Brt Apartments Corp

This advisory (non-binding) Say-on-Pay proposal asks stockholders to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to provide stockholders with a direct signal of support for its compensation philosophy and implementation, and to satisfy the Section 14A advisory vote requirement; while non-binding, the compensation committee and Board will review and consider the vote’s outcome in future compensation decisions. The company frames its program around a mix of base salary, annual cash bonuses and meaningful equity incentives (restricted stock and RSUs) tied to rigorous multi-year performance metrics (AFFO and TSR), and emphasizes clawbacks, stock ownership guidelines and limitations on guaranteed pay and hedging as governance features. The filing highlights that many RSU awards are performance-vested and that prior RSU cycles have not vested, signaling rigorous targets; the proxy also notes that a prior 2023 say-on-pay vote received approximately 98% support, which management views as validation. Investors should note the company’s significant insider ownership (several directors and executives collectively hold a large share), the use of a shared services agreement allocating pay for part-time executives, and potential conflicts from related-party arrangements disclosed in the filing. The compensation committee is independent and the Board’s recommendation rests on alignment of pay with long-term performance, retention motives, and governance safeguards such as clawbacks and ownership guidelines. Because the vote is advisory, stockholders cannot force changes directly, but a negative vote would trigger Board and committee review and could lead to adjustments to plan design, metrics, or disclosures. Overall, the proposal is designed to obtain stockholder assent to an executive pay program that prioritizes long-term, performance-based equity and aligns managers’ incentives with stockholder returns while preserving flexibility for the Board to respond to vote results.

This management proposal seeks stockholder approval of the BRT Apartments Corp. 2026 Incentive Plan, which would authorize up to 1,000,000 shares for issuance under a range of equity awards (incentive and non-qualified options, restricted stock, RSUs, dividend equivalents, and performance-based awards). Management is seeking approval to replenish the share reserve and continue granting performance- and time-based equity to attract, retain and motivate employees, officers and directors while aligning their interests with stockholders. The plan contains governance features intended to protect stockholders, including per-participant annual limits (100,000 shares per award type, 50,000 for options), a 10,000-share annual cap for non-management directors, minimum option exercise-price requirements (no less than 100% of fair market value), default vesting schedules (two-year cliff with company practice of five-year restricted stock and three-year RSU cliffs), and an explicit no-repricing/no-cash-exchange protection without stockholder approval. The Plan also permits dividend equivalent rights in tandem with RSUs, and performance-based awards with detailed permissible performance metrics (e.g., AFFO, TSR, FFO, net income, occupancy, etc.), providing flexibility to link pay to company-specific operating and market measures. The filing discloses the existing overhang and available shares (699,327 previously issued/subject to awards and 300,673 remaining under the 2024 Plan), indicating the company’s need for additional authorization to continue its equity programs. The Compensation Committee will administer the Plan and may exercise discretion over adjustments, certifications and interpretations, which investors should monitor for potential use of discretion in performance measurement and adjustments for unusual items. The plan’s design is broadly consistent with long-term, performance-oriented pay, but investors should consider dilution risk from the 1,000,000 share reserve, the potential for discretionary adjustments by the committee, and the interaction with the company’s status as a REIT and related ownership limitations. The Board recommends approval on the basis that equity incentives are integral to retention and alignment, but stockholders should weigh governance protections, dilution, and the disclosed related-party compensation and shared services arrangements when evaluating the proposal.