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BFC FinancialBluegreen Vacations Holding Corporation

401 East Las Olas Boulevard,4960 Conference Way North, Suite 800100

Fort Lauderdale,Boca Raton, Florida 3330133431

April 28, 201618, 2022

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of BFC FinancialBluegreen Vacations Holding Corporation (the “Company”), which will be held on May 23, 201618, 2022 at 11:1:00 a.m.p.m., localEastern time, at the Bank of America Building, Community Room (Main Floor), 401 East Las Olas Boulevard, Fort Lauderdale,Company’s principal executive offices located at 4960 Conference Way North, Suite 100, Boca Raton, Florida 33301.33431.



Please read these materials so that you will know what we plan to do at the Annual Meeting. Also, please sign and return the accompanying proxy card in the postage-paid envelope or otherwise transmit your voting instructions as described on the accompanying proxy card. This way, your shares will be voted as you direct even if you cannot attend the Annual Meeting.

On behalf of your Board of Directors, and our employees, I would like to express our appreciation for your continued support.

Alan B. Levan

Chairman, Chief Executive Officer and President 

BFC FinancialBluegreen Vacations Holding Corporation

401 East Las Olas Boulevard,4960 Conference Way North, Suite 800100

Fort Lauderdale,Boca Raton, Florida 3330133431

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 23, 201618, 2022

Notice is hereby given that the Annual Meeting of Shareholders of BFC FinancialBluegreen Vacations Holding Corporation (the “Company”) will be held at the Bank of America Building, Community Room (Main Floor), 401 East Las Olas Boulevard, Fort Lauderdale,Company’s principal executive offices located at 4960 Conference Way North, Suite 100, Boca Raton, Florida 33301,33431, on May 23, 2016,18, 2022, commencing at 11:1:00 a.m.p.m., localEastern time, for the following purposes:





The matters listed above are more fully described in the Proxy Statement that forms a part of this Notice of Meeting. 



Only record holders of the Company’s Class A Common Stock or Class B Common Stock at the close of business on April 8, 20162022 are entitled to notice of, and to vote at, the Annual Meeting.



Fort Lauderdale,Sincerely yours,

Alan B. Levan

Chairman, Chief Executive Officer and President

Boca Raton, Florida

April 28, 201618, 2022

IMPORTANT:THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. THEREFORE, EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED OR OTHERWISE TRANSMIT YOUR VOTING INSTRUCTIONS AS DESCRIBED ON THE ENCLOSED PROXY CARD.CARD. THIS WAY, YOUR SHARES WILL BE VOTED AS YOU DIRECT EVEN IF YOU CANNOT ATTEND THE ANNUAL MEETING. NO POSTAGE IS REQUIRED FOR THE PROXY CARD IF MAILED IN THE UNITED STATES.STATES USING THE ENCLOSED ENVELOPE.

Bluegreen Vacations Holding Corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431

BFC Financial Corporation

401 East Las Olas Boulevard, Suite 800

Fort Lauderdale, Florida 33301

PROXY STATEMENT



The Board of Directors of BFC FinancialBluegreen Vacations Holding Corporation (the “Company”) is soliciting proxies to be used at the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held at the Bank of America Building, Community Room (Main Floor), 401 East Las Olas Boulevard, Fort Lauderdale,Company’s principal executive offices located at 4960 Conference Way North, Suite 100, Boca Raton, Florida 33301,33431, on May 23, 201618, 2022 at 11:1:00 a.m.p.m., localEastern time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the accompanying Notice of Meeting.



This Proxy Statement and the accompanying Notice of Meeting and proxy card are first being mailed to shareholders on or about April 28, 2016.18, 2022.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS

AND THE ANNUAL MEETING



What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will be asked to consider and vote upon the election of ninethirteen directors to the Company’s Board of Directors. In addition, shareholdersDirectors, each for a term expiring at the Company’s 2023 Annual Meeting of Shareholders. Shareholders will also be asked to vote, on a non-binding advisory basis, on the compensation of the Company’s Named Executive Officers (as hereinafter defined), as discloseddefined in the section of this Proxy Statement entitled “Executive Compensation.”Statement).  Additionally, although the Board of Directors is not aware of any other matters to be presented at the Annual Meeting, if any other matters are properly brought before the Annual Meeting, shareholders will be asked to consider and vote upon such matters. Also, management will be available to report on the Company’s business and performance during the year ended December 31, 2015 and respond to appropriate questions from shareholders.

Who is entitled to vote at the meeting?

Record holders of the Company’s Class A Common Stock and record holders of the Company’s Class B Common Stock as of the close of business on April 8, 20162022 (the “Record Date”) may vote at the Annual Meeting.  As of the close of business on the Record Date, 74,670,51917,635,766 shares of the Company’s Class A Common Stock and 13,718,9283,664,311 shares of the Company’s Class B Common Stock were outstanding and, thus, will be eligible to vote at the Annual Meeting.

What are the voting rights of the holders of Class A Common Stock and Class B Common Stock?

Holders of the Company’s Class A Common Stock and holders of Class B Common Stock will vote as one class on each of the election of directors and with respect to the non-binding advisory vote on Named Executive Officer compensation.  Additionally, in most cases, holdersHolders of Class A Common Stock and holders of Class B Common Stock will vote as one class on any other matters properly brought before the Annual Meeting. Holders ofCompany’s Class A Common Stock are entitled to one vote per share on each matter, with all holders of the Company’s Class A Common Stock having in the aggregate 22% of the general voting power. The number of votes represented by each share of the Company’s Class B Common Stock, which represents in the aggregate 78% of the general voting power, is calculated each year in accordance with the Company’s Amended and Restated Articles of Incorporation. At this year’s Annual Meeting, each outstanding share of the Company’s Class B Common Stock will be entitled to 19.3017 votes on each matter.



What constitutes a quorum?

The presence at the Annual Meeting, in person or by proxy, of the holders of shares representing a majority of the aggregate voting power (as described above) of the Company’s Class A Common Stock and Class B Common Stock outstanding as of the close of business on the Record Date will constitute a quorum.



What is the difference between a shareholder of record and a “street name” holder?

If your shares are registered directly in your name with American Stock Transfer & Trust Company, LLC, the Company’s stock transfer agent (“AST”), you are considered the shareholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of the shares but not the shareholder of record, and your shares are held in “street name.”



How do I vote my shares?

Record shareholders. If you are a shareholder of record, you can give a proxy to be voted at the Annual Meeting by mailing the enclosed proxy card. If you return your proxy card or by transmittingmail, please ensure you leave enough time for your voting instructionsproxy card to be mailed and received. Shareholders of record may also vote by telephone or internetthe Internet as described on the enclosed proxy card. YouIn addition, shareholders of record may alsoattend and vote yourtheir shares in person at the Annual Meeting by completing a ballot atMeeting. Even if you plan to attend the Annual Meeting, you are encouraged to vote in advance by telephone or the Internet, or by signing, dating and returning the enclosed proxy card, so that your vote will be counted if you later decide not to, or are otherwise unable to, attend the Annual Meeting.

“Street name” holders. If you hold your shares in “street name,” you mustwill receive instructions from your broker, bank or other nominee as to how to vote your shares inor submit instructions to vote your shares. You should instruct your broker, bank or other nominee how to vote your shares by following the manner prescribeddirections provided by your broker, bank or other nominee. YourIf you return your voting instruction form by mail, please ensure you leave enough time for your voting instruction form to be received by the deadline provided by your broker, bank or other nominee has enclosed or provided a voting card for you to use in providing your voting instructions.

Can I vote my shares in person at the Annual Meeting?

nominee. If you are a shareholder of record, you may vote your shares in person at the Annual Meeting by completing a ballot at the Annual Meeting. However, if you are a “street name” holder, you may vote your shares in person at the Annual Meeting only if you obtain a signed proxy from your broker, bank or other nominee giving you the right to vote the shares.

Shareholders who wish to attend the Annual Meeting may contact the Company’s Investor Relations department at (954) 940-4994 for directions. Even if you currently plan to attend the Annual Meeting, the Company recommends that you also submit your vote by proxy or by providing your voting instructions to your broker, bank or other nominee as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

What are my choices when voting?

With respect to the election of directors, you may vote for all of the director nominees, or your vote may be withheld with respect to one or more of the director nominees. The proposal related to the election of directors is described in this Proxy Statement beginning on page 8.

9.

In addition, you may vote for or against, or abstain from voting on, the compensation of the Company’s Named Executive Officers. The proposal relating to the compensation of the Company’s Named Executive Officers is described in this Proxy Statement on page 37.20.

What are the Board’s voting recommendations?

The Board of Directors recommends that you vote your sharesFOR ALL of the director nominees andFOR the approval of the compensation of the Company’s Named Executive Officers.

What if I do not specify on my proxy card how I want my shares voted?

If you execute and mail in your proxy card but do not specify on your proxy card how you want to vote your shares, your shares will be votedFOR ALL of the director nominees andFOR the approval of the compensation of the Company’s Named Executive Officers. Although the Board of Directors is not aware of any other matters to be presented at the Annual Meeting, if any other matters are properly brought before the Annual Meeting, the individuals named in the enclosed proxy card (or their substitutes if they are unavailable) will vote the proxies in accordance with their judgment on those matters.

Can I change my vote?vote or revoke my proxy?

Yes. You can change your vote or revoke your proxy at any time before your proxy is voted at the Annual Meeting. If you are the record owner of your shares, you can do this in one of three ways. First, you can sendrevoke your proxy by sending a signed written notice to the Company’s Secretary stating that you would like to revoke your proxy. Second, youRecord holders can submitchange their vote by submitting a new valid

proxy bearing a later date, or transmittransmitting new voting instructions by telephone or internet. Third, you can attendthe Internet, or by attending and voting their shares at the Annual Meeting and vote in person.Meeting. However, attendance at the Annual Meeting will not, in and of itself, constitute revocation of a previously executed proxy.



If you are not the record owner of your shares and your shares are held in “street name,” you must contact your broker, bank or other nominee to find out how to change your vote.



What vote is required for a proposal to be approved?

With respect toThe Company’s directors are elected by plurality vote, meaning that the thirteen director nominees receiving the greatest number of votes for his election of directors, the affirmative vote of a plurality of the votes cast at the Annual Meeting by the holders of the Class A Common Stock and Class B Common Stock as one class is required for a director nominee towill be elected. A properly executed proxy marked to withhold a vote with respect to the election of one or more director nominees will not be voted with respect to the nominee or nominees indicated, although it will be counted for purposes of determining whether or not a quorum exists.

The compensation of the Company’s Named Executive Officers will be approved, on a non-binding advisory basis, if the votes cast for the proposal exceed the votes cast against the proposal.

Abstentions will not have any impact on this proposal, although they will be counted for purposes of determining whether or not a quorum exists.  Provided a quorum exists, failures to vote will also not have any impact on this proposal.  The vote on this proposalthe compensation of the Company’s Named Executive Officers is advisory only and will not be binding upon the Company, the Board of Directors or the Compensation Committee. However, the Board and Compensation Committee appreciate the opinions that the Company’s shareholders express in their votes and will consider the outcome of the vote in connection with future executive compensation arrangements.

Abstentions will be counted for purposes of determining whether or not a quorum exists but will not have any impact on the proposal related to the compensation of the Company’s Named Executive Officers. Provided a quorum exists, failures to vote will also not have any impact on such proposal.

If my shares are held in street name, will my broker, bank or other nominee vote my shares for me?



