UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [  ]

Check the appropriate box:

BFC FinancialBBX Capital Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

BFC Financial

BBX Capital Corporation

401 East Las Olas Boulevard, Suite 800

Fort Lauderdale, Florida 33301

April 28, 201621, 2017

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of BFC FinancialBBX Capital Corporation, which will be held on May 23, 201616, 2017 at 11:00 a.m.1:30 p.m., local time, at the Tower Club, 100 Southeast Third Avenue, One Financial Plaza, Regions Bank of America Building, Community Room (Main Floor), 401 East Las Olas Boulevard,28^th Floor, Fort Lauderdale, Florida 33301.33394.

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.

	Sincerely, Jarett S.
	Alan B. Levan
	Acting Chairman and Chief Executive Officer

BFC FinancialBBX Capital Corporation

401 East Las Olas Boulevard, Suite 800

Fort Lauderdale, Florida 33301

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 23, 201616, 2017

Notice is hereby given that the Annual Meeting of Shareholders of BFC FinancialBBX Capital Corporation (the “Company”) will be held at the Tower Club, 100 Southeast Third Avenue, One Financial Plaza, Regions Bank of America Building, Community Room (Main Floor), 401 East Las Olas Boulevard,28^th Floor, Fort Lauderdale, Florida 33301,33394, on May 23, 2016,16, 2017, commencing at 11:00 a.m.1:30 p.m., local time, for the following purposes:

1.       To elect ninefifteen directors to the Company’s Board of Directors to serve until the Company’s 20172018 Annual Meeting of Shareholders.

2.       To vote, on a non-binding advisory basis, onapprove the compensation of the Company’s Named Executive Officers,BBX Capital Corporation 2014 Incentive Plan, as disclosed in the section of the accompanying Proxy Statement entitled “Executive Compensation.”proposed to be amended and restated.

3.       To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

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, 201612, 2017 are entitled to notice of, and to vote at, the Annual Meeting.

	Sincerely yours, Jarett S.
	Alan B. Levan
	Acting Chairman and Chief Executive Officer

Fort Lauderdale, Florida

April 28, 201621, 2017

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. NO POSTAGE IS REQUIRED FOR THE PROXY CARD IF MAILED IN THE UNITED STATES.

BFC FinancialBBX Capital Corporation

401 East Las Olas Boulevard, Suite 800

Fort Lauderdale, Florida 33301

PROXY STATEMENT

The Board of Directors of BFC FinancialBBX Capital 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 Tower Club, 100 Southeast Third Avenue, One Financial Plaza, Regions Bank of America Building, Community Room (Main Floor), 401 East Las Olas Boulevard,28^th Floor, Fort Lauderdale, Florida 33301,33394, on May 23, 201616, 2017 at 11:00 a.m.1:30 p.m., local 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, 2016.21, 2017.

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 ninefifteen directors to the Company’s Board of Directors. In addition,Directors, each for a term expiring at the Company’s 2018 Annual Meeting of Shareholders. The shareholders will also be asked at the Annual Meeting to vote, on a non-binding advisory basis, onapprove the compensationBBX Capital Corporation 2014 Incentive Plan, as proposed to be amended and restated (the “Incentive Plan”). As described in further detail in this Proxy Statement, the proposed amendments to the Incentive Plan include amendments which would (a) increase the number of shares of the Company’s Named Executive Officers (as hereinafter defined), as disclosedClass B Common Stock available for grant under the Incentive Plan from 8,500,000 shares to 9,500,000 shares, resulting in an increase in the sectiontotal number of this Proxy Statement entitled “Executive Compensation.” Additionally,shares of the Company’s Class A Common Stock and Class B Common Stock available for grant under the Incentive Plan from 9,000,000 shares to 10,000,000 shares, (b) allow for the grant of performance-based cash awards in addition to stock-based awards under the Incentive Plan, (c) add book value to the list of permitted performance-based goals under the Incentive Plan, and (d) set the maximum amount of performance-based awards that can be paid under the Incentive Plan to any one Section 162(m) officer (as defined below) in any one calendar year at $12,000,000. In addition, 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 performance during the year ended December 31, 20152016 and to 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, 201612, 2017 (the “Record Date”) may vote at the Annual Meeting. As of the close of business on the Record Date, 74,670,51985,896,527 shares of the Company’s Class A Common Stock and 13,718,92816,754,009 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 both the election of directors and with respectthe proposal to approve the non-binding advisory vote on Named Executive Officer compensation.Incentive Plan. Additionally, in most cases, holders of the Company’s 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 of the Company’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 19.3018.18 votes on each matter.

As described in further detail below, in addition to the approval of the holders of the Company’s Class A Common Stock and Class B Common Stock as one class, approval of the Incentive Plan requires the approval of the holders of the Company’s Class B Common Stock, voting as a separate class. Such approval of the holders of the Company’s Class B Common Stock will constitute the approval required by the Company’s Amended and Restated Articles of Incorporation of the issuance of the additional shares of the Company’s Class B Common Stock pursuant to options and restricted stock awards which may be granted under the Incentive Plan, as proposed to be amended and restated.

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. To act on the proposal to approve the Incentive Plan, holders of a majority of the shares of the Company’s Class B Common Stock outstanding as of the close of business on the Record Date are also required to be present at the meeting, in person or by proxy.

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?

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 or by transmitting your voting instructions by telephone or internet as described on the enclosed proxy card. You may also vote your shares at the Annual Meeting by completing a ballot at the Annual Meeting.

If you hold your shares in “street name,” you must vote your shares in the manner prescribed by your broker, bank or other nominee. 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?

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 ofproposal to approve the Company’s Named Executive Officers.Incentive Plan. The proposal relatingto approve the Incentive Plan, including information regarding the proposed amendments to the compensation of the Company’s Named Executive OfficersIncentive Plan, is described in this Proxy Statement beginning on page 37.38.

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 Named Executive Officers.Incentive Plan.

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 Named Executive Officers.Incentive Plan. 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 attendinternet, or by attending the Annual Meeting and votevoting in person. 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 to the election of directors, the affirmative vote of a plurality of the votes cast at the Annual Meeting by the holders of the Company’s Class A Common Stock and Class B Common Stock as one class is required for a director nominee to 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 compensationWith respect to the proposal to approve the Incentive Plan, the affirmative vote of a majority of the votes cast on the proposal by holders of the Company’s Named Executive OfficersClass A Common Stock and Class B Common Stock voting together as one class, as well as the affirmative vote of holders of a majority of the outstanding shares of the Company’s Class B Common Stock will be approved,required for approval. Since abstentions are treated for these purposes as votes cast on the proposal, abstentions will effectively count as votes against approval of the Incentive Plan. As described in further detail in this Proxy Statement, under the Company’s Amended and Restated Articles of Incorporation, approval of the holders of the Company’s Class B Common Stock is required in order to issue the additional shares of the Company’s Class B Common Stock authorized for grant under the Incentive Plan, as proposed to be amended and restated. A vote in favor of approval of the Incentive Plan by the holders of the Company’s Class B Common Stock will also be deemed to constitute a non-binding advisory basis,vote in favor of the approval required by the Company’s Amended and Restated Articles of Incorporation of the issuance of the additional shares of the Company’s Class B Common Stock pursuant to options and restricted stock awards granted under the amended Incentive Plan. Accordingly, a holder of the Company’s Class B Common Stock should only vote in favor of the Incentive Plan if the votes cast forholder wishes to approve both the proposal exceedIncentive Plan and issuance of additional shares of Class B Common Stock which may be issued under the votes cast against the proposal.  amended Incentive Plan.

