Bluegreen Vacations Holding Corporation
401 East Las Olas Boulevard,4960 Conference Way North, Suite 800100
Fort Lauderdale,Boca Raton, Florida 3330133431
April 28, 2016
November 27, 2023
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of BFC FinancialBluegreen Vacations Holding Corporation (the “Company”), which will be held on May 23, 2016December 21, 2023 at 11:10:00 a.m., localEastern time, atfor the Bankpurposes described in the attached Notice of America Building, Community Room (Main Floor), 401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301.
Meeting and Proxy Statement. Please read these materials so that you will know what we plan to do at the Annual Meeting. Also, please sign
The Annual Meeting will be held in a virtual format only, via webcast at www.virtualshareholdermeeting.com/BVH2023. While there will not be a physical meeting location and returnshareholders will not be able to attend the accompanyingAnnual Meeting in person, shareholders may attend the Annual Meeting virtually via the Internet. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to promptly vote your shares in advance by Internet or telephone or by completing, signing, dating and returning your proxy card or, if your shares are held in the postage-paid envelope or otherwise transmit“street name,” your voting instructions as described on the accompanying proxy card.instruction form. This way, your shares will be voted as you direct even if you cannot attend the virtual Annual Meeting.
The Annual Meeting is expected to be held solely for the purpose of electing directors as required by the listing standards of the New York Stock Exchange. The Company will schedule and hold a special meeting of its shareholders as appropriate at a later date for the purpose of considering and voting on the Company’s previously announced merger agreement with Hilton Grand Vacations Inc.
On behalf of your Board of Directors, and our employees, I would like to express our appreciation for your continued support.
Sincerely,
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Alan B. Levan
Chairman, Chief Executive Officer and President
BFC Financial
Bluegreen Vacations Holding Corporation
401 East Las Olas Boulevard,4960 Conference Way North, Suite 800100
Fort Lauderdale,Boca Raton, Florida 33301
33431
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 23, 2016
December 21, 2023
Notice is hereby given that the Annual Meeting of Shareholders of BFC FinancialBluegreen Vacations Holding Corporation (the “Company”) will be held at the Bank of America Building, Community Room (Main Floor), 401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301, on May 23, 2016,December 21, 2023, commencing at 11:10:00 a.m., localEastern time, for the following purposes:
1. To elect ninethirteen directors to the Company’s Board of Directors to serve until the Company’s 2017 Annual Meeting of Shareholders.
Directors.
2. To vote, on a non-binding advisory basis, on the compensation of the Company’s Named Executive Officers, as disclosed in the section of the accompanying Proxy Statement entitled “Executive Compensation.”
3. To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.
In order to provide access to the Company’s shareholders regardless of geographic location, the Annual Meeting will be held in a virtual format only, via webcast at www.virtualshareholdermeeting.com/BVH2023. While there will not be a physical meeting location and shareholders will not be able to attend the Annual Meeting in person, shareholders may attend the Annual Meeting virtually via the Internet.
The matters listed above are more fully described inPlease read the attached Proxy Statement, thatwhich forms a part of this Notice of Meeting.
Meeting, for additional information regarding the Annual Meeting, including information regarding the election of directors at the Annual Meeting and information regarding how to attend the Annual Meeting virtually.
Only record holders of the Company’s Class A Common Stock or Class B Common Stock at the close of business on April 8, 2016November 24, 2023 are entitled to notice of, and to vote at, the Annual Meeting.
The Annual Meeting is expected to be held solely for the purpose of electing directors as required by the listing standards of the New York Stock Exchange. The Company will schedule and hold a special meeting of its shareholders as appropriate at a later date for the purpose of considering and voting on the Company’s previously announced merger agreement with Hilton Grand Vacations Inc.
Sincerely yours,
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Fort Lauderdale,
Alan B. Levan
Chairman, Chief Executive Officer and President
Boca Raton, Florida
April 28, 2016November 27, 2023
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 VIRTUAL ANNUAL MEETING, PLEASE COMPLETE, SIGNYOU ARE ENCOURAGED TO VOTE YOUR SHARES IN ADVANCE BY INTERNET OR TELEPHONE OR BY COMPLETING, SIGNING, DATING AND RETURNRETURNING THE ENCLOSED PROXY CARD OR, IF YOUR SHARES ARE HELD IN THE ENVELOPE PROVIDED OR OTHERWISE TRANSMIT“STREET NAME,” YOUR VOTING INSTRUCTIONSINSTRUCTION FORM. THIS WAY, YOUR SHARES WILL BE VOTED AS DESCRIBED ONYOU DIRECT EVEN IF YOU CANNOT ATTEND THE ENCLOSED PROXY CARD.VIRTUAL ANNUAL MEETING. NO POSTAGE IS REQUIRED FOR THE PROXY CARD IF MAILED IN THE UNITED STATES.STATES USING THE ENCLOSED ENVELOPE.
Bluegreen Vacations Holding Corporation
4960 Conference Way North, Suite 100
BFC Financial CorporationBoca Raton, Florida 33431
401 East Las Olas Boulevard, Suite 800
Fort Lauderdale, Florida 33301
PROXY STATEMENT
The Board of Directors of BFC FinancialBluegreen Vacations Holding Corporation (the “Company”) is soliciting proxies to be used at the 2023 Annual Meeting of ShareholdersStockholders of the Company (the “Annual Meeting”) to be heldon December 21, 2023, commencing at the Bank of America Building, Community Room (Main Floor), 401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301, on May 23, 2016 at 11:10:00 a.m., localEastern time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the accompanying Notice of Meeting.
In order to provide access to the Company’s stockholders regardless of geographic location, the Annual Meeting will be held in a virtual format only, via webcast, at www.virtualshareholdermeeting.com/BVH2023, with no physical, in-person 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.November 30, 2023.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING
What is the purpose of the Annual Meeting?
At the Annual Meeting, shareholders will be asked to consider and vote upon the election of ninethirteen directors to the Company’s Board of Directors. In addition, shareholders will be asked to vote, on a non-binding advisory basis, on the compensation of the Company’s Named Executive Officers (as hereinafter defined), as disclosed in the section of this Proxy Statement entitled “Executive Compensation.” Additionally, although the Board of Directors is not aware of any other matters to be presented at the Annual Meeting, if any other matters are properly brought before the Annual Meeting, shareholders will be asked to consider and vote upon such matters. Also, management will be available to report on the Company’s performance during the year ended December 31, 2015 and respond to appropriate questions from shareholders.shareholders, as described in further detail below.
Will shareholders be asked to consider or vote upon the Company’s merger agreement with Hilton Grand Vacations Inc. at the Annual Meeting?
No. The Annual Meeting is expected to be held solely for the purpose of electing directors as required by the listing standards of the New York Stock Exchange (the “NYSE”). The Company will schedule and hold a special meeting of its shareholders as appropriate at a later date for the purpose of considering and voting on the Company’s previously announced merger agreement with Hilton Grand Vacations Inc.
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, 2016November 24, 2023 (the “Record Date”) may vote at the Annual Meeting. As of the close of business on the Record Date, 74,670,51913,387,599 shares of the Company’s Class A Common Stock and 13,718,9283,650,184 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 the election of directors and with respect todirectors. Holders of the non-binding advisory vote on Named Executive Officer compensation. Additionally, in most cases, holders of Class A Common Stock and holders of Class B Common Stock will vote as one class on any other matters properly brought before the Annual Meeting. Holders ofCompany’s Class A Common Stock are entitled to one vote per share, on each matter, with all holders of the Company’s Class A Common Stock having in the aggregate 22% of the general voting power. The number of votes represented by each share of the Company’s Class B Common Stock, which represents in the aggregate 78% of the general voting power, is calculated each year in accordance with the Company’s Amended and Restated Articles of Incorporation. At this year’s Annual Meeting, each outstanding share of the Company’s Class B Common Stock will be entitled to 19.30 votes on each matter.13 votes.
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What constitutes a quorum?
The presence at the Annual Meeting, in person or by proxy, of the holders of shares representing a majority of the aggregate voting power (as described above) of the Company’s Class A Common Stock and Class B Common Stock outstanding as of the close of business on the Record Date will constitute a quorum.
What is the difference between a shareholder of record and a “street name” holder?
If your shares are registered directly in your name with American Stock Transfer &Equiniti Trust Company, LLC, the Company’s stock transfer agent (“AST”Equiniti”), 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 can I attend the Annual Meeting?
In order to provide access to the Company’s shareholders regardless of geographic location, the Annual Meeting will be held in a virtual format only, live via webcast. While there will not be a physical, in-person meeting to attend, shareholders may attend the Annual Meeting virtually via the Internet by accessing the webcast at www.virtualshareholdermeeting.com/BVH2023.
You will be required to enter your control number in order to access the virtual Annual Meeting and, if you are a shareholder of record or have a valid proxy to vote your shares, vote online. Shareholders who hold their shares in “street name” through a broker, bank or other nominee can use the control number set forth on the voting instruction form received from their broker, bank or other nominee in order to access the Annual Meeting.
It is recommended that you log in at least 15 minutes before the virtual Annual Meeting begins to ensure ample time to complete the check-in procedures and test your computer system. You should carefully review the procedures needed to gain admission in advance. The meeting site will contain a troubleshooting/online assistance link which will be available to you if you encounter any difficulties accessing the virtual Annual Meeting during check-in or during the meeting.
How do I submit questions for the Annual Meeting?
Shareholders who attend the virtual Annual Meeting, as described above, will be able to submit questions for the Annual Meeting on the virtual meeting site. Any questions must be confined to the specific matters to be considered at the Annual Meeting or otherwise relate to the business or performance of the Company. The question and answer session will follow the completion of the business items at the Annual Meeting and will be subject to time constraints. Questions may be grouped by topic, and substantially similar questions may be grouped and answered once.
How do I vote my shares?
Record shareholders. If you are a shareholder of record, you can give a proxy to be voted at the Annual Meeting by mailing the enclosed proxy card. If you return your proxy card or by transmittingmail, please ensure you leave enough time for your voting instructionsproxy card to be mailed and received. Shareholders of record may also vote by telephone or internetthe Internet as described on the enclosed proxy card. YouIn addition, shareholders of record may also vote your shares atattend the virtual Annual Meeting, by completing a ballot atas described above, and vote their shares electronically during 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 thevirtual Annual Meeting by completing a ballot atup until the Annual Meeting. However, if you are a “street name” holder, you may vote your shares in person atclosing of 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.polls. Even if you currently plan to attend the virtual Annual Meeting, you are encouraged to vote in advance by telephone or the Company recommends that you also submit your vote by proxyInternet, or by providing your voting instructions to your broker, bank or other nominee as described abovesigning, dating and returning the enclosed proxy card, so that your vote will be counted if you later decide not to, or are otherwise unable to, attend the virtual Annual Meeting.
“Street name” holders. If you hold your shares in “street name,” you will receive instructions from your broker, bank or other nominee as to how to vote your shares or submit instructions to vote your shares. You
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should instruct your broker, bank or other nominee how to vote your shares by following the directions provided by your broker, bank or other nominee. If you return your voting instruction form by mail, please ensure you leave enough time for your voting instruction form to be received by the deadline provided by your broker, bank or other nominee. If you are a “street name” holder, you may vote the shares beneficially held by you through your broker, bank or other nominee electronically at the virtual Annual Meeting only if you attend the virtual Annual Meeting, as described above.
What are my choices when voting?
With respect tovoting on the election of directors, youdirectors?
You may vote for all of the director nominees, or your vote may be withheld with respect to one or more of the director nominees. The proposal related to the election of directors is described in this Proxy Statement beginning on page 8.9.
In addition, you may vote for or against, or abstain from voting on, the compensation of the Company’s Named Executive Officers. The proposal relating to the compensation of the Company’s Named Executive OfficersWhat is described in this Proxy Statement on page 37.
What are the Board’s voting recommendations?
recommendation?
The Company’s 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.nominees.
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.nominees. 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
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proxy bearing a later date, or transmittransmitting new voting instructions by telephone or internet. Third, you can attend the Internet, or by attending and voting their shares electronically at the virtual Annual Meeting andas described above. See “How do I vote in person.my shares? – Record Shareholders.” However, attendance at the virtual 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 Company’s directors are elected by plurality vote, meaning that the affirmative votethirteen director nominees receiving the greatest number of a plurality of the votes cast at the Annual Meeting by the holders of the Class A Common Stock and Class B Common Stock as one class is required for a director nominee tohis election will be elected. A properly executed proxy marked to withhold a vote with respect to the election of one or more director nominees will not be voted with respect to the nominee or nominees indicated, although it will be counted for purposes of determining whether or not a quorum exists.
The compensation of the Company’s Named Executive Officers will be approved, on a non-binding advisory basis, if the votes cast for the proposal exceed the votes cast against the proposal.
Abstentions will not have any impact on this proposal, although they will be counted for purposes of determining whether or not a quorum exists. Provided a quorum exists, failures to vote will also not have any impact on this proposal. The vote on this proposal is advisory and will not be binding upon the Company, the Board of Directors or the Compensation Committee.
If my shares are held in street name, will my broker, bank or other nominee vote my shares for me?
No. If you hold your shares in street name,“street name” through a broker, bank or other nominee, whether your broker, bank or other nominee may only vote your shares in its discretion depends on the proposals before the Annual Meeting. The Company’s Class A Common Stock is listed for trading on the NYSE. Under the rules of the NYSE, if you do not provide your broker, bank or other nominee with voting instructions with respect to your
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shares, your broker, bank or other nominee may vote your shares in its discretion only on “routine matters.” Neither the proposal relating to theThe election of directors nor the proposal relatingis not deemed to the compensation of the Named Executive Officers is consideredbe a “routine matter” under applicablethe rules and regulations.of the NYSE. Accordingly, your broker, bank or other nominee will not have discretion to vote your shares at the Annual Meeting if you do not provide voting instructions.
What are broker non-votes?
When a broker, bank or other nominee has discretion to vote on one or more proposals at a meeting, (“routine matters”)or a “routine matter,” but does not have discretion to vote on other matters at the meeting, (“or “non-routine matters”), 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“non-routine matters” with respect to shares held for beneficial owners which did not provide voting instructions with respect to the “non-routine“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.
As previously described, shareholders will not be asked at the Annual Meeting to consider and vote on the Company’s previously announced merger agreement with Hilton Grand Vacations Inc. The Company will schedule and hold a special meeting of its shareholders, as appropriate, at a later date for the purpose of considering and voting on the merger agreement.
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CORPORATE GOVERNANCE
Pursuant to the Company’s Bylaws and Florida law, the Company’s business and affairs are managed under the direction of the Company’s Board of Directors. Directors are kept informed of the Company’s business through discussions with management, including the Company’s Chief Executive Officer and other senior officers, by reviewing materials provided to them, and by participating in meetings of the Board of Directors and its committees.
Composition of the Board of Directors
The Company’s Board of Directors currently consists of thirteen directors, who are Alan B. Levan, Chairman, John E. Abdo, Vice Chairman, Jarett S. Levan, James R. Allmand, III, Norman H. Becker, Lawrence A. Cirillo, Darwin Dornbush, Joel Levy, Mark A. Nerenhausen, William Nicholson, Arnold Sevell, Orlando Sharpe and Seth M. Wise.
Determination of Director Independence
The Company’s Board of Directors has determined that James R. Allmand, III, Norman H. Becker, Lawrence A. Cirillo, Darwin Dornbush, Oscar Holzmann, Alan J. Levy, Joel Levy, Mark A. Nerenhausen, William Nicholson, Arnold Sevell and Neil Sterling,Orlando Sharpe, who together comprise a majority of the Board, are independent. For purposesindependent under applicable rules and regulations of making its independence determinations, the Board of Directors used the definition of “independence” set forth inSecurities and Exchange Commission (the “SEC”) and the listing standards of the New York Stock Exchange (the “NYSE”).NYSE. The Board made such independence determinations based on a review of transactions and relationships between each director or any member of his or her immediate family, on the one hand, and the Company and its subsidiaries and affiliates, on the other hand, as well as transactions and relationships between each director or his affiliates, on the one hand, and members of the Company’s senior management or their affiliates, includingon the transactions and relationships described below.other hand. To assist the Board in making its independence determinations, the Board adopted the following categorical standards of relationships that, in the Board’s opinion, do not constitute material relationships that impair a director’s independence: (i) serving on third party boards of directors with other members of the Board; (ii) payments or charitable gifts by the Company to entities with which a director is an executive officer or employee where such payments do not exceed the greater of $1 million annually or 2% of such entity’s consolidated gross revenues;revenues for the applicable year; and (iii) investments by directors in common with each other or the Company. Additionally, with respect to Mr. Holzmann,Accordingly, service on the Board of Directors considered that his daughter was an employee of KPMG LLP from February 2010 until October 2012 and rejoined KPMG LLP in May 2014. During October 2013, Renin Holdings LLC, a joint venture entity owned 19% by the Company and 81% by BBX Capital, CorporationInc. (“BBX Capital”), through acquisition subsidiaries, acquired substantially allthe former wholly owned subsidiary of the assetsCompany that was spun-off on September 30, 2020, does not, in and of Renin Corp.itself, constitute a material relationship that would impair director independence. Independent director Becker serves on BBX Capital’s Board of Directors. The Board also determined that the provision of certain real estate-related services by entities affiliated with independent director Sharpe to BBX Capital subsequently engaged KPMG LLPin 2021 and 2022 and to auditNova Southeastern University (of which Alan B. Levan serves as a Trustee the historical financial statementsChairman of Renin Corp. and its consolidated subsidiaries. The Company holds an approximately 81% equity interest and 90% voting interestFinance Committee) in BBX Capital.
2021 did not constitute a material relationship that impaired his independence.
Committees of the Board of Directors and Meeting Attendance
The Board of Directors has established Audit, Compensation and Nominating/Corporate Governance Committees. The Board has adopted a written charter for each of these three committees and Corporate Governance Guidelines that address the make-up and functioning of the Board. The Board has also adopted a Code of Business Conduct and Ethics that applies to all of the Company’s directors, officers and employees. The committee charters, Corporate Governance Guidelines and Code of Business Conduct and Ethics are posted in the “Investor Relations” section of the Company’s website atwww.bfcfinancial.comwww.BVHCorp.com, and each is available in print, without charge, to shareholders.
TheDuring 2022, the Board met nineteen15 times, during 2015. Eachand each member of the Board of Directors attended at least 75% of the total number of meetings of the Board and committees on which he served during 2015.served. The Company has no formal policy requiring directors to attend the Company’s annual meetingAnnual Meeting of shareholders. FiveShareholders. All of the Company’s then-serving directors attended the Company’s 20152022 Annual Meeting of Shareholders.
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The Audit Committee
The Audit Committee consists of Joel Levy, Chairman, Oscar Holzmann andNorman H. Becker, Lawrence A. Cirillo, Darwin Dornbush, William Nicholson serve as the members of the Audit Committee.and Arnold Sevell. The Board has determined that each member of Messrs. Joel Levy, Holzmann and Nicholsonthe Audit Committee is “financially literate” and “independent,”“independent” within the meaning of applicable Securities and Exchange Commission (“SEC”)SEC rules and regulations and the listing standards of the NYSE, including the additional independence requirements applicable to audit committee members under the listing standards of the NYSE. The Board also determined that each of Messrs. Joeldirectors Levy and Holzmann is qualifiedBecker qualify as an “audit committee financial expert,experts,” as defined under Item 407 of Regulation S-K promulgated by the SEC. The Audit Committee met nine times during 2015.
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditor. Additionally, the Audit Committee assists Board oversight of: (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the qualifications, performance and independence of the Company’s independent auditor; and (iv) the performance
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of the Company’s internal audit function. In connection with these oversight functions, the Audit Committee receives reports from, and meets with, the Company’s internal audit group, management and independent auditor. The Audit Committee receives information concerning the Company’s internal control over financial reporting and any deficiencies in such control and has adopted a complaint monitoring procedure that enables confidential and anonymous reporting to the Audit Committee of concerns regarding questionable accounting or auditing matters. A report from theThe Audit Committee is included in this Proxy Statement on page 39.also responsible for reviewing and, if it determines to be advisable, approving related party transactions involving the Company and its directors or executive officers, or their immediate family members, which present issues regarding financial or accounting matters.
