UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K/A



☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2019



Or



☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission
File Number 001-07172



BRT
APARTMENTS CORP.

(Exact
name of registrant as specified in its charter)



|MARYLAND                                                               |  | 13-2755856                                  
|---------------------------------------------------------------------- |  | --------------------------------------------
|(State
    or other jurisdiction of
    Incorporation or Organization) |  | (I.R.S.
    employer
    Identification No.)
|                                                                       |  |                                             
|60
    Cutter Mill Road, Great Neck, New York                          |  | 11021                                       
|(Address
    of principal executive offices)                           |  | (Zip
    Code)                              



Registrant’s
telephone number, including area code: (516) 466-3100



Securities
registered pursuant to Section 12(b) of the Act:



|Title
        of each class                 |  | Trading
        Symbol |  | Name
                                         of exchange on which registered
|------------------------------------------- |  | ---------------------- |  | -----------------------------------------------------------------------------
|Common
    Stock, par value $0.01 per share |  | BRT                    |  | New
    York Stock Exchange                                                  



Securities
registered pursuant to Section 12(g) of the Act: NONE



Indicate
by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐
No ☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
No ☒



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files). Yes ☒ No ☐



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,”
“small reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer ☐ | Accelerated
    filer ☒ | Non-accelerated
    filer ☐ | Smaller
        reporting company ☒
        Emerging
        growth company ☐
|----------------------------- | ----------------------- | --------------------------- | -----------------------------------------------------------------------------



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Indicate
by check mark whether registrant is a shell company (defined in Rule 12b-2 of the Act). Yes ☐ No ☒



As
of June 28, 2019 (the last business day of the registrant’s most recently completed second quarter), the aggregate market
value of all common equity held by non-affiliates of the registrant, computed by reference to the price at which common equity
was last sold on said date, was approximately $131.5 million.



As
of April 24, 2020, the registrant had 17,190,106 shares of common stock outstanding.



DOCUMENTS
INCORPORATED BY REFERENCE



Not
applicable.


















Explanatory
Note



This
Amendment No. 1 to Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K (the “Annual Report”)
of BRT Apartments Corp. (the “Company,” “we,” “our” or “us”) for the fiscal year ended
December 31, 2019, originally filed with the Securities and Exchange Commission (“SEC”) on May 15, 2020. In filing
the Amendment at this time, we are relying upon the orders (the “Orders”) issued by the Securities and Exchange Commission
(the “SEC”) on March 4, 2020 and March 25, 2020 pursuant to Section 36 (Release Nos. 34-88318 and 34-88465) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), extending the time in which certain reports required to be filed
pursuant to the Exchange Act are filed,  the Current Report on Form 8-K we filed on March 16, 2020 (the March 16 Current
Report, pursuant to which we reported that we may be unable to file the Annual Report on a timely basis because of the impact
of COVID-19, which, among other things, due to travel limitations and the requirements of “social distancing,” had and
would adversely impact the ability of the individuals preparing the Annual Report to complete such task on a timely basis, as
well as the Notification of Late Filing on Form 12b-25/A we  filed on April 28, 2020 (the “12b-25”). See “Explanatory
Note” in our Annual Report for information regarding the delay in filing the information called for by Part III of the
Annual Report on Form 10-K.



In
connection with the filing of this Amendment and pursuant to Rules 12b-15 and 13a-14 under the Securities Exchange Act of 1934,
as amended, we are including with this Amendment, new certifications of certain of our officers pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV also has been amended to reflect the filing of these new certifications.



This
Amendment does not amend, modify, or otherwise update any other information in the Annual Report. Accordingly, this Amendment
should be read in conjunction with the Annual Report and with our filings made with the SEC subsequent to the filing of the Annual
Report.



As
a result of a change in our fiscal year approved by our Board in January 2019, our fiscal year ended December 31, 2019. 
Accordingly, unless otherwise indicated or the context otherwise requires, references to: (i) 2020, refer to the twelve months
ending December 31, 2020, (ii) 2019, refer to the twelve months ended December 31, 2019, (iii) the “Transition Period”,
refer to the three months ended December 31, 2018, and (iv) 2018 or 2017, refer to the twelve months ended September 30, 2018
and 2017, respectively.



Item
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



General



Our
business, property and affairs are managed by or under the direction of our Board and its committees. Directors are kept informed
about our business through discussions with our Chairman, our Chief Executive Officer and our other officers, by reviewing materials
provided to them and by participating in meetings of the Board and its committees.



Directors



The
Board is divided into three classes, each of which is elected for a staggered term of three years. Our Articles of Incorporation
provides for ten directors, subject to increase or decrease as determined by the Board.



Class
I Directors Whose Term Will Expire in 2021



|Name
    and Age                                   |  | Principal
    Occupation for the past Five Years and
    other Directorships or Significant Affiliations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Alan
        H. Ginsburg
        81
        years  |  | Director since 2006; Chief Executive Officer since 1987 of The
    CED Companies, a private company which develops, builds and manages multi-family apartment communities. His more than 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.                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Jeffrey
        A. Gould
        54
        years  |  | Director since 1997, President and Chief Executive Officer since
    2002 and President and Chief Operating Officer from 1996 to 2001; Senior Vice President and director since 1999 of One Liberty
    Properties; Senior Vice President of Georgetown Partners, Inc., managing general partner of Gould Investors, L.P. since 1996.
    He is the son of Fredric H. Gould and the brother of Matthew J. Gould. Mr. Jeffrey A. Gould’s experience in a broad
    range of real estate activities, including real estate evaluation and management, real estate acquisitions and dispositions,
    mortgage lending and his 15 years as our President enables him to provide key insights on strategic, operational and financial
    matters related to our business.
|                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Jonathan
        H. Simon
        54
        years |  | Director since 2006; President and Chief Executive Officer since
    1994 of The Simon Baron Development Group (f/k/a The Simon Development Group), a private company which develops, owns and
    manages a diverse portfolio of residential, retail and commercial real estate, primarily in New York City. His background
    in the real estate industry and in particular, his experience in real estate development, affords him an understanding of
    the challenges faced in real estate development activities which is helpful in our development and acquisition activities.                                                                                                                                                                             





