Cycle with respect to the RSU-TSR awards and RSU-AFFO awards, respectively.
(3)
To achieve the maximum award, a compounded annual growth rate of 11% and 8% is required during the Performance Cycle with respect to the RSU-TSR awards and RSU-AFFO awards, respectively.
(4)
The per share grant in 2017date fair value of shares ofthe: (a) restricted stock granted on January 13, 2022 is $21.25, and (b) RSU – TSR and RSU – AFFO awards are $12.38 and $21.90, respectively. These amounts do not correspond to the actual values that will be realized by the executives. The aggregate grant date fair value for the RSU-AFFO awards gives effect to management’s assessment of the probable outcome as to whether, and the extent to which, are scheduled to vest in 2022.the RSU-AFFOs will vest. The values for the RSUs assume that the maximum number of such units vest.

Outstanding Equity Awards at Fiscal Year-End

The following table discloses the number and value (based on the closing price per common share of common stock of $10.72$19.64 on September 29, 2017)December 30, 2022) of the outstanding equity awards at September 30, 2017December 31, 2022 for our named executive officers:

 
Stock Awards
Name
Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)(6)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Shares,
Units or
Other
Rights That
Have Not
Vested
($)(6)
Jeffrey A. Gould
 
69,315
(1)
 
743,057
 
 
41,625
 
 
446,220
 
George Zweier
 
33,000
(2)
 
353,760
 
 
22,500
 
 
241,200
 
Mitchell Gould
 
56,250
(3)
 
603,000
 
 
24,750
 
 
265,320
 
David W. Kalish
 
42,125
(4)
 
451,580
 
 
37,687
 
 
404,005
 
Steven Rosenzweig
 
13,662
(5)
 
146,457
 
 
28,125
 
 
301,500
 
 
​​
Stock Awards
Name
​​
Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)
​​
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
​​
Equity
Incentive
Plan
Awards:
Number of
Shares
Subject to
RSUs
That
Have Not
Vested
(#)(1)
​​
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Share,
That
Have Not
Vested
($)(1)
Jeffrey A. Gould(2)
​​
85,321
​​
1,675,704
​​
46,199
​​
907,353
George Zweier(3)
​​
46,450
​​
912,278
​​
23,144
​​
454,538
Mitchell Gould(4)
​​
57,750
​​
1,134,210
​​
23,144
​​
454,538
David W. Kalish(5)
​​
50,819
​​
998,085
​​
35,777
​​
702,655
Matthew J. Gould(6)
​​
85,321
​​
1,675,704
​​
46,199
​​
907,353
(1)In January 2018, 2019, 2020, 2021 and 2022, restricted stock awards with respect to 13,725, 14,625, 14,625, 13,230 and 13,110 shares, respectively, are scheduled to vest.
(2)In January 2018, 2019, 2020, 2021 and 2022, restricted stock awards with respect to 6,000, 6,500, 6,500, 6,500 and 7,500 shares, respectively, are scheduled to vest.
(3)In January 2018, 2019, 2020, 2021 and 2022, restricted stock awards with respect to 10,125, 10,750, 12,000, 12,000 and 11,375 shares, respectively, are scheduled to vest.
(4)In January 2018, 2019, 2020, 2021 and 2022, restricted stock awards with respect to 10,550, 9,575, 8,000, 7,000 and 7,000 shares, respectively, are scheduled to vest.
(5)In January 2019, 2020, 2021 and 2022, restricted stock awards with respect to 3,000, 3,500, 4,000 and 3,162 shares, respectively, are scheduled to vest.
(6)
Reflects the maximum number of shares subject to RSUs (including the additional shares potentially issuable as a result of the peer group adjustment) scheduled to vest in 20212024 and 2025 upon satisfaction of market and/or performance based conditions. Approximately 44%
(2)
In March 2023, January 2024, 2025, 2026, June 2026 and January 2027 restricted stock awards with respect to 13,225, 14,374, 14,320, 14,320, 14,800 and 14,282 shares, respectively, are scheduled to vest. In March 2024 and June 2025, subject to the satisfaction of specified conditions, a maximum (including the award vestspeer group adjustment) of 21,974 shares and 24,226 shares, respectively, subject to RSUs are scheduled to vest.
(3)
In March 2023, January 2024, 2025, 2026, June 2026 and January 2027, restricted stock awards with respect to 7,000, 7,300, 7,500, 8,250, 8,000 and 8,400 shares, respectively, are scheduled to vest. In March 2024 and June 2025, subject to the satisfaction of specified conditions, a maximum (including the peer group adjustment) of 11,572 shares and 11,572 shares, respectively, subject to RSUs are scheduled to vest.
(4)
In March 2023, January 2024, 2025, 2026, June 2026 and January 2027, restricted stock awards with respect to 10,500, 10,800, 10,000, 8,750, 8,800 and 8,900 shares, respectively, are scheduled to vest. In March 2024 and June 2025, subject to the satisfaction of specified conditions, a maximum (including the peer group adjustment) of 11,572 shares and 11,572 shares, respectively, subject to RSUs are scheduled to vest.
(5)
In March 2023, January 2024, 2025, 2026, June 2026 and January 2027, restricted stock awards with respect to 7,163, 7,000, 7,421, 7,864, 13,400 and 7,971 shares, respectively, are scheduled to vest. In March 2024 and June 2025, subject to the satisfaction of specified conditions, a maximum (including the peer group adjustment) of 17,888 shares and 17,890 shares, respectively, subject to RSUs are scheduled to vest.
(6)
In March 2023, January 2024, 2025, 2026, June 2026 and January 2027 restricted stock awards with respect to 13,225, 14,474, 14,320, 14,320, 14,800 and 14,282 shares, respectively, are scheduled to vest. In March 2024 and June 2025, subject to the satisfaction of specified conditions, a maximum (including the peer group adjustment) of 21,974 shares and 24,226 shares, respectively, subject to RSUs are scheduled to vest.

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upon achieving a 12% compounded annual growth rate in total stockholder return from 2016 through 2021, and approximately 44% of the award vests upon achieving a 10% compounded annual growth rate over such period in adjusted funds from operations (as calculated pursuant to the award agreement). In addition, approximately 12% of the award vests if compounded annual growth in our total stockholder return over such period is in the top 25% of our peer group. We can provide no assurance that any value will be realized from these awards.

Option Exercises and Stock Vested

The following table discloses information with respect to the shares of restricted stock that vested in 2022 ($23.28 on January 3, 2022):
 
​​
Stock Awards
Name
​​
Number of
Shares
Acquired
on Vesting
(#)
​​
Value
Realized on
Vesting
($)
Jeffrey A. Gould
​​
13,110
​​
305,201
George Zweier
​​
7,500
​​
174,600
Mitchell Gould
​​
11,375
​​
264,810
David W. Kalish
​​
7,000
​​
162,960
Matthew J. Gould
​​
13,110
​​
305,201
Potential Payments Upon Termination or Change-in-Control
We do not provide for any post-employment benefits to our named executive officers other than their entitlement to the benefits payable pursuant to our defined contribution pension plan and the accelerated vesting of our restricted stock awards and RSUs as a result of death, disability, retirement, or a change of control. See “ — Employment and Severance Agreements; Post Employment Benefits; Change of Control.” The following table sets forth the value (based on the closing price of our stock on December 30, 2022 of $19.64 per share) of equity awards held by our named executive officers that vestedwould vest upon a DDR Event or a change in 2017:

 
Stock Awards
Name
Number of
Shares Acquired
on Vesting
(#)
Value
Realized
on Vesting
($)
Jeffrey A. Gould
 
9,125
 
 
77,563
 
George Zweier
 
4,500
 
 
38,250
 
Mitchell Gould
 
9,125
 
 
77,563
 
David W. Kalish
 
9,125
 
 
77,563
 
Steven Rosenzweig
 
—
 
 
—
 
control as of December 31:
 
​​
Upon Death, Disability or Retirement
​​
Upon a Change of Control
Name
​​
Restricted
Stock ($)
​​
RSUs
($)(2)
​​
Restricted
Stock ($)
​​
RSUs
($)(2)
Jeffrey A. Gould
​​
1,675,704
​​
147,308
​​
1,675,704
​​
227,083
George Zweier
​​
912,278
​​
75,872
​​
912,278
​​
117,900
Mitchell Gould
​​
1,134,210
​​
75,872
​​
1,134,210
​​
117,900
David W. Kalish(1)
​​
998,085
​​
117,237
​​
998,085
​​
182,174
Matthew J. Gould
​​
1,675,704
​​
147,308
​​
1,675,704
​​
227,083