The Audit Committee met six times during 2022.
The Compensation Committee
Neil Sterling,The Compensation Committee consists of Arnold Sevell, Chairman, James R. Allmand, III, Norman H. Becker, Darwin Dornbush and William Nicholson serve as the members of the Compensation Committee.Nicholson. The Board has determined that each member of Messrs. Sterling, Dornbush and Nicholsonthe Compensation Committee is “independent,” a “Non-Employee Director,” as defined in Rule 16b-3 promulgated“independent” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and an “outside director,” as defined for purposes of Section 162(m)listing standards of the Internal Revenue Code of 1986, as amended (the “Code”). The Compensation Committee met seven times during 2015.
NYSE, including the additional independence requirements applicable to compensation committee members thereunder.
The Compensation Committee provides assistance to the Board in fulfilling its responsibilities relating to the compensation of the Company’s executive officers. It reviews and determines the compensation of the Company’s executive officers, including the Company’s Chief Executive Officer. The Compensation Committee also administers the Company’s 2021 Incentive Plan, which is the Company’s equity-based compensation plans. plan.
Pursuant to its charter, the Compensation Committee has the authority to retain consultants to assist the Compensation Committee in its evaluation of executive compensation, as well as the authority to approve any such consultant’s fees and retention terms. A report from theNo such consultants were engaged in 2022.
The Compensation Committee is included in this Proxy Statement on page 22.met four times during 2022.
The Nominating/Corporate Governance Committee
Oscar Holzmann, Chairman, Alan J. Levy and Neil Sterling serve as the members of theThe Nominating/Corporate Governance Committee.Committee consists of James R. Allmand, III, Chairman, Lawrence A. Cirillo and Arnold Sevell. The Board has determined that each member of Messrs. Holzmann, Alan Levy and Sterling is “independent”. Thethe Nominating/Corporate Governance Committee met three times during 2015.
is “independent” under the listing standards of the NYSE.
The Nominating/Corporate Governance Committee is responsible for: (i) assisting the Board in identifying individuals qualified to become directors; (ii) making recommendations of candidates for directorships; (iii) developing and recommending to the Board a set of corporate governance principles for the Company;
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(iv) overseeing the evaluation of the Board and management; (v) overseeing the selection, composition and evaluation of Board committees; and (vi) overseeing the management continuity and succession planning process.
In addition, the Nominating/Corporate Governance Committee is responsible for reviewing and, if it determines to be advisable, approving related party transactions involving the Company and its directors or executive officers, or their immediate family members, other than those presenting issues regarding financial or accounting matters, the review and approval of which has been delegated to the Audit Committee.
The Nominating/Corporate Governance Committee reviews, followingheld two meetings during 2022.
Following the end of the Company’s fiscal year, the Nominating/Corporate Governance Committee reviews the composition of the Board of Directors and the ability of its current members to continue effectively as directors for the upcoming fiscal year. In the ordinary course, absent special circumstances or a change in the criteria for Board membership, the Nominating/Corporate Governance Committee will re-nominate incumbent directors who continue to be qualified for Board service and are willing to continue as directors. If the Nominating/Corporate Governance Committee thinks it is in the Company’s best interest to nominate a new individual for director, or fill a vacancy on the Board which may exist from time to time, the Nominating/Corporate Governance Committee will seek out potential candidates for Board appointments who meet the criteria for selection as a nominee and have the specific qualities or skills being sought as follows. Generally, the Nominating/Corporate Governance Committee will identify candidates for directorships through the business and other organization networks of the directors and management. Candidates for director will be selected on the basis of the contributions the Nominating/Corporate Governance Committee believes that those candidates can make to the Board and to management and on such other qualifications and factors as the Nominating/Corporate Governance Committee considers appropriate. Board candidates should have a reputation for honesty and integrity, strength of character, mature judgment and experience in positions with a high degree of responsibility. In addition to reviewing a candidate’s background and accomplishments, candidates for director are reviewed in the context of the current composition of the Board and the evolving needs of the Company. While the Board does not have a formal diversity policy and the Nominating/Corporate Governance Committee does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of the Board, the Board prefers a mix of background and experience among its members. Accordingly, pursuant to the Company’s Corporate Governance Guidelines, the Nominating/Corporate Governance Committee, when assessing potential new directors, may seek individuals from diverse professional backgrounds who provide a broad range of skills, experience and expertise relevant to the
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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, nominationsSee “Future Shareholder Proposals” under “Additional Information” below for directors may be made only by or at the direction of the Board of Directors, or by ainformation regarding timing and other requirements relating to 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 aproposals and 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 2017 Annual Meeting of Shareholders, the Company must receive shareholder notice of a director nomination (i) between January 23, 2017 and February 22, 2017 or (ii) if the Company’s 2017 Annual Meeting of Shareholders is held more than 30 days before or after May 23, 2017, within ten days after the Company first mails notice of or publicly discloses the date of the meeting.
nominations.
Leadership Structure
The business of the Company is managed under the direction of the Board, which is elected by the Company’s shareholders.shareholders subject to the right of the Board to appoint directors to fill vacancies on the Board which may exist from time to time, including due to an increase in the size of the Board or due to director resignations. The fundamental responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director believesthe directors believe to be the best interests of the Company and its shareholders. The Board’s current leadership structure combines the position of Chairman and Chief Executive Officer. The Company believes that the combination of these two positions has been an appropriate and suitable structure for the Board’s function and efficiency, as the Chairman and Chief Executive Officer serves as the direct link between senior management and the Board.
Alan B. Levan held thecurrently holds dual positionpositions of Chairman and Chief Executive Officer from 1978 until his resignation from such positions on December 22, 2015. In connection with Mr. Alan Levan’s resignation, Jarett S. Levan, Executive Vice President of the Company and a member of the Company’s Board of Directors, was appointed by the Board of Directors to serve as the Company’s Acting Chairman and Chief Executive Officer. Mr. Alan Levan remains with the Company in the non-executive role of Founder and focuses on strategic planning as an advisor to management and the Board of Directors. Mr. Jarett Levan is the son of Mr. Alan Levan.
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Risk Oversight
The Board is responsible for overseeing management and the business and affairs of the Company, which includes the oversight of risk. In exercising its oversight, the Board has allocated some areas of focus to its committees and has retained areas of focus for itself. Pursuant to its charter, the Audit Committee is responsible for efforts designed to assure thatprovide the Board is providedwith the information and resources to assess management’s handling of the Company’s approach to risk management. The Audit Committee also has oversight responsibility for the Company’s financial risk (such as accounting, finance, internal control and tax strategy), and the Audit Committee or the full Board receives and reviews, as appropriate, the reports of the Company’s internal audit group regarding the results of its annual Company-wide risk assessment and internal audit plan. Reports of all internal audits are provided to the Audit Committee. The Compensation Committee oversees compliance with the Company’s executive compensation plans and related laws and policies. The Nominating/Corporate Governance Committee oversees compliance with governance-related laws and policies, including the Company’s Corporate Governance Guidelines. The Board as a whole has responsibility for overseeing management’s handling of the Company’s strategic and operational risks. Throughout the year, senior management reports to the Board on the risks that itmanagement believes may be material to the Company, including those disclosed in the Company’s reports filed with the SEC. The goal of these processes is to achieve serious and thoughtful Board-level attention to the nature of the material risks faced by the Company and the adequacy of the Company’s risk management processes and systems. While the Board recognizes that the risks which the Company faces are not static, and that it is not possible to identify or mitigate all risk and uncertainty all of the time, the Board believes that the Company’s approach to managing its risks provides the Board with the propera foundation and oversight perspective with respect to management of the material risks facing the Company.
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Executive Sessions of Non-Management Directors
During 2015,2022, 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 SterlingArnold Sevell was the presiding director for the executivethese sessions. The Future meetings of non-management directors haveare scheduled future meetings to be held at least annually, and the non-management directors may schedule additional meetings without management present as they determine.
Communications with the Board of Directors and Non-Management Directors
Interested parties who wish to communicate with the Board of Directors, any individual director or the non-management directors as a group can write to the Company’s SecretaryCompany at the Company’s principal executive offices at 401 East Las Olas Boulevard,4960 Conference Way North, Suite 800, Fort Lauderdale,100, Boca Raton, Florida 33301.33431, Attn: Secretary. If the person submitting the letter is a shareholder, the letter should include a statement indicating such. Depending on the subject matter, the Company will:
forward the letter to the director or directors to whom it is addressed;
attempt to handle the inquiry directly if it relates to routine or ministerial matters, including requests for information; or
not forward the letter if it is primarily commercial in nature or if it is determined to relate to an improper or irrelevant topic.
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
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accounting officer. The Code of Business Conduct and Ethics is available onposted in the “Investor Relations” section of the Company’s website atwww.bfcfinancial.comwww.BVHCorp.com. The Company will post amendments to or waivers from the Code of Business Conduct and Ethics (to the extent applicable to the Company’s principal executive officer, principal financial officer or principal accounting officer) on its website.
Compensation Committee Interlocks and Insider Participation
As described above, the Board of Directors has designated directors Neil Sterling, Chairman, Darwin Dornbush and William Nicholson, none of whom are current or former officers or employees of the Company or any of its subsidiaries, to serve on the Compensation Committee. There are no interlocking or other relationships or transactions involving the members of the Compensation Committee required to be disclosed under Item 407(e)(4) of Regulation S-K of the SEC.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of the copies of the forms furnished to the Company and written representations that no other reports were required, the Company believes that all filing requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable to its officers, directors and greater than 10% beneficial owners were complied with on a timely basis during the year ended December 31, 2015.2022.
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PROPOSAL NO. 1 - 1—ELECTION OF DIRECTORS
The Company’s Bylaws provide that the Board of Directors shall consist of no less than three or more than fifteensixteen directors, and for each director to serve for a term expiring at the Company’s next annual meeting of shareholders. The specific number of directors is set from time to time by resolution of the Board. TheAs described above, the Board of Directors currently consists of ninethirteen directors.
All ninethirteen of the Company’s current directors have been nominated for re-electionelection at the Annual Meeting toMeeting. Each director, if elected, will serve for a term expiring at the earliest of the Company’s 20172024 Annual Meeting of Shareholders. EachShareholders, the consummation of the director nominees was recommended for election byCompany’s currently proposed merger with Hilton Grand Vacations Inc., and the Nominating/Corporate Governance Committee andresignation or removal of such director. Each director 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.
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Directors Standing for Election
| ALAN B. LEVAN | Director since |
Jarett S.Mr. Alan Levan, age 42, was appointed Acting79, formed the I.R.E. Group (predecessor to the Company) in 1972. From 1978 until December 2015, he served as Chairman, Chief Executive Officer and President of the Company during December 2015.or its predecessors. During February 2017, Mr. Alan Levan was reappointed as the Company’s Chairman and Chief Executive Officer, and he continues to serve in such capacities. He has also served as a memberPresident of the Company since the completion of the Company’s spin-off of BBX Capital in September 2020. From December 2015 until his reappointment as the Company’s Chairman and Chief Executive Officer during February 2017, Mr. Alan Levan served as Founder and strategic advisor to the Company’s Board of DirectorsDirectors. Mr. Alan Levan is also the Chairman of BBX Capital. In addition, he served as Chairman of the Board of Bluegreen Vacations Corporation (“Bluegreen”) since September 2009May 2017 and was appointedfrom May 2002 to serveDecember 2015, and as its Chief Executive ViceOfficer and President since January 2020. From May 2015 until February 2017, he served Bluegreen in a non-executive capacity. Bluegreen became a wholly owned subsidiary of the Company during April 2011.May 2021 as a result of the statutory short-form merger effected at that time pursuant to which the Company acquired all of the approximately 7% of the then-outstanding shares of common stock of Bluegreen not previously owned by the Company (the “Bluegreen Merger”). Prior to the Bluegreen Merger, the Company owned approximately 93% of Bluegreen’s outstanding common stock. From 1994 until December 2015, Mr. JarettAlan Levan iswas the President and a director of BBX Capital, and he was appointed Acting Chairman and Chief Executive Officer of BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.), which merged with and into a wholly owned subsidiary of the Company during December 2015. He2016 (the “BBX Merger”). In addition, Mr. Alan Levan served as the Chief Executive Officer and PresidentChairman of BankAtlantic from 1987 until July 2012 when BankAtlantic was sold to BB&T Corporation (“BB&T”). Mr. Jarett Levan also serves as a director of Business for the Arts of Broward, the Broward Center for the Performing Arts, the Fort Lauderdale Museum of Art, the Community Foundation of Broward, the Greater Fort Lauderdale Alliance, the Broward Workshop, the Broward County Cultural Council and the Ambassadors Board of Nova Southeastern University. The Company’s Board of Directors believes that Mr. Jarett Levan’sAlan Levan is a strong operating executive, that his proven leadership skills enhance the Company and management experience, including his executiveits Board of Directors, and director positions at BBX Capital and other affiliates and subsidiaries, allow him to provide insight tohe provides the Board with respect tocritical insight regarding the Company’s business and affairs.prospects of the Company. Mr. Alan Levan is the father of Jarett S. Levan, a director of the Company.
| JOHN E. ABDO | Director since 1988 |
John E. Abdo, age 72,80, has served as Vice Chairman of the Company since 1993 and was Vice Chairman of BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.) until the completion of the BBX Merger in
| 1 | Excluding 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 Board. |
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December 2016. He also served as Vice Chairman of the Board of Bluegreen since 1994. He2002. In addition, from December 2015 until August 2017, he served as Acting Chairman of the Board of Bluegreen. Mr. Abdo is also the Vice Chairman of BBX Capital. Mr. Abdo served as Vice Chairman of BankAtlantic from 1987 until the completion of the sale of BankAtlantic to BB&T during July 2012. During December 2015, Mr. Abdo was appointed Acting Chairman of the Board of Bluegreen Corporation (“Bluegreen”). Mr. Abdo served as Vice Chairman of the Board of Bluegreen since 2002. Bluegreen was a publicly traded company with common stock listed on the NYSE until April 2013 when Bluegreen became a wholly-owned subsidiary of Woodbridge Holdings, LLC (“Woodbridge”) as a result of a cash merger transaction pursuant to which Woodbridge acquired all of the shares of Bluegreen’s common stock not previously owned by Woodbridge (the “Woodbridge-Bluegreen Merger”). The Company and BBX Capital own 54% and 46%, respectively, of Woodbridge. Mr. Abdo is also President of Abdo Companies, Inc. (“Abdo Companies”), a member of the Board of Directors of the Performing Arts Center Authority (“PACA”), and the former20-year President and current directormember of the Investment Committee and Chairman of the Finance Committee of the Broward Performing Arts Foundation. The Company’s Board of Directors believes that it benefits from Mr. Abdo’s contributions to the Board, many of which are the result of his extensive experience as part of the Florida business community and his knowledge of the business and affairs of the Company and its subsidiaries based on his long history of service. The Board also believes that Mr. Abdo’s real estate background provides additional knowledge and perspective to the Board.
| JAMES R. ALLMAND, III | Director since May 2021 |
James R. Allmand, III, age 75, was appointed to the Company’s Board of Directors in connection with completion of the Bluegreen Merger in May 2021 after serving as a director of Bluegreen since 2011. Mr. Allmand has over 40 years of resort real estate and hospitality operations management experience in the United States, Mexico, Central America and the Caribbean. Since 2008, Mr. Allmand has been the Senior Vice President for Operations and Real Estate for Global Resort Development, Inc., a development advisory group based in Dallas, Texas. His hospitality and real estate career began with the Sea Pines Company, a residential resort developer of Hilton Head Island, Amelia Island, Big Canoe and Palmas del Mar, Puerto Rico. Mr. Allmand previously served as General Manager and Area Senior General Manager for Embassy Suites properties in Fort Lauderdale, Florida from 1990-1993, and Regional Vice President of Operations in Florida for R & A Hotels, Huizenga Sports Holdings Executive Group and Florida Panthers Holdings from 1993-2004. His responsibilities included those relating to Hyatt Regency Pier Sixty-Six, Bahia Mar Beach Resort Yachting Center, Oceanside Inn, Portside Marina and Grande Oaks Golf Club. He was also previously Director of Advisory Services in Fort Lauderdale for IAG Florida, a commercial, residential and a hospitality development-oriented company, and General Partner and General Manager of a subsidiary company of a New York Stock Exchange (“NYSE”)-listed publicly traded REIT where he was involved in the successful turnaround of two bankrupt hotels in New Orleans and Jackson, Mississippi. He is a Certified Hotel Administrator (CHA), a Certified Food and Beverage Executive (CFBE). In 2000, he was named General Manager of the Year for the United States by the American Hotel and Lodging Association. In 2001, he was named General Manager of the Year by the Florida Hotel & Motel Association. The Company’s Board of Directors believes that Mr. Allmand provides valuable insight and contributions to the Board as a result of his extensive experience in the real estate and hospitality industries.
| NORMAN H. BECKER | Director since May 2021 |
Norman H. Becker, age 85, was appointed to the Company’s Board of Directors in connection with completion of the Bluegreen Merger in May 2021 after serving as a director of Bluegreen since 2003. Mr. Becker previously served as a director of the Company from 2013 until September 2020 when he joined BBX Capital’s Board of Directors in connection with the Company’s spin-off of BBX Capital at that time. Mr. Becker continues to serve as a director and member of the Audit Committee of BBX Capital. Mr. Becker is, and has been for more than twelve years, self-employed as a Certified Public Accountant. Mr. Becker was also the Chief Financial Officer and Treasurer of Proguard Acquisition Corp., as well as a member of its Board of Directors, until 2012. He was previously a partner with Touche Ross & Co., the predecessor of Deloitte & Touche LLP, for more than ten years. He also served as a director of Benihana until August 2012. The Company’s Board of Directors believes that Mr. Becker provides valuable insight to the Board and Audit Committee based on his business, financial and accounting expertise.
| LAWRENCE A. CIRILLO | Director since 2020 |
Lawrence A. Cirillo, age 84, was appointed to the Company’s Board of Directors in connection with the Company’s spin-off of BBX Capital in September 2020 after serving as a director of Bluegreen since 2003.