1







Class
II Directors Whose Term Will Expire in 2022



|Name
    and Age                                   |  | Principal
    Occupation for the past Five Years and
    other Directorships or Significant Affiliations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Matthew
        J. Gould
        60
        years  |  | 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.                                                                                    
|                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Louis
        C. Grassi
        64
        years   |  | 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.                                                                                                                                                                                                                                                                 
|                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Israel
        Rosenzweig
        72
        years |  | Chairman of the Board since 2013, Director and Vice Chairman
    of the Board from 2012 through 2013 and Senior Vice President from 1998 through 2012; Vice President of Georgetown Partners,
    Inc., since 1997; from 2000 to 2009, President of GP Partners, Inc., an affiliate of Gould Investors L.P., which provided
    advisory services in the real estate and financial services industries to an investment advisor; Senior Vice President of
    One Liberty Properties, Inc. since 1989. His experience as a lending officer at a major financial institution, his knowledge
    and experience in business, finance and accounting matters and his more than 34 years of experience in the real estate industry
    provides the Board with an experienced and knowledgeable chairman.                                                           
|                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Jeffrey Rubin
    
    51 years                    |  | Director since 2004; since 2009, President and CEO of The JR
    Group, which provides consulting services to the electronic payment processing industry; President and Chief Executive Officer
    of Premier Payments, a provider of credit 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.





2







Class
III Directors Whose Term Will Expire in 2023



|Name
    and Age                                  |  | Principal
    Occupation for the past Five Years and
    other Directorships or Significant Affiliations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Fredric
        H. Gould
        84
        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., 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
        73
        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
        47
        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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



Executive
Officers of Registrant



Set
forth below is a list of our executive officers whose terms will expire at our 2020 annual Board of Directors’ meeting. The business
history of officers who are also directors is set forth under the caption ” – Directors”.



|Name                      |  | Age |  | Office                                                  
|------------------------- |  | --- |  | --------------------------------------------------------
|Israel
    Rosenzweig (1) |  | 72  |  | Chairman
    of the Board of Directors                  
|Jeffrey
    A. Gould (2)  |  | 54  |  | President
    and Chief Executive Officer               
|Mitchell
    K. Gould (3) |  | 47  |  | Executive
    Vice President                            
|Matthew
    J. Gould (2)  |  | 60  |  | Senior
    Vice President                               
|David
    W. Kalish (4)   |  | 72  |  | Senior
    Vice President - Finance                     
|Mark
    H. Lundy         |  | 57  |  | Senior
    Vice President and Counsel                   
|Steven
    Rosenzweig (1) |  | 44  |  | Senior
    Vice President - Legal                       
|George
    E. Zweier      |  | 56  |  | Vice
    President and Chief Financial Officer          
|Isaac
    Kalish (4)      |  | 44  |  | Vice
    President and Treasurer                        
|Ryan
    Baltimore        |  | 28  |  | Senior
    Vice President-Corporate Strategy and Finance










| | (1) | Steven
Rosenzweig is the son of Israel Rosenzweig.
| | --- | --------------------------------------------------



| | (2) | Jeffrey
A. Gould and Matthew J. Gould are sons of Fredric H. Gould, the former chairman of our board of directors and currently, a director.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Mitchell
K. Gould is a cousin of Fredric H. Gould.
| | --- | --------------------------------------------------



| | (4) | Isaac
Kalish is the son of David W. Kalish.
| | --- | -------------------------------------------





3







Mitchell
K. Gould has been employed by us since 1998, and has served as a Vice President since 1999 and Executive Vice President since
2007.



David
W. Kalish, a certified public accountant, has been our Senior Vice President, Finance since 1998. Mr. Kalish was our Vice
President and Chief Financial Officer from 1990 until 1998. He has been Chief Financial Officer of One Liberty Properties, Inc.
and Georgetown Partners, Inc. since 1990. Georgetown Partners is the managing general partner of Gould Investors, a related
party.



Mark
H. Lundy has been our Counsel and/or General Counsel since 2007, Senior Vice President since 2005 and Vice President from
1993 to 2005. He served as a Vice President of One Liberty Properties from 2000 to 2006 and has been its Secretary and Senior
Vice President since June 1993 and 2006, respectively. Since 2013, Mr. Lundy has served as President and Chief Operating
Officer, and from 1990 through 2013 as a Vice President (including Senior Vice President), of Georgetown Partners, Inc. He
is licensed to practice law in New York and Washington, D.C.



Steven
Rosenzweig has been associated with us since 2013, served as a Vice President from 2015 through 2019 and as Senior Vice President
- Legal since 2019. He is licensed to practice law in New York.



George
E. Zweier, a certified public accountant, has served as our Chief Financial Officer and a Vice President since 1998.



Isaac
Kalish, a certified public accountant, has been associated with us since 2004, served as Assistant Treasurer from 2007 through
2014 and as Vice President and Treasurer since 2013 and 2014, respectively. Mr. Kalish has served as Vice President and Assistant
Treasurer of One Liberty Properties since 2013 and 2007, respectively, as Assistant Treasurer of Georgetown Partners, Inc.
from 2012 through 2013, and as its Treasurer since 2013.



Ryan
Baltimore has been employed by us since 2013 and has served as Senior Vice President - Corporate Strategy and Finance since 2019.



Code
of Business Conduct and Ethics



We
have adopted an amended and restated code of business conduct and ethics, which we refer to as the “Conduct Code”,
that applies to all of our directors, officers and employees. The Conduct Code covers a variety of topics, including conflicts
of interest, confidentiality of information, and compliance with laws and regulations. During the Transition Period and in 2019,
there were no waivers of the provisions of the Conduct Code with respect to any of the persons subject thereto. We will post any
amendments to, or waivers of, the Conduct Code on our website. See ” – Available Information” for details
as to how to obtain the Conduct Code.



