26/04/2021 | Press release | Distributed by Public on 27/04/2021 03:31
TABLE OF CONTENTS
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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BRT APARTMENTS CORP.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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TABLE OF CONTENTS
1.
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The election of three Class I Directors, each to serve until the 2024 Annual Meeting of Stockholders and until his successor is duly elected and qualifies;
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2.
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A proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021; and
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3.
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Any other business properly brought before the meeting.
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By order of the Board of Directors
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S. Asher Gaffney
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Secretary
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TABLE OF CONTENTS
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Page
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General
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1
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Questions and Answers About the Meeting and Voting
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1
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Governance of Our Company
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5
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General
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5
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Code of Business Conduct and Ethics
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5
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Risk Oversight
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5
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Leadership Structure
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5
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Committees of the Board
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5
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Director Qualifications
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6
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Independence of Directors
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7
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Compensation of Directors
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8
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Non-Management Director Executive Sessions
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9
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Communications with Directors
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9
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Information Regarding Beneficial Ownership of Principal Stockholders, Directors and Management
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10
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Election of Directors (Proposal 1)
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12
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Executive Compensation
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15
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Compensation Program
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15
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What We Do/What We Don't Do
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15
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General
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16
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The Role of Say-on-Pay
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16
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Objectives of our Executive Compensation Program
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16
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Compensation Setting Process
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17
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Components of Executive Compensation
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18
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Chairman of the Board's Compensation
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20
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Policy Prohibiting Hedging of our Securities
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20
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Clawbacks
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21
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Analysis
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21
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Summary Compensation Table
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23
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Grant of Plan-Based Awards
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24
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Outstanding Equity Awards at Fiscal Year-End
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25
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Option Exercises and Stock Vested
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25
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Pay Ratio
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26
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Certain Relationships and Related Transactions
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27
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Introduction
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27
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Related Party Transactions
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27
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Independent Registered Public Accounting Firm (Proposal 2)
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29
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General
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29
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Audit and Other Fees
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29
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Approval Policy for Audit and Non-Audit Services
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29
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Change in Auditors
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29
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Report of the Audit Committee
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31
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Section 16(a) Delinquent Reports
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31
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Additional Information and Notice of Internet Availability of Proxy Materials
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31
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TABLE OF CONTENTS
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the election of three directors to hold office until the 2024 annual meeting and until their respective successors are duly elected and qualify;
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ratification of the appointment of Ernst &Young LLP, or E&Y, as our independent registered public accounting firm for the year ending December 31, 2021; and
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such other matters as may properly come before the meeting.
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'FOR' the election of each of Alan H. Ginsburg, Jeffrey A. Gould and Jonathan H. Simon, each to hold office until the 2024 annual meeting and until their respective successors are duly elected and qualify; and
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'FOR' the proposal to ratify the appointment of E&Y as our independent registered public accounting firm for the year ending December 31, 2021.
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TABLE OF CONTENTS
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Vote online. You may vote www.voteproxy.com online at vote online, you must have your control number provided in the proxy card.
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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.
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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.
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Vote by attending the meeting in person.
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TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
Name
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Audit
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Compensation
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Nominating
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Alan H. Ginsburg
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✓
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Louis C. Grassi
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Chair*
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✓
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Gary Hurand
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✓
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Chair
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Jeffrey Rubin
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Chair
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Jonathan H. Simon
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✓
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Elie Weiss
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✓
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✓
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Number of Meetings
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9
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1
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3
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Audit committee financial expert.
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the candidate's ability to qualify as an independent director;
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whether the candidate has relevant business experience;
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the candidate's judgment, skill, integrity and reputation;
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TABLE OF CONTENTS
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whether the candidate has a background in accounting or finance or other skills deemed relevant by the board; and
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the size and composition of the existing board.
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a statement that the writer is a stockholder and is proposing a candidate for consideration by the committee;
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the name of and contact information for the candidate;
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a statement of the candidate's business and educational experience;
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information regarding each of the factors listed above sufficient to enable the committee to evaluate the candidate;
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a statement detailing any relationship between the candidate and any of our competitors;
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detailed information about any relationship or understanding between the proposing stockholder and the candidate; and
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a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected.