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Mr. Cirillo was Principal Partner and President of Atlantic Chartering, an oil tanker brokerage company, from 1979 until Atlantic Chartering merged with Seabrokers, Inc., a subsidiary of Clarkson, Ltd. Mr. Cirillo served as a Vice President of Seabrokers, Inc. until 2000. From 2000 until December 2021, Mr. Cirillo has served as an oil tanker broker with Southport Maritime, Inc. and he currently serves as a consultant for Southport Maritime, Inc. The Company’s Board of Directors believes that it benefits from Mr. Cirillo’s business experience generally and within the sales industry in particular, as well as his knowledge of the Company’s business and affairs as a result of his history of service as a director.
| DARWIN DORNBUSH | Director since 2009 |
Darwin Dornbush, age 86,93, 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 membershipsexperience on public company boards.
| JARETT S. LEVAN | Director since |
Oscar Holzmann,Jarett S. Levan, age 73,50, served as President of the Company until the completion of the spin-off of BBX Capital on September 30, 2020. In connection with the spin-off of BBX Capital, Mr. Jarett Levan became Chief Executive Officer and President of BBX Capital. He is also a director of BBX Capital, and he has been an Associate Professorserved as a director of Accounting atBluegreen since August 2017. From December 2015 to February 2017, Mr. Jarett Levan served as Acting Chairman and Chief Executive Officer of the UniversityCompany. Commencing in 1999, he was a director of, Miami Schooland in 2015 he became the Acting Chairman and Chief Executive Officer of, BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.) until the completion of the BBX Merger in December 2016. Further, Mr. Jarett Levan was the President of BankAtlantic from 2005 to 2007 and was the Chief Executive Officer of BankAtlantic from January 2007 until July 2012 when BankAtlantic was sold to BB&T. Mr. Jarett Levan also serves as a director of Business since 1980. He received his Ph.D. in Business Administration from Pennsylvania State University in 1974.for the Arts of Broward, the Broward Center for the Performing Arts, the Greater Fort Lauderdale Alliance, the Broward Workshop, the Broward College Foundation and the Ambassadors Board of Nova Southeastern University. The Company’s Board of Directors believes that Mr. Holzmann’s background givesJarett Levan’s operating and management experience, including his positions with the Company and its affiliates, have allowed him a unique perspective and position to contributeprovide valuable insight to the Board. His accounting and financial knowledge also make him a valuable memberMr. Jarett Levan is the son of Alan B. Levan, the Company’s Audit Committee.Chairman, Chief Executive Officer and President.
| JOEL LEVY | Director since 2009 |
Alan J. Levy, age 76, 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
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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 76,83, is the Vice Chairman of Adler Group, Inc., a commercial real estate company. He served as President and Chief Operating Officer of Adler Group from 1984 through 2007. Mr. Levy also serves as President and Chief Executive Officer of JLRE Consulting, Inc. and is a Certified Public Accountant. The Company’s Board of Directors believes that Mr. Levy’s experience, including relating to the real estate industry gained from his executive positions at Adler Group and JLRE Consulting, allow him to provide meaningful insight to the Board and that, based on his finance and accounting background, Mr. Levy makes important contributions to the Company’s Audit Committee.
| MARK A. NERENHAUSEN | Director since May 2021 |
Mark A. Nerenhausen, age 69, was appointed to the Company’s Board of Directors in connection with completion of the Bluegreen Merger in May 2021 after serving as a director of Bluegreen since 2003. Mr. Nerenhausen serves as the President and Chief Executive Officer of Hennepin Theater Trust. In addition, since August 2010, Mr. Nerenhausen has been a Principal of ZSP Consulting. Previously, he served as a
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professor and a director of the Syracuse University Janklaw Arts Leadership Program from 2011 through 2017. From March 2009 through July 2010, Mr. Nerenhausen served as President and Chief Executive Officer of the AT&T Performing Arts Center in Dallas, Texas. The Company’s Board of Directors believes that it benefits from Mr. Nerenhausen’s leadership skills and business and management experience gained from his service in Principal, President and Chief Executive Officer positions, including the sales aspects of his positions and his experience in the tourism and leisure industries.
| WILLIAM NICHOLSON | Director since 2009 |
William Nicholson, age 70,77, has served as a principal of Heritage Capital Group, an investment banking firm, since May 2010. He is currently Chief Compliance Officer of Heritage Capital Group. Mr. Nicholson also served as a principal of Heritage Capital Group from December 2003 through March 2009. 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.issues, and that the Board benefits from the expertise that Mr. Nicholson has as the Chief Compliance Officer for Heritage Capital Group, a FINRA-registered broker-dealer.
| ARNOLD SEVELL | Director since |
Neil Sterling,Arnold Sevell, age 64,75, was appointed to the Company’s Board of Directors in connection with completion of the Bluegreen Merger in May 2021 after serving as a director of Bluegreen since 2002. Mr. Sevell has been the principalPresident of The Sterling Resources Group,Sevell Realty Partners, Inc., a business development consultingfull-service commercial real estate firm, since 1998. He isand its affiliated entities, Sevell Realty Holdings LLC and Sevell Residential Realty LLC, for more than 30 years. Mr. Sevell also serves as Chairman of the principalPlanning and Zoning Board of SRG Technology, LLC, a software development and sales company, and New River Consulting Group, LLC, a business development consulting firm. As a business consultant and executive, theBoca Raton, Florida. The Company’s Board of Directors believes that Mr. Sterling brings strategicSevell provides expertise and insight to the Board bothas a result of his knowledge of, and experience within, the real estate industry and his insight into real estate markets generally.
| ORLANDO SHARPE | Director since 2021 |
Orlando Sharpe, age 64, was appointed to the Company’s Board of Directors in connection with completion of the Bluegreen Merger in May 2021 after serving as a director of Bluegreen since 2011. Mr. Sharpe founded Sharpe Project Developments, Inc., a real estate development company, in 1990 and has served as its President since that time. He is also the President of Sharpe Project Construction, Inc. and OLD, LLC. From 1986 to 1990, he was employed with Arvida/JMP Partners, L.P., a residential real estate development company, where he managed the design, construction, development and property management for several office buildings, retail centers, hotels, restaurants, warehouses and mixed use commercial parks. Prior to that time, he was employed by Weitz Co. General Contractors as a project manager on various commercial projects. His background also includes professional experience with a number of architectural and engineering firms. The Company’s Board of Directors believes that it benefits from Mr. Sharpe’s knowledge of the real estate industry generally and particularly with respect to real estate development and trends in the Company’s business and investments as well as emerging business models.industry.
| SETH M. WISE | Director since |
Seth M. Wise, age 46, has served53, was appointed to the Company’s Board of Directors in connection with completion of the Bluegreen Merger on in May 2021 after serving as a director andof Bluegreen since 2017. Mr. Wise previously served as Executive Vice President and a director of the Company sincefrom September 2009.2009 until the completion of the Company’s spin-off of BBX Capital in September 2020 when he became Executive Vice President and a director of BBX Capital. He is also President of BBX Capital Real Estate LLC, a wholly owned subsidiary of BBX Capital, and Chief Executive Officer of The Altman Companies, LLC, a wholly owned subsidiary of BBX Capital Real Estate. Mr. Wise was appointed to serve asalso Executive Vice President of BBX Capital during August 2012. Since July 2005, Mr. Wise has served as PresidentCorporation (formerly
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BankAtlantic Bancorp, Inc.) from 2012 until the completion 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 BBX Merger in December 2016. The Company’s Board of Directors believes that Mr. Wise’s real estate-related experience and background enhance the Board’s knowledge with respect to the real estate industry and that it benefits from the insight he brings with respect to the real estate industry and the Company’s BBX Capital’s and Woodbridge’s operations based on his executive positions at those companies.related thereto.
The Board of Directors Unanimously Recommends that Shareholders
Vote “For” the Election of EachAll of the Director Nominees.
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IDENTIFICATION OF EXECUTIVE OFFICERS
The following individuals areserve as the Company’s current executive officers of the Company:officers:
Name | ||
Position | ||
| Chairman, Chief Executive Officer and | ||
| John E. Abdo | Vice Chairman | |
| Raymond S. Lopez | Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer | |
| Dustin Tonkin | Executive Vice President, Chief | |
| Susan J. Saturday | Executive Vice President, Chief Administrative Officer | |
| Jorge de la Osa | Executive Vice President, Chief Legal and Compliance Officer | |
| Chanse W. Rivera | Executive Vice President, Chief Information Officer |
AllThe Company’s executive officers serve until they resign or are replaced or removed by the Board of Directors. Biographical information for each of the Company’s executive officers other than Mr. LopezAlan Levan and Mr. Abdo is set forth in “Proposal No. 1 – Election of Directors” above.
Biographical information for the Company’s other executive officers is set forth below.
Raymond S. Lopez, age 41, joined48, has served as Executive Vice President and Chief Financial Officer of the Company since March 2015. In addition, Mr. Lopez has served as Executive Vice President, Chief Financial Officer and Chief Accounting Officer on March 17, 2015. Since March 17, 2015, Mr. Lopez has also servedTreasurer of Bluegreen since September 2019 and as Chief FinancialOperating Officer of BBX Capital.Bluegreen since November 2019. He was appointed Chief Operating Officer and Treasurer of the Company in May 2021. Prior to joining the Company in March 2015, Mr. Lopez served as an officer of Bluegreen. He joined Bluegreen as its Controller in 2004 and was promoted to Chief Accounting Officer and Vice President of Bluegreen in 2005 and to Senior Vice President of Bluegreen in 2007. Prior to joining Bluegreen, Mr. Lopez worked in various capacities at Office Depot, Inc. and Arthur Andersen LLP. Mr. Lopez is a Certified Public Accountant. Mr. Lopez also served as Chief Financial Officer of BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.) from March 2015 until the completion of the BBX Merger in December 2016.
Dustin Tonkin, age 50, has served as Executive Vice President, Chief Sales and Marketing Officer of Bluegreen since May 2020 and was appointed Executive Vice President, Chief Sales and Marketing Officer of the Company following the completion of the Bluegreen Merger in May 2021. Mr. Tonkin joined Bluegreen in November 2019 as Executive Vice President, Chief Sales Officer. Prior to joining Bluegreen, Mr. Tonkin held various sales leadership roles at Wyndham Destinations, where he was employed most recently as Executive Vice President of Sales & Marketing.
Susan J. Saturday, age 64, has served as Executive Vice President, Chief Administrative Officer of Bluegreen since September 2019 and was appointed Executive Vice President, Chief Administrative Officer of the Company following the completion of the Bluegreen Merger in May 2021. Ms. Saturday also previously held various management positions at Bluegreen and the Company. In 1995, she was appointed Vice President and Director of Human Resources and Administration of Bluegreen. In 2004, Ms. Saturday was appointed Senior Vice President and Chief Human Resources Officer of Bluegreen. During October 2017, Ms. Saturday was appointed Executive Vice President of Bluegreen. From April 2018 until September 2019, Ms. Saturday served as Executive Vice President and Chief Human Resources Officer of the Company. She also performed the functions of Chief Human Resources Officer of the Company on a part-time basis from June 2016 through April 2018. From 1983 to 1988, Ms. Saturday was employed by General Electric Company in various financial management positions. Ms. Saturday holds a B.B.A. in Accounting and an M.S. in Human Resource Management.
Jorge de la Osa, age 53, joined Bluegreen in May 2018 as Executive Vice President, Chief Legal and Compliance Officer and serves as chief counsel and advisor to Bluegreen’s management and oversees Bluegreen’s day-to-day legal operations and compliance program. He was appointed Executive Vice President,
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Chief Legal and Compliance Officer of the Company following the completion of the Bluegreen Merger in May 2021. From 2010 until he joined Bluegreen in May 2018, Mr. de la Osa served in various senior leadership roles at Wyndham Vacation Ownership, including Executive Vice President and General Counsel. From 2004 to 2010, Mr. de la Osa was Lead Corporate Counsel at Sol Melia Vacation Club, a subsidiary of Melia Hotels International. He served as Corporate Counsel to Tempus Resorts International from 2002 to 2004. Mr. de la Osa is a member of the Florida Bar. He holds a J.D. in Law and a B.S. in Business Administration, Finance.
Chanse W. Rivera, age 54, was appointed Executive Vice President, Chief Information Officer of the Company following the completion of the Bluegreen Merger in May 2021. Mr. Rivera joined Bluegreen in August 2012. During December 2012, Mr. Rivera was appointed Senior Vice President and Chief Information Officer of Bluegreen. During October 2017, he was appointed Executive Vice President of Bluegreen. Prior to joining Bluegreen, Mr. Rivera was Chief Information Officer of Russell Hobbs, Inc., Global Service Manager of CITCO, Vice President, Managed Services of Fresh Del Monte Produce Inc., and IT Director of Blue Martini Software. Mr. Rivera holds a B.S. in Management Information Systems.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Review, Approval or Ratification of Related Transactions
The Company has a policy for the review and approval of transactions in which the Company is to be a participant, where the amount involved exceeds or is expected to exceed $120,000 annually, and in which any of the Company’s directors or executive officers, or any of their immediate family members, will have a direct or indirect material interest. Any such related party transaction is to be for the benefit of the Company and upon terms no less favorable to the Company than if the related party transaction was with an unrelated party.
The Board of Directors has delegated to the Nominating/Corporate Governance Committee the review and approval of related party transactions relating to directors or executive officers, or their immediate family members, other than those presenting issues regarding financial or accounting matters, the review and approval of which has been delegated to the Audit Committee. In reviewing related party transactions, the Nominating/Corporate Governance Committee or the Audit Committee, as applicable, evaluates the terms of the related party transaction, including an assessment of the arms-length nature of the terms, and may evaluate and consider other factors that it deems appropriate with respect to the transaction.
Related Transactions
The Company may be deemed to be controlled by Alan B. Levan, the Company’s former Chairman, Chief Executive Officer and President andof the Company, John E. Abdo, Vice Chairman of the Company’s Vice Chairman. Together,Company, Jarett S. Levan, a director of the Company and son of Mr. Alan Levan, and Mr. AbdoSeth M. Wise, a director of the Company. Together, they may be deemed to beneficially own shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 76%81% of the Company’s total voting power. See “Security OwnershipFurther, in connection with the spin-off of Certain Beneficial OwnersBBX Capital during September 2020, Mr. Jarett Levan became the Chief Executive Officer and Management” below for further information with respect to the share ownershipPresident and a director of each ofBBX Capital, Mr. Alan Levan became the Chairman of the Board of BBX Capital, Mr. John E. Abdo became Vice Chairman of BBX Capital and Seth M. Wise became Executive Vice President and a director of BBX Capital. Mr. Alan Levan, Mr. Abdo, Mr. Jarett Levan and Mr. Abdo.
The Company holds sharesWise may also be deemed to control BBX Capital through their ownership of BBX Capital’s Class A Common Stock and Class B Common Stock representing an approximately 81% equity interest and 90%a majority of BBX Capital’s total voting interest inpower. Each of them also receive compensation from BBX Capital.
The Company andreimburses BBX Capital own 54%for advisory, risk management, administrative and 46%, respectively, of Woodbridge, which is the sole shareholder of Bluegreen. Jarett S. Levan, the son of Mr. Alan Levan, is the Acting Chairman, Chief Executive Officer and President of the Company. Mr. Jarett Levan is also the President and Acting Chairman and Chief Executive Officer of BBX Capital. In addition, John E. Abdo is the Vice Chairman of BBX Capital. Mr. Abdo also served as Vice 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 ofother services. The Company reimbursed BBX Capital $2.0 million and Chairman of Bluegreen until December 2015. Further, Seth M. Wise is an executive officer and director of the Company and an executive officer of BBX Capital. Raymond S. Lopez is an executive officer of the Company and BBX Capital and he previously served as
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Chief Accounting Officer and Senior Vice President of Bluegreen. John K. Grelle served as an executive officer of the Company and BBX Capital until his retirement on March 17, 2015. See “Executive Compensation” below for information regarding the compensation paid by the Company, BBX Capital and Bluegreen to Mr. Jarett Levan, Mr. Abdo, Mr. Alan Levan, Mr. Wise, Mr. Lopez and Mr. Grelle, as applicable, for$1.2 million during the years ended December 31, 2015, 20142022 and 2013.
During April 2013,2021, respectively, for such services. Further, 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,reimbursed 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 Capital and Bluegreen, and an information technology services agreement between the Company and BBX Capital for the year ended December 31, 2015 (in thousands).
| For the Year Ended December 31, 2015 | ||||||||||||
| BFC | BBX Capital | Bluegreen | ||||||||||
| Shared service income (expense) | $ | 627 | (198 | ) | (429 | ) | ||||||
| Facilities cost and information technology | $ | (419 | ) | 419 | — | |||||||
In December 2012, the Company entered into an agreement with BBX Capital pursuant to which BBX Capital provides office facilities to the Company at BBX Capital’s and the Company’s principal executive offices. Under the terms of the agreement, the Company reimburses BBX Capital at cost for certain costs and expenses related to the office facilities provided, which totaled $419,000$0.1 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, for2021, with no such reimbursements during the year ended December 31, 2015, totaled $193,000 with respect to2022. The Company had $0.2 million and $0.1 million in accrued expenses as of December 31, 2022, and 2021, respectively, for the Company and $1,150,000 with respectservices to BBX Capital. This arrangement was terminated in January 2016.
Capital described above.
During both the yearyears ended December 31, 2015, Bluegreen paid a subsidiary of2022 and 2021, the Company approximately $600,000 for a variety of management advisory services.
On April 30, 2015, the Company consummated a cash tender offer pursuant to which it purchased from the shareholders of BBX Capital a total of 4,771,221 shares of BBX Capital’s Class A Common Stock, at a purchase price of $20.00 per share, for a total purchase price of approximately $95.4 million. On April 17, 2015, the Company entered into a Loan Agreement and Promissory Note with a wholly owned subsidiary of Bluegreen pursuant to which Bluegreen’s subsidiary provided an $80 million loan to the Company to finance, in part, the Company’s purchase of shares of BBX Capital’s Class A Common Stock in the tender offer. 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, Bluegreen recognized $5.6 million of interest income on the loan.
On September 4, 2015, the Company entered into Share Exchange Agreements with Alan B. Levan, John E. Abdo, Jarett S. Levan and Seth M. Wise (collectively, the “BBX Capital RSU Holders”) as holders of restricted stock units of Class A Common Stock of BBX Capital (“BBX Capital RSUs”). Pursuant to the Share Exchange Agreements, (a) each BBX Capital RSU Holder granted the Company the option to acquire, simultaneously with the
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vesting of each BBX Capital RSU, some or all of the shares of BBX Capital’s Class A Common Stock which, absent the Share Exchange Agreement, would (after withholding) have been received by the BBX Capital RSU Holder upon the vesting of the BBX Capital RSU and (b) the Company agreed to issue to the BBX Capital 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’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’s Class A Common Stock is the closing price of the applicable class of stock on the trading day immediately preceding the date of closing of the share exchange.
On September 1, 2015, the Company’s Board of Directors approved (a) the exercise in full of the Company’s options with respect to all of the BBX Capital RSUs held by the BBX Capital RSU Holders which vested on September 30, 2015 and (b) the issuance of shares of the Company’s Class B Common Stock in exchange therefor. In connection with this option exercise, on September 30, 2015, the Company issued a total of 1,218,476 shares of its Class B Common Stock to the BBX Capital RSU Holders and received a total of 221,821 shares of BBX Capital’s Class A Common Stock in exchange therefor. The share exchanges were effected simultaneously with the vesting of the applicable BBX Capital RSUs on September 30, 2015 and were based on the closing prices of the Company’s Class B Common Stock and BBX Capital’s Class A Common Stock on September 29, 2015 of $2.88 per share and $15.82 per share, respectively. The following table sets forth the number of shares of the Company’s Class B Common Stock issued to each BBX Capital RSU Holder on September 30, 2015 and the number of shares of BBX Capital’s Class A Common Stock which the Company received in exchange therefor.
| BBX Capital RSU Holder | Number of Shares of the Company’s Class B Common Stock Issued to the BBX Capital RSU Holder | Number of Shares of BBX Capital’s Class A Common Stock Received by the Company |
| Alan B. Levan | 405,624 | 73,843 |
| John E. Abdo | 405,624 | 73,843 |
| Jarett S. Levan | 204,413 | 37,213 |
| Seth M. Wise | 202,815 | 36,922 |
| Total | 1,218,476 | 221,821 |
On May 8, 2015, the Company, BBX Capital, Woodbridge, Bluegreen and their respective subsidiaries entered into an Agreement to Allocate Consolidated Income Tax Liability and Benefits (the “Consolidated Tax Agreement”) pursuant to which, among other customary terms and conditions, the parties agreed to file consolidated federal tax returns. Pursuant to the Consolidated Tax Agreement, 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, Bluegreen paid the Company $19.2 million pursuant to the Consolidated Tax Agreement.
The Company pays Abdo Companies, Inc. approximately $25,520 per month in exchange$153,000, 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.
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EXECUTIVE COMPENSATION
compensation Discussion and Analysis
Executive Summary
The structureIn connection with its spin-off 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 include its 81% equity interest in BBX Capital and its 54% equity interest in Woodbridge, which owns 100% of Bluegreen. During 2015, the Company’s financial results benefited from the accomplishment at BBX Capital and Bluegreen of numerous strategic objectives, including the following.