Committees
of the Board



Our
Board has three standing committees: audit, compensation and nominating and corporate governance. The Board has adopted charters
for these committees which require that they be comprised of at least three independent directors and, in the case of the audit
committee, also requires that at least one member of such committee qualify as a “financial expert.” All of the members
of each committee were independent during their period of service on such committee and in the case of the audit committee, each
such member was also financially literate. The Board has also adopted corporate governance guidelines that address the make-up
and functioning of the Board and its committees. See ” – Available Information” for details as to how
to obtain the corporate governance guidelines and committee charters.



The
table below provides membership and meeting information for each of our committees for 2019:



|Name               |  | Audit  |  | Compensation |  | Nominating | 
|------------------ |  | ------ |  | ------------ |  | ---------- | 
|Alan H. Ginsburg   |  |        |  | ✓            |  |            | 
|Louis C. Grassi    |  | Chair* |  |              |  | ✓          | 
|Gary Hurand        |  | ✓      |  |              |  | Chair      | 
|Jeffrey Rubin      |  |        |  | Chair        |  |            | 
|Jonathan H. Simon  |  |        |  |              |  |            | 
|Elie Weiss         |  | ✓      |  |              |  | ✓          | 
|Number of Meetings |  | 4      |  | 1            |  | 2          | 










| | * | Audit
committee financial expert.
| | - | ---------------------------------





4







Audit
Committee



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



Compensation
Committee



This
committee reviews and makes recommendations and/or determinations with respect to the salaries, bonuses and stock awards of our
directors and full-time named executive officers.



Nominating
Committee



This
committee’s principal responsibilities include proposing to the Board a slate of nominees for election to the Board at the
annual meeting of stockholders, recommending committee assignments to the Board, making a recommendation to the Board with respect
to the independence of each director and nominee, identifying and recommending candidates to fill vacancies on the Board or committees
thereof between annual meetings of stockholders, overseeing Board and committee performance evaluations, proposing a slate of
officers to the directors for election at the annual meeting of the Board and monitoring corporate governance matters, including
overseeing our corporate governance guidelines.



Available
Information



Our
Conduct Code, corporate governance guidelines and committee charters are available at our website, www.brtapartments.com, under
the “Corporate Governance” tab and copies may be obtained by requesting same in writing from: BRT Apartments Corp.,
60 Cutter Mill Road, Suite 303, Great Neck, NY 11021, Attn: Office of the Corporate Secretary.



ITEM
11. EXECUTIVE COMPENSATION



Compensation
of Directors



The
following table sets forth the cash compensation payable during the Transition Period and in 2019 to the directors for service
on the Board and its committees, all of whom, except as indicated in footnote 4 below, are non-management directors (i.e.,those directors who are not employees or officers of ours or our affiliates):



|                                    |  |       |         | Committee |  
|----------------------------------- |  | ----- | ------- | --------- | -
|                                    |  | Board |         | Audit     |  
|Annual retainer(1)                  |  | $     | 20,000  |           | $
|Presence in-person at meeting(2)    |  |       | 1,250   |           |  
|Presence by telephone at meeting(3) |  |       | 750     |           |  
|Chairman’s annual retainer(1)       |  |       | 265,000 | (4)       |  










| | (1) | The committee
                                         chairman receives both the annual retainer and the annual retainer for serving as chairman
                                         of such committee. Effective as of January 1, 2020, the annual retainer for service on
                                         the Board and the audit, compensation and nominating committees is $23,000, $5,750, $4,600
                                         and $3,450, respectively.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (2) | Effective
                                         January 1, 2020, the fees for participating in-person at Board and committee meetings
                                         is $1,450 and $1,150, respectively.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (3) | Effective
                                         January 1, 2020, the fee for participating by telephone at Board and committee meetings
                                         is $875 per meeting.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (4) | Reflects
                                         the compensation paid to Israel Rosenzweig, a management director, for his service as
                                         Chairman of our Board. Effective January 1, 2020, such retainer was increased to $280,900.
                                         For information regarding additional compensation paid to Mr. Rosenzweig, See “Item
                                         13. Certain Relationships and Related Transactions”.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In
addition, in 2019, each non-management director was awarded 3,900 shares of restricted stock under our 2018 Incentive Plan. The
restricted stock has a five-year vesting period, subject to acceleration upon the occurrence of specified events, during which
period the owner is entitled to vote and receive distributions, if any, on such shares. 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.





5







The
following table sets forth the cash and non-cash compensation paid to our directors for their service in such capacity in 2019
and the Transition Period, all of whom, except for Israel Rosenzweig, are non-management directors:



|                  |  | Year |     |  | Fees Earned or Paid in Cash ($)(1) |         |     | Stock Awards ($)(2) |  |        | All Other Compensation ($) |  |  | Total ($) |    
|----------------- |  | ---- | --- |  | ---------------------------------- | ------- | --- | ------------------- |  | ------ | -------------------------- |  |  | --------- | ---
|Alan H. Ginsburg  |  | 2019 |     |  |                                    | 27,750  |     |                     |  | 33,130 |                            |  |  | —         |    
|                  |  | 2018 | (T) |  |                                    | 7,500   |     |                     |  | —      |                            |  |  | —         |    
|Louis C. Grassi   |  | 2019 |     |  |                                    | 48,000  |     |                     |  | 33,130 |                            |  |  | —         |    
|                  |  | 2018 | (T) |  |                                    | 12,750  |     |                     |  | —      |                            |  |  | —         |    
|Gary Hurand       |  | 2019 |     |  |                                    | 39,500  |     |                     |  | 33,130 |                            |  |  | —         |    
|                  |  | 2018 | (T) |  |                                    | 10,250  |     |                     |  | —      |                            |  |  | —         |    
|Israel Rosenzweig |  | 2019 |     |  |                                    | 265,000 | (4) |                     |  | 39,526 |                            |  |  | —         | (3)
|                  |  | 2018 | (T) |  |                                    | 62,500  |     |                     |  | —      |                            |  |  | —         | (3)
|Jeffrey Rubin     |  | 2019 |     |  |                                    | 37,500  |     |                     |  | 33,130 |                            |  |  | —         |    
|                  |  | 2018 | (T) |  |                                    | 10,250  |     |                     |  | —      |                            |  |  | —         |    
|Jonathan H. Simon |  | 2019 |     |  |                                    | 29,250  |     |                     |  | 33,130 |                            |  |  | —         |    
|                  |  | 2018 | (T) |  |                                    | 8,250   |     |                     |  | —      |                            |  |  | —         |    
|Elie Weiss        |  | 2019 |     |  |                                    | 36,000  |     |                     |  | 33,130 |                            |  |  | —         |    
|                  |  | 2018 | (T) |  |                                    | 9,750   |     |                     |  | —      |                            |  |  | —         |    










