DEF 14A of BRT Apartments Corp.
Filed Apr 20, 2026 · FY20250001140361-26-015498
Compensation of Directors
Compensation of Directors The following table sets forth the cash compensation payable to Israel Rosenzweig, Chairman of our Board, and our non-management directors, for their service on the board and its committees in 2025:
Compensation of Directors
| | | Committee | | | | | Board | Audit | Compensation | Nominating | | Annual retainer | $23,000 | $5,750 | $4,600 | $3,450 | | Presence in-person at meeting | 1,450 | 1,150 | 1,150 | 1,150 | | Presence by telephone at meeting | 875 | 875 | 875 | 875 | | Chairman’s annual retainer | 282,225(1) | 14,500(2) | 14,500(2) | 4,600(2) | | Independent lead director’s annual retainer | 10,000 | — | — | — |
Compensation of Directors
| (1) Reflects the compensation paid to Israel Rosenzweig, a management director, for his service as chairman of our board. See “Executive Compensation—Chairman of the Board’s Compensation” and “Certain Relationships and Related Transactions.” |
Compensation of Directors
| (2) The committee chairman receives the annual retainers for serving on the committee and as chairman of such committee. |
Compensation of Directors
In addition, on an annual basis, non-management directors are awarded shares of restricted stock. The restricted stock has a five-year vesting period, subject to acceleration upon the occurrence of specified events, during which the holder is entitled to vote and receive distributions, if any, on such shares. In 2025 and 2026, each non-management director was issued 4,250 shares of restricted stock. Non-management directors who reside outside of the local area in which our executive office is located are reimbursed for travel expenses incurred in attending Board and committee meetings. The following table sets forth the cash and non-cash compensation payable to our directors for their service in such capacity in 2025, all of whom, except for Israel Rosenzweig, are non-management directors:
Compensation of Directors
| | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Carol Cicero | 31,675 | 72,335 | 104,010 | | Alan Ginsburg | 34,600 | 72,335 | 106,935 | | Louis C. Grassi | 55,100 | 72,335 | 127,435 | | Gary Hurand | 43,800 | 72,335 | 116,135 | | Israel Rosenzweig | 282,225(3) | 155,866(4) | 438,090 | | Jeffrey Rubin | 59,975 | 72,335 | 132,310 | | Jonathan H. Simon | 37,200 | 72,335 | 109,535 | | Elie Y. Weiss | 35,450 | 72,335 | 107,785 |
Compensation of Directors
| (1) See “Executive Compensation—Summary Compensation Table” and “Certain Relationships and Related Transactions” for information regarding the compensation paid to management directors. |
Compensation of Directors
| (2) Represents the aggregate grant date fair value of the awards granted in 2025 computed in accordance with Accounting Standards Codification Topic 718 – Stock Compensation, which we refer to as “ASC 718”. These amounts reflect our accounting expense and do not correspond to the actual value that will be realized by these directors. |
Compensation of Directors
| (3) Reflects the retainer paid for serving as Chairman of the Board. Excludes fees for Services of $43,840 for 2025. See “Executive Compensation—General” and “Certain Relationships and Related Transactions.” |
Compensation of Directors
| (4) Reflects the grant date fair value of 2,202 shares of restricted stock and 10,500 shares subject to restricted stock units, which we refer to as RSUs (excluding the peer group adjustment as described in “Executive Compensation – Grant of Plan Based Awards”) that vest in three-years subject to the satisfaction of performance and/or market conditions. |
Compensation of Directors
The table below shows the aggregate number of unvested stock awards held by the named directors and the value thereof as of December 31, 2025:
Compensation of Directors
| Name | Unvested Stock Awards (#) | Market Value of Unvested Stock Awards ($)(1) | | Carol Cicero | 12,450(2) | 183,015 | | Alan H. Ginsburg | 20,550(2) | 302,085 | | Louis C. Grassi | 20,550(2) | 302,085 | | Gary Hurand | 20,550(2) | 302,085 | | Israel Rosenzweig | 55,928(3) | 822,142 | | Jeffrey Rubin | 20,550(2) | 302,085 | | Jonathan H. Simon | 20,550(2) | 302,085 | | Elie Y. Weiss | 20,550(2) | 302,085 |
Compensation of Directors
| (1) The closing price on the NYSE on December 31, 2025 for a share of our common stock was $14.70. |
Compensation of Directors
| (2) In January 2026, 2027, 2028, 2029 and 2030, 4,000 shares, 4,100 shares, 4,100 shares, 4,100 and 4,250 shares are scheduled to vest, respectively, other than with respect to Ms. Cicero, who is entitled to the shares vesting in 2028 and thereafter. |
Compensation of Directors
| (3) In January 2026, June 2026, and January 2027, 2028, 2029 and 2030, the following shares of restricted stock are scheduled to vest: 2,803 shares, 12,000 shares, 2,734 shares, 2,581 shares, 2,108 shares and 2,202 shares, respectively. In each of June 2026, 2027, and 2028, 10,500 shares (excluding the peer group adjustment), underlying RSUs are scheduled to vest, subject to the 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 11 of our consolidated financial statements included in our Annual Report. |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The board is divided into three classes, each of which is elected for a staggered term of three years. Our Articles of Incorporation provide for ten directors, subject to increase or decrease as determined by the board. Our board currently consists of 11 directors. The board may, following the annual meeting, increase the size of the board and fill any resulting newly created directorships. At the annual meeting of stockholders, four Class III Directors will be elected to our board. Each nominee identified below has been recommended to our board by the nominating committee for election at the annual meeting and each nominee has been nominated by our board to stand for election at the annual meeting, to hold office until our 2029 annual meeting and until his or her successor is elected and qualified. Class I Directors and Class II Directors will continue to serve as directors until our 2027 and 2028 annual 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. It is contemplated that all the nominees will stand for election. Should any nominee become unavailable for election, all proxies (except proxies marked to the contrary) will be voted for the election of a substitute nominee recommended by the 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” and “against” for such nominee. As set forth in our 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 board for its consideration. The nominating committee will recommend to the board whether to accept the offer to resign. No later than the next regularly scheduled board meeting to be held at least ten days after the date of the election, the board 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 until the director’s earlier resignation or removal. If the resignation is accepted, the board will either leave such position vacant, reduce the size of the board or elect another individual to serve in place of the resigning director. The nominating committee and the board may consider any factors they deem relevant in deciding whether to accept a director’s resignation. The following table sets forth information concerning the directors who (i) are nominees for election at this year’s annual meeting of stockholders and (ii) whose terms are not expiring. The biographies of several directors refer to certain of our affiliates (i.e., One Liberty Properties, Inc. (“One Liberty”), Majestic Properties Management LLC (“Majestic”), Gould Investors L.P. (“Gould Investors”), and Georgetown Partners LLC (“Georgetown”)). For further information about these affiliates, see “Certain Relationships and Related Transactions.”