These and other accomplishments during 2015 generated positive financial results forSeptember 2020, the Company including significant increases in consolidated revenues, net income, earningsissued a $75.0 million note payable to BBX Capital. The note accrues interest at a rate of 6% per shareannum and requires payments of interest only on a quarterly basis; provided, however, that interest payments may be deferred at the Company’s book value, as well as an approximately 6.0% increase in the market price of the Company’s Class A Common Stock from December 31, 2014 through December 31, 2015.
The Compensation Committee monitored achievement of these strategic initiatives and other factors during the year. As a result of that process, the Compensation Committee determined that the Named Executive Officers substantially accomplished many of the objectives established for them in 2015. Accordingly, the Compensation Committee approved the payment of cash bonuses and made grants of restricted stock awards that are scheduled to vest over the next four years. Additional details are provided below; see especially “Annual Incentive Program” and “Long-Term EquityCompensation.”
Named Executive Officers
The following individuals were the Named Executive Officers (“NEOs”)option of the Company, during 2015:
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Alan B. Levan resignedwith interest on the entire outstanding balance thereafter to accrue at a cumulative, compounded rate of 8% per annum until such time as Chairman, Chief Executive Officerthe Company is current on all accrued payments under the note, including deferred interest. All outstanding amounts under the note will become due and President, and aspayable on September 30, 2025, or earlier upon certain events. In December 2021, the Company made a director$25.0 million prepayment of the Company, effective December 22, 2015, but remains employed bynote reducing the Company in a non-executive position as Founder and provides strategic adviceoutstanding note balance from $75.0 million to management and$50.0 million. During the Board of Directors of the Company. Jarett S. Levan, Executive Vice President of the Company, was appointed Acting Chairman, Chief Executive Officer and President of the Company, effective December 22, 2015. Mr. Jarett Levan is the son of Mr. Alan Levan.
John K. Grelle retired on March 17, 2015. Raymond S. Lopez was appointed to succeed Mr. Grelle as the Company’s Executive Vice President, Chief Financial Officer and Chief Accounting Officer, effective March 17, 2015.
Compensation Committee Oversight of Executive Compensation
The Compensation Committee of the Company’s Board of Directors administers the compensation program for the Company’s executive officers. The Compensation Committee evaluates and approves the base salaries, annual bonuses and equity awards and other compensation elements for each Named Executive Officer, including the Chief Executive Officer. The Compensation Committee also reviews and approves the Company’s executive compensation plans and policies.
The Compensation Committee’s charter reflects these responsibilities, and the Compensation Committee and the Board annually review and, if appropriate, revise the charter (or, in the case of the Compensation Committee, recommend to the full Board of Directors revisions to the charter). The Board determines the Compensation Committee’s membership, which is composed entirely of independent directors under applicable law, including the specific independence requirements for compensation committee members. As previously described the Board of Directors used the independence requirements set forth in the listing standards of the NYSE in connection with its independence determinations. The Compensation Committee meets at regularly scheduled times during the year, and it may also hold specially scheduled meetings and take action by written consent. When necessary or requested, the Chairman of the Compensation Committee reports at Board meetings on Compensation Committee actions and recommendations.
Executive Compensation Consultants
The Compensation Committee has the authority to engage and retain executive compensation consultants and other advisors to assist with its deliberations. During 2015, the Compensation Committee did not engage the services of an executive compensation consultant.
Role of Management in Executive Compensation Decisions
The Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation of the Named Executive Officers. The Compensation Committee makes all compensation decisions for the Named Executive Officers, and the Compensation Committee reviews and approves recommendations regarding equity awards under the Company’s equity compensation plans. In reviewing the recommendations of the Chief Executive Officer, the Compensation Committee can exercise its discretion to approve, not approve or modify, upward or downward, any amounts or awards recommended by the Chief Executive Officer.
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Consideration of Advisory Votes on Executive Compensation
At the Company’s 2013 Annual Meeting, holders of shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 95% of votes cast voted in favor of the compensation provided to the Company’s Named Executive Officers for 2012. The Compensation Committee was pleased with the shareholders’ favorable endorsement of the Company’s executive compensation program.
In addition, at the Company’s 2013 Annual Meeting, holders of shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 95% of the votes cast voted in favor of holding non-binding advisory votes on Named Executive Officer compensation every three years. The Board also believes that the say on pay proposal should be presented to a vote of the Company’s shareholders every three years because, among other things, a three-year period will allow the Company’s shareholders to better judge the Company’s executive compensation program in relation to performance over time and a three-year period will provide the Board with sufficient time to thoughtfully consider shareholder input, including voting results, and to effectively implement any changes to the Company’s executive compensation program it deems appropriate. Accordingly, the Company did not hold an advisory vote on executive compensation at its 2014 or 2015 Annual Meetings. As previously described, the Company will hold an advisory vote on executive compensation at this year’s Annual Meeting. See “Proposal No. 2 - Non-Binding Advisory Vote on Named Executive Officer Compensation (Say on Pay).”
Although the advisory votes on executive compensation are not binding on the Company, the Compensation Committee intends to consider the outcomes of shareholder votes, as well as other feedback it may receive from shareholders regarding the compensation of Named Executive Officers.
Executive Compensation Philosophy and Objectives
The Company’s compensation program for executive officers consists of a base salary, cash bonuses under the Company’s annual incentive program, periodic grants of stock options or restricted stock awards, and health and welfare benefits.
The Compensation Committee believes that an effective executive compensation program should:
From time to time, the Compensation Committee reviews market data, but the Compensation Committee does not manage salaries or other components of executive compensation toward a specific market target. This is due to, among other things, the limited number of publicly traded companies comparable to the Company in terms of size and scope, as well as the entrepreneurial nature of the Company, the variability of performance across the Company’s holdings, and the Company’s focus on long-term value creation. Market information, when considered, is used to provide a context and frame of reference for making decisions.
Each of the Named Executive Officers also holds (or held, in the case of Alan B. Levan and John K. Grelle) an executive position at BBX Capital. During 2015, as in prior years, the Company’s Named Executive Officers also received compensation from BBX Capital for their services on behalf of BBX Capital, in addition to the compensation provided to them by the Company. See “Summary Compensation Table” for additional information. While the Compensation Committee does not determine the compensation paid by BBX Capital, the Compensation
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Committee considers the fact that the Named Executive Officers allocate a portion of their time to BBX Capital when determining the compensation paid to them by the Company.
As described below under “Employment Agreements,” each of the Named Executive Officers, including Jarett S. Levan, the Company’s Acting Chief Executive Officer, and Alan B. Levan, the Company’s former Chief Executive Officer, have (or had in the case of John K. Grelle) employment agreements with the Company. The employment agreements, among other things, provide the structure of the compensation to be paid to them by the Company, including payments to which they may be entitled in connection with termination of their employment under certain circumstances such as following a “Change in Control” of the Company.
Components of Executive Compensation
The Company’s compensation 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, 2015,2022, the principal componentsCompany incurred interest expense of compensation for$3.0 million under the Named Executive Officers were:
Base Salarynote to BBX Capital. The Company has subsequently repaid an additional $15.0 million under the note.
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.17
EXECUTIVE COMPENSATION
Summary Compensation Table
The Compensation Committee believes that the base salariesfollowing table sets forth information regarding compensation awarded to, earned by, or paid by the Company are competitive with broad market practices basedfor the years ended December 31, 2022 and 2021 to or on periodic reviews of market data, trends in pay practices and the responsibilitiesbehalf of, the Namedfollowing persons (collectively, the “Named Executive Officers. The Compensation Committee annually reviews the base salaries of the Named Executive Officers and makes decisions about any base salary increases after evaluating the Company’s performance and each executive officer’s contribution to those results. The Compensation Committee’s review also includes, among other things, the functional and decision-making responsibilities of each executive, the significance of an executive officer’s specific area of individual responsibility to the Company’s financial performance and strategic goals, and the contribution, experience and work performance of the executive officer relative to the Compensation Committee’s expectations as well as to other executive officers within the Company. The Compensation Committee also considers any recommendations from the Chief Executive Officer for adjustments to the base salaries of the other Named Executive Officers. Under the terms of their respective employment agreements, the base salary of a Named Executive Officer may not be decreased without his consent.
During March 2015,Officers” or “NEOs”): Alan B. Levan, the Company’s then-serving Chief Executive Officer, recommended base salary increases at the Company for Jarett S. Levan and Seth M. Wise. After considering that recommendation and the performance, skills, achievements and potential of Messrs. Jarett Levan and Seth Wise, the Compensation Committee approved a $75,000 increase to the respective annual base salaries of Messrs. Jarett Levan and Seth Wise, bringing each of their annual base salaries to $450,000.
During March 2015, Raymond S. Lopez succeeded John K. Grelle as the Company’s Executive Vice President, Chief Financial Officer and Chief Accounting Officer. As described in further detail below under “Employment Agreements,” the Compensation Committee approved an initial annual base salary for Mr. Lopez of $174,500. The Compensation Committee did not make any base salary adjustments for the Company’s executive officers for 2016. As previously described, Mr. Alan Levan resigned as Chairman, Chief Executive Officer and President of the Company, effective December 22, 2015, but continues to serve the Company in the non-executive position of Founder and strategic advisor. In connection with such change in Mr. Alan Levan’s role, his annual base salary was decreased from $750,000 to $350,000.
For additional information related to the Compensation Committee’s decisions regarding Chief Executive Officer compensation, see “Chief Executive Officer Compensation” below.
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Annual Incentive Program
The Company’s annual incentive program seeks to encourage high performance by providing executives the opportunity to earn cash bonuses based on achievement of the Company’s strategic and financial initiatives.
Under the Company’s 2015 annual incentive program, the Compensation Committee approved a set of strategic initiatives considered to be important to the success of the Company, including its long-term business strategy, and to reflect Company priorities for the year. For 2015, the Compensation Committee approved the following strategic initiatives:
No objective financial targets or formulas for establishing bonus pay were established and no weight or other specific priority was given to any strategic initiative, but rather the strategic initiatives were to be considered by the Compensation Committee, together with the performance of the Named Executive Officer during the year and his role and responsibility with respect to the strategic initiatives, in determining the annual bonus payment to each Named Executive Officer. In addition, the Compensation Committee reserved its right to consider other factors in addition to or in lieu of the strategic initiatives when evaluating Company performance after the end of the year and the annual bonus to be paid to the Named Executive Officers for the year.
As described below under “Employment Agreements,” each Named Executive Officer during 2015 was eligible under his employment agreement with the Company to receive an annual bonus payment of up to a specified percentage (200% for each of Messrs. Alan Levan and John Abdo; and 80% for each of Messrs. Jarett Levan and Seth Wise) of his then-current annual base salary. Mr. Lopez’s annual bonus opportunity is equal to 60% of the sum of (i) his annual base salary from the Company plus (ii) 50% of his annual base salary from Bluegreen. Bluegreen currently pays Mr. Lopez an annual salary of $26,000. Accordingly, for 2015, the annual bonus opportunity for each of Messrs. Alan Levan and John Abdo was $1,500,000; the annual bonus opportunity for each of Messrs. Jarett Levan and Seth Wise was $360,000; and the annual bonus opportunity for Mr. Raymond Lopez was $112,500. Mr. John Grelle was not eligible for a 2015 bonus due to his retirement in March 2015. After evaluating the Company’s performance, including specific consideration of strategic initiatives approved by the Compensation Committee, and the contributions and performance of the Named Executive Officers, the Compensation Committee determines the cash bonuses to be paid to the Named Executive Officers, which may be less than or equal to their annual bonus potentials in the discretion of the Compensation Committee.
In January, 2016 the Compensation Committee reviewed the Company’s results relative to each of the strategic initiatives it had established at the beginning of the year as well as the performance of the Named Executive Officers, including in respect of the strategic initiatives. The Compensation Committee noted that during 2015 significant progress had been made with respect to the Company’s business and investment strategy leading to positive results at the Company. In particular, the Compensation Committee noted the following accomplishments during the year.
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In addition, with respect to the goal of long-term value creation, the Compensation Committee noted the substantial increase in the Company’s book value. The Compensation Committee also took note of the performance of the Company’s stock price, which increased approximately 6.0% during the year.
Based on the above, in January, 2016, the Compensation Committee approved the payment of cash bonuses to the Named Executive Officers equal to the full amount of their respective annual bonus potentials shown above. The annual cash bonuses paid for 2015 are included in the Bonus column of the Summary Compensation Table below.
Long-Term Equity Compensation
The Company’s long-term equity compensation program seeks to ensure that a significant portion of executive compensation is tied to the performance of the Company’s stock. This serves to align the interests of the Named Executive Officers with those of the shareholders. The Company seeks to accomplish this alignment through periodic, typically annual, grants of stock options and/or restricted stock awards. Awards of stock options and/or restricted stock awards provide the Named Executive Officers with a meaningful ownership interest.
Awards of stock options and restricted stock awards are currently made under the BFC Financial Corporation 2014 Stock Incentive Plan, as amended (the “2014 Stock Incentive Plan”). The adoption of the 2014 Stock Incentive Plan was approved at the Company’s 2014 Annual Meeting by holders of shares of the Company’s Class A Common Stock and Class B Common Stock representing greater than 98% of the votes cast. The 2014 Stock Incentive Plan authorizes the Compensation Committee to grant stock options and restricted stock awards of a total of 9,000,000 shares, including 500,000 shares of the Company’s Class A Common Stock and 8,500,000 shares of the Company’s Class B Common Stock, to Named Executive Officers, non-employee members of the Board of Directors, and other employees of the Company, its parent (if any), subsidiaries or affiliates. No more than 1,500,000 shares in the aggregate may be granted under the 2014 Stock Incentive Plan to any individual in any calendar year.
All awards under the 2014 Stock Incentive Plan are made at the discretion of the Compensation Committee, which has the authority to establish the terms and conditions, such as vesting requirements, the class of common stock covered by, and the performance criteria, if any, of all awards. The Compensation Committee determines whether to make any awards to the Company’s Chief Executive Officer, and, if so, the number of stock options or restricted stock awards to grant, as well as the vesting requirements and any other terms and conditions of the award, including the class of common stock covered by the award. In determining whether to grant any stock options or restricted stock awards to Named Executive Officers other than the Chief Executive Officer, the Compensation Committee considers any recommendations from the Chief Executive Officer. The Compensation Committee may also consider other factors, such as an executive’s level of responsibility, recent performance and expected future
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performance, previously granted and still outstanding grants of stock options or restricted stock awards, and the potential value of an award relative to other components of executive compensation.
In recent years, the Compensation Committee has chosen to grant restricted stock awards rather than stock options. The Company has undergone significant changes since 2012, particularly given BBX Capital’s sale of BankAtlantic, its former wholly owned federal savings bank subsidiary, to BB&T Corporation during July 2012, and BBX Capital’s related transition to an entrepreneurial enterprise focused on real estate activities and investments in operating companies. As the transformation continues and as Bluegreen continues to implement and work to expand its “capital-light” business strategy, the Compensation Committee believes that restricted stock awards serve to appropriately reward the executives for the value they may help create. Also, given the Company’s emphasis on achieving sustainable increases in value over the long-term and the objective of aligning executives’ interests with those of shareholders, the Compensation Committee believes that restricted stock awards currently are the most appropriate form of long-term equity compensation for the Named Executive Officers.
In September 2015, the Compensation Committee considered the Company’s and each Named Executive Officer’s performance, including the substantial progress made toward accomplishing many of the strategic initiatives described above. Based on those considerations, the Compensation Committee granted restricted stock awards of the Company’s Class B Common Stock to the Named Executive Officers as follows:
The grant date fair values of these awards are included in the Summary Compensation Table under Stock Awards. These awards are scheduled to vest in 25% increments during each of October 2016, 2017, 2018 and 2019. They are subject to forfeiture if the executive voluntarily terminates all employment with the Company or is terminated by the Company for cause prior to the lapse of restrictions. As previously described, while Mr. Alan Levan has resigned as the Company’s Chairman, Chief Executive Officer and President; John E. Abdo, the Company’s Vice Chairman; and Dustin Tonkin, Executive Vice President, he remains employed byChief Sales and Marketing Officer of the Company in the role of Founder and strategic advisor.Company.
In connection with Mr. Grelle’s retirement on March 17, 2015, the Compensation Committee approved the acceleration of the vesting of restricted stock awards of 220,500 shares of the Company’s Class A Common Stock previously granted to Mr. Grelle.
Benefits
The Named Executive Officers are provided certain benefits, such as medical, dental, life, disability and related insurance coverage, which are substantially the same as those provided to the Company’s other employees. These benefit programs are believed to be competitive with similar programs provided by comparable employers in order to attract and retain talented and qualified employees.
Chief Executive Officer Compensation
The Compensation Committee seeks to structure the Chief Executive Officer’s compensation to reflect the leadership role of such position and to be consistent in terms of its components with the compensation arrangements for other Named Executive Officers. The Chief Executive Officer’s compensation is designed to reward performance, including the achievement of the Company’s long-term strategic plan and other strategic initiatives that may be established from time to time by the Compensation Committee as described above. Accordingly, a majority of the annual compensation paid to the Company’s Chief Executive Officer has in recent years, including in 2015, been comprised of either cash bonuses paid under the annual incentive program or annual grants of long-term equity compensation (most recently in the form of restricted stock awards which are scheduled to vest over a four-year period). The value that the Chief Executive Officer may receive from the long-term equity compensation is directly related to the performance of the Company’s stock and therefore serves to reward performance and align
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his interests with those of other shareholders.
Alan B. Levan served as the Chairman of the Board, Chief Executive Officer and President of the Company from its formation in 1978 until his resignation as an executive officer and director on December 22, 2015. He continues to serve the Company in a non-executive role as Founder and strategic advisor to management and the Company’s Board of Directors. In addition, Mr. Alan Levan served as the Chairman of the Board and Chief Executive Officer of BBX Capital from 1994 until his resignation as an executive officer and 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 served as non-executive Chairman of Bluegreen from 2002 until December 2015 and he continues to serve Bluegreen in a non-executive capacity.
As further described above under “Components of Executive Compensation,” in 2015 the Compensation Committee took the following actions in regard to Mr. Alan Levan’s compensation for his service as the Company’s Chief Executive Officer:
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($) | Non- Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Alan B. Levan | 2022 | 1,150,000 | 950,000 | 1,844,850 | (2) | 1,425,000 | 1,200 | 5,371,050 | ||||||||||||||||||||
Chairman, Chief Executive Officer and President | 2021 | 1,150,000 | 1,425,000 | 2,901,300 | (3) | 1,425,000 | 1,089 | 6,902,389 | ||||||||||||||||||||
John E. Abdo | 2022 | 1,150,000 | 950,000 | 1,844,850 | (2) | 1,425,000 | 1,200 | 5,371,050 | ||||||||||||||||||||
Vice Chairman | 2021 | 1,150,000 | 1,425,000 | 2,901,300 | (3) | 1,425,000 | 1,572 | 6,902,872 | ||||||||||||||||||||
Dustin Tonkin | 2022 | 525,000 | 357,500 | 1,038,600 | (2) | 1,874,069 | 26,356 | 3,821,525 | ||||||||||||||||||||
Executive Vice President, Chief Sales and Marketing Officer | 2021 | 475,000 | 347,778 | 5,064,393 | (3) | 1,661,099 | 25,868 | 7,574,138 | ||||||||||||||||||||
In making these decisions, the Compensation Committee considered the strategic initiatives accomplished during 2015 and described above. The Compensation Committee also considered the transformation at BBX Capital that began in 2012 following its sale of BankAtlantic at that time and continued through 2015, as BBX Capital evolved from a bank holding company to an entrepreneurial enterprise focused on real estate activities and investments in operating companies. In addition, the Compensation Committee noted the positive performance at Bluegreen, including the continued implementation and expansion of Bluegreen’s “capital-light” business strategy.