| | (1) | This
table does not reflect: (a) the compensation we paid Jeffrey A. Gould, our President, Chief Executive Officer and a director;
Fredric H. Gould, a director; and Matthew J. Gould, an executive officer and director; and (b) compensation paid to Fredric H.
Gould, Matthew J. Gould and Israel Rosenzweig by Majestic Property Management Corp., which is wholly-owned by Fredric H. Gould.
See “– Summary Compensation Table” and “Item 13.Certain Relationships and Related Transactions”
for information regarding the compensation paid these individuals.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | 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.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | With
                                         respect to Mr. Rosenzweig, excludes fees for Services (as defined) of $57,900 for 2019
                                         and $13,782 for the Transition Period. See “Item 13. Certain Relationships and
                                         Related Transactions.” The term “Services” has the meaning ascribed
                                         to such term by “Item 1. Business – Our Structure”, in our Annual
                                         Report.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Reflects
                                         the retainer paid for serving as Chairman.
| | --- | --------------------------------------------------------------------------------------------





6







The
table below shows the aggregate number of unvested stock awards held by the named directors and the value thereof as of the dates
indicated:



|                         |  |                |        |  |                 |  |        | Market Value | 
|------------------------ |  | -------------- | ------ |  | --------------- |  | ------ | ------------ | 
|                         |  |                |        |  |                 |  |        | of Unvested  | 
|                         |  | Unvested Stock |        |  | Stock           | 
|                         |  | Awards (#)     |        |  | Awards ($)      | 
|                         |  | At December 31 |        |  | At December 31, | 
|Name                     |  | 2019           |        |  | 2018            |  |        | 2019         | 
|                         |  |                |        |  |                 |  |        |              | 
|Alan H. Ginsburg (1)     |  |                | 17,900 |  |                 |  | 17,250 |              | 
|Louis C. Grassi (1)      |  |                | 17,900 |  |                 |  | 17,250 |              | 
|Gary Hurand (1)          |  |                | 17,900 |  |                 |  | 17,250 |              | 
|Israel Rosenzweig (2)(3) |  |                | 52,888 |  |                 |  | 54,903 |              | 
|Jeffrey Rubin (1)        |  |                | 17,900 |  |                 |  | 17,250 |              | 
|Jonathan H. Simon (1)    |  |                | 17,900 |  |                 |  | 17,250 |              | 
|Elie Weiss (1)           |  |                | 17,900 |  |                 |  | 17,250 |              | 










| | (1) | In
                                         January 2020, 2021, 2022, March 2023 and January 2024, 3,250 shares, 3,500 shares, 3,625
                                         shares, 3,625 shares and 3,900 shares are scheduled to vest, respectively.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | In
                                         January 2020, 2021, 2022, March 2023 and January 2024, 5,200 shares, 4,140 shares, 3,450
                                         shares, 3,163 shares and 3,185 shares are scheduled to vest, respectively.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Includes
                                         up to 33,750 shares of common stock underlying restricted stock units, which we refer
                                         to as RSUs, scheduled to vest in September 2021, subject to satisfaction of market and/or
                                         performance conditions. See “–Outstanding Equity Awards at Fiscal Year-End”and note 10 of our consolidated financial statements included in our Annual Report.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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 2019, the Transition Period, and 2018 and 2017:



|Name and Principal Position    |  | Year |      |     | Salary ($)(2)(3) |  |         | Bonus ($)(2)(4) |  |  | Stock Awards ($)(5) |  |  | All Other Compensation  ($)(6)(7) |         |     | Total ($) | 
|------------------------------ |  | ---- | ---- | --- | ---------------- |  | ------- | --------------- |  |  | ------------------- |  |  | --------------------------------- | ------- | --- | --------- | 
|Jeffrey A. Gould               |  |      | 2019 |     |                  |  | 838,941 |                 |  |  | 150,000             |  |  |                                   | 178,381 | (8) |           | 
|President and CEO              |  |      | 2018 | (T) |                  |  | 200,888 |                 |  |  | —                   |  |  |                                   | —       |     |           | 
|                               |  |      | 2018 |     |                  |  | 806,844 |                 |  |  | 120,000             |  |  |                                   | 156,584 |     |           | 
|                               |  |      | 2017 |     |                  |  | 784,375 |                 |  |  | 110,000             |  |  |                                   | 110,648 |     |           | 
|George Zweier                  |  |      | 2019 |     |                  |  | 308,704 |                 |  |  | 36,400              |  |  |                                   | 90,593  |     |           | 
|Vice President and CFO         |  |      | 2018 | (T) |                  |  | 75,050  |                 |  |  | —                   |  |  |                                   | —       |     |           | 
|                               |  |      | 2018 |     |                  |  | 292,275 |                 |  |  | 36,400              |  |  |                                   | 82,880  |     |           | 
|                               |  |      | 2017 |     |                  |  | 278,366 |                 |  |  | 35,000              |  |  |                                   | 63,300  |     |           | 
|Mitchell Gould                 |  |      | 2019 |     |                  |  | 419,953 |                 |  |  | 60,300              |  |  |                                   | 134,028 |     |           | 
|Executive Vice President       |  |      | 2018 | (T) |                  |  | 102,008 |                 |  |  |                     |  |  |                                   | —       |     |           | 
|                               |  |      | 2018 |     |                  |  | 397,975 |                 |  |  | 60,300              |  |  |                                   | 124,320 |     |           | 
|                               |  |      | 2017 |     |                  |  | 382,638 |                 |  |  | 55,000              |  |  |                                   | 96,005  |     |           | 
|David W. Kalish                |  |      | 2019 |     |                  |  | 227,582 |                 |  |  | —                   |  |  |                                   | 86,870  |     |           | 
|Senior Vice President, Finance |  |      | 2018 | (T) |                  |  | 54,352  |                 |  |  | —                   |  |  |                                   | —       |     |           | 
|                               |  |      | 2018 |     |                  |  | 207,057 |                 |  |  | —                   |  |  |                                   | 84,810  |     |           | 
|                               |  |      | 2017 |     |                  |  | 214,591 |                 |  |  | —                   |  |  |                                   | 59,080  |     |           | 
|Steven Rosenzweig              |  |      | 2019 |     |                  |  | 268,394 |                 |  |  | —                   |  |  |                                   | 41,040  |     |           | 
|Senior Vice President - Legal  |  |      | 2018 | (T) |                  |  | 81,526  |                 |  |  | —                   |  |  |                                   | —       |     |           | 
|                               |  |      | 2018 |     |                  |  | 254,304 |                 |  |  | —                   |  |  |                                   | 35,520  |     |           | 
|                               |  |      | 2017 |     |                  |  | 260,200 |                 |  |  | —                   |  |  |                                   | 26,687  |     |           | 