AbstentionsShareholder approval of the Incentive Plan will not have any impact on this proposal, although they willalso constitute shareholder approval of the performance goals for use in regard to performance-based awards which may be countedgranted under the Incentive Plan from time to time, including 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 proposal is advisory and will not be binding uponSection 162(m) of the Company, the BoardInternal Revenue Code of Directors or the Compensation Committee.1986, as amended (the “Code”).

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, your broker, bank or other nominee may only vote your shares in its discretion on “routine matters.” Neither the proposal relating to the election of directors nor the proposal relating to approve the compensation of the Named Executive OfficersIncentive Plan is considered a “routine matter” under applicable rules and regulations. 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”) but does not have discretion to vote on other matters at the meeting (“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.

Determination of Director Independence

The Company’s Board of Directors has determined that Norman H. Becker, Steven M. Coldren, Darwin Dornbush, Willis N. Holcombe, Oscar Holzmann, Alan J. Levy, Joel Levy, William Nicholson, andAnthony P. Segreto, Neil Sterling and Charlie C. Winningham, II, who together comprise a majority of the Board, are independent. For purposes of making its independence determinations, the Board of Directors used the definition of “independence” set forth in the listing standards of the New York Stock Exchange (the “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 or 2% of such entity’s consolidated gross revenues; and (iii) investments by directors in common with each other or the Company. Additionally,In addition, with respect to Mr. Holzmann,Coldren, the Board of Directorsspecifically discussed and considered that his daughterhe is the President of Business Information Systems, Inc., a company which currently leases (and, since 1985, has leased) office space from Abdo Companies, Inc., of which John E. Abdo, the Company’s Vice Chairman is President, for approximately $84,000 per year, which 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,reported to the Board to approximate the market rate. The Board determined that this relationship did not constitute a joint venture entity owned 19% by the Company and 81% by BBX Capital Corporation (“BBX Capital”), through acquisition subsidiaries, acquired substantially all of the assets of Renin Corp. 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.material relationship that would impair Mr. Coldren’s 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.bbxcapital.com, and each is available in print, without charge, to shareholders.

The Board met nineteen17 times during 2015.2016. Each member of the Board of Directors attended at least 75% of the total number of meetings of the Board held while such director was on the Board and meetings of the committees on which he served during 2015.2016. The Company has no formal policy requiring directors to attend the Company’s annual meeting of shareholders. FiveEight of the Company’s nine then-serving directors attended the Company’s 20152016 Annual Meeting of Shareholders.

The Audit Committee

During 2016, the Audit Committee was comprised of Joel Levy, Chairman, Oscar Holzmann and William Nicholson serve as the members ofNicholson. In addition, Norman H. Becker and Steven M. Coldren were added to the Audit Committee.Committee during January 2017. The Board has determined that each member of Messrs. Joel Levy, Holzmann and Nicholsonthe Audit Committee is “financially literate” and “independent,” within the meaning of applicable Securities and Exchange Commission (“SEC”) rules and regulations, and that each of Messrs. Joel Levy, Becker and Holzmann is qualified as an “audit committee financial expert,” as defined under Item 407 of Regulation S-K promulgated by the SEC. The Audit Committee met nineeight times during 2015.2016.

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 the Audit Committee is included in this Proxy Statement on page 39.47.

The Compensation Committee

During 2016, the Compensation Committee was comprised of Neil Sterling, Chairman, Darwin Dornbush and William Nicholson serve as the members ofNicholson. In addition, Steven M. Coldren and Willis N. Holcombe were added to the Compensation Committee.Committee during January 2017. 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 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and an “outside director,” as defined for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).Code. The Compensation Committee met sevensix times during 2015.2016.

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 equity-based compensation plans.

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. During 2016, Pearl Meyer & Partners, LLC, a third party compensation consultant, was engaged by the Compensation Committee to assist the Compensation Committee with respect to its review and determinations of the compensation of the Company’s executive officers, including the restricted stock awards and cash bonuses issued or paid to the Company’s executive officers during December 2016 as described in further detail below under “Executive Compensation.”

A report from the Compensation Committee is included in this Proxy Statement on page 22.26.

The Nominating/Corporate Governance Committee

During 2016, the Nominating/Corporate Governance Committee was comprised of Oscar Holzmann, Chairman, Alan J. Levy and Neil Sterling serve as the members ofSterling. During January 2017, the Nominating/Corporate Governance Committee.Committee was reconstituted so that it currently consists of Steven M. Coldren, Chairman, Oscar Holzmann, Anthony P. Segreto and Neil Sterling. The Board has determined that each member of Messrs. Holzmann, Alan Levy and Sterlingthe Nominating/Corporate Governance Committee is “independent”.“independent.” The Nominating/Corporate Governance Committee met threetwo times during 2015.2016.

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.

The Nominating/Corporate Governance Committee reviews, following the end of the Company’s fiscal year, 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.

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 meeting of shareholders 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 20172018 Annual Meeting of Shareholders, the Company must receive shareholder notice of a director nomination (i) between January 23, 201716, 2018 and February 22, 201715, 2018 or (ii) if the Company’s 20172018 Annual Meeting of Shareholders is held more than 30 days before or after May 23, 2017,16, 2018, 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. The fundamental responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director believes 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 the dual position 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,2015, and he was reappointed as Chairman and Chief Executive Officer of the Company during February 2017. During the interim period, 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 serveserved as the Company’s Acting Chairman, and Chief Executive Officer. Mr. Alan Levan remains with the Company in the non-executive role of FounderOfficer and focuses on strategic planning as an advisor to management and the Board of Directors.President. Mr. Jarett Levan iscontinues to serve as President of the son of Mr. Alan Levan.Company.

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 that the Board is provided 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 the risks that it 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 proper foundation and oversight perspective with respect to management of the material risks facing the Company.

Executive Sessions of Non-Management Directors

During 2015,2016, 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 Sterling was the presiding director for the executive sessions. The non-management directors have scheduled future meetings to be held at least annually, and may schedule additional meetings without management present as they 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 Secretary at the Company’s principal executive offices at 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301. 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.

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 on the Company’s website atwww.bfcfinancial.comwww.bbxcapital.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, Steven M. Coldren, Darwin Dornbush, Willis N. Holcombe 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.