COMPENSATION COMMITTEE REPORT

We have reviewed

(1)
Because Mr. Kalish is over 65 and has satisfied the period of service requirement, upon his retirement (i) a pro rata portion of his RSUs (A) granted in 2021 would vest as and to the extent adjusted performance conditions were satisfied as of his retirement, (B) granted in 2022 would vest in 2025, as and to the extent the performance conditions are satisfied as of the end of the measurement period and (ii) all of the restricted stock would vest. The market value of his restricted stock and RSUs are reflected in the applicable column.
(2)
Assumes that the target performance criteria is achieved and that there is no peer group adjustment. See “—Components of Executive Compensation—Long-Term Equity and Long-Term Equity Incentive Awards” and “—Outstanding Equity Awards at Fiscal Year End” and note 10 of our consolidated financial statements included in the Annual Report.
Our 2022 Incentive Plan generally provides, among other things, that if any payment or benefit that a participant in such plan would otherwise receive from us constitutes a “parachute payment” within the meaning of Section 280G of the Code and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussions with management, we recommendedas a result would be subject to the Boardexcise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such payment will either (i) be reduced to an amount equal to the largest portion of such payment that would result in no portion of such payment (after reduction) being subject to the Excise Tax or (ii) not be reduced, whichever approach, after taking into account all applicable taxes (including the Excise Tax), results in such participant’s receipt, on an after-tax basis, of the greatest amount of such payment.
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PAY RATIO
We provide below a reasonable estimate of the relationship of the annual total compensation of Jeffrey A. Gould, our Chief Executive Officer and President, to the median annual total compensation of our employees (other than the CEO). For 2022:
the annual total compensation of our CEO, as reported in the Summary Compensation Table, was $1,924,234;
the median annual total compensation of all our employees (other than our CEO) was $530,580; and
our CEO’s annual total compensation was 3.63 times that of the median of the annual total compensation of all our employees (other than our CEO).
In calculating this estimate, we included as our employees as of the December 31, 2022 measurement date, only those individuals to whom we are required by the Internal Revenue Code of 1986, as amended, to issue a Form W-2. We identified our median employee by calculating our employees’ total annual compensation in the same manner that the CEO’s total annual compensation is calculated for the Summary Compensation DiscussionTable.
Companies adopt a variety of methodologies and Analysisapply various assumptions in presenting this ratio. As a result, the pay ratio reported by other companies may not be included in this proxy statement.comparable to the pay ratio we report.
The following table sets forth information concerning the compensation of our Principal Executive Officer (“PEO”) and our other named executive officers (“NEOs”) for each of the fiscal years ended December 31, 2022 and 2021 and our financial and market performance for each such year:
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PAY VERSUS PERFORMANCE
The following table sets forth information concerning the compensation of Jeffrey A. Gould, our principal executive officer (“PEO”), and our other named executive officers (i.e., Mitchell Gould, David W. Kalish, Matthew J. Gould and George Zweier, collectively referred to as the “NEOs”) for each of 2022 and 2021 and our financial and market performance for each such year:
Year
​​
Summary
Compensation
Table Total
for PEO ($)
​​
Compensation
Actually Paid
to PEO(1)($)
​​
Average
Summary
Compensation
Table Total
for NEOs ($)
​​
Average
Compensation
Actually Paid
to NEOs(2)($)
​​
Value of
Initial Fixed
$100
Investment
Based On:
​​
Net
Income
(millions)
​
Total
Stockholder
Return ($)($)
​
2022
​​
1,924,234
​​
1,471,371
​​
918,263
​​
598,520
​​
142.11
​​
50.0
2021
​​
1,991,288
​​
2,817,458
​​
1,072,158
​​
1,648,934
​​
165.76
​​
29.1
(1)
Represents the amount of “compensation actually paid” to Jeffrey A. Gould, as computed in accordance with SEC requirements. Such amounts do not reflect the actual amount of compensation earned by or paid to Mr. Gould. See table immediately below for a reconciliation showing how “compensation actually paid” was calculated.
(2)
TheRepresents the average amount of “compensation actually paid” to the NEOs as a group as computed in accordance with SEC requirements. Such amounts do not reflect the actual average amount of compensation earned by or paid to these NEOs as a group. See “– Compensation Committee
Jeffrey Rubin (Chairman)
Alan Ginsburg
Jonathan H. Simonof NEOs.”
In accordance with SEC requirements, the following adjustments were made to Jeffrey A. Gould’s total compensation for the applicable year to determine the “compensation actually paid”:
Year
​​
Reported Summary
Compensation Table
Total for PEO ($)
​​
Reported Value
of Equity
Awards ($)
​​
Equity Award
Adjustments ($)
​​
Compensation Actually
Paid to PEO ($)
2022
​​
1,924,234
​​
(672,629)
​​
219,766
​​
1,471,371
2021
​​
1,991,288
​​
(778,898)
​​
1,605,068
​​
2,817,458
The table below sets forth the manner in which Equity Award Adjustments in the immediately preceding table were calculated:
Year
​​
Year End Fair
Value of Equity
Awards ($)
​​
Year over Year
Change in Fair Value
of Outstanding and
Unvested Equity
Awards ($)
​​
Year over Year Change
in Fair Value of Equity
Awards Granted in
Prior Years that Vested
in the Year ($)
​​
Total Equity Award
Adjustments($)
2022
​​
617,198
​​
(388,124)
​​
(9,308)
​​
219,766
2021
​​
1,148,488
​​
483,705
​​
(27,125)
​​
1,605,812
Compensation of NEOs
In accordance with SEC requirements, the following adjustments were made to average total compensation for the NEOs for each year to determine the “compensation actually paid” to this group:
Year
​​
Average
Reported Summary
Compensation Table
Total for NEOs ($)
​​
Average
Reported
Value of Equity
Awards ($)
​​
Total Average Equity
Award Adjustments( ($)
​​
Average
Compensation
Actually Paid to
NEOs ($)
2022
​​
918,263
​​
(458,719)
​​
138,976
​​
598,520
2021
​​
1,072,158
​​
(562,618)
​​
1,139,394
​​
1,648,934
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The table below sets forth the manner in which Average Equity Award Adjustments in the immediately preceding table were calculated:
Year
​​
Average
Year End Fair
Value of
Equity Awards
($)
​​
Year over Year Average
Change in Fair Value of
Outstanding and
Unvested Equity Awards
($)
​​
Year over Year Average
Change in Fair Value of
Equity Awards Granted
in Prior Years that
Vested in the Year ($)
​​
Total Average
Equity Award
Adjustments ($)
2022
​​
420,955
​​
(275,059)
​​
(6,920)
​​
138,976
2021
​​
818,041
​​
341,905
​​
(20,551)
​​
1,139,394
Relationship between TSR and Net Income to Compensation Actually Paid
The following charts show the relationship of the compensation actually paid to our CEO and the average compensation actually paid to our NEOs to our cumulative TSR and net income for the periods indicated (TSR amounts reported in the graph assume an initial fixed investment of $100 and that all dividends, if any, were reinvested):


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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Introduction

Israel Rosenzweig, Chairman of our Board, is a Senior Vice President of One Liberty Properties, Inc. (“One Liberty”) and a Senior Vice President of the managing general partner of Gould Investors. (One Liberty and Gould Investors are described below). He is the father of Steven Rosenzweig, Senior Vice President – Legal, of BRT and an executive officer of the managing general partner of Gould Investors and Alon Rosenzweig, our employee. Fredric H. Gould, a director and former Chairman of our Board, is Vice Chairman of the Board of Directors of One Liberty. He is the father of Jeffrey A. Gould and Matthew J. Gould. Jeffrey A. Gould, a director and our President and Chief Executive Officer, is a Senior Vice President and a director of One Liberty, Properties, Inc.,a Senior Vice President and director of the managing general partner of Gould Investors and a member of a limited liability company which is the other general partner of Gould Investors. He is also the father of Ryan Gould, our employee. Matthew J. Gould, a director and our Senior Vice President, is the Chairman of the Board of Directors of One Liberty, Chairman of the Board of the managing general partner of Gould Investors and serves as director of a trust that is a member of a limited liability company which is the other general partner of Gould Investors. He is also an executive officer of Majestic Property. David W. Kalish, Isaac Kalish and Mark H. Lundy, each of whom is an executive officer of our company, are executive officers of One Liberty and of the managing general partner of Gould Investors. Messrs. D. Kalish, I. Kalish and Lundy are also officers of Majestic Property. David W. Kalish is the father of Isaac Kalish.
One Liberty is a real estate investment trust listed on the New York Stock Exchange that is engaged in the ownership of a diversified portfolio of income-producing real properties that are net leased to tenants, generally under long-term leases. He is also a director and the sole stockholder of the managing general partner of Gould Investors.tenants. Gould Investors is a limited partnership that owns and operates a diversified portfolio of real estate and invests in other companies active in the real estate and finance industries,industries. As of April 3, 2023, Gould Investors beneficially owns approximately 21.3%17.5% of our outstanding shares of common stock. In addition, Mr. Gould is an officer and sole shareholder of REIT Management, our former advisor. Fredric H. Gould is the father of Matthew J. Gould and Jeffrey A. Gould.