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TABLE OF CONTENTS
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Committee
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Board
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Audit
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Compensation
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Nominating
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Annual retainer(1)
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$23,000
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$5,750
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$4,600
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$3,450
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Presence in-person at meeting
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1,450
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1,150
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1,150
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1,150
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Presence by telephone at meeting
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875
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875
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875
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875
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Chairman's annual retainer(1)
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280,900(2)
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10,000
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8,000
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4,000
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(1)
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The committee chairman receives the annual retainer and the annual retainer for serving as chairman of such committee.
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(2)
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Reflects the compensation paid to Israel Rosenzweig, a management director, for his service as chairman of our board. See 'Executive Compensation-Chairman of the Board's Compensation' and 'Certain Relationships and Related Transactions.'
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Year
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Fees
Earned
or Paid
in Cash
($)(1)
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Stock
Awards
($)(2)
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All
Other
Compensation
($)
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Total
($)
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Alan H. Ginsburg
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2020
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32,850
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73,332
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-
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106,182
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Louis C. Grassi
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2020
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58,800
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73,332
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-
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132,132
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Gary Hurand
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2020
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51,075
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73,332
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124,407
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Israel Rosenzweig
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2020
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280,900(3)
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53,340
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-(4)
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334,240
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Jeffrey Rubin
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2020
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43,750
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73,332
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117,082
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Jonathan H. Simon
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2020
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35,750
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73,332
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109,082
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Elie Weiss
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2020
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47,075
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73,332
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-
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120,407
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(1)
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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)
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Represents the aggregate grant date fair value computed in accordance with Accounting Standards Codification Topic 718 - Stock Compensation, which we refer to as 'ASC Topic 718'. Generally, the aggregate grant date fair value is the amount that we expect to expense in our financial statements over the award's vesting schedule. These amounts reflect our accounting expense and do not correspond to the actual value that will be realized by these directors.
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(3)
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Reflects the retainer paid for serving as Chairman of the Board.
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(4)
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With respect to Mr. Rosenzweig, excludes fees for Services (as defined in 'Executive Compensation-General') of $60,800 for 2020. See 'Executive Compensation-General' and 'Certain Relationships and Related Transactions.'
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TABLE OF CONTENTS
Name
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Unvested Stock
Awards (#)
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Market Value
of Unvested
Stock
Awards ($)
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Alan H. Ginsburg(1)
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18,850
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286,520
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Louis C. Grassi(1)
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18,850
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286,520
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Gary Hurand(1)
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18,850
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286,520
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Israel Rosenzweig(2)(3)
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50,743(3)
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771,294(3)
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Jeffrey Rubin(1)
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18,850
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286,520
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Jonathan H. Simon(1)
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18,850
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286,520
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Elie Weiss(1)
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18,850
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286,520
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(1)
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In January 2021, 2022, March 2023 and January 2024 and 2025, 3,250 shares, 3,500 shares, 3,625 shares, 3,625 shares, 3,900 shares and 4,200 shares are scheduled to vest, respectively.
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(2)
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Mr. Rosenzweig is the Chairman of the Board of our Company. In January 2021, 2022, March 2023 and January 2024 and 2025, 4,140 shares, 3,450 shares, 3,163 shares, 3,185 shares, and 3,055 shares are scheduled to vest, respectively.
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(3)
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Includes 33,750 shares of common stock underlying restricted stock units, which we refer to as RSUs, scheduled to vest in March 2021, subject to satisfaction of market and/or performance conditions. As of March 31, 2021, RSUs with respect to 18,750 shares with a market value of $315,750 had vested and April 16, 2021, a final determination had not been made as to whether the balance of the shares subject to RSUs had vested as the results for the applicable performance period had not yet been finalized. The recipient is also entitled to dividend equivalents of $3.10 for each share that vests. Dividend equivalents represent the cumulative dividends that would have been paid on the shares that vest had they been outstanding from the grant date of the RSUs. 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, 2020 (the 'Annual Report').