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, except as described below, all filing requirements under Section 16(a) of 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, 2015.2016. On March 22, 2017, a Form 4 was filed to report the exercise by Oscar Holzmann of options to purchase 25,148 shares of the Company’s Class A Common Stock on November 29, 2016. As reported in such Form 4, the option exercise was a cashless exercise pursuant to which Mr. Holzmann surrendered to the Company 2,611 shares of the Company’s Class A Common Stock as payment of the exercise price.

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 fifteen 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. The Board of Directors currently consists of ninefifteen directors.

All ninefifteen 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 20172018 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

Jarett S.Mr. Alan Levan, age 42, was appointed Acting72, 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 duringor its predecessors. From 1994 until December 2015. He has served as a member of the Company’s Board of Directors since September 2009 and was appointed to serve as Executive Vice President of the Company during April 2011. Mr. Jarett Levan is the President and a director of BBX Capital, and2015, he was appointed Acting Chairman and Chief Executive Officer of BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.) (together with its successor by merger, BBX Capital Florida LLC, “BCC”), which merged with and into a wholly owned subsidiary of the Company during December 2015. He served2016 (the “BCC Merger”). 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 Presidentstrategic advisor to the Company’s Board of Directors. He also served as Founder and strategic advisor to the Board of Directors of BCC during that time and currently serves as its Chairman and Chief Executive Officer. In addition, Mr. Alan Levan served as Chairman of BankAtlantic, BCC’s former federal savings bank subsidiary, from 1987 until July 2012 when BCC sold BankAtlantic was sold to BB&T Corporation (“BB&T”). In addition, from 2002 until December 2015, Mr. JarettAlan Levan served as Chairman of Bluegreen Corporation (“Bluegreen”), in which the Company, indirectly through its wholly-owned subsidiary, Woodbridge Holdings, LLC (“Woodbridge”), holds a 100% equity interest. 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 pursuant to a cash merger transaction between the companies. Mr. Alan Levan also servesserved as a director of Business forBenihana Inc. (“Benihana”) until August 2012. The Company had a significant investment in Benihana until August 2012 when Benihana was acquired by Safflower Holdings Corp. Mr. Alan Levan is the ArtsChairman of Broward, the Broward Center for the Performing Arts, the Fort Lauderdale Museum of Art, the CommunityBBX Capital Foundation, of Broward, the Greater Fort Lauderdale Alliance, the Broward Workshop, the Broward County Cultural Council and the Ambassadors Boarda Trustee of Nova Southeastern University.University, Chairman of Nova Southeastern University’s Finance Committee, Co-Founder and Chairman of the Nova Southeastern University Susie and Alan B. Levan Ambassadors Board, and a director of the Broward Workshop. The Company’s Board of Directors believes that Mr. Jarett Levan’sAlan Levan is a strong operating and management experience, including his executive and directorthat his proven leadership skills enhance the Board and the Company. The Board also believes that Mr. Alan Levan’s positions at BBX Capitalthe Company and other affiliates andits subsidiaries allow him to provide insight to the Board with respectcritical insight regarding the business and prospects of the organization.

1 Mr. Alan Levan’s term as a director of the Company excludes the period from December 2015 through February 2017 during which Mr. Alan Levan was not a director of the Company but served as Founder of the Company and strategic advisor to the Company’s business and affairs.Board. During such period, Mr. Jarett Levan served as Acting Chairman of the Board.

John E. Abdo, age 72,73, has served as Vice Chairman of the Company since 1993 and Vice Chairman of BBX CapitalBCC since 1994. He 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”).Bluegreen. Mr. Abdo has 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., and a member of the Board of Directors and certain committees, including the Finance Committee, of the Performing Arts Center Authority (“PACA”) and. Additionally, Mr. Abdo is the former 20-year President, and current director and Chairmanmember of the FinanceInvestment Committee of the Broward Performing Arts Foundation.Foundation (“BPAF”). Mr. Abdo also served as the Vice Chairman of the Board of Directors of Benihana until August 2012. 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.

Jarett S. Levan, age 43, served as Acting Chairman, Chief Executive Officer and President of the Company from December 2015 to February 2017 and continues to serve as President of the Company. He has served as a member of the Company’s Board of Directors since September 2009 and was Executive Vice President of the Company from April 2011 until December 2015. He is also the President of BCC, and served as its Acting Chairman and Chief Executive Officer from December 2015 until the completion of the BCC Merger in December 2016. Mr. Jarett Levan also served as a director of BCC since 1999 and was the Chief Executive Officer and President 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 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 and the Broward Workshop. Mr. Jarett Levan is also a member of the Nova Southeastern University Susie and Alan B. Levan Ambassadors Board. The Company’s Board of Directors believes that Mr. Jarett Levan’s operating and management experience, including his positions with the Company’s subsidiaries and affiliates, allow him to provide insight to the Board with respect to the Company’s business and affairs.

Norman H. Becker, age 79, was appointed to the Company’s Board of Directors in connection with the completion of the BCC Merger during December 2016 after serving as a director of BCC since 2013. Mr. Becker is currently, and has been for more than ten years, self-employed as a Certified Public Accountant. Mr. Becker was the Chief Financial Officer and Treasurer of Proguard Acquisition Corp. as well as a member of its Board of Directors until his resignation from such positions during June 2012. Mr. Becker was previously a partner with Touche Ross & Co., the predecessor of Deloitte & Touche LLP, for more than ten years. He has served as a director of Bluegreen since 2003. He also served as a director of Benihana until August 2012. The Board believes that Mr. Becker provides valuable insight to the Board based on his business, financial and accounting expertise and that his accounting and financial knowledge make him a valuable resource for the Audit Committee.

Steven M. Coldren, age 69, was appointed to the Company’s Board of Directors in connection with the completion of the BCC Merger during December 2016 after serving as a director of BCC or its predecessor since 1986. Mr. Coldren is the President/Founder of Business Information Systems, Inc., a distributor of commercial recording systems since 1982. Until 2004, Mr. Coldren was also Chairman of Medical Information Systems, Corp., a distributor of hospital computer systems. The Board believes that Mr. Coldren’s business and financial experience as the President/Founder of Business Information Systems and Chairman of Medical Information Systems, combined with his knowledge of BCC’s business as a consequence of his long history of service as a director of BCC, are valuable to the Board.

Darwin Dornbush, age 86,87, 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. 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 memberships on public company boards.

Dr. Holcombe, age 71, was appointed to the Company’s Board of Directors in connection with the completion of the BCC Merger during December 2016 after serving as a director of BCC since 2003. Dr. Holcombe served as the Chancellor of the Florida College System from October 2007 until his retirement from that position in November 2011 and as interim President of Florida State College at Jacksonville from January 2013 through December 2013. He previously served as the President of Broward Community College from January 1987 until January 2004, as well as interim President from November 2006 to July 2007. Dr. Holcombe also served as a director on the Florida Prepaid College Board from January 2008 through November 2011. The Board believes that Dr. Holcombe’s academic background and management acumen, including his previous service as Chancellor of the Florida College System, give him a unique perspective to provide meaningful insight to the Board. The Board also believes that it benefits from Dr. Holcombe’s knowledge of, and relationships within, the South Florida community.

