Not independent
Tenure on this board
11.4 yrs
7 nominees · 3 ballot items.
Election of seven directors; Ratification of PKF O’CONNOR DAVIES, LLP as independent registered public accounting firm for fiscal year ending December 31, 2026; and an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers (say-on-pay).
Elect seven directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified.
Ratify the appointment of PKF O’CONNOR DAVIES, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K.
This proposal asks shareholders to cast a non-binding advisory vote approving the overall compensation of the Company’s named executive officers as disclosed in the Proxy Statement. Management is seeking shareholder approval as part of the SEC-mandated say-on-pay process and to obtain feedback on its compensation philosophy and implementation. The Company’s program emphasizes alignment with stockholder interests through a mix of at-risk awards and long-term equity incentives (LTIP units) that vest over multi-year periods to promote retention and performance alignment. The Board notes that annual incentive awards and long-term LTIP unit grants form a material portion of named executive officer pay, and that some awards are tied to specific transactions (for example, a special LTIP award related to Flatbush Gardens) and retention schedules. Company-specific context includes concentrated insider and related-party ownership (significant holdings of special voting stock and LTIP units by executives and affiliated trusts), substantial use of LTIP units convertible into OP units, and recent financial performance marked by net losses and a declining stock price, which may influence investor views on pay-for-performance alignment. The Board recommends a FOR vote, arguing that the structure supports recruiting and retaining key executives, aligns incentives with long-term shareholder value creation, and provides flexibility to the Compensation Committee to set performance metrics. The advisory nature of the vote means the Board and Compensation Committee will review the voting outcome and consider it in future compensation decisions but are not legally bound by it. Given the combination of high insider ownership and related-party arrangements disclosed elsewhere in the Proxy Statement, shareholders may weigh governance and conflict-of-interest considerations alongside pay structure and performance when evaluating the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.37% | 544,892 | $2M |
| 2 | BlackRock, Inc. | 2.90% | 468,004 | $1M |
| 3 | AMERICAN FINANCIAL GROUP INC | 2.30% | 372,044 | $1M |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 2.13% | 344,483 | $1M |
| 5 | Penserra Capital Management LLC | 2.01% | 324,983 | $981K |
| 6 | STATE STREET CORP | 1.99% | 321,900 | $972K |
| 7 | Amtrust Financial Services, Inc. | 1.44% | 231,949 | $700K |
| 8 | State of New Jersey Common Pension Fund D | 1.27% | 204,993 | $619K |
| 9 | BlackRock, Inc. | 1.18% | 191,047 | $577K |
| 10 | MORGAN STANLEY | 1.13% | 182,944 | $552K |
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