Israel Rosenzweig, Chairman of our Board, is a Senior Vice President of One Liberty Properties and a Senior Vice President of the managing general partner of Gould Investors. He is the father of Steven Rosenzweig, a Vice President of BRT and an executive officer of the managing general partner of Gould Investors, and Alon Rosenzweig, our employee. Jeffrey A. Gould, a director and our President and Chief Executive Officer, is a Senior Vice President and a director of One Liberty Properties, a Senior Vice President and director of the managing general partner of Gould Investors and, commencing January 1, 2015, a member of a limited liability company which is the other general partner of Gould Investors. Matthew J. Gould, a director and our Senior Vice President, is the Chairman of the Board of Directors of One Liberty Properties, Chairman of the Board of the managing general partner of Gould Investors and serves as director of a trust that is a member

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of a limited liability company which is the other general partner of Gould Investors. He is also an executive officer of REIT Management and Majestic Property. David W. Kalish, Isaac Kalish and Mark H. Lundy, each of whom is an executive officer of our company, are executive officers of One Liberty Properties and of the managing general partner of Gould Investors. Messrs. D. Kalish and Lundy are also officers of Majestic Property. David W. Kalish is the father of Isaac Kalish.

Related Party Transactions

Our 20172021 and 2022 Equity Awards

In 2017, each of the following individuals was granted shares of restricted stock with the indicated and Equity Incentive Awards

The grant date fair value:value of the equity awards (i.e., restricted stock and RSUs) granted to our executive officers (other than our named executive officers) and certain related parties in 2021 and 2022, respectively, are as follows: Fredric H. Gould - $87,354; Matthew J. Gould - $110,648;Gould—$735,107 and $556,727; Steven Rosenzweig—$391,658 and $259,297; Mark H. Lundy - $110,648;Lundy—$664,936 and $453,564; Israel Rosenzweig - $29,118;Rosenzweig—$414,764 and $236,581; Isaac Kalish - $56,227; Steven Rosenzweig - $26,687;$540,254 and $416,291; and Alon Rosenzweig - $77,547.Rosenzweig—$439,478 and $365,448. The grant date fair value of these awards was calculated in the manner described in note 4 of the Summary Compensation Table.Table and excludes, with respect to the RSUs, the effect of the peer group adjustment. These amounts reflect our accounting expense for these awards and do not correspond to the actual value, if, any that may be realized by these individuals.

Services

In 2017

For performing Services in 2021 and 2018, we retained2022, the following individuals who in 2017executive officers and/or directors received, and it is anticipated will receive for performing Services in 2018,2023, respectively, the compensation indicated for performing the Services:indicated: Fredric H. Gould, $207,500$210,000, $210,000 and $210,000; Matthew J. Gould, $207,500Steven Rosenzweig, $268,700, $298,148 and $217,875; David W. Kalish, $207,500 and $210,000;$334,415; Isaac Kalish, $227,188$273,525, $287,200 and $245,138; Steven Rosenzweig, $175,313 and $206,400;$311,561; Israel Rosenzweig, $51,875$60,800, $63,840 and $54,469; and$53,840; Mark H. Lundy, $103,750$110,250, $110,250 and $108,938.$110,250. See “Executive Compensation—General” and, for information regarding named executive officers compensated for performing Services, see “Executive Compensation—Summary Compensation Disclosure and Analysis—Advisor Fees.Table.”

Shared Services Agreement

We and certain related entities, including Gould Investors, One Liberty Properties, Inc.,and Majestic Property Management and REIT Management, occupy common office space and share certain services and personnel in common. The allocation of these general and administrative expenses among these entities is computed in accordance with a shared services agreement based on the estimated time devoted by executive, administrative and clerical personnel to the affairs of each participating entity to such agreement. In 2017,2021 and 2022, the amount of general and administrative expenses allocated to us represents approximately 21.7%21.3% and 22.4%, respectively, of the total expenses allocated to all entities which are parties to the shared services agreement. Specifically, in 2021 and
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2022, we paid $346,000$641,000 and $735,000, respectively, for common general and administrative expenses, including telecommunication services, computer services, bookkeeping, secretarial and other clerical services and legal and accounting services. The amounts allocated to us forOther than the salary, bonus and benefits for services performed byexecutive officers identified in the Summary Compensation Table, Isaac Kalish who isand Steven Rosenzweig were the only executive officers engaged by us on a part-time basis was $139,388.

As a cost saving measure, wein 2021 and 2022 whose salary, bonus and benefits allocated to us in either of such years exceeded $120,000. The amounts allocated to us in 2021 and 2022 for the services of Isaac Kalish were $113,889 and $127,947, respectively and Steven Rosenzweig were $268,234 and $281,908, respectively.

We obtain certain insurance (primarily property insurance) with Gould Investors and its affiliates and in 2017,2021 and 2022, we reimbursed Gould Investors $24,000$61,000 and $67,000, respectively, for our share of insurance premiums.

Majestic Property

Majestic Property, which is wholly-owned by Fredric H. Gould, provides real property management services, real estate brokerage, and construction supervision services for us and affiliated entities, as well as companies that are non-affiliated entities. In 2017,2021 and 2022, we paid Majestic Property fees totaling $32,000,of $31,000 and $36,000, respectively, representing, in the aggregate, less than 1%1.0% of the 2017 revenues of Majestic Property.Property for each such period. Each of Fredric H. Gould, Jeffrey A. Gould, Matthew J. Gould, David W. Kalish, Mark H. Lundy, Israel Rosenzweig, Steven Rosenzweig, and Isaac Kalish received compensation from Majestic Property in 2017,for such periods, which compensation is not included in the Summary Compensation Table. The fees paid by us to Majestic Property and the expenses reimbursed to Gould Investors under the shared services agreement were reviewed by our audit committee. These individuals also receive compensation from other entities owned or controlled (including shared controlled) by one or more by Fredric H. Gould, Jeffrey A. Gould and Matthew J. Gould, David W. Kalish, Mark H. Lundy, Israel Rosenzweig, Steven Rosenzweig and Isaac Kalish also receive compensation from other entities wholly-owned by Fredric H. Gould and parties to the shared services agreement, none of which provided services to us or received compensation from us in 2017.

2021 or 2022.

Miscellaneous

Alon Rosenzweig received compensation of $318,246$764,685 and $673,963 in 20172021 and 2022, respectively (including $166,250$208,559 and $227,125 in base salary for 2017, $25,000 bonus2021 and 2022, respectively, bonuses of $27,000 and $30,000 for 2017,2021 and 2022, respectively, which iswere paid in 20182022 and $77,5472023, respectively, $439,478 and $365,448 for 2021 and 2022, respectively, representing the grant date fair value of awards of restricted stock awards) and participatedRSUs granted in such years, $40,658 with respect to the payment in 2021 of dividend equivalents with respect to RSUs granted in 2016, and perquisites of $48,960 and $51,390 for 2021 and 2022, respectively (including $43,500 and $45,750 of contributions to a defined contribution plan for 2021 and 2022, respectively). His annual base compensation for 2023 is $242,633.
Ryan Gould, who began working for us in September 2022, received compensation in 2022 of $26,250 (including $21,250 in base salary and a bonus of $5,000 for 2022, which was paid in 2023). His annual base salary for 2023 is $95,000.
Messrs. A. Rosenzweig and R. Gould participate in the welfare and other benefit plans generally made available to executives.

our employees.