Oscar Holzmann, age 73,74, has been an Associate Professor of Accounting at the University of Miami School of Business since 1980. He received his Ph.D. in Business Administration from Pennsylvania State University in 1974. The Company’s Board of Directors believes that Mr. Holzmann’s background gives him a unique perspective and position to contribute to the Board. His accounting and financial knowledge also make him a valuable member of the Company’s Audit Committee.

Alan J. Levy, age 76,77, is the founder and, since 1980, has served as the President and 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.

Joel Levy, age 76,77, 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. The Company’s Board of Directors believes that Mr. Levy’s experience relating to the real estate industry gained from his executive positions at Adler Group and JLRE Consulting 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.

William Nicholson, age 70,71, has served as a principal of Heritage Capital Group, an investment banking firm, since May 2010.2010, and as its Chief Compliance Officer since 2012. He also served as a principal of Heritage Capital Group from December 2003 through March 2009. In addition, since 2004, Mr. Nicholson has served as President of WRN Financial Corporation. He was also the Managing Director of BSE Management, LLC from March 2009 through April 2010. 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.

Anthony P. Segreto, age 67, was appointed to the Company’s Board of Directors in connection with the completion of the BCC Merger during December 2016 after serving as a director of BCC since 2012 and an advisory director of BCC from 2009 until 2012. Mr. Segreto formerly served as a news anchor on NBC’s South Florida affiliate for 40 years and is an active member of the South Florida community. He serves on the Boards of Directors of the Dan Marino Foundation, the Boys and Girls Club of Broward, 211 Broward and Forever Family, and he is the spokesperson for the Make-A-Wish Foundation and St. Jude’s Children’s Research Hospital. Mr. Segreto also serves on the Advisory Board of the Nova Southeastern University H. Wayne Huizenga School of Business and Entrepreneurship, and he is a member of the Orange Bowl Committee and the Board of Directors of the Miami Sports Commission, among other civic activities. Mr. Segreto also served as a consultant to BankAtlantic from October 2009 until the completion of the sale of BankAtlantic to BB&T during July 2012. The Board believes that it benefits from Mr. Segreto’s recognition, relationships and community involvement within the South Florida market.

Neil Sterling, age 64,65, has been the principal of The Sterling Resources Group, Inc., a business development consulting firm, since 1998. He is also the principal 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, the Company’s Board of Directors believes that Mr. Sterling brings strategic insight to the Board, both with respect to the Company’s business and investments as well as emerging business models.

Mr. Winningham, age 84, is a private investor. Mr. Winningham was appointed to the Company’s Board of Directors in connection with the completion of the BCC Merger during December 2016 after serving as a director of BCC or its predecessor since 1976. Mr. Winningham was the President of C.C. Winningham Corporation, a civil engineering and land surveying firm, from 1963 until his retirement in 2003. The Board believes that it benefits greatly from Mr. Winningham’s 40 years of experience in the real estate market. In addition, as a long-serving director of BCC, the Board believes that Mr. Winningham has a strong appreciation for, and vast knowledge of, the business and affairs of BCC, which the Board believes allows him to provide critical insight.

Seth M. Wise, age 46,47, has served as a director and Executive Vice President of the Company since September 2009. Mr. Wise was appointed to servehas also served as Executive Vice President of BBX Capital duringBCC since August 2012. SinceIn addition, since July 2005, Mr. Wise has served as President of Woodbridge (including its predecessor, Woodbridge Holdings Corporation) after serving as its Executive Vice President since September 2003. He also previously was 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 Company’s, BBX Capital’sBCC’s and Woodbridge’s operations based on his executive positions at those companies.

The Board of Directors Unanimously Recommends that Shareholders

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

IDENTIFICATION OF EXECUTIVE OFFICERS

The following individuals are the executive officers of the Company:

All 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. Lopez is set forth in “Proposal No. 1 – Election of Directors” above.

Raymond S. Lopez, age 41,42, joined the Company as Executive Vice President, Chief Financial Officer and Chief Accounting Officer onin March 17, 2015. Since March 17, 2015, Mr. Lopez has also served as Chief Financial Officer of BBX Capital.BCC. Prior to joining the Company, 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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review, Approval or Ratification of Related Party 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 Party Transactions

The Company may be deemed to be controlled by Alan B. Levan, the Company’s former Chairman and Chief Executive Officer, and President, and John E. Abdo, the Company’s Vice Chairman. Together, Mr. Alan Levan and Mr. Abdo may be deemed to beneficially own shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 76%77% of the Company’s total voting power. See “Security Ownership of Certain Beneficial Owners and Management” below for further information with respect to the share ownership of each of Mr. Alan Levan and Mr. Abdo.

TheOn December 15, 2016, the Company holdscompleted its acquisition of all of the outstanding shares of BBX Capital’sBCC’s Class A Common Stock not previously owned by the Company, pursuant to the terms of the Agreement and Plan of Merger between the companies, dated as of July 27, 2016, as amended on October 20, 2016 (the “BCC Merger Agreement”). Pursuant to the terms of the Merger Agreement, each share of BCC’s Class A Common Stock outstanding immediately prior to the effective time of the BCC Merger (other than shares held by the Company and shares as to which appraisal rights were exercised in accordance with Florida law) was converted into the right to receive, at the election of the holder thereof, either (i) $20.00 in cash, without interest, or (ii) 5.4 shares of the Company’s Class A Common Stock. Based on elections made by BCC’s former shareholders in accordance with the BCC Merger Agreement, the Company paid to BCC’s former shareholders a total of approximately $16.9 million and issued to BCC’s former shareholders a total of approximately 12.0 million shares of the Company’s Class A Common Stock in connection with the completion of the BCC Merger.

Prior to the completion of the BCC Merger, the Company held shares of BCC’s Class A Common Stock and Class B Common Stock representing an approximately 81%82% equity interest and 90% voting interest in BBX Capital. TheBCC, and the Company and BBX Capital ownBCC owned 54% and 46%, respectively, of Woodbridge, which is the sole shareholder of Bluegreen. In connection with the BCC Merger, BCC merged with and into, and currently is, a wholly-owned subsidiary of the Company and following completion of the BCC Merger, BCC distributed to the Company all of the equity interests in Woodbridge held by BCC so that the Company now directly holds 100% of Woodbridge.

During 2016, Alan B. Levan served in a non-executive capacity as Founder and strategic advisor to the Board of Directors of both the Company and BCC. Mr. Alan Levan was reappointed to serve as Chairman and Chief Executive Officer of the Company during February 2017, and he also continues to serve as an employee of BCC. Jarett S. Levan, the son of Mr. Alan Levan, is the President of the Company and served as its Acting Chairman and Chief Executive Officer during 2016 until Mr. Alan Levan’s reappointment to such positions in February 2017. Mr. Jarett Levan is also Chairman, Chief Executive Officer and President of the Company. Mr. Jarett Levan is also the President and Acting Chairman and Chief Executive Officer of BBX Capital. In addition,BCC. Further, John E. Abdo is the Vice Chairman of BBX Capital. Mr. Abdo also served as Vicethe Company and BCC, and the Acting Chairman of Bluegreen, since 2002, and during December 2015, he was appointed to serve as Acting Chairman 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.BCC, and Raymond S. Lopez is an executive officer of the Company and BBX CapitalBCC, and he previously served as

former 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 CapitalBCC and Bluegreen, as applicable, to Mr. Alan Levan, 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.Lopez.