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Forward the communication to the director or directors to whom it is addressed;
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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
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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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TABLE OF CONTENTS
Name of
Beneficial Owner
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Number of
Shares
Beneficially
Owned(1)
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Percent
of Class
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Alan H. Ginsburg
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50,310
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*
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Fredric H. Gould(2)
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3,409,317
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19.4
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Jeffrey A. Gould(3)
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3,481,862
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19.8
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Matthew J. Gould(4)
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3,462,247
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19.7
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Mitchell Gould(5)
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200,054
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1.1
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Louis C. Grassi
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55,693
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*
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Gary Hurand(6)
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392,895
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2.2
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David W. Kalish(7)
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530,318
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2.9
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Israel Rosenzweig(8)
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735,408
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4.2
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Steven Rosenzweig(9)
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59,561
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*
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Jeffrey Rubin(10)
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56,860
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*
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Jonathan H. Simon
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50,130
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*
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Elie Weiss(11)
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67,471
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*
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George Zweier(12)
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100,940
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*
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Gould Investors L.P(13)
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2,989,898
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17.2
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Black Rock, Inc.(14)
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978,929
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5.6
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All directors and executive officers as a group (17 persons)(15)
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6,657,490
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37.9
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*
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Less than 1%
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(1)
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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 16, 2021; provided, however, that beneficial ownership excludes an aggregate of up to 200,000 shares underlying RSUs (the 'Underlying Shares') issuable upon a determination that performance metrics with respect to same have been met because as of April 16,2021, a final determination had not been made as to whether the conditions to the issuance of such shares have been met. The percentage of beneficial ownership is based on 17,582,975 shares outstanding as the close of business on April 16, 2021.
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(2)
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Includes (i) 33,259 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), (ii) 25,260 shares owned by a partnership in which an entity wholly owned by him is the managing general partner, and (iii) 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 to which he disclaims beneficial ownership and 18,500 Underlying Shares.
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(3)
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Includes 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 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. Excludes 18,500 Underlying Shares. He is a director and senior vice president of the managing general partner of Gould Investors.
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(4)
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Includes 20,874 shares owned by a trust over which Matthew J. Gould 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, 33,259 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. Excludes 18,500 Underlying Shares. Matthew J. Gould is Chairman of the Board of the managing general partner of Gould Investors.
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(5)
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Excludes 11,000 Underlying Shares.
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(6)
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Includes 101,944 shares owned by limited liability companies in which Mr. Hurand is a member and 161,479 shares owned by a corporation in which Mr. Hurand is an officer and shareholder. Mr. Hurand shares voting and investment power with respect to the shares owned by these entities.
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(7)
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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, as trustee, has shared voting and investment power. Excludes (i) 4,870 shares owned by his spouse, as to which shares she has sole voting and investment power and as to which he disclaims beneficial ownership and (ii) 16,750 Underlying Shares.
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TABLE OF CONTENTS
(8)
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Includes 41,194 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 Mr. Rosenzweig, as trustee, has shared voting and investment power. Excludes 15,000 Underlying Shares
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(9)
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Excludes 12,500 Underlying Shares.
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(10)
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Includes 13,102 shares pledged as collateral for a line of credit. No amounts are outstanding on such credit line.
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(11)
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Excludes 271 shares owned by his spouse, as to which shares he disclaims beneficial ownership.
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(12)
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Excludes 10,000 Underlying Shares.
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(13)
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Such person's address is: 60 Cutter Mill Road, Suite 303, Great Neck, NY 11021.
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(14)
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As of December 31, 2020, based (other than with respect to percentage ownership) on information set forth in Amendment No. 2 to Schedule 13G filed with the SEC on January 29, 2021 by this reporting person whose business address is 55 East 52nd Street, New York, NY 10055. This reporting person reported that it has sole voting power with respect to 1,020,232 shares and sole dispositive power with respect to 1,031,942 shares and that it does not share voting or dispositive power with respect to the shares it beneficially owns.
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(15)
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Excludes 164,000 Underlying Shares.
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TABLE OF CONTENTS
Name and Age
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Principal Occupation for the past Five Years and
other Directorships or Significant Affiliations
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Alan H. Ginsburg
82 years
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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 30 years experience as chief executive officer of a real estate developer/manager provides our board with a long-term perspective on the real estate industry.
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Jeffrey A. Gould
55 years
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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., 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.
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Jonathan H. Simon
55 years
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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.