Although Mr. Alan Levan resigned as 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 and in recognition of the fact he served as Chief Executive Officer for all but a few days of the year.
Since his resignation as an executive officer and director in December 2015, Mr. Alan Levan has continued to serve the Company in a non-executive role as Founder and strategic advisor to management and the Board of Directors. As noted above, in January 2016 his annual base salary was reduced from $750,000 to $350,000, to reflect the changes in his role. During December 2015, Mr. Alan Levan also resigned as an executive officer and director of BBX Capital but continues to serve BBX Capital in a non-executive role as Founder and strategic advisor. In connection 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 provides services to Bluegreen in a non-executive position and is compensated directly by Bluegreen for those services. For 2016, Mr. Alan Levan will receive an annual base salary of $600,000 from Bluegreen. Mr. Alan Levan does not have an employment agreement with Bluegreen and did not receive a salary from Bluegreen in 2015.
Jarett S. Levan has served as Acting Chairman, Chief Executive Officer and President of the Company since December 22, 2015. Mr. Jarett Levan has served as Executive Vice President of the Company since 2011 and as a director of the Company since 2009. Mr. Jarett Levan also was appointed by BBX Capital to serve as its Acting Chairman and Chief Executive Officer, effective December 22, 2015. He has served as President of BBX Capital since 2007 and as a director of BBX Capital since 1999. He was the Chief Executive Officer and President of BankAtlantic, BBX Capital’s former federal savings bank subsidiary, until the sale of BankAtlantic in 2012.
During 2015, in his role as Executive Vice President, Jarett Levan received a base salary of $450,000, a cash bonus of $360,000, and a restricted stock award of 388,932 shares of Class B Common Stock, which are scheduled to vest in 25% annual increments beginning in October 2016, as described above. In January 2016, the Compensation Committee determined not to increase or otherwise modify Mr. Jarett Levan’s annual base salary or
21
annual bonus opportunity in connection with his service as Acting Chairman, Chief Executive Officer and President of the Company; however, the Compensation Committee may determine to do so in the future based on Mr. Jarett Levan’s increased responsibilities in such positions, as well as the other factors described above with respect to the components of Named Executive Officer compensation. Further, the granting of any restricted stock awards or other equity-based awards for 2016 will be determined by the Compensation Committee later in 2016.
Code Section 162(m)
In accordance with Section 162(m) of the Code, the deductibility for federal income tax purposes of compensation paid to certain of the Company’s executive officers in excess of $1.0 million in any year may be restricted. The Compensation Committee considers the potential impact of Section 162(m) of the Code as it makes executive compensation determinations. However, the Compensation Committee believes that a tax deduction is only one of several relevant considerations in setting executive compensation. Accordingly, the Compensation Committee has approved and may in the future approve compensation to executive officers which exceeds the deductibility limits or otherwise may not qualify for deductibility. Compensation paid for 2015 to each Named Executive Officer over $1.0 million is not deductible for federal income tax purposes under Section 162(m) of the Code.
Compensation Committee Report
The following Compensation Committee Report shall not be deemed to be “soliciting material” or to be “ filed” with the SEC or subject to Regulation 14A or 14C promulgated by the SEC, other than as provided in Item 407 of Regulation S-K promulgated by the SEC, or to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that the following Compensation Committee Report be treated as “soliciting material” or specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
| (1) |
|
22
Summary Compensation Table
The following table sets forth certain summary information concerning compensation which, during 2015, 2014 and 2013, the Company, BBX Capital and Bluegreen paid to or accrued on behalf of the Company’s Named Executive Officers.
| Non-equity | |||||||||||
| Stock | Incentive Plan | All Other | |||||||||
| Name and | Salary | Bonus | Awards | Compensation | Compensation | ||||||
| Principal Position | Source (1) | Year | ($) | ($)(2) | ($)(3) | ($) | ($) | Total($) | |||
| Jarett S. Levan | BFC | 2015 | 452,885 | 360,000 | 1,229,025 | - | 57,909 | (5) | 2,099,819 | ||
| Acting Chairman | BBX | 2015 | 452,885 | 360,000 | 1,072,999 | - | 21,061 | 1,906,945 | |||
| of the Board, | BXG | 2015 | - | - | - | - | - | - | |||
| President and Chief | 905,770 | 720,000 | 2,302,024 | - | 78,970 | 4,006,764 | |||||
| Executive Officer | |||||||||||
| BFC | 2014 | 375,000 | 300,000 | 2,267,075 | - | 63,238 | 3,005,313 | ||||
| BBX | 2014 | 375,000 | 300,000 | 1,094,512 | - | 8,028 | 1,777,540 | ||||
| BXG | 2014 | - | - | - | - | - | - | ||||
| 750,000 | 600,000 | 3,361,587 | - | 71,266 | 4,782,853 | ||||||
| BFC | 2013 | 375,000 | 300,000 | 166,600 | - | 52,000 | 893,600 | ||||
| BBX | 2013 | 375,000 | 300,000 | 955,321 | - | 12,772 | 1,643,093 | ||||
| BXG | 2013 | - | - | - | - | - | - | ||||
| 750,001 | 600,000 | 1,121,921 | - | 64,772 | 2,536,694 | ||||||
| Alan B. Levan, Former | BFC | 2015 | 778,846 | 1,500,000 | 2,458,050 | - | 293,831 | (6) | 5,030,727 | ||
| Chairman of the | BBX | 2015 | 778,846 | 1,500,000 | 2,145,998 | - | 4,194 | 4,429,038 | |||
| Board, President | BXG | 2015 | - | - | - | - | - | - | |||
| and Chief | 1,557,692 | 3,000,000 | 4,604,048 | - | 298,025 | 9,459,765 | |||||
| Executive Officer | |||||||||||
| BFC | 2014 | 750,000 | 1,500,000 | 4,530,323 | - | 271,098 | 7,051,421 | ||||
| BBX | 2014 | 750,000 | 1,500,000 | 2,189,008 | - | - | 4,439,008 | ||||
| BXG | 2014 | - | - | - | - | - | - | ||||
| 1,500,000 | 3,000,000 | 6,719,331 | - | 271,098 | 11,490,428 | ||||||
| BFC | 2013 | 750,000 | 1,500,000 | 335,650 | - | 257,768 | 2,843,418 | ||||
| BBX | 2013 | 750,000 | 1,500,000 | 1,910,629 | - | - | 4,160,629 | ||||
| BXG | 2013 | - | - | - | - | 100 | 100 | ||||
| 1,500,000 | 3,000,000 | 2,246,279 | - | 257,868 | 7,004,147 | ||||||
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| Non-equity | |||||||||||
| Stock | Incentive Plan | All Other | |||||||||
| Name and | Salary | Bonus | Awards | Compensation | Compensation | ||||||
| Principal Position | Source (1) | Year | ($) | ($)(2) | ($)(3) | ($) | ($) | Total($) | |||
| John E. Abdo, | BFC | 2015 | 778,846 | 1,500,000 | 2,458,050 | - | 330,240 | (7) | 5,067,136 | ||
| Vice Chairman | BBX | 2015 | 778,846 | 1,500,000 | 2,145,998 | - | 2,500 | 4,427,344 | |||
| of the Board | BXG | 2015 | - | - | - | - | - | - | |||
| 1,557,692 | 3,000,000 | 4,604,048 | - | 332,740 | 9,494,480 | ||||||
| BFC | 2014 | 750,000 | 1,500,000 | 4,530,327 | - | 310,855 | 7,091,182 | ||||
| BBX | 2014 | 750,000 | 1,500,000 | 2,189,008 | - | - | 4,439,008 | ||||
| BXG | 2014 | - | - | - | - | 8,504 | 8,504 | ||||
| 1,500,000 | 3,000,000 | 6,719,334 | - | 319,359 | 11,538,694 | ||||||
| BFC | 2013 | 750,000 | 1,500,000 | 335,650 | - | 306,240 | 2,891,890 | ||||
| BBX | 2013 | 750,000 | 1,500,000 | 1,910,629 | - | - | 4,160,629 | ||||
| BXG | 2013 | - | - | - | - | 7,788 | 7,788 | ||||
| 1,500,000 | 3,000,000 | 2,246,279 | - | 314,028 | 7,060,307 | ||||||
| Seth M. Wise, | BFC | 2015 | 452,885 | 360,000 | 1,229,025 | - | 25,477 | (8) | 2,067,387 | ||
| Executive | BBX | 2015 | 452,885 | 360,000 | 1,072,999 | - | - | 1,885,884 | |||
| Vice President | BXG | 2015 | - | - | - | - | - | - | |||
| 905,770 | 720,000 | 2,302,024 | - | 25,477 | 3,953,271 | ||||||
| BFC | 2014 | 375,000 | 300,000 | 2,267,075 | - | 17,000 | 2,959,075 | ||||
| BBX | 2014 | 375,000 | 300,000 | 1,094,512 | - | - | 1,769,512 | ||||
| BXG | 2014 | - | - | - | - | - | - | ||||
| 750,000 | 600,000 | 3,361,587 | - | 17,000 | 4,728,587 | ||||||
| BFC | 2013 | 375,000 | 300,000 | 166,600 | - | 7,200 | 848,800 | ||||
| BBX | 2013 | 375,000 | 300,000 | 955,321 | - | - | 1,630,321 | ||||
| BXG | 2013 | - | - | - | - | - | - | ||||
| 750,000 | 600,000 | 1,121,921 | - | 7,200 | 2,479,121 | ||||||
| Raymond S. Lopez (10) | BFC | 2015 | 140,942 | 112,500 | 123,240 | - | - | 376,682 | |||
| Chief Financial | BBX | 2015 | 140,942 | 112,500 | 106,080 | - | - | 359,522 | |||
| Officer | BXG | 2015 | 79,451 | - | - | 275,770 | (4) | 10,723 | 365,944 | ||
| 361,335 | 225,000 | 229,320 | 275,770 | (4) | 10,723 | 1,102,148 | |||||
| John Grelle (11) | BFC | 2015 | 51,731 | - | - | - | 27,315 | (9) | 79,046 | ||
| Former Chief | BBX | 2015 | 51,731 | - | - | - | - | 51,731 | |||
| Financial Officer | BXG | 2015 | - | - | - | - | - | - | |||
| 103,462 | - | - | - | 27,315 | 130,777 | ||||||
| BFC | 2014 | 200,000 | 120,000 | - | - | 12,992 | 332,992 | ||||
| BBX | 2014 | 200,000 | 120,000 | - | - | - | 320,000 | ||||
| BXG | 2014 | - | - | - | - | - | - | ||||
| 400,000 | 240,000 | - | - | 12,992 | ��652,992 | ||||||
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| (2) | Represents the grant date fair value of restricted stock awards |
| (3) | Represents the |
25
Grants of Plan-Based Awards - 2015
The following table sets forth information regarding plan-based awards granted by the Company to the Named Executive Officers during 2015. 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.
| Stock Awards: | Option Awards: | Grant Date | |||
| Grant | Number of Shares | Number of Securities | Exercise or Base Price | Fair Value of | |
| Name | Date | of Stock or Units (#)(1) | Underlying Options (#) | of Option Awards | Stock Awards ($)(2) |
| Jarett S. Levan | 9/1/2015 | 388,932 | - | - | 1,229,025 |
| Alan B. Levan | 9/1/2015 | 777,864 | - | - | 2,458,050 |
| John E. Abdo | 9/1/2015 | 777,864 | - | - | 2,458,050 |
| Seth M. Wise | 9/1/2015 | 388,932 | - | - | 1,229,025 |
| Raymond S. Lopez | 9/1/2015 | 39,000 | - | - | 123,240 |
| John K. Grelle | N/A | - | - | - | - |
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.
| Stock Awards: | Option Awards: | Grant Date | |||
| Grant | Number of Shares | Number of Securities | Exercise or Base Price | Fair Value of | |
| Name | Date | of Stock or Units (#)(1) | Underlying Options (#) | of Option Awards | Stock Awards ($)(2) |
| Alan B. Levan | 9/1/2015 | 137,564 | - | - | 2,145,998 |
| John E. Abdo | 9/1/2015 | 137,564 | - | - | 2,145,998 |
| Jarett S. Levan | 9/1/2015 | 68,782 | - | - | 1,072,999 |
| Seth M. Wise | 9/1/2015 | 68,782 | - | - | 1,072,999 |
| Raymond S. Lopez | 9/1/2015 | 6,800 | - | - | 106,080 |
| John Grelle | N/A | - | - | - | - |
| (4) | Represents bonuses paid under the |
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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.
| Estimated Possible Payouts Under | ||||
| Non-Equity Incentive Plan Awards | ||||
| Name | Threshold | Target | Maximum | |
| Raymond S. Lopez | - | - | 275,770 | (1) |
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| based primarily on system-wide sales of vacation ownership interests (“VOIs”) and adjusted sales operating profit, as described in further detail below. |
Outstanding Equity Awards at Fiscal-Year End 2015
The following table sets forth certain information regarding equity-based awardsCompensation of the Company held by the Named Executive Officers as of December 31, 2015.
| Option Awards | Stock Awards | ||||||||||
| Equity | |||||||||||
| Equity | Incentive | ||||||||||
| Equity | Incentive | Plan Awards | |||||||||
| Incentive | Plan Awards | Market or | |||||||||
| Plan Awards: | Market | Number of | Payout Value | ||||||||
| Number of | Number of | Number of | Number of | Value of | Unearned | or Unearned | |||||
| Securities | Securities | Securities | Shares or | Shares or | Share, Units | Shares, Units | |||||
| Underlying | Underlying | Underlying | Units of | Units of | or Other | or Other | |||||
| Unexercised | Unexercised | Unexercised | Option | Option | Stock that | Stock that | Rights that | Rights that | |||
| Options | Options | Unearned | Exercise | Expiration | have not | have not | have not | have not | |||
| Name | Exercisable | Unexercisable | Options | Price | Date | Vested | Vested | Vested | Vested | ||
| Jarett S. Levan | - | - | N/A | - | - | 231,513 | (1)(3) | $784,829 | N/A | N/A | |
| 148,704 | (1)(4) | $504,107 | N/A | N/A | |||||||
| 386,603 | (2)(5) | $1,275,790 | N/A | N/A | |||||||
| 388,932 | (2)(6) | $1,283,476 | N/A | N/A | |||||||
| Alan B. Levan | - | - | N/A | - | - | 463,025 | (1)(3) | $1,569,655 | N/A | N/A | |
| 297,408 | (1)(4) | $1,008,213 | N/A | N/A | |||||||
| 773,204 | (2)(5) | $2,551,573 | N/A | N/A | |||||||
| 777,864 | (2)(6) | $2,566,951 | N/A | N/A | |||||||
| John E. Abdo | - | - | N/A | - | - | 463,025 | (1)(3) | $1,569,655 | N/A | N/A | |
| 297,408 | (1)(4) | $1,008,213 | N/A | N/A | |||||||
| 773,205 | (2)(5) | $2,551,577 | N/A | N/A | |||||||
| 777,864 | (2)(6) | $2,566,951 | N/A | N/A | |||||||
| Seth M. Wise | - | - | N/A | - | - | 231,513 | (1)(3) | $784,829 | N/A | N/A | |
| 148,704 | (1)(4) | $504,107 | N/A | N/A | |||||||
| 386,603 | (2)(5) | $1,275,790 | N/A | N/A | |||||||
| 388,932 | (2)(6) | $1,283,476 | N/A | N/A | |||||||
| Raymond S. Lopez | - | - | N/A | - | - | 39,000 | (2)(6) | $128,700 | N/A | N/A | |
| John K. Grelle | - | - | N/A | - | - | - | - | N/A | N/A | ||
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The following table sets forth certain information regarding equity-based awardsCompany’s executive officers, including Mr. Alan Levan, Mr. Abdo and Mr. Tonkin, receive annual base salaries and may also receive annual bonuses and long term incentive compensation, including under the Company’s LTIP, as well as discretionary bonuses from time to time upon the approval of BBX Capital heldthe Compensation Committee based on a subjective evaluation of the performance of the executive officer, the Company, and such other factors as the Compensation Committee may consider.
Mr. Alan Levan and Mr. Abdo currently receive an annual base salary of $1,150,000. Mr. Tonkin currently receives an annual base salary of $525,000, a $50,000 increase from his annual base salary of $475,000 during 2021. For 2022, Mr. Alan Levan, Mr. Abdo and Mr. Tonkin earned bonuses under the LTIP of approximately $2,850,000, $2,850,000 and $1,237,000, respectively, in each case, based on Adjusted EBITDA. The bonuses represented 150% of their target bonuses under the LTIP for 2022. For each of Mr. Alan Levan and Mr. Abdo, $1,425,000 of the bonus under the LTIP for 2022 was paid in cash and $1,425,000 was paid by the Named Executive Officers as of December 31, 2015.
| Option Awards | Stock Awards (1) | |||||||||||
| Equity | ||||||||||||
| Incentive | ||||||||||||
| Equity | Equity Incentive | Plan Awards: | ||||||||||
| Incentive | Plan Awards: | Market or | ||||||||||
| Plan Awards: | Market | Number of | Payout Value | |||||||||
| Number of | Number of | Number of | Number of | Value of | Unearned | of Unearned | ||||||
| Securities | Securities | Securities | Shares or | Shares or | Shares, Units | Shares, Units | ||||||
| Underlying | Underlying | Underlying | Units of | Units of | or Other | or Other | ||||||
| Unexercised | Unexercised | Unexercised | Option | Option | Stock That | Stock That | Rights That | Rights That | ||||
| Options | Options | Unearned | Exercise | Expiration | Have Not | Have Not | Have Not | Have Not | ||||
| Name | Exercisable | Unexercisable | Options | Price | Date | Vested | Vested | Vested | Vested | |||
| Jarett S. Levan | - | - | N/A | - | - | 47,100 | (2) | $737,115 | N/A | N/A | ||
| 71,667 | (3) | $1,121,589 | N/A | N/A | ||||||||
| 49,510 | (4) | $774,832 | N/A | N/A | ||||||||
| 68,782 | (5) | $1,076,438 | N/A | N/A | ||||||||
| Alan B. Levan | - | - | N/A | - | - | 94,200 | (2) | $1,474,230 | N/A | N/A | ||
| 143,333 | (3) | $2,243,161 | N/A | N/A | ||||||||
| 99,020 | (4) | $1,549,663 | N/A | N/A | ||||||||
| 137,564 | (5) | $2,152,877 | N/A | N/A | ||||||||
| John E. Abdo | - | - | N/A | - | - | 94,200 | (2) | $1,474,230 | N/A | N/A | ||
| 143,333 | (3) | $2,243,161 | N/A | N/A | ||||||||
| 99,020 | (4) | $1,549,663 | N/A | N/A | ||||||||
| 137,564 | (5) | $2,152,877 | N/A | N/A | ||||||||
| Seth M. Wise | - | - | N/A | - | - | 47,100 | (2) | $737,115 | N/A | N/A | ||
| 71,667 | (3) | $1,121,589 | N/A | N/A | ||||||||
| 49,510 | (4) | $774,832 | N/A | N/A | ||||||||
| 68,782 | (5) | $1,076,438 | N/A | N/A | ||||||||
| Raymond S. Lopez | - | - | N/A | - | - | 6,800 | (5) | $106,420 | N/A | N/A | ||
| John K. Grelle | - | - | N/A | - | - | - | - | N/A | N/A | |||
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Option Exercises and Stock Vested - 2015
The following table sets forth certain information regarding exercises of options to purchase shares of the Company’s common stock by the Named Executive Officersgrant during 2015 and the vesting during 2015January 2023 of restricted stock awards of 50,911 shares of the Company’s commonClass A Common Stock. For Mr. Tonkin, approximately $618,500 of his bonus under the LTIP for 2022 was paid in cash and approximately $618,500 was paid by the grant during January 2023 of restricted stock previouslyawards of 22,106 shares of the Company’s Class A Common Stock. The restricted shares granted to Mr. Alan Levan, Mr. Abdo and Mr. Tonkin under the LTIP are scheduled to vest in four equal annual installments beginning in January 2024. In addition to the restricted stock awards granted to them under the LTIP, each of Mr. Alan Levan, Mr. Abdo and Mr. Tonkin also received additional restricted stock awards of 15,000 shares of the Company’s Class A Common Stock during January 2023 in consideration for their services in 2022. As described in further detail under “Employment Agreement with Dustin Tonkin” below,” in addition to his bonus under the LTIP, Mr. Tonkin also received an incentive compensation bonus for 2022 of approximately $1,255,000 based primarily on system-wide sales of VOIs and adjusted sales operating profit, and the fourth of five $200,000 annual signing bonus installment payments pursuant to his employment agreement. Mr. Alan Levan, Mr. Abdo and Mr. Tonkin also received discretionary bonuses of approximately $950,000, $950,000 and $157,500 respectively, in 2022, as set forth in the “Summary Compensation Table” above.