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 distributions 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 CapitalBCC and Bluegreen, and an information technology services agreement between the Company and BBX Capital for the year ended December 31, 2015BCC (in thousands).

In December 2012, the Company entered into an agreement with BBX CapitalBCC pursuant to which BBX CapitalBCC provides office facilities to the Company at BBX Capital’sBCC’s and the Company’s principal executive offices. Under the terms of the agreement, the Company reimburses BBX Capitalreimbursed BCC at cost for certain costs and expenses related to the office facilities provided, which totaled $419,000approximately $0.4 million 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, 2015,2016, Bluegreen paid a subsidiary of the Company approximately $600,000$0.6 million 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 CapitalBCC a total of 4,771,221 shares of BBX Capital’sBCC’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 ownedwholly-owned subsidiary of Bluegreen pursuant to which Bluegreen’s subsidiary provided an $80 million loan to the Company to finance, in part, the Company’s purchase of shares of BBX Capital’sBCC’s Class A Common Stock in the tender offer. Amounts outstanding on the loan bear interest at a rate of 10% per annum. Payments of interest are required on a quarterly basis, with all outstanding amounts being due and payable at the end of the five-year term of the loan. The Company is permitted to prepay 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. During the year ended December 31, 2015,2016, Bluegreen recognized $5.6approximately $8.0 million of interest income on the loan.

On September 4, 2015, the Company entered into Share Exchange Agreements (the “Share Exchange Agreements”) with Alan B. Levan, John E. Abdo, Jarett S. Levan and Seth M. Wise (collectively, the “BBX Capital“BCC RSU Holders”), as holders of restricted stock units of BCC’s Class A Common Stock of BBX Capital (“BBX CapitalBCC RSUs”). Pursuant to the Share Exchange Agreements, (a) each BBX CapitalBCC RSU Holder granted the Company the option to acquire, simultaneously with the

vesting of each BBX CapitalBCC RSU, some or all of the shares of BBX Capital’sBCC’s Class A Common Stock which, absent the Share Exchange Agreement, would (after withholding) have been received by the BBX CapitalBCC RSU Holder upon the vesting of the BBX CapitalBCC RSU and (b) the Company agreed to issue to the BBX CapitalBCC RSU Holder shares of the Company’s Class A Common Stock or Class B Common Stock having an aggregate market value equal to the aggregate market value of the shares of BBX Capital’sBCC’s Class A Common Stock acquired by the Company upon the option exercise. Pursuant 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’sBCC’s Class A Common Stock iswas the closing price of the applicable class of stock on the trading day immediately preceding the date of closing of the share exchange.

OnAs a result of the Company’s and BCC’s entry into the BCC Merger Agreement and the exchange ratio of 5.4 shares of the Company’s Class A Common Stock for each share of BCC’s Class A Common Stock contemplated by the BCC Merger Agreement, each BCC RSU Holder agreed during September 1, 2015,2016 to receive no more than 5.4 shares of the Company’s Class A Common Stock or Class B Common Stock for each share of BCC’s Class A Common Stock subject to vested BCC RSUs with respect to any share exchanges effected during the pendency of the BCC Merger Agreement. In addition, during September 2016, the Company’s Board of Directors approved (a) the exercise in full of the Company’s options with respect to all of the BBX CapitalBCC RSUs held by the BBX CapitalBCC RSU Holders which vested onwere scheduled to vest between September 30, 20152016 and October 4, 2016, and (b) the issuance of shares of the Company’s Class B Common Stock in exchange therefor. In connection with thissuch option exercise, onexercises, between September 30, 2015,2016 and October 4, 2016, the Company issued a total of 1,218,4761,530,822 shares of its Class B Common Stock to the BBX CapitalBCC RSU Holders pursuant to the Share Exchange Agreements and received a total of 221,821283,486 shares of BBX Capital’sBCC’s Class A Common Stock in exchange therefor. The share exchanges were effected simultaneously withBecause the vesting of the applicable BBX Capital RSUs on September 30, 2015 and were based onexchange ratio calculated by dividing the closing pricesprice of BCC’s Class A Common Stock on each relevant date by the closing price of the Company’s Class B Common Stock and BBX Capital’son each such date exceeded 5.4, the Company issued 5.4 shares of its Class B Common Stock for each share of BCC’s Class A Common Stock onreceived by it between September 29, 2015 of $2.88 per share30, 2016 and $15.82 per share, respectively.October 4, 2016. The following table sets forth the number of shares of the Company’s Class B Common Stock issued to each BBX CapitalBCC RSU Holder on between

September 30, 20152016 and October 4, 2016, the number of shares of BBX Capital’sBCC’s Class A Common Stock which the Company received in exchange therefor.therefor, and the date of share exchange.

On May 8, 2015, the Company, BBX Capital,BCC, 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, 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 Agreement to offset its tax liability, the party providing the benefit will receive an amount for the tax benefits realized.  During the year ended December 31, 2015,2016, Bluegreen paid the Company $19.2approximately $26.2 million pursuant to the Consolidated Tax Agreement.

The Company pays Abdo Companies, Inc. approximately $25,520 per month in exchange for Abdo Companies, Inc.’s provision of certain management services. John E. Abdo, the Company’s Vice Chairman, is the principal shareholder and Chief Executive Officer of Abdo Companies, Inc.

EXECUTIVE COMPENSATION

compensation Discussion and Analysis

Executive Summary

The structure of the Company’s executive 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 includeCompany is a diversified holding company with investments in Bluegreen and in real estate and middle market operating companies. Bluegreen is a sales, marketing, and management company focused on the vacation ownership industry. Through its 81% equity interest inreal estate division, BBX Capital Real Estate, the Company is involved in the acquisition, ownership and management of investments and joint ventures in real estate and real estate development projects. In addition, through its 54% equity interestmiddle market division, BBX Capital Middle Market, the Company engages in Woodbridge, which owns 100%acquisitions, investments and management of Bluegreen.middle market operating businesses. During 2015,2016, the Company’s financial results benefited from the accomplishment at BBX Capital and Bluegreen of numerous strategic objectives at Bluegreen and within the BBX Capital Real Estate and Middle Market divisions, including the following.following:

TheseIn addition, as previously described, the Company achieved a significant milestone during December 2016 when it completed the BCC Merger pursuant to which the Company acquired all of the outstanding shares of BCC’s Class A Common Stock not previously owned by the Company.