| | (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 L.P. and related
                                         companies; a portion of their respective salaries and bonuses are allocated to us pursuant
                                         to the shared services agreement. The amount of salary and bonus that is allocated to
                                         us is set forth under the “Salary” column in the Summary Compensation Table.
                                         See “Item 13. 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.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



7







| | (3) | The
                                         annual base salaries in 2020 for each of Jeffrey A. Gould, George Zweier and Mitchell
                                         Gould are $860,524, $319,775, and $434,624, respectively.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | The
                                         table sets forth the year in which the bonus was earned, not the year it was paid. The
                                         bonus for 2019, 2018 and 2017 reflects our performance and the performance of our named
                                         executive officers for such years and was paid in January 2020, 2019 and 2018, 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 $42,000 for any person in 2019. The estimated amount payable
                                         as of December 31, 2019 to Jeffrey A. Gould, George Zweier and Mitchell Gould pursuant
                                         to this plan upon termination of their employment is $2,714,000, $1,076,000 and $1,267,000,
                                         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) | Pursuant
                                         to Item 402(c)(2)(ix)(G) of Regulation S-K, excludes dividends on unvested restricted
                                         stock.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Mr.
                                         Gould beneficially owns approximately 3.4 million shares or 20% of our outstanding common
                                         stock.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | Includes
                                         our contribution of $42,000 paid for his benefit to our defined contribution plan and
                                         perquisites totalling $59,550, of which $12,181 represents an automobile allowance, $8,079
                                         represents a premium paid for additional disability insurance, $11,830 represents a premium
                                         paid for long-term care insurance and $27,460 represents an education benefit.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (10) | Includes
                                         our contribution of $42,000 paid for his benefit to our defined contribution plan and
                                         a $5,969 automobile allowance.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (11) | Includes
                                         our contribution of $42,000 paid for his benefit to our defined contribution plan, an
                                         education benefit of $63,264 and a $8,857 automobile allowance.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (12) | Includes
                                         $220,500 we paid him for the Services, our contribution of $12,050 paid for his benefit
                                         to the Gould Investors L.P. defined contribution plan, and perquisites of $8,260, of
                                         which $6,119 and $2,141 represents our share of the amounts incurred by Gould Investors
                                         for long-term care and disability insurance and an automobile allowance, respectively.
                                         The amounts reflected as contributions to the defined contribution plan and as perquisites
                                         are allocated to us pursuant to the shared services agreement.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (13) | Includes
                                         $240,652 we paid him for the Services, our contribution of $26,756 paid for his benefit
                                         to the Gould Investors L.P. defined contribution plan, and perquisites of $13,111, of
                                         which $1,545 and $11,566 represents our share of the amounts incurred by Gould Investors
                                         for long-term care insurance and an automobile allowance, respectively. The amounts reflected
                                         as contributions to the defined contribution plan and as perquisites are allocated to
                                         us pursuant to the shared services agreement.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Grants
of Plan-Based Awards



The
following table discloses the grant to our named executive officers of restricted stock awards which are scheduled to vest in
2024:



|Name              |  | Grant Date |  | All Other Stock Awards: Number of Shares of Stock or Units (#) |        |  | Grant Date Fair Value of Stock Awards ($) | 
|----------------- |  | ---------- |  | -------------------------------------------------------------- | ------ |  | ----------------------------------------- | 
|Jeffrey A. Gould  |  | 1/08/19    |  |                                                                | 14,374 |  |                                           | 
|George Zweier     |  | 1/08/19    |  |                                                                | 7,300  |  |                                           | 
|Mitchell Gould    |  | 1/08/19    |  |                                                                | 10,800 |  |                                           | 
|David W. Kalish   |  | 1/08/19    |  |                                                                | 7,000  |  |                                           | 
|Steven Rosenzweig |  | 1/08/19    |  |                                                                | 3,307  |  |                                           | 