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PoliciesPROPOSAL 2
ADVISORY APPROVAL OF THE COMPENSATION OF EXECUTIVES
Section 14A of the Exchange Act (“Section 14A”) requires that we seek a non-binding advisory vote from our stockholders to approve the compensation awarded to our named executive officers as disclosed in this proxy statement. Although the advisory vote is non-binding, the compensation committee and Procedures

Our codethe Board will review the results of business conductthe vote and ethics provideswill consider our stockholders' concerns and take them into account in future determinations concerning our executive compensation program. The Board of Directors recommends that you indicate your support for our compensation policies and procedures for our named executive officers, as outlined in the “Conflictsresolution below. Accordingly, the following resolution will be submitted for a stockholder vote at the Annual Meeting:

RESOLVED, that the stockholders approve, on an advisory basis, the compensation of Interest” sectionthe individuals identified in the Summary Compensation Table, as disclosed in the proxy statements for the Company’s 2023 annual meeting of stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE ADOPTION OF THIS RESOLUTION.
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PROPOSAL 3
ADVISORY VOTE ON THE FREQUENCY AT WHICH WE WILL SEEK STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION
Section 14A requires that our board(i) once every six years, we seek stockholder approval of the frequency with which we will seek advisory approval of executive compensation and (ii) we present every one, two or three years, or abstain as alternatives for stockholders.
The Board has determined that an advisory vote on executive compensation every three years is awarethe best approach for us based on a number of certain transactions between us and affiliated entities,considerations, including the sharingfollowing:
the elements of our executive compensation program generally do not change in a significant manner from year to year;
stockholders have various methods of providing feedback on executive compensation matters even in years in which there is no advisory vote on executive compensation — for example, by communicating directly with the Board, as discussed under “Governance of our Company — Communications with Directors”;
a three-year vote cycle gives the Board sufficient time to thoughtfully consider the results of the advisory vote and to implement any desired changes to our executive compensation policies and procedures; and
a three-year cycle will provide investors sufficient time to evaluate the effectiveness of our short- and long-term compensation programs.
Although the vote on this proposal is advisory and non-binding, the compensation committee and Board will carefully consider the voting results. The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, stockholders will not be voting to approve or disapprove the recommendation of the Board. The alternative (i.e., one year, two years, or three years) that receives the most votes will be deemed approved by the stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF EVERY THREE YEARS FOR THE FREQUENCY AT WHICH WE WILL PRESENT TO STOCKHOLDERS AN ADVISORY VOTE ON COMPENSATION OF EXECUTIVES.
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PROPOSAL 4
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
General
The audit committee and the board of directors is seeking ratification of the appointment of Ernst & Young LLP (“E&Y”), as our independent registered public accounting firm for 2023. A representative of E&Y is expected to be present at our annual meeting and will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.
We are not required to have our stockholders ratify the selection of E&Y as our independent registered public accounting firm. We are doing so because we believe it is good corporate practice. If the stockholders do not ratify the selection, the audit committee will reconsider whether to retain E&Y, but may, in its discretion, decide to retain such firm. Even if the selection is ratified, the audit committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in our interest.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023.
Audit and Other Fees
The following table presents E&Y’s fees for the services pursuant toin the termsindicated years:
 
​​
2022
​​
2021
Audit fees(1)
​​
$576,108
​​
$582,079
Audit-related fees
​​
—
​​
—
Tax fees
​​
17,600
​​
17,000
All other fees
​​
—
​​
—
Total fees
​​
$593,708
​​
$599,079
(1)
Includes fees for the audit of our annual consolidated financial statements, the review of the consolidated financial statements included in our quarterly reports on Form 10-Q and for services rendered in connection with registration statements filed with the SEC.
Approval Policy for Audit and Non-Audit Services
The audit committee annually reviews and approves the retention of a shared services agreementour independent registered public accounting firm for each fiscal year and the audit of our financial statements for such fiscal year, including the fee associated with the audit. In addition, the audit committee approves the provision of tax related and other non-audit services. Any fees for the audit and any fees for non-audit services by affiliated entities to us. The provision states that the board has determined that the services provided by affiliated entities to us are beneficial and that we may enter into a contract or transaction with an affiliated entity provided that any such transaction isin excess of those approved by the audit committee which is satisfied thatmust receive the fees, charges and other payments madeprior approval of the audit committee.
Proposals for any non-audit services to be performed by our independent registered public accounting firm must be approved in advance by the affiliated entities are at no greater cost or expense to us then would be incurred if we were to obtain substantially the same services from unrelated and unaffiliated entities. The term “affiliated entities” is defined in the code of business conduct and ethics as all parties to the shared services agreement and other entities in which our officers and directors have an interest.

Generally, related party transactions that are proposed are submitted toaudit committee.

For 2022, the audit committee for its prior reviewpre-approved all of the audit, tax and if appropriate, approval. Tonon-audit services rendered by our independent registered public accounting firm.
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REPORT OF THE AUDIT COMMITTEE
The information contained in this Report of the Audit Committee shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing (except to the extent payments are made pursuantthat we specifically incorporate this information by reference) and shall not otherwise be deemed “soliciting material” or “filed” with the SEC or subject to an agreement with a related party previously approved byRegulation 14A or 14C, or to the audit committee, such as payments under the shared services agreement, such payments are reviewed by the audit committee on a quarterly basis and if appropriate, approved. If a transaction relates to a memberliabilities of our audit committee, such member does not participate in the audit committee’s deliberations. Our audit committee reports our related party transactions to our Board on at least an annual basis.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a)18 of the Exchange Act requires(except to the extent that we specifically incorporate this information by reference).

The role of the audit committee is to, among other things, select and engage our executive officers, directorsindependent registered public accounting firm and persons who beneficially own more than 10%to oversee and monitor our financial reporting process, the independence and performance of the independent registered public accounting firm and the functioning of our common sharesinternal controls. It is management’s responsibility to file Initial Reportsprepare financial statements in accordance with generally accepted accounting principles and for the independent registered public accounting firm to perform an independent audit of Ownershipthe financial statements and Reportsto express an opinion on the conformity of Changes in Ownershipthose financial statements with generally accepted accounting principles.
In performing its duties, the SEC. Executive officers, directorsaudit committee:
reviewed and greater than 10% beneficial owners arediscussed our audited consolidated financial statements for the year ended December 31, 2022 (the “Audited Financial Statements”) with management and E&Y;
discussed with E&Y the matters required to be discussed by the Public Company Accounting Oversight Board (the “PCAOB”);
received from E&Y the written disclosures and the letter from E&Y regarding E&Y’s independence required by the rulesapplicable requirements of the PCAOB, and regulations promulgated pursuantdiscussed with such firm its independence; and
based on the reviews and discussions referred to above, the audit committee recommended that the Audited Financial Statements be included in its Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the SEC.
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Louis C. Grassi (Chairman)
​​
Gary Hurand
​​
Elie Y. Weiss
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DELINQUENT SECTION 16(a) REPORTS
Each of Gould Investors, Jeffrey A. Gould and Matthew J. Gould filed two reports late with respect to the Exchange Act, to furnish us with copiessame two transactions.
ADDITIONAL INFORMATION AND NOTICE OF INTERNET AVAILABILITY OF
PROXY MATERIALS
As of all Section 16(a) forms they file.

Based solely on our reviewthe date of copiesthis proxy statement, we do not know of these reports filed with the SEC, we believeany business that none of our directors, executive officers and greater than 10% beneficial owners failed to file on a timely basis reports required by Section 16(a) during 2017.

OTHER MATTERS

Our board of directors knows of no other matters that may properlywill be presented for consideration at the Annualmeeting other than the items referred to in the Notice of the Meeting. IfSubject to applicable law, if any other matters arematter is properly brought before the Annual Meeting, it ismeeting for action by stockholders, the intentionholders of the persons named inproxies will vote and act with respect to the accompanying proxy to vote on such mattersbusiness in accordance with their discretion. Itbest judgment and discretionary authority to do so is important thatconferred by the proxies be returned promptlyenclosed proxy. Our Conduct Code, corporate governance guidelines and that you be represented. Stockholdersthe charters for our audit, compensation and nominating committees are urged to authorize aavailable under the “Corporate Governance” tab at www.brtapartments.com.