For 2023, Mr. Alan Levan, Mr. Abdo and Mr. Tonkin have the opportunity to receive annual bonuses and long-term incentives of up to $4,275,000, $4,275,000 and $3,380,000, respectively (including up to $2,850,000, $2,850,000 and $1,237,500, respectively, under the LTIP), in each case, based primarily on Adjusted EBITDA and, in addition for Mr. Tonkin, system-wide sales of VOIs and adjusted sales operating profit.
The Company’s executive officers, including Mr. Alan Levan, Mr. Abdo and Mr. Tonkin, may also receive equity-based awards outside of the LTIP. As described above, in addition to the restricted stock awards granted to them under the LTIP, the Company granted additional restricted stock awards of 15,000 shares of the Company’s Class A Common Stock to each of Mr. Alan Levan, Mr. Abdo and Mr. Tonkin in consideration for their services in 2022. These restricted shares are scheduled to cliff vest in January 2027.
All of the restricted stock awards granted to the Named Executive Officers.Officers are included in the “Stock Awards” column of the “Summary Compensation Table” above and were granted under the Company’s 2021 Incentive Plan. The vesting of all restricted stock awards is subject to the terms of such plan and the applicable restricted stock award agreement.
| Stock Options | Restricted Stock Awards | ||||||||
| Number of shares | Value realized | Number of shares | Value realized | ||||||
| acquired on exercise | on exercise | acquired on vesting | on vesting | ||||||
| Name | (#) | ($) | (#) | ($)(5) | |||||
| Jarett S. Levan | - | $ | - | 472,880 | (1) | $ | 1,355,748 | ||
| Alan B. Levan | - | - | 1,170,759 | (2) | 3,384,244 | ||||
| John E. Abdo | - | - | 1,170,759 | (2) | 3,384,244 | ||||
| Seth M. Wise | - | - | 660,355 | (3) | 1,916,299 | ||||
| Raymond S. Lopez | - | - | - | - | |||||
| John K. Grelle | - | - | 220,500 | (4) | 621,810 | ||||
30
The following table sets forth certain information regarding exercises of options to purchase shares of BBX Capital’s Class A Common Stock byor Class B Common Stock outstanding immediately prior to the Named Executive Officers during 2015effective time of the merger will immediately vest at such time and the vesting during 2015 of restricted stock awards ofholders thereof will be entitled to receive the same merger consideration in exchange for such shares as all other shareholders receive in exchange for their shares of BBX Capital’sthe Company’s Class A Common Stock previously granted to theor Class B Common Stock.
19
Employment Agreements with Named Executive Officers.Officers
| Stock Options | Restricted Stock Awards | |||||||
| Number of shares | Value realized | Number of shares | Value realized | |||||
| acquired on exercise | on exercise | acquired on vesting | on vesting | |||||
| Name | (#) | ($) | (#) | ($)(3) | ||||
| Jarett S. Levan | - | $ | - | 63,604 | (1) | $ | 1,006,215 | |
| Alan B. Levan | - | - | 127,207 | (2) | 2,012,415 | |||
| John E. Abdo | - | - | 127,207 | (2) | 2,012,415 | |||
| Seth M. Wise | - | - | 63,604 | (1) | 1,006,215 | |||
| Raymond S. Lopez | - | - | - | - | ||||
| John K. Grelle | - | - | - | - | ||||
Pension Benefits
None of the Company, BBX Capital or Bluegreen has in place any plan (other than tax-qualified defined contribution plans) that provides for payments or other benefits to any of the Named Executive Officers at, following, or in connection with their retirement.
Employment Agreements
with Alan B. Levan and John E. Abdo
The Company has employment agreements with each of the Named Executive Officers other thanAlan B. Levan and John K. Grelle, whose employment agreement terminated in connection with his retirement during March 2015.E. Abdo. Under the terms of their respective employment agreements, each of the Named Executive Officers receives (or, in the case of Mr. Grelle, received)Levan and Mr. Abdo receive an annual base salary and is entitled tomay also receive (or,incentive and discretionary bonuses and equity-based compensation, all as described in the case of Mr. Grelle, was entitled to receive) bonus payments pursuant to bonus plans established from time to time by the Compensation Committee or otherwise at the discretion of the Compensation Committee.
For 2015, Mr. Abdo received an annual base salary of $750,000 from the Company. In addition, Mr. Alan Levan received an annual base salary of $750,000 from the Company until his resignation as Chairman, Chief Executive Officer and President of the Company during December 2015. Mr. Alan Levan continues to be employed under his employment agreement as Founder and strategic advisor. In connection with the change in his positions, Mr. Alan Levan’s annual base salary was reduced to $350,000. Mr. Jarett Levan and Mr. Wise each received an annual base salary of $375,000 from the Company until March 2015, when their respective annual base salaries were increased to $450,000. Mr. Lopez currently receives an annual base salary of $174,500. The Compensation Committee reviews and, in its discretion, may increase each Named Executive Officer’s base salary on an annual basis. The base salaries may not be decreased without the Named Executive Officer’s consent. Under his employment agreement, Mr. Grelle received an annual base salary of $200,000 from the Company.
31
Under their respective employment agreements, each of Mr. Alan Levan and Mr. Abdo may receive an annual bonus (sometimes hereinafter referred to as an “Annual Bonus”) of up to 200% of his then-current annual base salary, each of Mr. Jarett Levan and Mr. Wise may receive an Annual Bonus of up to 80% of his then-current annual base salary, and Mr. Lopez is eligible to receive an Annual Bonus of up to 60% of the sum of (i) his annual base salary from the Company, plus (ii) 50% of his annual base salary from Bluegreen. Bluegreen currently pays Mr. Lopez an annual salary of $26,000. Mr. Grelle was eligible under his employment agreement to receive an Annual Bonus of up to 60% of his annual base salary. As previously described, for 2015, each of Mr. Alan Levan and Mr. Abdo received an Annual Bonus of $1,500,000, each of Mr. Jarett Levan and Mr. Wise received an Annual Bonus of $360,000, and Mr. Lopez received an Annual Bonus of $112,500. Mr. Grelle did not receive an Annual Bonus for 2015 due to his retirement in March 2015.
further detail above. Each employment agreement may be terminated by the Company for “Cause” or “Without Cause” or by the Named Executive Officerexecutive for “Good Reason” (as such terms are defined in the employment agreement). For purposes of the employment agreement, a termination due to, among other things, the “Disability” of Mr. Levan or Mr. Abdo, as the case may be, will be deemed a termination “Without Cause.” If an employment agreement is terminated by the Company for “Cause,” Mr. Levan or Mr. Abdo, as the applicable Named Executive Officercase may be, will be entitled to receive his base salary through the date of termination. If an employment agreement is terminated by the Company “Without Cause” or by the Named Executive OfficerMr. Levan or Mr. Abdo for “Good Reason,” Mr. Levan or Mr. Abdo, as the applicable executive officercase may be, will be entitled to receive (i) his base salary through the date of termination (ii)and the prorated portion of the Named Executive Officer’s Annual Bonus (basedhis annual bonus based on the average Annual Bonusannual bonus paid to him during the prior two fiscal years) throughyears, subject to a maximum annual bonus for purposes of this calculation in an amount equal to 200% of his then-current annual base salary. In addition, if an employment agreement is terminated “Without Cause” or by Mr. Levan or Abdo for “Good Reason,” Mr. Levan or Mr. Abdo, as the date of termination and (iii) a severance payment as follows. Each of Mr. Alan Levan and Mr. Abdocase may be, will be entitled to receive a severance payment in an amount equal to 2two times the sum of his annual base salary and Annual Bonusannual bonus opportunity at the date of termination (or 2.99 times the sum of his annual base salary and Annual Bonusannual bonus opportunity at the date of termination if such termination occurs within two years after a “Change in Control” (as defined in the employment agreement)agreements)). EachFor purposes of calculating the severance payment, each of Mr. Jarett Levan and Mr. WiseAbdo’s “annual bonus opportunity” will be entitled to receive a severance payment in an amount equal to 1.5 times the sum of his annual base salary and Annual Bonus opportunity at the date of termination (or 2 times the sum of his annual base salary and Annual Bonus opportunity at the date of termination if such termination occurs within two years after a “Change in Control”). Mr. Lopez will be entitled to receive a severance payment in an amount equalsubject to the sum of (i) his annual base salary from the Company, (ii) 50% of his annual base salary from Bluegreen, and (iii) his Annual Bonus opportunity at the date of termination (or 1.5 times such amount if termination occurs within two years after a “Change in Control”)same 200% cap described above. In addition, with respect to each employment agreement, if a Named Executive Officer’sthe employment agreement is terminated by the Company “Without Cause” or is terminated by the Named Executive OfficerMr. Levan or Mr. Abdo for “Good Reason,” allReason” or as a result of Mr. Levan or Mr. Abdo’s death, any unvested incentive stock options and restricted stock awards previously granted to the Named Executive Officer by the Company but not yet vested willwould immediately accelerate and fully vest as of the termination date, anddate. Further, in the Companyevent of a termination “Without Cause” or a termination by Mr. Levan or Mr. Abdo for “Good Reason,” Mr. Levan or Mr. Abdo, as the case may be, will be requiredentitled to provide the Named Executive Officer with continued benefits, including, without limitation, health and life insurance, for the following periods: (i) two years following the year in which the termination occurs (or three years following the year in which the termination occurs, if such termination occurred within two years after a “Change in Control”), in the case of Mr. Alan Levan and Mr. Abdo, (ii) eighteen months following the year in which the termination occurs (or two years following the year in which the termination occurs, if such termination occurred within two years after a “Change in Control”), in the case of Mr. Jarett Levan and Mr. Wise, and (iii) one year from the date of termination, in the case of Mr. Lopez.. Each employment agreement will also be terminated upon the Named Executive Officer’sexecutive officer’s death, in which case the applicable Named Executive Officer’s estate of Mr. Levan or Mr. Abdo, as the case may be, will be entitled to receive his base salary through the date of his death and the prorated portion of his annual bonus, calculated as described above.
Employment Agreement with Dustin Tonkin.
The Company has an employment agreement with Dustin Tonkin. Under the terms of the employment agreement, Mr. Tonkin receives an annual base salary and may also receive incentive and discretionary bonuses and equity-based compensation, all as described in further detail above. In addition, pursuant to his employment agreement entered into upon joining the Company in 2019, Mr. Tonkin received a $1,000,000 signing bonus, which is payable in five equal annual installments of $200,000 each. Under his employment agreement, in addition to his participation in the LTIP, Mr. Tonkin may receive an annual incentive bonus in an amount equal to a specified percentage of his then-current annual base salary. Such percentage is approved annually by the Compensation Committee and, for 2022, Mr. Tonkin’s annual incentive bonus was 135% of his annual base salary. The annual incentive bonus is based on the achievement of targeted performance measures approved by the Compensation Committee, which, for 2022, included primarily system-wide sales of VOIs and adjusted sales operating profit. Based on these performance metrics, Mr. Tonkin received an annual incentive bonus for 2022 of approximately $1,255,000. For 2023, Mr. Tonkin’s targeted annual incentive bonus is 200% of his 2023 annual base salary of $525,000. As described above, in addition to his annual incentive bonus opportunity, Mr. Tonkin also participates in the Company’s LTIP. Information regarding the bonus paid to Mr. Tonkin under the LTIP for 2022 is set forth under “Compensation of the Named Executive Officer’s Annual Bonus (based onOfficers” above.
20
Mr. Tonkin’s employment agreement will continue until terminated. In addition, if the employment agreement is terminated by the Company for “Cause” or by Mr. Tonkin without “Good Reason” (as such terms are defined in the employment agreement), Mr. Tonkin will be entitled to receive any unpaid salary and benefits accrued through the date of termination. If the employment agreement is terminated without “Cause” or by Mr. Tonkin for “Good Reason,” then Mr. Tonkin will be entitled to receive, in addition to any unpaid salary and benefits accrued through the date of termination, a severance payment in an amount equal to the sum of (a) his annual base salary then in effect and (b) the average Annual Bonusannual incentive bonus paid to him during the two years prior to the termination (or 1.5 times such sum if the termination occurs within two fiscal years)years after a “Change in Control” (as defined in the employment agreement)). In addition, if the employment agreement is terminated without “Cause” or by Mr. Tonkin for “Good Reason” after the last day of the performance period with respect to his annual incentive bonus but prior to payment thereof, Mr. Tonkin will be entitled to receive such annual incentive bonus. Further, in the event of a termination without “Cause” or a termination by Mr. Tonkin for “Good Reason” at any time, the Company will pay Mr. Tonkin’s COBRA premiums for 12 months following the date of termination. In addition, upon his death or “Disability” (as defined in his employment agreement), Mr. Tonkin or his estate, as the case may be, will be entitled to receive, in addition to any unpaid salary and benefits accrued through the date of death or termination, the pro rata portion of his death.annual incentive bonus for the applicable year based generally on the number of days he was employed during the year.
Outstanding Equity Awards at Fiscal-Year End 2022
Each Named Executive Officer also agreed in his respective employment agreement to enter into a non-disclosure, non-competition, confidentiality and non-solicitationThe following table sets forth certain information regarding equity-based awards of customers agreement with the Company on terms acceptable to bothheld by the Named Executive Officer andOfficers as of December 31, 2022, all of which were granted under the Company. Entry into such agreement is a conditionCompany’s 2021 Incentive Plan.
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
| Number of Securities Underlying Unexercised Options | Number of Securities Underlying Unexercised Options | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares of Units of Stock that have not Vested | Market Value of Shares or Units of Stock that have not Vested | Equity Incentive Plan Awards Number of Unearned Share, Units or Other Rights hat have not Vested | Equity Incentive Plan Awards Market or Payout Value or Unearned Shares, Units or Other Rights that have not Vested | ||||||||||||||||||||||||
Name | Exercisable | Unexercisable | ||||||||||||||||||||||||||||||
Alan B. Levan | — | — | N/A | — | — | 71,250 | (1)(2) | $ | 1,778,400 | N/A | N/A | |||||||||||||||||||||
| 47,819 | (1)(3) | $ | 895,172 | N/A | N/A | |||||||||||||||||||||||||||
John E. Abdo | — | — | N/A | — | — | 71,250 | (1)(2) | $ | 1,778,400 | N/A | N/A | |||||||||||||||||||||
| 47,819 | (1)(3) | $ | 895,172 | N/A | N/A | |||||||||||||||||||||||||||
Dustin Tonkin | — | — | N/A | — | — | 26,719 | (1)(2) | $ | 666,906 | N/A | N/A | |||||||||||||||||||||
| 120,000 | (1)(4) | $ | 2,995,200 | N/A | N/A | |||||||||||||||||||||||||||
| 17,932 | (1)(3) | $ | 335,687 | N/A | N/A | |||||||||||||||||||||||||||
| 50,000 | (1)(5) | $ | 1,248,000 | N/A | N/A | |||||||||||||||||||||||||||
| (1) | Represents restricted stock awards of shares of the Company’s Class A Common Stock. |
| (2) | Scheduled to cliff vest on June 3, 2025. |
| (3) | Scheduled to vest ratably in annual installments over 4 years. The first installment vested in January 2023. |
| (4) | Scheduled to cliff vest on June 3, 2031. |
| (5) | Scheduled to cliff vest on January 19, 2026. |
As previously described, in addition to the Company’s obligation to make and provide the post-termination payments and benefits describedawards set forth in the preceding paragraph.
BBX Capital has employment agreements with its executive officers, including each of the Named Executive Officers. The terms of the Named Executive Officers’ respective employment agreements with BBX Capital are substantially the same as those describedtable above, with respect to their employment agreements with the Company.
Mr. Grelle’s employment agreement withduring January 2023, the Company and his employment agreement with BBX Capital expired in accordance with its terms at the time of his retirement in March 2015. Mr. Grelle was not entitled to any compensation or other benefits in connection with his retirement or the expiration of his employment agreement
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with the Company or BBX Capital, except that the vesting ofgranted restricted stock awards of 220,500total of 65,911 shares, 65,911 shares and 37,106 shares of the Company’s Class A Common Stock previouslyto Mr. Levan, Mr. Abdo and Mr. Tonkin, respectively. 50,911 shares, 50,911 shares and 22,106 of such restricted shares granted to Mr. Grelle was acceleratedLevan, Mr. Abdo and Mr. Tonkin, respectively, are scheduled to vest in connection with his retirement.four equal annual installments beginning in January 2024. The accelerationremaining 15,000 of vestingsuch restricted shares granted to each of Mr. Levan, Mr. Abdo and Mr. Tonkin are scheduled to cliff vest in January 2027. See “Compensation of the Named Executive Officers” above for information regarding the contemplated treatment of restricted stock awards was approved byunder the Company’s Compensation Committee.merger agreement with Hilton Grand Vacations Inc.
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Merger-Related Compensation
The compensation paid by the Company and BBX Capital for 2015 toCompany’s executive officers, including the Named Executive Officers, pursuantwill be entitled to their respective employment agreements does not constitute “performance-based compensation” exempt fromcompensation in connection with the $1,000,000 deduction limit of Section 162(m)Company’s proposed merger with Hilton Grand Vacations Inc. Such merger-related compensation will be described in greater detail in the Company’s proxy statement (the “Merger Proxy”) for the special meeting of the Code.
33
Potential Payments Upon TerminationCompany’s shareholders to be held for the purpose of considering and voting on the merger agreement. As required by the rules and regulations of the SEC and as will be described in greater detail in the Merger Proxy, the Company’s shareholders will also be asked at the special meeting to approve, on a non-binding advisory basis, the compensation paid or Changepayable to the Company’s Named Executive Officers in Controlconnection with the merger.