Nominees for Election as Directors
Nominees for Election as Directors
Nominees for Election as Directors
| Name | Class | Term to Expire at Annual Meeting in | | Carol Cicero | III | 2029 | | Fredric H. Gould | III | 2029 | | Gary Hurand | III | 2029 | | Elie Y. Weiss | III | 2029 |
Directors Whose Terms are not Expiring
Directors Whose Terms are not Expiring
Directors Whose Terms are not Expiring
| Name | Class | Term to Expire at Annual Meeting in | | Alan Ginsburg | I | 2027 | | Jeffrey A. Gould | I | 2027 | | Jonathan H. Simon | I | 2027 | | Matthew J. Gould | II | 2028 | | Louis C. Grassi | II | 2028 | | Israel Rosenzweig | II | 2028 | | Jeffrey Rubin | II | 2028 |
Directors Whose Terms are not Expiring
Nominees for Election Directors
Directors Whose Terms are not Expiring
| Name and Age | Principal Occupation for the past Five Years and other Directorships or Significant Affiliations | | Carol Cicero 66 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 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 more than 30 years of multi-family property management experience provides our board with an in-depth understanding of the day-to-day challenges in operating multi-family properties. | | Fredric H. Gould 90 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; Chairman of the Board of Georgetown from 1997 to 2012 and director from 2013 through 2021; Director of EastGroup Properties, Inc., from 1998 through 2019. Mr. Gould brings to our board his knowledge of our company and his knowledge and experience in business, finance, real estate, tax, and accounting matters gained from his more than 50 years of experience in the real estate and finance industries, as the chief executive officer of publicly traded real estate companies, as a director of four REITs, and a director and a member of the loan committee of two savings and loan associations. | | Gary Hurand 79 Years | Director since 1990; since 1987, President of Management Diversified, Inc., a real property management and development company; Director of Citizens Republic Bancorp Inc. and predecessor from 1990 through 2013. He is the father-in-law of Elie Y. Weiss. Mr. Hurand’s 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, provides our board with a knowledgeable and experienced chair of its nominating committee and member of the audit committee. | | Elie Y. Weiss 53 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 PCP Flow (f/k/a Ponsky Capital Partners), a real estate private equity sponsor at which he is chair of the investment committee; from 1997 to 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. Mr. Weiss brings to our board his real estate and entrepreneurial business experiences. |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF CAROL CICERO, FREDRIC H. GOULD, GARY HURAND AND ELIE Y. WEISS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF CAROL CICERO, FREDRIC H. GOULD, GARY HURAND AND ELIE Y. WEISS Continuing Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF CAROL CICERO, FREDRIC H. GOULD, GARY HURAND AND ELIE Y. WEISS
| Name and Age | Principal Occupation for the past Five Years and other Directorships or Significant Affiliations | | Alan H. Ginsburg 87 Years | Director since 2006; since 1987, Chief Executive Officer of The CED Companies, a private company which develops, builds and manages multi-family apartment communities and Chairman of the AHG Group of companies which is an investment holding group. He brings to our board his expertise and in-depth knowledge of the multi-family property industry garnered through more than 35 years as chief executive officer of a multi-family real estate developer/manager. | | Jeffrey A. Gould 60 years | Director since 1997, Chief Executive Officer since 2002, President since 1996 and Chief Operating Officer from 1996 to 2001; since 1999, Senior Vice President and director of One Liberty; since 1996, Senior Vice President of, and since 2013, Director/ Manager of Georgetown. He is the son of Fredric H. Gould and brother of Matthew J. Gould. He brings to our board his broad range of real estate experience, including experience with respect to real estate lending, management, acquisitions and dispositions, and his 22 years and 28 years of service as our Chief Executive Officer and President, respectively. | | Matthew J. Gould 66 years | Director since 2001 and Senior Vice President since 1993; from 1989 through 1999, President, from 1999 through 2011, Director and Senior Vice President, from 2011 through 2013, Vice Chairman, and since 2013, Chairman of the Board of Directors of One Liberty; from 1996 through 2012, President, and since 2013, Chairman of the Board/Manager of Georgetown. Since 2019, Chief Executive Officer of Rainbow MJ Advisors, which manages real estate loans and investments in the cannabis industry, since 2024, a Director of Evelo Biosciences, Inc., which is engaged in commercial activities in such industry, and since 2022, a Director of MJ Real Estate Investment Trust, a private REIT that acquires interests in, or originates loans secured by, real estate assets operated by state licensed cannabis operators. He brings to the board his more than 40 years of real estate experience as an executive in the real estate industry with expertise in evaluating, managing, financing, acquiring and selling various types of properties. | | Louis C. Grassi 70 years | Director since 2003; Since 2023, CEO and Managing Director of Grassi Advisory Group, Inc, a firm engaged in providing consulting services to businesses and individuals; From 1980 through 2023, Managing Partner of Grassi & Co. CPAs, P.C., a national firm providing tax and accounting services; 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 and has extensive management and leadership experience in the private and public company environment. His knowledge of financial and accounting matters and his experience as a director and member of the audit committee of a publicly traded financial institution provides him with the accounting and governance background and the skill needed to serve as the chairman and financial expert of our audit committee and as a member of our nominating committee. | | Israel Rosenzweig 78 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 since 1997; Senior Vice President of One Liberty 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 industry provides our board with an experienced and knowledgeable chairman. |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF CAROL CICERO, FREDRIC H. GOULD, GARY HURAND AND ELIE Y. WEISS
| Name and Age | Principal Occupation for the past Five Years and other Directorships or Significant Affiliations | | Jeffrey Rubin 58 years | Director since 2004 and independent lead director since 2023; since 2009, President and CEO of The JR Group, which provides consulting services to the electronic payment processing industry; since 2023, CEO of Excel Payments, a provider of credit card processing services to merchants throughout the United States; since 2008, Chief Executive Officer of Summit Processing Group LLC and since 2023, Partner at Finance ERC LLC, both of which provide financial products to businesses; President and Chief Executive Officer of Premier Payments, a provider of credit 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; Director of Katapult Holdings, Inc., in November 2025. Mr. Rubin’s experiences as the president and director of a public company and in business and financial matters contribute to his ability to serve as the chairman of our compensation committee and as our independent lead director. | | Jonathan H. Simon 60 Years | Director since 2006; since 1994, President and Chief Executive Officer 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 New York City. He brings to our board his more than 30 years of experience in the real estate industry. |