No. If you hold your shares in street name,“street name” through a broker, bank or other nominee, whether your broker, bank or other nominee may only vote your shares in its discretion depends on the proposals before the Annual Meeting. The Company’s Class A Common Stock is listed for trading on the New York Stock Exchange (the “NYSE”). Under the rules of the NYSE, if you do not provide your broker, bank or other nominee with voting instructions with respect to your shares, your broker, bank or other nominee may vote your shares in its discretion only on “routine matters.” Neither the proposal relating to the election of directors nor the proposal relatingrelated to the compensation of the Company’s Named Executive Officers is considereddeemed to be a “routine matter” under applicablethe rules and regulations.of the NYSE. Accordingly, your broker, bank or other nominee will not have discretion to vote your shares at the Annual Meeting if you do not provide voting instructions.



What are broker non-votes?



When a broker, bank or other nominee has discretion to vote on one or more proposals at a meeting, (“routine matters”)or a “routine matter,” but does not have discretion to vote on other matters at the meeting, (“non-routine matters”),or “non-routine matters,” the broker, bank or other nominee will inform the inspector of election that it does not have the authority to vote on the “non-routine matters” with respect to shares held for beneficial owners which did not provide voting instructions with respect to the “non-routine matters.”  This is generally referred to as a “broker non-vote.”

Because brokers, banks and other nominees will not have discretion to vote on any items of business at the Annual Meeting if they have not received voting instructions from their clients, there will not be broker non-votes on any matter presented at the Annual Meeting.



Are there any other matters to be acted upon at the Annual Meeting?



The Company does not know of any other matters to be presented or acted upon at the Annual Meeting. If any other matter is presented at the Annual Meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgment of the person or persons voting those shares.

CORPORATE GOVERNANCE



Pursuant to the Company’s Bylaws and Florida law, the Company’s business and affairs are managed under the direction of the Company’s Board of Directors.  Directors are kept informed of the Company’s business through discussions with management, including the Company’s Chief Executive Officer and other senior officers, by reviewing materials provided to them, and by participating in meetings of the Board of Directors and its committees.



Composition of the Board of Directors

The Company’s Board of Directors currently consists of thirteen directors, who are Alan B. Levan, Chairman, John E. Abdo, Vice Chairman, Jarett S. Levan, James R. Allmand, III, Norman H. Becker, Lawrence A. Cirillo, Darwin Dornbush, Joel Levy, Mark A. Nerenhausen, William Nicholson, Arnold Sevell, Orlando Sharpe and Seth M. Wise. 

Directors Becker, Allmand, Nerenhausen, Sevell, Sharpe and Wise were appointed to the Board on May 5, 2021 in connection with the statutory short-form merger effected at that time pursuant to which the Company acquired all of the approximately 7% of the then-outstanding shares of common stock of Bluegreen Vacations Corporation (“Bluegreen”) not previously owned by the Company (the “Bluegreen Merger”).  As a result of the Bluegreen Merger, Bluegreen became a wholly owned subsidiary of the Company. Prior to the Bluegreen Merger, the Company owned approximately 93% of Bluegreen’s outstanding common stock.

Determination of Director Independence



The Company’s Board of Directors has determined that James R. Allmand, III, Norman H. Becker, Lawrence A. Cirillo, Darwin Dornbush, Oscar Holzmann, Alan J. Levy, Joel Levy, Mark A. Nerenhausen, William Nicholson, Arnold Sevell and Neil Sterling,Orlando Sharpe, who together comprise a majority of the Board, are independent. For purposesindependent under applicable rules and regulations of making its independence determinations, the Board of Directors used the definition of “independence” set forth inSecurities and Exchange Commission (the “SEC”) and the listing standards of the New York Stock Exchange (the “NYSE”).NYSE.  The Board made such independence determinations based on a review of transactions and relationships between each director or any member of his or her immediate family, on the one hand, and the Company and its subsidiaries and affiliates, on the other hand, as well as transactions and relationships between each director or his affiliates, on the one hand, and members of the Company’s senior management or their affiliates, includingon the transactions and relationships described below.other hand. To assist the Board in making its independence determinations, the Board adopted the following categorical standards of relationships that, in the Board’s opinion, do not constitute material relationships that impair a director’s independence: (i) serving on third party boards of directors with other members of the Board; (ii) payments or charitable gifts by the Company to entities with which a director is an executive officer or employee where such payments do not exceed the greater of $1 million annually or 2% of such entity’s consolidated gross revenues;revenues for the applicable year; and (iii) investments by directors in common with each other or the Company. Additionally, with respect to Mr. Holzmann,Accordingly, service on the Board of Directors considered that his daughter was an employee of KPMG LLP from February 2010 until October 2012 and rejoined KPMG LLP in May 2014. During October 2013, Renin Holdings LLC, a joint venture entity owned 19% by the Company and 81% by BBX Capital, CorporationInc. (“BBX Capital”), through acquisition subsidiaries, acquired substantially allthe former wholly owned subsidiary of the assetsCompany that was spun-off on September 30, 2020, does not, in and of Renin Corp.itself, constitute a material relationship that would impair director independence. Independent director Becker serves on BBX Capital’s Board of Directors.  The Board also determined that the provision of certain real estate-related services to BBX Capital subsequently engaged KPMG LLP to audit the historical financial statements of Renin Corp. and its consolidated subsidiaries. The Company holds an approximately 81% equity interest and 90% voting interest in BBX Capital.2021 by entities affiliated with independent director Sharpe did not constitute a material relationship that impaired his independence.



Committees of the Board of Directors and Meeting Attendance



The Board of Directors has established Audit, Compensation and Nominating/Corporate Governance Committees. The Board has adopted a written charter for each of these three committees and Corporate Governance Guidelines that address the make-up and functioning of the Board.  The Board has also adopted a Code of Business Conduct and Ethics that applies to all of the Company’s directors, officers and employees.  The committee charters, Corporate Governance Guidelines and Code of Business Conduct and Ethics are posted in the “Investor Relations” section of the Company’s website atwww.bfcfinancial.comwww.BVHCorp.com, and each is available in print, without charge, to shareholders.



TheDuring 2021, the Board met nineteenseventeen times, during 2015. Eachand each member of the Board of Directors attended at least 75% of the total number of meetings of the Board and committees on which he served during 2015.that were held while he was a director of the Company. The Company has no formal policy requiring directors to attend the Company’s annual meetingAnnual Meeting of shareholders. FiveShareholders. Twelve of the Company’s then-serving directors attended the Company’s 20152021 Annual Meeting of Shareholders.



The Audit Committee



The Audit Committee consists of Joel Levy, Chairman, Oscar Holzmann andNorman H. Becker, Lawrence A. Cirillo, Darwin Dornbush, William Nicholson serve as the members ofand Arnold Sevell.Directors Becker and Sevell were appointed to the Audit Committee. Committee in May 2021 following their appointment to the Board in connection with the Bluegreen Merger on May 5, 2021, as described above.

The Board has determined that each member of Messrs. Joel Levy, Holzmann and Nicholsonthe Audit Committee is “financially literate” and “independent,”“independent” within the meaning of applicable Securities and Exchange Commission (“SEC”)SEC rules and regulations and the listing standards of the NYSE, including the additional independence requirements applicable to audit committee members under the listing standards of the NYSE.  The Board also determined that each of Messrs. Joeldirectors Levy and Holzmann is qualifiedBecker qualify as an “audit committee financial expert,experts,” as defined under Item 407 of Regulation S-K promulgated by the SEC. The Audit Committee met nine times during 2015.



The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditor.  Additionally, the Audit Committee assists Board oversight of: (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the qualifications, performance and independence of the Company’s independent auditor; and (iv) the performance

of the Company’s internal audit function. In connection with these oversight functions, the Audit Committee receives reports from, and meets with, the Company’s internal audit group, management and independent auditor.  The Audit Committee receives information concerning the Company’s internal control over financial reporting and any deficiencies in such control and has adopted a complaint monitoring procedure that enables confidential and anonymous reporting to the Audit Committee of concerns regarding questionable accounting or auditing matters.  A report from theThe Audit Committee is included in this Proxy Statement on page 39.also responsible for reviewing and, if it determines to be advisable, approving related party transactions involving the Company and its directors or executive officers, or their immediate family members, which present issues regarding financial or accounting matters.



The Audit Committee met seven times during 2021.

The Compensation Committee



Neil Sterling,During 2021, the Compensation Committee initially consisted of William Nicholson, Chairman, Lawrence A. Cirillo and Darwin Dornbush. Following the consummation of the Bluegreen Merger in May 2021, the Compensation Committee was reconstituted and currently consists of Arnold Sevell, Chairman, James R. Allmand, III, Norman H. Becker, Darwin Dornbush and William Nicholson serve as the members of the Compensation Committee. Nicholson.

The Board has determined that each member of Messrs. Sterling, Dornbush and Nicholsonthe Compensation Committee is “independent,” a “Non-Employee Director,” as defined in Rule 16b-3 promulgated“independent” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and an “outside director,” as defined for purposes of Section 162(m)listing standards of the Internal Revenue Code of 1986, as amended (the “Code”). The Compensation Committee met seven times during 2015.NYSE, including the additional independence requirements applicable to compensation committee members thereunder.



The Compensation Committee provides assistance to the Board in fulfilling its responsibilities relating to the compensation of the Company’s executive officers.  It reviews and determines the compensation of the Company’s executive officers, including the Chief Executive Officer. The Compensation Committee also administers the Company’s 2021 Incentive Plan, which is the Company’s equity-based compensation plans. plan.

Pursuant to its charter, the Compensation Committee has the authority to retain consultants to assist the Compensation Committee in its evaluation of executive compensation, as well as the authority to approve any such consultant’s fees and retention terms. A report from theNo such consultants were engaged in 2021.

The Compensation Committee is included in this Proxy Statement on page 22.met three times during 2021. 



The Nominating/Corporate Governance Committee

Oscar Holzmann, Chairman, Alan J. Levy and Neil Sterling serve as the members ofDuring 2021, the Nominating/Corporate Governance Committee. Committee initially consisted of Darwin Dornbush, Chairman, Lawrence A. Cirillo and William Nicholson. Following the consummation of the Bluegreen Merger in May 2021, the Nominating/Corporate Governance Committee was reconstituted and currently consists of James R. Allmand, III, Chairman, Lawrence A. Cirillo and Arnold Sevell.

The Board has determined that each member of Messrs. Holzmann, Alan Levy and Sterling is “independent”. Thethe Nominating/Corporate Governance Committee met three times during 2015.is

“independent” under the listing standards of the NYSE.



The Nominating/Corporate Governance Committee is responsible for: (i) assisting the Board in identifying individuals qualified to become directors; (ii) making recommendations of candidates for directorships; (iii) developing and recommending to the Board a set of corporate governance principles for the Company; (iv) overseeing the evaluation of the Board and management; (v) overseeing the selection, composition and evaluation of Board committees; and (vi) overseeing the management continuity and succession planning process. In addition, the Nominating/Corporate Governance Committee is responsible for reviewing and, if it determines to be advisable, approving related party transactions involving the Company and its directors or executive officers, or their immediate family members, other than those presenting issues regarding financial or accounting matters, the review and approval of which has been delegated to the Audit Committee.



The Nominating/Corporate Governance Committee reviews, followingheld two meetings during 2021.