As a result of the accomplishments described above and other accomplishments during 2015factors, the Company generated positive financial results for the Company,during 2016, including significant increases ingreater consolidated revenues net income, earnings per share and the Company’s book value,free cash flow as compared to 2015, as well as an approximately 6.0% increasegrowth in book value at December 31, 2016 compared to December 31, 2015. These positive financial results were reflected in the market price of the Company’s Class A Common Stock, which increased approximately 44.0% from December 31, 20142015 through December 31, 2015.2016.

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 OfficersCompany’s executives substantially accomplished many of the objectives established for them in 2015.2016. Accordingly, during December 2016, the Compensation Committee approved the payment of cash bonuses and made grants of restricted stock awards to the Company’s executives 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“Named Executive Officers (“NEOs”)Officers” of the Company during 2015:2016:

As previously described, 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 byserved the Company in a non-executive position as Founder and provides strategic adviceadvisor to management and the Company’s Board of Directors of the Company. Jarett S. Levan,during 2016 and was reappointed as Chairman and Chief Executive Vice PresidentOfficer of the Company was appointed Acting Chairman, Chief Executive Officer and President of the Company, effective December 22, 2015.during February 2017. Mr. Jarett Levan is the son of Mr. Alan Levan.

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

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.functions and decisions. During 2015,2016, the Compensation Committee did not engageengaged Pearl Meyer & Partners, LLC, a third party compensation consultant (“Pearl Meyer”), to assist the servicesCompensation Committee with respect to its review and determinations of anthe compensation of the Company’s executive compensation consultant.officers, including the restricted stock awards and cash bonuses issued or paid to the Company’s executive officers during December 2016 as described in further detail below. Pearl Meyer was also engaged during 2017 in connection with the design of the incentive program for the Company’s executives for 2017 as described in further detail below.

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. InSubject to applicable law, including Section 162(m) of the Code, in the case of “performance-based compensation” granted to a Section 162(m) officer, and the terms of employment agreements, in reviewing the recommendations of the Chief Executive Officer, the Compensation Committee can exercise its discretion to approve, not approve 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,

At the Company did not hold an advisory vote on executiveCompany’s 2016 Annual Meeting, holders of shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 92% of votes cast voted in favor of the compensation at its 2014 or 2015 Annual Meetings. As previously described,provided to the Company will hold an advisory vote on executive compensation at this year’s Annual Meeting. See “Proposal No. 2 - Non-Binding Advisory Vote onCompany’s Named Executive Officer Compensation (Say on Pay).”Officers for 2015.

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. The next advisory vote on executive compensation will be held at the Company’s 2019 Annual Meeting; subject to the Board’s right, in its discretion, to submit the say on pay proposal to an advisory vote of the Company’s shareholders at an earlier time.

Executive Compensation Philosophy and Objectives

The Company’s compensation program for executive officers currently 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.one or more of the Company’s subsidiaries. During 2015,2016, as in prior years, the Company’s Named Executive Officers also received compensation from BBX CapitalBCC for their services on behalf of BBX Capital,BCC. In addition, Mr. Lopez also received compensation from Bluegreen for his services on its behalf during 2016. The compensation paid by the Company’ subsidiaries were in addition to the compensation provided to them by the Company. See “Summary Compensation Table” for additional information. While the Compensation Committee doesdid not determine the compensation paid by BBX Capital,BCC or Bluegreen in 2016, the Compensation

Committee considersconsidered the fact that the Named Executive Officers allocateallocated a portion of their time to BBX Capitalsuch subsidiaries when determining the compensation paid to them by the Company. As a result of the completion of the BCC Merger, the Company’s Compensation Committee now determines the compensation

payable to the Named Executive Officers for their services on behalf of both the Company and BCC. Compensation from Bluegreen continues to be determined by Bluegreen’s Compensation Committee and Board of Directors, and not by the Company’s Compensation Committee or Board of Directors.

As described below under “Employment Agreements,” each of the Named Executive Officers including Jarett S. Levan, the Company’s Acting Chief Executive Officer, andas well as Alan B. Levan, the Company’s formercurrent Chairman and Chief Executive Officer, have (or had in the case of John K. Grelle) employment agreements with the Company.Company and BCC. The employment agreements, among other things, provide the structure of the compensation to be paid to them byfor their services on behalf of the Company and BCC, 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.Control.”

Components of Executive Compensation

The Company’s compensation program 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 year ended December 31, 2015,2016, the principal components of compensation for the Named Executive Officers were:

Base Salary

Base salaries enable the Company 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 based on periodic reviews of market data, trends in pay practices and the responsibilities of 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, Alan B.The 2016 base salaries of the Named Executive Officers from each of the Company and BCC were $750,000 for Mr. Abdo (or a total of $1,500,000), $450,000 for Mr. Jarett Levan the Company’s then-serving Chief Executive Officer, recommended(or a total of $900,000), $450,000 for Mr. Wise (or a total of $900,000), and $174,500 for Mr. Lopez (or a total of $349,000). Mr. Lopez also receives an annual base salary increasesof $26,000 from Bluegreen, subject to adjustment from time to time at the Company for Jarett S.discretion of Bluegreen’s Compensation Committee. During January 2017, the Compensation Committee reviewed the base salaries of the Named Executive Officers and Mr. Alan Levan, Founder and Seth M. Wise. strategic advisor to the Board.After considering that recommendationrecommendations from management and reviewing the performance, skills, achievements and potential of Messrs. Jarett LevanMr. Lopez, the Compensation Committee approved an increase in his base salary under his employment agreement with the Company and Seth Wise,BCC for 2017, in each case, from $174,500 to $268,500 (or a total base salary from the Company and BCC of $537,000), which is in addition to his $26,000 annual base salary from Bluegreen. There were no adjustments to the base salaries of any of the other Named Executive Officers from the Company or BCC for 2017. However, 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 annual2017 base salary for Mr. Lopez of $174,500. The Compensation Committee did not make any base salary adjustments$750,000 for the Company’s executive officers for 2016. As previously described, Mr. Alan Levan resigned as Chairman, Chief Executive Officer and Presidentunder his employment agreement with each of the Company effective December 22, 2015, but continues to serveand BCC (or a total base salary from the Company in the non-executive positionand BCC of Founder and strategic advisor. In connection with such change in$1,500,000). During 2016, Mr. Alan Levan’s role, his annualLevan received an aggregate base salary was decreased from $750,000 to $350,000.the Company, BCC and Bluegreen of $1,500,000.