HIGHLIGHTS OF OUR COMPENSATION PROGRAM AND GOVERNANCE PRACTICES
| | WHAT WE DO | | ✔ | Use rigorous performance goals. None of the RSUs awarded to our executive officers in (i) 2022, that were scheduled to vest as of June 30, 2025, vested and (ii) 2023, 2024 and 2025 would have vested as of December 31, 2025, demonstrating the rigorous conditions established for our equity incentive awards. Further, we imposed more rigorous conditions with respect to the TSR Awards (as defined) granted in 2025 and scheduled to vest in 2028. See “Executive Compensation – Components of Executive Compensation – Long Term Equity and Long-Term Equity Incentive Awards.” | | ✔ | Emphasize equity awards as a meaningful portion of the performance/incentive component of compensation. The grant date fair value of long-term equity awards (i.e., the restricted stock awarded in 2026 for 2025 performance) and equity incentive awards (i.e., the RSUs awarded in 2025; the long-term equity awards and equity incentive awards are referred to collectively as the “Equity Awards”) awarded in connection with 2025 performance represents 23% of the performance/incentive-based component of compensation awarded to Jeffrey A. Gould, our Chief Executive Officer and President. | | ✔ | Equity awards as a meaningful component of annual base compensation. The grant date fair value of Equity Awards (as described immediately above) awarded in connection with 2025 performance, represents 24% of Jeffrey A. Gould’s base annual compensation (i.e., salary, cash bonus and the grant date fair value of the Equity Awards), for 2025. | | ✔ | 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 recoup compensation or cause the forfeiture of compensation as more fully described under “Governance of Our Company — 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 — see “Governance of Our Company — Stock Ownership Guidelines.” | | ✔ | 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 the appointment of an independent lead director, in 2023 we appointed Jeffrey Rubin to serve in such position. |
HIGHLIGHTS OF OUR COMPENSATION PROGRAM AND GOVERNANCE PRACTICES
| WHAT WE DON’T DO | | | ✘ | No employment agreements. None of our 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 (i.e, 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. | | ✘ | No dividends on unearned equity incentive awards. No dividends are paid on the RSUs until the underlying shares are earned. | | ✘ | No hedging. We prohibit our directors, officers, employees and others from engaging in short sales involving our shares or hedging transactions — see “Governance of Our Company — 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. | | ✘ | 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. |
EXECUTIVE COMPENSATION
| • | executive officers who devote their time to us on a part-time basis, whose basic annual compensation (base salary, bonus, if any, and perquisites, if any), is paid by the affiliate of ours that is such officer’s principal employer (e.g., Gould Investors), 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 for 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 may also be compensated by us for their provision of the Services. See “Certain Relationships and Related Transactions.”; and |
Components of Executive Compensation
| • | 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”); |
Components of Executive Compensation
| • | long-term equity in the form of restricted stock and long-term equity awards in the form of RSUs; and |
Components of Executive Compensation
| • | special benefits and perquisites (i.e., contributions to defined contribution plan, additional disability insurance, long term care insurance, and an automobile allowance (including insurance, maintenance and repairs)). |
Components of Executive Compensation
In determining 2025 compensation, the compensation committee did not have a specific allocation goal between cash and equity-based compensation. Base Salary 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 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, and (vii) subjective factors. Their annual base salaries are allocated to the entities which are parties to the shared services agreement, including us, based on the estimated time devoted by them 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 to earn an annual cash bonus. We provide this opportunity both to reward these 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. Bonuses are generally determined at the end of the year for which such bonus is awarded and are generally paid in the beginning of the following year. Annual cash bonuses for our executive officers are determined on an individual basis taking into account the Performance Criteria. These determinations are highly subjective. Part-Time Executive Officers Their bonuses are allocated in the same manner as their base salaries are allocated as described above under “— Base Salary - Part-Time Executive Officers.” Services The individuals who performed Services in 2025, all of whom are our senior officers and/or management directors, are: Fredric H. Gould, Matthew J. Gould, David Kalish, Isaac Kalish, Israel Rosenzweig, Steven Rosenzweig and Mark H. Lundy. The aggregate fee paid for the Services in 2025 was approximately $1.7 million. See “Certain Relationships and Related Transactions.” Long-Term Equity and Long-Term Equity Incentive Awards We provide the opportunity for our directors, officers, employees and others providing services on our behalf to receive one or more of long-term equity awards (i.e., restricted stock that vests after five years provided the recipient maintains a relationship with us during that period) and long-term equity incentive awards (i.e., RSUs that vest after three years if certain market and/or performance objectives are met and the recipient maintains a relationship with us during such period). These compensation programs are designed to recognize responsibilities, reward performance, motivate future performance, align the interests of our officers with those of our stockholders and retain our officers. The compensation committee makes determinations with respect to the grant of all Equity Awards except to the extent that it, in accordance with applicable law, delegates to one or more senior executives the authority to grant such awards to certain individuals (other than executive officers); in such case, the committee sets limits (and may impose such other limits as it deems appropriate) on the total number of such awards that may be granted pursuant to such delegated authority. In determining the long-term equity and long-term equity incentive compensation components, the compensation committee considers all factors it deems to be relevant, including the performance of our named executive officers. Existing stock ownership levels are not a factor in award determinations. As of December 31, 2025, all outstanding equity awards that had been granted were granted under our stockholder approved incentive plans. For purposes of this proxy statement, the RSUs granted in 2025, among other things, to incentivize future performance, are deemed to have been granted for 2025 performance. As we have in prior years, in 2025, we adopted a long-term pay-for-performance equity incentive program (the “2025 Performance Plan”) pursuant to which we issued to 16 individuals, including several of our named executive officers, RSUs exchangeable for up to an aggregate of 173,700 shares of common stock (without giving effect 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, 2028. 