This proxy promptly by either electronically submitting astatement (including the notice of meeting), the proxy or voting instruction card over the Internet or by telephone or by delivering to us or your broker a signed and dated proxy card.

our Annual Report are available at www.brtapartments.com/annualmeetingmaterials.pdf.
By order of the Board of Directors
​​
 
 

 
​​
S. Asher Gaffney,
​​
Corporate Secretary

April 21, 2023
​​

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Annex A

BRT APARTMENTS CORP.


2018 INCENTIVE PLAN

SECTION 1
EFFECTIVE DATE AND PURPOSE

1.1 Effective Date. This Plan was adopted effective December 5, 2017, subject to approval by the stockholders of BRT Apartments Corp., a Maryland corporation (the “Company”); provided, however, that any Awards granted hereunder prior to the approval of the Plan by the stockholders of the Company shall be conditioned upon approval by the stockholders of the Company and no Shares may be issued pursuant to any Award granted hereunder prior to approval of the Plan by the Company.

1.2 Purpose of the Plan. The Plan is designed to motivate, retain and attract Participants (as defined) of experience and ability and to further the financial success of the Company by aligning the interests of Participants through the ownership of Shares (as defined) with the interests of the Company’s stockholders.

SECTION 2
DEFINITIONS

The following terms shall have the following meanings (whether used in the singular or plural) unless a different meaning is plainly required by the context:

“1934 Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or a regulation thereunder shall include any regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

“Affiliate” or “Affiliates” has the meaning ascribed to such term by Rule 501 promulgated under the Securities Act of 1933, as amended.

“Award” means, individually or collectively, a grant under the Plan of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock, Restricted Stock Units, Dividend Equivalent Rights and Performance Share Awards.

“Award Agreement” means either (1) the written agreement setting forth the terms and provisions applicable to each Award granted under the Plan or (2) a statement (including an electronic communication) issued by the Company to a Participant describing the terms and provisions of such Award.

“Board” or “Board of Directors” means the Board of Directors of the Company, or any analogous governing body of any successor to the Company.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder.

“Committee” means the Compensation Committee of the Board or the committee of the Board appointed to administer the Plan.

“Company” means BRT Apartments Corp., a Maryland corporation, or any successor thereto (including any entity that is a successor issuer in accordance with Rule 12g-3 under the 1934 Act and Rule 414 under the Securities Act of 1933, as amended).

“Dividend Equivalent Right” means an Award granted pursuant to Section 9, entitling the Participant to receive an amount of cash equal to the cash distributions that would have been paid on the Shares specified in the Award to which such Dividend Equivalent Right relates, as if such Shares had been issued to and held by the Participant holding such Dividend Equivalent Right during the period beginning with the grant date (or if otherwise determined by the committee, the beginning of the Performance Cycle) of the Award to which the Dividend Equivalent Right relates through the vesting date of such award.

“Disability” or “Disabled” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

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“Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to the exercise of an Option.

“Fair Market Value” means, as of any given date, (i) the closing sales price of the Shares on any national securities exchange on which the Shares are listed; (ii) the closing sales price if the Shares are listed on the OTCBB or other over the counter market; or (iii) if there is no regular public trading market for such Shares, the fair market value of the Shares as determined by the Committee.

“Grant Date” means, with respect to an Award, the effective date that such Award is granted to a Participant.

“Incentive Stock Option” means an Option to purchase Shares which is designated as an Incentive Stock Option and is intended to meet the requirements of Section 422 of the Code.

“Non-management Director” means a Director who, in the applicable calendar year, was not compensated, directly or indirectly, by the Company, any Subsidiary or any of their Affiliates, other than compensation for service as a Director or as a member of any committee of the Board.

“Nonqualified Stock Option” means an Option to purchase Shares which is not an Incentive Stock Option.

“Option” means an Incentive Stock Option or a Nonqualified Stock Option.

“Participant” means an officer, employee, Director or consultant of the Company or any of its Subsidiaries who has been granted an Award under the Plan.

“Performance-Based Award” means any Restricted Stock Award, Restricted Stock Unit, Option or Performance Share Award granted to a Participant that qualifies as “performance based compensation” under Section 162(m) of the Code.

“Performance Criteria” shall mean any, a combination of, or all of the following: (i) pre-tax income, (ii) after-tax income, (iii) net income (meaning net income as reflected in the Company’s financial reports for the applicable period), (iv) operating income (including net operating income), (v) cash flow, cash flow from operations, free cash flow and any one or more of the foregoing, (vi) return on any one or more of equity, capital, invested capital and assets, (vii) funds available for distribution, (viii) occupancy rate at any one or more of the Company’s or its Subsidiaries’ properties, (ix) total stockholder return, (x) funds from operations (“FFO”), as computed in accordance with standards established by the National Association of Real Estate Investment Trusts, Inc., (xi) adjusted FFO (i.e., adjusting FFO to give effect to any one or more of the following: property acquisition costs, straight-line rent, amortization of lease intangibles, lease termination fee income, amortization of restricted stock or other non-cash compensation expense, amortization and/or write-off of deferred financing costs, deferred mortgage costs and debt prepayment costs), (xii) stock appreciation (meaning an increase in the price or value of the Shares after the date of grant of an award and during the applicable period), (xiii) revenues, (xiv) assets, (xv) earnings before any one or more of the following items: interest, taxes, impairment charges, depreciation or amortization for the applicable period, as reflected in the Company’s financial reports for the applicable period, (xvi) reduction in expense levels, (xvii) operating cost management and employee productivity, (xviii) strategic business criteria consisting of one or more objectives based on meeting specified revenue, market share, market penetration, geographic business expansion goals, objectively identified project milestones, cost targets and goals relating to acquisition or divestitures; and (xix) achievement of business or operational goals such as market share and/or business development. Performance Criteria need not be the same with respect to all Participants and may be established on an aggregate or per share basis (diluted or undiluted), may be based on performance compared to performance by businesses or indices specified by the Committee, may be compared to any prior period, may be based on a company-wide basis or in respect of any one or more business units, may be measured on an absolute or relative basis, may be adjusted for non-controlling interests, and any one or more of the foregoing. All calculations and financial accounting matters relevant to this Plan shall be determined in accordance with GAAP, except as otherwise directed by the Committee.

“Performance Cycle” means one or more periods of time which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participants right to and the payment of a Restricted Stock Award, Restricted Stock Unit, Option or Performance Share Award. Each such period shall not be less then twelve months.



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“Performance Goals” means for a Performance Cycle, the specific goals established by the Committee for a Performance Cycle based upon such criteria as the Committee may establish; provided that for any Award that is intended to qualify as a Performance-Based Award, such Performance Goals must be based on Performance Criteria.

“Period of Restriction” means the period during which an Award granted hereunder is subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of Performance Goals or the occurrence of other events as determined by the Committee.

“Plan” means the BRT Apartments Corp. 2018 Incentive Plan, as set forth in this instrument, and as hereafter amended from time to time.

“Restricted Stock” means an Award of Shares, the grant, issuance, retention and/or vesting of which is subject to such conditions as are expressed in the Award Agreement and as contemplated herein.

“Restricted Stock Unit” or “RSU” means an Award of a right to receive one Share, the grant, issuance, retention and/or vesting of which is subject to such conditions as are expressed in the Award Agreement and as contemplated herein.

“Retirement” means (i) a Director who has attained the age of 65 years who resigns or retires from the Board or does not stand for re-election to the Board and has served continuously as a Director of the Company for not less than six consecutive years, and (ii) an officer or employee of, or consultant to, the Company who has attained the age of 65 years who resigns or retires from the Company or one of its Subsidiaries and has served in any such capacity with the Company or one of its Subsidiaries for not less than ten consecutive years at the time of retirement or resignation, provided that such Participant has not acted in a manner during the period of his relationship with the Company or any of its Subsidiaries which has been harmful to the business or reputation of the Company. A determination as to whether a “retiree” acted in a manner which has been harmful to the business or reputation of the Company shall be made by the Committee, whose determination shall be conclusive and binding in all respects on the Participant and the Company.

“Shares” or “Shares of common stock” means the shares of common stock, $0.01 par value, of the Company, or any other security of the Company determined by the Committee pursuant to Section 5.3.

“Subsidiary” means (i) a corporation, association or other business entity of which 50% or more of the total combined voting power of all classes of capital stock is owned, directly or indirectly, by the Company or by one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries of the Company, (ii) any partnership or limited liability company of which 50% or more of the capital and profit interests is owned, directly or indirectly, by the Company or by one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries of the Company, or (iii) any other entity not described in clauses (i) or (ii) above of which 50% or more of the ownership and the power, pursuant to a written contract or agreement, to direct the policies and management or the financial and the other affairs thereof, are owned or controlled by the Company or by one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries of the Company.