Following the end of the Company’s fiscal year, the Nominating/Corporate Governance Committee reviews the composition of the Board of Directors and the ability of its current members to continue effectively as directors for the upcoming fiscal year. In the ordinary course, absent special circumstances or a change in the criteria for Board membership, the Nominating/Corporate Governance Committee will re-nominate incumbent directors who continue to be qualified for Board service and are willing to continue as directors. If the Nominating/Corporate Governance Committee thinks it is in the Company’s best interest to nominate a new individual for director, or fill a vacancy on the Board which may exist from time to time, the Nominating/Corporate Governance Committee will seek out potential candidates for Board appointments who meet the criteria for selection as a nominee and have the specific qualities or skills being sought as follows. Generally, the Nominating/Corporate Governance Committee will identify candidates for directorships through the business and other organization networks of the directors and management. Candidates for director will be selected on the basis of the contributions the Nominating/Corporate Governance Committee believes that those candidates can make to the Board and to management and on such other qualifications and factors as the Nominating/Corporate Governance Committee considers appropriate. Board candidates should have a reputation for honesty and integrity, strength of character, mature judgment and experience in positions with a high degree of responsibility. In addition to reviewing a candidate’s background and accomplishments, candidates for director are reviewed in the context of the current composition of the Board and the evolving needs of the Company. While the Board does not have a formal diversity policy and the Nominating/Corporate Governance Committee does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of the Board, the Board prefers a mix of background and experience among its members. Accordingly, pursuant to the Company’s Corporate Governance Guidelines, the Nominating/Corporate Governance Committee, when assessing potential new directors, may seek individuals from diverse professional backgrounds who provide a broad range of skills, experience and expertise relevant to the

Company’s business. The goal of this process is to assemble a group of Board members with deep, varied experience, sound judgment, and commitment to the Company’s success. The Company also requires that its Board members be able to dedicate the time and resources sufficient to allow for the diligent performance of their duties on the Company’s behalf, including attending Board and applicable committee meetings. If the Nominating/Corporate Governance Committee believes a candidate would be a valuable addition to the Board, it will recommend the candidate’s election to the full Board.Board. 



Under the Company’s Bylaws, nominations for directors may be made only by or at the direction of the Board of Directors or by a shareholder entitled to vote who delivers written notice (along with certain additional information specified in the Company’s Bylaws) not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of shareholders.  However, if the date of the Company’s annual meetingAnnual Meeting of shareholdersShareholders changes by more than 30 days from the date of the preceding year’s annual meeting of shareholders, written notice of a director nomination must be received by the Company within ten days after the Company first mails notice of or publicly discloses the date of the annual meeting of shareholders.  For the Company’s 20172023 Annual Meeting of Shareholders, the Company must receive shareholder notice of a director nomination (i) between January 23, 201718, 2023 and February 22, 201717, 2023 or (ii) if the Company’s 20172023 Annual Meeting of Shareholders is held more than 30 days before or after May 23, 2017,18, 2023, within ten days after the Company first mails notice of or publicly discloses the date of the meeting.



Leadership Structure



The business of the Company is managed under the direction of the Board, which is elected by the Company’s shareholders.shareholders subject to the right of the Board to appoint directors to fill vacancies on the Board which may exist from time to time, including due to an increase in the size of the Board or due to director resignations. The fundamental responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director believesthe directors believe to be the best interests of the Company and its shareholders. The Board’s current leadership structure combines

the position of Chairman and Chief Executive Officer. The Company believes that the combination of these two positions has been an appropriate and suitable structure for the Board’s function and efficiency, as the Chairman and Chief Executive Officer serves as the direct link between senior management and the Board.

Alan B. Levan held thecurrently holds dual positionpositions of Chairman and Chief Executive Officer from 1978 until his resignation from such positions on December 22, 2015. In connection with Mr. Alan Levan’s resignation, Jarett S. Levan, Executive Vice President of the Company and a member of the Company’s Board of Directors, was appointed by the Board of Directors to serve as the Company’s Acting Chairman and Chief Executive Officer. Mr. Alan Levan remains with the Company in the non-executive role of Founder and focuses on strategic planning as an advisor to management and the Board of Directors. Mr. Jarett Levan is the son of Mr. Alan Levan.



Risk Oversight



The Board is responsible for overseeing management and the business and affairs of the Company, which includes the oversight of risk. In exercising its oversight, the Board has allocated some areas of focus to its committees and has retained areas of focus for itself. Pursuant to its charter, the Audit Committee is responsible for efforts designed to assure thatprovide the Board is providedwith the information and resources to assess management’s handling of the Company’s approach to risk management. The Audit Committee also has oversight responsibility for the Company’s financial risk (such as accounting, finance, internal control and tax strategy), and the Audit Committee or the full Board receives and reviews, as appropriate, the reports of the Company’s internal audit group regarding the results of its annual Company-wide risk assessment and internal audit plan. Reports of all internal audits are provided to the Audit Committee. The Compensation Committee oversees compliance with the Company’s executive compensation plans and related laws and policies.  The Nominating/Corporate Governance Committee oversees compliance with governance-related laws and policies, including the Company’s Corporate Governance Guidelines. The Board as a whole has responsibility for overseeing management’s handling of the Company’s strategic and operational risks. Throughout the year, senior management reports to the Board on the risks that itmanagement believes may be material to the Company, including those disclosed in the Company’s reports filed with the SEC. The goal of these processes is to achieve serious and thoughtful Board-level attention to the nature of the material risks faced by the Company and the adequacy of the Company’s risk management processes and systems. While the Board recognizes that the risks which the Company faces are not static, and that it is not possible to identify or mitigate all risk and uncertainty all of the time, the Board believes that the Company’s approach to managing its risks provides the Board with the propera foundation and oversight perspective with respect to management of the material risks facing the Company.



Executive Sessions of Non-Management Directors



During 2015,2021, the Company’s non-management directors met twice in executive sessions of the Board in which management directors and other members of management did not participate. Neil SterlingWilliam Nicholson was the presiding director for the executive sessions. Thesession held in March 2021. Arnold Sevell was the presiding director for the executive session held in October 2021 and has been appointed to serve as presiding director for future executive sessions of non-management directors.

Future meetings of non-management directors haveare scheduled future meetings to be held at least annually, and the non-management directors may schedule additional meetings without management present as they determine.determine.



Communications with the Board of Directors and Non-Management Directors



Interested parties who wish to communicate with the Board of Directors, any individual director or the non-management directors as a group can write to the Company’s SecretaryCompany at the Company’s principal executive offices at 401 East Las Olas Boulevard,4960 Conference Way North, Suite 800, Fort Lauderdale,100, Boca Raton, Florida 33301.33431, Attn: Secretary.  If the person submitting the letter is a shareholder, the letter should include a statement indicating such.  Depending on the subject matter, the Company will:





A member of management will, at each meeting of the Board, present a summary of all letters received since the last meeting that were not forwarded to the Board and will make those letters available to the Board upon request.request.



Code of Ethics



The Company has a Code of Business Conduct and Ethics that applies to all of its directors, officers and employees, including the Company’s principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics is available onposted in the “Investor Relations” section of the Company’s

website atwww.bfcfinancial.comwww.BVHCorp.com. The Company will post amendments to or waivers from the Code of Business Conduct and Ethics (to the extent applicable to the Company’s principal executive officer, principal financial officer or principal accounting officer) on its website.

Compensation Committee Interlocks and Insider Participation

As described above, the Board of Directors has designated directors Neil Sterling, Chairman, Darwin Dornbush and William Nicholson, none of whom are current or former officers or employees of the Company or any of its subsidiaries, to serve on the Compensation Committee. There are no interlocking or other relationships or transactions involving the members of the Compensation Committee required to be disclosed under Item 407(e)(4) of Regulation S-K of the SEC.website.



Section 16(a) Beneficial Ownership Reporting Compliance



Based solely upon a review of the copies of the forms furnished to the Company and written representations that no other reports were required, the Company believes that all filing requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable to its officers, directors and greater than 10% beneficial owners were complied with on a timely basis during the year ended December 31, 2015.2021.   

PROPOSAL NO. 1 - ELECTION OF DIRECTORS



The Company’s Bylaws provide that the Board of Directors shall consist of no less than three or more than fifteensixteen directors, and for each director to serve for a term expiring at the Company’s next annual meeting of shareholders. The specific number of directors is set from time to time by resolution of the Board.  TheAs described above, the Board of Directors currently consists of ninethirteen directors.



All ninethirteen of the Company’s current directors have been nominated for re-electionelection at the Annual Meeting to serve for a term expiring at the Company’s 20172023 Annual Meeting of Shareholders.  Each of the director nominees was recommended for election by the Nominating/Corporate Governance Committee and has consented to serve for his term. If any director nominee should become unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. Except as otherwise indicated, no director nominee or director continuing in office has had any change in principal occupation or employment during the past five years.



Directors Standing for Election



ALAN B. LEVAN    Director since 1978 (1)



Jarett S.Mr. Alan Levan, age 42, was appointed Acting77, formed the I.R.E. Group (predecessor to the Company) in 1972. From 1978 until December 2015, he served as Chairman, Chief Executive Officer and President of the Company during December 2015.or its predecessors. During February 2017, Mr. Alan Levan was reappointed as the Company’s Chairman and Chief Executive Officer, and he continues to serve in such capacities. He has also served as a memberPresident of the Company since the completion of the Company’s spin-off of BBX Capital on September 30, 2020. From December 2015 until his reappointment as the Company’s Chairman and Chief Executive Officer during February 2017, Mr. Alan Levan served as Founder and strategic advisor to the Company’s Board of Directors since September 2009 and was appointed to serveDirectors. Mr. Alan Levan also served as Executive Vice PresidentChairman of the Company during April 2011.Board of Bluegreen since May 2017 and from May 2002 to December 2015, and as its Chief Executive Officer and President since January 2020. From May 2015 until February 2017, he served Bluegreen in a non-executive capacity. Mr. JarettAlan Levan is also the President and a directorChairman of BBX Capital, and heCapital. From 1994 until December 2015, Mr. Alan Levan was appointed Actingthe Chairman and Chief Executive Officer of BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.), which merged with and into a wholly owned subsidiary of the Company during December 2015. He2016 (the “BBX Merger”). In addition, Mr. Alan Levan served as the Chief Executive Officer and PresidentChairman of BankAtlantic from 1987 until July 2012 when BankAtlantic was sold to BB&T Corporation (“BB&T”). Mr. Jarett Levan also serves as a director of Business for the Arts of Broward, the Broward Center for the Performing Arts, the Fort Lauderdale Museum of Art, the Community Foundation of Broward, the Greater Fort Lauderdale Alliance, the Broward Workshop, the Broward County Cultural Council and the Ambassadors Board of Nova Southeastern University. The Company’s Board of Directors believes that Mr. Jarett Levan’sAlan Levan is a strong operating executive, that his proven leadership skills enhance the Company and management experience, including his executiveits Board of Directors, and director positions at BBX Capital and other affiliates and subsidiaries, allow him to provide insight tohe provides the Board with respect tocritical insight regarding the Company’s business and affairs.prospects of the Company. Mr. Alan Levan is the father of Jarett S. Levan, a director of the Company.