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 During 2025” 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. 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 (the “AFFO Award”) and 50% on total stockholder return (the “TSR Award”), in each case as calculated pursuant to the applicable award agreement. The specific goals and the other material terms and conditions of the 2025 Performance Plan are as follows:
Components of Executive Compensation
| Long–Term Equity Incentive Awards Performance Criteria | Weight | Minimum Performance Criteria | Target Performance Criteria | Maximum Performance Criteria | | AFFO Award | 50% | Compounded annual growth rate of 4% | Compounded annual growth rate of 6% | Compounded annual growth rate of 8% | | TSR Award | 50%(1) | Compounded annual growth rate of 6.25% | Compounded annual growth rate of 8% | Compounded annual growth rate of 11% or greater |
Components of Executive Compensation
| (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. |
Components of Executive Compensation
None of the RSUs awarded to our executive officers in 2022 vested as of June 30, 2025, and none of the RSUs awarded to our executive officers in 2023, 2024 and 2025, would have vested as of December 31, 2025, demonstrating the rigorous conditions established for our equity incentive awards. In addition, with respect to the TSR Awards granted in 2025 and scheduled to vest in 2028, we increased the minimum performance criteria required to be satisfied from 5.0% to 6.25% thereby making it more challenging for these awards to be earned. See Note 11 of our consolidated financial statements included in our Annual Report and “— Grant of Plan Based Awards During 2025” for a more extensive description of the metrics applicable to the 2025 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. We generally grant on an annual basis, restricted stock awards which vest after five years of service and RSUs that vest after three years subject to the satisfaction of 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 has a greater retention value than options because of the five-year cliff vesting requirement and because before vesting, dividends are paid on restricted stock as an additional element of compensation. Executive officers also realize value upon the vesting of the restricted stock, with the value potentially increasing during the five-year vesting period if our stock price 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 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. In granting Equity Awards, we place greater emphasis on the quantity of shares awarded rather than their grant date accounting value. We believe this is appropriate because the (i) grant date accounting value may never be realized as these shares vest after several years and with respect to RSUs, only vest to the extent that specified conditions are satisfied and (ii) anticipated dividends (including dividend equivalent rights), payable with respect to these awards are a more important retention feature than the unknown market value of the shares several years in the future. Generally, our grants of restricted stock are made in January of each year in recognition of services provided for the prior year and the RSUs are granted in June/July of each year. We do not have a formal policy on timing these grants in connection with the release of material non-public information and in view of, among other things, the three-year and five-year cliff vesting requirements with respect to RSUs and restricted stock awards, respectively, we do not believe such a formal policy is necessary. Executive Benefits and Perquisites We provide our executive officers and our employees with a competitive benefits and perquisites program. For 2025, the executive benefits and perquisites we provided to executive officers generally accounted for a relatively 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), 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 the other entities pursuant to the shared services agreement. Employment and Severance Agreements; Post-Employment Benefits; Change in 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. 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, as described below and under “ — Potential Payments Upon Termination or Change in Control,” the accelerated vesting of our restricted stock awards and 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 Upon the occurrence of a:
Components of Executive Compensation
| • | DDR Event (as described 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 |
Components of Executive Compensation
| • | Change in control (as described below), 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. |
Summary Compensation Table
Summary Compensation Table The following table discloses the compensation paid and accrued for services rendered in all capacities to us for our named executive officers for each of the three years ended December 31, 2025:
Summary Compensation Table
| 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 | 2025 | 1,023,798 | 325,000 | 497,555 | 66,207(7) | 1,912,560 | | | 2024 | 978,194 | 325,000 | 555,486 | 69,347 | 1,928,027 | | | 2023 | 931,109 | 300,000 | 587,616 | 64,166 | 1,882,891 | | George Zweier(8) Vice President and CFO | 2025 | 407,756 | 40,174 | 154,882 | 58,500(9) | 661,312 | | | 2024 | 385,921 | 40,174 | 312,358 | 56,565 | 795,078 | | | 2023 | 361,294 | 37,900 | 318,684 | 55,055 | 772,933 | | Mitchell Gould(10) Executive Vice President | 2025 | 217,798 | — | 118,459 | 744,512(11) | 1,080,769 | | | 2024 | 470,818 | 55,100 | 304,938 | 59,885 | 890,741 | | | 2023 | 467,224 | 55,100 | 328,274 | 120,947 | 971,545 | | David W. Kalish Senior Vice President, Finance | 2025 | 295,250 | — | 332,419 | 290,393(12) | 918,062 | | | 2024 | 282,209 | — | 377,270 | 272,955 | 932,434 | | | 2023 | 272,629 | — | 388,982 | 261,473 | 923,084 | | Isaac Kalish(8) Senior Vice President and CFO | 2025 | 159,112 | — | 339,325 | 382,145(13) | 880,582 | | | 2024 | 119,492 | — | 384,338 | 359,350 | 863,180 | | | 2023 | 122,858 | — | 375,213 | 356,360 | 854,431 | | Steven Rosenzweig Senior Vice President-Legal | 2025 | 240,901 | — | 276,249 | 441,859(14) | 959,009 |
Summary Compensation Table