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| Termination | Termination | |||
| Without Cause | Without Cause | |||
| Death | or Resignation for | or Resignation for | ||
| (Whether | Good Reason | Good Reason | ||
| Before or | Before a Change in | Within Two | ||
| After a | Control or More than | Years Following a | ||
| Executive and | Change in | Two Years After a | Change in | |
| Payment Elements | Control) | Change in Control | Control | |
| Jarett S. Levan: | ||||
| Bonus payment for year of termination | $ | 330,000 | 330,000 | 330,000 |
| Severance payment based on annual base salary | ||||
| and annual bonus opportunity at time of termination | - | 1,215,000 | 1,620,000 | |
| Acceleration of equity awards | - | 3,848,202 | 3,848,202 | |
| Continuation of health and life insurance | - | 27,674 | 37,248 | |
| Total Benefit | $ | 330,000 | 5,420,876 | 5,835,450 |
| Alan B. Levan: | ||||
| Bonus payment for year of termination | $ | 1,500,000 | 1,500,000 | 1,500,000 |
| Severance payment based on annual base salary | ||||
| and annual bonus opportunity at time of termination | - | 2,100,000 | 3,139,500 | |
| Acceleration of equity awards | - | 7,696,392 | 7,696,392 | |
| Continuation of health and life insurance | - | 158,624 | 194,222 | |
| Total Benefit | $ | 1,500,000 | 11,455,016 | 12,530,114 |
| John E. Abdo: | ||||
| Bonus payment for year of termination | $ | 1,500,000 | 1,500,000 | 1,500,000 |
| Severance payment based on annual base salary | ||||
| and annual bonus opportunity at time of termination | - | 4,500,000 | 6,727,500 | |
| Acceleration of equity awards | $ | - | 7,696,396 | 7,696,396 |
| Continuation of health and life insurance | - | 16,330 | 41,543 | |
| Total Benefit | 1,500,000 | 13,712,726 | 15,965,439 | |
| Seth M. Wise: | ||||
| Bonus payment for year of termination | $ | 330,000 | 330,000 | 330,000 |
| Severance payment based on annual base salary | ||||
| and annual bonus opportunity at time of termination | - | 1,215,000 | 1,620,000 | |
| Acceleration of equity awards | - | 3,848,202 | 3,848,202 | |
| Continuation of health and life insurance | - | 27,674 | 37,248 | |
| Total Benefit | $ | 330,000 | 5,420,876 | 5,835,450 |
| Raymond S. Lopez: | ||||
| Bonus payment for year of termination | $ | 112,500 | 112,500 | 112,500 |
| Severance payment based on annual base salary | ||||
| and annual bonus opportunity at time of termination | - | 300,000 | 450,000 | |
| Acceleration of equity awards | - | 128,700 | 128,700 | |
| Continuation of health and life insurance | - | 18,099 | 27,674 | |
| Total Benefit | $ | 112,500 | 559,299 | 718,874 |
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As previously described, Mr. Grelle retired effective March 17, 2015. Mr. Grelle was not entitled
Compensation
Table Total for
CEO
Actually Paid to
CEO
Compensation
Table Total for
Compensation
Actually Paid
to
NEOs
Fixed $100
Investment
based on Total
Shareholder
Return (TSR)
from
Continuing
Operations 2022 $ 5,371,050 $ 4,042,565 $ 4,596,288 $ 2,858,383 $ 73.78 $ 81,251,000 2021 6,902,389 8,101,825 7,238,505 9,002,317 264.11 71,932,000
| (1) | The dollar amounts reported represent the amounts of total compensation reported for Alan B. Levan, the Company’s Chief Executive Officer, for each corresponding year in the “Total” column of the “Summary Compensation Table” above. |
| (2) | The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Alan Levan, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Alan Levan during the applicable year. In accordance with the requirements of Item 402(v) of RegulationS-K, the adjustments set forth in the “Adjustments” table below were made to Mr. Alan Levan’s total compensation for each year to determine the compensation actually paid. |
| (3) | The dollar amounts reported represent the average of the amounts reported for the NEOs as a group (excluding the Company’s CEO) for each corresponding year in the “Total” column of the “Summary Compensation Table” above. The NEOs (excluding the Company’s CEO) included for purposes of calculating the average amounts are John E. Abdo and Dustin Tonkin. |
| (4) | The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the Company’s Chief Executive Officer), as computed in accordance with Item 402(v) of Regula tio nS-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to such NEOs as agrou p during the applicable year. In accordan ce with the requirements of Item 402(v) of RegulationS-K, the adjustments set forth in the “Adjustments” table below were made to the average total compensation for such NEOs as a group for each year to determine the compensation actually paid. |
| (5) | Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The Company did not pay any dividends in 2021. |
2022 | 2021 | |||||||||||||||
CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | |||||||||||||
Summary Compensation Table Total | $ | 5,371,050 | $ | 4,596,288 | $ | 6,902,389 | $ | 7,238,505 | ||||||||
| Less Stock Awards Reported in Summary Compensation Table for the Covered year | (1,844,850 | ) | (1,441,725 | ) | (2,901,300 | ) | (3,982,847 | ) | ||||||||
| Plus Fair Value of Equity Awards Granted during the Fiscal Year that are Outstanding and Unvested at the End of the Year | 1,645,139 | 1,285,653 | 4,100,736 | 5,746,658 | ||||||||||||
| Plus (Less) Change in Fair Value of Equity Awards Granted in Any Prior Years that are Outstanding and Unvested at End of Year | (1,128,774 | ) | (1,581,833 | ) | — | — | ||||||||||
| Plus (Less) Change in Fair Value of Equity Awards Granted in Any Prior Years that Vested During the Fiscal Year | — | — | — | — | ||||||||||||
| Plus Fair Value at Vesting Date of Awards Granted and Vested During the Fiscal Year | — | — | — | — | ||||||||||||
Compensation Actually Paid | $ | 4,042,565 | $ | 2,858,383 | $ | 8,101,825 | $ | 9,002,317 | ||||||||
The following table sets forth certain information with respect to compensation that would become payable by BBX Capital if the Named Executive Officers had ceased employment with BBX Capital under the various circumstances below. The amounts shown in the table assume that such cessation of employment was effective as of December 31, 2015. Further, the amounts shown in the table do not include payments and benefits to the extent they are provided by BBX Capital on a non-discriminatory basis to its salaried employees generally upon termination of employment, such as accrued salary and vacation pay. The terms “Cause,” Good Reason” and “Change in Control” have the meanings given to them in the employment agreements between BBX Capital and the Named Executive Officers. Under the employment agreements, a termination upon the Disability (as defined in the employment agreements) of a Named Executive Officer is deemed a termination without Cause. For additional information, see “Employment Agreements” above.
| Termination | Termination | |||
| Without Cause | Without Cause | |||
| Death | or Resignation for | or Resignation for | ||
| (Whether | Good Reason | Good Reason | ||
| Before or | Before a Change in | Within Two | ||
| After a | Control or More than | Years Following a | ||
| Executive and | Change in | Two Years After a | Change in | |
| Payment Elements | Control) | Change in Control | Control | |
| Jarett S. Levan: | ||||
| Bonus payment for year of termination | $ | 330,000 | 330,000 | 330,000 |
| Severance payment based on annual base salary | ||||
| and annual bonus opportunity at time of termination | - | 1,215,000 | 1,620,000 | |
| Acceleration of equity awards | - | 3,709,974 | 3,709,974 | |
| Total Benefit | $ | 330,000 | 5,254,974 | 5,659,974 |
| Alan B. Levan: | ||||
| Bonus payment for year of termination | $ | 1,500,000 | 1,500,000 | 1,500,000 |
| Severance payment based on annual base salary | ||||
| and annual bonus opportunity at time of termination | - | 2,100,000 | 3,139,500 | |
| Acceleration of equity awards | - | 7,419,931 | 7,419,931 | |
| Total Benefit | $ | 1,500,000 | 11,019,931 | 12,059,431 |
| John E. Abdo: | ||||
| Bonus payment for year of termination | $ | 1,500,000 | 1,500,000 | 1,500,000 |
| Severance payment based on annual base salary | ||||
| and annual bonus opportunity at time of termination | - | 4,500,000 | 6,727,500 | |
| Acceleration of equity awards | - | 7,419,931 | 7,419,931 | |
| Total Benefit | $ | 1,500,000 | 13,419,931 | 15,647,431 |
| Seth M. Wise: | ||||
| Bonus payment for year of termination | $ | 330,000 | 330,000 | 330,000 |
| Severance payment based on annual base salary | ||||
| and annual bonus opportunity at time of termination | - | 1,215,000 | 1,620,000 | |
| Acceleration of equity awards | - | 3,709,974 | 3,709,974 | |
| Total Benefit | $ | 330,000 | 5,254,974 | 5,659,974 |
| Raymond S. Lopez: | ||||
| Bonus payment for year of termination | $ | 112,500 | 112,500 | 112,500 |
| Severance payment based on annual base salary | ||||
| and annual bonus opportunity at time of termination | - | 300,000 | 450,000 | |
| Acceleration of equity awards | - | 106,420 | 106,420 | |
| Total Benefit | $ | 112,500 | 518,920 | 668,920 |
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As previously described, Mr. Grelle retired effective March 17, 2015. Mr. Grelle did not receive any compensation or other benefits, including base salary or bonus payments, in connection with his retirement from his positions at BBX Capital.
Subject to receipt of regulatory approvals for the payments from applicable banking regulators, Mr. Alan Levan, Mr. Abdo and Mr. Jarett Levan may receive payments totaling $2,145,179, $2,123,194 and $1,413,764, respectively, in connection with BBX Capital’s sale of BankAtlantic in July 2012. Each of these amounts represents 2.99 times the average annual salary and bonus paid by BBX Capital and BankAtlantic to the Named Executive Officer for the yearsyear ended December 31, 2008, 2009 and 2010, and will be paid by BBX Capital and reimbursed by BB&T only if all required regulatory approvals are received.
36
PROPOSAL NO. 2 - NON-BINDING ADVISORY VOTE ON
NAMED EXECUTIVE OFFICER COMPENSATION (SAY ON PAY)
Pursuant to Section 14A of the Exchange Act and the rules and regulations promulgated thereunder, the Company’s shareholders will be asked at the Annual Meeting to vote, on a non-binding advisory basis, on the compensation of the Company’s Named Executive Officers (sometimes hereinafter referred to as the “Say on Pay Proposal”).
The vote on the Say on Pay Proposal gives the Company’s shareholders the opportunity to express their views on the compensation paid to the Named Executive Officers. The vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers as disclosed in this Proxy Statement. You are urged to read the “Executive Compensation” section of this Proxy Statement above for details regarding thelink compensation paid to the Named Executive Officers during 2015 and other informationto the Company’s performance.
relationships between information presented in the Pay Versus Performance table.
DIRECTOR COMPENSATION
The Board also believes thatcompensation policy for the Company’s executive compensation program aligns the interestsnon-employee directors (which are directors who are not employees of the Company’s executive officers with those ofCompany or Bluegreen) is designed to compensate directors for their services on the Company’s shareholders by compensatingBoard of Directors and its committees in an amount which the executive officers in a manner designedBoard believes to advance bothbe fair based on the short-and long-term interestswork and time commitment required as well as the size and scope of the Company, and its shareholders. Asin a result, the Board recommends that the Company’smanner which is simple, transparent and easy for shareholders indicate their support for the compensation of the Named Executive Officers by approving the following resolution:
“RESOLVED, that the compensation paid to the Company’s Named Executive Officers for 2015, as disclosed pursuant to SEC rules, including the Compensation Discussion and Analysis, the compensation tables and related narrative disclosures included in this Proxy Statement, is hereby APPROVED.”
Shareholders may vote “FOR,” “AGAINST” or abstain from voting on the Say on Pay Proposal. The vote on the Say on Pay Proposal will be approved by the shareholders if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal. Abstentions and failures to vote will not have any impact on the proposal.
The vote on the Say on Pay Proposal is advisory only and will not be binding upon the Company, the Board or the Compensation Committee. However, the Board and Compensation Committee appreciate the opinions that the Company’s shareholders express in their votes and will consider the outcome of the vote in connection with future executive compensation arrangements.
The Board of Directors Unanimously Recommends that Shareholders
Vote “For” the Say on Pay Proposal.
37
DIRECTOR COMPENSATION
understand.
The Company’s Compensation Committee recommends director compensation to the full Board of Directors based on factors it considers appropriate and based on the recommendations of management. Each director of the Company who is not also an employee of the Company, BBX Capital or Bluegreen (each, a “non-employee director”)non-employee directors are currently receives an annual cash retainer of $70,000 annuallycompensated for histheir service on the Company’s Board of Directors. In additionDirectors and its committees through cash fees as follows: an annual cash fee of $110,000 to compensationeach non-employee director for their service onhis service; an annual cash fee of $20,000 to the Board of Directors, the Company pays compensation to its non-employee directors for their service on the Board’s committees. The Chairman of the Audit Committee receivesCommittee; an annual cash retainerfee of $15,000. All$16,000 to each other membersmember of the Audit Committee receiveCommittee; and an annual cash retainersfee of $10,000. The$3,500 to each of the Chairman of the Nominating/Corporate Governance Committee and the Chairman of the Compensation Committee and the Nominating/Corporate Governance Committee each receive an annual cash retainer of $3,500. Other than the Chairman, members of the Compensation Committee and the Nominating/Corporate Governance Committee do not currently receive additional compensation for their service on those committees.
Committee.
Director Compensation Table-2015
Table-2022
The following table sets forth certain information regarding the compensation paid or accrued by the Company to or on behalf of each individual who served as a non-employee director of the Company during the year ended December 31, 2015 in consideration2022 for his service on the Company’s Board of Directors and its committees during the year.
| Change in | |||||||||
| Pension | |||||||||
| Fees | Value and | ||||||||
| Earned | Non-Equity | Nonqualified | |||||||
| or Paid | Incentive | Deferred | All | ||||||
| in | Stock | Option | Plan | Compensation | Other | ||||
| Cash | Awards(1) | Awards(1) | Compensation | Earnings | Compensation | Total | |||
| Darwin Dornbush | $ | 70,000 | - | - | - | - | - | $ | 70,000 |
| Oscar Holzmann | 83,500 | - | - | - | - | - | 83,500 | ||
| Alan J. Levy | 70,000 | - | - | - | - | - | 70,000 | ||
| Joel Levy | 85,000 | - | - | - | - | - | 85,000 | ||
| William Nicholson | 80,000 | - | - | - | - | - | 80,000 | ||
| Neil Sterling | 73,500 | - | - | - | - | - | 73,500 |
Name | Fees Earned or Cash ($) | |||
James R. Allmand III | 113,500 | |||
Norman H. Becker | 126,000 | |||
Lawrence A. Cirillo | 126,000 | |||
Darwin Dornbush | 126,000 | |||
Jarrett S. Levan | 110,000 | |||
Joel Levy | 130,000 | |||
Mark Nerenhausen | 110,000 | |||
William Nicholson | 126,000 | |||
Arnold Sevell | 129,500 | |||
Orlando Sharpe | 110,000 | |||
Seth M. Wise | 110,000 | |||
38 26
AUDIT COMMITTEE REPORT
The following Audit 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 Audit Committee Report be treated as “soliciting material” or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act..
Act.
The charter of the Audit Committee sets forth the Audit Committee’s responsibilities, which include oversight of the Company’s financial reporting on behalf of the Board of Directors and shareholders. The Audit Committee receives reports from, and meets with the Company’s internal audit group, management and independent auditor. These meetings were designed, among other things, to facilitate and encourage communication among the Audit Committee and the Company’s management and internal auditors, as well as with Grant ThorntonErnst & Young LLP, the Company’s independent registered public accounting firm for 20152022 (“Grant Thornton”EY”). The Audit Committee discussed with the Company’s internal auditors and Grant ThorntonEY the overall scope and plans for their respective audits and met with the internal auditors and Grant Thornton,EY, with and without management present, to discuss the results of their examinations and their evaluations of the Company’s internal controls and compliance matters. The Audit Committee reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 20152022 with management and Grant ThorntonEY prior to the filing with the SEC of the Company’s Annual Report on Form 10-K for such year.
Management has primary responsibility for the Company’s financial statements and the overall financial reporting process, including the Company’s system of internal controls. The Company’s independent registered public accounting firm audits the annual financial statements prepared by management, expresses an opinion as to whether those financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in conformity with accounting principles generally accepted in the United States of America, and discusses with the Audit Committee its independence and any other matters that it is required to discuss with the Audit Committee or that it believes should be raised with it. The Audit Committee oversees these processes, although it must rely on information provided to it and on the representations made by management and the Company’s independent registered public accounting firm.
The Audit Committee discussed with Grant ThorntonEY the matters required to be discussed with audit committees under generally accepted auditing standards, including, among other things, matters related to the conduct of the audit of the Company’s consolidated financial statements and the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.
The Audit Committee also received from Grant ThorntonEY the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Grant Thornton’sEY’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with Grant ThorntonEY its independence from the Company. When considering Grant Thornton’sEY’s independence, the Audit Committee considered whether Grant Thornton’sEY’s provision of services to the Company beyond those rendered in connection with its audit and review of the Company’s consolidated financial statements was compatible with maintaining Grant Thornton’sEY’s independence. The Audit Committee also reviewed, among other things, the amount of fees paid to Grant ThorntonEY for audit and non-audit services.
Based on these reviews, meetings, discussions and reports, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements for the year ended December 31, 20152022 be included in the Company’s Annual Report on Form 10-K for such year.
Submitted by the Following Members of the Audit Committee:
Joel Levy, Chairman
Norman H. Becker
Lawrence A. Cirillo
Darwin Dornbush
William Nicholson
Arnold Sevell
27
39
Fees to Independent Registered public Accounting FirmFEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
forFOR THE YEARS ENDED dECEMBERDECEMBER 31, 2015 and 20142022 AND 2021
Grant ThorntonEY served as the independent registered public accounting firm for the Company BBX Capitalfor 2022 and Bluegreen for 2015. PricewaterhouseCoopers LLP (“PwC”) served as the independent registered public accounting firm for the Company, BBX Capital and Bluegreen for 2014.2021. The following table presents fees for professional services rendered by Grant Thornton and PwCEY for the audit of each company’sthe Company’s annual financial statements for 20152022 and 2014.2021. The table also presents fees billed for audit-related services, tax services and all other services rendered by Grant ThorntonEY to the Company for 2022 and PwC for the applicable years.2021.
| 2015 | 2014 | |||
| (in thousands) | (in thousands) | |||
| BFC Financial Corporation | ||||
| Audit fees (1) | $ | 765 | $ | 520 |
| Audit - related fees (2) | 23 | 57 | ||
| All other fees (3) | 2 | 2 | ||
| BBX Capital | ||||
| Audit fees (1) | $ | 956 | $ | 1,355 |
| Audit - related fees (5) | - | 187 | ||
| All other fees (3) | 32 | 2 | ||
| Bluegreen | ||||
| Audit fees (1) | $ | 657 | $ | 886 |
| Audit - related fees (4) | 198 | 203 | ||
| All other fees | - | - | ||
| 2022 | 2021 | |||||||
| (in thousands) | ||||||||
Audit Fees (1) | $ | 1,175 | $ | 812 | ||||
Audit-Related Fees (2) | 237 | 12 | ||||||
Tax Fees (3) | 80 | 40 | ||||||
All Other Fees (4) | 142 | 120 | ||||||
|
|
|
| |||||
Total Fees | $ | 1,634 | $ | 984 | ||||
|
|
|
| |||||
| (1) | Includes fees for services related to |
| (2) | Includes |
| (3) | Includes fees for professional services for tax consulting and |
| (4) | Includes fees for other permissible work performed that does not meet the above-described categories. |
All audit-related services and other services set forth above were pre-approved by the respective company’sCompany’s Audit Committee, which concluded that the provision of such services by Grant Thornton or PwC, as applicable,EY was compatible with the maintenance of such firm’s independence in the conduct of its auditing functions.
Under its charter, the Company’s Audit Committee must review and pre-approve both audit and permitted non-audit services provided by the Company’s independent registered public accounting firm and shall not engage the independent registered public accounting firm to perform any non-audit services prohibited by law or regulation. Each year, the independent registered public accounting firm’s retention to audit the Company’s financial statements, including the associated fee, is approved by the Audit Committee. Under its current practices, the Audit Committee does not regularly evaluate potential engagements of the independent registered public accounting firm and approve or reject such potential engagements. At each Audit Committee meeting, the Audit Committee receives updates on the services actually provided by the independent registered public accounting firm, and management
40
may present additional services for pre-approval. The Audit Committee has delegated to the Chairman of the Audit Committee the authority to evaluate and approve engagements involving projected fees of $10,000 or less on behalf of the Audit Committee in the event that a need arises for pre-approval between regular Audit Committee meetings. If the Chairman so approves any such engagements, he will report that approval to the full Audit Committee at the next Audit Committee meeting. Engagements involving projected fees of more than $10,000 may only be pre-approved by the full Audit Committee at a regular or special meeting of the Audit Committee.