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TABLE OF CONTENTS
Name and Age
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Principal Occupation for the past Five Years and
other Directorships or Significant Affiliations
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Matthew J. Gould
61 years
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Director since 2001 and a Senior Vice President since 1993. Vice President of REIT Management Corp., former advisor to the Company, since 1986; 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 son of Fredric H. Gould and brother of Jeffrey A. Gould. His experience in real estate matters, including the acquisition and sale of real property, mortgage financing and real estate management, makes him a valuable member of our board in its deliberations.
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Louis C. Grassi
65 years
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Director since 2003; Managing partner of Grassi & Co. CPAs, P.C. since 1980; 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. 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 as the chairman and financial expert of our audit committee.
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Israel Rosenzweig
73 years
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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, 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 industry provides the Board with an experienced and knowledgeable chairman.
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Jeffrey Rubin
52 years
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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 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 Officer 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 valuable to our company as the chairman of our compensation committee and in his activities as a director.
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TABLE OF CONTENTS
Name and Age
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Principal Occupation for the past Five Years and
other Directorships or Significant Affiliations
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Fredric H. Gould
85 years
|
| |
Director since 1983 and Chairman of our Board from 1984 through 2013; with respect to One Liberty Properties, Inc., 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; Chairman of the Board of Georgetown Partners, Inc., managing general partner of Gould Investors, from 1997 to 2012 and director since 2013; President since 1986 of REIT Management Corp., former advisor to the Company; Director of EastGroup Properties, Inc., from 1998 through 2019. 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 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
74 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
48 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 from 2013 to 2017. Mr. Weiss is currently CEO of Five Forty Investments and a principal in a restaurant development and operating group, Paladar Restaurant Group. 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.
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✔
|
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 2020 for performance during the 12 months ended December 31, 2020) accounted for 61.9% of the performance/incentive based comportment of compensation awarded to Jeffrey A. Gould, our CEO, for 2020.
|
✔
|
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.
|
✔
|
Anti-Hedging Policy. We adopted a policy prohibiting our directors, officers, employees and others from engaging in short sales involving our shares or hedging transactions-see '-Policy Prohibiting Hedging of our Securities.'
|
✔
|
Clawback policy. We are entitled to recoup compensation or cause the forfeiture of compensation as more fully described under '-Clawbacks.'
|
✔
|
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 have committed to appoint a woman as a director to fill the next vacancy on the board.
|
✘
|
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 (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.
|
✘
|
No dividend or dividend equivalents on unearned equity incentive awards. No dividends are paid on the RSUs until the underlying shares are earned.
|
✘
|
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.
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•
|
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; and
|
•
|
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 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, Senior Vice President-Legal, respectively, are the named executive officers who fit into this category.
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•
|
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
|
•
|
using 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.
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•
|
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');
|
•
|
compensation paid to part-time executive officers in connection with their performance of the Services;
|
•
|
long-term equity in the form of restricted stock; 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)).
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•
|
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.
|
•
|
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 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.
|
| |
2020
Base
Salary ($)
|
| |
2019
Base
Salary ($)
|
| |
%
Change
|
| |
2020
Bonus
($)(2)
|
| |
2019
Bonus
($)(2)
|
| |
%
Change
|
|
Jeffrey A. Gould,
|
| |
867,169
|
| |
838,941
|
| |
3.4
|
| |
135,000
|
| |
150,000
|
| |
(10.0)
|
President and CEO
|
| | | | | | | | | | | | ||||||
Mitchell Gould
|
| |
438,096
|
| |
419,953
|
| |
4.3
|
| |
51,255
|
| |
60,300
|
| |
(15.0)
|
Executive Vice President
|
| | | | | | | | | | | | ||||||
George Zweier
|
| |
322,329
|
| |
308,704
|
| |
4.4
|
| |
45,000
|
| |
36,400
|
| |
23.6
|
Vice President and CFO
|
| | | | | | | | | | | |
(1)
|
Represents the bonus applicable to 2020 which was paid in January 2021.
|
(2)
|
Represents the bonus applicable to 2019 which was paid in January 2020.