| (1) The salary and bonus for each of Jeffrey A. Gould, George Zweier and Mitchell Gould was paid directly by us. David W. Kalish, Isaac Kalish and Steven Rosenzweig do not receive salary or bonus directly from us but receive an annual salary and bonus from Gould Investors and related companies; a portion of their salary and bonus is allocated to us pursuant to the shared services agreement. See “—Compensation Setting Process—Part-time Executive Officers.” The 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” for a discussion of additional compensation paid by affiliated entities to Messrs. J. Gould, D. Kalish, I. Kalish and Steven Rosenzweig. |
Summary Compensation Table
| (2) The annual base salaries in 2026 for each of Jeffrey A. Gould and George Zweier are $1,069,612 and $425,858, respectively. Mr. Zweier resigned in February 2026. |
Summary Compensation Table
| (3) The table sets forth the year in which the bonus was earned, not the year it was paid. The bonus for 2025, 2024 and 2023 reflects our performance and the performance of our named executive officers for such years and was paid in January 2026, 2025 and 2024, respectively. |
Summary Compensation Table
| (4) Represents restricted stock and RSUs granted in 2025, 2024, and 2023 at the grant date fair value of such awards calculated in accordance with Item 402 of Regulation S-K and ASC 718. Assumes that the maximum number of shares subject to RSUs will vest and does not give effect to the peer group adjustment. These amounts do not correspond to the actual values that will be realized by the named executives. Grant date fair value assumptions are consistent with those disclosed in Note 11 — Stockholders’ Equity, in the consolidated financial statements included in our Annual Report. See “— Grant of Plan Based Awards During 2025” for additional information. On January 9, 2026, we granted Jeffrey A. Gould, David W. Kalish, Isaac Kalish and Steven Rosenzweig , 13,387, 6,990, 9,000, and 6,426 shares of restricted stock, respectively, with a grant date fair value of $14.74 per share. Neither Mitchell Gould nor George Zweier were issued any restricted stock in January 2026 as the former had retired and the latter had indicated his intent to retire before the date such restricted stock would have vested. |
Summary Compensation Table
| (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 $52,500, for any person in 2025. The estimated amount payable as of December 31, 2025 to Jeffrey A. Gould, George Zweier and Mitchel Gould pursuant to this plan upon termination of their employment is $5,571,549, $2,489,902, and $2,865,965, 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. |
Summary Compensation Table
| (6) Excludes dividends and dividend equivalents paid or payable on stock and similar awards as such amounts are reflected in the grant date fair value of such awards. |
Summary Compensation Table
| (7) Includes our contribution of $52,500, paid for his benefit to our defined contribution plan and perquisites of $13,707, of which $1,686 represents an automobile allowance, $4,049 represents a premium paid for additional disability insurance, and $7,972 represents a premium paid for long-term care insurance. |
Summary Compensation Table
| (8) He resigned in February 2026 at which time Isaac Kalish succeeded him as Chief Financial Officer. |
Summary Compensation Table
| (9) Includes our contribution of $52,500, paid for his benefit to our defined contribution plan and a $6,000 automobile allowance. |
Summary Compensation Table
| (10) He retired in July 2025. |
Summary Compensation Table
| (11) Includes our contribution of $52,500, paid for his benefit to our defined contribution plan, a $5,759 automobile allowance and, in accordance with ASC 718, $686,253 representing the accelerated amortization of 43,850 restricted stock awards deemed vested as of his retirement. He forfeited his RSUs exchangeable for 35,197 shares of common stock, representing all of his RSUs. |
Summary Compensation Table
| (12) Includes $271,860 for the Services, our contribution of $11,958, paid for his benefit to the Gould Investors defined contribution plan, and perquisites of $6,575, of which $2,380, and $4,195, represent our share of the amounts incurred by Gould Investors for 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 2026, he is to be paid $272,000 for the Services. |
Summary Compensation Table
| (13) Includes $351,028 for the Services, our contribution of $19,478 paid for his benefit to the Gould Investors defined contribution plan, and perquisites of $11,639 of which $4,114, $1,888 and $5,637 represents our share of the amounts increased incurred by Gould Investors for insurance benefits, an automobile allowance and an education benefit 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 2026, he is to be paid $340,000 for the Services. |
Summary Compensation Table
| (14) Includes $398,699 for the Services, our contribution of $36,121, paid for his benefit to the Gould Investors defined contribution plan, and perquisites of $7,039, of which $2,112, and $4,927, represent our share of the amounts incurred by Gould Investors for 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 2026, he is to be paid $380,000 for the Services. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The table below discloses the grants of plan-based awards during 2025 to our named executive officers. The restricted stock awards, which are referred to in such table as “RS”, and the restricted stock units, which are referred to in the table as “RSUs”, were issued pursuant to our 2024 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 2030. 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 2028, upon the satisfaction of benchmarks related to the compounded annual growth rate from 2025 through 2028 in (i) total stockholder return (as calculated pursuant to the applicable award agreement), which awards are referred to in the table below as “TSR” and elsewhere in this proxy statement as “TSR Awards” and (ii) adjusted funds from operations (as presented in our filings with the SEC), which awards are referred to in the table below as “AFFO” and elsewhere in this proxy statement as “AFFO Awards.” Generally, we compute adjusted funds from operations, or AFFO, by adjusting funds from operations, or FFO (as FFO is calculated in accordance with the “White Paper on Funds From Operations” issued by the National Association of Real Estate Investment Trusts (“NAREIT”) and NAREIT’s related guidance), for loss on extinguishment of debt, our straight-line rent accruals, restricted stock and RSU compensation expense, fair value adjustment of mortgage debt, gain on insurance recovery, insurance recovery from casualty loss and deferred mortgage and debt costs (including, in each case as applicable, from our share from our unconsolidated joint ventures). The 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 (as calculated pursuant to the applicable award agreement)). 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 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 TSR Awards that vest at the applicable threshold, target and maximum levels. The impact of the 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.