SECTION 3


ELIGIBILITY

3.1 Participants. Awards may be granted in the discretion of the Committee to officers, employees, Directors and consultants of the Company and its Subsidiaries.

3.2 Non-Uniformity. Awards granted hereunder need not be uniform among eligible Participants and may reflect distinctions based on title, compensation, responsibility or any other factor the Committee deems appropriate.

SECTION 4
ADMINISTRATION

4.1 The Committee. The Plan will be administered by the Committee, which, to the extent deemed necessary by the Board, will consist of two or more persons who satisfy the requirements for a “non-employee director” under Rule 16b-3 promulgated under the 1934 Act and the requirements for an “outside director” under section 162(m) of the Code. The members of the Committee shall be appointed from time to time by, and shall

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serve at the pleasure of, the Board of Directors. In the absence of such appointment, the Board of Directors shall serve as the Committee and shall have all of the responsibilities, duties, and authority of the Committee set forth herein.

4.2 Authority of the Committee. Subject to applicable law, the Committee shall have the exclusive authority to administer and construe the Plan in accordance with its provisions. The Committee’s authority shall include, without limitation, the power to (a) determine persons eligible for Awards, (b) prescribe the terms and conditions of the Awards, (c) construe and interpret the Plan, the Awards and any Award Agreement, (d) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith and (e) establish, interpret, amend or revoke any such rules. With respect to any Award that is intended to qualify as “performance-based compensation” within the meaning of section 162(m) of the Code, the Committee shall have no discretion to increase the amount of compensation that otherwise would be due upon attainment of a Performance Goal, although the Committee may have discretion to deny an Award or to adjust downward the compensation payable pursuant to an Award, as the Committee determines in its sole judgment. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more officers of the Company to the extent permitted by law, other than the authority to grant Awards intended to qualify as “performance-based compensation” within the meaning of section 162(m) of the Code.

4.3 Decisions Binding. All determinations and decisions made by the Committee and any of its delegatees pursuant to Section 4.2 shall be final, conclusive and binding on all persons, and shall be given the maximum deference permitted by law.

4.4 Limitation on Awards Granted to Non-management Directors. The maximum number of Shares issuable pursuant to Awards that may be granted to a Non-management Director in any calendar year shall not exceed 20,000 Shares.

SECTION 5
SHARES SUBJECT TO THE PLAN

5.1 Number of Shares. Subject to adjustment as provided in Section 5.3, the total number of Shares available for grant under the Plan shall not exceed 600,000 Shares. The Shares available for issuance under the Plan shall be authorized but unissued Shares of the Company.

5.2 Lapsed Awards. Unless determined otherwise by the Committee, Shares related to Awards that are forfeited, cancelled, terminated or expire unexercised, shall be available for grant under the Plan. Shares that are tendered by a Participant to the Company in connection with the exercise of an Award, withheld from issuance in connection with a Participant’s payment of tax withholding liability, or settled in such other manner so that a portion or all of the Shares included in an Award are not issued to a Participant shall not be available for grant under the Plan.

5.3 Adjustments in Awards and Authorized Shares. In the event of a stock dividend or stock split, the number of Shares subject to the Plan, outstanding Awards and the numerical amounts set forth in Sections 5.1, 6.1, 7.1 and 8.1 shall automatically be adjusted proportionally to prevent the dilution or diminution of such Awards, except to the extent directed otherwise by the Committee. In the event of a merger, reorganization, consolidation, recapitalization, separation, liquidation, combination or other similar change in the structure of the Company affecting the Shares, the Committee shall adjust the number and class of Shares which may be delivered under the Plan, the number, class and price of Shares subject to outstanding Awards, and the numerical limits of Sections 5.1, 6.1, 7.1 and 8.1 in such manner as the Committee shall determine to be advisable or appropriate to prevent the dilution or diminution of such Awards. Any such numerical limitations shall be subject to adjustment under this Section only to the extent such adjustment will not affect the status of any Award intended to qualify as “performance-based compensation” under section 162(m) of the Code or the ability to grant or the qualification of Incentive Stock Options under the Plan or subject the Participant to taxes, penalties and interest imposed under section 409A(a)(1) of the Code.

5.4 Restrictions on Transferability. The Committee may impose such restrictions on any Award, Award of Shares or Shares acquired pursuant to an Award as it deems advisable or appropriate, including, but not limited to, restrictions related to applicable Federal securities laws, the requirements of any national securities exchange or system upon which Shares are then listed or traded, and any blue sky or state securities laws.

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SECTION 6
STOCK OPTIONS

6.1 Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants at any time and from time to time as determined by the Committee. The Committee shall determine the number of Shares subject to each Option. The Committee may grant Incentive Stock Options, Nonqualified Stock Options, or any combination thereof. Subject to the additional limitations imposed on Awards intended to qualify as Performance Based Awards in Section 8.1(c), the maximum aggregate number of Shares underlying Options granted in any one calendar year to an individual Participant shall be 100,000.

6.2 Award Agreement. Each Option shall be evidenced by an Award Agreement that shall specify the Exercise Price, the expiration date of the Option, the number of Shares to which the Option pertains, whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option, any conditions on exercise of the Option and such other terms and conditions as the Committee shall determine, including terms regarding forfeiture of Awards or continued exercisability of Awards in the event of termination of employment by the Participant.

6.3 Exercise Price. The Exercise Price for each Option shall be determined by the Committee and shall be provided in each Award Agreement; provided, however, the Exercise Price for each Option may not be less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date. In the case of an Incentive Stock Option, the Exercise Price shall be not less than one hundred ten percent (110%) of the Fair Market Value of a Share if the Participant (together with persons whose stock ownership is attributed to the Participant pursuant to section 424(d) of the Code) owns on the Grant Date stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries.

6.4 Expiration of Options. Except as provided in Section 6.7(c) regarding Incentive Stock Options, each Option shall terminate upon the earliest to occur of (i) the date(s) for termination of the Option set forth in the Award Agreement or (ii) the expiration of ten (10) years from the Grant Date. Subject to such limits, the Committee shall provide in each Award Agreement when each Option expires and becomes un-exercisable. Except as set forth in an Award Agreement, upon Retirement of a Participant an Option may be exercised by such Participant to the extent it was exercisable on the effective date of the Retirement and shall be exercisable for a period of six months from the effective date of such Retirement, but not later than the expiration of the maximum term such Option. The Committee may not, after an Option is granted, extend the maximum term of the Option.

6.5 Exercisability of Options. Options granted under the Plan shall be exercisable, in whole or in part, at such times and be subject to such restrictions and conditions as the Committee shall determine. After an Option is granted, the Committee may accelerate or waive any condition constituting a substantial risk of forfeiture applicable to the Option.

6.6 Payment. Options shall be exercised by a Participant’s delivery of a written notice of exercise to the Secretary of the Company (or his or her designee), setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. Upon the exercise of an Option, the Exercise Price shall be payable to the Company in full in cash or its equivalent. The Committee may permit exercise (a) by the Participant tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price, (b) the Participant tendering a combination of cash and previously acquired Shares equal to total Exercise Price (the Shares tendered being valued at Fair Market Value at the time of exercise), or (c) by any other means which the Committee determines to provide legal consideration for the Shares, and to be consistent with the purposes of the Plan. As soon as practicable after receipt of a written notification of exercise and full payment for the Shares purchased, the Company shall deliver, or cause to be delivered, to the Participant, evidence of such Participant’s ownership of such Shares. No right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares as to which the Option has been exercised until the records of the Company or its transfer agent reflect the issuance of such Shares. No adjustment will be made for a dividend or other rights for which a record date is established prior to the date the records of the Company or its transfer agent reflect the issuance of the Shares upon exercise of the Options.

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6.7 Certain Additional Provisions for Incentive Stock Options.

(a) Exercisability. The aggregate Fair Market Value (determined on the Grant Date(s)) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company, any parent and its Subsidiaries) shall not exceed $100,000. The portion of the Option which is in excess of the $100,000 limitation shall be treated as a Non-Qualified Option pursuant to Section 422(d)(1) of the Code.

(b) Company and Subsidiaries Only. Incentive Stock Options may be granted only to Participants who are officers or employees of the Company or a Subsidiary on the Grant Date.