JOHN E. ABDO          Director since 1988



John E. Abdo, age 72,78, has served as Vice Chairman of the Company since 1993 and was Vice Chairman of BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.) until the completion of the BBX Merger in December 2016. He also served as Vice Chairman of the Board of Bluegreen since 1994. He2002. In addition, from December 2015 until August 2017, he served as Acting Chairman of the Board of Bluegreen. Mr. Abdo is also the Vice Chairman of BBX Capital. Mr. Abdo served as Vice Chairman of BankAtlantic from 1987 until the completion of the sale of BankAtlantic to BB&T during July 2012. During December 2015, Mr. Abdo was appointed Acting Chairman of the Board of Bluegreen Corporation (“Bluegreen”). Mr. Abdo served as Vice Chairman of the Board of Bluegreen since 2002. Bluegreen was a publicly traded company with common stock listed on the NYSE until April 2013 when Bluegreen became a wholly-owned subsidiary of Woodbridge Holdings, LLC (“Woodbridge”) as a result of a cash merger transaction pursuant to which Woodbridge acquired all of the shares of Bluegreen’s common stock not previously owned by Woodbridge (the “Woodbridge-Bluegreen Merger”). The Company and BBX Capital own 54% and 46%, respectively, of Woodbridge. Mr. Abdo is also President of Abdo Companies, Inc. (“Abdo Companies”), a member of the Board of Directors of the Performing Arts Center Authority (“PACA”), and the former 20-year President and current directormember of the Investment Committee and Chairman of the Finance Committee of the Broward Performing Arts Foundation. The Company’s Board of Directors believes that it benefits from Mr. Abdo’s contributions to the Board, many of which are the result of his extensive experience as part of the Florida business community and his knowledge of the business and affairs of the Company and its subsidiaries based on his long history of service. The Board also believes that Mr. Abdo’s real estate background provides additional knowledge and perspective to the Board.



JAMES R. ALLMAND, III Director since May 2021

James R. Allmand, III, age 73, was appointed to the Company’s Board of Directors in connection with completion of the Bluegreen Merger on May 5, 2021 after serving as a director of Bluegreen since 2011.  Mr. Allmand has over 40 years of resort real estate and hospitality operations management experience in the United States, Mexico, Central America and the Caribbean. Since 2008, Mr. Allmand has been the Senior Vice President for Operations and Real Estate for Global Resort Development, Inc., a development advisory group based in Dallas, Texas. His hospitality and real estate career began with the Sea Pines Company, a residential resort developer of Hilton Head Island, Amelia Island, Big Canoe and Palmas del Mar, Puerto Rico. Mr. Allmand previously served as General Manager and Area Senior General Manager for Embassy Suites properties in Fort Lauderdale, Florida from1990-1993, and Regional Vice President of Operations in Florida for R & A Hotels, Huizenga Sports Holdings Executive Group and Florida Panthers Holdings from 1993-2004. His responsibilities included those relating to Hyatt Regency Pier Sixty-Six, Bahia Mar Beach Resort Yachting Center, Oceanside Inn, Portside Marina and Grande Oaks Golf Club. He was also previously Director of Advisory Services in Fort Lauderdale for IAG Florida, a commercial, residential and a hospitality development-oriented company, and General Partner and General Manager of a subsidiary company of a NYSE-listed publicly traded REIT where he was involved in the successful turnaround of two bankrupt hotels in New Orleans and Jackson, Mississippi. He is a Certified Hotel Administrator (CHA), a Certified Food and Beverage Executive (CFBE).   In 2000, he was named General Manager of the Year for the United States by the American Hotel and Lodging Association. In 2001, he was named General Manager of the Year by the Florida Hotel & Motel Association. The Company’s Board of Directors believes that Mr. Allmand provides valuable insight and contributions to the Board as a result of his extensive experience in the real estate and hospitality industries.

NORMAN H. BECKER Director since May 2021

Norman H. Becker, age 84, was appointed to the Company’s Board of Directors in connection with completion of the Bluegreen Merger on May 5, 2021 after serving as a director of Bluegreen since 2003.  Mr. Becker previously served as a director of the Company from 2013 until September 2020 when he joined BBX Capital’s Board of Directors in connection with the Company’s spin-off of BBX Capital at that time.  Mr. Becker is, and has been for more than ten years, self-employed as a Certified Public Accountant. Mr. Becker was also the Chief Financial Officer and Treasurer of Proguard Acquisition Corp., as well as a member of its Board of Directors, until 2012. He was previously a partner with Touche Ross & Co., the predecessor of Deloitte & Touche LLP, for more than ten years. He also served as a director of Benihana until August 2012. The Company’s Board of Directors believes that Mr. Becker provides valuable insight to the Board and Audit Committee based on his business, financial and accounting expertise.

LAWRENCE A. CIRILLODirector since September 2020

Lawrence A. Cirillo, age 83, was appointed to the Company’s Board of Directors in connection with the Company’s spin-off of BBX Capital on September 30, 2020.  After serving as a director of Bluegreen since 2003. Mr. Cirillo was Principal Partner and President of Atlantic Chartering, an oil tanker brokerage company, from 1979 until Atlantic Chartering merged with Seabrokers, Inc., a subsidiary of Clarkson, Ltd. Mr. Cirillo served as a Vice President of Seabrokers, Inc. until 2000. From 2000 until December 2021, Mr. Cirillo has served as an oil tanker broker with Southport Maritime, Inc. and he currently serves as a consultant for Southport Maritime, Inc. The Company’s Board of Directors believes that it benefits from Mr. Cirillo’s business experience generally and within the sales industry in particular, as well as his knowledge of the Company’s business and affairs as a result of his history of service as a director.

DARWIN DORNBUSH          Director since 2009



Darwin Dornbush, age 86,92, is an attorney in private practice. He served as a partner in the law firm of Dornbush Schaeffer Strongin & Venaglia, LLP from 1964 until January 2015. He also served as Secretary of Cantel Medical Corp., a healthcare company, until 2010 and as a director of that company until 2009. Mr. Dornbush was appointed to the Board of Directors of Bluegreen during October 2020 following the Company’s spin-off of BBX Capital. In addition, Mr. Dornbush served as a member of the Board of Directors of Benihana from 1995 through 2005 and again from 2009 through January 2012. From 1983 until 2008, he served as Secretary of Benihana and its predecessor. The Company’s Board of Directors believes that it benefits from Mr. Dornbush’s experience in legal and business matters gained from his career as a practicing attorney and his previous membershipsexperience on public company boards.





Oscar Holzmann,

JARETT S. LEVAN          Director since 2009

Jarett S. Levan, age 73, has been an Associate Professor48, served as President of Accounting at the UniversityCompany until the completion of Miami Schoolthe Company’s spin-off of BBX Capital on September 30, 2020.  In connection with the spin-off, Mr. Jarett Levan became Chief Executive Officer and President of BBX Capital.  He is also a director of BBX Capital, and he served as a director of Bluegreen since 2017.  From December 2015 to February 2017, Mr. Jarett Levan served as Acting Chairman and Chief Executive Officer of the Company. Commencing in 1999, he was a director of, and in 2015 he became the Acting Chairman and Chief Executive Officer of, BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.) until the completion of the BBX Merger in December 2016. Further, Mr. Jarett Levan was the President of BankAtlantic from 2005 to 2007 and was the Chief Executive Officer of BankAtlantic from January 2007 until July 2012 when BankAtlantic was sold to BB&T. Mr. Jarett Levan also serves as a director of Business since 1980. He received his Ph.D. in Business Administration from Pennsylvania State University in 1974. for the Arts of Broward, the Broward Center for the Performing Arts, the Community Foundation of Broward, the Greater Fort Lauderdale Alliance, the Broward Workshop, the Broward College Foundation, and the Ambassadors Board of Nova Southeastern University. The Company’s Board of Directors believes that Mr. Holzmann’s background givesJarett Levan’s operating and management experience, including his positions with the Company and its affiliates, have allowed him a unique perspective and position to contributeprovide valuable insight to the Board. His accounting and financial knowledge also make him a valuable memberMr. Jarett Levan is the son of Alan B. Levan, the Company’s Audit Committee.

Alan J. Levy, age 76, is the founder and, since 1980, has served as the President andChairman, Chief Executive Officer of Great American Farms, Inc., an agricultural company involved in the farming, marketing and distribution of a variety of fresh fruits and vegetables. The Company’s Board of Directors believes that Mr. Levy’s leadership

skills and business experience gained from his service as the President and Chief Executive Officer of Great American Farms enhances the Board.President.



JOEL LEVY          Director since 2009



Joel Levy, age 76,82, is the Vice Chairman of Adler Group, Inc., a commercial real estate company. He served as President and Chief Operating Officer of Adler Group from 1984 through 2007. Mr. Levy also serves as President and Chief Executive Officer of JLRE Consulting, Inc. and is a Certified Public Accountant. He was appointed to the Board of Directors of Bluegreen during October 2020 following the Company’s spin-off of BBX Capital. The Company’s Board of Directors believes that Mr. Levy’s experience, including relating to the real estate industry gained from his executive positions at Adler Group and JLRE Consulting, allow him to provide meaningful insight to the Board and that, based on his finance and accounting background, Mr. Levy makes important contributions to the Company’s Audit Committee.



MARK A. NERENHAUSEN Director since May 2021



Mark A. Nerenhausen, age 67, was appointed to the Company’s Board of Directors in connection with completion of the Bluegreen Merger on May 5, 2021 after serving as a director of Bluegreen since 2003.  Mr. Nerenhausen serves as the President and Chief Executive Officer of Hennepin Theater Trust.  In addition, since August 2010, Mr. Nerenhausen has been a Principal of ZSP Consulting. Previously, he served as a professor and a director of the Syracuse University Janklaw Arts Leadership Program from 2011 through 2017.  From March 2009 through July 2010, Mr. Nerenhausen served as President and Chief Executive Officer of the AT&T Performing Arts Center in Dallas, Texas. The Company’s Board of Directors believes that it benefits from Mr. Nerenhausen’s leadership skills and business and management experience gained from his service in Principal, President and Chief Executive Officer positions, including the sales aspects of his positions and his experience in the tourism and leisure industries.

WILLIAM NICHOLSON          Director since 2009

William Nicholson, age 70,76, has served as a principal of Heritage Capital Group, an investment banking firm, since May 2010. He is currently Chief Compliance Officer of Heritage Capital Group. Mr. Nicholson also served as a principal of Heritage Capital Group from December 2003 through March 2009. Mr. Nicholson held senior positions in real estate finance at PNC Bank, Barnett Bank and Bank of America from 1982-2002. In addition, since 2004, Mr. Nicholson has served as Presidentwas appointed to the Board of WRN Financial Corporation. He was alsoDirectors of Bluegreen during October 2020 following the Managing DirectorCompany’s spin-off of BSE Management, LLC from March 2009 through April 2010. BBX Capital at that time. The Company’s Board of Directors believes that, because of Mr. Nicholson’s extensive knowledge of the capital and financial markets and broad experience working with the investment community, Mr. Nicholson provides important insight to the Board on financial issues.issues, and that the Board benefits from the expertise that Mr. Nicholson has as the Chief Compliance Officer for Heritage Capital Group, a FINRA-registered broker-dealer.



ARNOLD SEVELL Director since May 2021



Neil Sterling,Arnold Sevell, age 64,74, was appointed to the Company’s Board of Directors in connection with completion of the Bluegreen Merger on May 5, 2021 after serving as a director of Bluegreen since 2002.  Mr. Sevell has been the principalPresident of The Sterling Resources Group,Sevell Realty Partners, Inc., a business development consultingfull-service commercial real estate firm, since 1998. He isand its affiliated entities, Sevell Realty Holdings LLC and Sevell Residential Realty LLC, for more than 30 years. Mr. Sevell also serves as Chairman of the principalPlanning and Zoning Board of SRG Technology, LLC, a software development and sales company, and New River Consulting Group, LLC, a business development consulting firm. As a business consultant and executive, theBoca Raton, Florida. The Company’s Board of Directors believes that Mr. Sterling brings strategicSevell provides expertise and insight to the Board bothas a result of his knowledge of, and experience within, the real estate industry and his insight into real estate markets generally.