Grants of Plan-Based Awards
| | Estimated Future Payouts under Equity Incentive Plan Awards:(#) | | | | | | | | 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 | 1/13/25 | RS | — | — | — | 15,322 | 260,780 | | | 7/11/25 | TSR | 2,625 | 5,250 | 10,500 | — | 72,450 | | | 7/11/25 | AFFO | 2,625 | 5,250 | 10,500 | — | 164,325 | | George Zweier(5) | 1/13/25 | RS | — | — | — | 9,100 | 154,882 | | Mitchell Gould(5) | 1/13/25 | RS | — | — | — | 6,960 | 118,459 | | David W. Kalish | 1/13/25 | RS | — | — | — | 9,263 | 157,656 | | | 7/11/25 | TSR | 1,938 | 3,875 | 7,750 | — | 53,475 | | | 7/11/25 | AFFO | 1,938 | 3,875 | 7,750 | — | 121,288 | | Isaac Kalish | 1/13/25 | RS | — | — | — | 10,000 | 170,200 | | | 7/11/25 | TSR | 1,938 | 3,875 | 7,750 | — | 53,475 | | | 7/11/25 | AFFO | 1,938 | 3,875 | 7,750 | — | 121,288 | | Steven Rosenzweig | 1/13/25 | RS | — | — | — | 6,294 | 107,124 | | | 7/11/25 | TSR | 1,500 | 3,000 | 6,000 | — | 41,400 | | | 7/11/25 | AFFO | 1,500 | 3,000 | 6,000 | — | 93,900 |
Grants of Plan-Based Awards
| (1) To achieve the threshold award, a compounded annual growth rate of 6.25% and 4% is required during the Performance Cycle with respect to the TSR Awards and AFFO Awards, respectively. |
Grants of Plan-Based Awards
| (2) To achieve the target award, a compounded annual growth rate of 8% and 6% is required during the Performance Cycle with respect to the TSR Awards and AFFO Awards, respectively. |
Grants of Plan-Based Awards
| (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 TSR Awards and AFFO Awards, respectively. |
Grants of Plan-Based Awards
| (4) The per share grant date fair value of the: (a) restricted stock is $17.02, and (b) TSR Awards and AFFO Awards are $6.90 and $15.65, 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 AFFO Awards gives effect to management’s assessment of the probable outcome as to whether, and the extent to which, the AFFO Awards will vest. The values for the RSUs assume that (i) the maximum number of such units vest, and (ii) do not reflect the impact of the peer group adjustment. |
Grants of Plan-Based Awards
| (5) Messrs. M. Gould and Zweier were not granted in RSUs in 2025 as they had advised that they would not be employed through the anticipated vesting date of such awards in 2028. |
Outstanding Equity Awards at Fiscal Year-End
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 $14.70 on December 31, 2025) of the outstanding equity awards at December 31, 2025 for our named executive officers:
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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) | 86,998 | 1,278,871 | 70,875 | 1,041,863 | | George Zweier(3) | 51,050 | 750,435 | 23,675 | 347,288 | | Mitchell Gould(4) | 50,810 | 746,907 | — | — | | David W. Kalish(5) | 55,270 | 812,469 | 52,314 | 769,016 | | Isaac Kalish(6) | 57,200 | 840,840 | 50,062 | 735,911 | | Steven Rosenzweig(7) | 33,066 | 486,070 | 38,813 | 570,544 |
Outstanding Equity Awards at Fiscal Year-End
| (1) 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 2026, 2027 and 2028 upon the satisfaction of market and/or performance based conditions. |
Outstanding Equity Awards at Fiscal Year-End
| (2) In January 2026, June 2026, and January 2027, 2028, 2029 and 2030, restricted stock awards with respect to 14,320, 14,800, 14,282, 14,206, 14,068 and 15,322 shares, respectively, are scheduled to vest. In each of June 2026, 2027 and 2028, subject to the satisfaction of specified conditions, a maximum of 23,625 shares subject to RSUs are scheduled to vest. |
Outstanding Equity Awards at Fiscal Year-End
| (3) In January 2026, June 2026, and January 2027, 2028, 2029 and 2030, restricted stock awards with respect to 8,250, 8,000, 8,400, 8,400, 8,900 and 9,100, respectively, are scheduled to vest. In each of 2026 and 2027, subject to the satisfaction of specified conditions, a maximum of 11,813 shares subject to RSUs are scheduled to vest. Upon his resignation in February 2026, his restricted stock vested and his RSUs were forfeited. |
Outstanding Equity Awards at Fiscal Year-End
| (4) In January 2026, June 2026, and January 2027, 2028, 2029 and 2030, restricted stock awards with respect to 8,750, 8,800 8,900, 8,900, 8,500 and 6,960 shares, respectively, are scheduled to vest. An aggregate of 35,197 shares subject to RSUs were forfeited upon his retirement. |