41 28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 8, 2016,November 24 2023, certain information as to the Company’s Class A Common Stock and Class B Common Stock beneficially owned by persons known by the Company to own in excess of 5% of the outstanding shares of such stock.the Company’s Class A Common Stock and/or Class B Common Stock. In addition, thisthe table includes information regarding the shares of the Company’s Class A Common Stock and Class B Common Stock beneficially owned by (i) each Named Executive Officer, (ii) each of the Company’s directors and (iii) the Company’s directors and executive officers as a group. Management knows of no person, except as listed below, who beneficially owned more than 5% of the outstanding shares of the Company’s Class A Common Stock or Class B Common Stock as of April 8, 2016.November 24, 2023. Except as otherwise indicated, the information provided in the following table was obtained from filings with the SEC and the Company pursuant to the Exchange Act. For purposes of the following table, in accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner of any shares of Class A Common Stock or Class B Common Stock which he or shesuch person has or shares, directly or indirectly, voting or investment power, or which he or shesuch person has the right to acquire beneficial ownership of at any time within 60 days after April 8, 2016.November 24, 2023. As used herein, “voting power” is the power to vote, or direct the voting of, shares, and “investment power” includes the power to dispose of, or direct the disposition of, such shares. Unless otherwise noted, each beneficial ownerperson listed in the table below has sole voting and sole investment power over the shares beneficially owned.owned by such person and the address of each person listed in the table below is c/o Bluegreen Vacations Holding Corporation, 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431.
| Class A | Class B | Percent of | Percent of | ||||
| Common Stock | Common Stock | Class A | Class B | ||||
| Name of Beneficial Owner | Notes | Ownership | Ownership | Stock | Stock | ||
| Levan BFC Stock Partners LP | (1,2,4,13) | - | 1,684,571 | 2.3% | 12.3% | ||
| Levan Partners LLC | (1,2,4,13) | 5,011,048 | 707,882 | 7.8% | 5.2% | ||
| Alan B. Levan | (1,2,4,5,6,7,8,13) | 7,788,387 | 12,749,978 | 19.7% | 92.9% | ||
| John E. Abdo | (1,2,4,6,13) | 3,503,026 | 5,488,224 | 9.7% | 40.0% | ||
| Seth M. Wise | (1,2,8,9,13) | 556,337 | 1,107,217 | 1.2% | 8.1% | ||
| Jarett S. Levan | (1,2,7,8,13) | 385,796 | 1,108,815 | 1.0% | 8.1% | ||
| Raymond S. Lopez | (1,2,12) | - | 39,000 | 0.0% | * | ||
| John K. Grelle | (2,13) | 132,595 | - | * | 0.0% | ||
| Darwin Dornbush | (2,13) | 50,087 | - | * | 0.0% | ||
| Oscar Holzmann | (1,2,3,13) | 164,361 | 20,290 | * | * | ||
| Alan J. Levy | (2,13) | 51,783 | - | * | 0.0% | ||
| Joel Levy | (2,13) | 61,558 | - | * | 0.0% | ||
| William Nicholson | (2,13) | 60,173 | - | * | 0.0% | ||
| Neil Sterling | (2,13) | - | - | * | 0.0% | ||
| Dr. Herbert A. Wertheim | (1,10,13) | 3,968,157 | 416,448 | 6.0% | 3.0% | ||
| Howard Dvorkin | (11,13) | 3,695,245 | - | 5.1% | 0.0% | ||
| Trishield Capital Management, LLC | (12,13) | 3,821,100 | - | 5.3% | 0.0% | ||
| All directors and executive officers of the Company | |||||||
| as of April 8, 2016, as a group (10 persons) | (1,2,3,4,5,6,7,8,9,13) | 4,833,121 | 7,763,546 | 12.3% | 56.6% | ||
* Less than one percent of class.
Name of Beneficial Owner | Notes | Class A Common Stock Ownership | Class B Common Stock Ownership | Percent of Class A Common Stock | Percent of Class B Common Stock | |||||||||||||
Levan BFC Stock Partners LP | 1,2,3,6 | — | 336,915 | 2.5 | % | 9.2 | % | |||||||||||
Levan Partners LLC | 1,2,3,6 | 986,197 | 141,577 | 8.3 | % | 3.9 | % | |||||||||||
Alan B. Levan | 1,2,3,4,5,6,8 | 3,530,396 | 3,516,234 | 41.7 | % | 96.3 | % | |||||||||||
John E. Abdo | 1,2,3,4,8 | 1,330,187 | 1,495,311 | 19.0 | % | 41.0 | % | |||||||||||
Jarett S. Levan | 1,2,3,4,5,6 | 195,220 | 342,607 | 6.2 | % | 18.6 | % | |||||||||||
Seth M. Wise | 1,2,3,6,7 | 201,270 | 335,158 | 3.9 | % | 9.2 | % | |||||||||||
Dustin Tonkin | 285,956 | — | 2.1 | % | 0.0 | % | ||||||||||||
Norman H. Becker | 1,204 | — | * | 0.0 | % | |||||||||||||
Darwin Dornbush | 10,083 | — | * | 0.0 | % | |||||||||||||
Joel Levy | 13,077 | — | * | 0.0 | % | |||||||||||||
William R. Nicholson | 12,000 | — | * | 0.0 | % | |||||||||||||
Lawrence A. Cirillo | — | — | 0.0 | % | 0.0 | % | ||||||||||||
Arnold Sevell | 7,395 | — | * | 0.0 | % | |||||||||||||
James R. Allmand III | 510 | — | * | 0.0 | % | |||||||||||||
Mark A. Nerenhausen | 1,200 | — | * | 0.0 | % | |||||||||||||
Orlando Sharpe | 1,785 | — | * | 0.0 | % | |||||||||||||
All directors and executive officers as a group (18 persons) | 1,8 | 4,121,442 | 3,539,666 | 45.3 | % | 97.0 | % | |||||||||||
| * | Less than 1 percent. |
| (1) | Shares of |
42
| (2) |
| The Company may be deemed to be controlled by Messrs. Alan Levan, Abdo, Jarett Levan and |
29
Mr. Alan Levan’s beneficial holdings include the |
Mr. Alan Levan and Mr. Abdo are parties to an agreement pursuant to which Mr. Abdo has |
Mr. Alan Levan and Mr. Jarett Levan are parties to an agreement pursuant to which Mr. Jarett Levan has agreed to vote the shares of Class B Common Stock that he owns or otherwise has the right to vote in the same manner as Mr. Alan Levan votes his shares of Class B Common Stock. As a result, the shares of Class B Common Stock beneficially owned by Mr. Jarett Levan are included in Mr. Alan Levan’s beneficial holdings in the table. Mr. Jarett Levan has also agreed, subject to certain exceptions, not to transfer certain of his shares of Class B Common Stock and to obtain the consent of Mr. Alan Levan prior to the conversion of certain of his shares of Class B Common Stock into shares of Class A Common Stock. Pursuant to the agreement, Mr. Alan Levan and Mr. Jarett Levan have also agreed to vote their shares of Class B Common Stock in favor of the election of the other to the Company’s Board of Directors for so long as they are willing and able to serve as directors of the Company. |
Mr. Jarett Levan and Mr. Wise are parties to an agreement pursuant to which Mr. Wise has agreed to vote the shares of Class B Common Stock that he owns or otherwise has the right to vote in the same manner as Mr. Jarett Levan’s shares of Class B Common Stock are voted. As a result of this agreement and the above-described agreement between Mr. Alan Levan and Mr. Jarett Levan, the shares of Class B Common Stock beneficially owned by Mr. Wise are included in Mr. Alan Levan’s beneficial holdings in the table. Mr. Wise has also agreed, subject to certain exceptions, not to transfer certain of his shares of Class B Common Stock or convert such shares of Class B Common Stock into shares of Class A Common Stock, in each case, without first offering Mr. Jarett Levan the right to purchase such shares. Pursuant to the agreement, Mr. Jarett Levan and Mr. Wise has have |
Mr. Wise’s holdings of the Company’s Class A Common Stock include |
The |
43 30
44
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors is not aware of any matters other than those described in this Proxy Statementthe election of directors which may be brought before the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE ANNUAL SHAREHOLDER MEETING
TO BE HELD ON MAY 23, 2016
DECEMBER 21, 2023
This Proxy Statement and the Company’s Annual Report to Shareholders for the year ended December 31, 20152022 are available free of charge at www.edocumentview.com/BFC_MTG.https://materials.proxyvote.com/096308.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
On August 11, 2015,June 16, 2021, the Company, upon the approval of its Audit Committee, ofappointed EY as the Board of Directors approvedCompany’s new independent registered public accounting firm for the engagementfiscal year ending December 31, 2021 in place of Grant Thornton, which served as the Company’s independent registered public accounting firm for 2020 and 2019 and was dismissed as the year ending December 31, 2015. The Company formally engaged Grant Thornton pursuant to an engagement letter dated August 17, 2015.Company’s independent registered public accounting firm upon the appointment of EY. A representative of Grant ThorntonEY is expected to be present at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions from shareholders.
On August 11, 2015, the Company, upon the approval of its Audit Committee and in connection with the approved engagementThe audit reports of Grant Thornton dismissed PwC as the Company’s independent registered public accounting firm.
The reports of PwC on the Company’s consolidated financial statements of the Company as of and for the fiscal years ended December 31, 20142020 and 20132019 did not contain an adverse opinion or a disclaimer of opinion, and they were not qualified or modified as to uncertainty, audit scope or accounting principle.
principles. During the fiscal years ended December 31, 20142020 and 20132019 and the interim period from January 1, 20152021 through August 11, 2015:June 16, 2021: (i) the Company had no disagreements with PwCGrant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements,disagreement, if not resolved to PwC’sGrant Thornton’s satisfaction, would have caused PwCGrant Thornton to make reference theretoto the subject matter of the disagreement in connection with its reports on the Company’s financial statements for such years;reports; and (ii) there were no “reportable events,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K; however, in March 2015, PwC advisedS-K. Further, during the Company that it would rely on management’s representations but would not and did not rely on the representations of the Company’s Chief Executive Officer.
During thefiscal years ended December 31, 20142020 and 20132019 and the interim period from January 1, 20152021 through August 11, 2015,June 16, 2021, the Company did not consult with Grant ThorntonEY regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements;statements, and neither a written report nor oral advice was provided to the Company that EY concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of either a “disagreement,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
45
ADDITIONAL INFORMATION
“Householding” of Proxy Material. The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy statement to multiple shareholders sharing an address unless contrary instructions have been received from
31
the affected shareholders. Once you have received notice from your broker or AST,Equiniti, the Company’s transfer agent, that they or the Company will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. However, the Company will deliver promptly upon written or oral request a separate copy of this Proxy Statement to a shareholder at a shared address to which a single Proxy Statement was delivered. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple proxy statements and would like to request delivery of a single proxy statement, please notify your broker if your shares are held in a brokerage account or AST if you are the record holder of your shares. You can notify ASTEquiniti by sending a written request to American Stock Transfer &Equiniti Trust Company, LLC, 6201 15th Avenue, 2nd Floor, Brooklyn, New York 11219, Attention: Customer Service. You can also contact AST’sEquiniti’s Customer Service department at (800) 937-5449.
Future Shareholder Proposals. The Company does not plan to hold an annual meeting of shareholders in 2024 if the Company’s currently proposed merger with Hilton Grand Vacations Inc. is consummated. If the merger is not consummated or the Company otherwise determines to hold an annual meeting of shareholders in 2024, then the following procedures will apply with respect to shareholder proposals for such annual meeting:
Advance Notice Procedures. Under the Company’s Bylaws, no business may be brought before an annual meeting of shareholders unless it is specified in the notice of the annual meeting of shareholders or is otherwise brought before the annual meeting of shareholders by or at the direction of the Board of Directors or by a shareholder entitled to vote who has delivered written notice to the Company’s Secretary (containing certain information specified in the Company’s Bylaws about the shareholder and the proposed action) not less than 90 or 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 the proposed business 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.shareholders For the Company’s 20172024 Annual Meeting of Shareholders, if any, the Company must receive writtenshareholder notice of proposed business from a shareholderdirector nomination (i) between JanuaryAugust 23, 20172024 and FebruarySeptember 22, 20172024 or (ii) if the Company’s 20172024 Annual Meeting of Shareholders, if any, is held more than 30 days before or after May 23, 2017,December 21, 2024, within ten days after the Company first mails notice of or publicly discloses the date of the meeting. In addition, any shareholder who wishes to submit a nomination to the Board of Directors must deliver written notice of the nomination within the applicable time period set forth above and comply with the information requirements in the Company’s Bylaws relating to shareholder nominations. These requirements are separate from and in addition to the SEC’s requirements that a shareholder must meet in order to have a shareholder proposal included in the Company’s proxy statement relating tofor the 20172024 Annual Meeting of Shareholders.Shareholders, if any.
The Company’s Bylaws are filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 21, 2019 and can be obtained on the SEC’s EDGAR website at www.sec.gov. Shareholders may also contact the Company’s Secretary at the Company’s principal executive offices for a copy of the relevant Bylaw provisions regarding the requirements for making shareholder proposals and nominating director candidates.
Shareholder Proposals for the 2017 Annual Meeting of Shareholders.Shareholders interested in submitting a proposal for inclusion in the proxy materials for the Company’s 20172024 Annual Meeting of Shareholders, if any, may do so by following the procedures relating to shareholder proposals set forth in the rules and regulations promulgated under the Exchange Act. To be eligible for inclusion, shareholder proposals must be received by the Company’s Secretary at the Company’s principal executive offices by August 2, 2024 or, if the Company’s 2024 Annual Meeting of Shareholders, if any, is held more than 30 days before or after December 29, 2016.21, 2024, then by the deadline as set forth in a Company filing with the SEC, which will be a reasonable time before the Company begins to print and send its proxy materials.
In addition to satisfying the requirements under the Company’s Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.
32
Proxy Solicitation Costs. The Company will bear the expense of soliciting proxies and of reimbursing brokers, banks and other nominees for the out-of-pocket and clerical expenses of transmitting copies of the proxy materials to the beneficial owners of shares held of record by such persons. The Company does not currently intend to solicit proxies other than by use of the mail, but certain directors, officers and regular employees of the Company or its subsidiaries, without additional compensation, may solicit proxies personally or by telephone, fax, special letter or otherwise.
BY ORDER OF THE BOARD OF DIRECTORS
|
April 28, 2016
46
BFC FINANCIAL CORPORATION
Form of
Alan B. Levan
Chairman, Chief Executive Officer and President
November 27, 2023
33
BLUEGREEN VACATIONS HOLDING CORPORATION
Proxy
Class A Common Stock
ANNUAL MEETING OF SHAREHOLDERS OF
BFC FINANCIALBLUEGREEN VACATIONS HOLDING CORPORATION
MAY 23, 2016
DECEMBER 21, 2023
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Seth M. Wise and Raymond S. Lopez and Adrienne Kelley, and each of them acting alone, with the power to appoint his or her substitute, proxy to represent the undersigned and vote as designated on the reverse all of the shares of Class A Common Stock of BFC FinancialBluegreen Vacations Holding Corporation held of record by the undersigned as of the close of business on April 8, 2016November 24, 2023 at the Annual Meeting of Shareholders to be held on May 23, 2016December 21, 2023 and at any adjournment or postponement thereof.
(Continued and to be signed on the reverse side)
47 34
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL EXCEPT an amendment of the Company’s 2014 Stock Incentive Plan to increase the number of shares of the Company’s Class B Common Stock available for grant under the plan from 4,500,000 shares to 8,500,000 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 5,000,000 shares to 9,000,000 shares. FOR AGAINST ABSTAIN R NOMINEES NAMED IN PROPOSAL 1 AND “FOR” PROPOSAL 2. . Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ]
1. Election of nine directors, each for a term expiring at the Company’s 2017 Annual Meeting of Shareholders. NOMINEES: Jarett S. Levan John E. Abdo Darwin Dornbush Oscar Holzmann Alan J. Levy Joel Levy William Nicholson Neil Sterling Seth M. Wise [ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), markTHE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR ALL EXCEPT” and write the nominee's name(s) below. ____________________________ ____________________________ 2. Non-binding advisory vote to approve Named Executive Officer compensation. [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. In his discretion, the proxy is authorized to vote upon such other matters as may properly come before the meeting.THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR ALL"ALL” OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1 AND “FOR” PROPOSAL 2.PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Please mark box if you plan to attend this meeting. [ ] To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. 1.
1. Election of thirteen directors. NOMINEES: Alan B. Levan John E. Abdo James R. Allmand, III Norman H. Becker Lawrence A. Cirillo Darwin Dornbush Jarett S. Levan Joel Levy Mark A. Nerenhausen William Nicholson Arnold Sevell Orlando Sharpe Seth M. Wise [ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and write the nominee’s name(s) below.
| 2. In his or her discretion, the proxy is authorized to vote upon such other matters as may properly come before the meeting. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR ALL” OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ] |
Signature of Shareholder:__________________________________________________ Date:_______ Signature of Shareholder:______________________________________________________ Date: ______
| NOTE: |
|
35
48
BLUEGREEN VACATIONS HOLDING CORPORATION
BFC FINANCIAL CORPORATION
Form of Proxy
Class B Common Stock
ANNUAL MEETING OF SHAREHOLDERS OF
BFC FINANCIALBLUEGREEN VACATIONS HOLDING CORPORATION
MAY 23, 2016
DECEMBER 21, 2023
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Raymond S. Lopez and Seth M. Wise,Adrienne Kelley, and each of them acting alone, with the power to appoint his or her substitute, proxy to represent the undersigned and vote as designated on the reverse all of the shares of Class B Common Stock of BFC FinancialBluegreen Vacations Holding Corporation held of record by the undersigned as of the close of business on April 8, 2016November 24, 2023 at the Annual Meeting of Shareholders to be held on May 23, 2016December 21, 2023 and at any adjournment or postponement thereof.
(Continued and to be signed on the reverse side)
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PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL EXCEPT an amendment of the Company’s 2014 Stock Incentive Plan to increase the number of shares of the Company’s Class B Common Stock available for grant under the plan from 4,500,000 shares to 8,500,000 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 5,000,000 shares to 9,000,000 shares. (A vote in favor of approval of the amendment by a holder of the Company’s Class B Common Stock will be deemed to constitute a vote in favor of the amendment and 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 plan as a result of the amendment.) FOR AGAINST ABSTAIN R NOMINEES NAMED IN PROPOSAL 1 AND “FOR” PROPOSAL 2. . Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ]
1. Election of nine directors, each for a term expiring at the Company’s 2017 Annual Meeting of Shareholders. NOMINEES:Jarett S. Levan John E. Abdo Darwin Dornbush Oscar Holzmann Alan J. Levy Joel Levy William Nicholson Neil Sterling Seth M. Wise [ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), markTHE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR ALL EXCEPT” and write the nominee's name(s) below. ____________________________ ____________________________ 2. Non-binding advisory vote to approve Named Executive Officer compensation. [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. In his discretion, the proxy is authorized to vote upon such other matters as may properly come before the meeting.THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR ALL"ALL” OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1 AND “FOR” PROPOSAL 2.PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Please mark box if you plan to attend this meeting. [ ] To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. 1.
1. Election of thirteen directors. NOMINEES: Alan B. Levan John E. Abdo James R. Allmand, III Norman H. Becker Lawrence A. Cirillo Darwin Dornbush Jarett S. Levan Joel Levy Mark A. Nerenhausen William Nicholson Arnold Sevell Orlando Sharpe Seth M. Wise [ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and write the nominee’s name(s) below.
| 2. In his or her discretion, the proxy is authorized to vote upon such other matters as may properly come before the meeting. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR ALL” OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ] |
Signature of Shareholder:___________________________ Date:_______ Signature of Shareholder:_____________________________ Date: ______
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