ORLANDO SHARPE Director since May 2021

Orlando Sharpe, age 63, was appointed to the Company’s Board of Directors in connection with completion of the Bluegreen Merger on May 5, 2021 after serving as a director of Bluegreen since 2011.  Mr. Sharpe founded Sharpe Project Developments, Inc., a real estate development company, in 1990 and has served as its President since that time. He is also the President of Sharpe Project Construction, Inc. and OLD, LLC.  From 1986 to 1990, he was employed with Arvida/JMP Partners, L.P., a residential real estate development company, where he managed the design, construction, development and property management for several office buildings, retail centers, hotels, restaurants, warehouses and mixed use commercial parks. Prior to that time, he was employed by Weitz Co. General Contractors as a project manager on various commercial projects. His background also includes professional experience with a number of architectural and engineering firms. The Company’s Board of Directors believes that it benefits from Mr. Sharpe’s knowledge of the real estate industry generally and particularly with respect to real estate development and trends in the Company’s business and investments as well as emerging business models.industry.



SETH M. WISE Director since May 2021



Seth M. Wise, age 46, has served52, was appointed to the Company’s Board of Directors in connection with completion of the Bluegreen Merger on May 5, 2021 after serving as a director and Executive Vice President of the CompanyBluegreen since September 2009.2017. Mr. Wise was appointed to servepreviously served as Executive Vice President and a director of the Company from September 2009 until the completion of the Company’s spin-off of BBX Capital during August 2012. Since Julyon September 30, 2020 when he became Executive Vice President and a director of BBX Capital.  He is also co-Chief Executive Officer of The Altman Companies, a joint venture in which BBX Capital currently holds a 50% interests,  and, since 2005, Mr. Wise has served as President of Woodbridge (includingHoldings Corporation or its predecessor Woodbridge Holdings Corporation)(“Woodbridge”) after serving as its Executive Vice President since September 2003. HeWoodbridge is a wholly owned subsidiary of the Company through which the Company holds its investment in Bluegreen. Mr. Wise also previously wasserved as Vice President of Abdo Companies, Inc. The Company’s Board of Directors believes that Mr. Wise’s real estate-related experience and background enhance the Board’s knowledge with respect to the real estate industry and that it benefits from the insight he brings with respect to the real estate industry and the Company’s BBX Capital’s and Woodbridge’s operations based on his executive positions at those companies.related thereto.



The Board of Directors Unanimously Recommends that Shareholders

Vote “For” the Election of EachAll of the Director Nominees.

IDENTIFICATION OF EXECUTIVE OFFICERS



The following individuals areserve as the Company’s current executive officers of the Company:officers:







AllThe Company’s executive officers serve until they resign or are replaced or removed by the Board of Directors.  Biographical information for each of the Company’s executive officers other than Mr. LopezAlan Levan and Mr. Abdo is set forth in “Proposal No. 1 – Election of Directors” above. Biographical information for the Company’s other executive officers is set forth below.



Raymond S. Lopez, age 41, joined47, has served as Executive Vice President and Chief Financial Officer of the Company since March 2015. In addition, Mr. Lopez has served as Executive Vice President, Chief Financial Officer and Chief Accounting Officer on March 17, 2015. Since March 17, 2015, Mr. Lopez has also servedTreasurer of Bluegreen since September 2019 and as Chief FinancialOperating Officer of BBX Capital.Bluegreen since November 2019. He was appointed Chief Operating Officer and Treasurer of the Company in May 2021. Prior to joining the Company in March 2015, Mr. Lopez served as an officer of Bluegreen. He joined Bluegreen as its Controller in 2004 and was promoted to Chief Accounting Officer and Vice President of Bluegreen in 2005 and to Senior Vice President of Bluegreen in 2007. Prior to joining Bluegreen, Mr. Lopez worked in various capacities at Office Depot, Inc. and Arthur Andersen LLP. Mr. Lopez is a Certified Public Accountant. Mr. Lopez also served as Chief Financial Officer of BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.) from March 2015 until the completion of the BBX Merger in December 2016.



Dustin Tonkin, age 49, has served as Executive Vice President, Chief Sales and Marketing Officer of Bluegreen since May 2020 and was appointed Executive Vice President, Chief Sales and Marketing Officer of the Company following the completion of the Bluegreen Merger in May 2021. Mr. Tonkin joined Bluegreen in November 2019 as Executive Vice President, Chief Sales Officer.  Prior to joining Bluegreen, Mr. Tonkin held various sales leadership roles at Wyndham Destinations, where he was employed most recently as Executive Vice President of Sales & Marketing.

Susan J. Saturday, age 63, has served as Executive Vice President, Chief Administrative Officer of Bluegreen since September 2019 and was appointed Executive Vice President, Chief Administrative Officer of the Company following the completion of the Bluegreen Merger in May 2021. Ms. Saturday also previously held various management positions at Bluegreen and the Company. In 1995, she was appointed Vice President and Director of Human Resources and Administration of Bluegreen. In 2004, Ms. Saturday was appointed Senior Vice President and Chief Human Resources Officer of Bluegreen. During October 2017, Ms. Saturday was appointed Executive Vice President of Bluegreen. From April 2018 until September 2019, Ms. Saturday served as Executive Vice President and Chief Human Resources Officer of the Company. She also performed the functions of Chief Human Resources Officer of the Company on a part-time basis from June 2016 through April 2018. From 1983 to 1988, Ms. Saturday was employed by General Electric Company in various financial management positions. Ms. Saturday holds a B.B.A. in Accounting and an M.S. in Human Resource Management.  

Jorge de la Osa, age 52, joined Bluegreen in May 2018 as Executive Vice President, Chief Legal and Compliance Officer and serves as chief counsel and advisor to Bluegreen’s management and oversees Bluegreen’s day-to-day legal operations and compliance program.  He was appointed Executive Vice President, Chief Legal and Compliance Officer of the Company following the completion of the Bluegreen Merger in May 2021.  From 2010 until he joined Bluegreen in May 2018, Mr. de la Osa served in various senior leadership roles at Wyndham Vacation Ownership, including Executive Vice President and General Counsel. From 2004 to 2010, Mr. de la Osa was Lead Corporate Counsel at Sol Melia Vacation Club, a subsidiary of Melia Hotels International. He served as Corporate Counsel to Tempus Resorts International from 2002 to 2004.  Mr. de la Osa is a member of the Florida Bar. He holds a J.D. in Law and a B.S. in Business Administration, Finance.

Chanse W. Rivera, age 52, was appointed Executive Vice President, Chief Information Officer of the Company following the completion of the Bluegreen Merger in May 2021.  Mr. Rivera joined Bluegreen in August 2012. During December 2012, Mr. Rivera was appointed Senior Vice President and Chief Information Officer of Bluegreen. During October 2017, he was appointed Executive Vice President of Bluegreen. Prior to joining Bluegreen, Mr. Rivera was Chief Information Officer of Russell Hobbs, Inc., Global Service Manager of CITCO, Vice President, Managed Services of Fresh Del Monte Produce Inc., and IT Director of Blue Martini Software. Mr. Rivera holds a B.S. in Management Information Systems.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review, Approval or Ratification of Related Transactions

The Company has a policy for the review and approval of transactions in which the Company is to be a participant, where the amount involved exceeds or is expected to exceed $120,000 annually, and in which any of the Company’s directors or executive officers, or any of their immediate family members, will have a direct or indirect material interest. Any such related party transaction is to be for the benefit of the Company and upon terms no less favorable to the Company than if the related party transaction was with an unrelated party.

The Board of Directors has delegated to the Nominating/Corporate Governance Committee the review and approval of related party transactions relating to directors or executive officers, or their immediate family members, other than those presenting issues regarding financial or accounting matters, the review and approval of which has been delegated to the Audit Committee. In reviewing related party transactions, the Nominating/Corporate Governance Committee or the Audit Committee, as applicable, evaluates the terms of the related party transaction, including an assessment of the arms-length nature of the terms, and may evaluate and consider other factors that it deems appropriate with respect to the transaction.

Related Transactions



The Company may be deemed to be controlled by Alan B. Levan, the Company’s former Chairman, Chief Executive Officer and President, and John E. Abdo, the Company’s Vice Chairman. Together,Chairman, Jarett S. Levan, the son of Mr. Alan Levan and Mr. Abdoa director and former President of the Company, and Seth M. Wise, a director and former Executive Vice President of the Company. Together, they may be deemed to beneficially own shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 76%79% of the Company’s total voting power.  See “Security Ownership of Certain Beneficial OwnersAlan B. Levan, John E. Abdo, Jarett S. Levan and Management” below for further information with respectSeth M. Wise may also be deemed to the sharecontrol BBX Capital through their ownership of each of Mr. Alan Levan and Mr. Abdo.

The Company holds shares of BBX Capital’s Class A Common Stock and Class B Common Stock representing an approximately 81% equity interest and 90%a majority of BBX Capital’s total voting interest in BBX Capital. The Company and BBX Capital own 54% and 46%, respectively, of Woodbridge, which is the sole shareholder of Bluegreen. Jarett S. Levan, the son of Mr.power. In addition, Alan B. Levan is the Acting Chairman Chief Executive Officer and President of the Company. Mr. Jarett Levan is also the President and Acting Chairman and Chief Executive OfficerBoard of BBX Capital. In addition,Capital, John E. Abdo is the Vice Chairman of the Board of BBX Capital, Jarett S. Levan is a director and the Chief Executive Officer and President of BBX Capital, and Seth M. Wise is a director and Executive Vice President of BBX Capital.  Mr.Further, as described above, all of the Company’s executive officers, including Alan B. Levan and John E. Abdo, are also served as Vice Chairman of Bluegreen since 2002, and during December 2015, he was appointed to serve as Acting Chairmanexecutive officers of Bluegreen.  Mr. Alan Levan served as Chairman and Chief Executive Officer of BBX Capital and Chairman of Bluegreen until December 2015. Further, Seth M. Wise is an executive officer and director of the Company and an executive officer of BBX Capital. Raymond S. Lopez is an executive officer of the Company and BBX Capital and he previously served as

Chief Accounting Officer and Senior Vice President of Bluegreen. John K. Grelle served as an executive officer of the Company and BBX Capital until his retirement on March 17, 2015. See “Executive Compensation” below for information regarding the compensation paid by the Company, BBX Capital and Bluegreen to Mr. Jarett Levan, Mr. Abdo Mr. Alan Levan, Mr. Wise, Mr. Lopez and Mr. Grelle, as applicable, for the years ended December 31, 2015, 2014 and 2013.

During April 2013, BBX Capital invested $71.75 million in Woodbridge in exchange for a 46% equity interest in Woodbridge. The Company continues to hold the remaining 54% of Woodbridge’s outstanding equity interests. BBX Capital’s investment in Woodbridge consisted of $60 million in cash and a promissory note in Woodbridge’s favor in the principal amount of $11.75 million. The promissory note had a term of five years, accrued interest at a rate of 5% per annum and provided for payments of interest only on a quarterly basis during the term of the promissory note, with all outstanding amounts being due and payable at the end of the five-year term. During 2015, Woodbridge recognized approximately $418,000 of interest income under the note. BBX Capital repaid the note in full during September 2015. In connection with BBX Capital’s investment in Woodbridge, the Company and BBX Capital entered into an Amended and Restated Operating Agreement of Woodbridge, which sets forth the Company’s and BBX Capital’s respective rights as members of Woodbridge and provides for, among other things, required unanimity on certain specified “major decisions” and for distributionsalso receive compensation from Woodbridge to be made on a pro rata basis in accordance with the Company’s and BBX Capital’s respective percentage equity interests in Woodbridge.