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Upon Death or Disability
|
| |
Upon a Change of Control
|
|||||||
Name
|
| |
Restricted
Stock ($)
|
| |
RSUs
($)(2)
|
| |
Restricted
Stock ($)
|
| |
RSUs
($)(2)
|
Jeffrey A. Gould
|
| |
1,037,537
|
| |
267,420
|
| |
1,037,537
|
| |
281,200
|
George Zweier
|
| |
544,160
|
| |
144,552
|
| |
544,160
|
| |
152,000
|
Mitchell Gould
|
| |
831,060
|
| |
159,007
|
| |
831,060
|
| |
167,200
|
David W. Kalish(1)
|
| |
540,877
|
| |
241,125
|
| |
540,877
|
| |
254,600
|
Steven Rosenzweig
|
| |
259,297
|
| |
180,690
|
| |
259,297
|
| |
190,000
|
(1)
|
Because Mr. Kalish is over 65 and has satisfied the period of service requirement, only his RSUs (assuming satisfaction of the performance and market condition as of the end of the measurement period) and restricted stock would vest upon his retirement as of December 31, 2020; the market value of his restricted stock and RSUs are reflected in the applicable column.
|
(2)
|
Assumes that the target performance criteria is achieved and that there is no TSR Adjustment. See '-Components of Executive Compensation-Long-Term Equity and Long-Term Equity Incentive Awards' and '-Outstanding Equity Awards at Fiscal Year End' and note 10 of our consolidated financial statements included in the Annual Report.
|
Name and Principal Position
|
| |
Year(1)
|
| |
Salary
($)(2)(3)
|
| |
Bonus
($)(2)(4)
|
| |
Stock
Awards
($)(5)
|
| |
All Other
Compensation
($)(6)(7)
|
| |
Total
($)
|
Jeffrey A. Gould
|
| |
2020
|
| |
867,169
|
| |
135,000
|
| |
250,027(8)
|
| |
119,134(9)
|
| |
1,371,330
|
President and CEO
|
| |
2019
|
| |
838,941
|
| |
150,000
|
| |
178,381
|
| |
101,550
|
| |
1,268,872
|
| |
2018(T)
|
| |
200,888
|
| |
-
|
| |
-
|
| |
34,904
|
| |
235,792
|
|
| |
2018
|
| |
806,844
|
| |
120,000
|
| |
156,584
|
| |
125,122
|
| |
1,208,550
|
|
George Zweier
|
| |
2020
|
| |
322,329
|
| |
45,000
|
| |
130,950
|
| |
48,688(10)
|
| |
546,967
|
Vice President and CFO
|
| |
2019
|
| |
308,704
|
| |
36,400
|
| |
90,593
|
| |
47,969
|
| |
483,666
|
| |
2018(T)
|
| |
75,050
|
| |
-
|
| |
-
|
| |
11,906
|
| |
86,956
|
|
| |
2018
|
| |
292,275
|
| |
36,400
|
| |
82,880
|
| |
45,481
|
| |
457,036
|
|
Mitchell Gould
|
| |
2020
|
| |
438,096
|
| |
51,255
|
| |
174,600
|
| |
110,593
|
| |
774,514
|
Executive Vice President
|
| |
2019
|
| |
419,953
|
| |
60,300
|
| |
134,028
|
| |
114,121(11)
|
| |
728,402
|
| |
2018(T)
|
| |
102,008
|
| |
-
|
| |
-
|
| |
39,407
|
| |
141,415
|
|
| |
2018
|
| |
397,975
|
| |
60,300
|
| |
124,320
|
| |
76,083
|
| |
658,678
|
|
David W. Kalish
|
| |
2020
|
| |
255,766
|
| |
-
|
| |
129,571
|
| |
258,752(12)
|
| |
664,089
|
Senior Vice President, Finance
|
| |
2019
|
| |
227,582
|
| |
-
|
| |
86,870
|
| |
240,810
|
| |
555,262
|
| |
2018(T)
|
| |
54,352
|
| |
-
|
| |
-
|
| |
55,328
|
| |
109,680
|
|
| |
2018
|
| |
207,057
|
| |
-
|
| |
84,810
|
| |
231,742
|
| |
523,609
|
|
Steven Rosenzweig
|
| |
2020
|
| |
311,010
|
| |
-
|
| |
62,681
|
| |
308,109(13)
|
| |
681,800
|
Senior Vice President - Legal
|
| |
2019
|
| |
268,394
|
| |
-
|
| |
41,040
|
| |
280,519
|
| |
589,953
|
| |
2018(T)
|
| |
81,526
|
| |
-
|
| |
-
|
| |
61,429
|
| |
142,955
|
|
| |
2018
|
| |
254,304
|
| |
-
|
| |
35,520
|
| |
250,674
|
| |
540,498
|
(1)
|
2018(T) refers to the Transition Period.