Outstanding Equity Awards at Fiscal Year-End
| (5) In January 2026, June 2026, and January 2027, 2028, 2029 and 2030, restricted stock awards with respect to 7,864, 13,400, 7,971, 8,153, 8,619 and 9,263 shares, respectively, are scheduled to vest. In each of June 2026, 2027 and 2028, subject to the satisfaction of specified conditions, a maximum of 17,438 shares subject to RSUs are scheduled to vest. |
Outstanding Equity Awards at Fiscal Year-End
| (6) In January 2026, June 2026, and January 2027, 2028, 2029 and 2030, restricted stock awards with respect to 8,900, 11,400, 8,900, 9,000, 9,000 and 10,000 shares, respectively, are scheduled to vest. In June 2026, 2027 and 2028, subject to the satisfaction of specified conditions, a maximum of 15,188 shares, 17,438 and 17,437 shares, respectively, subject to RSUs are scheduled to vest. |
Outstanding Equity Awards at Fiscal Year-End
| (7) In January 2026, June 2026, and January 2027, 2028, 2029 and 2030, restricted stock awards with respect to 3,628, 10,000, 3,803, 4,132, 5,209 and 6,294 shares, respectively, are scheduled to vest. In June 2026, 2027 and 2028, subject to the satisfaction of specified conditions, a maximum of 11,813 shares, 13,500 and 13,500 shares, respectively, subject to RSUs are scheduled to vest. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table discloses information with respect to the shares of restricted stock and shares underlying RSUs that vested in 2025:
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Jeffrey A. Gould | 14,320 | 243,726 | | George Zweier | 7,500 | 127,650 | | Mitchell Gould | 10,000 | 170,200 | | David W. Kalish | 7,421 | 126,305 | | Isaac Kalish | 8,900 | 151,478 | | Steven Rosenzweig | 3,590 | 61,102 |
Option Exercises and Stock Vested
| (1) As the conditions to the vesting of the RSUs granted in 2022 were, not satisfied, none of such RSUs vested. |
Option Exercises and Stock Vested
| (2) Reflects the aggregate market value of the shares that vested as of the applicable vesting date. The closing market price of a share of our common stock on the vesting date of the restricted stock awards was $17.02. |
Potential Payments Upon Termination or Change in Control
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 in control. See “ — Employment and Severance Agreements; Post Employment Benefits; Change in Control.” The following table sets forth the value (based on the closing price of our stock on December 31, 2025 of $14.70 per share) of equity awards held by our named executive officers that would have vested upon a DDR Event or a change in control as of December 31, 2025:
Potential Payments Upon Termination or Change in Control
| | Upon Death, Disability or Retirement | | Upon a Change in Control | | | Name | Restricted Stock ($) | RSUs ($)(1) | Restricted Stock ($) | RSUs ($) | | Jeffrey A. Gould | 1,278,871 | 283,078 | 1,278,871 | 257,301 | | George Zweier(2) | 750,435 | — | 750,435 | — | | Mitchell Gould | 746,907 | — | 746,907 | — | | David W. Kalish(3) | 812,469 | 208,938 | 812,469 | 189,913 | | Isaac Kalish | 840,840 | 196,679 | 840,840 | 175,213 | | Steven Rosenzweig | 486,070 | 152,564 | 486,070 | 136,004 |
Potential Payments Upon Termination or Change in Control
| (1) 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 11 of our consolidated financial statements included in the Annual Report. |
Potential Payments Upon Termination or Change in Control
| (2) Upon his resignation in February 2026, his restricted stock vested and his RSUs were forfeited. |
Potential Payments Upon Termination or Change in Control
| (3) Because David Kalish is over 65 and has satisfied the period of service requirement, upon his retirement (i) a pro rata portion of his RSUs granted in 2023, 2024 and 2025 would vest in 2026, 2027 and 2028, respectively, 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. |
Potential Payments Upon Termination or Change in Control
Our incentive plans generally provide, 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 Internal Revenue Code of 1986, as amended (the “Code”) and as a result would be subject to the excise 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.