The following table presents information relating to shared services arrangements between the Company, BBX Capital and Bluegreen, and an information technology services agreement between the Company and BBX Capital for the year ended December 31, 2015 (in thousands).their services on its behalf.



In December 2012, the Company entered into an agreement with BBX CapitalApril 2015, pursuant to which BBX Capital provides office facilities to the Company at BBX Capital’s and the Company’s principal executive offices. Under the terms of the agreement, the Company reimburses BBX Capital at cost for certain costs and expenses related to the office facilities provided, which totaled $419,000 during the year ended December 31, 2015.

Beginning in 2013, employees of the Company and BBX Capital were provided health insurance under policies maintained by Bluegreen. Bluegreen was reimbursed at cost for this expense, which, for the year ended December 31, 2015, totaled $193,000 with respect to the Company and $1,150,000 with respect to BBX Capital. This arrangement was terminated in January 2016.

During the year ended December 31, 2015, Bluegreen paid a subsidiary of the Company approximately $600,000 for a variety of management advisory services.

On April 30, 2015, the Company consummated a cash tender offer pursuant to which it purchased from the shareholders of BBX Capital a total of 4,771,221 shares of BBX Capital’s Class A Common Stock, at a purchase price of $20.00 per share, for a total purchase price of approximately $95.4 million. On April 17, 2015, the Company entered into a Loan Agreement and Promissory Note, with a wholly owned subsidiary of Bluegreen pursuant to which Bluegreen’s subsidiary provided an $80$80.0 million loan to the Company to finance, in part, the Company’s purchase of shares of BBX Capital’s Class A Common Stock in the tender offer.Company. Amounts outstanding on the loan bearbore interest at a rate of 10%6% per annum until April 17, 2020, at which time the interest rate was decreased to 4% per annum.  Payments of interest areInterest only payments were required on a quarterly basis, with all outstanding amounts beingbecoming due and payable at maturity.  In March 2020, the end ofLoan Agreement and Promissory Note was amended to extend the five-year term ofmaturity date from April 17, 2020 to April 17, 2021. During August 2020, the loan. The Company is permitted to prepayrepaid the loan in whole or in part at any time, and prepayments will be required, to the extent necessary, in order for Bluegreen or its subsidiaries to remain in compliance with covenants under their outstanding indebtedness.full.  During the year ended December 31, 2015, Bluegreen2020, the Company recognized $5.6$2.5 million of interest incomeexpense on the loan.



On September 4, 2015,As previously described, on May 5, 2021, the Company entered into Share Exchange Agreements with Alan B. Levan, John E. Abdo, Jarett S. Levan and Seth M. Wise (collectively,completed the “BBX Capital RSU Holders”) as holders of restricted stock units of Class A Common Stock of BBX Capital (“BBX Capital RSUs”).  PursuantBluegreen Merger pursuant to the Share Exchange Agreements, (a) each BBX Capital RSU Holder grantedwhich the Company the option to acquire, simultaneously with the

vesting of each BBX Capital RSU, some oracquired all of the sharesapproximately 7% of BBX Capital’s Class A Common Stock which, absent the Share Exchange Agreement, would (after withholding) have been receivedBluegreen’s then-outstanding common stock not previously owned by the BBX Capital RSU Holder uponCompany through a statutory short-form merger under Florida law.In connection with the vesting of the BBX Capital RSU and (b)Bluegreen Merger, Bluegreen’s shareholders other than the Company agreed to issue to the BBX Capital RSU Holderreceived 0.51 shares of the Company’s Class A Common Stock or Class B Common Stock having an aggregate market value equalfor each share of Bluegreen’s common stock that they held at the effective time of the merger.  Prior to the aggregate market valueBluegreen Merger, the Company owned approximately 93% of Bluegreen’s outstanding common stock. As a result of the sharesBluegreen Merger, Bluegreen is a wholly owned subsidiary of BBX Capital’s Class A Common Stock acquired bythe Company. In connection with the completion of the Bluegreen Merger, the six directors of Bluegreen who were not also directors of the Company uponat the option exercise. Pursuanttime were appointed to the Share Exchange Agreements, the market value of the shares of the Company’s Class A Common Stock and Class B Common Stock and of BBX Capital’s Class A Common Stock is the closing price of the applicable class of stock on the trading day immediately preceding the date of closing of the share exchange. 

On September 1, 2015, the Company’s Board of Directors approved (a)Directors. 

As previously described, on September 30, 2020, the exercise in fullCompany completed its spin-off of BBX Capital.  As a result of the Company’s options with respect to allspin-off, BBX Capital, which previously was a wholly owned subsidiary of the BBX Capital RSUsCompany, became a separate public company. The spin-off separated the Company’s investment in Bluegreen, which continues to be held by the Company, from the Company’s other businesses and investments, including BBX Capital RSU HoldersReal Estate, LLC (“BBX Capital Real Estate”), BBX Sweet Holdings, LLC (“BBX Sweet Holdings”) and Renin Holdings, LLC (“Renin”), which vested on September 30, 2015 and (b)are held by BBX Capital.  The Company no longer holds any ownership interest in BBX Capital.  Rather, the issuance of sharesshareholders of the Company’s Class B Common Stock in exchange therefor.   In connection with this option exercise, on September 30, 2015, the Company issued a total of 1,218,476 shares of its Class B Common Stock to the BBX Capital RSU Holders and received a total of 221,821 shares of BBX Capital’s Class A Common Stock in exchange therefor.  The share exchanges were effected simultaneously with the vestingas of the applicable BBX Capital RSUs on September 30, 2015 and were basedclose of business on the closing prices ofrecord date for the Company’s Class B Common Stock and BBX Capital’s Class A Common Stock on September 29, 2015 of $2.88 per share and $15.82 per share, respectively. The following table sets forth the number of shares of the Company’s Class B Common Stock issued to each BBX Capital RSU Holder on September 30, 2015 and the numberdistribution of shares of BBX Capital’s Class A Common Stock whichstock in connection with the spin-off became the shareholders of BBX Capital upon consummation of the spin-off.

In connection with the spin-off of BBX Capital, the Company receivedentered into a Separation and Distribution Agreement, an Employee Matters Agreement, a Transition Services Agreement, and a Tax Matters Agreement with BBX Capital on September 25, 2020. The Separation and Distribution Agreement governed the separation of businesses, including the assignment of assets and assumption of liabilities, between the Company and BBX Capital in exchange therefor.connection with the spin-off.  The Employee Matters Agreement, Transition Services Agreement, and Tax Matters Agreement relate to the operations of the Company and BBX Capital as separate companies, and the relationship between them, after the spin-off. The Employee Matters Agreement sets out the respective rights, responsibilities and obligations of the Company and BBX Capital with respect to the transfer of certain employees of the businesses of BBX Capital and related matters, including benefit plans, terms of employment, retirement plans and other employment-related matters. Under the Employee Matters Agreement, BBX Capital or its subsidiaries generally assumed or agreed to retain responsibility as employer of employees whose duties primarily relate to their respective businesses as well as all obligations and liabilities with respect thereto. The Tax Matters Agreement generally sets out the respective rights, responsibilities and obligations of the Company and BBX Capital with respect to taxes (including taxes arising in the ordinary course of business and taxes incurred as a result of the spin-off), tax attributes, tax returns,

tax contests and certain other related tax matters. The Transition Services Agreement generally sets out the respective rights, responsibilities and obligations of the Company and BBX Capital with respect to the support services provided to one another after the spin-off as may be necessary to ensure the orderly transition under the Separation and Distribution Agreement. The Transition Services Agreement establishes a baseline charge for certain categories or components of services to be provided, which is at cost unless the parties mutually agree to a different charge. The Transition Services Agreement will continue in effect until terminated by either party with respect to any or all services provided thereunder at any time upon 30 days prior written notice to the other party. During the years ended December 31, 2021 and 2020, BBX Capital reimbursed the Company $0.1 million and $0.3 million, respectively, under the Transition Services Agreement.



On May 8,In connection with the Company’s spin-off of BBX Capital, the Company issued a $75 million promissory note in favor of BBX Capital. Amounts outstanding under the note accrue interest at a rate of 6% per annum. The note requires payments of interest only on a quarterly basis; provided, however, that interest payments may be deferred at the option of the Company, with interest on the entire outstanding balance thereafter to accrue at a cumulative, compounded rate of 8% per annum until such time as the Company is current on all accrued payments under the note, including deferred interest. All outstanding amounts under the note will become due and payable on September 30, 2025, or earlier upon certain events. During the years ended December 31, 2021 and 2020, the Company recognized $4.5 million and $1.1 million, respectively, of interest expense under the note. In December 2021, the Company repaid $25.0 million of the note payable to BBX Capital, leaving a remaining balance as of December 31, 2021 of $50.0 million. 

The Company and BBX Capital share office space at offices located in Fort Lauderdale, Florida. Prior to November 2021, the space was leased by the Company, and BBX Capital reimburses the Company for payments under the lease, other than 20% of the rental payments under the lease (approximately $200,000 per year) which was borne by the Company. Since November 2021, the space has been leased by BBX Capital, and the Company reimburses for 20% of the rental payments under the lease (approximately $200,000 per year).

During 2015, the Company, Woodbridge, Bluegreen, BBX Capital, Woodbridge, Bluegreen and their respective subsidiaries entered into an Agreement to Allocate Consolidated Income Tax Liability and Benefits (the “Consolidated Tax Agreement”) pursuant to which, among other customary terms and conditions, the parties agreed to file consolidated federal tax returns. Pursuant to the Consolidated Tax Agreement,agreement, the parties calculate their respective income tax liabilities and attributes as if each of them were a separate filer. If any tax attributes are used by another party to the Consolidated Tax Agreementagreement to offset its tax liability, the party providing the benefit will receive an amount for the tax benefits realized. In 2020, the Company provided a $8.0 million refund to Bluegreen pursuant to this agreement. In 2021, Bluegreen paid the Company $29.1 million pursuant to this agreement. This agreement was terminated with respect to the subsidiaries of the Company other than Woodbridge and Bluegreen in connection with the Company’s spin-off of BBX Capital on September 30, 2020.

During the year ended December 31, 2015,2020, Bluegreen paid the Company $19.2approximately $1.5 million pursuantfor management advisory, risk management, administrative and other services, and paid subsidiaries of BBX Capital (which at the time were indirect subsidiaries of the Company) approximately $0.1 million for management advisory services. During the year ended December 31, 2021, Bluegreen paid BBX Capital approximately $1.2 million for management advisory, risk management, administrative and other services.

Prior to the Consolidated Tax Agreement.

TheCompany’s spin-off of BBX Capital on September 30, 2020, the Company payspaid Abdo Companies Inc. approximately $25,520 per month in exchange for Abdo Companies, Inc.’s provision of certain management services. Following the completion of the spin-off, Abdo Companies now provides these services to both BBX Capital and the Company, and the monthly payment totaling approximately $25,520 to Abdo Companies is paid 50% by each of BBX Capital and the Company. John E. Abdo, the Company’s Vice Chairman of each of the Company, Bluegreen and BBX Capital, is the principal shareholder and Chief Executive Officer of Abdo Companies, Inc.Companies.

EXECUTIVE COMPENSATION

compensation Discussion and AnalysisSummary Compensation Table



Executive Summary

The structure of the Company’s executivetable below sets forth information regarding compensation program is intended to reflect the entrepreneurial nature of the Company’s business and its focus on long-term value creation. Performance and long-term value creation are sought to be rewarded through the components of the Company’s executive compensation program, including annual cash bonuses and stock awards that are earned over a multi-year period.