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

Annual Incentive ProgramCash Bonuses

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 20152016 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 2015,2016, the Compensation Committee approved the following strategic initiatives:

No objective financial targets or formulas for establishing bonus pay were established for 2016 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 20152016 was eligible under his employment agreementagreements with the Company and BCC to receive an annual bonus payment of up to a specified percentage (200% for each of Messrs. Alan Levan and John Abdo;Mr. Abdo, and 80% for each of Messrs.Mr. Jarett Levan and SethMr. Wise) of his then-current annual base salary.salary under such employment agreements. Mr. Lopez’s annual bonus opportunity under his employment agreements with the Company and BCC is equal to 60% of the sum of (i) his annual base salary fromunder his employment agreement with the Company or BCC, as the case may be, plus in each case, (ii) 50% of his annual base salary from Bluegreen. Bluegreen currently pays Mr. Lopez an annual salary of $26,000. Accordingly, for 2015, the2016, Mr. Abdo’s annual bonus opportunity forunder his employment agreement with each of Messrs. Alan Levanthe Company and John AbdoBCC was $1,500,000; the$1,500,000 (or a total of $3,000,000), Mr. Jarett Levan’s annual bonus opportunity forunder his employment agreement with each of Messrs. Jarett Levanthe Company and Seth WiseBCC was $360,000; and the$360,000 (or a total of $720,000), Mr. Wise’s annual bonus opportunity forunder his employment agreement with each of the Company and BCC was $360,000 (or a total of $720,000), and Mr. Raymond LopezLopez’s annual bonus opportunity under his employment agreement with each of the Company and BCC was $112,500. Mr. John Grelle was not eligible for$112,500 (or a 2015 bonus due to his retirement in March 2015.total of $225,000). After evaluating the Company’s performance, including specific consideration of the 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 under their employment agreements, which may be less than or equal to their annual bonus potentialsopportunities in the discretion of the Compensation Committee. The Compensation Committee may also approve additional cash bonuses from time to time pursuant to other incentive plans or programs, or otherwise at the Compensation Committee’s discretion.

In January, 20162017 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 20152016 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, the Compensation Committee noted the significance of the completion of the BCC Merger during December 2016, a significant milestone which simplified and streamlined the Company’s corporate structure.

The accomplishments noted above and other factors resulted in positive financial results for the Company, including higher consolidated revenues and free cash flow during 2016 as compared to 2015. 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 ofvalue during 2016, as well as the performance of the market price of the Company’s stock price,Class A Common Stock, which increased approximately 6.0% during the year.44.0% from December 31, 2015 through December 31, 2016.

Based on the above, in January 2016,2017, the Compensation Committee approved the payment of cash bonuses to the Named Executive Officers under their respective employment agreements with the Company and BCC equal to the full amount of their respective annual bonus potentialsopportunities shown above. TheIn addition to such annual cash bonuses under their employment agreements, the Compensation Committee also approved for 2016 the cash bonuses from the Company to the Named Executive Officers described below under “Long-Term Equity and Incentive Compensation” and an additional cash bonus from the Company to Mr. Lopez of $250,000 in light of his contribution to the Company and its subsidiaries, including his role in the achievement of the objectives and accomplishments discussed above. The cash bonuses paid to the Named Executive Officers for 20152016 are included in the Bonus“Bonus” column of the Summary“Summary Compensation TableTable” below.

Long-Term Equity and Incentive 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 ofThe Company may also grant stock options and/or restricted stock awards provide the Named Executive Officers with a meaningful ownership interest.under its equity compensation plan.

Awards of stock options and restricted stockEquity-based awards are currently made under the BFC FinancialBBX Capital Corporation 2014 Stock Incentive Plan, as amended (the “2014 Stock Incentive Plan”).amended. The adoption of the 2014 Stock Incentive Plansuch 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 Planplan currently 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 and, subject to certain restrictions, independent contractors and agents 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 Planplan to any individual in any calendar year. As described in this Proxy Statement under “Proposal No. 2 —Approval of the BBX Capital Corporation 2014 Incentive Plan, as Proposed to be Amended and Restated,” the Board of Directors and Compensation Committee have approved amendments to the plan, which subject to shareholder approval of the plan, as proposed to be amended and restated, would, among other things, (a) increase the number of shares of the Company’s Class B Common Stock available for grant under the plan from 8,500,000 shares to 9,500,000 shares, resulting in an increase in the total number of shares of the Company’s Class A Common Stock and Class B Common Stock available for grant under the plan from 9,000,000 shares to 10,000,000 shares, (b) allow for the grant of performance-based cash awards (in addition to equity-based awards) under the plan, and (c) set the maximum amount of performance-based awards that can be paid under the plan to any one Section 162(m) officer in any one calendar year at $12,000,000.

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, to the extent applicable, vesting requirements, the class of common stockCommon 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 stockamount of 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’sBCC’s sale of BankAtlantic, itsBCC’s former wholly owned federal savings bank subsidiary, to BB&T Corporation during July 2012,2012. The Company is a holding company and BBX Capital’s related transition to an entrepreneurial enterprise with a wide variety of activities focused on real estate activities and investments in operating companies. As thethis 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,December, 2016, the Compensation Committee considered the Company’s and each Named Executive Officer’s performance, including the substantial progress made toward accomplishingaccomplishment of many of the strategic initiatives described above.above and the positive financial results of the Company. The Compensation Committee also considered that, as a result of the BCC Merger, the Named Executive Officers will no longer receive equity-based compensation from BCC. Based on thosethe Compensation Committee’s considerations, the Compensation Committee granteddetermined that the Named Executive Officers should receive compensation from the Company under the long-term equity and incentive compensation component having a value of approximately $4.6 million for Mr. Abdo, $2.3 million for Mr. Jarett Levan and Mr. Wise and $230,000 for Mr. Lopez. The Compensation Committee was also mindful of the need to balance the total shares required to reward performance with the desire to manage the use of shares available to grant and the dilution to other shareholders resulting from equity-based award grants. As a result, when the Compensation Committee determined the total long-term incentive value for each Named Executive Officer, it determined to provide, for each Named Executive Officer, one-half of the total value in restricted stock awards of the Company’s Class B Common Stock and one-half in cash. The number of such restricted stock awards granted to the Named Executive Officers as follows:under the 2014 Incentive Plan and the amount of such cash bonuses paid to the Named Executive Officers are set forth in the following table.

The grant date fair valuesAs described below under “Proposal No. 2 —Approval of these awards are included in the SummaryBBX Capital Corporation 2014 Incentive Plan, as Proposed to be Amended and Restated,” the Compensation Table under Stock Awards. These awards are scheduled to vest in 25% increments during each of October 2016, 2017, 2018 and 2019. They areCommittee has, subject to forfeiture ifshareholder approval of the executive voluntarily terminates all employment with2014 Incentive Plan, as proposed to be amended and restated, approved the Company or is terminated byfollowing performance-based awards plan for 2017 for the Company for cause prior to the lapse of restrictions. As previously described, whileNamed Executive Officers and Mr. Alan Levan. For 2017, Mr. Alan Levan, has resigned asMr. Abdo, Mr. Jarett Levan and Mr. Wise will be eligible to receive performance-based awards from an incentive pool in a total amount equal to 6% of the Company’s Chairman, Chief Executive Officerbook value at December 31, 2017 (based on the Company’s consolidated balance sheet as of such date); provided, however, that (a) the creation of such incentive will be subject to the Company’s book value at December 31, 2017 being a minimum specified amount and President, he remains employed by(b) the incentive pool will be subject to a cap of $36.0 million. Each of Mr. Alan Levan and Mr. Abdo will be entitled to receive performance-based awards from the incentive pool having a maximum value equal to 33.33% of the incentive pool (e.g., a maximum of $12.0 million each if the incentive pool is funded to its $36.0 million cap). Each of Mr. Jarett Levan and Mr. Wise will be entitled to receive performance-based awards from the incentive pool in a maximum amount equal to 16.67% of the incentive pool (e.g., a maximum of $6.0 million each if the incentive pool is funded to its $36.0 million cap). The Compensation Committee may, in its discretion based on such objective or subjective factors as it may consider, decrease, but may not increase, the amounts payable to each executive. These factors may include, without limitation, changes in the stock price of the Company as compared to the S&P 500 Index over the most recent three years, growth in the roleCompany’s book value, oversight of FounderBluegreen, including implementation of strategic initiatives, oversight of the Company’s real estate division, including implementation of strategic initiatives such as monetizing legacy assets and managing various real estate developments and joint ventures, and oversight of the Company’s middle market division, including implementation of strategic advisor.