(c) Expiration. No Incentive Stock Option may be exercised after the expiration of ten (10) years from the Grant Date. In the case of an Incentive Stock Option that is granted to a Participant who (together with persons whose stock ownership is attributed to the Participant pursuant to Section 424(d) of the Code) owns on the Grant Date stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the term of such Incentive Stock Option shall be no more than five years from the Grant Date.

6.8 Restriction on Transfer. Except as otherwise determined by the Committee or as set forth in the Award Agreement, no Option may be transferred, gifted, pledged, assigned, or otherwise alienated or hypothecated, voluntarily or involuntarily. Upon the death or Disability of a Participant, an Option may be exercised by the duly appointed personal representative of the deceased Participant or in the event of a Disability by the Participant or the duly appointed attorney-in-fact, guardian or custodian of the Disabled Participant to the extent the Option was exercisable on the date of death or the date of Disability and shall be exercisable for a period of six months from the date of death or the date of Disability.

6.9 Repricing of Options. Without stockholder approval, (i) the Company will not reprice, replace or regrant an outstanding Option either in connection with the cancellation of such Option or by amending an Award Agreement to lower the exercise price of such Option, and (ii) the Company will not cancel outstanding Options in exchange for cash or other Awards.

6.10 Voting Rights. A Participant shall have no voting rights with respect to any Options granted hereunder.

SECTION 7
RESTRICTED STOCK AND RESTRICTED STOCK UNITS

7.1 Grant of Restricted Stock and Restricted Stock Units. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine. The Committee shall determine the number of Shares of Restricted Stock and/or RSUs to be granted to each Participant and the time when each Award shall be granted. Subject to the additional limitations imposed on Awards intended to qualify as Performance Based Awards in Section 8.1(c), no more than 100,000 Shares of each of Restricted Stock and Shares underlying Restricted Stock Units may be granted to any individual Participant in any one calendar year.

7.2 Restricted Stock and RSU Agreements. Each Award of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares of Restricted Stock granted, the number of Shares subject to a Restricted Stock Unit, any applicable Performance Goals and Performance Cycle, and such other terms and conditions as the Committee shall determine, including terms regarding forfeiture of Awards in the event of termination of employment by the Participant or termination of the Participant’s relationship with the Company as a director or consultant.

7.3 Transferability. Except as otherwise determined by the Committee or as set forth in the Award Agreement, Shares of Restricted Stock and Restricted Stock Units (including Shares underlying RSUs) may not be sold, transferred, gifted, bequeathed, pledged, assigned, or otherwise alienated or hypothecated, voluntarily or involuntarily, until the end of the applicable Period of Restriction and the satisfaction, in whole or in part, of any applicable Performance Goals within the applicable Performance Cycle. Except as otherwise determined by the Committee or as set forth in the Award Agreement, in the event of the death, Disability or Retirement of a Participant, all unvested Restricted Stock and unvested RSUs shall not vest on the date of death or Disability or the effective date of Retirement. Without stockholder approval, the Company will not, except as otherwise provided for in the Plan, repurchase outstanding unvested Restricted Stock or unvested RSUs in exchange for cash or accelerate the vesting of outstanding unvested Shares of Restricted Stock or RSUs.

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7.4 Other Restrictions. The Committee may impose such other restrictions on Shares of Restricted Stock and Restricted Stock Units (including Shares underlying RSUs) as it may deem advisable or appropriate in accordance with this Section 7.4.

(a) General Restrictions. The Committee may set one or more restrictions based upon (a) the achievement of specific Performance Goals, (b) applicable Federal or state securities laws, (c) time-based restrictions, or (d) any other restrictions determined by the Committee.

(b) Section 162(m) Performance Restrictions. For purposes of qualifying grants of Restricted Stock and/or RSUs as “performance-based compensation” under Section 162(m) of the Code, the Committee, in its sole discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Committee on or before the latest date permissible to enable the Restricted Stock and/or RSUs to qualify as “performance-based compensation” under section 162(m) of the Code. In granting Restricted Stock and/or RSUs that are intended to qualify under section 162(m) of the Code, the Committee shall follow any procedures determined by it in its sole discretion from time to time to be necessary, advisable or appropriate to ensure qualification of the Restricted Stock and/or RSUs under section 162(m) of the Code.

(c) Methods of Implementing Restrictions. The Committee may take such action as it, in its sole discretion, deems appropriate to give notice to the Participant of, and implement, the restrictions imposed pursuant to Section 7.

7.5 Removal of Restrictions. After the end of the Period of Restriction, the Shares shall be freely transferable by the Participant, subject to any other restrictions on transfer (including without limitation, limitations imposed pursuant to the Company’s organizational documents) which may apply to such Shares.

7.6 Voting Rights. Except as otherwise determined by the Committee and set forth in the Award Agreement, Participants holding (a) Shares of Restricted Stock shall have voting rights during the Period of Restriction and (b) Restricted Stock Units shall not have voting rights during the Period of Restriction.

7.7 Dividends and Other Distributions. Except as otherwise determined by the Committee and set forth in the Award Agreement, Participants holding (a) Shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to the Shares during the Period of Restriction and (b) except to the extent a Dividend Equivalent Right is granted in tandem with an RSU, RSUs shall not be entitled to receive any dividends or other distributions paid with respect to the underlying Shares during the Period of Restriction.

SECTION 8
PERFORMANCE-BASED AWARDS

8.1 Performance-Based Awards. Participants selected by the Committee may be granted one or more Performance Awards in the form of Options, Restricted Stock, Restricted Stock Units, Dividend Equivalent Rights or Performance Share Awards payable upon the attainment of Performance Goals that are established by the Committee and related to one or more of the Performance Criteria, in each case on a specified date or dates or over a Performance Cycle determined by the Committee. A Performance Cycle shall be at least one year. The Committee in its sole discretion shall determine whether an Award is to qualify as “performance based compensation” under Section 162(m) of the Code. The Committee in its sole discretion shall determine Awards that are based on Performance Goals but are not intended to quality as “performance based compensation” under Section 162(m). The Committee shall define the manner of calculating the Performance Criteria it selects to use for any Performance Cycle. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of an individual. The Committee, in its discretion, may adjust or modify the calculation of Performance Goals for such Performance Cycle in order to prevent the dilution or enlargement of the rights of an individual (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development, (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or (iii) in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions; provided however, that the Committee may not exercise such discretion in a manner that would increase the Performance-Based Award granted to a Participant. Each Performance-Based Award shall comply with the provisions set forth below. Performance Awards, other than Dividend Equivalent Rights, shall be paid in Shares.

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(a) Grant of Performance-Based Awards. With respect to each Performance-Based Award granted to a Participant, if intended by the Committee to qualify as “performance based compensation” under Section 162(m) of the Code, the Committee shall select, within the first 90 days of a Performance Cycle the Performance Criteria for such grant, and the Performance Goals with respect to each Performance Criterion (including a threshold level of performance below which no amount will become payable with respect to such Award). Each Performance-Based Award will specify the amount payable, or the formula for determining the amount payable, upon achievement of the various applicable performance targets. The Performance Criteria established by the Committee may be (but need not be) different for each Performance Cycle and different Performance Goals may be applicable to Performance-Based Awards to different Participants.

(b) Payment of Performance-Based Awards. Following the completion of a Performance Cycle, the Committee shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved and, if so, to calculate and certify in writing the amount of the Performance-Based Awards earned for the Performance Cycle. The Committee shall then determine the actual size of each Participant’s Performance-Based Award, and, in doing so, may reduce or eliminate the amount of the Performance-Based Award for a Participant if, in its sole judgment, such reduction or elimination is appropriate.

(c) Maximum Award Payable. The maximum Performance-Based Award payable to any one Participant under the Plan for a Performance Cycle is 100,000 Shares (subject to adjustment as provided in Section 5.3 hereof).

SECTION 9
DIVIDEND EQUIVALENT RIGHTS

9.1 Dividend Equivalent Rights. A Dividend Equivalent Right may be granted hereunder to any Participant only in tandem with an Award of RSUs or a Performance Based Award (other than an Award of Restricted Stock or Options). The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Agreement which shall provide that such Dividend Equivalent Right, except to the extent otherwise provided in the related Award Agreement, shall (i) not be sold, transferred, gifted, bequeathed, pledged, assigned, or otherwise alienated or hypothecated, voluntarily or involuntarily, until the end of the applicable Period of Restriction and the satisfaction, in whole or in part, of any applicable Performance Goals within the applicable Performance Cycle, and (ii) be settled upon settlement or payment of, or lapse of restrictions on, the Award to which it relates, and such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such Award.