The Company’s principal holdings include its 81% equity interest in BBX Capital and its 54% equity interest in Woodbridge, which owns 100% of Bluegreen. During 2015, the Company’s financial results benefited from the accomplishment at BBX Capital and Bluegreen of numerous strategic objectives, including the following.

These and other accomplishments during 2015 generated positive financial results for the Company, including significant increases in consolidated revenues, net income, earnings per share and the Company’s book value, as well as an approximately 6.0% increase in the market price of the Company’s Class A Common Stock from December 31, 2014 through December 31, 2015.

The Compensation Committee monitored achievement of these strategic initiatives and other factors during the year. As a result of that process, the Compensation Committee determined that the Named Executive Officers substantially accomplished many of the objectives established for them in 2015. Accordingly, the Compensation Committee approved the payment of cash bonuses and made grants of restricted stock awards that are scheduled to vest over the next four years. Additional details are provided below; see especially “Annual Incentive Program” and “Long-Term EquityCompensation.”

Named Executive Officers

The following individuals were the Named Executive Officers (“NEOs”) of the Company during 2015:

Alan B. Levan resigned as Chairman, Chief Executive Officer and President, and as a director of the Company, effective December 22, 2015, but remains employed by, the Company in a non-executive position as Founder and provides strategic advice to management and the Board of Directors of the Company. Jarett S. Levan, Executive Vice President of the Company, was appointed Acting Chairman, Chief Executive Officer and President of the Company, effective December 22, 2015. Mr. Jarett Levan is the son of Mr. Alan Levan.

John K. Grelle retired on March 17, 2015. Raymond S. Lopez was appointed to succeed Mr. Grelle as the Company’s Executive Vice President, Chief Financial Officer and Chief Accounting Officer, effective March 17, 2015.

Compensation Committee Oversight of Executive Compensation

The Compensation Committee of the Company’s Board of Directors administers the compensation program for the Company’s executive officers. The Compensation Committee evaluates and approves the base salaries, annual bonuses and equity awards and other compensation elements for each Named Executive Officer, including the Chief Executive Officer. The Compensation Committee also reviews and approves the Company’s executive compensation plans and policies.

The Compensation Committee’s charter reflects these responsibilities, and the Compensation Committee and the Board annually review and, if appropriate, revise the charter (or, in the case of the Compensation Committee, recommend to the full Board of Directors revisions to the charter). The Board determines the Compensation Committee’s membership, which is composed entirely of independent directors under applicable law, including the specific independence requirements for compensation committee members. As previously described the Board of Directors used the independence requirements set forth in the listing standards of the NYSE in connection with its independence determinations. The Compensation Committee meets at regularly scheduled times during the year, and it may also hold specially scheduled meetings and take action by written consent. When necessary or requested, the Chairman of the Compensation Committee reports at Board meetings on Compensation Committee actions and recommendations.

Executive Compensation Consultants

The Compensation Committee has the authority to engage and retain executive compensation consultants and other advisors to assist with its deliberations. During 2015, the Compensation Committee did not engage the services of an executive compensation consultant.

Role of Management in Executive Compensation Decisions

The Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation of the Named Executive Officers. The Compensation Committee makes all compensation decisions for the Named Executive Officers, and the Compensation Committee reviews and approves recommendations regarding equity awards under the Company’s equity compensation plans. In reviewing the recommendations of the Chief Executive Officer, the Compensation Committee can exercise its discretion to approve, not approvepaid or modify, upward or downward, any amounts or awards recommended by the Chief Executive Officer.

Consideration of Advisory Votes on Executive Compensation

At the Company’s 2013 Annual Meeting, holders of shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 95% of votes cast voted in favor of the compensation provided to the Company’s Named Executive Officers for 2012. The Compensation Committee was pleased with the shareholders’ favorable endorsement of the Company’s executive compensation program.

In addition, at the Company’s 2013 Annual Meeting, holders of shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 95% of the votes cast voted in favor of holding non-binding advisory votes on Named Executive Officer compensation every three years. The Board also believes that the say on pay proposal should be presented to a vote of the Company’s shareholders every three years because, among other things, a three-year period will allow the Company’s shareholders to better judge the Company’s executive compensation program in relation to performance over time and a three-year period will provide the Board with sufficient time to thoughtfully consider shareholder input, including voting results, and to effectively implement any changes to the Company’s executive compensation program it deems appropriate. Accordingly, the Company did not hold an advisory vote on executive compensation at its 2014 or 2015 Annual Meetings. As previously described, the Company will hold an advisory vote on executive compensation at this year’s Annual Meeting. See “Proposal No. 2 - Non-Binding Advisory Vote on Named Executive Officer Compensation (Say on Pay).”

Although the advisory votes on executive compensation are not binding on the Company, the Compensation Committee intends to consider the outcomes of shareholder votes, as well as other feedback it may receive from shareholders regarding the compensation of Named Executive Officers.

Executive Compensation Philosophy and Objectives

The Company’s compensation program for executive officers consists of a base salary, cash bonuses under the Company’s annual incentive program, periodic grants of stock options or restricted stock awards, and health and welfare benefits.

The Compensation Committee believes that an effective executive compensation program should:

From time to time, the Compensation Committee reviews market data, but the Compensation Committee does not manage salaries or other components of executive compensation toward a specific market target. This is due to, among other things, the limited number of publicly traded companies comparable to the Company in terms of size and scope, as well as the entrepreneurial nature of the Company, the variability of performance across the Company’s holdings, and the Company’s focus on long-term value creation. Market information, when considered, is used to provide a context and frame of reference for making decisions.

Each of the Named Executive Officers also holds (or held, in the case of Alan B. Levan and John K. Grelle) an executive position at BBX Capital. During 2015, as in prior years, the Company’s Named Executive Officers also received compensation from BBX Capital for their services on behalf of BBX Capital, in addition to the compensation provided to them by the Company. See “Summary Compensation Table” for additional information. While the Compensation Committee does not determine the compensation paid by BBX Capital, the Compensation

Committee considers the fact that the Named Executive Officers allocate a portion of their time to BBX Capital when determining the compensation paid to them by the Company.

As described below under “Employment Agreements,” each of the Named Executive Officers, including Jarett S. Levan, the Company’s Acting Chief Executive Officer, and Alan B. Levan, the Company’s former Chief Executive Officer, have (or had in the case of John K. Grelle) employment agreements with the Company. The employment agreements, among other things, provide the structure of the compensation to be paid to themaccrued by the Company, including payments to which they may be entitled in connection with termination of their employment under certain circumstances such as following a “Change in Control” of the Company.

Components of Executive Compensation

The Company’s compensation programBluegreen, for the Named Executive Officers has been structured with a goal of achieving the objectives outlined above under “Executive Compensation Philosophy and Objectives.” For the fiscal yearyears ended December 31, 2015, the principal components of compensation for the Named Executive Officers were:

Base Salary

Base salaries enable the Company2021 and 2020 to attract and retain leadership talent and are determined considering the applicable executive’s skills, experience, performance and potential relative to the responsibilities of his position.

The Compensation Committee believes that the base salaries paid by the Company are competitive with broad market practices basedor on periodic reviews of market data, trends in pay practices and the responsibilitiesbehalf of, the Namedfollowing persons (collectively, the “Named Executive Officers. The Compensation Committee annually reviews the base salaries of the Named Executive Officers and makes decisions about any base salary increases after evaluating the Company’s performance and each executive officer’s contribution to those results. The Compensation Committee’s review also includes, among other things, the functional and decision-making responsibilities of each executive, the significance of an executive officer’s specific area of individual responsibility to the Company’s financial performance and strategic goals, and the contribution, experience and work performance of the executive officer relative to the Compensation Committee’s expectations as well as to other executive officers within the Company. The Compensation Committee also considers any recommendations from the Chief Executive Officer for adjustments to the base salaries of the other Named Executive Officers. Under the terms of their respective employment agreements, the base salary of a Named Executive Officer may not be decreased without his consent.

During March 2015,Officers”): Alan B. Levan, the Company’s then-serving Chief Executive Officer, recommended base salary increases at the Company for Jarett S. Levan and Seth M. Wise. After considering that recommendation and the performance, skills, achievements and potential of Messrs. Jarett Levan and Seth Wise, the Compensation Committee approved a $75,000 increase to the respective annual base salaries of Messrs. Jarett Levan and Seth Wise, bringing each of their annual base salaries to $450,000.

During March 2015, Raymond S. Lopez succeeded John K. Grelle as the Company’s Executive Vice President, Chief Financial Officer and Chief Accounting Officer. As described in further detail below under “Employment Agreements,” the Compensation Committee approved an initial annual base salary for Mr. Lopez of $174,500. The Compensation Committee did not make any base salary adjustments for the Company’s executive officers for 2016. As previously described, Mr. Alan Levan resigned as Chairman, Chief Executive Officer and President of the Company, effective December 22, 2015, but continues to serve the Company in the non-executive position of Founder and strategic advisor. In connection with such change in Mr. Alan Levan’s role, his annual base salary was decreased from $750,000 to $350,000.

For additional information related to the Compensation Committee’s decisions regarding Chief Executive Officer compensation, see “Chief Executive Officer Compensation” below.

Annual Incentive Program

The Company’s annual incentive program seeks to encourage high performance by providing executives the opportunity to earn cash bonuses based on achievement of the Company’s strategic and financial initiatives.

Under the Company’s 2015 annual incentive program, the Compensation Committee approved a set of strategic initiatives considered to be important to the success of the Company, including its long-term business strategy, and to reflect Company priorities for the year. For 2015, the Compensation Committee approved the following strategic initiatives:

No objective financial targets or formulas for establishing bonus pay were established and no weight or other specific priority was given to any strategic initiative, but rather the strategic initiatives were to be considered by the Compensation Committee, together with the performance of the Named Executive Officer during the year and his role and responsibility with respect to the strategic initiatives, in determining the annual bonus payment to each Named Executive Officer. In addition, the Compensation Committee reserved its right to consider other factors in addition to or in lieu of the strategic initiatives when evaluating Company performance after the end of the year and the annual bonus to be paid to the Named Executive Officers for the year.

As described below under “Employment Agreements,” each Named Executive Officer during 2015 was eligible under his employment agreement with the Company to receive an annual bonus payment of up to a specified percentage (200% for each of Messrs. Alan Levan and John Abdo; and 80% for each of Messrs. Jarett Levan and Seth Wise) of his then-current annual base salary. Mr. Lopez’s annual bonus opportunity is equal to 60% of the sum of (i) his annual base salary from the Company plus (ii) 50% of his annual base salary from Bluegreen. Bluegreen currently pays Mr. Lopez an annual salary of $26,000. Accordingly, for 2015, the annual bonus opportunity for each of Messrs. Alan Levan and John Abdo was $1,500,000; the annual bonus opportunity for each of Messrs. Jarett Levan and Seth Wise was $360,000; and the annual bonus opportunity for Mr. Raymond Lopez was $112,500. Mr. John Grelle was not eligible for a 2015 bonus due to his retirement in March 2015. After evaluating the Company’s performance, including specific consideration of strategic initiatives approved by the Compensation Committee, and the contributions and performance of the Named Executive Officers, the Compensation Committee determines the cash bonuses to be paid to the Named Executive Officers, which may be less than or equal to their annual bonus potentials in the discretion of the Compensation Committee.