|
(2)
|
The salary and bonus for each of Jeffrey A. Gould, George Zweier and Mitchell Gould is paid directly by us. Messrs. Kalish and 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 respective salaries and bonuses 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' for a discussion of additional compensation paid to Messrs. J. Gould, Kalish and Rosenzweig by entities owned by Fredric H. Gould, a management director and the former Chairman of our Board.
|
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(3)
|
The annual base salaries in 2021 for each of Jeffrey A. Gould, George Zweier and Mitchell Gould are $860,524, $319,775, and $434,641, respectively.
|
(4)
|
The table sets forth the year in which the bonus was earned, not the year it was paid. The bonus for 2020, 2019 and 2018 reflects our performance and the performance of our named executive officers for such years and was paid in January 2021, 2020 and 2019, respectively. There was no bonus paid for, or specifically allocated to, the Transition Period.
|
(5)
|
Reflects the grant date fair value of restricted stock awards, in each case calculated in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. Generally, the aggregate grant date fair value is the amount that we expect to expense in our financial statements over the award's vesting schedule. These amounts reflect our accounting expense and do not correspond to the actual value that will be realized by the named executives. Grant date fair values assumptions are consistent with those disclosed in note 10 to the consolidated financial statements included in our Annual Report.
|
(6)
|
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 $42,750, for any person in 2020. The estimated amount payable as of December 31, 2020 to Jeffrey A. Gould, George Zweier and Mitchell Gould pursuant to this plan upon termination of their employment is $3,460,000, $1,396,000, and $1,637,000, 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.
|
(7)
|
Excludes dividends on unvested restricted stock.
|
(8)
|
He beneficially owns approximately 3.5 million shares or approximately 19.8% of our outstanding common stock.
|
(9)
|
Includes our contribution of $42,750 paid for his benefit to our defined contribution plan and perquisites totalling $76,384, of which $11,228 represents an automobile allowance, $4,236 represents a premium paid for additional disability insurance, $6,399 represents a premium paid for long-term care insurance and $54,521 represents an education benefit.
|
(10)
|
Includes our contribution of $42,750, paid for his benefit to our defined contribution plan and a $5,938, automobile allowance.
|
(11)
|
Includes our contribution of $42,750 paid for his benefit to our defined contribution plan, an education benefit of $58,885, and an $8,958 automobile allowance.
|
(12)
|
Includes $231,524 we paid him for the Services, our contribution of $15,101 paid for his benefit to the Gould Investors defined contribution plan, and perquisites of $12,127, of which $6,735, and $5,392, 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.
|
(13)
|
Includes $268,700 we paid him for the Services, our contribution of $28,903 paid for his benefit to the Gould Investors defined contribution plan, and perquisites of $10,506, of which $1,484, and $9,022, represents our share of the amounts incurred by Gould Investors for insurance benefits and an automobile allowance, respectively. The amounts reflected as contributions to the defined contribution plan and as perquisites are allocated to us pursuant to the shared services agreement.
|
Name
|
| |
Grant Date
|
| |
All Other Stock Awards:
Number of Shares of
Stock or Units (#)
|
| |
Grant Date
Fair Value of
Stock Awards ($)
|
Jeffrey A. Gould
|
| |
1/14/20
|
| |
14,320
|
| |
250,027
|
George Zweier
|
| |
1/14/20
|
| |
7,500
|
| |
130,950
|
Mitchell Gould
|
| |
1/14/20
|
| |
10,000
|
| |
174,600
|
David W. Kalish
|
| |
1/14/20
|
| |
7,421
|
| |
129,571
|
Steven Rosenzweig
|
| |
1/14/20
|
| |
3,590
|
| |
62,681
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| |
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
|
| |
68,259(1)
|
| |
1,037,537
|
| |
41,625
|
| |
632,700
|
George Zweier
|
| |
35,800(2)
|
| |
544,160
|
| |
22,500
|
| |
342,000
|
Mitchell Gould
|
| |
54,675(3)
|
| |
831,060
|
| |
24,750
|
| |
376,200
|
David W. Kalish
|
| |
35,584(4)
|
| |
540,877
|
| |
37,687
|
| |
572,850
|
Steven Rosenzweig
|
| |
17,059(5)
|
| |
259,297
|
| |
28,125
|
| |
427,500
|
(1)
|
In January 2021, 2022, March 2023 and January 2024 and 2025, restricted stock awards with respect to 13,230, 13,110, 13,225, 14,374 and 14,320 shares, respectively, are scheduled to vest.