8







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 $16.97 on December
31, 2019) of the outstanding equity awards at December 31, 2019 for our named executive officers:



|                  |  | Stock Awards                                                |       
|----------------- |  | ----------------------------------------------------------- | ------
|Name              |  | Number of Shares or Units of Stock that Have Not Vested (#) |       
|Jeffrey A. Gould  |  |                                                             | 68,564
|George Zweier     |  |                                                             | 34,800
|Mitchell Gould    |  |                                                             | 56,675
|David W. Kalish   |  |                                                             | 36,163
|Steven Rosenzweig |  |                                                             | 16,969










| | (1) | In
                                         January 2020, 2021, 2022, March 2023 and January 2024, restricted stock awards with respect
                                         to 14,625, 13,230, 13,110, 13,225 and 14,374 shares, respectively, are scheduled to vest.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | In
                                         January 2020, 2021, 2022, March 2023 and January 2024, restricted stock awards with respect
                                         to 6,500, 7,500, 7,000 and 7,300 shares, respectively, are scheduled to vest.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | In
                                         January 2020, 2021, 2022, March 2023 and January 2024, restricted stock awards with respect
                                         to 12,000, 12,000, 11,375, 10,500 and 10,800 shares, respectively, are scheduled to vest.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | In
                                         January 2020, 2021, 2022, March 2023 and January 2024, restricted stock awards with respect
                                         to 8,000, 7,000, 7,000, 7,163 and 7,000 shares, respectively, are scheduled to vest.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | In
                                         January 2020, 2021, 2022, March 2023 and January 2024, restricted stock awards with respect
                                         to 3,500, 4,000, 3,162, 3,000 and 3,307 shares, respectively, are scheduled to vest.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Reflects
                                         the maximum number of shares subject to RSUs (including the additional shares potentially
                                         issuable as a result of the peer group adjustment) scheduled to vest in 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 2021, (ii) 44% of the award vests upon achieving a 10% compounded annual growth
                                         rate over such period in adjusted funds from operations (as calculated pursuant to the
                                         award agreement), and (iii) 12% of the award vests if compounded annual growth in our
                                         total stockholder return over such period is in the top 25% of our peer group. We can
                                         provide no assurance that any value will be realized from these awards.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Option
Exercises and Stock Vested



The
following table discloses information with respect to the shares of restricted stock held by our named executive officers that
vested in 2019:



|                  |  | Stock Awards                             |       
|----------------- |  | ---------------------------------------- | ------
|Name              |  | Number of Shares Acquired on Vesting (#) |       
|Jeffrey A. Gould  |  |                                          | 14,625
|George Zweier     |  |                                          | 6,500 
|Mitchell Gould    |  |                                          | 10,750
|David W. Kalish   |  |                                          | 9,575 
|Steven Rosenzweig |  |                                          | 3,000 





9







ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSHIP AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The
following table sets forth information concerning our shares owned as of the close of business on April 24, 2020 by (i) each person
beneficially owning five percent or more of our outstanding shares, (ii) each director, (iii) each executive officer named in
the Summary Compensation Table, and (iv) all directors and executive officers as a group.



|Name ofBeneficial Owner                                      |  | Number of Shares Beneficially Owned(1) |           |  | Percent of Class | 
|------------------------------------------------------------ |  | -------------------------------------- | --------- |  | ---------------- | 
|Alan H. Ginsburg                                             |  |                                        | 46,130    |  |                  | 
|Fredric H. Gould(2)(3)                                       |  |                                        | 3,374,736 |  |                  | 
|Jeffrey A. Gould(2)(4)                                       |  |                                        | 3,444,417 |  |                  | 
|Matthew J. Gould(2)(5)                                       |  |                                        | 3,424,802 |  |                  | 
|Mitchell Gould                                               |  |                                        | 177,554   |  |                  | 
|Louis C. Grassi                                              |  |                                        | 51,693    |  |                  | 
|Gary Hurand(6)                                               |  |                                        | 388,895   |  |                  | 
|David W. Kalish(7)                                           |  |                                        | 501,517   |  |                  | 
|Israel Rosenzweig(8)                                         |  |                                        | 713,855   |  |                  | 
|Steven Rosenzweig                                            |  |                                        | 40,308    |  |                  | 
|Jeffrey Rubin(9)                                             |  |                                        | 52,860    |  |                  | 
|Jonathan H. Simon                                            |  |                                        | 46,130    |  |                  | 
|Elie Weiss(10)                                               |  |                                        | 63,471    |  |                  | 
|George Zweier                                                |  |                                        | 80,190    |  |                  | 
|Gould Investors L.P(11)                                      |  |                                        | 2,989,898 |  |                  | 
|Black Rock, Inc. (12)                                        |  |                                        | 978,929   |  |                  | 
|All directors and executive officers
as a group (17 persons) |  |                                        | 6,680,181 |  |                  | 










| | * | Less
than 1%
| | - | ------------



| | (1) | Shares
                                         are listed as beneficially owned by a person who directly or indirectly holds or shares
                                         the power to vote or to dispose of the shares. The percentage of beneficial ownership
                                         is based on 17,176,401 shares outstanding as the close of business on April 24, 2020.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Includes
                                         291,760 shares owned by a pension plan over which this individual shares voting and investment
                                         power.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | 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.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | 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. He
                                         is a director and senior vice president of the managing general partner of Gould Investors.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | 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.
                                         Matthew J. Gould is Chairman of the Board of the managing general partner of Gould Investors.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | 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.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | 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. Does not include 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.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Includes
                                         41,194 shares owned by the pension trust of Gould Investors L.P. 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.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





10







| | (9) | Includes
                                         13,102 shares pledged as collateral for a line of credit. No amounts are outstanding
                                         on such credit line.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (10) | Excludes
                                         271 shares owned by his spouse, as to which shares he disclaims beneficial ownership.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------



| | (11) | Such
                                         person’s address is: 60 Cutter Mill Road, Suite 303, Great Neck, NY 11021.
| | ---- | ------------------------------------------------------------------------------------------------------------------------



| | (12) | As
of December 31, 2019, based (other than with respect to percentage ownership) on information set forth in Amendment No. 1 to Schedule
13G filed with the SEC on February 5, 2020 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 963,292 shares and sole dispositive
power with respect to 978,929 shares and that it does not share voting or dispositive power with respect to the shares it beneficially
owns.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Equity
Compensation Plan Information



As
of December 31, 2019, the only equity compensation plan under which equity compensation may be awarded is our 2018 Incentive Plan,
which was approved by our stockholders in March 2018. This plan permits us to grant stock options, restricted stock, restricted
stock units (“RSUs”) and performance based awards to our employees, officers, directors, consultants and other eligible
participants. The table below provides information as of December 31, 2019 with respect to our shares of common stock that
may be issued upon exercise of outstanding options, warrants and rights. (See note 10 of our consolidated financial statements
for further information about our equity compensation plans).