In January, 2016 the Compensation Committee reviewed the Company’s results relative to each of the strategic initiatives it had established at the beginning of the year as well as the performance of the Named Executive Officers, including in respect of the strategic initiatives. The Compensation Committee noted that during 2015 significant progress had been made with respect to the Company’s business and investment strategy leading to positive results at the Company. In particular, the Compensation Committee noted the following accomplishments during the year.

In addition, with respect to the goal of long-term value creation, the Compensation Committee noted the substantial increase in the Company’s book value. The Compensation Committee also took note of the performance of the Company’s stock price, which increased approximately 6.0% during the year.

Based on the above, in January, 2016, the Compensation Committee approved the payment of cash bonuses to the Named Executive Officers equal to the full amount of their respective annual bonus potentials shown above. The annual cash bonuses paid for 2015 are included in the Bonus column of the Summary Compensation Table below.

Long-Term Equity Compensation

The Company’s long-term equity compensation program seeks to ensure that a significant portion of executive compensation is tied to the performance of the Company’s stock. This serves to align the interests of the Named Executive Officers with those of the shareholders. The Company seeks to accomplish this alignment through periodic, typically annual, grants of stock options and/or restricted stock awards. Awards of stock options and/or restricted stock awards provide the Named Executive Officers with a meaningful ownership interest.

Awards of stock options and restricted stock awards are currently made under the BFC Financial Corporation 2014 Stock Incentive Plan, as amended (the “2014 Stock Incentive Plan”). The adoption of the 2014 Stock Incentive Plan was approved at the Company’s 2014 Annual Meeting by holders of shares of the Company’s Class A Common Stock and Class B Common Stock representing greater than 98% of the votes cast. The 2014 Stock Incentive Plan authorizes the Compensation Committee to grant stock options and restricted stock awards of a total of 9,000,000 shares, including 500,000 shares of the Company’s Class A Common Stock and 8,500,000 shares of the Company’s Class B Common Stock, to Named Executive Officers, non-employee members of the Board of Directors, and other employees of the Company, its parent (if any), subsidiaries or affiliates. No more than 1,500,000 shares in the aggregate may be granted under the 2014 Stock Incentive Plan to any individual in any calendar year.

All awards under the 2014 Stock Incentive Plan are made at the discretion of the Compensation Committee, which has the authority to establish the terms and conditions, such as vesting requirements, the class of common stock covered by, and the performance criteria, if any, of all awards. The Compensation Committee determines whether to make any awards to the Company’s Chief Executive Officer, and, if so, the number of stock options or restricted stock awards to grant, as well as the vesting requirements and any other terms and conditions of the award, including the class of common stock covered by the award. In determining whether to grant any stock options or restricted stock awards to Named Executive Officers other than the Chief Executive Officer, the Compensation Committee considers any recommendations from the Chief Executive Officer. The Compensation Committee may also consider other factors, such as an executive’s level of responsibility, recent performance and expected future

performance, previously granted and still outstanding grants of stock options or restricted stock awards, and the potential value of an award relative to other components of executive compensation.

In recent years, the Compensation Committee has chosen to grant restricted stock awards rather than stock options. The Company has undergone significant changes since 2012, particularly given BBX Capital’s sale of BankAtlantic, its former wholly owned federal savings bank subsidiary, to BB&T Corporation during July 2012, and BBX Capital’s related transition to an entrepreneurial enterprise focused on real estate activities and investments in operating companies. As the transformation continues and as Bluegreen continues to implement and work to expand its “capital-light” business strategy, the Compensation Committee believes that restricted stock awards serve to appropriately reward the executives for the value they may help create. Also, given the Company’s emphasis on achieving sustainable increases in value over the long-term and the objective of aligning executives’ interests with those of shareholders, the Compensation Committee believes that restricted stock awards currently are the most appropriate form of long-term equity compensation for the Named Executive Officers.

In September 2015, the Compensation Committee considered the Company’s and each Named Executive Officer’s performance, including the substantial progress made toward accomplishing many of the strategic initiatives described above. Based on those considerations, the Compensation Committee granted restricted stock awards of the Company’s Class B Common Stock to the Named Executive Officers as follows:

The grant date fair values of these awards are included in the Summary Compensation Table under Stock Awards. These awards are scheduled to vest in 25% increments during each of October 2016, 2017, 2018 and 2019. They are subject to forfeiture if the executive voluntarily terminates all employment with the Company or is terminated by the Company for cause prior to the lapse of restrictions. As previously described, while Mr. Alan Levan has resigned as the Company’s Chairman, Chief Executive Officer and President; John E. Abdo, the Company’s Vice Chairman; and Dustin Tonkin, Executive Vice President, he remains employed by the Company in the role of FounderChief Sales and strategic advisor.

In connection with Mr. Grelle’s retirement on March 17, 2015, the Compensation Committee approved the accelerationMarketing Officer of the vesting of restricted stock awards of 220,500 sharesCompany. In reviewing the following compensation information, please note that compensation for 2020 for Mr. Alan Levan and Mr. Abdo includes compensation paid or accrued by BBX Capital and its subsidiaries, including Renin BBX Capital Real Estate and BBX Sweet Holdings, through the completion of the Company’s Class A Common Stock previously granted to Mr. Grelle.

Benefits

The Named Executive Officers are provided certain benefits, such as medical, dental, life, disability and related insurance coverage, which are substantially the same as those provided to the Company’s other employees. These benefit programs are believed to be competitive with similar programs provided by comparable employers in order to attract and retain talented and qualified employees.

Chief Executive Officer Compensation

The Compensation Committee seeks to structure the Chief Executive Officer’s compensation to reflect the leadership role of such position and to be consistent in terms of its components with the compensation arrangements for other Named Executive Officers. The Chief Executive Officer’s compensation is designed to reward performance, including the achievement of the Company’s long-term strategic plan and other strategic initiatives that may be established from time to time by the Compensation Committee as described above. Accordingly, a majority of the annual compensation paid to the Company’s Chief Executive Officer has in recent years, including in 2015, been comprised of either cash bonuses paid under the annual incentive program or annual grants of long-term equity compensation (most recently in the form of restricted stock awards which are scheduled to vest over a four-year period). The value that the Chief Executive Officer may receive from the long-term equity compensation is directly related to the performance of the Company’s stock and therefore serves to reward performance and align

his interests with those of other shareholders.

Alan B. Levan served as the Chairman of the Board, Chief Executive Officer and President of the Company from its formation in 1978 until his resignation as an executive officer and director on December 22, 2015. He continues to serve the Company in a non-executive role as Founder and strategic advisor to management and the Company’s Board of Directors. In addition, Mr. Alan Levan served as the Chairman of the Board and Chief Executive Officer of BBX Capital from 1994 until his resignation as an executive officer and directorspin-off of BBX Capital on December 22, 2015. He continues to serve BBX Capital in the non-executive role of Founder and strategic advisor to BBX Capital’s management and Board of Directors. Mr. Alan Levan also served as non-executive Chairman of Bluegreen from 2002 until December 2015 and he continues to serve Bluegreen inSeptember 30, 2020.  As a non-executive capacity.

As further described above under “Components of Executive Compensation,” in 2015 the Compensation Committee took the following actions in regard to Mr. Alan Levan’s compensation for his service as the Company’s Chief Executive Officer:

In making these decisions, the Compensation Committee considered the strategic initiatives accomplished during 2015 and described above. The Compensation Committee also considered the transformation at BBX Capital that began in 2012 following its sale of BankAtlantic at that time and continued through 2015, as BBX Capital evolved from a bank holding company to an entrepreneurial enterprise focused on real estate activities and investments in operating companies. In addition, the Compensation Committee noted the positive performance at Bluegreen, including the continued implementation and expansion of Bluegreen’s “capital-light” business strategy.

Although Mr. Alan Levan resigned as Chairmanresult of the Board, Chief Executive Officer and President on December 22, 2015, the Compensation Committee determined it was appropriate to pay him a bonus for 2015 based on the accomplishments of the Company as described above and in recognition of the fact he served as Chief Executive Officer for all but a few days of the year.

Since his resignation as an executive officer and director in December 2015, Mr. Alan Levan has continued to serve the Company in a non-executive role as Founder and strategic advisor to management and the Board of Directors. As noted above, in January 2016 his annual base salary was reduced from $750,000 to $350,000, to reflect the changes in his role. During December 2015, Mr. Alan Levan also resigned as an executive officer and director of BBX Capital but continues to serve BBX Capital in a non-executive role as Founder and strategic advisor. In connection withspin-off, such change in his positions at BBX Capital, Mr. Alan Levan’s annual base salary at BBX Capital has been reduced from $750,000 to $350,000. Mr. Alan Levan also provides services to Bluegreen in a non-executive position andcompensation is compensated directly by Bluegreen for those services. For 2016, Mr. Alan Levan will receive an annual base salary of $600,000 from Bluegreen. Mr. Alan Levan does not have an employment agreement with Bluegreen and did not receive a salary from Bluegreen in 2015.

Jarett S. Levan has served as Acting Chairman, Chief Executive Officer and President of the Company since December 22, 2015. Mr. Jarett Levan has served as Executive Vice President of the Company since 2011 and as a director of the Company since 2009. Mr. Jarett Levan also was appointed by BBX Capital to serve as its Acting Chairman and Chief Executive Officer, effective December 22, 2015. He has served as President of BBX Capital since 2007 and as a director of BBX Capital since 1999. He was the Chief Executive Officer and President of BankAtlantic, BBX Capital’s former federal savings bank subsidiary, until the sale of BankAtlantic in 2012.

During 2015, in his role as Executive Vice President, Jarett Levan received a base salary of $450,000, a cash bonus of $360,000, and a restricted stock award of 388,932 shares of Class B Common Stock, which are scheduled to vest in 25% annual increments beginning in October 2016, as described above. In January 2016, the Compensation Committee determined not to increase or otherwise modify Mr. Jarett Levan’s annual base salary or

annual bonus opportunity in connection with his service as Acting Chairman, Chief Executive Officer and President of the Company; however, the Compensation Committee may determine to do so in the future based on Mr. Jarett Levan’s increased responsibilities in such positions, as well as the other factors described above with respect to the components of Named Executive Officer compensation. Further, the granting of any restricted stock awards or other equity-based awards for 2016 will be determinedno longer paid by the Compensation Committee later in 2016.

Code Section 162(m)

In accordance with Section 162(m) of the Code, the deductibility for federal income tax purposes of compensation paid to certain of the Company’s executive officers in excess of $1.0 million in any year may be restricted. The Compensation Committee considers the potential impact of Section 162(m) of the Code as it makes executive compensation determinations. However, the Compensation Committee believes that a tax deduction is only one of several relevant considerations in setting executive compensation. Accordingly, the Compensation Committee has approved and may in the future approve compensation to executive officers which exceeds the deductibility limits or otherwise may not qualify for deductibility. Compensation paid for 2015 to each Named Executive Officer over $1.0 million is not deductible for federal income tax purposes under Section 162(m) of the Code.

Compensation Committee Report

The following Compensation Committee Report shall not be deemed to be “soliciting material” or to be “ filed” with the SEC or subject to Regulation 14A or 14C promulgated by the SEC, other than as provided in Item 407 of Regulation S-K promulgated by the SEC, or to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that the following Compensation Committee Report be treated as “soliciting material” or specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Summary Compensation Table

The following table sets forth certain summary information concerning compensation which, during 2015, 2014 and 2013, the Company, BBX Capital and Bluegreen paid to or accrued on behalf of the Company’s Named Executive Officers.Company.