PAY RATIO
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 2025:
PAY RATIO
| • | the annual total compensation of our CEO, as reported in the Summary Compensation Table, was $1,912,560; |
PAY RATIO
| • | the median annual total compensation of all our employees (other than our CEO) was $381,349; and |
PAY RATIO
| • | our CEO’s annual total compensation was approximately 5 times that of the median of the annual total compensation of all our employees (other than our CEO). |
PAY RATIO
In calculating this estimate, we included as our employees as of the December 31, 2025 measurement date, only those individuals to whom we are required by the Code to issue a Form W-2. We identified our median employee by calculating our employees’ total annual compensation in the same manner that the CEO’s total annual compensation is calculated for the Summary Compensation Table. Companies adopt a variety of methodologies and apply various assumptions in presenting this ratio. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio we report.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table sets forth information concerning the compensation of Jeffrey A. Gould, our principal executive officer (“PEO”), and our other named executive officers (i.e., Mitchell Gould, David W. Kalish, Ryan Baltimore (for 2024 only), Isaac Kalish (for 2024 and 2025 only), Matthew J. Gould (for 2023 only), George Zweier, and Steven Rosenzweig (for 2025 only) collectively referred to as the “NEOs”) and our financial and market performance for each indicated year:
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for NEOs ($) | Average Compensation Actually Paid to NEOs(1)(3) ($) | Value of Initial Fixed $100 Investment Based On | Net Income (millions) ($) | | | | | | | Total Stockholder Return ($) | | | 2025 | 1,912,560 | 1,667,518 | 776,679 | 579,690 | 89.19 | (11.9) | | 2024 | 1,928,027 | 1,686,779 | 981,156 | 609,920 | 102.70 | (9.8) | | 2023 | 1,882,891 | 1,319,498 | 883,300 | 563,173 | 99.93 | 3.9 |
PAY VERSUS PERFORMANCE
| (1) See Note 6 to the Summary Compensation Table for information regarding the treatment of dividends and dividend equivalents payable on stock and similar awards. |
PAY VERSUS PERFORMANCE
| (2) Represents the amount of “compensation actually paid” to Jeffrey A. Gould, as computed in accordance with SEC requirements. Such amounts do not reflect the actual amount of compensation earned by or paid to Mr. Gould. See table immediately below for a reconciliation showing how “compensation actually paid” was calculated. |
PAY VERSUS PERFORMANCE
| (3) Represents the average amount of “compensation actually paid” to the NEOs as a group as computed in accordance with SEC requirements. Such amounts do not reflect the actual average amount of compensation earned by or paid to these NEOs as a group. See “— Compensation of NEOs.” |
PAY VERSUS PERFORMANCE
In accordance with SEC requirements, the following adjustments were made to Jeffrey A. Gould’s total compensation for the applicable year to determine the “compensation actually paid”:
PAY VERSUS PERFORMANCE
| Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($) | Equity Award Adjustments ($) | Compensation Actually Paid to PEO ($) | | 2025 | 1,912,560 | (497,555) | 252,513 | 1,667,518 | | 2024 | 1,928,027 | (555,486) | 314,238 | 1,686,779 | | 2023 | 1,882,891 | (587,616) | 24,223 | 1,319,498 |
PAY VERSUS PERFORMANCE
The table below sets forth the manner in which Equity Award Adjustments in the immediately preceding table were calculated (see footnotes (1) – (6) below for the assumptions made in the valuations that differ materially from those disclosed as of the grant date of such equity awards:
PAY VERSUS PERFORMANCE
| Year | Year End Fair Value of Equity Awards ($) | 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 ($) | | 2025 | 349,396(1) | 80,535(1) | (16,348)(1) | 252,513 | | 2024 | 359,801(2) | 72,238(2) | (117,801) | 314,238 | | 2023 | 386,940(4) | (351,343)(5) | (11,374) | 24,223 |
PAY VERSUS PERFORMANCE
| (1) With respect to the 2025 AFFO Awards, assumes that none of such awards would have vested at year-end 2025. |
PAY VERSUS PERFORMANCE
| (2) With respect to the 2024 AFFO Awards, assumes that none of such awards would have vested at year-end 2024. |
PAY VERSUS PERFORMANCE
| (3) With respect to the 2023 and 2022 AFFO awards, assumes that as of year-end 2024 that none of such awards would vest. |
PAY VERSUS PERFORMANCE
| (4) With respect to the 2021 AFFO Awards which vested in 2024, assumes that as of year-end 2023 100% of such awards would vest, of which 100% actually vested in 2024. |
PAY VERSUS PERFORMANCE
| (5) With respect to the 2023 AFFO Awards, assumes that none of such awards would have vested at year-end 2023. |
PAY VERSUS PERFORMANCE
| (6) With respect to the (A) 2022 RSU-AFFO awards, assumes that as of year-end (i) 2023, none of such awards would have vested and (ii) 2022, 99.65% of such awards would have vested and (B) the 2021 RSU-AFFO awards, assumes that 100% of such awards would have vested at the 2023 and 2022 year-end. |
PAY VERSUS PERFORMANCE
Compensation of NEOs In accordance with SEC requirements, the following adjustments were made to average total compensation for the NEOs for each year to determine the “compensation actually paid” to this group:
PAY VERSUS PERFORMANCE
| Year | Average Reported Summary Compensation Table Total for NEOs ($) | Average Reported Value of Equity Awards ($) | Total Average Equity Award Adjustments ($)(1) | Average Compensation Actually Paid to NEOs ($) | | 2025 | 776,679 | (299,535) | 102,546 | 579,690 | | 2024 | 981,156 | (486,909) | 115,673 | 609,920 | | 2023 | 883,300 | (341,054) | 20,927 | 563,173 |
PAY VERSUS PERFORMANCE
| (1) Although the vesting of David Kalish’s restricted stock would accelerate upon his retirement, as he has not retired, and consistent with the disclosure elsewhere in this proxy statement (except as otherwise indicated), we have not accelerated the vesting of such awards. |
PAY VERSUS PERFORMANCE
The table below sets forth the manner in which Average Equity Award Adjustments in the immediately preceding table were calculated:
PAY VERSUS PERFORMANCE
| Year | Average Year End Fair Value of Equity Awards ($) | 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 ($) | | 2025 | 173,203 | (49,088) | (21,569) | 102,546 | | 2024 | 178,851 | 25,855 | (89,033) | 115,673 | | 2023 | 268,410 | (239,337) | (8,146) | 20,927 |
PAY VERSUS PERFORMANCE
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 total stockholder return (i.e., 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):