|                                                           |  | Number of securities to be issued upon
    exercise (or vesting) of outstanding options, restricted stock units, warrants and rights (a) |         |     | Weighted-average exercise price of
    outstanding options, warrants and rights (b) |  |   | Number of securities remaining available-for
    future issuance under equity compensation plans—excluding securities reflected in column (a) (c) | 
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------- | ------- | --- | ----------------------------------------------------------------------------------- |  | - | ------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Equity compensation plans approved by security holders     |  |                                                                                                                                          | 450,000 | (1) |                                                                                     |  | — |                                                                                                                                                   | 
|Equity compensation plans not approved by security holders |  |                                                                                                                                          | —       |     |                                                                                     |  | — |                                                                                                                                                   | 
|Total                                                      |  |                                                                                                                                          | 450,000 |     |                                                                                     |  | — |                                                                                                                                                   | 










| | (1) | Represents
450,000 shares of common stock underlying RSUs granted pursuant to our 2016 Amended and Restated Incentive Plan (the “2016
Plan”). Such units vest in 2021 subject to the satisfaction of time, market and performance based vesting conditions. There
is no exercise price associated with such units. No further awards may be granted under the 2016 Plan.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Represents
                                         the number of shares of common stock available for issuance pursuant to our 2018 Incentive
                                         Plan. Does not give effect to 158,299 shares.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE



Introduction



Fredric
H. Gould, a director and former Chairman of our Board, is Vice Chairman of the Board of Directors of One Liberty Properties, Inc.,
a real estate investment trust listed on the New York Stock Exchange that is engaged in the ownership of a diversified portfolio
of income-producing real properties that are net leased to tenants, generally under long-term leases. He is also a director and
the sole stockholder of the managing general partner of Gould Investors. Gould Investors, a limited partnership that owns and
operates a diversified portfolio of real estate and invests in other companies active in the real estate and finance industries,
beneficially owns approximately 19.6% of our outstanding shares of common stock. Fredric H. Gould is the father of Matthew J.
Gould and Jeffrey A. Gould.



Israel
Rosenzweig, Chairman of our Board, is a Senior Vice President of One Liberty Properties and a Senior Vice President of the managing
general partner of Gould Investors. He is the father of Steven Rosenzweig, Senior Vice President – Legal of BRT and an executive
officer of the managing general partner of Gould Investors, and Alon Rosenzweig, our employee. Jeffrey A. Gould, a director and
our President and Chief Executive Officer, is a Senior Vice President and a director of One Liberty Properties, a Senior Vice
President and director of the managing general partner of Gould Investors and, a member of a limited liability company which is
the other general partner of Gould Investors. Matthew J. Gould, a director and our Senior Vice President, is the Chairman of the
Board of Directors of One Liberty Properties, Chairman of the Board of the managing general partner of Gould Investors and serves
as director of a trust that is a member of a limited liability company which is the other general partner of Gould Investors.
He is also an executive officer of Majestic Property. David W. Kalish, Isaac Kalish and Mark H. Lundy, each of whom is an executive
officer of our company, are executive officers of One Liberty Properties and of the managing general partner of Gould Investors.
Messrs. D. Kalish and Lundy are also officers of Majestic Property. David W. Kalish is the father of Isaac Kalish.





11







Related
Party Transactions



Our
2018 and 2019 Equity Awards



For
2018 and 2019, respectively, each of the following individuals was granted shares of restricted stock with the indicated grant
date fair value: Fredric H. Gould – $123,941 and $142,169; Matthew J. Gould - $156,584 and $178,381; Mark H. Lundy –
$150, 392 and $167,101; Israel Rosenzweig – $37, 450 and $39,526; Isaac Kalish – $82,880 and $110,548; Ryan Baltimore,
$76,960 and $93,075 and Alon Rosenzweig – $94,720 and $105,485. There were no grants of restricted stock for the Transition
Period. The grant date fair value of these awards was calculated in the manner described in note 4 of the Summary Compensation
Table. These amounts reflect our accounting expense for these awards and do not correspond to the actual value, if, any that may
be realized by these individuals.



Services



For
performing Services in 2018, the Transition Period and 2019, the following executive officers or directors received, and it is
anticipated will receive for performing Services in 2020, respectively, the compensation indicated: Fredric H. Gould, $210,000,
$52,500, $210,000 and $210,000; Matthew J. Gould, $217,875, $55,125, $231,525 and $243,100; Isaac Kalish, $245,138, $62,025, $260,500
and $273,525; Israel Rosenzweig, $54,469, $13,782, $57,900 and $60,800; and Mark H. Lundy, $108,938, $27,562, $110,250 and $110,250.
For information regarding named executive officers compensated for performing Services, see “Summary Compensation Table.”



Shared
Services Agreement



We
and certain related entities, including Gould Investors, One Liberty Properties, and Majestic Property Management, occupy common
office space and share certain services and personnel in common. The allocation of these general and administrative expenses among
these entities is computed in accordance with a shared services agreement based on the estimated time devoted by executive, administrative
and clerical personnel to the affairs of each participating entity to such agreement. In 2018, the Transition Period and 2019,
the amount of general and administrative expenses allocated to us represents approximately 22.6%, 23.5% and 21.7%, respectively,
of the total expenses allocated to all entities which are parties to the shared services agreement. Specifically, in 2018, the
Transition Period and 2019, we paid $497,000, $108,000 and $572,000, respectively, for common general and administrative expenses,
including telecommunication services, computer services, bookkeeping, secretarial and other clerical services and legal and accounting
services. Other than the executive officers identified in the Summary Compensation Table, Isaac Kalish was the only executive
officer engaged by us on a part-time basis in 2018, the Transition Period and 2019 whose salary, bonus and benefits allocated
to us exceeded $120,000. The amounts allocated to us for the services he performed in 2018, the Transition Period and 2019 were
$122,706, $33,019 and $134,220, respectively.