In connection with Mr. Grelle’s retirement on March 17, 2015,initiatives related to the acquisition and operations of various companies or groups of companies. The performance-based awards from the incentive pool may be paid, at the discretion of the Compensation Committee, approved the acceleration of the vesting ofin cash awards, restricted stock awards, or a combination of 220,500 shares of the Company’s Class A Common Stock previously granted to Mr. Grelle.cash awards and restricted stock awards.

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 2015,2016, been comprised of either cash bonuses paid under the annual incentive program or annual grants of long-term equity compensation (most

(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.

Jarett S. Levan, who served as Executive Vice President of the Company since 2011 and as a director of the Company since 2009, was named Acting Chairman, Chief Executive Officer and President of the Company on December 22, 2015, and he served in that role throughout 2016. Mr. Jarett Levan also served as President and Acting Chairman and Chief Executive Officer of BCC during 2016.

In January 2016, the Compensation Committee determined not to increase or otherwise modify Mr. Jarett Levan’s compensation or potential compensation in connection with his appointment to serve as Acting Chairman, Chief Executive Officer and President of the Company. As described above, during 2016, Mr. Jarett Levan received from the Company a base salary of $450,000, an annual cash bonus of $360,000, a restricted stock award of 298,964 shares of Class B Common Stock, which are scheduled to vest in 25% annual increments beginning in October 2017, and an additional cash bonus of $1,151,012 in lieu of additional shares of restricted stock. In addition, for his services on behalf of BCC during 2016, Mr. Jarett Levan received a base salary of $450,000 and a cash bonus of $360,000.

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 continuesMr. Alan Levan also served as Chairman of the Board and Chief Executive Officer of BCC until his resignation from such positions on December 22, 2015. From that date through February 7, 2017, he continued to serve the Company and BCC 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 director 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 servedwas re-appointed as non-executivethe Company’s Chairman of Bluegreen from 2002 until December 2015 and heChief Executive Officer during February 2017 and continues to serve Bluegreen in a non-executive capacity.be employed by BCC.

As further described above under “ComponentsDue to the unique nature of Executive Compensation,” in 2015his role during 2016, Mr. Alan Levan was compensated reflective of his specific circumstances and expected contributions. In 2016, 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:

Founder and strategic advisor:

In making these decisions, the Compensation Committee considered Mr. Alan Levan’s unique role as well as the strategic initiatives accomplished during 20152016 and described above. The Compensation Committee also considered the transformation at BBX Capital thatof the Company and its subsidiaries which began in 2012 following itsBCC’s sale of BankAtlantic at that time and continued through 2015,2016, as BBX Capitalthe Company 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.strategy and improved financial results.

Although Mr. Alan Levan resigned as Chairman 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 andSeparately, 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 with 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 providesprovided services to Bluegreen in a non-executive position and iswas compensated directly by Bluegreen for those services. For 2016, Mr. Alan Levan will receivereceived a base salary from Bluegreen of $600,000.

As previously described, on February 7, 2017, Mr. Alan Levan was reappointed as Chairman of the Board and Chief Executive Officer of the Company. Mr. Alan Levan also continues to be employed by BCC pursuant to his employment agreement with BCC. As previously described, for 2017, the Compensation Committee has approved an increase in Mr. Alan Levan’s base salary under his employment agreement with each of the Company and BCC to $750,000 (or a total annual base salary of $600,000 $1,500,000), which is the same as his annual base salaries

from Bluegreen. Mr. Alan Levan does not have an employment agreement with Bluegreenthe Company and did not receive a salary from Bluegreen in 2015.

Jarett S. Levan hasBCC for 2015 when he 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 2007both companies. Mr. Alan Levan will also be eligible to receive the other payments and as a director of BBX Capital since 1999. He wasbenefits described above, including, without limitation, 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, aannual cash bonus of $360,000,under his employment agreements with the Company and a restricted stock award of 388,932 shares of Class B Common Stock, which are scheduledBCC and the equity and cash compensation pursuant 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 Officerlong-term equity and Presidentincentive component 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 determined by the Compensation Committee later in 2016.Company’s executive compensation program.

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. As described herein, the Compensation Committee and the Board have approved an amendment to the 2014 Incentive Plan which, subject to shareholder approval of the 2014 Incentive Plan, as proposed to be amended and restated, is intended to allow for the grant of performance-based cash awards under the 2014 Incentive Plan that may qualify for full tax deductibility if applicable requirements are met. 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 20152016 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, 2015.2016.

Summary Compensation Table

The following table sets forth certain summary information concerning compensation which, during 2016, 2015 2014 and 2013,2014, the Company, BBX CapitalBCC and Bluegreen paid to or accrued on behalf of the Company’s Named Executive Officers.Officers and Mr. Alan Levan.

Grants of Plan-Based Awards - 20152016

The following table sets forth information regarding plan-based awards granted by the Company to the Named Executive Officers and Mr. Alan Levan during 2015.2016. The restricted stock awards set forth in the following table were approved by the Company’s Compensation Committee and made under the Company’s 2014 Stock Incentive Plan.

The following table sets forth information regarding plan-based awards granted by BBX Capital to the Named Executive Officers during 2015. The awards set forth in the following table were approved by BBX Capital’s Compensation Committee and made under the BBX Capital Corporation 2014 Stock Incentive Plan.

The following table sets forth certain information regarding plan-based awards granted by Bluegreen to Mr. Lopez for 2015. Other than Mr. Lopez, no Named Executive Officer was granted any plan-based award by Bluegreen for 2015.2016.

Other than Mr. Lopez, no Named Executive Officer nor Mr. Alan Levan was granted any plan-based award by Bluegreen for 2016. In addition, none of the Named Executive Officers or Mr. Alan Levan was granted any plan-based award by BCC for 2016.

Outstanding Equity Awards at Fiscal-Year End 20152016

The following table sets forth certain information regarding equity-based awards of the Company held by the Named Executive Officers and Mr. Alan Levan as of December 31, 2015.2016.