|
(2)
|
In January 2021, 2022, March 2023 and January 2024 and 2025, restricted stock awards with respect to 6,500, 7,500, 7,000, 7,300 and 7,500 shares, respectively, are scheduled to vest.
|
(3)
|
In January 2021, 2022, March 2023 and January 2024 and 2025, restricted stock awards with respect to 12,000, 11,375, 10,500, 10,800 and 10,000 shares, respectively, are scheduled to vest.
|
(4)
|
In January 2021, 2022, March 2023 and January 2024 and 2025, restricted stock awards with respect to 7,000, 7,000, 7,163, 7,000 and 7,421 shares, respectively, are scheduled to vest.
|
(5)
|
In January 2021, 2022, March 2023 and January 2024 and 2025, restricted stock awards with respect to 4,000, 3,162, 3,000, 3,307 and 3,590 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 (as described below)) scheduled to vest in 2021 upon satisfaction of market and/or performance based conditions. Approximately (i) 44% of the award vests upon achieving a 12% compounded annual growth rate in total stockholder return from 2016 through March 31, 2021, (ii) 44% of the award vests upon achieving a 10% compounded annual growth rate over such period in adjusted funds from operations (as defined in the applicable award agreement), and (iii) 12% of the award (the 'peer group adjustment') vests if compounded annual growth in our total stockholder return over such period is in the top 25% of our peer group. As of March 31, 2021, 250,000, or 55.6%, of the RSUs vested. Accordingly, 23,125, 12,500, 13,750, 20,937and 15,625 shares of common stock were issued to, and $71,688, $38,750, $42,625, $64,905 and $48,438 of RSU Dividend Equivalents were paid to, Messrs. J. Gould, Zweier, M. Gould, Kalish and Rosenzweig, respectively. See '- Components of Executive Compensation - Long-Term Equity and Long-Term Equity Incentive Awards' for information regarding the balance of the RSUs.
|
| |
Stock Awards
|
||||
Name
|
| |
Number of
Shares Acquired
on Vesting
(#)
|
| |
Value
Realized
on Vesting
($)
|
Jeffrey A. Gould
|
| |
14,625
|
| |
258,131
|
George Zweier
|
| |
6,500
|
| |
114,725
|
Mitchell Gould
|
| |
12,000
|
| |
211,800
|
David W. Kalish
|
| |
8,000
|
| |
141,200
|
Steven Rosenzweig
|
| |
3,500
|
| |
61,775
|
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•
|
the annual total compensation of our CEO, as reported in the Summary Compensation Table, was $1,371,330;
|
•
|
the median annual total compensation of all our employees (other than our CEO) was $395,040; and
|
•
|
our CEO's annual total compensation was 3.5 times that of the median of the annual total compensation of all our employees (other than our CEO).
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2020(2)
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Audit fees(1)
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| |
$488,500
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Audit-related fees
|
| |
-
|
Tax fees
|
| |
16,480
|
All other fees
|
| |
-
|
Total fees
|
| |
$504,980
|
(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 a registration statement filed with the SEC.
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(2)
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The fees of our prior auditor, BDO USA, LLP ('BDO'), for 2019 and the portion of 2020 in which it served as our independent auditor, are omitted. See ' - Change in Auditors.'
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reviewed and discussed our audited consolidated financial statements for the year ended December 31, 2020 (the 'Audited Financial Statements') with management and E&Y;
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•
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discussed with E&Y the matters required to be discussed by the Public Company Accounting Oversight Board (the 'PCAOB');
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•
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received from E&Y the written disclosures and the letter from E&Y regarding E&Y's independence required by the applicable requirements of the PCAOB, and discussed with such firm its independence; and
|
•
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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, 2020 for filing with the SEC.
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Louis C. Grassi (Chairman)
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Gary Hurand
|
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| |
Elie Weiss
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