As
a cost saving measure, we obtain certain insurance (primarily property insurance) with Gould Investors and its affiliates and
in 2018, the Transition Period and 2019, we reimbursed Gould Investors $26,000, $0 and $40,000 respectively, for our share of
insurance premiums.



Majestic
Property



Majestic
Property, which is wholly-owned by Fredric H. Gould, provides real property management services, real estate brokerage, and construction
supervision services for us and affiliated entities, as well as companies that are non-affiliated entities. In 2018, the Transition
Period and 2019, we paid Majestic Property fees of $33,000, $8,000 and $33,000, respectively, representing, in the aggregate,
less than 1.0% of the revenues of Majestic Property for each such period. Each of Fredric H. Gould, Jeffrey A. Gould, Matthew
J. Gould, David W. Kalish, Mark H. Lundy, Israel Rosenzweig, Steven Rosenzweig, and Isaac Kalish received compensation from Majestic
Property for such periods, which compensation is not included in the Summary Compensation Table. The fees paid by us to Majestic
Property and the expenses reimbursed to Gould Investors under the shared services agreement were reviewed by our audit committee.
These individuals also receive compensation from other entities wholly-owned by Fredric H. Gould and parties to the shared services
agreement, none of which provided services to us or received compensation from us in 2018, the Transition Period or 2019.



Miscellaneous



Alon
Rosenzweig received compensation of $374,477, $58,053 and $377,517 in 2018, the Transition Period and 2019 respectively (including
$179,375, $46,390 and $196,805 in base salary for 2018, the Transition Period and 2019, respectively, bonuses of $26,000 and $26,000
for 2018 and 2019, respectively, which were paid in 2019 and 2020, respectively, and $94,720 for each such period and $105,485
for 2018, the Transition Period and 2019, respectively, of restricted stock awards) and participated in the welfare and other
benefit plans made available to executives.





12







Policies
and Procedures



Our
Conduct Code recognizes that we may enter into transactions between us and our affiliated entities, including the sharing and
provision of services among us and our affiliated entities; it provides that we may enter into a contract or transaction with
an affiliated entity provided that any such transaction is approved or ratified as required by the Maryland General Corporation
Law and the NYSE’s listing standards.



Generally,
related party transactions that are proposed are submitted to the audit committee for its prior review and, if appropriate, approval.
To the extent payments are made pursuant to an agreement with a related party previously approved by the audit committee, such
as payments under the shared services agreement, such payments are reviewed by the audit committee on a quarterly basis and if
appropriate, approved. If a transaction relates to a member of our audit committee, such member does not participate in the audit
committee’s deliberations. Our related party transactions are reported to our Board on at least an annual basis.



Independence
of Directors



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



In
evaluating the independence of Messrs. Ginsburg, Grassi and Hurand, the Board was aware that (i) these individuals or members
of their families have passive investments in Gould Investors or in entities managed by affiliates of Gould Investors, (ii) the
agreement entered into in 2019 between Gould Investors and an entity owned by members of Mr. Hurand’s family with respect
to the interest that such family entity has in Gould Investors and (iii) the services provided, and to be provided, by the company
of which Mr. Grassi is chief executive officer, to Gould Investors and an entity managed by an affiliate of Gould Investors. Gould
Investors is an affiliate of ours and is primarily engaged in the ownership and operation of real estate properties held for investment.



Compensation
Committee Interlocks and Insider Participation



None
of the members of the compensation committee has ever been an officer or employee of our company or any of our subsidiaries or
has had any relationship with us that would require disclosure under Item 404 of Regulation S-K (Certain Relationships and Related
Party Transactions).



ITEM
14. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



BDO
USA LLP served as our independent registered public accounting firm during the periods indicated below. The following table presents,
except as otherwise indicated, BDO’s fees (including expenses) for the services and periods indicated:

|                   |  | 2019 |         |  | Transition Period |   |         | 2018 | 
|------------------ |  | ---- | ------- |  | ----------------- | - | ------- | ---- | 
|Audit fees(1)      |  | $    | 462,714 |  |                   | $ | 148,095 |      | 
|Audit-related fees |  |      | —       |  |                   |   | —       |      | 
|Tax fees           |  |      | 6,210   |  |                   |   | 3,780   |      | 
|All other fees     |  |      | —       |  |                   |   | —       |      | 
|Total fees         |  | $    | 468,924 |  |                   | $ | 151,875 |      | 










| | (1) | Includes
fees for the audit of our annual consolidated financial statements, the annual audit of internal controls over financial reporting,
the review of the consolidated financial statements included in our quarterly reports on Form 10-Q, the audits of the statements
of revenue and certain expenses performed in connection with multi-family property acquisitions in accordance with Rule 3-14 of
Regulation S-X, and in 2019 for services rendered in connection with registration statements filed with the SEC.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





13







Approval
Policy for Audit and Non-Audit Services



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



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



ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



|Exhibit
        No |  | Title
    of Exhibits                                                                                          
|------------------ |  | ---------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                
|31.1               |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Act”).
|                   |  |                                                                                                                
|31.2               |  | Certification of Senior Vice President—Finance pursuant to Section 302 of the Act.                             
|                   |  |                                                                                                                
|31.3               |  | Certification of Chief Financial Officer pursuant to Section 302 of the Act.                                   





14







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment
to its Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of
Great Neck, State of New York, on May 15, 2020.



|BRT APARTMENTS CORP. |                                                   
|-------------------- | --------------------------------------------------
|                     |                                                   
|By:                  | /s/ Jeffrey A. Gould                              
|                     | Jeffrey A. Gould, President and                   
|                     | Chief Executive Officer                           
|                     |                                                   
|By:                  | /s/ David W. Kalish                               
|                     | David W. Kalish, Senior Vice President - Financial
|                     |                                                   
|By:                  | /s/ George Zweier                                 
|                     | George Zweier, Vice President and                 
|                     | Chief Financial Officer                           





15