SECTION 10
AMENDMENT, TERMINATION, AND DURATION

10.1 Amendment, Suspension, or Termination. The Board, in its sole discretion, may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason; provided, however, that if and to the extent required by law or to maintain the Plan’s compliance with the Code, the rules of any national securities exchange (if applicable), or any other applicable law, any such amendment shall be subject to stockholder approval; and further provided, that without stockholder approval, no amendment shall permit the repricing, replacing or regranting of an Option in connection with the cancellation of such Option or by amending an Award Agreement to lower the exercise price of such Option or the cancellation of any Award in exchange for cash. The amendment, suspension or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award theretofore granted to such Participant. No Award may be granted during any period of suspension or after termination of the Plan.

10.2 Duration of the Plan. The Plan shall become effective in accordance with Section 1.1, and subject to Section 10.1 shall remain in effect until the tenth anniversary of the effective date of the Plan.

SECTION 11
TAX WITHHOLDING

11.1 Withholding Requirements. Prior to the delivery of any Shares pursuant to an Award (or the exercise thereof), the Company shall have the power and the right to deduct or withhold from any amounts due to the

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Participant from the Company, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, state and local taxes (including the Participant’s FICA obligation) required or appropriate to be withheld with respect to such Award (or the exercise or vesting thereof).

11.2 Withholding Arrangements. The Company, pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part, by (a) electing to have the Company withhold otherwise deliverable Shares, or (b) delivering to the Company, Shares then owned by the Participant. The amount of the withholding requirement shall be deemed to include any amount that the Company agrees may be withheld at the time any such election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered shall be determined as of the date that the taxes are required to be withheld.

SECTION 12
CHANGE IN CONTROL

12.1 Change in Control. For purposes of the Plan, a Change in Control means any of the following:

(a) the acquisition (other than from the Company) in one or more transactions by any person (as such term is used in Section 13(d) of the 1934 Act) of the beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 25% or more of (i) the then outstanding Shares or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of Directors (the “Company Voting Stock”), provided however the provision of this Section 12.1(a) is not applicable to acquisitions made individually, or as a group by Fredric H. Gould, Matthew J. Gould and Jeffrey A. Gould, and their respective spouses, lineal descendants and affiliates;

(b) individuals who, as of the date of the Award, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to the date of such Award whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in the Rules of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c) the closing of a sale or other conveyance of all or substantially all of the assets of the Company; or

(d) the effective time of any merger, share exchange, consolidation, or other business combination involving the Company if immediately after such transaction persons who hold a majority of the outstanding voting securities entitled to vote generally in the election of Directors of the surviving entity (or the entity owning 100% of such surviving entity) are not persons who, immediately prior to such transaction, held the Company’s voting Shares.

12.2 Effect of Change of Control. On the effective date of any Change in Control, unless the applicable Award Agreement provides otherwise: (i) in the case of an Option, each such outstanding Option shall become exercisable in full in respect of the aggregate number of Shares covered thereby; and (ii) in the case of Restricted Stock, Restricted Stock Units, Dividend Equivalent Rights and Performance Share Awards, the Period of Restriction applicable to each such Award shall be deemed to have expired. Notwithstanding the foregoing, unless otherwise provided in the applicable Award Agreement, the Committee may, in its discretion, determine that any or all outstanding Awards of any or all types granted pursuant to the Plan will not become exercisable on an accelerated basis nor will the Restriction Period expire in connection with a Change of Control if effective provision has been made for the taking of such action which, in the opinion of the Committee, is equitable and appropriate to substitute a new Award for such Award or for the assumption of such Award and to make such new or assumed Award, as nearly as may be practicable, equivalent to the old Award (before giving effect to any acceleration of the exercisability or the expiration of the Restriction Period), taking into account, to the extent applicable, the kind and amount of securities, cash, or other assets into or for which the Shares may be changed, converted, or exchanged in connection with such Change of Control.

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SECTION 13
MISCELLANEOUS

13.1 Deferrals. To the extent consistent with the requirements of section 409A of the Code, the Committee may provide in an Award Agreement or another document that a Participant is permitted or required to defer receipt of the delivery of Shares that would otherwise be due to such Participant under an Award other than an Option. Any such deferral shall be subject to such rules and procedures as shall be determined by the Committee.

13.2 Termination for Cause. If a Participant’s employment or relationship with the Company or a Subsidiary shall be terminated for cause by the Company or such Subsidiary during the Restriction Period or prior to the exercise of any Option (for these purposes, cause shall have the meaning ascribed thereto in any employment agreement or Award Agreement to which such Participant is a party or, in the absence thereof, shall include, but not be limited to, insubordination, dishonesty, incompetence, moral turpitude, the refusal to perform his duties and responsibilities for any reason (other than illness or incapacity) and other misconduct of any kind, as determined by the Committee, then, (i) all Options (whether or not then vested and exercisable) shall immediately terminate and (ii) such Participant’s rights to all Restricted Stock, RSUs and Performance Share Awards shall be forfeited immediately.

13.3 Section 162(m). Except as otherwise provided herein, in an Award Agreement or otherwise determined by the Committee, an Award that is intended to qualify as “performance based compensation” under Section 162(m) of the Code, shall not vest in whole or in part in the event of the Participant’s Retirement, involuntary termination or if the Participant terminates his or her relationship with the Company, except to the extent (a) the Performance Goal’s shall be achieved within the Performance Cycle or (b) otherwise permitted under Section 162(m) of the Code.

13.4 No Effect on Employment or Service. Nothing in the Plan, any Award or any Award Agreement, and no action of the Committee, shall confer or be construed to confer on any Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment or service at any time, with or without cause. Employment with the Company or any Subsidiary is on an at-will basis only, unless otherwise provided by an applicable employment or service agreement between the Participant and the Company or any Subsidiary, as the case may be.

13.5 Successors. All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect merger, consolidation or otherwise, or the purchase of all or substantially all of the business or assets of the Company.

13.6 No Rights as Stockholder. Except to the limited extent provided in Sections 7.6 and 7.7, no Participant (nor any beneficiary thereof) shall have any of the rights or privileges of a stockholder of the Company with respect to any Shares issuable pursuant to an Award (or the exercise or vesting thereof), unless and until the issuance of such Shares shall have been recorded on the records of the Company or its transfer agents or registrars.

13.7 Uncertificated Shares. Notwithstanding any provision of the Plan to the contrary, the ownership of Shares issued under the Plan may be evidenced in such a manner as the Committee (including any management designee of the Committee), in its sole discretion, deems appropriate, including by book-entry or direct registration (including transaction advices) or the issuance of one or more share certificates, and to the extent that the Plan, applicable law or the Company’s organizational documents, require or contemplate the imposition of a legend or other notation on one or more certificates evidencing Shares or an Award, the Committee (including any management designee of the Committee) shall have the sole discretion to determine the manner in which such legend or notation is implemented.

13.8 Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, or Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

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13.9 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

13.10 Requirements of Law; Claw-Back Policies. The grant of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required from time to time, and shall be subject to the applicable provisions of any claw-back policy implemented by the Company, whether implemented prior to or after the grant of such Award, including without limitation, any claw-back policy adopted to comply with the requirements of applicable law (including the requirements of a national securities exchange).

13.11 Securities Law Compliance. To the extent any provision of the Plan, Award Agreement or action by the Committee fails to comply with any applicable federal or state securities law, it shall be deemed null and void, to the extent permitted by law and deemed advisable or appropriate by the Committee.

13.12 Real Estate Investment Company. No Award shall be granted or awarded and, with respect to any Award granted under the Plan, such Award shall not vest, be exercisable or be settled, to the extent that the grant, vesting, exercise or settlement of such Award could cause the Participant or any other person to be in violation of any restrictions on ownership and transfer of the Company’s securities set forth in its declaration of trust or other governing instrument or organizational documents, as amended and in effect from time to time, or if, in the discretion of the Committee, the grant, vesting, exercise or settlement of such award could otherwise impair the Company’s status as a real estate investment trust under the Code.

13.13 Governing Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Maryland.

13.14 Captions. Captions are provided herein for convenience of reference only, and shall not serve as a basis for interpretation or construction of the Plan.

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